CAZALY RESOURCES LIMITED — Capital/Financing Update 2009

Jun 4, 2009

N O R T H E R N M I N I N G L I M I T E D

SHARE PURCHASE PLAN

Northern Mining Limited (ASX: NMI – “Northern Mining”) is pleased to announce a Share Purchase Plan (“SPP”) for the issue of up to a maximum of 30 million Ordinary Shares to existing Shareholders at an issue price of 2.4 cents to raise a maximum of $720,000. The Plan offers Shareholders the opportunity to buy additional Shares without incurring brokerage or other transaction costs. The issue price represents a 20% discount to the volumed weighted average price for five trading days between 22 May and 4 June 2009, of 3 cents.

All registered Northern Mining Shareholders as at Monday 8 June 2009, are entitled to participate in the SPP up to the maximum value of $10,000 or 416,667 Shares, however a smaller amount can be applied for, with the closing date for acceptances being 5.00pm WST Monday 29 June 2009. All Shares issued pursuant to the SPP will rank equally with the existing Ordinary Shares on issue.

The Company has received encouraging results from its recent Blair North drilling programmes and the funds raised under the SPP will be used to progress these programmes further.

Patersons Securities Limited will act as the Lead Manager.

Timetable and Important Dates*

Event	Day	Date
Record Date fordetermining eligibility to participateinthe SPP	Monday	08 June 2009
Opening Date ofSPP	Monday	15 June 2009
Closing Date ofSPP	Monday	29 June 2009
Issue Date ofshares underSPP	Monday	06 July 2009
Quotation Date ofshares on ASX	Tuesday	07 July 2009

* These dates are indicative only. The Company may vary the dates without notice.

EXPLORATION UPDATE:

Blair North Prospect, E25/268 – East Kalgoorlie Project, Western Australia

(Northern Mining Ltd earning 51%, Balagundi Gold Pty Ltd earning 24%, Cazaly Resources Ltd holding 25%)

The Blair North Prospect, E25/268 currently consists of one nickel sulphide occurrence (4.4% Ni intercept) and two zones of gold mineralisation; the Southern Zone where gold values up to 34.55g/t have been intersected and the Northern Zone with gold values up to 39.82g/t Au (from previous diamond and reverse circulation drilling).

The Company has recently been concentrating on the gold mineralisation at the Prospect and in April 2009, further successful drilling results indicated the strong potential to immediately extend the gold mineralisation in the Southern Zone. To date, mineralisation has been extended over 100 metres in strike length; it is at surface and is open northeast, north, west and at depth. Preliminary indications are that the gold plunges/dips steeply as a series of quartz-sulphide shoots hosted within fractured veined basalt, sandwiched between ultramafic units (Figure 1).

As per the revised East Kalgoorlie Project farm-in agreement announced on the 3 April 2009, Balagundi Gold Pty Ltd (BGPL) can earn a 24% interest in the Project by collectively completing a further 7,346 metres of diamond and reverse circulation (RC) drilling with NMI. BGPL is part owned by Non-executive Director, Mr Adrian Black, a proprietor of Newexco Services Pty Ltd, manager and designer of the exploration programmes for the East Kalgoorlie Project, in particular, the Blair North Prospect.

BGPL funded the recent 1,042 metre RC drilling programme and will fund the next 1,000 metre RC programme due to commence on the Southern and Northern Zones at the beginning of June 2009. The impending programme is planned to test the shallow mineralisation and the deeper high grade shoots of the Southern Zone and to gain a better understanding of the structural and lithological controls for the gold mineralisation in the Northern Zone. Mineralisation in the Northern Zone is open in all directions.

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PO Box 1007, Scarborough WA 6922 : Suite 24, Level 3, 25 Walters Drive Osborne Park WA 6016 Email admin@northernmining.com.au : Website www.northernmining.com.au Telephone (08) 9244 8499 : Facsimile (08) 9244 3166 ABN: 30 113 654 229 : ACN: 113 654 229

NORTHERN MINING LIMITED

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E25/268 Blair North – Southern
and Northern Gold Zones
Figure 1:
E25/268 Southern Zone
–
Open northeast, north,
west and at depth
Figure 2:
E25/268 Northern Zone
–
open in all directions
----- End of picture text -----

NORTHERN MINING LIMITED

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Additional Projects

NMI has been also actively and successfully developing a number of projects within its portfolio:

• JORC compliant Inferred Mineral Resource of 16.8 Mt @ 0.6% Ni for 94,000 tonnes of contained nickel for the Szklary Nickel Project in Poland. This project is currently the subject of due diligence for potential sale with a large multinational mining company. NMI’s holding in the Szklary Project is through a 90% interest in its Polish subsidiary, GEPCO Goelogia I Ochrona Srodowiska Sp. Zoo

• The completion of a 3D model of historical workings at the Radzimowice Gold Project in Poland shows the potential for extensions to known, partially exploited, gold vein systems and for the discovery of new gold vein systems. Results of a recent work programme are pending

• Significant uranium and thorium potential at the Durack Range Project in the north of Western Australia to be the subject of future exploration programmes

• Based on knowledge gained from an initial field trip and a review of historical data by CSA Global, an exploration programme for the Northern Territory tenements is planned for 2009. Recent results of an AEM survey over the Milton Park prospect (NuPower Resources Limited earning 60%) revealed the central and northern parts of the prospect are underlain by an extensive sub basin of the Burt basin, open to the west. This sub basin has the potential to contain good sequences of reduced sediments that could be suitable hosts for secondary uranium accumulation. A scout rotary mud drilling programme is proposed to follow-up these results.

The Company’s Board of Directors is of the view that Northern’s exploration portfolio holds a bright future, furnishing the Directors’ aim of future low cost, long life mining. Funds raised from this share placement and SPP will be used to further advance the projects, in line with this strategy.

Terms and Conditions of the SPP are attached to this announcement and will be mailed to all existing shareholders.

ALAN K LOCKETT EXECUTIVE CHAIRMAN

Information in this announcement that relates to Blair North Exploration Results is based on information compiled by Adrian Black, Newexco Consulting Geologist, who has sufficient experience which is relevant to this style of mineralization 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”. Adrian Black as an independent consultant to Northern Mining Limited, is a member of the Australian Institute of Geoscientists and consents to the inclusion in the report of the matters based on the information in the form and context in which it appears . Newexco, through its associated company Skryne Hill Pty Ltd, owns 5.1 million shares and 5.1 million options in Northern Mining Limited.

The information relating to the Inferred JORC compliant Mineral Resource Estimate for the Szklary Nickel Project in Poland, was released to the ASX on Tuesday 29 July 2008. The information in this report that relates to Exploration Results for Radzimowice and the Mineral Resources estimate for the Szklary Nickel Project is based on information supplied to and compiled by Mr M. Elias, who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Elias is employed by CSA Global Pty Ltd and has sufficient experience which is relevant to the style of mineralization 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 Elias consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The AEM survey results for Milton Park Prospect were released to the ASX in the Company’s March 2009 quarterly report. This information relates to the exploration results and geological interpretation by Mr Warrick Rafferty (MSc). Mr Rafferty is a Member of the Australasian Institute of Mining and Metallurgy and a Fellow of the Society of Economic Geology and has sufficient experience to qualify as a Competent Person as defined in the Australasian Code for Reporting of Mineral Resources and Ore reserves (JORC CODE) for reporting exploration results. Mr Rafferty consents to the inclusion of the data in the form and context in which it appears.

SHARE PURCHASE PLAN

Pursuant to the Northern Mining Limited ( Company ) Share Purchase Plan ( SPP ), the Company offers Eligible Shareholders the ability to acquire a parcel of fully paid ordinary shares worth up to $10,000 in the Company at 2.4 cents per fully paid ordinary share which represents a discount of 20% to the five day volume weighted average price of 3.0 cents for Shares on the ASX for the period between 22 May 2009 and 4 June 2009 ( Offer ).

Please carefully read the full Terms and Conditions relating to the Offer and the terms below, as you will be bound by them .

TERMS AND CONDITIONS

1. Opening and closing date of the Offer

The Offer opens on Monday, 15 June 2009 and closes at 5:00pm (WST) on Monday, 29 June 2009.

2. Eligibility

You are eligible to participate in the SPP only if you were a holder of fully paid ordinary shares in the Company ( Shares ) at 5:00pm (WST) on Monday, 8 June 2009 ( Record Date ) with a registered address in Australia. The Company’s Board has determined that it is not practical for holders of Shares resident, or with registered addresses, in other jurisdictions to participate in the SPP. Each offer to eligible shareholders is made on the same terms and conditions. The offer is non-renounceable (i.e. you may not transfer your right to apply for SPP Shares to anyone else.)

3. Issue Price

The purchase price for each SPP Share offered for issue under the SPP is 2.4 cents ( SPP Price ).

The SPP Price represents a discount of 20% to the weighted average sale price for Shares on the ASX for the period between 22 May 2009 and 4 June 2009.

You should note that the market price of Shares may rise or fall between the date of this offer and the date when the SPP Shares are issued to you. Therefore, the SPP Price may be either higher or lower than the price of Shares at the time the SPP Shares are issued to you. Accordingly, you should seek your own financial advice in relation to this Offer.

4. Rights Attaching to Shares

All SPP Shares once issued will rank equally with existing Shares.

5. No Transaction Costs

No brokerage, commissions or other transaction costs are payable by shareholders in respect of the acquisition of SPP Shares.

6. Anticipated Issue and Quotation Dates

The SPP Shares are expected to be issued and quoted on the ASX sometime between Monday, 6 July and Tuesday, 7 July 2009. As soon as practicable after that date, you will then receive a holding statement confirming the number of Shares that have been issued to you.

7. Number of SPP Shares Offered

If you are eligible to apply for shares under the SPP, you may apply for:

A minimum of 41,667 Shares for a total cost of $ 1,000

A maximum of 416,667 Shares for a total cost of $10,000

8. Maximum Applications

The Offer under the SPP needs to comply with the requirements of ASIC Class Order 02/831. Under those requirements, the maximum number of SPP Shares which may be applied for (namely 416,667 Shares) applies irrespective of how many Shares you hold on the Record Date.

This limit also applies to you even if you receive more than one offer from the Company (for example, if you are both a sole and joint eligible shareholder, or if you are a shareholder with more than one holding under a separate account, you can only apply for SPP Shares once). To the extent that you hold Shares on behalf of another person resident outside Australia, it is your responsibility to ensure that any acceptance is in compliance with all applicable foreign laws.

To the extent that you hold Shares on behalf of another person (either as a trustee, nominee or custodian ( Beneficiary), the Beneficiary is entitled to participate in the SPP only if:

• in the case of a trustee or nominee, you are expressly noted on the register of members as holding Shares on behalf of the Beneficiary; or

• in the case of a custodian, you confirm to Computershare in writing before 5pm (WST) on Monday, 29 June 2009 that you are the registered holder of Shares held on trust for the Beneficiary and any Shares which are issued to you under the SPP as nominee for the Beneficiary who applies for Shares under the SPP will be allocated to that Beneficiary.

The Company reserves the right to reject any application for SPP Shares to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these requirements.

The Company proposes to raise up to A$720,000 under the SPP. This means that if the total value of the Shares applied for by eligible Shareholders is more than A$720,000, the Company may, in its absolute discretion scale-back a lesser number of Shares to you than you applied for.

If the Company scales-back an application or purported application, the Company will promptly return to the Shareholder, the relevant application monies, without interest.

9. No underwriting & Lead Manager

The SPP is not underwritten. Patersons Securities Limited acts as Lead Manager to the SPP.

10. Participation Optional

Participation in the SPP is entirely at your option. If you are in any doubt as to whether you should participate in the SPP or how such participation will affect you (including taxation implications), you should contact a professional adviser. The Company and the Board make no recommendations as to the desirability or otherwise of your participation in the SPP.

11. Change of Offer

The Company may change, suspend or terminate the SPP or these Terms and Conditions at any time whether because of a change of law, ASIC requirements or policy or any other circumstance relevant to the SPP or the Company. If the Company does this, it will post a notice on the Company’s website. Failure to notify shareholders of changes to, suspension or termination of the SPP or these Terms and Conditions will not invalidate the change, suspension or termination. The Company reserves the right to issue no SPP Shares or fewer SPP Shares than an eligible shareholder applies for under the SPP if the Company believes the issue of those SPP Shares would contravene ASIC requirements or policy, any law or any ASX Listing Rule. No interest will be paid on any money refunded. The Company’s rights to change, suspend or terminate the SPP may be exercised by the Board or any delegate of the Board.

12. Dispute Resolution

The Company may settle any dispute in relation to the SPP or the terms and conditions of the SPP in any manner it thinks fit, whether generally or in relation to any shareholder, applications or Shares. The Company’s decision will be conclusive and binding.

13. How to Apply for SPP Shares If you would like to apply for SPP Shares, you must:

• Complete the enclosed Application Form and detach;

• Prepare a cheque for the appropriate amount, in Australian dollars, payable to “ Northern Mining Limited – Application Funds Account crossed Not Negotiable ”; and

• Send the Application Form and cheque to

Northern Mining Limited c/- Computershare Investor Services Limited Locked Box 2508 PERTH WA 6001

Alternatively, you may pay electronically using BPAY, in which case you do not need to return the application form.

Do not forward cash. Receipts for payment will not be issued. Cheques will only be accepted if they are drawn in Australian currency on an Australian financial institution.

Applications must be received by 5:00pm (WST) on Monday, 29 June 2009. Applications received after that time may not be accepted.

By completing an Application Form or by paying electronically using BPAY to purchase SPP Shares, you agree to be bound by these terms and conditions and the Company’s constitution. Applications and payments may not be withdrawn once the Company has received them. Application money will not bear interest as against the Company under any circumstances.

14. Enquiries

If you have any questions in respect of the SPP, please contact the Share Registry, Computershare Investor Services Pty Limited by email on web.queries@computershare.com.au or by phone on 1300 850 505 (within Australia) or 613 9415 4000 (outside Australia).