BARYS RESOURCES LIMITED — Interim / Quarterly Report 2012

Oct 20, 2011

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QUARTERLY ACTIVITIES REPORT FOR THE PERIOD ENDING 30th SEPTEMBER 2011

ANNOUNCEMENT

21 OCTOBER 2011

HIGHLIGHTS

• Mining Group successfully listed on ASX with positive debut.

• Field exploration commenced at Boorara and Teutonic Projects.

• Soil orientation survey completed at Boorara Project.

• Multi-client detailed aeromagnetic data covering 65% of Teutonic Project area purchased.

• Review of complementary resource project acquisitions continuing.

Mining Group Limited (ASX:MNE) (“Mining Group” or “the Company”) is a newly listed gold, base metals and uranium mineral exploration and development company with three prospective projects in Western Australia. Mining Group was established to explore, evaluate and acquire commercially significant resource projects in Australia and overseas. Mining Group listed on the ASX on 1 July 2011 with a positive debut after raising $2,500,000 for the exploration of its Western Australian projects and for the identification and evaluation of complementary projects.

During the September 2011 quarter, Mining Group commenced field exploration at its Boorara and Teutonic Projects after engaging the services of experienced geologist Mr Zeffron Reeves (B.Sc (Hons) (Applied Geology) MBA,MAIG) to complement the existing expertise within the Company.

Boorara Project (earning up to 70%)

Field exploration during the quarter identified several historical mine workings and RAB drill holes that the Company was previously not aware of. A subsequent detailed search within the Department of Mines and Petroleum (DMP) databases located several reports detailing work done previously over the project area, which included surface soil sampling and RAB drilling. No production figures or grades have been found during data searches.

173 MOUNTS BAY ROAD PERTH WESTERN AUSTRALIA 6000 TELEPHONE 08 9322 6424 FACSIMILE 08 9322 6778 www.mininggroup.net.au

A small set of old workings was observed in the northeast of the project area, including two shallow shafts which have exploited a set of boudinaged quartz veins within strongly sheared and intercalated sedimentary and volcanic rocks.

Historic exploration work has been carried out in two phases, the first by Archaean Gold NL during 1994 and the second by Sand Queen Gold Mines Ltd during 1997.

Archaean Gold NL collected 136 soil samples over the project area on a 200m x 80m grid and drilled 6 RAB drill holes targeting down dip and along strike of old workings. A best drill intercept of 4m @ 0.24g/t in BWB005 was reported.

Sand Queen Gold Mines Ltd collected a further 89 soil samples on a 400m x 100m grid and 49 rock chip samples. The best result of the rock chip samples was 1.98g/t obtained from a quartz vein exposure in a small excavated pit.

Both phases of soil sampling identified a zone of gold in soil anomalism over 20 ppb Au along the eastern portion of the project area, approximately 1km in strike length and 100m wide, in close association with the old workings. An anomaly has also been identified in the northwest of the project area which has never been drill tested.

This historic data enhances the prospectivity of the project and as a consequence the Company carried out a first pass soil orientation program at the Boorara Project during the quarter. The program was designed to follow up on the previously identified weak gold in soil anomalism from the historical exploration results and to determine the best soil fraction to gain a maximum gold response.

Two lines were sampled spaced 780m apart, and orientated perpendicular to the interpreted strike of geology, along a bearing of 55°. Each line was 1,325m long and sample sites were located every 25m along lines. Three samples were collected at each sample site of the -6mm fraction, -2mm fraction and the -75µm fraction, to give a total of 318 samples. Samples were submitted to Ultratrace Laboratories, Perth and analysed for gold and 57 trace elements.

Analysis of results showed best response for gold was in the -75µm fraction with strong correlation between Au, Hg and Te, typical of Kalgoorlie style gold bearing systems. Furthermore, along the northernmost line a significant (>40ppb) gold in soil anomaly has been discovered which was undetected from previous work (Appendix 1).

These results are encouraging and the Company plans to conduct a full detailed soil sampling program over the tenements in the coming months.

Teutonic Project (earning up to 70%)

During the quarter the Company purchased a dataset of high resolution detailed magnetic data covering approximately 65% of the project area. This survey was flown in 1997 using a 20m line spacing and a 20m flight height giving exceptionally high quality magnetic data.

The survey data has been processed by Resource Potentials Pty Ltd to produce a suite of images suitable for detailed interpretation of geology and structures thought to control the occurrence of both gold and base metals mineralisation throughout the region. Preliminary review of the data indicates that there are a number of discrete magnetic anomalies in the east of the project area, coincident with stratigraphy which hosts the volcanogenic massive sulfide (VMS) deposits of Jaguar and Bentley. No previous exploration has been conducted over this area at the Teutonic Project and the company believes the eastern portion of the tenement is prospective for VMS mineralisation.

The Company has commenced reinterpretation of this data to identify potential drill targets, possibly associated with VMS style base metals deposits similar to the along strike Jaguar and Bentley deposits. The Company will continue to interpret this data and evaluate potential targets in the coming months.

Lake Christopher Project (ELA69/2935 - 100% MNE)

The Lake Christopher Project is located 130 kilometres west of the border between Western Australia and the Northern Territory. It is made up of a single Exploration Licence application covering an area of 228 square kilometres and is prospective for gold, diamonds and uranium. A significant radiometric anomaly occurs in the western part of the Project area and the Company believes that the strength and extent of the anomaly warrants further investigation to determine the source.

During the quarter the Company made contact with the Ngaanyatjarra Council (NC) whom act for the Ngaanyatjarra Land Council and the Yarnangu Ngaanyatjarra Parna (Aboriginal Corporation) to discuss the negotiation of a mineral exploration land access agreement and a Mining Access Permit. Mining Group has engaged consultants to assist with the process and will be enter into discussions with the NC in the near future.

Project Evaluation

During the quarter, and consistently with the objectives set out in its Prospectus dated 6 May 2011, the Company sought to identify and evaluate potential new mineral projects in Australia and overseas, suitable for acquisition and development by the Company. As at the date of this report, a number of opportunities in Australia and overseas had been identified and evaluated. The Company will continue to carefully assess projects with significant potential for development and will update the market as and when required.

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Andrew Maurice Managing Director

Contact:

Andrew Maurice Managing Director amaurice@mininggroup.net.au

P: + 61 8 9322 6424 M: 0410 642 660

Level 1, 173 Mounts Bay Road PERTH WA 6000

About Mining Group Limited

Mining Group Limited (ASX: MNE) (“Mining Group” or “the Company”) is an ASX listed, Australian based exploration company established to explore, evaluate and acquire commercially significant resource projects in Australia and overseas.

Mining Group seeks to increase shareholder wealth by prudent exploration of its prospective Western Australian based Boorara, Teutonic and Lake Christopher Projects and by identification and evaluation of potential new mineral projects and opportunities in Australia and overseas suitable for acquisition and development by the Company. Mining Group has a strong Board and management team who collectively have considerable technical, commercial and corporate experience in the resources sector.

For more information visit the Mining Group website at www.mininggroup.net.au

The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Zeffron Reeves (B App Sc (Hons) (Applied Geology) MBA, MAIG), a consultant to the Company. Mr Reeves has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Reeves consents to the inclusion in this report of the matters based on this information in the form and context in which it appears.

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APPENDIX 1 - Boorara Project, orientation soil lines on local geology.

Appendix 5B Mining exploration entity quarterly report

Rule 5.3

Appendix 5B

Mining exploration entity quarterly report

Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10

Name of entity

MINING GROUP LIMITED

ABN 73 149 230 811	Quarter ended (“current quarter”)
73 149 230 811	30 SEPTEMBER 2011

Consolidated statement of cash flows

Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for (a) exploration & evaluation (b) development (c) production (d) administration 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other (provide details if material) Net Operating Cash Flows	Current quarter $A’000	Year to date (3 months) $A’000
	- (146) - - (80) - 11 - - -	- (146) - - (80) - 11 - - -
	(216)	(216)
Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other (provide details if material) Net investing cash flows 1.13 Total operating and investing cash flows (carried forward)	- - (3) - - - - - -	- - (3) - - - - - -
	(3)	(3)
	(218)	(218)

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

1.13 Total operating and investing cash flows (brought forward)	(218)	(218)
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other – share issue costs Net financing cash flows	- - - - - (237)	- - - - - (237)
	(237)	(237)
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end ofquarter	(455) 2,574 -	(455) 2,574 -
	2,119	2,119

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

1.23 1.24	1.23 1.24	Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000
			62
			-
1.25 Explanation necessaryfor an understandingof the transactions Payments made for director’s fees Non-cash financing and investing activities 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows Not applicable 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reportingentityhas an interest Not applicable		Explanation necessaryfor an understandingof the transactions
		Payments made for director’s fees
	Not applicable
	Details of outlays made by other entities to establish or increase their share in projects in which the reportingentityhas an interest
	Not applicable

• See chapter 19 for defined terms.

Appendix 5B Page 2

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Appendix 5B Mining exploration entity quarterly report

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1 Loan facilities 3.2 Credit standby arrangements	Amount available $A’000	Amount used $A’000
	-	-
	-	-

Estimated cash outflows for next quarter

4.1 4.2 4.3 4.4	Exploration and evaluation Development Production Administration	$A’000
		200
		90
	Total	**290 **

• 4.1 Exploration and evaluation

• 4.2 Development

• 4.3 Production

• 4.4 Administration Total

Reconciliation of cash

Reconciliation of cash
Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.	Current quarter $A’000	Previous quarter $A’000
5.1 Cash on hand and at bank 5.2 Deposits at call 5.3 Bank overdraft 5.4 Other (provide details)	99	2,574
	2,020	-
	-	-
	-	-
Total: cash at end of quarter(item 1.22)	2,119	2,574

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

Changes in interests in mining tenements

Tenement reference Nature of interest (note (2)) Interest at beginning ofquarter Interest at end of quarter 6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased Issued and quoted securities at end of current quarter Description includes rate of interest and any redemption or conversion rights together with prices and dates.	Tenement reference Nature of interest (note (2)) Interest at beginning ofquarter Interest at end of quarter 6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased Issued and quoted securities at end of current quarter Description includes rate of interest and any redemption or conversion rights together with prices and dates.	Tenement reference Nature of interest (note (2)) Interest at beginning ofquarter Interest at end of quarter 6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased Issued and quoted securities at end of current quarter Description includes rate of interest and any redemption or conversion rights together with prices and dates.	Tenement reference Nature of interest (note (2)) Interest at beginning ofquarter Interest at end of quarter 6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased Issued and quoted securities at end of current quarter Description includes rate of interest and any redemption or conversion rights together with prices and dates.	Tenement reference Nature of interest (note (2)) Interest at beginning ofquarter Interest at end of quarter 6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased Issued and quoted securities at end of current quarter Description includes rate of interest and any redemption or conversion rights together with prices and dates.
	Total number	Number quoted	Issue price per security (see note3) (cents)	Amount paid up per security (see note3) (cents)
7.1 Preference +securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs, redemptions	-	-	-	-
	-	-	-	-
7.3 +Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	26,050,001	13,750,001	-	-
	-	-	-	-
7.5 +Convertible debt securities (description)	-	-	-	-

• See chapter 19 for defined terms.

Appendix 5B Page 4

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Appendix 5B Mining exploration entity quarterly report

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----- Start of picture text -----

7.6 Changes during - - - -
quarter
(a) Increases
through issues
(b) Decreases
through
securities
matured,
converted
7.7 Options 1,500,000 - Exercise price Expiry date
(description and $0.20 01/07/2014
conversion
factor)
7.8 Issued during - - - -
quarter
7.9 Exercised - - - -
during quarter
7.10 Expired during - - - -
quarter
7.11 Debentures - -
(totals only)
7.12 Unsecured - -
notes (totals
only)
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Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 5).

• 2 This statement does give a true and fair view of the matters disclosed.

21 October 2011 Sign here: ............................................................ Date: ............................ (Director/Company Secretary) SHANNON COATES Print name: .........................................................

Notes

• 1 The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

• 2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.

• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities .

• 4 The definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Financial Reporting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

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• See chapter 19 for defined terms.

Appendix 5B Page 6

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