BARYS RESOURCES LIMITED — Capital/Financing Update 2013

Apr 23, 2013

==> picture [227 x 48] intentionally omitted <==

24 April 2013

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 22 April 2013, the Directors of Mining Group have resolved to undertake a non-renounceable entitlement issue of approximately 85,085,655 new shares ( New Share s) on the basis of four New Shares for every five Mining Group shares held by shareholders on the record date at an issue price of $0.025 per New Share and a free attaching New Option ( New Options ) (with an exercise price of $0.05 and an expiry date of 30 June 2015) for every two New Shares issued to raise approximately $2,127,141 before costs ( Entitlement Issue ) .

The Entitlement Issue is fully underwritten by Cygnet Capital Pty Ltd ( Underwriter or Cygnet ). In consideration, Cygnet will be entitled to a 5% capital raising fee and 1% management fee calculated on total funds raised via the Entitlement Issue, which, at Cygnet’s election can be taken as cash or converted to shares at the same price as those offered pursuant to the Entitlement Issue.

Further, on successful completion of the Entitlement Issue, and subject to shareholder approval if required, Cygnet will be entitled to a success fee of 22,500,000 options on the same terms as the New Options.

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

(a) exploration and development works at the Comval Copper-Gold Project; (b) exploration works at the Company’s Australian projects; and (c) working capital and project evaluation.

Participation in the Entitlement Issue is available to Mining Group shareholders registered on the record date of 2 May 2013 ( Record Date ) and who reside in Australia or New Zealand ( Eligible Shareholders ).

The Entitlement Issue is being made pursuant to a prospectus which was lodged with the Australian Securities and Investments Commission on 22 April 2013 ( 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 Issue.

Key Dates:

The timetable for the Entitlement Issue is below*:

Event	Date
Lodgement of Prospectus with the ASIC	22 April 2013
Lodgement of Prospectus & Appendix 3B with ASX	22 April 2013
Notice sent to Optionholders	24 April 2013
Notice sent to Shareholders	24 April 2013
Ex date	26 April 2013

Record Date for determining Entitlements	2 May 2013
Prospectus despatched to Shareholders & Company announces despatch has been completed	3 May 2013
Closing Date	17 May 2013
Securities quoted on a deferred settlement basis	20 May 2013
ASX notified of under subscriptions	21 May 2013
Despatch of holding statements	27 May 2013
Deferred settlement trading ends	27 May 2013
Quotation of Securities issued under the Offer	28 May 2013

* 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 3 May 2013 if you are an Eligible Shareholder. If you wish to participate in the Entitlement Issue, 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 and New Options 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 17 May 2013, 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 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 Entitlements.

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

If you have any queries in relation to the Entitlement Issue, please do not hesitate to contact Shannon Coates, the Company Secretary on (08) 9322 4328.

Yours faithfully

==> picture [103 x 28] intentionally omitted <==

Shannon Coates

Company Secretary

SUITE 1, GROUND FLOOR, 83 HAVELOCK STREET, WEST PERTH, WESTERN AUSTRALIA 6005 TELEPHONE 08 9322 4328 FAX 08 9322 5230

www.mininggroup.net.au