Bullabulling Gold : Second Supplementary Target’s Statement

6 June 2014 ASX Code: BAB, AIM Code: BGL

ASX LIMITED Electronic Lodgement

Bullabulling Gold Limited (ASX: BAB) - Takeover bid by Norton Gold Fields Limited - Second Supplementary Target's Statement

We attach, by way of lodgement pursuant to section 647(3)(b) of the Corporations Act 2001 (Cth), a copy of Bullabulling Gold Limited's (Bullabulling) second supplementary target's statement dated 6 June 2014 in response to the off-market takeover bid by Norton Gold Fields Limited for all the fully paid ordinary shares in Bullabulling.

David McArthur

Chief Financial Officer & Company Secretary

Bullabulling Gold Limited

For information, contact:

Brett Lambert Bullabulling Gold Limited Level 2, 55 Carrington Street

Nedlands, WA, 6009, Australia

Tel: [phone]

Neil Boom

Gresham PR Ltd (UK media) Tel: [phone]

Westhouse Securities Limited

(UK Broker & Nominated Adviser) Martin Davison / Hugo Rubinstein Tel: [phone]

John Gardner / Rupert Dearden MAGNUS Investor Relations. Corporate Communication. (Australian Media)

Tel: [phone]

[e-mail] [e-mail]

Bullabulling Gold Limited ABN 50 153 234 532

Second Supplementary Target's Statement

1 Introduction

This document is a supplementary target's statement under section 644 of the Corporations Act 2001 (Cth). It is the second supplementary target's statement (Second Supplementary Target's Statement) issued by Bullabulling Gold Limited ABN 50 153
234 532 (Bullabulling) in relation to the off-market takeover bid for all the ordinary shares in the capital of Bullabulling on issue as at 5.00pm (AWST) on 18 April 2014 by Norton Goldfields Limited ABN 23 112 287 797 (Norton). This Second Supplementary Target's Statement supplements, and should be read together with, Bullabulling's target's statement dated 14 May 2014 (Original Target's Statement) and first supplementary target's statement dated 5 June 2014 (First Supplementary Target's Statement).
Words and phrases defined in the Original Target's Statement have the same meaning in this Second Supplementary Target's Statement (unless otherwise defined).

2 Clarification

Please see the attached ASX announcement which contains a clarification of the forecast gold production for the Bullabulling Gold Project referred to in the Original Target's Statement.

3 Other notices

This Second Supplementary Target's Statement prevails to the extent of any inconsistency with the Original Target's Statement or the First Supplementary Target's Statement.
A copy of this Second Supplementary Target's Statement has been lodged with ASIC. Neither ASIC nor any of its officers take any responsibility for its contents.
Signed for and on behalf of Bullabulling Gold Limited following a resolution of the directors of Bullabulling Gold Limited.

sign here ►

print name Brett Lambert

date ► 6 June 2014

((,

BULL.ABULLING

G D L D L I MITE D

ABN 50153 234 S32

6June 2014 ASX Code:BAB,AIM Code:BGL CLARIFICATION • BULLABULLING GOLD PROJECT PRODUCTION FORECAST

Bullabulling Gold Limited (the Company or BAB) refers to the announcements to the Australian Securities Exchange Limited (ASX) and AIM on 7 February 2013,2

July2013,15 October2013,19 February2014,7 March 2014,12 March 2014,30

April2014,27 May 2014 and BAB's Target's Statement released on 14 May 2014 which referto the Bullabulling Gold Project.

Those announcements and the Target's Statement include a reference to the forecast gold production for the Bullabulling Gold Project. This forecast godl production was based on the results of the prefeasibility study first reported on 7 February 2013 and the optimisation of those results through the revised mine plans developed following resource updates,as reported on 13 May 2013 and 19 September 2013. The materia! assumptions underpinning that production forecast,

including the capitai expenditure requirements to bring the project to full production, werelast

reported to lhe ASX on 7 March 2014.The directors of OAO are noiaware of any materia! change

in circumstances that impacts the technicalviability of the Bullabulling Gold Project or the estimates of capitai and operating costs that have been announced for the project,as last reported on 7

March 2014.

As reported in the Target's Statement and the Chari man's address to the AGM released on 27 May

2014, addtiional funding wili be required for the Bullabulling Gold Project to bring it to the

production stage and there i s currently no certainty of thi s funding. The directors strategy during the study phase of the project is to raise funds periodically when they are neededin the least

dilutionary manner to shareholders.The Company intends to evaluate a range of funding

alternatives for project development once an Ore Reserve has been estimated.

lnvestors are advised that, as there is no certainty that sufficient funding will be secured for the

Bullabulling Gold Project, the economie viability of the project has not been established notwithstanding the independently assessed MineraiResources of 3.75 milloi n ounces of gold 1 and the results of the prefeasibility study and further optimisation work carri ed out. As BAB is

concerned that investors may imply that economie viability has been established for the project,it retracts the gold production forecasts and cautions investors against using those statements as a basis for investment decisions about shares in the Company.

Oavid McArthur

Company Secretary

CompetenPl erson S atement

The inlormation in this report thalrelates lo MinernlResources is basedupon inlom1alion compiled byMr TrevorP cher, Wllo is a fulllime employee olthe Company and is a member olThe Aulralasian lnstituel of Minni g and Metalurgy.Mr

P cher has sulficient experience relevant lo the styfe oml ineralisation and type oldeposi!under consideration and the activity in Which heis undertakinglo quality as a CompetenlPerson under the 2012 Edition ol he Australasian Code for Reporting Exploration Resulls,MineraiResources and Ore Reserves (JORC Code).Mr Pilcher consents lo the inclusion in this report of the mattes based on his inlormation in the lorm and context in which ilappears.

1Mineral resouroes estimates comprise lndicatedMineraiResources of 72.4 milliontonnes at 0.98gjt gold (2.8million ounces) and tnferred MineraiResources of 41.5milloi n tonnes at 1.11g/t gold (1.47 million ounces). Thsi informat on was prepared and first disclosedunder the JORC Code 2004.lt has not been updated since to comply withthJORC Code 2012 on the basis that the information has not materially changed since it was las!reported.

level 2, 55 Carri ngton Street,Nedlands WA 5009Telephone [phone]& Fax [phone]

Post,l Address:PO Box 985,N«tls WA 6909

E ma il in f o @b ullab u lli nggold.com www . bullab u llingg old .c om

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