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Tu s k e r Go l d

InsightCommunication&Design

TuskerGold Limited

Prospectus

ACN 131 945527

PROSPECTUS

For the offer of up to 50,000,000 Shares at an issue price of $0.20 each to raise up to $10,000,000.

IMPORTANT INFORMATION

This isan importantdocument that shouldbe read in itsentirety. If youdo not understand it you

should consult yourprofessional adviserswithoutdelay. TheShares offeredby thisProspectus

shouldbeconsidered speculative.

ACN 131 945 527

This Prospectus also includes a “Priority Offer” to existing Shareholders of Indago Resources Ltd.

4 TuskerGold Limited

Prospectus 5

Section 1

investment overview

1.1

ImportantNotice

This section is not intended toprovide full information for investors intending to apply forShares offered

pursuant to thisProspectus. ThisProspectus shouldbe read and considered in its entirety.

1.2

Objectives

The strategic objectives of theCompany are toprogress abankable feasibility study on the Tusker

Deposit, complete furtherexploration at theKilimaniProspectwith a view todelineating a JORC

compliant resource and explore forgold in theCompany’s other regionalprojects in Tanzania.

On completionof theOffer, theBoardbelieves theCompanywill have sufficientworking capital to

achieve these objectives.

1.3

Indicative Timetable

Lodgement ofProspectuswith theASIC

11November 2009

OpeningDate

19November 2009

PriorityOfferClosingDate

5.00pmWST on 27November 2009

GeneralOfferClosingDate

5.00pmWST on4December 2009

Despatch ofholding statements

11December 2009

Expecteddate for listing onASX

18December 2009

1.4

Purpose of theOffer andUse ofProceeds

It is intended to apply funds raised from theOffer as follows:

Item

Year1

Year2

Total

Tusker feasibility

3,800,000

2,400,000

6,200,000

Kilimani exploration

650,000

200,000

850,000

Regional exploration

290,000

240,000

530,000

Expenses of issue

700,000

Nil

700,000

AdministrationCosts

800,000

800,000

1,600,000

Unallocatedworking capital

60,000

60,000

120,000

Total

6,300,000

3,700,000

10,000,000

Theminimum subscription for theOffer is$10,000,000. The above table is a statement of current

intentionsas of thedate of lodgement of thisProspectuswith theASIC.Aswith anybudget, intervening

events (including exploration success or failure) andnew circumstances have thepotential to affect the

ultimateway fundswillbe applied. TheBoard reserves the right to alter theway funds areapplied on this

basis.

10 TuskerGold Limited

Prospectus 11

2.9

CHESS

TheCompanywillapply toparticipate in theClearingHouseElectronicSubregisterSystem

(CHESS

).

CHESS isoperatedbyASXSettlement and TransferCorporationPty Ltd (

ASTC

), awholly owned

subsidiaryofASX, in accordancewith theListingRules and theASTCSettlementRules.

UnderCHESS, theCompanywillnot issue certificates to investors. Instead,Shareholderswill receive a

statementof their holdings in theCompany. If an investor isbroker sponsored,ASTCwill send aCHESS

statement.

2.10 Risk factors

Prospective investors in theCompany shouldbe aware that subscribing for securities the subject of

thisProspectus involvesanumber of risks. These risks are setout inSection 7 of thisProspectusand

investorsare urged to consider those riskscarefully (and if necessary, consult theirprofessional adviser)

beforedecidingwhether to invest in theCompany).

The risk factors set out inSection 7, and othergeneral risks applicable toall investments in listed

securities not specifically referred to,may in the futureaffect the value of theShares.Accordingly, an

investment in theCompany shouldbe considered speculative.

2.11 Forecast Financial Information

Given the speculative nature ofmineral exploration anddevelopment, there are significant uncertainties

associatedwith forecasting future revenues

andexpenses.On

thisbasis, theDirectorsbelieve that

reliable forecasts cannotbeprepared andaccordingly have not included forecasts in thisProspectus.

2.12 PrivacyStatement

If youcomplete an application forShares, youwillbeprovidingpersonal information to theCompany.

TheCompany collects, holds andwill use that information to assess yourapplication, service your needs

asaShareholder and to facilitatedistributionpaymentsand corporate communications to you asa

Shareholder.

The informationmay alsobe used from time to time anddisclosed topersons inspecting the register,

includingbidders for your securities in the context of takeovers; regulatorybodies, including the

AustralianTaxationOffice; authorised securitiesbrokers;print serviceproviders;mail houses and the

ShareRegistry.

Youcan access, correctand update thepersonal information thatwe hold about you. If youwish todo

so,please contact theShareRegistry at the relevant contact number setout in thisProspectus.

Collection,maintenance anddisclosure of certainpersonal information isgovernedby legislation

including thePrivacyAct 1988 (as amended), theCorporationsAct and certain rules such as theASTC

SettlementRules.You should note that if youdo notprovide the information required on theapplication

forShares, theCompanymay notbeable toaccept orprocess your application.

Section 3

company andproject overview