Rights Issue Prospectus

Range Resources Ltd
ABN 88 002 522 009

1 Havelock Street
West Perth, WA 6005

P [phone]
F [phone]

www.rangeresources.com.au

5 January 2009

Rights Issue Prospectus

Range Resources Limited (ASX Code: "RRS" and AIM Code: "RRL") ("Range") wishes
to advise that it has today lodged a copy of its prospectus for a pro-rata
non-renounceable entitlement issue of 1 New Option for every 2 Shares held at
the Record Date together with 1 free Attaching Option for every 4 New Options
subscribed for. The issue price for each New Option is 1.5 cents ($0.015) and
each New Option shall have an exercise price of 1.5 cents ($0.015) and may be
exercised at any time on or before 31 May 2009. The Offer seeks to raise
approximately $1,569,787 before expenses of the Offer.

The text of the prospectus follows below, with a full formatted copy of the
prospectus available on Range's website at www.rangeresources.com.au.

For and on behalf of the Board.

PETER LANDAU

Executive Director

Contacts

Range Resources
Peter Landau
Aus: [phone]
UK: [phone]
[e-mail]

Australia

PPR                               RFC Corporate Finance
David Tasker                      (Nominated Advisor)
[phone]                 Stuart Laing
[e-mail]              [phone]

London

Conduit PR                        Fox-Davies Capital
Jonathan Charles                  (Broker)
+ 44 (0) 20 7429 6666             Daniel Fox-Davies
[e-mail]            [phone]


1. Summary of important dates and important notes

TIMETABLE AND IMPORTANT DATES

Lodgement of Prospectus with ASIC             5 January 2009
Lodgement of Prospectus and Appendix 3B       5 January 2009
with ASX

Notice sent to Optionholders                  6 January 2009
Notice sent to Shareholders                   7 January 2009
Ex date                                       8 January 2009
Record Date                                 5:00pm (WDST) on
                                             14 January 2009

Prospectus and Entitlement and Acceptance    20 January 2009

Forms despatched to Shareholders
Closing Date*                               5:00pm (WDST) on
                                             6 February 2009
ASX notified of under subscriptions         10 February 2009
Despatch holding statements*                12 February 2009


* The Directors may extend the Closing Date by giving at least 6 Business Days
notice to ASX prior to the Closing Date. Consequently, the date on which the
New Options and Attaching Options are allotted, holding statements despatched
and Attaching Options quoted on ASX may vary.

IMPORTANT NOTES

Shareholders should read this document in its entirety and, if in doubt,
should consult their professional advisers.

This Prospectus is dated 5 January 2009 and a copy of this Prospectus was
lodged with ASIC on that date. ASIC and ASX take no responsibility for the
content of this Prospectus.

The Expiry Date of this Prospectus is 13 months after the date the Prospectus
was lodged with ASIC. No New Options or Attaching Options will be allotted or
issued on the basis of this Prospectus after the Expiry Date.

No person is authorised to give information or to make any representation in
connection with this Prospectus which is not contained in the Prospectus. Any
information or representation not so contained may not be relied on as having
been authorised by the Company in connection with this Prospectus.

Applications for New Options, together with free Attaching Options, offered
pursuant to this Prospectus can only be submitted on an original Entitlement
and Acceptance Form or Shortfall Application Form which accompanies this
Prospectus.

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 (except
to existing Shareholders in New Zealand and the United Kingdom) may be
restricted by law and persons who come into possession of this Prospectus
should seek advice on and observe any of these restrictions. Failure to comply
with these restrictions may violate applicable securities laws. Having regard
to the number of existing Shareholders resident in countries outside
Australia, New Zealand and the United Kingdom, the number and value of
securities that would be offered to existing Shareholders in those countries
and the cost of complying with legal and regulatory requirements, Shareholders
with registered addresses in countries outside Australia, New Zealand and the
United Kingdom will not be entitled to participate in the Offer.

This Prospectus is a transaction specific prospectus and has been prepared in
accordance with section 713 of the Corporations Act. It does not contain the
same level of disclosure as an initial public offering prospectus. In making
representations in this Prospectus regard has been has to the fact that the
Company is a disclosing entity for the purposes of the Corporations Act and
certain matters may reasonably be expected to be known to investors and
professional advisers whom potential investors may consult.

RISK FACTORS

Potential investors should consider any investment in the Company speculative
and should consult their professional advisers before deciding whether to
apply for New Options, together with free Attaching Options, pursuant to this
Prospectus. For further information in relation to the risk factors relating
to the Company, please refer to Section 7 of this Prospectus.

ELECTRONIC PROSPECTUS

A copy of this Prospectus can be downloaded from the website of the Company at
www.rangeresources.com.au. Any person accessing the electronic version of the
Prospectus for the purposes of making an investment in the Company must be an
Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an
Application Form unless it is attached to a hard copy of this Prospectus or it
accompanies the complete and unaltered version of this Prospectus. Any person
may obtain a hard copy of this Prospectus free of charge by contacting the
Company.


2. CORPORATE DIRECTORY

Directors                           Share Registries*
 
Marcus Edwards-Jones                Australia
                                    Computershare Investor Services Pty
Sir Sam Jonah                       Ltd
 
Peter Landau                        Level 2, 45 St Georges Terrace
 
                                    PERTH WA 6000
 
Company Secretary                   Telephone: [phone]
 
Peter Landau                        Facsimile: [phone]
 
                                    United Kingdom
                                    Computershare Investor Services PLC
Australian Business Number          The Pavillions
                                    Bridgwater Road
88 002 522 009                      Bristol BS99 7NH
                                    UNITED KINGDOM
                                    Telephone: [phone]
                                    Facsimile: ([phone]
Registered Office
                                    Auditors
Level 3
1 Havelock Street                   BDO Kendalls Audit & Assurance (WA)
                                    Pty Ltd
WEST PERTH WA 6005
                                    128 Hay Street
Telephone: [phone]
                                    SUBIACO WA 6008
Facsimile: [phone]
                                    Telephone: [phone]
 
                                    Facsimile: [phone]

Home Stock Exchange
Australian Securities Exchange
Exchange Plaza
2 The Esplanade
 
PERTH WA 6000
ASX Code: RRS
 
Overseas Stock Exchange
Alternative Investment Market (AIM)
c/- London Stock Exchange
10 Paternoster Square
London EC4M 7LS
UNITED KINGDOM

AIM Code: RRL


* Neither Computershare Investor Services Pty Ltd nor Computershare Investor
Services PLC has been involved in the preparation of this Prospectus and
neither has consented to being named in this Prospectus. Their names have been
included for information purposes only.

3. Letter TO Shareholders

Dear Shareholder

Your Directors are pleased to offer you an opportunity to participate in the
Company's Rights Issue to raise approximately $1,569,787 on the basis of the
Offer being fully subscribed. Full details of the Offer are set out in Section
4. For information regarding the use of proceeds raised from the Offer, please
refer to Section 5. An update of the Company's activities is set out below.

While the Board shares Shareholder frustration over the delay in the
commencement of the drilling of the first well in Puntland for over 16 years,
the Board is confident that 2009 will provide the results that have attracted
Shareholders to the Company. With Africa Oil demonstrating that oil
exploration activity can be completed successfully in Puntland with the
completion of the seismic programme, the next step is for drilling to
commence.

On Shore Seismic and Drilling Programme

The Company's joint venture partner, Africa Oil, recently announced the
completion of its 2D seismic programme in Puntland's Dharoor Valley. A total
of 782 km of good quality vibroseis data, comprising a grid of 15 lines were
recorded (see diagram below).

Africa Oil is currently processing the new survey and combining the results
with 555 km of older seismic data previously acquired. Mapping of this
combined survey is scheduled to commence in early 2009 and drilling locations
will be selected before the end of the first quarter 2009. A more definitive
timetable for rig mobilisation and drilling will be announced as drilling
locations are finalised early in 2009.

Range notes that the current world financial crisis combined with recent low
oil prices has meant that rig availability has increased significantly while
budgeted drilling costs have decreased significantly, thereby providing Africa
Oil greater flexibility in finalising its programme.

The Company has commenced contributions to the expenditure programme on the
Dharoor Valley (subject to finalisation of cost allocation under the joint
operating agreement with Africa Oil). The Company will provide a drilling
budget when finalised early in 2009. It should be noted that Africa Oil's
expenditure to date includes a rig mobilisation fee and purchased and
delivered inventory (mainly well heads and casing) sufficient for 4 wells.

Offshore Programme

Work is underway to compile and review previously collected seismic data in
order to design a new 2D seismic acquisition programme for Puntland's offshore
oil and gas areas. Discussions regarding possible joint ventures with third
parties are expected to be finalised early in 2009. The key point to note is
that, in line with the world economic situation referred to above, the
proposed costs of any proposed offshore programme have reduced significantly
and, to this end, the Company is looking at alternative operators in addition
to renegotiating the current offer from the Chinese geophysical group. The
Company (with the input of its new management team) believes that one or more
joint ventures with industry partners in offshore Puntland would allow the
Company to explore while reducing exposure to exploratory risk and significant
capital expenditures. The Board remains confident that the oil and gas
potential of offshore Puntland matches that of other successfully developed
international offshore oil and gas areas.

Puntland Elections

The Presidential election for Puntland is scheduled to be held 9-10 January
2009. As discussed at the Company's recent Annual General Meeting, the Company
is confident of the re-election of current President Hersi. However, if
President Hersi is not re-elected, the Company will work with any new
President and provide relevant updates to Shareholders. The timing and
structure of the Rights Issue is designed to coincide with the outcome of the
Puntland elections. The Company will send an update of the election results to
Shareholders in conjunction with the mailing of this Prospectus on 20 January
2009.

Rights Issue

Given the Company's current Share price and the state of global capital
markets, the Board has attempted to make the Offer as attractive as possible
to Shareholders. While everyone is frustrated with the delays to the drilling
programme, the Puntland programme has progressed and all of the requirements
are currently there for at least 2 wells to be drilled in 2009.

The Closing Date for acceptances is 5:00pm (WDST) on Friday, 6 February 2009.

The Company looks forward to your support.

Yours faithfully

Peter Landau
Executive Director

4. DETAILS OF The Offer

4.1 The Offer

The Offer is being made as a non-renounceable entitlement issue on the basis
of 1 New Option for every 2 Shares held by Shareholders registered at the
Record Date, together with 1 free Attaching Option for every 4 New Options
subscribed for. The subscription price for each New Option shall be 1.5 cents
($0.015) and each New Option shall have an exercise price of 1.5 cents
($0.015) and is exercisable at any time on or before 31 May 2009. Each
Attaching Option shall have an exercise price of 5 cents ($0.05) and is
exercisable at any time on or before 31 December 2011.

For every New Option which a subscriber exercises following subscription, the
subscriber shall receive 1 Share and, for every 4 New Options exercised, a
subscriber shall receive 3 further Attaching Options.

Fractional Entitlements will be rounded down to the nearest whole number.

Based on the capital structure of the Company as at the date of this
Prospectus and assuming no Existing Options are exercised prior to the Record
Date, the maximum number of New Options to be issued pursuant to this Offer is
approximately 104,652,472 New Options, together with approximately 26,163,118
Attaching Options. The Offer will raise up to approximately $1,569,787.

As at the date of this Prospectus, the Company has 68,078,215 Existing Options
on issue, comprising 64,901,186 listed options ($1.00; 1 October 2010) and
3,177,029 unlisted options ($0.50; 30 June 2012). Holders of Existing Options
will not be entitled to participate in the Offer without first exercising
their Existing Options and becoming registered as a Shareholder on or before
the Record Date, in accordance with the terms and conditions of the Existing
Options.

However, the Company will allow the holders of Existing Options and those
persons who held Expired Options (at the date of their expiry) to apply for
New Options and Attaching Options under the Shortfall Offer, on a priority
basis. Please refer to Section 4.4.

All Shares issued upon the exercise of the New Options and Attaching Options
offered under this Prospectus will rank equally with the Shares on issue at
the date of this Prospectus. Please refer to Section 6.3 for further
information regarding the rights and liabilities attaching to the Shares.

All of the New Options and Attaching Options offered under this Prospectus
will have the terms and conditions set out in Section 6.1 and 6.2,
respectively.

The purpose of the Offer and the use of funds raised are set out in Section
5.1.

4.2 Further Attaching Options

The further Attaching Options issued upon the exercise of the New Options will
not be issued to holders of New Options until such time as the Company has
prepared a disclosure document for the purposes of complying with the
technical requirements of the Corporations Act in respect of the grant of
these subsequent Attaching Options.

Although the Company retains the discretion to issue the disclosure document
earlier, the Company may not issue such a document until such time as all New
Options have either been exercised or expired.

For clarity, the Attaching Options issued upon the exercise of the New Options
will not be able to be transferred or exercised until such time as they are
issued.

4.3 Application for New Options

Your acceptance of the Offer must be made on the Entitlement and Acceptance
Form accompanying this Prospectus. Your acceptance must not exceed your
Entitlement as shown on that form. If it does, your acceptance will be deemed
to be for the maximum Entitlement.

You may participate in the Offer as follows:

(a) if you wish to accept your full Entitlement:

(i) complete the Entitlement and Acceptance Form; and
(ii) attach your cheque, drawn on an Australian bank or a bank draft made
payable in Australian currency, for the amount indicated on the Entitlement
and Acceptance Form; or

(b) if you wish to accept part of your Entitlement:
(i) fill in the number of New Options you wish to accept in the space provided
on the Entitlement and Acceptance Form; and

(ii) attach your cheque, drawn on an Australian bank or bank draft made
payable in Australian currency, for the appropriate application monies (at 1.5
cents ($0.015) per New Option); or

(c) if you do not wish to accept all or part of your Entitlement, you are not obliged 
to do anything.  Shareholders who wish to apply for more than their Entitlement will 
need to apply for additional New Options under the Shortfall Offer. Please refer to
Section 4.4 for further information on the Shortfall Offer.

Completed Entitlement and Acceptance Forms and accompanying cheques made
payable to "Range Resources Ltd - Option Offer Account" and crossed "Not
Negotiable" must be mailed or delivered to the following addresses by not
later than the Closing Date:

Range Resources Ltd           or         Computershare Investor Services Pty Ltd
Level 3                                  Locked Bag 2508
1 Havelock Street                        Perth WA 6001
West Perth WA 6005                       AUSTRALIA
AUSTRALIA

Alternatively, Applicants may pay via credit card by following the
instructions set out on the Entitlement and Acceptance Form.

The Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer 
all or part of their Entitlement.

4.4 Shortfall Offer

Any Entitlements not taken up pursuant to the Offer will form the Shortfall
Offer. The Directors reserve the right to issue Shortfall Options at their
absolute discretion. However, it is the intention of the Directors to give
priority under the Shortfall Offer to the holders of Existing Options and
those persons who held Expired Options (at the date of their expiry).

Shareholders who wish to subscribe for Shortfall Options are invited to
complete the relevant field on their Entitlement and Acceptance Form
accompanying this Prospectus and return it to the Company, together with a
cheque for the value of the Shortfall Options subscribed. Alternatively,
Shareholders may pay via credit card by following the instructions set out on
the Entitlement and Acceptance Form.

The Directors reserve the right to allot to an Applicant a lesser number of
Shortfall Options than the number for which the Applicant applied for on their
Entitlement and Acceptance Form or Shortfall Application Form, or to reject an
application, or to not proceed with placing the Shortfall.

The Shortfall Offer is a separate offer made pursuant to this Prospectus and
may remain open up to 3 months after the Closing Date. However, Shareholders
should note that unless the Company has received commitments, to its
satisfaction, by the Closing Date for the entire Shortfall, the Offer will not
proceed and no New Options or Attaching Options will be issued and the Company
will return all application monies to Applicants in accordance with the
Corporations Act.

The issue price for each New Option issued under the Shortfall Offer shall be
1.5 cents ($0.015) being the price at which New Options have been offered
under the Offer. The New Options issued under the Shortfall Offer will be
issued with free Attaching Options in the same ratio as offered under the
Offer.

The Company has agreed to pay a fee of 6% of the value of New Options
subscribed to any broker who places New Options and Attaching Options under
the Shortfall Offer.

4.5 Allotment of Securities

New Options and Attaching Options issued pursuant to the Offer will be
allotted as soon as practicable after the Closing Date and in accordance with
the ASX Listing Rules and timetable set out in Section 1.

New Options and Attaching Options issued pursuant to the Shortfall Offer will
be allotted as soon as possible after the Closing Date. Where the number of
New Options and Attaching Options issued is less than the number applied for,
or where no allotment is made, surplus application monies will be refunded
without any interest to the Applicant as soon as practicable after the Closing
Date.

Pending the allotment and issue of the New Options and Attaching Options or
payment of refunds pursuant to the Prospectus, all application monies will be
held by the Company in trust for the Applicants in a separate bank account as
required by the Corporations Act. However, the Company will be entitled to
retain all interest that accrues on application monies and each Applicant
waives the right to claim interest.

Holding statements for New Options and Attaching Options issued under the
Offer will be mailed as soon as possible after the Closing Date and in
accordance with the ASX Listing Rules and timetable set out in Section 1 and,
for New Options and Attaching Options issued under the Shortfall Offer, as
soon as practicable after their issue.

4.6 Australian Securities Exchange Listing

The New Options issued pursuant to this Prospectus will not be quoted on ASX.
However, application for Official Quotation of the Attaching Options offered
pursuant to this Prospectus will be made in accordance with the timetable set
out in Section 1 of this Prospectus and in any event within 7 days after the
date of this Prospectus. If approval is not obtained from ASX before the
expiration of 3 months after the date of issue of the Prospectus, (or such
period as varied by the ASIC), the Company will not issue any New Options or
Attaching Options and will repay all application monies within the time
prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Attaching Options is not
to be taken in any way as an indication of the merits of the Company or the
Attaching Options being offered under this Prospectus.

4.7 Overseas Shareholders

This Offer does not, and is not intended to, constitute an offer in any place
or jurisdiction in which, or to any person to whom, it would not be lawful to
make such an offer or to issue this Prospectus.

No action has been taken to register or qualify the New Options or Attaching
Options the subject of the Offer or otherwise permit a public offering of the
New Options or Attaching Options the subject of the Offer in any jurisdiction
outside Australia (other than to existing Shareholders resident in New Zealand
or the United Kingdom). Having regard to the number of existing Shareholders
resident in countries outside Australia, New Zealand and the United Kingdom,
the number and value of securities that would be offered to existing
Shareholders in those countries and the cost of complying with legal and
regulatory requirements, Shareholders with registered addresses in countries
outside Australia, New Zealand and the United Kingdom will not be entitled to
participate in the Offer.

The return of a completed Shortfall Application Form by an Applicant with a
registered address outside Australia will be taken by the Company to
constitute a representation and warranty by the Applicant that all applicable
securities laws have been complied with and that any necessary approvals have
been obtained.

Shareholders resident in New Zealand and the United Kingdom should consult
their professional advisers as to whether any governmental or other regulatory
consents are required, or other formalities need to be observed, to enable
them to take up the Entitlements under the Offer.

4.8 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing option certificates in respect of any New
Options or Attaching Options issued pursuant to the Offer. The Company is a
participant in CHESS, for those investors who have, or wish to have, a
sponsoring stockbroker. Investors who do not wish to participate through CHESS
will be issuer sponsored by the Company. Because the sub-registers are
electronic, ownership of securities can be transferred without having to rely
upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to
investors. Instead, investors will be provided with separate statements
(similar to a bank account statement) that sets out the number of New Options
and Attaching Options allotted to them under this Prospectus. The notice will
also advise holders of their Holder Identification Number or Security Holder
Reference Number and explain, for future reference, the sale and purchase
procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any
changes in their security holding in the Company during the preceding month.

4.9 Privacy Act

If you complete an application for New Options, you will be providing personal
information to the Company (directly or through the Company's share registry).
The Company collects, holds and will use that information to assess your
application, service your needs as a holder of securities in the Company,
facilitate distribution payments and corporate communications to you as a
holder of securities in the Company and carry out corporate administrative
tasks.

The information may also be used from time to time and disclosed to persons
inspecting the register, bidders for your securities in the context of
takeovers, regulatory bodies, including the Australian Taxation Office,
authorised securities brokers, print service providers, mailing houses and the
Company's share registry.

You can access, correct and update the personal information that the Company
holds about you. Please contact the Company or its share registry if you wish
to do so at the relevant contact numbers set out in the Section 2.

Collection, maintenance and disclosure of certain personal information is
governed by legislation including, the Privacy Act 1988 (Cth) (as amended),
the Corporations Act and certain rules such as the ASTC Settlement Rules. You
should note that if you do not provide the information required on the
application for New Options, the Company may not be able to accept or process
your application.

4.10 Enquiries

Any questions concerning the Offer should be directed to Peter Landau,
Executive Director and Company Secretary, on [phone] or at
[e-mail].

5. PURPOSE AND EFFECT OF THE OFFER

5.1 Purpose of the Offer

The purpose of the Offer is to raise up to approximately $1,569,787. The
proceeds of the Offer are planned to be used in accordance with the table set
out below:

Item Activity / Purpose                                 Full
                                                    Subscription1

 1   Exploration costs in relation to the            $1,239,787
     Puntland Projects

 2   Working capital                                  $300,000

 3   Expenses of the Offer2                            $30,000

     Total                                           $1,569,787


Notes:

1. Unless the Offer is fully subscribed or the Company has received
commitments, to its satisfaction, by the Closing Date for the entire
Shortfall, the Offer will not proceed and no New Options or Attaching Options
will be issued and the Company will return all application monies to
Applicants in accordance with the Corporations Act.

2. Refer to Section 8.6 of this Prospectus for further details relating to the
estimated expenses of the Offer.

The amounts referred to in the above table are indicative only and are
estimates based on the Company's intentions at the date of this Prospectus.

As the exercise of the New Options and Attaching Options is uncertain, the
additional funds that the Company may receive have not been included in the
table.

5.2 Effect of the Offer

The principal effect of the Offer, assuming all New Options and Attaching
Options offered under the Prospectus are issued and no Existing Options are
exercised prior to the Record Date, will be to:

(a) increase the cash reserves of the Company by approximately $1,539,787
(after deducting the expenses of the Offer) immediately after completion of
the Offer; and

(b) increase the number of Options on issue from 68,078,215 as at the date of this 
Prospectus to 198,893,805.

5.3 Pro-Forma Consolidated Balance Sheet

The audited Consolidated Balance Sheet as at 30 June 2008 and the unaudited
Pro-Forma Consolidated Balance Sheet as at 30 June 2008 shown on this page
have been prepared on the basis of the accounting policies normally adopted by
the Company and reflect the changes to its financial position. They have been
prepared assuming all New Options and Attaching Options offered under this
Prospectus are issued, no Existing Options are exercised prior to the Record
Date, and after deducting the expenses of the Offer.

The Balance Sheet has been prepared to provide investors with information on
the assets and liabilities of the Company and pro-forma assets and liabilities
of the Company as noted below. The historical and pro-forma financial
information is presented in an abbreviated form, insofar as it does not
include all of the disclosures required by Australian Accounting Standards
applicable to annual financial statements.


                                  Audited Adjustments      Unaudited
                             30 June 2008                  Pro Forma
                             Consolidated               Consolidated
 
                                       A$                         A$
ASSETS
CURRENT ASSETS
Cash and cash
equivalents *                   4,137,360   1,539,787      5,677,147
Trade and other
receivables                     1,441,220           -      1,441,220
Other current assets              108,932           -        108,932
TOTAL CURRENT ASSETS            5,687,512   1,539,787      7,227,299
 
NON-CURRENT ASSETS
Financial assets
available for
sale                            2,004,561           -      2,004,561
Property, plant and
equipment                         288,119           -        288,119
Exploration & evaluation
expenditure                    77,120,784           -     77,120,784
TOTAL NON-CURRENT
ASSETS                         79,413,464           -     79,413,464
TOTAL ASSETS                   85,100,976   1,539,787     86,640,763
 
CURRENT LIABILITIES
Trade and other payables          815,190           -        815,190
TOTAL LIABILITIES                 815,190           -        815,190
 
NET ASSETS                     84,285,786   1,539,787     85,825,573
 
EQUITY
Issued capital                101,619,057           -    101,619,057
Reserves                       11,014,714   1,539,787     12,554,501
Accumulated losses           (28,347,985)           -   (28,347,985)
TOTAL EQUITY                   84,285,786   1,539,787     85,825,573


* As stated in the 30 September 2009 Appendix 5B, cash and cash equivalents
balance was $2,709,746. (Pro-forma cash balance after rights issue
$4,249,533).

5.4 Effect on Capital Structure

The effect of the Offer on the capital structure of the Company, assuming all
New Options and Attaching Options offered under the Prospectus are issued and
no Existing Options are exercised prior to the Record Date, is set out below.

Shares

                                                         Number

Shares currently on issue                             209,304,944
Shares offered pursuant to the Offer                          Nil
Total Shares on issue after completion of             209,304,944
the Offer
Options

                                                         Number

Options (listed) (ASX Code: RRSOA)                     64,901,186
(exercise price $1.00; expiry date 1 October 2010)
Options (unlisted)                                      3,177,029
(exercise price $0.50; expiry date 30 June 2012)
New Options offered pursuant to the Offer1            104,652,472
(unlisted)
(exercise price $0.015; expiry date 31 May 2009)
Attaching Options offered pursuant to the Offer1       26,163,118
(listed)
(exercise price $0.05; expiry date 31 December
2011)
Total Options on issue after completion of the        198,893,805
Offer


Note:

1 The terms and conditions of the New Options and Attaching Options are set
out in Section 6.1 and 6.2, respectively.

In the event all the New Options issued pursuant to this Prospectus are
exercised 1 Share will be issued per New Option exercised and 3 further
Attaching Options will be issued for every 4 New Options exercised by each
subscriber. As a result the number of Shares and Options on issue will be
313,957,416 and 172,730,687, respectively.

6. Rights and liabilities attaching to securities

6.1 New Options

The terms and conditions of the New Options to be issued pursuant to this
Prospectus are as follows:

(a) Each New Option entitles the holder to subscribe for 1 Share upon the
payment of the exercise price 1.5 cents ($0.015) per New Option (the "Exercise
Price").

(b) The New Options will expire at 5.00pm (WST) on 31 May 2009 (the "Expiry Date").
(c) The Company will not apply to ASX for official quotation of the New
Options nor will the New Options be transferable.

(d) For every New Option exercised the holder will receive 1 Share and, for
every 4 New Options exercised, the holder shall receive 3 free Attaching
Options issued on the terms and conditions set out in Section 6.2. However,
these Attaching Options will not be issued until such time as the Company has
prepared a disclosure document for the purposes of complying with the
technical requirements of the Corporations Act in respect of the grant of
these subsequent Attaching Options. Although the Company retains the
discretion to issue the disclosure document earlier, the Company may not issue
such a document until such time as all New Options have either been exercised
or expired.

(e) Shares issued on the exercise of New Options will rank equally with all
existing Shares of the Company from the date of issue.

(f) Subject to paragraph (g), the New Options may be exercised wholly or in
part by notice in writing to the Company received at any time on or before the
Expiry Date, together with payment of the Exercise Price for the number of New
Options being exercised. Any New Options not exercised by the Expiry Date will
automatically lapse at the Expiry Date.

(g) Where the New Options are exercised in part, they must be exercised in
multiples of 10,000 on each occasion. If the holder of New Options holds less
than 10,000 New Options, the New Options must be exercised in whole if
exercised.

(h) The Company will allot the number of Shares and Attaching Options the
subject of any exercise notice and, at its cost, apply for quotation of the
Shares and Attaching Options so allotted.

(i) There are no participating rights or entitlements inherent in the New
Options and holders of New Options will not be entitled to participate in new
issues of capital, which may be offered to Shareholders during the currency of
the New Options, without first exercising their New Options. To this end,
holders of New Options will be given at least 6 Business Days notice prior to
and inclusive of the book's record date (to determine entitlements to the
issue), to exercise the New Options.

(j) In the event of any re-organisation (including reconstruction,
consolidation, subdivision, reduction or return of capital) of the issued
capital of the Company:

(i) the number of New Options, the exercise price of the New Options, or both
will be reconstructed (as appropriate) in a manner consistent with the ASX
Listing Rules, but with the intention that such reconstruction will not result
in any benefits being conferred on the holders of New Options which are not
conferred on Shareholders; and

(ii) subject to the provisions with respect to rounding of entitlements as
sanctioned by a meeting of Shareholders approving a reconstruction of capital,
in all other respects the terms for the exercise of the New Options will
remain unchanged.

(k) If the Company proceeds with a pro rata issue (except a bonus issue) of
securities to Shareholders after the date of the issue of the New Options, the
exercise price of the New Options may be reduced in accordance with the
formula set out in ASX Listing Rule 6.22.2.

(l) If there is a bonus issue to Shareholders, the number of Shares over which
a New Option is exercisable may be increased by the number of Shares which the
holder of the New Option would have received if the New Option had been
exercised before the record date for the bonus issue.

(m) The terms of the New Options shall only be changed if Shareholders (whose
votes are not to be disregarded), approve such a change. However, the terms of
the New Options shall not be changed to reduce the Exercise Price, increase
the number of New Options or change any period for exercise of the New
Options.

6.2 Attaching Options

The terms and conditions of each Attaching Option to be issued are as follows:

(a) Each Attaching Option entitles the holder to subscribe for 1 Share upon
the payment of the exercise price of 5 cents ($0.05) per Attaching Option (the
"Exercise Price").

(b) The Attaching Options will expire at 5.00pm (WST) on 31 December 2011 (the "Expiry Date").

(c) The Company will apply to ASX for official quotation of the Attaching Options.

(d) Shares issued on the exercise of Attaching Options will rank equally with
all existing Shares of the Company from the date of issue.

(e) Subject to paragraph (f), the Attaching Options may be exercised wholly or
in part by notice in writing to the Company received at any time on or before
the Expiry Date, together with payment of the Exercise Price for the number of
Attaching Options being exercised. Any Attaching Options not exercised by the
Expiry Date will automatically lapse at the Expiry Date.

(f) Where the Attaching Options are exercised in part, they must be exercised
in multiples of 10,000 on each occasion. If the holder of Attaching Options
holds less than 10,000 Attaching Options, the Attaching Options must be
exercised in whole if exercised.

(g) The Company will allot the number of Shares the subject of any exercise
notice and, at its cost, apply for quotation of the Shares so allotted.

(h) There are no participating rights or entitlements inherent in the
Attaching Options and holders of Attaching Options will not be entitled to
participate in new issues of capital, which may be offered to Shareholders
during the currency of the Attaching Options, without first exercising their
Attaching Options. To this end, holders of Attaching Options will be given at
least 6 Business Days notice prior to and inclusive of the book's record date
(to determine entitlements to the issue), to exercise the Attaching Options.

(i) In the event of any re-organisation (including reconstruction,
consolidation, subdivision, reduction or return of capital) of the issued
capital of the Company:

(i) the number of Attaching Options, the exercise price of the Attaching
Options, or both will be reconstructed (as appropriate) in a manner consistent
with the ASX Listing Rules, but with the intention that such reconstruction
will not result in any benefits being conferred on the holders of Attaching
Options which are not conferred on Shareholders; and

(ii) subject to the provisions with respect to rounding of entitlements as
sanctioned by a meeting of Shareholders approving a reconstruction of capital,
in all other respects the terms for the exercise of the Attaching Options will
remain unchanged.

(j) If the Company proceeds with a pro rata issue (except a bonus issue) of
securities to Shareholders after the date of the issue of Attaching Options,
the exercise price of the Attaching Options may be reduced in accordance with
the formula set out in ASX Listing Rule 6.22.2.

(k) If there is a bonus issue to Shareholders, the number of Shares over which
an Attaching Option is exercisable may be increased by the number of Shares
which the holder of the Attaching Option would have received if the Attaching
Option had been exercised before the record date for the bonus issue.

(l) The terms of the Attaching Options shall only be changed if Shareholders
(whose votes are not to be disregarded), approve such a change. However, the
terms of the Attaching Options shall not be changed to reduce the Exercise
Price, increase the number of Attaching Options or change any period for
exercise of the Attaching Options.

6.3 Shares

The following is a summary of the more significant rights and liabilities
attaching to the Shares which will be issued upon the exercise of New Options
and Attaching Options issued pursuant to this Prospectus. 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.

Full details of the rights attaching to Shares are set out in the
Constitution, a copy of which is available for inspection at the Company's
registered office during normal business hours.

(a) Notice of Meetings

Each Shareholder is entitled to receive notice of general meetings of the
Company. Except in certain circumstances, Shareholders are entitled to be
present in person, or by proxy, attorney or representative, to speak or to
vote at general meetings of the Company, or to join in demanding a poll.
Shareholders may requisition general meetings in accordance with the
Corporations Act.

(b) Voting

At a general meeting, on a show of hands, every person present who is either a
member, a proxy, an attorney or a representative of a Shareholder has one
vote. At the taking of a poll, every Shareholder present in person or by
proxy, attorney or representative has one vote for each Share held.

(c) Dividends

The Directors may from time to time authorise and pay dividends out of the
profits of the Company. Dividends are payable in proportion to the number of
Shares held by Shareholders.

(d) Winding Up

If the Company is wound up, the liquidator may, with the sanction of a special
resolution, divide among the Shareholders the whole or any part of the
property of the Company. The liquidator may also, with the sanction of a
special resolution, vest the whole or any part of the property in a trustee on
trust for Shareholders.

(e) Transfer of Shares

A Shareholder may transfer Shares by a written transfer or by a transfer
effected under a computerised or electronic system recognised by the ASX
Listing Rules or by the Corporations Act. The Directors may refuse to register
a transfer of Shares where the ASX Listing Rules permit the Company to do so.
On any refusal to register a transfer of Shares, the Company must give written
notice to the transferee and the reasons for the refusal.

(f) Creation and Issue of Further Shares

Shareholders in general meeting may from time to time increase the Company's
capital. The allotment and issue of any shares is under the control of the
Directors. Subject to restrictions on the allotment of shares to Directors and
their associates, the ASX Listing Rules, the Constitution and the Corporations
Act, the Directors may allot, issue, grant options over or otherwise dispose
of shares on such terms and conditions and with such rights and privileges as
they see fit.

(g) Variation of Rights

At present the Company has only ordinary shares on issue. If shares of another
class were issued, the rights and privileges attaching to the shares could be
altered with the sanction of a special resolution passed at a separate meeting
of holders of the shares of that class.

7. RISK FACTORS

7.1 Introduction

The New Options and Attaching Options offered under this Prospectus are
considered speculative, and involve investors being exposed to risk. The
Directors strongly recommend Applicants and potential applicants examine the
contents of this Prospectus and consult their professional advisers before
deciding whether to apply for New Options and free Attaching Options pursuant
to this Prospectus.

There are specific risks which relate directly to the Company's business. In
addition, there are other general risks, many of which are beyond the control
of the Company and the Directors. The risks indentified in this Section, and
other risk factors, may have a material and adverse impact on the financial
performance of the Company and the market price of Shares.

The following is not intended to be an exhaustive list of the risk factors to
which the Company is exposed.

7.2 Specific Socio-Political, Title and Access Risks Associated with the Company's 
Exploration Rights in Puntland

The Company's principal assets are oil and gas and mineral exploration and
exploitation rights held under various agreements with the government and
parliament of the semi-autonomous state of Puntland in the African nation of
Somalia. While the Company has been assured of the validity of its rights by
the Government and Parliament of Puntland and has received appropriate legal
advice, there is no clear undisputable legal authority giving the Puntland
Government the power to grant these rights. This is largely a function of the
unstable recent political history of both Somalia and, to a lesser extent,
Puntland.

Given the relatively formative nature of Somalia and Puntland's legal systems,
there is also a high risk that the Company would not be able to effectively
and legally enforce any of its rights under its agreements should it need to
for any reason. The enforcement of its rights relies heavily on its ability to
maintain good relationships with the government and other key stakeholders in
Puntland. The maintenance of such relationships in turn relies heavily on the
ability of the Company to retain its key executives, directors, consultants
and partners who contribute significantly to the Company's key relationships
in Puntland. While the Company currently enjoys a strong relationship with the
existing Puntland Government, there can be no guarantee that the Company will
enjoy a similarly strong relationship with future Puntland Governments.

The result of the Puntland presidential election scheduled for 9-10 January
2009 may impact on the Company's rights in relation to its Puntland Projects.
The Company will provide an update on the election results to Shareholders
with this Prospectus on despatch of the Prospectus to Shareholders on or
around 20 January 2009.

Furthermore, the Company's ability to carry out exploration and future
exploitation activities in Puntland depends on it being able to safely access
the areas it wishes to explore or exploit. While the Puntland Government is
currently facilitating such access, Puntland has experienced times of internal
instability and armed conflict in its past and, more recently, acts of piracy
in its offshore areas, and this may prevent the Company and its partners from
accessing their planned exploration or exploitation areas.

7.3 Specific Technical Risks Associated with the Company's Exploration Projects

No resources or reserves of oil or gas or minerals have yet been identified at
the Company's Puntland Projects, and there can be no guarantee that any
economically recoverable accumulations of oil and gas or minerals will be
delineated. Furthermore, whilst estimates of undiscovered resources of oil in
place have been made for the Nogal Basin in Puntland and comparisons have been
made between the hydrocarbon geology of the Nogal and Dharoor Basins in
Puntland and productive basins in Yemen, there is no guarantee that any
producible reservoirs will be identified through exploration by the Company
and its partners. This may be due to the lack of adequate closure (seal or
otherwise) on the postulated reservoir structures, poor reservoir qualities or
other factors.

7.4 Joint Venture Partner Risk

The work commitments on the Company's key exploration project areas, the Nogal
and Dharoor Basins, are being fully funded (up to US$22.5 million in each
basin) by the Company's joint venture partner, Africa Oil. While Africa Oil
has raised some funding to help carry out the remainder of its exploration
programme, it has not yet raised funding to fully meet its 4 well work
commitments. While it is considered remote (given the key backers of Africa
Oil), there is a risk that Africa Oil will not be able to raise sufficient
extra funding to meet the work commitments, and this could result in the
forfeiting of the rights in relation to those areas.

7.5 General Exploration and Mining Risks

The future viability and profitability of the Company as an exploration and
mining company will be dependent on a number of risk factors, including, but
not limited to, the following:

(a) commodity prices and exchange rates and, in particular, the price of oil and gas;
(b) the discovery and delineation of hydrocarbon and/or mineral reserves which
can be economically exploited on any of the permits in which the Company has
an interest cannot be guaranteed. The presence of hydrocarbon resources will
not be known until the target reservoir has been drilled and the ability to
commercially extract the hydrocarbons will not be known until appropriate well
tests and feasibility studies have been completed. There is always a risk that
any potential hydrocarbon hosting structures identified by geophysical and
other techniques will not contain hydrocarbons due to inappropriately placed
or timed hydrocarbon migration, ineffective seal on the structure, later
disruption of the structure or various other critical factors. A potential
reservoir structure may also contain non-commercial volumes due to adverse
reservoir conditions, inadequate hydrocarbon charge and the cost and
availability of extraction and delivery infrastructure;

(c) the cost and timing of exploration activities - which can be adversely
affected by the availability of and competition for drilling rigs, remote
sensing equipment and appropriately skilled and experienced consultants. In
particular, the failure to secure a drilling rig within permit work programme
timetables may result in the need to renegotiate permit terms with the
relevant authority or relinquishment of the permit;

(d) poor weather conditions over a prolonged period which might adversely
affect exploration, development and production activities with associated
increase in costs and the timing of earning revenues;

(e) unforeseen equipment failures, breakdowns or repairs may result in
significant delays to exploration, development or production activities,
notwithstanding regular programs of repair, maintenance and upkeep;

(f) the granting and renewal of relevant permits and approvals for
exploration, development and production activities from relevant government
authorities;

(g) access to funding for ongoing exploration and development activities will
be essential until the Company has established a profitable production base.
The availability and terms of such funding cannot be guaranteed, and may
result in the curtailment of activities, the possible relinquishment or
disposal of permit interests and the possible substantial dilution of current
Shareholders' interests in the Company's assets;

(h) the risk of material adverse changes in the government policies or
legislation of Puntland affecting the level of mining and exploration
activities or otherwise affecting the profitability of the Company's projects
and other future mining operations;

(i) the Company is heavily reliant on the expertise and relationships of its
relatively small executive team, and it may be adversely affected if it was
unable to retain the services of these personnel or other suitable senior
personnel;

(j) environmental management issues which the Company may be required to
comply with from time to time and the potential risk that regulatory
environmental requirements or circumstances could impact on the economic
performance of the Company's operations.

7.6 Other General Business and Share Ownership Risks

(a) Economic Risks
General economic conditions, movements in interest and inflation rates and
currency exchange rates may have an adverse effect on the Company's
exploration, development and production activities, as well as on its ability
to fund those activities.

(b) Market Conditions
Share market conditions may affect the value of the Company's quoted
securities regardless of the Company's operating performance. Share market
conditions are affected by many factors such as:

(i) general economic outlook;

(ii) interest rates and inflation rates;

(iii) changes in investor sentiment toward particular market sectors;

(iv) the demand for, and supply of, capital; and

(v) terrorism or other hostilities.
The market price of securities can fall as well as rise and may be subject to
varied and unpredictable influences on the market for equities in general and
resource exploration stocks in particular. Neither the Company nor the
Directors warrant the performance of the Company or any return on an
investment in the Company.

(c) Taxation
The acquisition and disposal of Shares issued upon the exercise of New Options
or Attaching Options will have tax consequences which will differ depending on
the individual financial affairs of each investor. All potential investors in
the Company are urged to obtain independent financial advice about the
consequences of acquiring New Options and Attaching Options and of acquiring
and disposing of Shares following the exercise of New Options and/or Attaching
Options, from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of
their respective advisors accept no liability or responsibility with respect
to the taxation consequences of subscribing for New Options and free Attaching
Options issued under this Prospectus or arising following the issue and
disposal of Shares following the exercise of New Options and/or Attaching
Options.

(d) Investment Speculative
The above list of risk factors should not be regarded as an exhaustive list of
the risk factors faced by the Company or by investors in the Company. The
above factors, and others not specifically referred to above, may in the
future materially and adversely affect the financial performance of the
Company and the value of the securities offered under this Prospectus.

Therefore, the New Options and free Attaching Options issued pursuant to this
Prospectus carry no guarantee with respect to returns of capital or the market
value of the New Options and Attaching Options nor any Shares issued upon the
exercise of such New Options or Attaching Options.

Potential investors should consider that the investment in the Company is
speculative and should consult their professional advisers before deciding
whether to apply for New Options and free Attaching Options pursuant to this
Prospectus.

8. ADDITIONAL INFORMATION

8.1 Continuous Disclosure Obligations

The Company is a "disclosing entity" (as defined in Section 111AC of the
Corporations Act) for the purposes of section 713 of the Corporations Act and,
as such, is subject to regular reporting and disclosure obligations.
Specifically, like all listed companies, the Company is required to
continuously disclose any information it has to the market which a reasonable
person would expect to have a material effect on the price or the value of the
Company's securities.

This Prospectus is a "transaction specific prospectus". In general terms, a
"transaction specific prospectus" is only required to contain information in
relation to the effect of the issue of the securities on the Company and the
rights attaching to the securities. It is not necessary to include general
information in relation to all of the assets and liabilities, financial
position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly
available information in relation to the Company which has been notified to
ASX and does not include all of the information that would be included in a
prospectus for an initial public offering of securities in an entity that is
not already listed on a stock exchange. Investors should therefore have regard
to the other publicly available information in relation to the Company before
making a decision whether or not to invest.

Having taken such precautions and having made such enquiries as are
reasonable, the Company believes that it has complied with the general and
specific requirements of ASX as applicable from time to time throughout the 3
months before the issue of this Prospectus which required the Company to
notify ASX of information about specified events or matters as they arise for
the purpose of ASX making that information available to the stock market
conducted by ASX.

Information that is already in the public domain has not been reported in this
Prospectus other than that which is considered necessary to make this
Prospectus complete.

The Company, as a disclosing entity under the Corporations Act, states that:

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with ASIC in relation to the Company (not being
documents referred to in Section 1274(2)(a) of the Corporations Act) may be
obtained from, or inspected at, the offices of ASIC; and

(c) it will provide a copy of each of the following documents free of charge,
to any person on request between the date of issue of this Prospectus and the
Closing Date:

(i) the annual financial report most recently lodged by the Company with ASIC
(ii) any half-year financial report lodged by the Company with the ASIC after
the lodgement of the annual financial report referred to in (i) and before the
lodgement of this Prospectus with ASIC; and

(iii) any continuous disclosure documents given by the Company to ASX in
accordance with the ASX Listing Rules as referred to in section 674(1) of the
Corporations Act after the lodgement of the annual financial report referred
to in paragraph (i) above and before the lodgement of this Prospectus with
ASIC.

Copies of all documents lodged with ASIC in relation to the Company can be
inspected at the registered office of the Company during normal office hours.

Details of documents lodged with ASX since the date of lodgement of the annual
financial report and before the lodgement of this Prospectus with the ASIC are
set out in the table below:

 Lodgement Date  Description of Announcement

23 October 2008  Notice of 2008 Annual General Meeting
24 October 2008  Suspension from Official Quotation
24 October 2008  Company Request for Voluntary Suspension
29 October 2008  Key Appointments and Initiatives re Puntland Project
30 October 2008  Reinstatement to Official Quotation
31 October 2008  September 2008 Quarterly Activities and Cashflow
                 Report

3  November 2008 Final Director's Interest Notice
20 November 2008 Range Resources Clarifies Inaccurate Newspaper Article
24 November 2008 Results of Annual General Meeting
24 November 2008 AGM Presentation
2  December 2008 Change of Registered Office and Company Secretary
19 December 2008 Appendix 3B
24 December 2008 Ceasing to be a Substantial Shareholder
31 December 2008 Ceasing to be a Substantial Shareholder

ASX maintains files containing publicly available information for all listed
companies. The Company's file is available for inspection at ASX during normal
hours.

8.2 Underwriting Agreement

In order to allow the Directors to participate in the Offer, the Offer is
underwritten to the extent of $150,000 by Doull Holdings Pty Ltd. Doull
Holdings Pty Ltd is a related party of the Company by virtue of the fact that
it is controlled by Peter Landau, a Director. By an agreement dated 5 January
2009, Doull Holdings Pty Ltd agreed to underwrite the Offer to the extent of
$150,000.

The only terms of the Underwriting Agreement are:

(a) no fees, commissions or expenses are payable to Doull Holdings Pty Ltd; and
(b) the agreement to underwrite the Offer to the extent of $150,000 is
conditional upon the Company receiving commitments (including the amount of
$150,000 committed by Doull Holdings Pty Ltd), to its satisfaction, for the
entire Shortfall by the Closing Date.

8.3 Directors' Interests

Other than as set out below or elsewhere in this Prospectus, no Director nor
any firm in which such a Director is a partner, has or had within 2 years
before the lodgement of this Prospectus with ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) property acquired or proposed to be acquired by the Company in connection
with its formation or promotion or the Offer; or

(c) the Offer,

and no amounts have been paid or agreed to be paid (in cash or shares or
otherwise) to any Director or to any firm in which any such Director is a
partner, either to induce him to become, or to qualify him as, a Director or
otherwise for services rendered by him or by the firm in connection with the
formation or promotion of the Company or the offer of New Options pursuant to
this Prospectus.

The Directors' relevant interests in securities of the Company as at the date
of this Prospectus are:

Director                            Shares          Options              Entitlement

Sir Sam Jonah                     8,270,025           Nil               4,135,012 New
                                                                         Options and
                                                                     1,033,753 Attaching
                                                                           Options

Mr Peter Landau                      Nil              Nil                    Nil1

Mr Marcus Edwards-Jones            600,000            Nil                300,000 New
                                                                     Options and 75,000
                                                                      Attaching Options

Notes: 1 Pursuant to the Underwriting Agreement, Doull Holdings Pty Ltd, a
company controlled by Peter Landau, has agreed to underwrite the Offer to the
extent of $150,000. Subject to the condition to the Underwriting Agreement
being met, if the Shortfall Offer is not fully subscribed, Mr Landau will be
required to subscribe for up to a maximum of 6,666,667 New Options and
1,666,666 Attaching Options. For a summary of the Underwriting Agreement,
please refer to Section 8.2.

Marcus Edwards-Jones has indicated that he intends to take up his full
Entitlement under the Offer.

The Constitution provides that the Directors may be paid for their services as
Directors, a sum not exceeding such fixed sum per annum as may be determined
by the Company in general meeting, to be divided among the Directors and, in
default of agreement, then in equal shares.

The Company paid to the Directors and former directors of the Company (both
executive and non-executive), a total of $1,031,958 for the year ended 30 June
2008. For the period from 1 July 2008 to the date of this Prospectus $652,134
has been paid or is payable by the Company by way of approved remuneration for
services provided by all Directors or former directors of the Company
(executive and non-executive), companies associated with those Directors or
former directors of the Company or their associates in their capacity as
Directors or former Directors of the Company, employees, consultants or
advisers (and including superannuation payments).

Directors, companies associated with the Directors or their associates are
also reimbursed for all reasonable expenses properly incurred in the course of
conducting their duties which include, but are in no way limited to, out of
pocket expenses, travelling expenses, disbursements made on behalf of the
Company and other miscellaneous expenses.

8.4 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no expert,
promoter, adviser or any other person named in the 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 with which any of those
persons is or was associated, has or had within 2 years before the lodgement
of this Prospectus with ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) property acquired or proposed to be acquired by the Company in connection
with its formation or promotion, or the Offer; or

(c) the Offer,

and no amounts have been paid or agreed to be paid (in cash or shares or
otherwise) to any expert, promoter, adviser 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 this
Prospectus, or to any firm in which any of those persons is or was a partner,
or to a company with which any of those persons is or was associated, for
services rendered by that person, or by the firm or the company, in connection
with the formation or promotion of the Company or the Offer.

8.5 Litigation

As at the date of this Prospectus, the Company is not involved in any legal
proceedings, and the Directors are not aware of any legal proceedings pending
or threatened against the Company.

8.6 Expenses of the Offer

If the Offer is fully subscribed, the expenses of the Offer are estimated to
be approximately $30,000 (excluding GST), comprising the following individual
expenses:

        Item                                             Amount ($)

ASIC Fees                                                     2,010
ASX Fees                                                      5,412
Printing, postage and other expenses                         22,578
Total                                                        30,000

In addition, the Company has agreed to pay a fee of 6% of the value of New
Options subscribed to any broker who places New Options and Attaching Options
under the Shortfall Offer. For details relating to the Shortfall Offer, please
refer to Section 4.4.

8.7 Market Price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act
and its Shares are enhanced disclosure securities quoted on ASX.

The highest, lowest and last market sale prices of the Shares on ASX during
the three months immediately preceding the date of lodgement of this
Prospectus with ASIC and the respective dates of those sales were:

      Highest            8.5 cents        6 October 2008
      Lowest             2.6 cents        1 December 2008
       Last              4.6 cents       31 December 2008

8.8 Electronic Prospectus

Pursuant to Class Order 00/44, ASIC has exempted compliance with certain
provisions of the Corporations Act to allow distribution of an electronic
prospectus and electronic application form on the basis of a paper prospectus
lodged with ASIC, and the publication of notices referring to an electronic
prospectus or electronic application form, subject to compliance with certain
conditions.

If you have received this Prospectus as an electronic Prospectus, please
ensure that you have received the entire Prospectus accompanied by the
Application Form. If you have not, please phone the Company on [phone]
and the Company will send you, for free, either a hard copy or further
electronic copy of the Prospectus or both. Alternatively, you may obtain a
copy of this Prospectus from the Company's website at
www.rangeresources.com.au.

The Company reserves the right not to accept an Application Form from a person
if it has reason to believe that when that person was given access to the
electronic Prospectus and any relevant supplementary or replacement
prospectus, or any of those documents, they were incomplete or unaltered.

9. DIRECTORS' AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by
a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has
consented to lodgement of this Prospectus with ASIC.

Peter Landau
Executive Director
for and on behalf of
RANGE RESOURCES LTD

5 January 2009

10. Glossary

"$" means Australian dollars.

"Africa Oil" means Africa Oil Corporation.

"Applicant" means a Shareholder who applies for New Options pursuant to the
Offer or a Shareholder or other party who applies for Shortfall Options
pursuant to the Shortfall Offer.

"Annual General Meeting" means the annual general meeting of the Company held
on 24 November 2008.

"Application Form" means the Entitlement and Acceptance Form and/or the
Shortfall Application Form, as the context requires.

"ASIC" means the Australian Shares and Investments Commission.

"ASX" means ASX Limited (ACN 008 624 691).

"ASX Listing Rules" means the Listing Rules of ASX.

"Attaching Option" means an option to subscribe for a Share on the terms and
conditions set out in Section 6.2.

"Board" means the Board of Directors of the Company from time to time.

"Business Day" means a Monday to Friday inclusive, except for any day which
ASX declares is not a Business Day.

"Closing Date" means 5:00pm (WDST) on 6 February 2009, unless extended.

"Company" means Range Resources Ltd (ACN 002 522 009).

"Constitution" means the constitution of the Company as at the date of this
Prospectus.

"Corporations Act" means the Corporations Act 2001 (Cth) as amended from time
to time.

"Directors" means the directors of the Company.

"Entitlement" means the entitlement of a Shareholder who is eligible to
participate in the Offer.

"Entitlement and Acceptance Form" means the entitlement and acceptance form
either attached to or accompanying this Prospectus.

"Existing Option" means an option to subscribe for a Share and which is on
issue as at the date of this Prospectus.

"Expired Options" means those options to subscribe for a Share at an exercise
price of $1.00 which expired on 1 October 2008.

"New Option" means an option to subscribe for a Share on the terms and
conditions set out in Section 6.1.

"Offer" or "Rights Issue" means the non-renounceable entitlement issue of one
New Option for every 2 Shares held by Shareholders on the Record Date
(together with 1 free Attaching Option for every 4 New Options subscribed for)
at an issue price of 1.5 cents ($0.015) per New Option with each New Option
having an exercise price of 1.5 cents ($0.015) and being exercisable at any
time on or before 5:00pm (WST) on 31 May 2009, to raise up to approximately
$1,569,787 if fully subscribed.

"Official Quotation" has the same meaning as that expression in the ASX
Listing Rules.

"Options" means any or all of the Attaching Options, Existing Options or New
Options, as the context requires.

"Prospectus" this prospectus dated 5 January 2009.

"Puntland Projects" means the Company's oil and gas exploration activities in
the Dharoor Basin and Nogal Basin in Puntland and proposed oil and gas
activities on offshore Puntland.

"Record Date" means 5:00pm (WDST) on 14 January 2009.

"Section" means a section of this Prospectus.

"Share" means a fully paid ordinary share in the capital of the Company.

"Shareholder" means a holder of a Share.

"Shortfall" means the New Options, together with free Attaching Options, not
applied for under the Offer (if any).

"Shortfall Application Form" means the shortfall application form either
attached to or accompanying this Prospectus.

"Shortfall Offer" means the offer of the Shortfall in accordance with this
Prospectus.

"Shortfall Options" means those New Options, and free Attaching Options on the
same ratio as made under the Offer, available for subscription under the
Shortfall Offer (if any).

"WDST" means Western Daylight Saving Time, as observed in Perth, Western
Australia or, if WDST is not being observed, WST.

"WST" means Western Standard Time, as observed in Perth, Western Australia.