CORAZON MINING LIMITED — Capital/Financing Update 2011

Jan 24, 2011

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25 January 2011

Dear Shareholder

Invitation to Participate in Shareholder Share Purchase Plan

On 15 December 2010, Corazon Mining Limited ( Corazon or Company ) announced a placement of up to 9,234,000 fully paid ordinary shares in the capital of the Company ( Shares ) at 10 cents per Share to professional and sophisticated investors to raise approximately $923,400 before costs of the issue ( Placement ).

The Board of Directors of Corazon are now pleased to offer eligible shareholders the opportunity to participate in a Shareholder Share Purchase Plan ( Plan ) to acquire additional Shares at the same issue price of 10 cents per Share as that paid by investors under the Placement.

This Plan is fully underwritten by Barclay Wells Limited and will raise $2.3M for the exploration of the Lynn Lake Nickel Sulphide Project in Canada.

Shareholders Eligible to Participate in the Plan

The right to participate in the offer under the Plan is optional and is available exclusively to shareholders who are registered as holders of Shares at 5pm (WST) on the Record Date of 24 January 2011 and whose registered address is in Australia or New Zealand ( Eligible Shareholders ).

Share Purchase Plan

The Plan entitles Eligible Shareholders in the Company, irrespective of the size of their shareholding, to purchase up to $15,000 worth (cumulative total) of Shares at a price of 10 cents per Share ( Offer ).

The issue price of the Offer represents a 10% discount to the volume weighted average trading price of the Company‟s Shares on the Australian Securities Exchange ( ASX ) during the 5 trading days immediately prior to the announcement date of the offer (being 25 January 2011); and a 17% discount to the Company‟s share price at the close of business on 24 January, 2011.

Details of the Offer are set out in this letter and the enclosed Terms and Conditions together with an Entitlement and Acceptance Form.

Corazon Mining Limited ACN : 112 898 825

Suite 5, Level 1, 350 Hay St, Subiaco, Western Australia, 6008. PO Box 935, West Perth, WA, 6872 Phone: 08 6364 0518 Fax: 08 6210 1872

Current Projects

Details of the Company‟s current activities are set out in the announcements made by Corazon to the ASX and are available from the ASX or Corazon‟ website at www.corazon.com.au

The funds raised under the Plan will be used by the Company in conjunction with funds raised from the recent placement (at the same price as the Plan) to complete the current phase of exploration at the Lynn Lake Nickel Sulphide Project in Canada. This exploration includes geophysical surveys and drilling, testing several nickel sulphide and VMS prospects in the region (see Company announcement dated 17 January, 2011). Drilling at Lynn Lake is expected to commence early February and be completed by mid-April 2011.

How much can you invest?

Under the Plan, Eligible Shareholders may only acquire a maximum of $15,000 worth of Shares under a share purchase plan in any 12 month period.

Subscription and Application Procedure

If you would like to participate in the Offer, you can either:

• complete the enclosed Entitlement and Acceptance Form and send it together with your payment by cheque made payable to “Corazon Mining Limited – Application Account” and drawn in Australian currency for the correct amount, to Corazon‟s share registry Advanced Share Registry Services Ltd, at 150 Stirling Highway, Nedlands WA 6009, on or before the Closing Date of 5pm (WST) on 18 February 2011. No late applications will be accepted.

• make a BPAY [®] payment from your cheque or savings account by using the Biller Code and Reference Number shown on your Application Form which is required to identify your holding. If you make your payment using BPAY [®] you do not need to return your Application Form. New Zealand holders will not be able to make a payment using BPAY [®] . Payments made by BPAY [®] received after 5pm (WST) 18 February 2011 will not be accepted.

Applicants should not forward cash and direct bank transfers are not permitted.

Eligible Shareholders may participate by selecting only one of the following offers to purchase Shares under the Plan:

	Total amount payable at 10 cents per Share	Number of Shares which may be purchased
Offer A	$1,000	10,000
Offer B	$3,000	30,000
Offer C	$5,000	50,000
Offer D	$10,000	100,000
Offer E	$15,000	150,000

Once an application has been made it cannot be revoked. All valid applications shall be deemed accepted if received before the Closing Date of 5pm (WST) on 18 February 2011 . If the exact amount of money is not tendered with your application, Corazon reserves the right to either:

• (i) return your Entitlement and Acceptance Form and/or payment and not allot any Shares to you; or

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• (ii) allot to you the number of Shares that would have been allotted had you applied for the highest designated amount that is less than the amount of your payment and refund the excess application money to you by cheque as soon as possible, without interest.

The maximum investment any shareholder may apply for will remain $15,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account).

Additional Information and Important Dates

The Offer cannot be transferred and the Directors of the Company reserve the right to reject, or scale back, on an equitable basis, any application. Shares allotted under the Plan will be issued no later than 10 business days after the Closing Date of the Offer. Application for quotation on ASX of the new Shares will be made immediately following the issue of those Shares.

The maximum amount proposed to be raised under the Offer is $2,300,000. In the event of oversubscription by the Closing Date the Directors may, in their absolute discretion, scale-back applications on an equitable basis.

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

On the last trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on ASX was 12 cents. The market price of the Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are allotted to you as a result of your acceptance of this Offer. This means that the subscription price you pay for the Shares may exceed the market price of the Shares at the date of allotment of Shares under this Offer. The Board recommends that you obtain your own financial advice in relation to the Offer and consider price movements of Shares in the Company prior to accepting this Offer.

Indicative Timetable

Record Date (5.00pm WST)	24 January 2011
Announcement Date of Plan	25 January 2011
Opening Date of Offer	25 January 2011
Closing Date of Offer	18 February 2011
Dispatch date for holding statements	22 February 2011
Quotation of Shares on ASX	24 February 2011

These dates are indicative only. The Company may vary the dates and times of the Offer without notice. Accordingly, shareholders are encouraged to submit their Entitlement and Acceptance Forms as early as possible.

Should you wish to discuss any information contained in this letter further, do not hesitate to contact Corazon‟s Company Secretary, Mr Rob Orr, on (08) 6364 0518. Yours faithfully

Mr Clive Jones Chairman

CORAZON MINING LIMITED

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CORAZON MINING LIMITED ACN 112 898 825 Shareholder Share Purchase Plan - Terms and Conditions

Purpose

The purpose of the Shareholder Share Purchase Plan ( the Plan ) is to offer shareholders of Corazon Mining Limited ( Corazon or Company ) the opportunity to acquire additional fully paid ordinary shares in the Company ( Corazon Shares ) up to a maximum of $15,000 (when combined with any shares issued under any share purchase plan in the 12 months preceding the date of the Plan) at 10 cents, being a 10% discount to the volume weighted average trading price of Corazon Shares during the period 5 trading days prior to the announcement of the Offer on the financial market operated by ASX Limited ( ASX ) without the need to pay brokerage costs and without the need for Corazon to issue a Prospectus, upon such terms and conditions as the board of directors of Corazon, in its absolute discretion, sees fit.

Shareholders Eligible to Participate

Eligible shareholders of Corazon Shares that are registered with an Australian or New Zealand address at the relevant record date may participate in the Plan. Due to foreign securities laws, it is not practical for shareholders resident in other countries to be offered the opportunity to participate in the Plan.

Participation in the Plan is optional and is subject to these terms and conditions. Offers made under the Plan are nonrenounceable (i.e. eligible shareholders may not transfer their rights to any Corazon Shares offered under the Plan).

An offer may, at the discretion of the directors of Corazon, be made under the Plan once a year. The maximum amount, which any shareholder may subscribe for in any consecutive 12 month period, is $15,000. The directors of Corazon may also determine in their discretion the minimum amount for participation, the multiple of Corazon Shares to be offered under the Plan and the period the offer is available to eligible shareholders.

Custodians, trustees and nominees:

If you are an eligible shareholder and hold the Corazon shares as a custodian

(as defined in ASIC Class Order [CO 09/425] (refer below) ( Custodian ) or in any more specific ASIC relief granted to Corazon in relation to the Plan), you may apply for up to the maximum of new Shares for each beneficiary for whom you act as custodian provided you annexe to your Entitlement and Acceptance Form a certificate to Corazon ( Custodian Certificate ) with the following information:

• that you held Shares in Corazon on behalf of one or more other persons (each a Participating Beneficiary ) at 5:00pm (WST) on 24 January 2011 who have subsequently instructed you to apply for Shares under the Plan on their behalf;

• the number of Participating Beneficiaries and their names and addresses;

• the number of Shares that you hold on behalf of each Participating Beneficiary;

• the dollar amount of Shares that each Participating Beneficiary has instructed you, either directly or indirectly through another custodian, to apply for on their behalf;

• that the application price for Shares applied under the Offer for each Participating Beneficiary for whom you act plus the application price for any other Corazon Shares issued to you as custodian for that Participating Beneficiary under any arrangement similar to the Plan in the prior 12 months does not exceed $15,000;

• that a copy of the written offer document was given to each beneficiary; and

• where you hold shares on behalf of a beneficiary indirectly, through one or more interposed custodians, the name and address of each interposed custodian.

For the purposes of ASIC Class Order [CO 09/425] you are a „custodian‟ if you are a registered holder that:

• holds an Australian financial services licence that allows you to perform

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custodian or depositary services or operate IDPS accounts;

• is exempt from holding an Australian financial services licence by virtue of Class Order [CO 03/184] or by relying on the Australian financial services licence of your master custodian under regulation 7.1.06(k) of the Corporations Regulations 2001;

• is a trustee of a self managed superannuation fund;

• is a trustee of superannuation master trusts;

• is a responsible entity of IDPS like schemes;

• is noted on the Company‟s register of members as holding the shares on account of another person.

If you hold Corazon shares as a trustee or nominee for another person or persons but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner describes above. In this case, the rules for multiple single holdings (above) apply.

Custodians should request a Custodian Certificate when making an application on behalf of Participating Beneficiaries. To request Custodian Certificate and if you would like further information on how to apply, you should contact Computershare Investor Services at any time from 8.30am to 5.00pm (WST) Monday to Friday during the Offer period.

Corazon reserves the right to reject any application for Plan Shares to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these requirements. Corazon reserves the right to reject applications in accordance with these Terms and Conditions.

Price of Corazon Shares

The price of Corazon Shares to be issued under the Plan will be 10 cents per Share. This price has been determined by calculating the volume weighted average market price of Corazon Shares quoted on ASX during the period 5 trading days prior to the announcement of the Offer, and discounting this calculation by 10%.

Applications and Notices

At the discretion of the directors of the Company, Corazon will send eligible

shareholders a letter of offer and acceptance procedures, inviting them to subscribe for Corazon Shares under the Plan, and accompanied by the terms and conditions of the Plan and an entitlement & acceptance form. Applications will not be accepted after the closing date of an offer. Over subscriptions to an offer may be refunded without interest.

Notices and statements made by Corazon to participants may be given in any manner prescribed by its Constitution. Placement of Shortfall

Any shortfall from the Offer will be fully underwritten by Barclay Wells Limited. The Company has entered into an underwriting agreement with Barclay Wells Limited in respect of the Plan which contains standard commercial terms and conditions, termination events, and contingencies expected in an agreement of this type.

Issue of Corazon Shares

Corazon Shares to be issued under the Plan will be issued as soon as reasonably practicable after the closing date specified by the Directors of Corazon in the relevant offer.

Corazon Shares issued under the Plan will rank equally in all respects with all other fully paid ordinary shares in Corazon from the date of issue.

Shareholding statements or CHESS notification will be issued in respect of all Corazon Shares issued under the Plan. The Company will, promptly after the issue of Corazon Shares under the Plan, make application for those Corazon Shares to be listed for quotation on the official list of ASX.

Modification and Termination of the Plan

Corazon may modify or terminate the Plan at any time. Corazon will notify ASX of any modification to, or termination of, the Plan. The omission to give notice of any modification to, or termination of, the Plan or the failure of ASX to receive such notice will not invalidate the modification or termination.

Without limiting the above, Corazon may issue to any person fewer Corazon Shares than the person applied for under the Plan if the issue of the Corazon Shares applied for would contravene any applicable law or the Listing Rules of ASX.

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Dispute Resolution

Corazon may, in any manner it thinks fit, settle any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the Plan, whether generally or in relation to any participant, application or Corazon Shares. The decision of Corazon in this respect will be conclusive and binding on all shareholders and other persons to whom that determination relates.

compliance with any provision of these terms and conditions. The powers of Corazon under these conditions may be exercised by the directors of Corazon or any delegate of the directors of Corazon.

Questions and Contact Details

If you have any questions regarding the Plan or how to deal with this Offer, please contact your stockbroker or professional adviser or Mr Rob Orr, Company Secretary on (08) 6364 0518.

Corazon reserves the right to waive strict

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CORAZON MINING LIMITED ACN 112 898 825

Shareholder Share Purchase Plan Entitlement and Acceptance Form Offer Closes 5.00pm (WST) 18 February 2011.

Please return completed form to: Advanced Share Registry Services Ltd PO Box 1156, Nedlands Western Australia 6909 Tel: (61 8) 9389 8033 Fax: (61 8) 9389 7871

Investor Website:

www.advancedshare.com.au

< BARCODE OF SRN / HIN >

---- DPID ---

Record Date: 5pm (WST) on 24 January 2011 Holder Identification Number (HIN): X0000000000

This is an offer to eligible shareholders to subscribe for additional shares in Corazon Mining Limited ( Corazon or Company ), up to a maximum value of $15,000 and subject to a minimum application of $1,000, under the Terms and Conditions of the Corazon Shareholder Share Purchase Plan ( Plan ) accompanying this form and letter from the Company Secretary.

The price per Share will be 10 cents per Share ( Purchase Price ).

The market price of shares in Corazon may rise or fall between the date of this offer and the date that the shares are allotted to you. This means that the subscription price you pay for the shares may exceed the market price of the shares at the date of allotment of the shares under this offer. We recommend that you obtain your own financial advice in relation to this offer and consider price movements of shares in Corazon prior to accepting this offer.

The maximum subscription for each shareholder will apply even if a shareholder received more than one offer (whether in respect of a joint holding or because the shareholder has more than one holding under separate share accounts). Corazon reserves the right to reject any application where this rule has not been complied with.

By accepting the Offer you agree to be bound by the Terms and Conditions of the Corazon Shareholder Share Purchase Plan and the Constitution of Corazon.

APPLICATION FOR SHARES

I/we being the above mentioned, being registered as ordinary shareholder(s) in Corazon as at the record date of 5pm (WST) on 24 January 2011, do hereby apply for the number of ordinary shares in Corazon as indicated below at the Purchase Price per share issued in accordance with the Terms and Conditions of the Corazon Shareholder Share Purchase Plan. I/we confirm that the total cost of shares purchased by us (including through joint holding(s), multiple share accounts or any holding in which I/we have a beneficial interest/s) does not exceed $15,000 in accordance with the Applicants Certification and Confirmation.

To participate in the Shareholder Share Purchase Plan shareholders must select only one of the following options. Please mark the selected box.

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Please see overleaf for Payment Options
APPLICATION AMOUNT Biller Code: #XXXXX
Ref No: #XXXXXXXXX
Offer A Offer B Offer C Offer D Offer E
OR OR OR OR
$1,000 $3,000 $5,000 $10,000 $15,000
Payment details:
Drawer Bank Branch or BSB Amount
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Cheques should be made payable to “Corazon Mining Limited - Application Account” and crossed “Not Negotiable” .

Telephone number where we may contact you during business hours: (_) ___ Contact Name: ______

Offer Closes 5.00pm (WST) 18 February 2011

Applicant’s Certification and Confirmation

• 1 By lodging this Entitlement and Acceptance Form you certify that the aggregate of the application price for the following does not exceed $15,000:

(a) the Corazon ordinary shares that are the subject of this application; and

• (b) any other Corazon ordinary shares applied for by you under the Plan (or any similar arrangement in the 12 months prior to the application), whether:

• (i) in your own right, or (ii) jointly with one or more persons, or (iii) in your capacity as a beneficiary (as defined below),

but not including in your capacity as a trustee or nominee where it is expressly noted on Corazon„s register of members that your shareholding is held on account of another person.

If 2 or more persons are recorded in the register of members as jointly holding the Corazon shares to which this entitlement relates, they are taken to be a single registered holder and this certificate given by any of them is taken to be given by all of them.

If you are a Custodian and are applying on behalf of one or more beneficiaries on whose behalf you hold Share:

• (a) you are a Custodian (as that term is defined in ASIC Class Order [CO 09/425]; (b) either or both of the following: (i) you held Share on behalf of one or more persons that were not Custodians (each a Participating Beneficiary) ( Direct Holding );

  • (ii) that another Custodian (a Downstream Custodian ) holds beneficial interest in Shares on behalf of one or more persons (each a Participating Beneficiary ), and you hold the Shares to which those beneficial interests related on behalf of the Downstream Custodian or another Custodian (Downstream Holding), at 5.00pm (WST) on 24 January 2011, and that each Participating Beneficiary has subsequently instructed you (in respect of a Direct Holding) and/or the Downstream Holding) to apply for Shares on their behalf under the Offer;

• (c) there are no Participating Beneficiaries in respect of which the total of the Application price for the following exceeds A$15,000:

  • (i) the Share applied for by you on their behalf under the Offer in accordance with the instructions referred to above; and

  • (ii) any other Shares issued to you in the 12 months before the Application as a result of an instruction given by them to you or to a Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the Offer (Note: Corazon has not conducted a similar arrangement in the prior 12 months);

• (d) You certify the additional matters or provide the additional information as might be required under or desirable as a result of any ASIC relief in relation to the Offer as advised to you by Corazon or the Share Registry before the close of the Offer; and

• (e) You certify that each Participating Beneficiary has a registered address in either Australia or New Zealand at 5:00pm on the Record Date.

• By making your payment you confirm that you have read, understood and agreed to the terms and conditions of the Plan.

Notes

• The terms and conditions of the Shareholder Share Purchase Plan accompanying the enclosed letter from the Company Secretary should be read carefully.

• No priority will be afforded to applications on the basis of the date of receipt of such applications.

• Payments can be made by BPay or by cheque or bank draft in Australian dollars and drawn on an Australian branch of a financial institution.

• Cheques or bank drafts are to be made payable to: “Corazon Mining Limited – Application Account” and crossed with “Not Negotiable”.

• Cheques will be deposited on their day of receipt. Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured. Receipts for payment will not be issued.

• Cash payments will not be accepted via the mail.

• If you wish to accept this offer you can either make payment by BPay or return this Entitlement and Acceptance Form duly completed together with a cheque for the subscription amount and posted to the Shares Register at the address below, by 5pm (WST) on 18 February 2011.

• Corazon may reject an acceptance of this offer, in its absolute discretion, if this form is not completed in accordance with this offer, is incomplete or if the exact amount payable is not tendered with this form.

Receipt by Corazon of this form duly completed, together with the full subscription amount, will constitute acceptance in accordance with the terms and conditions of the Shareholder Share Purchase Plan and the Constitution of Corazon by the shareholder named on this form. A signature on this form is not required.

This offer is non-renounceable and as such may only be transferred after the shares are allotted.

QUESTIONS AND CONTACT DETAILS

If you have any questions regarding the Shareholder Share Purchase Plan or how to deal with this Offer, please contact your stockbroker or professional adviser or Corazon‟s Company Secretary, Rob Orr, on (08) 6364 0518.

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By Telephone & Internet Banking – BPay

Call your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au

By Mail

Advanced Share Registry Services Ltd PO Box 1156, Nedlands Western Australia 6909

Offer Closes 5.00pm (WST) 18 February 2011

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