BARYS RESOURCES LIMITED — Capital/Financing Update 2012

Aug 2, 2012

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3 August 2012

Dear Shareholder

Notice to Shareholders of Entitlement Issue

We write to you as the registered holder of Mining Group Limited ( Mining Group or Company ) shares as at today’s date. As announced on 31 July 2012, the Directors of Mining Group have resolved to undertake a renounceable entitlement issue of up to approximately 50,202,344 fully paid ordinary shares ( Shares ) on the basis of one new Share for every one Share held by shareholders on the Record Date at an issue price of $0.10 per new share to raise up to approximately $5,020,234 ( Entitlement Offer ) .

The Entitlement Offer is conditionally partially underwritten to the extent of 25,000,000 Shares ( Underwritten Shares ) by Patersons Securities Limited ( Underwriter ). The Company must pay the Underwriter a corporate advisory fee of $75,000, an underwriting fee of 6% of the total amount raised pursuant to the Underwritten Shares, and a placement fee of 6% in relation to any shortfall shares placed by the Underwriter.

In addition, the Prospectus covers the issue of up to 12,500,000 options to acquire Shares at an exercise price of 20 cents ( Listed Options ) to the Underwriter (or its nominees) in consideration for the services provided by the Underwriter in relation to the Entitlement Offer ( Listed Options Offer ) . The issue of any Listed Options under the Listed Options Offer is subject to Shareholder approval at a general meeting.

The funds raised from the Entitlement Offer are being used for:

• (a) repayment of a $500,000 loan to White Swan Nominees Pty Ltd;

• (b) exploration activities on Mining Group’s mining tenements;

• (c) expenses incurred in undertaking the Entitlement Offer; and

• (d) general working capital.

The Entitlement Offer is available to Mining Group shareholders registered on the record date of 13 August 2012 ( Record Date ) and who reside in Australia or New Zealand ( Eligible Shareholders ). The Entitlement Offer is being made pursuant to a Prospectus which was lodged with the Australian Securities and Investments Commission on 1 August 2012 ( Prospectus ). The Prospectus is available at the Company’s website: www.mininggroup.net.au or on the ASX website (company announcements section, ASX code: MNE) at www.asx.com.au.

If you remain registered as a shareholder of Mining Group on the Record Date you will be entitled to participate in the Entitlement Offer. The timetable for the Entitlement Offer is below*:

participateintheEntitlement Offer. The timetablefortheEntitlement Offer is	below*:
Event	Date
Announcement of Offer	31 July 2012
Lodgement of Prospectus with the ASIC	1 August 2012
Notice to Shareholders	3 August 2012
Ex-Date	7 August 2012
Rights start trading	7 August 2012
Record Date for determining Shareholder entitlements	13 August 2012
Despatch of Prospectus to Shareholders	16 August 2012
Rights stop trading	23 August 2012
Shares quoted on a deferred settlement basis	24 August 2012

Closing Date of Offer	30 August 2012
Allotment and despatch of holding statements	7 September 2012
Shareholder meeting to approve issue of Listed Options	On or about 10 September
Issue of Listed Options and dispatch of holding statements	On or about 11 September

* Dates subject to change and indicative only. The Company reserves the right to amend this timetable, including, subject to the Corporations Act 2001 (Cth) and the Listing Rules of ASX, to extend the Closing Date.

A copy of the Prospectus will be sent to you on 16 August 2012 if you are an Eligible Shareholder. If you wish to participate in the Entitlement Offer, it will be necessary for you to complete an Entitlement and Acceptance form, which will accompany your Prospectus, and return it with the appropriate application monies, to the Company before the Closing Date.

Actions required of Eligible Shareholders

There are a number of actions Eligible Shareholders may take:

• You may take up all or some of your rights to subscribe for New Shares pursuant to the Prospectus ( Entitlements ). To take up all or some of your Entitlements you will need to ensure your application money for the Entitlements you wish to take up is received by Computershare Investor Services Pty Limited ( Share Registry ) by no later than 5:00pm (WST) on 30 August 2012, by either completing and returning your Entitlement and Acceptance Form together with your application money or making a payment by BPAY in accordance with the instructions on your Entitlement and Acceptance Form.

• You may seek to sell all or some of your Entitlements on ASX. You can seek to sell your Entitlements on ASX from 7 August 2012 until the close of market on 23 August 2012. To sell any of your Entitlements you need to contact your broker as soon as possible.

• You may transfer all or some of your Entitlements to another person other than on ASX. To transfer all or some of your Entitlements you will either need to contact your CHESS Controlling Participant (usually your broker) and follow their instructions or complete a renunciation and transfer form (which can be obtained from Share Registry) and return it, together with the purchaser’s cheque for the Entitlements they wish to take up so that it is received by the Share Registry by no later than 5:00pm (WST) on 30 August 2012.

• You may do nothing. If you choose to do nothing with your Entitlements, while you will continue to hold the same number of Shares, your interest in the Company will be diluted and you will receive no value for your Entitlement.

The Directors of Mining Group recommend that if you are in doubt as to the value of the Entitlement Offer then you should contact your financial adviser.

If you have any queries in relation to the Entitlement Offer, please do not hesitate to contact Shannon Coates, the Company Secretary on (08) 9322 6424.

Yours faithfully

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Shannon Coates

Company Secretary

GROUND FLOOR, 3 RICHARDSON STREET, WEST PERTH, WESTERN AUSTRALIA 6005 TELEPHONE 08 9322 6424 FAX 08 9486 1258

www.mininggroup.net.au