ABN 75 061 503 375Adelaide Resources Limited

For all enquiries:

Make your payment:

See over for details of the Offer andhow to make your payment

Share Purchase Plan Application Form Your payment must be received by 5:00pm (CST) Friday 3 August 2012

This is an important document that requires your immediateattention.It can only be used in relation to the shareholding represented bythe details printed overleaf. If you are in doubt about how to dealwith this form, please contact your financial or other professionaladviser.By making payment you agree to be bound by the Constitution ofAdelaide Resources Limited and that the submission of thispayment constitutes an irrevocable offer by you to subscribe forAdelaide Resources Limited shares on the terms of the SharePurchase Plan (SPP).In addition, by submitting the slip below you certify that theaggregate of the application price paid by you for:• the shares the subject of the slip below; and• any other shares and interests in the class applied for by youunder the SPP or any similar arrangement in the 12 months prior tothe date of submission of the slip below does not exceed A$15,000.

Adelaide Resources Limited may make determinations in anymanner it thinks fit, in relation to any difficulties which may arise inconnection with the SPP whether generally or in relation to anyparticipant or application.Any determinations by Adelaide Resources Limited will beconclusive and binding on all eligible shareholders and otherpersons to whom the determination relates. Adelaide ResourcesLimited reserves the right to waive strict compliance with anyprovision of the terms and conditions of the SPP, to amend or varythose terms and conditions or to suspend or terminate the SPP atany time. Any such amendment, suspension or termination will bebinding on all eligible shareholders even where Adelaide ResourcesLimited does not notify you of that event.

Turn over for details of the Offer è® Registered to BPAY Pty Limited ABN 69 079 137 518

Phone:(within Australia) 1300 556 161

(outside Australia) 61 3 9415 4000

Web:www.investorcentre.com/contact

Adelaide Resources Limited Share Purchase Plan Application FormPayment must be received by 5:00pm (CST) Friday 3 August 2012

Step 1: Registration NamePlease check the details provided and update your address viawww.investorcentre.com if any of the details are incorrect.

If you have a CHESS sponsored holding, please contact yourControlling Participant to notify a change of address.

Step 2: Make Your PaymentNote that shares may be purchased subject to the minimum value andnot exceeding the maximum value. Note that the amount chosen maybe subject to scale back in accordance with the terms of the SPP.

By making your payment using either electronic means or by cheque,bank draft or money order, you confirm that you agree to all of the termsand conditions of the Share Purchase Plan as enclosed with thisApplication Form.

Choose one of the payment methods shown below.BPAY®: See overleaf. Do not return the slip with BPAY payment.

By Mail: Complete the reverse side of this payment slip and detach andreturn with your payment. Make your cheque, bank draft or moneyorder payable in Australian dollars to Adelaide Resources Limited andcross it Not Negotiable. The cheque must be drawn from an Australianbank. Cash is not accepted.

Payment will be processed on the day of receipt and as such, sufficientcleared funds must be held in your account as cheques received maynot be re-presented and may result in your Application being rejected.Paperclip (do not staple) your cheque(s) to the slip below as indicated.Receipts will not be forwarded. Funds cannot be debited directly fromyour account.

Entering your contact details is not compulsory, but will assist us if weneed to contact you.

Share Purchase Plan Application FormRegistration Name & Offer Details For your security keep your SRN/

HIN confidential.

Entitlement No:Registration Name:

Offer Details:

STEP 1

Record date:

Minimum valueavailable to purchase:

Maximum valueavailable to purchase:

6 July 2012

$2,000

$15,000

STEP 2 Make Your Payment

Biller Code: 204669Ref No:

Contact your financial institution to make yourpayment from your cheque or savingsaccount.

Pay by Mail:

Make your cheque, money order or bank draft payable toAdelaide Resources Limited.Return your cheque with the below slip to:

Entitlement No:

Entitlement No:

Payment must be received by 5:00pm (CST) Friday 3 August 2012

Purchase Details for Adelaide Resources Limited (choose one option)44,444 Shares orA$2,000

111,111 Sharesor A$5,000

222,222 Sharesor A$10,000

OR OR

333,333 Sharesor A$15,000

ContactName

DaytimeTelephone

Cheque DetailsCheque Number BSB Number Account Number Amount of Cheque

Contact Details

Drawer

Detach here

Computershare Investor Services Pty LimitedGPO BOX 2987 Adelaide South Australia 5001 Australia

Privacy StatementPersonal information is collected on this form by CIS as registrar for the securities issuer (the issuer), for the purpose of maintaining registers of securityholders, facilitatingdistribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external servicecompanies such as print or mail service providers, or as otherwise permitted by law. If you would like details of your personal information held by CIS, or you would like tocorrect information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (includingmarketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS using thedetails provided overleaf or email privacy@computershare.com.au

- Please note that funds are unable to be directly debited from your bank account

*These share amounts may be subject to scale-back in accordance with the terms of the SPP.

If you have any enquiries concerning this form or your entitlement, please contact CIS on 1300 556 161.

Lodgement of AcceptanceIf you are applying for shares and your payment is being made by BPAY, you do not need to return the slip below. Your payment must be received by no later than 5:00pm(CST) Friday 3 August 2012. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, andshould therefore take this into consideration when making payment. Neither Computershare Investor Services Pty Limited (CIS) nor Adelaide Resources Limited accepts anyresponsibility for loss incurred through incorrectly completed BPAY payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY arereceived by this time.If you are paying by cheque, bank draft or money order the slip below must be received by CIS by no later than 5:00pm (CST) Friday 3 August 2012. You should allowsufficient time for this to occur. A reply paid envelope is enclosed for shareholders in Australia. Other Eligible Shareholders will need to affix the appropriate postage. Returnthe slip below with cheque attached. Neither CIS nor the Company accepts any responsibility if you lodge the slip below at any other address or by any other means.

16 July 2012 Dear Shareholder 2012 SHARE PURCHASE PLAN Adelaide Resources Limited (ADN) invites you to participate in a non-renounceable Share Purchase Plan, whereby existing Shareholders as at 7.00pm Adelaide time on 6 July 2012 can subscribe for up to $15,000 of New Shares at a subscription price of 4.5 cents per Share, in any one of the following parcel options:

a) 44,444 Shares for $2,000 b) 111,111 Shares for $5,000 c) 222,222 Shares for $10,000 d) 333,333 Shares for $15,000

The issue price of the New Shares represents a discount of 12.7% to the volume weighted average price of ADN shares during the last 5 days on which sales of Shares were recorded to, and including, 6 July 2012, being the day before the Share Purchase Plan was announced. This offer provides you with an opportunity to increase your investment in Adelaide Resources at an attractive price with no brokerage fees.

Participation in the Share Purchase Plan is optional and is open to shareholders who, at Friday 6 July 2012, are registered as holders of fully paid ordinary ADN shares and whose address on the share register is in Australia or New Zealand (Eligible Shareholders).

A maximum of 43,499,610 New Shares worth approximately $1.957 million will be issued. The company may scale back applications under the SPP if the total amount of New Shares applied for exceeds 43,499,610. If there is a scale back, New Shares will be allotted at the sole discretion of the Board of Directors. The Share Purchase Plan will not be underwritten.

The offer under the Share Purchase Plan will be conducted without a prospectus in accordance with ASIC Class Order 09/425.

The funds raised from the Share Purchase Plan will be directed to furthering the exploration effort on the Company’s self-funded gold and copper projects at Moonta and Eyre Peninsula (South Australia), at Rover (Northern Territory), and to meet ongoing working capital requirements.

Exploration on the Moonta Copper Gold Project in 2012 has discovered significant copper mineralisation at the 100% owned Paskeville Prospect. Intersections of note include 9 metres at 1.27% copper, 42 metres at 1.10% copper, 7 metres at 1.40% copper, and 36 metres at 0.55% copper. On 5 July, the Company announced that its interpretation of the 2012 program data had identified a compelling exploration target in the southeastern part of the Paskeville Prospect. In the southeast of the currently defined deposit, the true width of the mineralised zone is estimated to be approximately 130 metres, while the copper grade is observed to be increasing down dip into an untested area, presenting a potentially large and high grade target warranting drill testing. Testing of this target will require diamond or deeper reverse circulation drilling with the program able to be completed in the second half of 2012.

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Adelaide Resources is currently completing 3-dimensional geological modelling and ore resource estimation work on its Rover 4 copper-gold deposit, located on the 100% owned Rover Project near Tennant Creek in the Northern Territory. It is anticipated that this study will likely identify additional targets at Rover 4 that will have potential to increase the size of the deposit, and which, together with targets defined at other promising prospects such as Rover 12, will warrant a program of diamond drill testing.

The Company also wishes to undertake gold exploration on its wholly owned Eyre Peninsula Gold Project in South Australia, with drilling anticipated later in 2012. This region has seen some exciting exploration results announced by other explorers in recent months, while previous exploration by the Company discovered significant, unclosed, gold mineralisation at the Barns, Baggy Green and White Tank deposits which warrant further investigation. SPP Offer Key Dates

Event Date

Record Date (7.00pm CST) Friday 6 July 2012

SPP Offer opens Monday 16 July 2012

SPP Offer closes (5.00pm CST) Friday 3 August 2012

Date of issue of New Shares No later than Friday 17 August 2012

Expected date of commencement of trading of New Shares

The day after the issue of the New Shares and no later than Monday 20 August 2012

Despatch of Holding Statements No later than Thursday 23 August 2012

Adelaide Resources Limited directors who are Eligible Shareholders intend to participate under the SPP Offer.

The SPP Offer does not take into account the individual investment objectives, financial situation or particular needs of each Eligible Shareholder. You should consider seeking independent financial and taxation advice before making a decision as to whether or not to participate in the SPP Offer.

I encourage you to read the enclosed terms and conditions of the Share Purchase Plan Offer and the Offer and Acceptance Form. Should you require any further assistance, please contact the company’s Managing Director, Chris Drown, or Company Secretary, Nick Harding, by phone on (08) 8271 0600, or by email at adres@adelaideresources.com.au.

Yours sincerely

Andrew Brown Chairman

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TERMS AND CONDITIONS OF SHARE PURCHASE PLAN (the SPP) The offer of new shares under the SPP is made in accordance with ASIC Class Order 09/425. That instrument grants relief from the requirement to prepare a prospectus for the offer of new shares under the SPP. Under the SPP, Eligible Shareholders have the opportunity to participate in the SPP offer by subscribing for up to A$15,000 (333,333 shares) of new fully paid ordinary shares in ADN (New Shares) without incurring brokerage and subject to the following Terms and Conditions. Please read these Terms and Conditions relating to the SPP Offer carefully, as you will be bound by them by participating in the SPP. All New Shares issued under the SPP Offer will rank equally with existing fully paid ordinary ADN shares (ADN Shares) from the date of issue, and carry the same voting rights, dividend rights and other entitlements as existing ADN Shares. SPP Offer Key Dates Event Date Record Date (7:00pm CST)

Friday 6 July 2012

SPP Offer opens

Monday 16 July 2012

SPP Offer closes (5.00pm CST)

Friday 3 August 2012

Date of issue of New Shares

No later than Friday 17 August 2012

Expected date of commencement of trading of New Shares

The day after the issue of the New Shares and no later than Monday 20 August 2012

Despatch of Holding Statements

No later than Thursday 23 August 2012

ADN reserves the right to vary the timetable for the SPP Offer, including the closing date of the SPP Offer. Eligibility Participation in the SPP is entirely at the option of registered ADN shareholders. You are eligible to participate (Eligible Shareholder) if:

you were recorded in ADN’s share register as a holder of ADN Shares at 7:00pm (CST) on Friday 6 July 2012 (Record Date); and

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you have a registered address in Australia or New Zealand;

subject to the Terms and Conditions of the SPP, unless you are, or are acting for the account or benefit of, a US Person (as defined in Regulation S under the US Securities Act). The Board of Directors of ADN has determined that regulatory requirements make participation by shareholders who have registered addresses in countries outside Australia or New Zealand either unlawful or impracticable. Shares to be allotted under the SPP have not been and will not be registered under the US Securities Act and may not be offered, sold or delivered, directly or indirectly, in or to persons in, the United States. Limit on Investment No Eligible Shareholder may be issued with shares under the SPP with an application price totalling more than A$15,000 (333,333 shares). By accepting an offer under the SPP, each Eligible Shareholder certifies that the aggregate of the application price for the shares the subject of the application and any other shares applied for by the Eligible Shareholder under the SPP in the 12 months prior to the date of the application does not exceed A$15,000. The date of application for shares pursuant to an offer of shares under the SPP is deemed to be the closing date of that offer. If a single holder receives more than one offer and acceptance form due to owning multiple single holdings, the shareholder can only apply for a maximum of $15,000 of shares in total offered under the SPP, notwithstanding the number of acceptance forms received. If 2 or more persons are registered on the ADN register as jointly holding shares in ADN, they are taken to be a single registered holder of ADN shares and each holder may only apply for a maximum of $15,000 of shares in total offered under the SPP, notwithstanding the number of acceptance forms received. The SPP Offer also enables Eligible Shareholders who hold ADN Shares as a custodian, trustee or nominee (Custodian) to participate on behalf of each beneficiary on whose behalf the Custodian is holding ADN Shares. ADN will only issue New Shares to a Custodian in respect of a participating beneficiary if the Custodian certifies that it held ADN Shares on behalf of that beneficiary as at the Record Date and is deemed to be a Custodian under ASIC Class Order [CO 09-425] because:

a) the Eligible Shareholder holds an Australian financial services licence that:

(i) covers the provision of a custodian or depositary service; or (ii) includes a condition requiring the holder to comply with the requirements of

ASIC Class Order [CO 02/294]; or

b) the Eligible Shareholder is exempt under:

(i) paragraph 7.6.01(1)(k) of the Corporations Regulations 2001; or (ii) ASIC Class Order [CO 05/1270] to the extent that it relates to ASIC Class Order

[CO 03/184],

from the requirement to hold an Australian financial services licence for the provision of a custodial or depositary service; or

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c) it is a trustee of a self-managed superannuation fund or a superannuation master trust; or

d) it is the responsible entry of an IDPS - like scheme (as defined by ASIC Class Order

(CO 02/296); or

e) it is the registered holder of ADN Shares and are noted on the ADN register of members as holding ADN Shares on account of another person.

A ‘Beneficiary’ is a client of a Custodian or Downstream Custodian on whose behalf the Custodian or Downstream Custodian held ADN Shares on the Record Date. To the extent that a Custodian holds ADN Shares on behalf of a Beneficiary resident outside Australia and New Zealand, it is the responsibility of the Custodian to ensure that any acceptance complies with all acceptable foreign laws. Custodians wishing to participate on behalf of one Beneficiary should complete the Application Form and return it to ADN's share registry with payment. Custodians wishing to participate on behalf of more than one Beneficiary should contact ADN's share registry and request a Custodian Certificate and Schedule. Custodians should not pay the application monies using BPAY. If you hold ADN Shares as a custodian, trustee or nominee for another person, but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings (above) apply. If you choose not to participate in the SPP Offer, your right to participate lapses at the closing date of the SPP Offer, being 5:00pm (CST) on Friday 3 August 2012 (or a date otherwise notified by ADN). Application Procedure for New Shares The SPP Offer opens on Monday 16 July 2012. Under the SPP Offer, you have the option to acquire either A$2,000 (44,444 shares), A$5,000 (111,111 shares), A$10,000 (222,222 shares) or A$15,000 (333,333 shares) worth of New Shares (subject to scale back described further below). To apply for New Shares under the SPP Offer, you must complete the enclosed Application Form and forward it with a cheque, bank draft or money order made payable to “Adelaide Resources Limited” drawn on an Australian bank and in Australian dollars for the correct amount in the envelope provided. Alternatively, you can make your payment by BPay as set out in the Application Form. You will need to ensure that the acceptance slip and payment are received prior to the close of the offer at 5:00pm (CST) on Friday 3 August 2012. Do not forward cash. Receipts for payment will not be issued. Custodians must not pay by BPAY. If the exact amount payable is not tendered, ADN reserves the right to return the money tendered and if applicable the acceptance slip. Small cash balances will not be used to round up to the next whole share and, due to the cost of administration, will not be refunded. If the amount of the cheque, bank draft or money order tendered with your Application Form or your BPAY payment is:

less than A$2,000 – ADN will not allot any New Shares to you and will refund your application money to you (without interest);

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greater than A$15,000 – subject to scale back, ADN will allot the maximum number of New Shares to you (A$15,000 worth) and will refund the excess application money to you (without interest); or

for amounts between A$2,000 and A$15,000 that are not A$5,000 or A$10,000 –

subject to scale back, ADN will allot to you the number of New Shares that would have been allotted had you applied for A$2,000, A$5,000 or A$10,000 determined by the multiple that is nearest to but less than the amount of your cheque, bank draft or money order, and will refund the excess application money to you (without interest).

Non-Renounceable Offers of shares under the SPP are not renounceable or transferable (that is, Eligible Shareholders may not transfer the right to buy shares to anyone else). Issue Price Shares will be offered at A$0.045 per New Share, representing a discount of 12.7% of the volume weighted average market price of ADN Shares sold on the Australian Securities Exchange during the five trading days before the date that the SPP Offer was announced. You should be aware that the market price of ADN shares may rise or fall between the date of the offer under the SPP and the date when shares are issued under the SPP. This means that the price paid per New Share may be greater than or less than the price of ADN Shares at the time the New Shares are issued under the SPP. Before deciding whether to accept the SPP Offer, shareholders should refer to the current market price of ADN’s shares which can be obtained from the financial pages of the daily newspaper, your stockbroker, or the Australian Securities Exchange. Allotment ADN expects to allot New Shares under the SPP no later than Friday 17 August 2012. New Shares will rank equally with existing ADN Shares and therefore will carry the same voting rights, dividend rights and other entitlements. Shareholding statements will be despatched in respect of shares allotted under the SPP no later than Thursday 23 August 2012. ADN will apply for New Shares allotted under the SPP to be listed on the Australian Securities Exchange. Participation Costs No brokerage or other transaction costs will be payable by Eligible Shareholders in respect of the application for, and allotment of, shares purchased through the SPP. (If shares purchased under the SPP are subsequently sold, then normal brokerage and other transaction costs will apply.) Scale Back If all applications for New Shares under the SPP exceed 43,499,610 shares (ie approximately $1.957 million), ADN will allocate less than the number of New Shares applied for (“scale back”). No more than 43,499,610 New Shares will be issued under the SPP. In the event of a scale back, New Shares will be allotted at the sole discretion of the Board of Directors.

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If there is a scale back, you may therefore not receive the parcel of new shares that you applied for. If this occurs, your application money will be refunded (without interest) by cheque to your registered address as soon as practicable following allotment. In the event of a scale back, the number of New Shares issued to you will be rounded down to the nearest whole number. Refund of application monies Any application monies refunded by ADN will be paid by cheque in Australian currency. Change of Offer ADN reserves the right to amend, modify, suspend or terminate the SPP and ADN will advise the Australian Securities Exchange of any amendment, modification, suspension or termination. The omission to give notice of modification, suspension or termination of the SPP or the non-receipt of any such notice shall not invalidate the modification, suspension or termination. Without limiting the powers of modification, suspension or termination, ADN may allot to any person fewer shares than that person applied for under the SPP, or may allot no shares to that person, if the allotment of the shares concerned would contravene any law or the Listing Rules of the Australian Securities Exchange. Dispute Resolution ADN may settle in any manner it thinks fit any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any person, application or shares, and the decision of ADN shall be conclusive and binding on all persons to whom the decision relates. Waiver ADN reserves the right to waive strict compliance with any provision of these conditions. The powers of ADN under these conditions may be exercised by the Board of Directors of ADN or any delegate of that Board. Acknowledgements By making payment or returning an Application Form or Custodian application form, you certify, acknowledge, warrant and represent as true, correct and not misleading to ADN that:

(a) you have read and accepted the Terms and Conditions in full; (b) you declare that all details and statements in your application are true and complete

and not misleading;

(c) your application, on the Terms and Conditions of the SPP set out in this booklet (including the Application Form and Custodian application form), will be irrevocable and unconditional (that is, it cannot be withdrawn);

(d) as at 7:00pm (CST) on Friday 6 July 2012, you were recorded on ADN’s share

register as being a registered holder of ADN shares and having an address in Australia or New Zealand.

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(e) If you have a registered address in New Zealand, you continued to hold ADN Shares as at the opening of the SPP Offer on Monday 16 July 2012;

(f) you and each person for whose account or benefit you are acting is not in the United

States and is not a US Person, or acting for the account or benefit of a US Person;

(g) you acknowledge that the New Shares have not, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States, and the New Shares may not be offered, sold or otherwise transferred unless an exemption from the registration requirements of the U.S. Securities Act is available;

(h) you represent that you have not, and you agree that you will not, send any materials

relating to the SPP to any person in the United States or to any person who is, or is acting for the account or benefit of, a US Person;

(i) if you are applying on your own behalf (and not as a Custodian):

(i) you are not applying for New Shares with an application price of more than

A$15,000 under the SPP (including by instruction a Custodian to acquire New Shares on your behalf under the SPP);

(ii) the total of the aggregate application value for the following does not exceed

A$15,000:

(A) the New Shares the subject of the application; and (B) any other ADN Shares issued to you under the SPP or any similar

arrangement in the 12 months before the application; and (C) any other New Shares which you have instructed a Custodian to acquire

on your behalf under the SPP; and (D) any other ADN Shares issued to a Custodian in the 12 months before the

application as a result of an instruction given by you to the Custodian to apply for ADN Shares on your behalf under an arrangement similar to the SPP;

(j) if you are a Custodian and are applying on behalf of a beneficiary on whose behalf

you hold ADN Shares:

(i) you are a Custodian (as that term is defined in ASIC Class Order (CO 09/425));

(ii) either or both of the following (as applicable):

(A) that on the Record Date you held ADN Shares on behalf of one or more other persons (each a Beneficiary) that are not Custodians;

(B) that on the Record Date another Custodian ("Downstream Custodian")

held beneficial interests in ADN Shares on behalf of one or more other persons (each a Beneficiary), and you hold the shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian;

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(iii) that each Beneficiary has subsequently instructed either you or the Downstream Custodian (as applicable) to apply for shares on their behalf under the SPP;

(iv) details of the number of beneficiaries instructing you to participate, the name

and address of each beneficiary and in respect of each such beneficiary:

(A) the number of ADN Shares that you hold on behalf of that beneficiary; and

(B) the dollar amount of New Shares that the beneficiary, or its agent, has

instructed you to accept on behalf of the beneficiary;

as set out in the Application Form or the Custodian Certificate and Schedule, is true and correct;

(v) that there are no Beneficiaries in respect of whom the total of the application

price for (a) the ADN Shares applied for by you under the SPP on their behalf; and (b) for any other ADN Shares issued to you in the 12 months before the application as a result of an instruction given by the Beneficiary to you or a Downstream Custodian to apply for ADN Shares on their behalf under an arrangement similar to the SPP, exceeds A$15,000; and

(vi) that a copy of this offer document was given to each Beneficiary;

(k) you may be offered New Shares pursuant to the SPP in accordance with all

applicable laws, and any acceptance by you on your own behalf or in respect of any person for which you are acting complies with all applicable laws;

(l) you accept the risk associated with any refund that may be dispatched to you by

direct credit or cheque to your address shown on ADN’s register;

(m) you are responsible for any dishonour fees or other costs ADN may incur in presenting a cheque for payment which is dishonoured;

(n) you agree to be bound by the provisions of the Constitution of Adelaide Resources

Limited (as amended and as it may be amended from time to time in the future);

(o) you authorise ADN and its affiliates, officers and representatives to do anything on your behalf necessary for New Shares to be issued to you in accordance with these Terms and Conditions;

(p) you authorise ADN (and its officers and agents) to correct minor or easily rectified

errors in, or omissions from, your application and to complete the application by the insertion of any missing minor detail; and

(q) ADN may at any time irrevocably determine that your application is valid in

accordance with these Terms and Conditions, even if the application is incomplete, contains errors or is otherwise defective.

Governing law These Terms and Conditions are governed by the laws in force in South Australia.