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AUSQUEST LIMITED Capital/Financing Update 2011

Jun 2, 2011

64406_rns_2011-06-02_edcd911a-8135-4422-b125-7bad7b7aa98c.pdf

Capital/Financing Update

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3[rd] June, 2011 ASX Release

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AusQuest and Cliffs to form Exploration Joint Venture in Peru

Diversified Australian exploration company AusQuest Limited (“AusQuest”, or “the Company”, ASX: AQD) is pleased to advise that it has agreed to form a joint venture with US‐based Cliffs Natural Resources Exploration Inc. (“CNRE”), a wholly‐owned subsidiary of Cliffs Natural Resources Inc. (“Cliffs”), to identify, explore and evaluate potential Iron Oxide Copper Gold (IOCG) and other mineral deposits in south‐western Peru, South America.

The parties have signed a largely non‐binding Term Sheet to establish the joint venture, subject to completion of a binding joint venture agreement. AusQuest expects that final negotiations regarding the joint venture will be completed within the next three months.

The completion of a joint venture would extend the existing strategic alliance between AusQuest and Cliffs, which was originally established in September 2008. Cliffs, through a wholly‐owned subsidiary, currently holds a 30% equity interest in AusQuest.

Cliffs is an international mining and natural resources company. A member of the S&P 500 Index, Cliffs is a major global iron ore producer and a significant producer of high‐ and low‐volatile metallurgical coal. Cliffs operates iron ore and coal mines in North America and two iron ore mining complexes in Western Australia. Cliffs also has a 45% economic interest in a coking and thermal coal mine in Queensland, Australia. In addition, Cliffs has a major chromite project, in the pre‐feasibility stage of development, located in Ontario, Canada.

Term Sheet Summary

Initial exploration under the joint venture will be undertaken in two stages:

Stage 1 Exploration requires each party to contribute US$1 million (total US$2 million) towards the initial exploration program. At the end of Stage 1, each party can elect to withdraw or contribute to Stage 2.

Stage 2 Exploration requires each party to contribute up to a further US$1 million (total US$2 million) towards ongoing exploration programs.

During Stages 1 and 2 Exploration, AusQuest will be the operator of the joint venture with exploration programs and budgets to be approved by a Technical Advisory Committee consisting of both AusQuest and CNRE representatives.

Initial participating interests in any properties acquired by the joint venture during either Stage 1 or 2 Exploration will be owned by CNRE – 70% and AQD – 30%.

Properties that are believed to show potential for an economic IOCG deposit based on agreed parameters will be presented to CNRE as candidates for further investigation. In general, this will be prior to substantive drilling being undertaken on the property.

Should CNRE elect to accept the property as a Property of Merit (PoM) CNRE will be required to:

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  • spend a minimum of US$750,000 (including a US$500,000 commitment) on exploration activities within the first year after acceptance; and

  • spend a total of US$4 million (including the US$750,000 referred to above) on exploration activities within a three year time period after acceptance.

If CNRE fails to meet the above funding requirements, AusQuest will have the right to acquire full ownership of the PoM for no cash consideration.

If CNRE elects not to accept the property as a PoM, then AusQuest will be entitled to pursue that property in its own right; however CNRE will have a Right of First Offer should AusQuest subsequently elect to dispose of the property. The transfer of any property interests, or equity in any companies holding property interests, from AusQuest to CNRE will be subject to AusQuest shareholder approval if required.

Should CNRE spend between US$1 million and US$3 million on the PoM and elect to withdraw, it will retain a 0.5% net smelter royalty. If CNRE spends between US$3 million and US$4 million on the PoM and elects to withdraw, it will retain a 1.0% net smelter royalty.

If CNRE meets all of its funding contribution targets with respect to a PoM it will have an option to increase its equity in that PoM from 70% to 80% by completing a pre‐feasibility study in a further three year period subject to AusQuest shareholder approval.

Each PoM will be governed by a separate joint venture agreement which will contain terms and conditions commonly agreed to by international companies engaged in mining activities.

Commentary

The Board of AusQuest is pleased to be partnering with Cliffs to explore south‐western Peru, building further on the existing alliance between the companies. The new joint venture has the potential to add significant value to the Company while at the same time reducing the risks associated with early stage exploration.

Each party will bring particular expertise and capabilities to the joint venture, namely CNRE’s financial and operational capabilities and AusQuest’s exploration expertise including staff with extensive IOCG and Peruvian experience.

Peru is a highly prospective country with large IOCG and porphyry copper deposits already known and being developed. The Board looks forward to reporting on progress with both the final agreement and exploration activity over the coming months.

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Graeme Drew Managing Director AusQuest Limited

COMPETENT PERSON’S STATEMENT

The details contained in this report that pertain to exploration results are based upon information compiled by Mr Graeme Drew, a full-time employee of AusQuest Limited. Mr Drew is a Fellow of the Australasian Institute of Mining and Metallurgy (AUSIMM) and has sufficient experience in the activity which he is undertaking to qualify as a Competent Person as defined in the December 2004 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (JORC Code). Mr Drew consents to the inclusion in the report of the matters based upon his information in the form and context in which it appears.

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