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CLARA RESOURCES AUSTRALIA LTD M&A Activity 2012

Dec 13, 2012

64598_rns_2012-12-13_edf166c6-0601-48de-9e8d-0cd75967452e.pdf

M&A Activity

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ASX Announcement

14 December 2012

Merger with Taronga Mines Limited

Company Conditions Fully Satisfied

The Directors of AusNiCo Limited (AusNiCo, ASX:ANW) are extremely pleased to report that AusNiCo has satisfied all of its conditions attached to the offer to acquire all the issued shares of the tin exploration company Taronga Mines Limited ( Taronga ). The major conditions of the offer included a minimum 90% acceptance level from Taronga shareholders, the passing of various resolutions by AusNiCo shareholders at the EGM convened on Tuesday, the receipt by AusNiCo of duly executed Option Cancellation and Acceptance Deeds from Taronga option holders, and the execution of a Performance Share Deed between AusNiCo and incoming CEO, Mr Peter Williams.

AusNiCo advises that it currently holds Transfer and Acceptance Forms from Taronga shareholders representing 92% of Taronga’s issued share capital. The Offer remains open to Taronga shareholders until 27 December 2012, after which AusNiCo will move to compulsorily acquire any remaining Taronga shares.

The Directors and Management of Taronga and AusNiCo have commenced plans for the finalization and implementation of the merger to create a combined group with an advanced‐stage tin project and a suite of complementary nickel sulphide, copper and gold projects. The Board of AusNiCo will be restructured in the short term as part of this process.

Taronga holds a 100% interest in the Taronga Tin Project as well as 368km[2] of granted exploration licences prospective for tin, tungsten, silver and copper. The Taronga Tin Project is a world class tin project, ranked the 7[th] largest undeveloped hard rock tin project globally[1] . A pre‐feasibility study was completed between 1978 and 1983, including drilling in excess of 33,000m of diamond core and percussion holes. Taronga’s projects are located in the New England district of northern NSW.

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