CORAZON MINING LIMITED — Capital/Financing Update 2013

Jan 22, 2013

==> picture [166 x 71] intentionally omitted <==

23 January 2013

Dear Shareholder

Invitation to Participate in Shareholder Share Purchase Plan

On Monday 21 January 2013, Corazon Mining Limited ( Corazon or Company ) announced a placement of up to 68,200,000 fully paid ordinary shares in the capital of the Company ( Shares ) at 2.2 cents per Share to professional and sophisticated investors to raise up to approximately $1.5 million before costs of the issue ( Placement ).

The Board of Directors of Corazon are pleased to offer eligible shareholders the opportunity to participate in a Shareholder Share Purchase Plan ( SPP ) to acquire additional Shares at the same issue price of 2.2 cents per Share as that paid by investors under the Placement.

This SPP will be for the issue of up to 68,181,100 Shares to raise approximately $1,500,000 for the exploration of the Top Up Rise Project in Western Australia (including geophysics and drilling), and exploration and studies at the Lynn Lake Nickel Project and the Beaucage Gold Project in Canada.

Shareholders Eligible to Participate in the SPP

The right to participate in the offer under the SPP is optional and is available exclusively to shareholders who are registered as holders of Shares at 5pm (WST) on the Record Date of Friday 18 January 2013 and whose registered address is in Australia or New Zealand ( Eligible Shareholders ).

Share Purchase Plan

The SPP 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 2.2 cents per Share ( Offer ).

The issue price of the Offer represents a 19.11% discount to the volume weighted average trading price of the Company’s Shares on the Australian Securities Exchange ( ASX ) during the 10 trading days immediately prior to the announcement date of the offer (being 2.72 cents per share) and a 18.52% discount to the Company’s share price at the close of business on Wednesday 16 January 2013.

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

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’s website at www.corazon.com.au.

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 6142 6366 Fax: 08 6210 1872

The funds raised under the SPP will be used by the Company in conjunction with funds raised from the recent Placement (at the same price as the SPP) to fund Corazon’s exploration in Australia and Canada, including:

==> picture [11 x 14] intentionally omitted <==

• geophysics and drilling of the Top Up Rise Project in Western Australia;

==> picture [11 x 14] intentionally omitted <==

• reconnaissance exploration of the Beaucage Gold Project in Canada; and

==> picture [11 x 14] intentionally omitted <==

• offer costs and general working capital.

How much can you invest?

Under the SPP, 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:

==> picture [9 x 13] intentionally omitted <==

• 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 Friday 22 February 2013. No late applications will be accepted.

==> picture [11 x 14] intentionally omitted <==

• make payment by BPAY® on the internet or by telephone, using the details on the Entitlement and Acceptance form (New Zealand based shareholders cannot apply using BPAY unless they have an Australian bank account). The Entitlement and Acceptance Form does not need to be returned in this case.

Applicants should not forward cash.

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

	Total amount payable at 2.2	Number of Shares which may be
	cents per Share	purchased
Offer A	$2,000	90,909
Offer B	$3,000	136,363
Offer C	$5,000	227,272
Offer D	$10,000	454,545
Offer E	$15,000	681,818

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 Friday 22 February 2013 . If the exact amount of money is not tendered with your application, Corazon reserves the right to either:

==> picture [11 x 14] intentionally omitted <==

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

==> picture [11 x 14] intentionally omitted <==

• 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).

419207-1

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 in its absolute discretion. Shares allotted under the SPP 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 approximately $1.5 million. 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.

Shares are being offered pursuant to the SPP at 2.2 cents. On the last trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on ASX was 2.7 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

Event	Date
Record Date (5.00pm WST)	Friday 18 January 2013
Announcement Date of SPP	Monday 21 January 2013
Opening Date of Offer	Wednesday 23 January 2013
Closing Date of Offer	Friday 22 February 2013
Dispatch date for holding statements	Monday 4 March 2013
Quotation of Shares on ASX	Tuesday 5 March 2013

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

419207-1

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

Purpose

The purpose of the Shareholder Share Purchase Plan ( the SPP ) 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 SPP) at 2.2 cents, being a 19.11% discount to the volume weighted average trading price of Corazon Shares during the 10 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 SPP. Due to foreign securities laws, it is not practical for shareholders resident in other countries to be offered the opportunity to participate in the SPP.

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

An offer may, at the discretion of the directors of Corazon, be made under the SPP 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 SPP 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 SPP), 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:

==> picture [11 x 14] intentionally omitted <==

• that you held Corazon Shares on behalf of one or more other persons (each a Participating Beneficiary ) at 5:00pm (WST) on Friday 18 January 2013 who have subsequently instructed you to apply for Corazon Shares under the SPP on their behalf;

==> picture [11 x 14] intentionally omitted <==

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

==> picture [11 x 14] intentionally omitted <==

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

==> picture [11 x 14] intentionally omitted <==

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

==> picture [11 x 14] intentionally omitted <==

• that the application price for Corazon 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 SPP in the prior 12 months does not exceed $15,000;

==> picture [11 x 14] intentionally omitted <==

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

==> picture [11 x 14] intentionally omitted <==

• where you hold Corazon 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:

==> picture [11 x 14] intentionally omitted <==

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

419207-1

custodian or depositary services or operate IDPS accounts;

==> picture [11 x 14] intentionally omitted <==

• 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;

==> picture [11 x 14] intentionally omitted <==

• is a trustee of a self managed superannuation fund;

==> picture [11 x 14] intentionally omitted <==

• is a trustee of superannuation master trusts;

==> picture [11 x 14] intentionally omitted <==

• is a responsible entity of IDPS like schemes; or

==> picture [11 x 14] intentionally omitted <==

• is noted on the Company’s register of members as holding the Corazon 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 described 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, contact Advanced Share Registry Services Ltd 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 Corazon 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 SPP will be 2.2 cents per Share. This price has been determined by calculating the average closing price of Corazon Shares quoted on ASX during the period 10 trading days prior to the announcement of the Offer, and discounting this calculation by approximately 19%.

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 SPP, and accompanied by the terms and conditions of the SPP 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

The Company reserves the right to place any shortfall from the SPP.

Issue of Corazon Shares

Corazon Shares to be issued under the SPP 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 SPP 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 SPP. The Company will, promptly after the issue of Corazon Shares under the SPP, make application for those Corazon Shares to be listed for quotation on the official list of ASX.

Modification and Termination of the SPP

Corazon may modify or terminate the SPP at any time. Corazon will notify ASX of any modification to, or termination of, the SPP. The omission to give notice of any modification to, or termination of, the SPP 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 SPP if the issue of the Corazon Shares applied for would contravene any applicable law or the Listing Rules of ASX.

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 SPP, whether generally or in relation to any participant, application or Corazon

419207-1

Shares. The decision of Corazon in this respect will be conclusive and binding on all shareholders and other persons to whom that determination relates.

Corazon reserves the right to waive strict 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 SPP or how to deal with this Offer, please contact your stockbroker or professional adviser or Mr Rob Orr, Company Secretary on (08) 6142 6366.

419207-1

THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY