20 December, 2012

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The Manager Company Announcements Office ASX Limited

CORAZON MINING LIMITED

Notice of Meeting

Corazon Mining Limited (Corazon) (ASX:CZN) hereby gives notice of a General Meeting of shareholders to be held on 25 January 2013.

On 30 October 2012, Corazon announced it secured an option to earn up to 75% of Border Exploration Pty Ltd (“Border”), which owns 100% of the Top Up Rise Project (“TUR Project”) in Western Australia. The General Meeting is seeking approval for the staged acquisition of up to 75% of Border, on the terms and conditions set out in the Notice of Meeting.

Following consultation with the ASX, both Corazon and Border have agreed to vary the Agreement slightly. Stage 2 of the Agreement, whereby Corazon can earn a 51% share of Border, was to be triggered by Corazon granting consideration to the Vendors of 10% of the issued capital of Corazon. This consideration has now been fixed at 33 million fully paid ordinary shares in Corazon, which is anticipated to provide an approximately equivalent outcome to both parties.

The Independent Expert’s Report attached to the Notice of Meeting has found Stage 2 of the transaction to be Fair and Reasonable. Overall the Independent Expert considered the transaction to be Not Fair but Reasonable.

The Board believes the TUR Project presents a unique opportunity to test and explore for a world class style of deposit in Australia. The TUR Project displays numerous indicators for the Olympic Dam style IOCG mineralisation. The main geophysical anomaly is very large and, being one of the largest residual gravity anomalies in Australia, represents an exciting opportunity for Corazon and its shareholders.

The TUR Project complements Corazon’s existing portfolio of exploration and development projects, which includes the Lynn Lake nickel-copper sulphide development opportunity and the Beaucage Lake high grade gold exploration play, both located in Canada.

Yours faithfully

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CIVE JONES CHAIRMAN

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

CORAZON MINING LIMITED ACN 112 898 825

NOTICE OF GENERAL MEETING

TIME : 10.00am (WST) DATE : 25 January 2013 PLACE : Level 1, 350 Hay Street, Subiaco WA 6008

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6142 6366.

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CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	18
Schedule 1 – Terms and Conditions of Consideration Options	20
Appendix – Independent Expert’s Report	24
Proxy Form	Enclosed

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am on 25 January 2013 at:

Level 1, 350 Hay Street SUBIACO WA 6008

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00pm (WST) on 23 January 2013.

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and
a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – ACQUISITION OF A RELEVANT INTEREST IN THE COMPANY’S VOTING SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to the passing of Resolution 2, for the purpose of Section 611 (Item 7) of the Corporations Act and for all other purposes, approval is given for:

(a) the Company issuing Shares and Options to the Border Shareholders; and
(b) an increase in the Border Shareholders’ collective voting power in the Company to a percentage that may grow to 20% or greater as a result of the issue of Shares in (a) above; and

on the terms and conditions set out in the Explanatory Statement.”

Expert’s Report : Shareholders should carefully consider the report prepared by the Independent Expert for the purposes of the Shareholder approval under Section 611 (Item 7) of the Corporations Act and ASX Listing Rule 10.1. The Independent Expert’s Report comments on the fairness and reasonableness of the transaction the subject of this Resolution to the nonassociated Shareholders in the Company.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by the Border Shareholders and any of their associates. However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 – ISSUING SECURITIES TO A RELATED PARTY AND ACQUISITION OF A SUBSTANTIAL ASSET FROM A RELATED PARTY

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to the passing of Resolution 1, for the purposes of ASX Listing Rules 10.1 and 10.11 and for all other purposes, approval is given for:
(a) the Company to acquire fully paid ordinary shares in the capital of Border Exploration Pty Ltd from Spangled Investments Pty Ltd (a company associated with Mr Brett Smith) in accordance with the terms of the Heads of Agreement; and
(b) the Company issuing Shares and Options to Mr Brett Smith,

on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion : The Company will disregard any votes cast on this Resolution by Brett Smith and any of his associates. However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED: 14 DECEMBER 2012

BY ORDER OF THE BOARD

ROB ORR COMPANY SECRETARY

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. RESOLUTION 1 – ACQUISITION OF A RELEVANT INTEREST IN THE COMPANY’S VOTING SHARES

1.1 Background

On 30 October 2012, a binding Heads of Agreement was executed under which Corazon Mining Limited ( Corazon ) may earn up to 75% of Border Exploration Pty Ltd ( Border ), which owns 100% equity in the Top Up Rise Project ( TUR Project ) in Western Australia, via a three stage earn-in process ( Transaction ). The Heads of Agreement was subsequently amended on 13 December 2012.

Border is a proprietary limited company incorporated in Australia. Border has one shareholder, Spangled Investments Pty Ltd, which holds the shares in Border on trust ( Border Shares ) for three underlying beneficial shareholders, Graeme Wallis, Paul McMillen and Brett Smith. Brett Smith is also the Managing Director of Corazon, whilst Graeme Wallis and Paul McMillen are both unrelated to the Company.

Spangled Investments Pty Ltd hold Border Shares on trust as follows:

(a) Graeme Wallis has a beneficial interest – 100 Border Shares;
(b) Paul McMillen has a beneficial interest – 100 Border Shares; and
(c) Mr Brett Smith has a beneficial interest – 100 Border Shares,

( Border Shareholders ).

1.2 TUR Project

The TUR Project is located in the Gibson Desert Region in north eastern Western Australia and is considered by Corazon to be prospective for large gold-copper intrusive related deposits. The primary target is a gravity anomaly, which represents one of the largest untested residual gravity anomalies in Australia. The core of the anomaly is 8km in strike by 4km in width and therefore similar in size to the Olympic Dam mine area.

The TUR Project consists of three (3) granted exploration licences covering a total area of approximately 1,378km[2 ] ( Tenements ).

Tenement ID	Tenement Name	Area (km2)	Area (sub- blks)	Grant Date	Commitment ($)
EL 80/4427	Desert Road	424	134	27 May 2011	135,000
EL 80/4583	Sufficiency Knob	450	142	11 June 2012	142,000
EL 80/4584	Pollock Hills	504	159	11 June 2012	159,000
Tenement Details – TUR Project

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The TUR Project is located on the eastern margin of the Gibson Desert in Western Australia. The nearest major centre is Alice Springs, approximately 700km to the east. Access to the project is via gravel road to the Kiwirrkurra Aboriginal Community, then on station and exploration tracks. The main anomaly is approximately 42km northeast from the Community. This project is remote and getting around the Tenements is made more difficult by the existence of extensive sand dunes.

The target deposit types for the project are intrusive related copper-gold and iron-oxide copper-gold (IOCG) deposits; which are notable for their large scale. Some of the most significant mineral deposits in Australia are IOCG deposits, including BHP Billiton Ltd’s Olympic Dam and Oz Minerals Ltd’s Carrapateena and Prominent Hill assets.

The TUR Project contains a significant under cover geophysical anomaly, with the closest outcrops being anomalous in IOCG indicator minerals, proximal to a newly discovered Proterozoic granite alteration system displaying characteristics associated with copper - gold mineralisation. The potential prospectivity of this area is supported with work completed by the federal and state government geological survey organisations.

The TUR Project geophysical anomaly has been recently defined in what is considered a remote region of Western Australia, under the cover of sanddunes. No previous ground exploration has been conducted on this anomaly.

The TUR Project anomaly is an extreme gravity-high with no coincident magnetic high, sitting on top of a regional gravity high trend. The anomaly is defined by 8 data points and in general terms is 8km in strike by 4km in width. It was defined by a gravity survey completed by the GA/GSWA in 2006 (published in 2008), on a 2.5km x 2.5km grid.

The amplitude of the residual (above background) gravity anomaly is greater than 7mGals, sitting on a gravity-high ridge defined by approximately plus 4mGals, against a regional background weaker than 1mGals. The anomaly is a significantly dense body within an overall dense geophysical/geological package bounded by major structural domains.

The intensity of the gravity anomaly, the fact that the anomaly has no coincident magnetic anomaly and the prospective geochemistry in the region, identifies the TUR Project as an attractive exploration target for IOCG mineralisation.

1.3 Terms of Acquisition

A binding Heads of Agreement has been executed under which Corazon may earn up to 75% of Border, which owns 100% equity in the TUR Project, via a three stage earn-in process.

Completion is subject to a number of Conditions Precedent, including:

(a) grant of a Ministerial entry permit to the TUR Project;
(b) the parties obtaining all necessary consents and approvals, including all necessary shareholder approvals;
(c) each of the Vendors entering into a deed with Border providing that each of the Vendors releases Border from all debts owed by Border to the Vendors as at the date of the Heads of Agreement; and

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(d) the Company completing due diligence to its sole satisfaction,

( Conditions Precedent ).

Details of the earn-in agreement include:

(a) Stage 1 – Corazon may earn a 10% interest in Border ( Stage 1 Interest ) by:
(i) issuing 15,000,000 Shares to the Vendors on a pro rata basis;
(ii) granting 15,000,000 Options exercisable:
- (A) at a price equal to 134% of the volume weighted average price of Corazon Shares for the 5 trading days prior to the date that Shareholder approval for the grant of the Options is obtained; and
- (B) at any time on or before the date that is 3 years from the date of grant of the Options,

to the Vendors on a pro rata basis (the 15,000,000 Shares and 15,000,000 Options shall be referred to as the Stage 1 Consideration Securities ).

(iii) paying Border an amount equal to all direct costs incurred on the Tenements prior to the date of the Heads of Agreement up to a maximum of $250,000; and
(iv) paying Border an amount equal to any costs incurred from the date of the Heads of Agreement until the Commencement Date (subject to the incurring of such costs having been approved by Corazon),

( Stage 1 Consideration ) within 60 business days of the commencement date, being the date on which the Conditions Precedent are satisfied or waived.

(b) Stage 2 – Corazon will have the option ( Stage 2 Option ) to earn a further 41% ( Stage 2 Interest ) (total of 51%) in Border by:
(i) paying the vendors $200,000 in cash or if Corazon is prevented from paying cash by the ASX Listing Rules, issuing Corazon Shares to the same value ( Stage 2 Option Shares ) within 9 months of the end of the financial year in which the Company earns the Stage 1 Interest; and
(ii) completing the following exploration activities on the TUR Project within a period of 2 years ( Option Period ) from the Commencement Date:
- (A) an Agreed Geophysical Survey; and
- (B) a minimum drilling program of 2,000 meters

Subject to Corazon having earned the Stage 1 Interest and having exercised the Stage 2 Option, Corazon may earn the Stage 2 Interest by:

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(i) either:
(A) defining a JORC compliant Mineral Resource and completing a Scoping Study on the TUR Project; or
(B) spending a minimum of $4 million on exploration; and
(ii) subsequently issuing Border with 33,000,000 Shares or a combination of cash and Shares which together are equal to the value of 33,000,000 Shares at the date of issue ( Stage 2 Consideration ) (to the extent that Shares are issued rather than cash, such Shares are referred to as the Stage 2 Consideration Shares ),

within the period that is 4 years from the date of the Company exercising the Stage 2 Option ( Stage 2 Earn In Period ).

(c) Stage 3 – Corazon may earn a further 24% ( Stage 3 Interest ) (total of 75%) in Border by completing a definitive feasibility study on the TUR Project; and paying to the Vendors of by way of cash, the issue of Shares or a combination of the two, at the Company’s election and subject to the ASX Listing Rules, an amount determined with reference to the Company’s market capitalisation at the date of completion of the definitive feasibility study, in accordance with the following scale:

Market Capitalisation	Stage 3 Consideration
Greater than $500 million	$6 million
Greater than $200 million and up to $500 million	$3 million
Greater than $100 million and up to $200 million	$1.5 million
Greater than $50 million and up to $100 million	$0.75 million
Up to $50 million	$0.5 million

( Stage 3 Consideration ).

To the extent that Shares are issued (as opposed to cash), such Shares are referred to as the Stage 3 Consideration Shares .

(d) In the event that the Company receives an offer to purchase its Border Shares prior to the Company earning the Stage 2 Interest, the Company must offer to sell its Border Shares to the Vendors (on the same terms as the offer from a third party) prior to disposing of the Border Shares to the third party.
(e) Upon Corazon earning the Stage 2 Interest, the Vendors may elect to contribute to funding exploration of the TUR Project in which case an exploration joint venture shall be formed and Corazon will not be permitted to acquire the Stage 3 Interest and Corazon’s interest in Border will be capped at 51%.
(f) The parties have agreed that an exploration joint venture will be formed upon the earlier of the Vendors electing to contribute upon the acquisition of the Stage 2 Interest or Corazon earning the Stage 3

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Interest. Upon a joint venture being formed and until a decision to mine being made, each party must contribute to all project costs in proportion to their interest in Border and where a party fails to do so, that party’s interest in Border shall be diluted on a proportional basis in accordance with a standard industry formula.

(g) The parties have also agreed to enter into a formal agreement to more fully document the arrangement reached by the parties. The formal agreement will contain the terms of the exploration joint venture.
(h) Upon Corazon making a decision to mine the TUR Project, the Vendors and Corazon will enter into a formal production joint venture agreement. Upon formation of a mining joint venture, the Vendors’ share of costs shall accrue to a loan account which shall be repaid out of revenue derived under the TUR Project. Further, in the event that Corazon proposes to sell a proportion of its Border Shares in order to fund the TUR Project, the Vendors shall benefit from tag along and drag along rights which provide that:
(i) Corazon may require the Vendors to sell an equivalent proportion of their Border Shares to a third party; and
(ii) the Vendors may require that the third party purchase an equivalent proportion of their Border Shares.
(i) Corazon shall have the right to withdraw and terminate the Heads of Agreement at any time after the exercise of the Stage 2 Option and prior to the completion of the Stage 2 Earn In Period and provided that the Tenements are in good standing. In the event that Corazon withdraws from the Heads of Agreement in this manner, it must transfer the Border Shares back to the Vendors on a pro rata basis.
(j) The Vendors will be free carried in respect of the maintenance of Border and the Tenements as well as all exploration and development costs incurred by Border until a decision to mine the TUR Project is made (or the Vendors alternatively elect to fund their share of the TUR Project upon the completion of Stage 2 and an exploration joint venture is formed).

The Heads of Agreement also contains standard warranties and representations and otherwise contains terms and conditions typical for an agreement of this nature.

1.4 Item 7 of Section 611 of the Corporations Act

Section 606 of the Corporations Act – Statutory Prohibition

Pursuant to Section 606(1) of the Corporations Act, a person must not acquire a relevant interest in issued voting shares in a listed company if the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that person’s or someone else’s voting power in the company increases:

(a) from 20% or below to more than 20%; or
(b) from a starting point that is above 20% and below 90%, ( Prohibition ).

Voting Power

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The voting power of a person in a body corporate is determined in accordance with Section 610 of the Corporations Act. The calculation of a person’s voting power in a company involves determining the voting shares in the company in which the person and the person’s associates have a relevant interest.

Associates

For the purposes of determining voting power under the Corporations Act, a person ( second person ) is an “associate” of the other person ( first person ) if:

(a) (pursuant to Section 11 of the Corporations Act) the primary person is a body corporate and the second person is:
(i) a director or secretary of the body;
(ii) a related body corporate; or
(iii) a director or secretary of a related body corporate,
(b) (pursuant to Section 12(2) of the Corporations Act) the first person is a body corporate and the second person is:
(i) a body corporate the first person controls;
(ii) a body corporate that controls the first person; or
(iii) a body corporate that is controlled by an entity that controls the person;
(c) the second person has entered or proposed to enter into a relevant agreement with the first person for the purpose of controlling or influencing the composition of the company’s board or the conduct of the company’s affairs; or
(d) the second person is a person with whom the first person is acting or proposed to act, in concert in relation to the company’s affairs.

Relevant Interests

Section 608(1) of the Corporations Act provides that a person has a relevant interest in securities if they:

(a) are the holder of the securities;
(b) have the power to exercise, or control the exercise of, a right to vote attached to the securities; or
(c) have power to dispose of, or control the exercise of a power to dispose of, the securities.

It does not matter how remote the relevant interest is or how it arises. If two or more people can jointly exercise one of these powers, each of them is taken to have that power.

In addition, Section 608(3) of the Corporations Act provides that a person has a relevant interest in securities that any of the following has:

(d) a body corporate in which the person’s voting power is above 20%; or
(e) a body corporate that the person controls.

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Reason Why Section 611 Approval Required

Item 7 of Section 611 of the Corporations Act provides an exception to the Prohibition, whereby a person may acquire a relevant interest in a company’s voting shares with shareholder approval.

Shareholder approval under Item 7 of Section 611 of the Corporations Act is required for Resolution 1.

Increase in Relevant Interest

There is the potential for an increase in the relevant interest of the Border Shareholders and its associates from below 20% to above 20% assuming that:

(a) Shareholders approve Resolution 1;
(b) the Company is required to issue all of the Consideration Securities to the Border Shareholders; and
(c) no other Shares are issued or Options exercised.

Prescribed Information – ASIC Regulatory Guide

The following information is required to be provided to Shareholders under the Corporations Act and ASIC Regulatory Guide 74 in respect of obtaining approval for Item 7 of Section 611 of the Corporations Act. Shareholders are also referred to the Independent Expert’s Report prepared by BDO annexed to this Explanatory Statement.

(a) Identity of the Acquirer and its Associates

While the Company does not consider that the Border Shareholders are associated with each other for the purposes of the Corporations Act and is not aware of any agreement or arrangement between the Border Shareholders in respect of their interest in the Company (other than the Heads of Agreement), the Company has taken a conservative approach by seeking Shareholder approval pursuant to Section 611 of the Corporations Act for the purpose of the Border Shareholders (in aggregate) acquiring an interest in the Company’s voting Shares of greater than 20%.

(b) Relevant Interests and Voting Power

One of the Border Shareholders, Brett Smith, currently has an interest in 125,000 Shares and 2,000,000 Options, as set out in Section 1.4(d). No other Border Shareholder currently holds an interest in any Securities of the Company.

(c) Intentions of the Border Shareholders

Other than as disclosed elsewhere in this Explanatory Statement, the Company understands that the Border Shareholders (and their associates):

(i) have no intention of making any significant changes to the business of the Company;

(ii) have no intention to inject further capital into the Company;

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(iii) have no intention of making changes regarding the future employment of the present employees of the Company;
(iv) do not intend to redeploy any fixed assets of the Company; and
(v) do not intend to transfer any property between the Company and the Border Shareholder or any of their associates.

These intentions are based on information concerning the Company, its business and the business environment which is known to the Border Shareholders at the date of this document, which is limited to the publicly available information and a due diligence review of certain non-public material provided to the Border Shareholders by the Company.

(d) Particulars of Proposed Allotment

As set out in Section 1.1 of this Explanatory Statement, the Company has agreed to issue the Consideration Securities to the Border Shareholders. In this regard, the Company is seeking Shareholder approval under Section 611 of the Corporations Act in order to:

(i) issue the Stage 1 Consideration Securities, being 15,000,000 Shares and 15,000,000 Options, to the Border Shareholders within 60 days of satisfaction of the Conditions Precedent;
(ii) issue the Stage 2 Option Shares, being such number of Shares as is equal to a value of $200,000 on the date of issue within 9 months of the end of the financial year in which the Company earns the Stage 1 Interest;
(iii) issue the Stage 2 Consideration Shares, being 33,000,000 Shares, within 4 years from the Company exercising the Option; and
(iv) issue the Stage 3 Consideration Shares, being Shares to the value of up to $6,000,000 (depending on the market capitalisation of the Company on the date of issue), upon completion of a definitive feasibility study in respect of the TUR Project.

An example of the capital structure of the Company upon issuing the maximum amount of Consideration Securities under the Heads of Agreement is set out below:

Capital Structure	Shares	Options1
Securities currentlyon issue	139,141,415	66,537,710
Issue of Stage 1 Consideration Securities	15,000,000	15,000,000
Issue of Stage 2 Option Shares2	2,222,222	Nil
Issue of Stage 2 Consideration Shares3	33,000,000	Nil
Issue of Stage 3 Consideration Shares4	200,000,000	Nil
Issue of all Consideration Securities	389,363,637	81,537,710

Notes:

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The Company currently has the following Options on issue:

(A) 48,067,710 Options exercisable at $0.20 by 30 April 2013;
(B) 2,970,000 Options exercisable at $0.07 by 13 July 2013;
(C) 2,000,000 Options exercisable at $0.12 by 30 November 2013;
(D) 8,500,000 Options exercisable at $0.145 by 25 February 2014; and
(E) 5,000,000 Options exercisable at $0.20 by 1 December 2014.

Assuming that the Company is precluded from paying cash to Brett Smith under the ASX Listing Rules in respect of the Stage 2 Option and that the deemed issue price of Shares will be $0.03 per Share at the time of issue, as the Shares were trading on 12 December 2012. This amount has been calculated on the basis that Stage 2 Option Shares will only be issued in respect of the portion of payment to Brett Smith, being approximately $66,667 worth of Shares.

Assuming no Shares are issued other than the Stage 1 Consideration Securities and Stage 2 Option Shares and no Options exercised prior to the date of issue. This also assumes that Shares are issued rather than a cash payment in respect of the Stage 2 Consideration.

Assuming that the Company has a market capitalisation of greater than $500 million and the deemed issue price of the Shares will be $0.03, as the Shares were trading on 12 December 2012. However, in the event that the Company has a market capitalisation of greater than $500 million, it is unlikely that the Company’s Shares will trade at only $0.030 per Share. This value has been included for illustrative purposes only and it is likely that a lesser number of Shares will be issued. This also assumes that Shares are issued rather than a cash payment in respect of the Stage 3 Consideration.

Taking into account the assumptions set out above, as a result of the issue of the Consideration Securities, the Border Shareholders may acquire up to 250,222,222 Shares and 15,000,000 Options. Brett Smith, a Border Shareholder, currently has an interest in 125,000 Shares and 2,000,000 Options exercisable at $0.12 by 30 November 2013. As such, the Border Shareholders may acquire a relevant interest in up to a 56.77% interest in the fully diluted capital of the Company, assuming that the Company does not issue any further Securities before payment of the Stage 3 Consideration, other than those contemplated to be issued in this Notice.

However, the market capitalisation of the Company (for the purpose of determining the Stage 3 Consideration) on the basis of the current number of Shares on issue and current trading price of Shares is not greater than $500 million. As such, the above is an example only and the Border Shareholders will acquire a lesser interest in the Company than 56.77%. The current market capitalisation of the Company is approximately $5.7 million based on the current market capitalisation this would result in the Border Shareholders being issued $0.5 million worth of Shares (16,666,666.67 Shares at the current trading price of Shares) resulting in a total voting power (on a fully diluted basis) of approximately 29.22% (assuming no Shares are issued other than the Consideration Shares).

(e) Interests and Recommendations of Directors

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Refer to Section 2.5 for the interests and recommendations of Directors in relation to Resolution 1.

(f)

Advantages of the Acquisition

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the proposed Resolution:

(i) The Transaction provides Corazon shareholders with exposure to a highly prospective exploration asset in Western Australia, and any appreciation in value that may result from its further exploration and development;
(ii) The Transaction provides Corazon with exposure to a higher level of commodity diversification, which reduces its risk profile;
(iii) The TUR Project complements Corazon’s existing portfolio of exploration and development projects as well as providing Corazon with asset diversification, which reduces its risk profile;
(iv) Corazon will have a stronger market presence and is expected to have an increased liquidity of its Shares as a result of the Transaction;
(v) The Transaction structure provides Corazon with a significant degree of flexibility in dealing with its future exploration and funding commitments;
(vi) The TUR Project displays numerous indicators for the Olympic Dam style IOCG mineralisation. The anomaly is very large, being one of the largest residual gravity anomalies in Australia; and
(vii) BDO has concluded that the issue of the Consideration Securities to the Border Shareholders is not fair but reasonable to the non-associated Shareholders.

(g) Disadvantages of the Acquisition

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the proposed Resolution:

(i) A significant number of Shares and Options may be issued to the Vendors, meaning that the control of existing shareholders in Corazon has the potential to be substantially diluted;
(ii) The TUR Project is at a very early stage, having undergone no previous ground exploration. It is not inconceivable that further exploration is unable to find an economic, commercially viable mineral deposit at the TUR Project;
(iii) The location of the TUR Project is remote which will be a challenge to explore and commercialise; and
(iv) there is no guarantee that the Company’s Shares will not fall in value as a result of the issue of the Shares.

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Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Consideration Securities to the Border Shareholders as approval is being obtained under Item 7 of Section 611 of the Corporations Act (Exception 16 in ASX Listing Rule 7.2). Accordingly, the issue of Consideration Securities to the Border Shareholders will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

2. RESOLUTION 2 – ISSUING SECURITIES TO A RELATED PARTY AND ACQUISITION OF A SUBSTANTIAL ASSET FROM A RELATED PARTY

2.1 ASX Listing Rule 10.1

ASX Listing Rule 10.1 provides that an entity (or any of its subsidiaries) must not acquire a substantial asset from, or dispose of a substantial asset to, inter alia, a related party or an associate of a related party.

An asset is substantial if its value, or the value of the consideration for it is, or in ASX’s opinion is, 5% or more of the equity interests of the company as set out in the latest accounts given to ASX under the Listing Rules.

For the purposes of ASX Listing Rule 10.1, Brett Smith is a related party of the Company by virtue of the fact that Mr Smith is a director of the Company and a director and shareholder of Border.

Under section 13(c) of the Corporations Act, a trustee of a trust in relation to which a person benefits, or is capable of benefitting is an associate of a party for the purpose of ASX Listing Rule 10.1. In this regard, Spangled Investments holds 100 Border Shares (one third of the issued capital of Border) for the Smith Exploration Trust, a trust of which Brett Smith is a beneficiary.

Based on the Company’s Annual Report for the year ending 30 June 2012, the Company’s total equity interests equated to $1,326,579. As a result, an asset will be deemed to be ‘substantial’ for the purposes of the Company if its value is at least 5% of this amount, being $66,328.95. The Company is of the opinion that the value of the TUR Project exceeds this amount. Further, the Company considers that the value of Brett Smith’s portion of the Stage 1 Consideration alone is worth more, based on the current trading price of the Company’s Shares on ASX.

As a result, the Company is acquiring a substantial asset from an associate of Mr Smith. Accordingly, Shareholder approval is being sought for the purposes of ASX Listing Rule 10.1 as the acquisition of Border from the Border Shareholders (including Mr Smith) is deemed an acquisition of a ‘substantial asset’ from a related party.

In accordance with ASX Listing Rule 10.1, accompanying this Notice is an Independent Expert’s Report prepared by BDO providing a detailed analysis of the proposed transaction. The report concludes that the Transaction is not fair but reasonable to the non-associated Shareholders.

Please refer to the Independent Expert’s Report annexed to this Notice for further details, and in particular the advantages and disadvantages of the transaction contemplated under this Resolution 2.

2.2 Independent Expert’s Report

The Independent Expert’s Report assesses whether the acquisition of Shares outlined in Resolution 2 is fair and reasonable to the Shareholders who are not associated with Mr Smith.

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The Independent Expert’s Report also contains an assessment of the advantages and disadvantages of the proposed issue and allotment of Shares the subject of Resolution 2. This assessment is designed to assist all Shareholders in reaching their voting decision.

BDO has provided the Independent Expert’s Report and has concluded that in its opinion, it believes the proposal as outlined in Resolutions 1 and 2, on balance, IS NOT FAIR BUT REASONABLE to the Shareholders of the Company not associated with Mr Smith. It is recommended that all Shareholders read the Independent Expert’s Report in full.

The Independent Expert's Report is enclosed with this Notice of Meeting.

2.3 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The issue of the Consideration Shares to Mr Smith constitutes giving a financial benefit and Mr Smith is a related party of the Company by virtue of the fact that he is a director and Shareholder of the Company and is a director and shareholder of Border.

The Directors (other than Mr Smith who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Consideration Securities to Mr Smith because the Securities will be issued to Mr Smith on the same terms as Consideration Securities issued to non-related Border Shareholders and as such the giving of the financial benefit is on arm’s length terms. However, the Directors do not consider that an exception to ASX Listing Rule 10.11 applies and, as such, the Company is seeking Shareholder approval for the issue of Consideration Securities to Mr Smith.

2.4 Shareholder Approval (ASX Listing Rule 10.11)

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of Shares to Mr Smith:

(a) Mr Smith is a related party of the Company by virtue of the fact that Mr Smith, a Director and Shareholder of the Company, is a director and shareholder of Border;

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(b) the maximum number of Shares and Options (being the nature of the financial benefit being provided) to be issued to Mr Smith is:
(i) 5,000,000 Shares and 5,000,000 Options pursuant to the issue of the Stage 1 Consideration Securities;
(ii) such number of Shares as would amount to a value of one third of $200,000, being the Stage 2 Options Shares to be issued to Brett Smith in the event that the ASX Listing Rules preclude the Company from issuing the Shares to him;
(iii) 11,000,000 Shares being one third of the Stage 2 Consideration Shares; and
(iv) up to such number of Shares as would amount to a value of up to $2,000,000, depending on the market capitalisation of Corazon at the time (see table in Section 1.3(c).

on the basis that Mr Smith holds one third of the issued capital of Border at the date of entry into the Heads of Agreement;

(c) the Stage 1 Consideration Securities will be issued for nil cash consideration in satisfaction of the acquisition of the Stage 1 Interest;
(d) the Stage 2 Consideration Shares and Stage 3 Consideration Shares will be issued at a deemed issue price based on the 5 day VWAP of the Company’s shares prior to the issue of the Consideration Shares;
(e) ASX Listing Rule 10.13.3 provides that Securities must be granted within one (1) month of the date of the General Meeting. The Company has recently applied for a waiver of this requirement in order for the Consideration Securities to be issued in various tranches. Once a determination has been made with respect to the waiver, the Company will provide an announcement on the ASX. Should the waiver not be granted, the Company will be required to obtain shareholder approval prior each issue of Consideration Securities to Mr Smith;
(f) the Consideration Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(g) the Consideration Options will be granted on the terms and conditions set out in Schedule 1; and
(h) no funds will be raised from this issue as the Shares and Options will be issued in consideration for the acquisition of Border.

2.5 Directors Recommendations

(a) Mr Brett Smith declines to make a recommendation to Shareholders in relation to Resolutions 1 and 2 due to his material personal interest in the outcome of those Resolutions.
(b) The Directors, other than Mr Brett Smith who has a material personal interest in the outcome of Resolutions 1 and 2, ( Disinterested Directors ) recommend that Shareholders vote in favour of Resolutions 1 and 2 for the reasons set out in Section 1.4(f) above. The Disinterested Directors are not aware of any other information other than as set out in this

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Notice of Meeting that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 1 and 2.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

BDO means BDO Corporate Finance (WA) Pty Ltd

Board means the current board of directors of the Company.

Border means Border Exploration Pty Ltd (ACN 142 267 687).

Border Shares fully paid ordinary shares in the capital of Border.

Border Shareholders has the meaning set out in Section 1.1.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company or Corazon means Corazon Mining Limited (ACN 112 898 825).

Conditions Precedent means the conditions precedent to the Heads of Agreement, as set out in Section 1.3.

Consideration Options means 15,000,000 Options on the terms and conditions set out in Schedule 1, to be issued to the Border Shareholders by the Company in order to acquire the Stage 1 Interest.

Consideration Securities means the Stage 1 Consideration Securities, the Stage 2 Consideration Shares, the Stage 2 Option Shares and the Stage 3 Consideration Shares.

Consideration Shares means the Shares to be issued to the Border Shareholders in respect of the Stage 1 Consideration Securities, the Stage 2 Consideration Shares, the Stage 2 Option Shares and the Stage 3 Consideration Shares.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Heads of Agreement means the heads of agreement (as amended) pursuant to which the Company will acquire up to a 75% interest in the capital of Border, as summarised in Section 1.3.

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves prepared by JORC and adopted by the Australasian

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Institute of Mining and Metallurgy and the Australian Institute of Geoscientists and adopted by and included in the listing rules of the ASX (as amended from time to time with the current edition being 2004).

Mineral Resource means a “Mineral Resource” that is delineated by a qualified person in compliance with the JORC Code.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Option Period has the meaning set out in Section 1.3.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Securities means Shares and/or Options.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Stage 1 Consideration Securities has the meaning set out in Section 1.3.

Stage 1 Consideration has the meaning set out in Section 1.3.

Stage 1 Interest has the meaning set out in Section 1.3.

Stage 2 Consideration Shares has the meaning set out in Section 1.3.

Stage 2 Options Shares has the meaning set out in Section 1.3.

Stage 2 Option has the meaning set out in Section 1.3.

Stage 2 Interest has the meaning set out in Section 1.3.

Stage 3 Consideration has the meaning set out in Section 1.3.

Stage 3 Consideration Shares has the meaning set out in Section 1.3.

Stage 3 Interest has the meaning set out in Section 1.3.

Transaction means the acquisition of an interest in Border by Corazon, structured by staged earn-in

TUR Project means the Top Up Rise Project.

Vendors means the Border Shareholders.

VWAP means the volume average weighted price of the Company’s shares on the ASX.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF CONSIDERATION OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be a price equal to 134% of the volume weighted average price of Shares for the 5 trading days prior to the date of this Meeting ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5.00pm (WST) on the date that is 3 years from the date of issue of the Options ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

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(iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h)

Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Unquoted

The Company will not apply for quotation of the Options on ASX.

(n)

Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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APPENDIX – INDEPENDENT EXPERT’S REPORT

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CORAZON MINING LIMITED Independent Expert’s Report

OPINION: NOT FAIR BUT REASONABLE

12 December 2012

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Financial Services Guide

12 December 2012

BDO Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 (― we ‖ or ― us ‖ or ― ours ‖ as appropriate) has been engaged by Corazon Mining Limited (― Corazon ‖) to provide an independent expert‘s report on the proposal to earn up to a 75% shareholding interest in Border Exploration Pty Ltd (― Border ‖), which holds the Top UP Rise Exploration Project . You will be provided with a copy of our report as a retail client because you are a shareholder of Corazon.

Financial Services Guide

In the above circumstances we are required to issue to you, as a retail client, a Financial Services Guide (― FSG ‖). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about:

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Who we are and how we can be contacted;
The services we are authorised to provide under our Australian Financial Services Licence, Licence No. 316158;
Remuneration that we and/or our staff and any associates receive in connection with the general financial product advice;
Any relevant associations or relationships we have; and
Our internal and external complaints handling procedures and how you may access them.

Information about us

BDO Corporate Finance (WA) Pty Ltd is a member firm of the BDO network in Australia, a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it in BDO International). The financial product advice in our report is provided by BDO Corporate Finance (WA) Pty Ltd and not by BDO or its related entities. BDO and its related entities provide services primarily in the areas of audit, tax, consulting and financial advisory services.

We do not have any formal associations or relationships with any entities that are issuers of financial products. However, you should note that we and BDO (and its related entities) might from time to time provide professional services to financial product issuers in the ordinary course of business.

Financial services we are licensed to provide

We hold an Australian Financial Services Licence that authorises us to provide general financial product advice for securities to retail and wholesale clients.

When we provide the authorised financial services we are engaged to provide expert reports in connection with the financial product of another person. Our reports indicate who has engaged us and the nature of the report we have been engaged to provide. When we provide the authorised services we are not acting for you.

General Financial Product Advice

We only provide general financial product advice, not personal financial product advice. Our report does not take into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice.

BDO CORPORATE FINANCE (WA) PTY LTD

Financial Services Guide

Page 2

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Fees, commissions and other benefits that we may receive

We charge fees for providing reports, including this report. These fees are negotiated and agreed with the person who engages us to provide the report. Fees are agreed on an hourly basis or as a fixed amount depending on the terms of the agreement. The fee payable to BDO Corporate Finance (WA) Pty Ltd for this engagement is approximately $25,000.

Except for the fees referred to above, neither BDO, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

Remuneration or other benefits received by our employees

All our employees receive a salary. Our employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report. We have received a fee from Corazon for our professional services in providing this report. That fee is not linked in any way with our opinion as expressed in this report.

Referrals

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

Complaints resolution

Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing addressed to The Complaints Officer, BDO Corporate Finance (WA) Pty Ltd, PO Box 700 West Perth WA 6872.

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaint within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Ombudsman Service ( ― FOS ‖). FOS is an independent organisation that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial service industry. FOS will be able to advise you as to whether or not they can be of assistance in this matter. Our FOS Membership Number is 12561. Further details about FOS are available at the FOS website www.fos.org.au or by contacting them directly via the details set out below.

Financial Ombudsman Service GPO Box 3 Melbourne VIC 3001 Toll free: 1300 78 08 08 Facsimile: (03) 9613 6399 Email: [email protected]

Contact details

You may contact us using the details set out on page 1 of the accompanying report.

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1.	Introduction	1
2.	Summary and Opinion	1
3.	Scope of the Report	5
4.	Outline of the Transaction	7
5.	Profile of Corazon	9
6.	Profile of Border	14
7.	Economic analysis	14
8.	Industry analysis	15
9.	Valuation methodologies	22
10.	Valuation of Corazon	23
11.	Valuation of Border	28
12.	Is the Transaction fair?	30
13.	Is the Transaction reasonable?	34
14.	Conclusion	37
15.	Sources of information	37
16.	Independence	37
17.	Qualifications	38
18.	Disclaimers and consents	38

– Appendix 1 Glossary

– Appendix 2 Valuation Methodologies

Appendix 3 - Independent Valuation Report prepared by Ravensgate Mining Industry Consultants – Appendix 4 Valuation of Options issued as part of the Stage 1 Consideration

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12 December 2012

The Directors CORAZON MINING LIMITED Level 1 350 Hay Street SUBIACO WA 6008

Dear Sirs

INDEPENDENT EXPERT’S REPORT

1. Introduction

On 30 October 2012, Corazon Mining Limited (― Corazon ‖ or ― the Company ‖) announced that it had entered into an agreement to earn up to 75% of Border Explor ation Pty Ltd (― Border ‖) , which owns 100% of the Top Up Rise Project (― the Project ” ). Corazon will have the opportunity to acquire up to 75% of Border through a three stage earn-in- agreement as set out in the Binding Heads of Agreement (― HOA ‖) entered into by Corazon and the vendors of Border.

Stage 1 allows Corazon to acquire a 10% interest in Border (― Stage 1 Interest ‖) , in exchange for the issue of 15 million shares in Corazon (― Shares ‖), the grant of 15 mill ion options to acquire Corazon shares at a price of 134% of the five day volume weighted average price (― Options ‖) and $25 0,000 cash, collectively the ― Stage 1 Consideration ” .

Stage 2 allows Corazon to acquire up to an additional 41% interest in Border (― Stage 2 Interest ‖ ) in exchange for the issue of shares or cash to the value of 33 million shares in Corazon at the date of issue (― Stage 2 Consideration ‖). Corazon would hold a cumulative 51% interest in Border after completion of Stage 2.

Stage 3 entitles Corazon to earn an additional 24% interest in Border (― Stage 3 Interest ‖) in exchange for the issue of shares or cash to the value of approximately 10% of the market capitalisation of Corazon at that time (― Stage 3 Consideration ‖). The value of the consideration for each range of Corazon‘s future market capitalisation is set out in Section 4 of the Report. Corazon would hold a cumulative 75% interest in Border after completion of Stage 3.

2. Summary and Opinion

2.1 Purpose of the report

The directors of Corazon have requested that BDO C orporate Finance (WA) Pty Ltd (― BDO ‖) prepare an independent expert‘s report (― our Report ‖) to express an opinion as to whether or not the option to

BDO Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 AFS Licence No 316158 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Corporate Finance (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

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acquire up to a 75% interest in Border (― the Transaction ‖ ) is fair and reasonable to the non associated shareholders of Corazon (― Shareholders ‖) .

Our Report is prepared pursuant to ASX Listing Rule 10.1 and Item 7 of section 611 of the Corporations Act 2001 and is to be included in the Notice of Meeting for Corazon in order to assist the Shareholders in their decision whether to approve the Transaction.

2.2 Approach

Our Report has been prepared having regard to Australian Securities and Investments Commission (― ASIC ‖) Regulatory Guide 111 (― RG 111 ‖), ‗Content of Expert‘s Reports‘ and Regulatory Guide 112 (― RG 112 ‖) ‗Independence of Experts‘.

In arriving at our opinion, we have assessed the terms of the Transaction as outlined in the body of this report. We have considered:

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How the value of the assets being acquired compares to the value of the consideration to be paid for the assets in each of the three stages of the Transaction;
Other factors which we consider to be relevant to the Shareholders in their assessment of the Transaction; and
The position of Shareholders should the Transaction not proceed.

2.3 Opinion

Giving consideration to all three stages of the Transaction we consider the Transaction to be not fair but reasonable to Shareholders.

In our opinion, the Transaction is not fair because the value of 10% of Border being acquired is less than the value of the consideration under Stage 1. However, we consider the Transaction to be reasonable because the advantages of the Transaction to Shareholders are greater than the disadvantages. In particular, the optional nature of Stage 2 means that Corazon is exposed to the full upside of the Project, with losses being capped at the Stage 1 Consideration plus any subsequent expenditure incurred by Corazon. Similarly under Stage 3 of the Transaction, Corazon has the right but not the obligation to acquire up to a 75% interest in Border.

Our opinion on the three stages is set out individually below.

Stage 1

We have considered the terms of Stage 1 of the Transaction as outlined in the body of this report and have concluded that Stage 1 of the Transaction is not fair but reasonable to Shareholders.

Stage 2

We have considered the terms of Stage 2 of the Transaction as outlined in the body of this report and have concluded that the issue of shares under Stage 2 of the Transaction is fair and reasonable to Shareholders.

Stage 3

We have considered the terms of Stage 3 of the Transaction as outlined in the body of this report and have concluded that Stage 3 of the Transaction is not fair but reasonable to Shareholders.

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2.4 Fairness

Stage 1

In Section 12 we determined that the Transaction consideration in Stage 1 compares to the value of Border, as detailed hereunder.

			Low	Preferred	High
		Ref	$	$	$
Value of	consideration	12	910,000	970,000	1,030,000
Value of	10% of Border (minority interest)	11	126,244	175,791	228,800

The above valuation ranges are graphically presented below:

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

Value of 10% of Border
(minority basis)
Value of consideration
$0 $200 $400 $600 $800 $1,000 $1,200
Value in $000s
----- End of picture text -----

The above pricing indicates that, in the absence of any other relevant information Stage 1 of the Transaction is not fair for Shareholders.

Stage 2

In order to assess the fairness of the issue of Corazon shares to the shareholders of Border under Stage 2 of the Transaction we compared the value of the additional 41% interest in Border to be acquired in Stage 2 with the consideration payable by Corazon for this interest, being 33 million shares in Corazon.

This means that any future increase in the value of Border resulting from exploration expenditure or defining a resource and completing a scoping study will result in the 41% interest in Border exceeding the value of the consideration payable. We therefore consider the issue of shares under Stage 2 of the Transaction to be fair for Shareholders.

As we cannot determine what the value of Border may be, this assessment of fairness is predicated on the assumption that the directors of Corazon will act in accordance with their duty under the Corporations Act 2001 (Cth) (― the Act ‖) to act bona fide (in good faith) in the interests of the Company as a whole when evaluating whether to earn the additional 41% interest in Border by issuing shares in the Company.

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Stage 3

We consider the terms of Stage 3 of the Transaction to be too speculative and forward looking for us to assign a value to the assets to be acquired and the consideration that is payable for those assets. In order to express an opinion on the fairness of Stage 3 of the Transaction we would be required to compare the value of the Project after the completion of the definitive feasibility study with the value of shares issued or cash paid as consideration. We cannot predict either of these values accurately, therefore under the definition of fairness under RG 111 we consider Stage 3 of the Transaction to be not fair to Shareholders.

Conclusion

The transaction is considered to be not fair to the Shareholders of Corazon, reflecting the following factors:

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The issue of shares under Stage 2 is fair to Shareholders;
Stage 1 is not fair to shareholders;
If Stage 2 is not completed then Corazon will hold no interest in Border in return for the consideration paid under Stage 1; and
Stage 3 cannot be valued due to it being speculative and therefore we do not have reasonable grounds on which to base a valuation.

2.5 Reasonableness

We have considered the analysis in Sections 13 of this report, in terms of both:

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advantages and disadvantages of the Transaction; and
other considerations, including the position of Shareholders if the Transaction does not proceed.

In our opinion, the position of Shareholders if the Transaction is approved is more advantageous than the position if the Transaction is not approved. Accordingly, in the absence of any other relevant information and/or a superior proposal we believe that the Transaction is reasonable for Shareholders.

The respective advantages and disadvantages considered are summarised below:

ADVANTAGES AND DISADVANTAGES	ADVANTAGES AND DISADVANTAGES
Section	Advantages	Section	Disadvantages

13.3	The issue of shares under Stage 2 of the Transaction is fair	13.4	Dilution of Shareholders‘interests
13.3	Corazon will have control of Border after Stage 2	13.4	Border has the option to convert to a joint venture

13.3	Larger and more diverse portfolio of assets	13.4	Other performance criteria required to acquire the Stage 2 Interest which is not captured in our fairness calculations
13.3	The Company will have a stronger market presence and increased liquidity of its shares	13.4	If Stage 2 is not completed then the 10% interest in Border earned in Stage 1 will be cancelled

13.3	Minimal reduction in cash
13.3	Flexibilityof future commitments
13.3	Corazon can elect to delay payment of consideration

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Other key matters we have considered include:

Section	Description
13.5	High level of uncertainty regarding the Project and the consideration payable.
13.5	Change in risk exposure

3. Scope of the Report

3.1 Purpose of the Report

ASX Listing Rule 10.1 requires that a listed entity must obtain shareholders‘ approval before it acquires or disposes of a substantial asset, when the consideration to be paid for the asset or the value of the asset being disposed constitutes more than 5% of the equity interest of that entity at the date of the last audited accounts. Based on the audited accounts as at 30 June 2012, the value of the consideration paid for Border under Stage 1 is approximately 9.7% of the equity interest of Corazon.

Listing Rule 10.1 applies where the vendor or acquirer of the relevant assets is a related party of the listed entity.

Shareholder approval is required for the acquisition of up to 75% of the issued capital of Border. Border is considered a related party as Mr Brett Smith, the Managing Director of Corazon is also a substantial shareholder of Border.

Listing Rule 10.10.2 requires the Notice of Meeting for shareholders‘ approval to be accompanied by a report by an independent expert expressing their opinion as to whether the transaction is fair and reasonable to the shareholders whose votes are not to be disregarded in respect of the transaction.

Section 606 of the Act expressly prohibits the acquisition of shares by a party if that acquisition will result in that person (or someone else) holding an interest in 20% or more of the issued shares of a public company, unless a full takeover offer is made to all shareholders. Assuming that all Options are exercised and that the Stage 3 Interest is acquired, Border will hold approximately 32% of Corazon.

Section 611 permits such an acquisition if the shareholders of that entity have agreed to the issue of such shares. This agreement must be by resolution passed at a general meeting at which no votes are cast in favour of the resolution by any party who is associated with the party acquiring the shares, or by the party acquiring the shares. Section 611 states that shareholders of the company must be given all information that is material to the decision on how to vote at the meeting.

Regulatory Guide 74 issued by ASIC deals with "Acquisitions Agreed to by Shareholders". It states that the obligation to supply shareholders with all information that is material can be satisfied by the nonassociated directors of Corazon, by either:

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undertaking a detailed examination of the Transaction themselves, if they consider that they have sufficient expertise; or
by commissioning an Independent Expert's Report.

The directors of Corazon have commissioned this Independent Expert's Report to satisfy this obligation.

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Accordingly, an independent exper ts‘ report is required for the Transaction. The report should provide an opinion by the expert stating whether or not the terms and conditions in relation thereto are fair and reasonable to non-associated shareholders of Corazon.

3.2 Regulatory guidance

Neither the Listing Rules nor the Corporations Act defines the meaning of ‗ fair and reasonable ‘ . In determining whether the Transaction is fair and reasonable, we have had regard to the views expressed by ASIC in RG 111. This regulatory guide provides guidance as to what matters an independent expert should consider to assist security holders to make informed decisions about transactions.

This regulatory guide suggests that, where an expert assesses whether a related party transaction is ‗fair — and reasonable‘ for the purposes of ASX Listing Rule 10.1, this should not be applied as a composite test that is, there should be a separate asses sment of whether the transaction is ‗fair‘ and ‗reasonable‘, as in a control transaction. An expert should not assess whether the transaction is ‗fair and reasonable‘ based simply on a consideration of the advantages and disadvantages of the proposal.

We do not consider the Transaction to be a control transaction. As such, we have used RG 111 as a guide for our analysis but have considered the Transaction as if it were not a control transaction.

3.3 Adopted basis of evaluation

RG 111 states that a transaction is fair if the value of the offer price or consideration is greater than the value of the securities subject of the offer. In the case of the Transaction, Border is the subject of the offer. This comparison should be made assuming a knowledgeable and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, seller acting at arm‘s length. RG 111 states that when considering the value of the securities subject of the offer in a control transaction the expert should consider this value inclusive of a control premium. However, as stated in Section 3.2 we do not consider that the Transaction is a control transaction. As such, we have not included a premium for control when considering the value of Corazon shares.

RG 111 states that when consideration is in the form of scrip then the expert should consider this value on a minority interest basis.

Further to this, RG 111 states that a transaction is reasonable if it is fair. It might also be reasonable if despite being ‗not fair‘ th e expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid.

Having regard to the above, BDO has completed this comparison in two parts:

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A comparison between the value of the asset being acquired and the value of the consideration paid at each stage of the Transaction (fairness – see Section 12 ―Is the Transaction Fair?‖); and
An investigation into other significant factors to which Shareholders might give consideration, prior to approving the resolution, after reference to the value derived above (reasonableness – see Section 13 ―Is the Transaction Reasonable?‖).

This Valuation Engagement has been undertaken in accordance with the requirements set out in APES 225.

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4. Outline of the Transaction

On 30 October 2012 Corazon announced to the market that it will acquire up to a 75% shareholding interest in Border, which holds the Top Up Rise exploration project, through a three stage earn-inagreement. The three stages of the Transaction are set out below.

Stage 1

Corazon may earn up to an initial 10% interest in Border by:

i) Issuing a total of 15 million fully paid ordinary shares to the vendors;
ii) Granting 15 million Options to acquire Corazon shares, exercisable at a price equal to 134% of the volume weighted average (― VWAP ‖) of Corazon s hares for the five trading days prior to the date that shareholder approval for the grant of the options is obtained. The Options are exercisable on or before the date that is three years from the date of grant of the Options;
iii) Paying Border an amount equal to all direct costs incurred on the Tenements prior to the date of the HOA up to a maximum of $250,000; and
iv) Paying Border an amount equal to any costs incurred from the date of the HOA until the date that the precedent conditions, as set out in the HOA, are satisfied or waived, subject to those costs being approved by Corazon.

In addition to Corazon earning a 10% interest in Border they will also have the right to appoint one director to the board of directors of Border.

Subsequent to Stage 1, if Stage 2 (detailed below) is not also completed then Corazon‘s 10% interest in Border will be cancelled.

Stage 2

Corazon will also have an option to acquire the Stage 2 Interest by:

i) Making a $200,000 cash payment to Border within nine months from the end of the financial year in which Corazon earns the Stage 1 Interest;
ii) Completing the following exploration activities within a period of two years:
An agreed geophysical survey; and
A minimum drilling program of 2,000 metres.

Subject to Corazon earning the Stage 1 Interest and exercising the above option, Corazon may earn an additional 41% shareholding interest in Border, increasing its total shareholding in Border to 51% by:

i) At Corazon‘s sole election, either:
Defining a resource on the Project in accordance with the JORC Code and completing a scoping study; or
Spending a minimum of $4 million of exploration on the Project.
ii) And upon satisfaction of one of the above conditions, within a period of four years from the date of Corazon exercising the option, it can elect to:
Issue 33 million shares in Corazon at the date of issue; or

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o Issue a combination of Corazon shares and cash which are together equal with the value of 33 million shares in Corazon at the date of issue.

Within 30 days of Corazon acquiring the Stage 2 Interest in Border, Border may elect by notice in writing to contribute toward all future project costs and the parties shall form an exploration joint venture.

As noted in Stage 1 above, if Stage 2 is not also completed then Corazon‘s 10% interest in Border earned under Stage 1 will be cancelled and Corazon will not have an interest in Border.

Stage 3

Upon Corazon earning the Stage 2 Interest, and Border not opting to enter a joint venture, Corazon may earn an additional 24% shareholding interest in Border (being a total 75% interest) by completing a definitive feasibility study (― DFS ‖) on the Project.

Following completion of the DFS, Corazon shall pay the consideration, by way of cash, the issue of Corazon shares or a combination of both. The value of the cash or s hares issued is dependent on Corazon‘s market capitalisation at the completion date of the DFS. The market capitalisations and the corresponding value of the consideration payable is set out in the table below:

	Consideration Payable (Cash or Shares)
Market Capitalisation of Corazon

Up to $50 million	$500,000

Greater than $50 million and up to $100 million	$750,000

Greater than $100 million and up to $200 million	$1,500,000

Greater than $200 million and up to $500 million	$3,000,000

Greater than $500 million	$6,000,000

Upon either Border electing to form a joint venture after Stage 2 or Corazon earning the Stage 3 Interest, the parties shall be deemed to be associated in an incorporated joint venture for the purpose of exploration and development of the Project.

In the event that Corazon earns the Stage 2 Interest and Border does not elect to form the joint venture, or Corazon earns the Stage 3 Interest, Corazon shall continue to sole fund the project costs until a decision to mine is made. If Border elects to take the joint venture then each party must contribute to project costs in proportion to their shareholding interest.

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5. Profile of Corazon

5.1 History

Corazon is an Australian based company which explores for base and precious metals in Canada.

Corazon was incorporated in 2005 as Graynic Metals Limited to explore for precious and base metals in Australia. On 16 March 2010, the Company changed its name to Xanadu Resources Limited. On 30 June 2010 Shareholders approved the acquisition of an option to purchase a 100% interest in a nickel sulphide deposit in Canada, as well as a change in the company name to Corazon Mining Limited.

The Board of Directors and key management comprise the following:

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Mr Clive Jones (Non Executive Chairman)
Mr Brett Smith (Executive Managing Director)
Mr Adrian Byass (Non Executive Director)
Mr Jonathan Downes (Non Executive Director)
Mr Robert Orr (Company Secretary)

Corazon commenced exploration at Lynn Lake, its major exploration area, in May 2010.

The Lynn Lake region in the central Canadian Province of Manitoba is historically the third largest nickel producing centre in Canada. This region forms the focus of Corazon exploration activities on its NickelCopper Sulphide Project.

In August 2012 Corazon renegotiated the terms of its option to acquire 100% equity in the Lynn Lake project, which hosts the EL Nickel Mine. This option has been extended for another 3 years pending an annual extension fee, whilst the initial consideration to acquire the assets has been reduced as part of the renegotiated terms.

In September 2012 Corazon secured an option over Beaucage Lake Gold project located near its Lynn Lake project. The Company has negotiated terms which minimise the up-front cash impact for the acquisition, and it also has the right to acquire a 100% equity interest in the project.

5.2 Projects

Lynn Lake

Corazon‘s Lynn Lake project is located in the Lynn Lake nickel camp in the central Canadian province of Manitoba. The asset includes the EL Nickel Mine and an exploration land holding covering several drill defined base and precious metal prospects including the volcanogenic massive sulphide ore (― VMS ‖) deposits, as well as numerous untested geophysical targets.

The VMS deposits within Corazon‘s project area include Francis Lake, Eldon Lake Ea st, Nicoba, Y Deposit, Z D eposit and Golds Lake. These deposits were mostly discovered in the 1940‘s and since then have only undergone intermittent exploration in the 1970‘s and 1990‘s.

EL Nickel Mine

Corazon has established an exploration target for the EL Nickel deposit. This exploration target has been estimated to a depth of 1,200 meters below surface. It follows the discovery of a high grade nickel

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sulphine breccia at depth below the mine, as well as the recognition in historical drilling of a substantial amount of near surface low-grade mineralisation. This resource has not been upgraded following recent drilling by Corazon.

Beaucage Lake

The recently acquired Beaucage project is located in the Lynn Lake mining district of central Canada, and is sit uated approximately 45 kilometres southeast of Corazon‘s core asset.

Information acquired to date suggests exploration has focused on small areas of outcrop scattered throughout the project. Geophysics has been useful in identifying favourable trends and identifying numerous targets, many of which have yet to be followed up with drilling.

5.3 Historical financial information

	Audited as at Audited as at Audited as at
Statement of Financial Position	30-Jun-12 30-Jun-11 30-Jun-10
	$ $ $
CURRENT ASSETS
Cash and cash equivalents	810,876 1,478,449 578,363
Trade and other receivables	280,721 140,247 79,032
Financial assets	- - 600,000
TOTAL CURRENT ASSETS	1,091,597 1,618,696 1,257,395

NON-CURRENT ASSETS
Other assets	35,000 35,000 -
Financial assets	534,490 84,800 87,033
Intangible asset	- 1,348,197 -
Plant and equipment	42,940 53,356 65,372
Exploration and evaluation expenditure	- 308,164 300,000
Inter-companyloan
TOTAL NON-CURRENT ASSETS	612,430 1,829,517 452,405
TOTAL ASSETS	1,704,027 3,448,213 1,709,800

CURRENT LIABILITIES
Trade and otherpayables	135,074 197,122 148,850
Provisions	15,389 9,090 4,050
TOTAL CURRENT LIABILITIES	150,463 206,212 152,900

NON-CURRENT LIABILITIES
Deferred tax liabilities	- 2,340 59,955
TOTAL NON-CURRENT LIABILITIES	- 2,340 59,955
TOTAL LIABILITES	150,463 208,552 212,855

NET ASSETS	1,553,564 3,239,661 1,496,945

EQUITY
Issued capital	20,756,081 16,851,806 12,817,304
Reserves	1,543,479 1,398,938 380,233
Accumulated losses	(20,745,996) (15,011,083) (11,700,592)
TOTAL EQUITY	1,553,564 3,239,661 1,496,945

Source: Audited financial statements as at 30 June 2010, 30 June 2011 and 30 June 2012

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	Audited for the Audited for the Audited for the
	year ended 30-Jun-12 year ended 30-Jun-11 year ended 30-Jun-10
Statement of Comprehensive Income


	$ $ $
Revenue

Other revenue
	932,834 300,069 258,179

Expenses

Administrative expense
	(271,973) (86,316) (45,360)

Employee benefits expense
	(206,304) (229,362) (110,004)

Equity compensation payment
	- (624,650) -

Depreciation & amortisation expense
	(12,227) (16,060) (14,541)

Consultancy expense
	(239,526) (73,187) (25,409)

Compliance and regulatory expense
	(121,660) (118,169) (84,486)

Occupancy expense
	(48,644) (40,149) (34,618)

Directors fees
	(130,844) (79,968) (59,531)

Insurance expense
	(24,524) (10,479) (10,120)

Impairment of intangible asset
	(1,445,190) - -

Impairment of capitalised exploration expenditure
	(314,719) - (3,976,603)
Exploration expense
	(3,588,945) (2,332,220) (270,769)

Cumulative loss reclassified from equity on impairment of available for sale financial assets
	(263,191) - -
Loss from continuing operations before income tax
	(5,734,913) (3,310,491) (4,373,262)
Income tax expense
	- - -

Loss from continuing operations after income tax
	(5,734,913) (3,310,491) (4,373,262)
Other comprehensive income

Net changes in fair value of available for sale financial assets
	(5,459) (134,435) (440,233)
Other comprehensive loss (net of tax)
	(5,459) (134,435) (440,233)

Total comprehensive loss for the year
	(5,740,372) (3,444,926) (4,813,495)

Source: Audited financial statements for the years ended 30 June 2010, 30 June 2011 and 30 June 2012.

In July 2010 Corazon entered into an option agreement to acquire a 100% interest in the Lynn Lake nickel and copper sulphide project in Manitoba, Canada. Costs associated with the acquisition were treated as an intangible asset, and as such, require impairment testing on an annual basis. As part of this annual assessment for the year end 30 June 2012 the asset was deemed to be impaired (primarily as a result of the weakness in global nickel markets) and subsequently written down as can be seen on the balance sheet and in the income statement where impairment is noted as $1,445,190 for 30 June 2012.

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Capitalised exploration expenditure was also impaired in the income statement by $314,719 relating to exploration costs written off when the corresponding Australian tenements were sold to a third party. The sale of exploration assets resulted in $820,680 in revenue being recorded to 30 June 2012.

Corazon continued to explore and drill its licences in the Lynn Lake region, which was a focus for 2011 and 2012 and continues to be a focus of the Company going forward. This expenditure is recorded in the income statement as exploration expenses of $3.6 million in the year ended 30 June 2012. Such expenditure has been funded by ongoing capital raisings. These capital raisings saw share capital increase from $16,851,806 at 30 June 2011 to $20,756,081 at 30 June 2012.

The Company has disposed of non-core tenements for consideration of available for sale listed securities, which have been impaired due to a reduction in the underlying value of the listed securities. This increased financial assets from $84,800 at 30 June 2011 to $534,490 at 30 June 2012 after $263,191 was impaired during the 2012 financial year.

As exploration continued in the period the cash balance reduced from $1,478,449 at 30 June 2011 to $810,876 at 30 June 2012. As at 31 October 2012 this cash balance had fallen to $368,314.

5.4 Capital Structure

The share structure of Corazon as at 16 November 2012 is outlined below:

	Number
Total ordinary shares on issue	139,141,415
Top 20 shareholders	40,364,412
Top 20 shareholders - % of shares on issue	29.01%

Source: Share registry information

The range of shares held in Corazon as at 16 November 2012 is as follows:

	Number of Ordinary	Number of Ordinary	Percentage of	Percentage of
Range of Shares Held	Shareholders	Shares	Issued Shares (%)
1 - 1,000	74	28,807		0.02%
1,001 - 5,000	119	373,734		0.27%
5,001 - 10,000	94	767,366		0.55%
10,001 - 100,000	449	20,023,252		14.39%
100,001 - and over	257	117,948,256		84.77%
TOTAL	993	139,141,415		100.00%

Source: Share registry information

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The ordinary shares held by the most significant shareholders as at 16 November 2012 are detailed below:

	Number of Ordinary	Percentage of Issued
Name	Shares Held	Shares (%)
UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD	4,309,072	3.10%
MACQUARIE BANK LIMITED	3,575,359	2.57%
KATRINA PETA DOWNES	3,401,637	2.44%
MR DAVID ADAM BEAMOND	2,976,798	2.14%
MACQUARIE BANK LIMITED	2,969,179	2.13%
VALIANT EQUITY MANAGEMENT PTY LTD <THE BYASS FAMILY	2,468,076	1.77%
A/C>
KESLI CHEMICALS PTY LTD	2,057,000	1.48%
Subtotal	21,757,121	15.64%
Others	117,384,294	84.36%
Total ordinary shares on Issue	139,141,415	100.00%

Source: Share registry information

The most significant option holders of Corazon as at 16 November 2012 are outlined below:

	Number of Ordinary	Percentage of Issued
Name	Shares Held	Shares (%)
CANGU PTY LTD	4,430,280	9.22%
JACOBS CORPORATION PTY LTD	3,678,000	7.65%
MR KEITH STUART LIDDELL + MRS SHELAGH JANE LIDDELL	3,000,000	6.24%
KATRINA PETA DOWNES	1,700,819	3.54%
MR PAUL ROBERT BASTER + MS CATHERINE BELLEMORE <THE	1,500,000	3.12%
AVENUE S/F A/C>
VALIANT EQUITY MANAGEMENT PTY LTD	1,384,039	2.88%
MRS AMANDA HARGREAVES	1,325,750	2.76%
Subtotal	17,018,888	35.41%
Others	31,048,822	64.59%
Total listed options on Issue	48,067,710	100.00%

Source: Share registry information

The terms of the listed and unlisted options on issue at 17 October 2012 are set out below:

		Cash raised if
Current Options on Issue	Number	exercised ($)
Listed Options
Exercisable at $0.20 on or before 30 April 2013	48,067,710	9,613,542
Unlisted Options
Exercisable at $0.07 on or before 13 July 2013	2,970,000	207,900
Exercisable at $0.12 on or before 30 November 2013	2,000,000	240,000
Exercisable at $0.145 on or before 25 February 2014	8,500,000	1,232,500
Exercisable at $0.20 on or before 1 December 2014	5,000,000	1,000,000
	66,537,710	12,293,942

Source: ASX announcement: Appendix 3B on 17 October 2012

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6. Profile of Border

6.1 Overview

Border is focused on mineral exploration with its only asset being the Top Up Rise Project (― the Project ‖). Brett Smith, the Managing Director of Corazon owns a one third interest in Border, with Graeme Wallis and Paul McMillen each also owning a one third share.

The style of deposits targeted by Border is large hydrothermal gold-copper mineralised systems, in particular Iron Oxide Copper Gold (― IOCG ‖) deposits. The nearest IOCG deposits are situated near the south-southeast in the Gawler Craton IOCG Province in South Australia.

The Project is located in the Gibson Desert region in north-eastern Western Australia and is prospective for larger gold-copper intrusive related deposits, similar in style to Olympic Dam (owned by BHP Billiton Limited), Prominent Hill and Carapeteena (both owned by Oz Minerals Limited). The Project has a large unexplored gravity anomaly as discovered in a 2006 survey by Geoscience Australia and the Geological Survey of Western Australia.

In 2011, exploration by Toro Energy Limited, east of the Project, identified anomalous rare-earth elements, copper and uranium in surface sampling. Toro Energy Limited proposed this alteration/mineralisation was similar to the Bayan Obo IOCG deposit in China, one of the largest rare earth element mines in the world.

6.2 Historical Balance Sheet

We have not been provided with a balance sheet for Border. We are advised by management of Corazon that no cash or other assets are held by Border, and the only liabilities held on the balance sheet relate to amounts payable to shareholders that are to be cancelled under the terms of the Heads of Agreement.

6.3 Historical Statement of Comprehensive Income

Border does not have a trading history and as such we have not been provided with a Statement of Comprehensive Income.

7. Economic analysis

Risks to the outlook for Australia are still seen to be on the downside, largely as a result of the situation in Europe, where economic activity is still contracting. Risks elsewhere seem more balanced. The United States is recording moderate growth, while recent data from China suggest growth there has stabilised. Around Asia generally, growth has been dampened by the more moderate Chinese expansion and the weakness in Europe.

Key commodity prices for Australia remain significantly lower than earlier in the year, though trends have been more mixed over the past couple of months, with some prices recovering some ground while others declined further. The terms of trade have declined by about 13% since the peak last year, but are likely to remain historically high.

Financial markets have responded positively over the past few months to signs of progress in addressing Europe's financial problems, but expectations for further progress remain high. Long-term interest rates faced by highly rated sovereigns, including Australia, remain at exceptionally low levels. Capital markets remain open to corporations and well-rated banks, and Australian banks have had no difficulty accessing

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funding, including on an unsecured basis. Borrowing conditions for large corporations are similarly attractive. Share markets have generally risen over recent months.

Australian growth has been running close to trend over the past year, led by very large increases in capital spending in the resources sector. Looking ahead, the peak in resource investment is likely to occur next year, at a lower level than expected six months ago.

Some of the consumption strength in the first half of 2012 was temporary, but there have been some signs of ongoing growth, though a return to very strong growth in consumption is unlikely. While investment in dwellings has been subdued for some time, over recent months there have been some indications of a prospective improvement. Non-residential building investment has remained weak. Public spending is forecast to be subdued.

Recent outcomes on inflation were slightly higher than expected, though they still show inflation consistent with the Reserve Bank of Australia‘s medium-term target, with underlying measures around 2.5 per cent over the year to September, and headline CPI inflation a little lower than that. The introduction of the carbon price affected consumer prices in the September quarter, and there could be some further small effects over the next couple of quarters. With the labour market having generally softened somewhat in recent months, and unemployment edging higher, conditions should work to contain pressure on labour costs in sectors other than those directly affected by the current strength in resources. This and some continuing improvement in productivity performance will be needed to keep inflation low, since the effects on prices of the earlier exchange rate appreciation are now waning.

Over the past year, monetary policy has become more accommodative. Interest rates for borrowers have declined to be clearly below their medium-term averages and savers are facing increased incentives to look for assets with higher returns. While the impact of these changes takes some time to work through the economy, there are signs of easier conditions starting to have some of the expected effects. Business demand for external funding has increased this year, the housing market has strengthened and share prices have risen in line with markets overseas. The exchange rate, though, remains higher than might have been expected, given the observed decline in export prices and the weaker global outlook.

Source: www.rba.gov.au Statement by Glenn Stevens, Governor: Monetary Policy Decision 6 November 2012

8. Industry analysis

8.1 Nickel

The success of the nickel mining industry in Australia is dependent upon the prices of nickel, the exchange rate between USD/AUD, nickel output and general demand and supply for the metal. Nickel is primarily used in the manufacturing of stainless steel products. Stainless steel accounts for nearly two-thirds of the consumption of nickel worldwide.

The global demand for stainless steel is currently being driven by the economic conditions in China. In 2011, China experienced an increase in stainless steel output of approximately 13.5% in comparison to an increase in output of 0.7% for the rest of the world. The figure below describes the fluctuations in nickel spot prices from 1 January 2007 through until 31 October 2012. It also shows Consensus forecasts for nickel prices through to 2017.

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8.1.1 Prices

Nickel Spot and Forecast Price

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

60,000
50,000
40,000
30,000
20,000
10,000
0
Nickel spot price Nickel forecast price
Nickel Price (USD/MT)
----- End of picture text -----

Source: Bloomberg, Consensus Economics and BDO Analysis

The figure above illustrates that nickel prices did not respond well during the economic recession that occurred as a result of the global financial crisis. Since then there has been a general improvement in the health of the economy, which has seen the demand for nickel as well as prices increase. Nickel prices are expected to marginally increase in the next few years, although not to the heights seen pre-GFC. In July 2012 Sirius Resources NL discovered nickel-copper in its Nova deposit in the Fraser Range prospect in Western Australia of grade 3.8% nickel and 1.4% copper. The share price of Sirius prior to announcing this discovery was $0.057, and had increased to $2.21 at 4 December 2012.

Market analysts are concerned that an overproduction in global stainless steel may lead to cutbacks in the demand for nickel. Furthermore, there are concerns regarding the appreciation of the Australian dollar against the US dollar, which may lead to a softening of nickel prices and revenues.

Nickel can be found in two different geological states, nickel sulphide and nickel laterite. The latter is associated with more complex mining processes and is therefore generally mined at newer mining sites. In Australia, approximately 80% of Nickel is mined from its nickel sulphide geological state.

8.1.2 Production

Total world production for nickel increased from 2010 to 2011. According to the US Geological Survey, nickel production in Australia increased from 170,000 to 180,000 metric tonnes over this period, making it the fifth largest producer in the world. This is reflected in the figure below, which provides a breakdown of total world production in 2011 by country.

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Nickel Global Production 2011

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

Russia
4% 12% 16% Indonesia
Phillipines
4%
Canada
4% 13%
Australia
5%
New Caledonia
8%
13% Brazil
10% China
11%
Cuba
----- End of picture text -----

Source: US Geological Survey

The potential output and rate of production of nickel are key factors in deciding whether or not Australian nickel mining companies will be able to compete globally. The figure below indicates the nickel resource potential in Australia. Australia has the largest nickel reserve hosting approximately 30% of the world‘s total nickel reserves.

Global Nickel Reserves 2011

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

Australia
4%
4% 6% New Caledonia
Brazil
5% 30%
Russia
5%
Cuba
6% Other Countries
7% Indonesia
15% South Africa
7%
11% Canada
China
----- End of picture text -----

Source: US Geological Survey

8.2 Copper

Copper is a soft malleable, ductile metal used primarily for its excellent electrical and thermal conductive properties and its resistance to corrosion. As well as electrical and electronic applications, copper is utilised extensively as an alloy. Copper is produced from an oxide or sulphide ore from which it is converted to copper metal.

The majority of copper ore bodies can be classified as either porphyries (where copper occurs in igneous rock), strata bound ore bodies (sedimentary rock), and volcanic hosted massive sulphide deposits (volcanic rock along with other base metal sulphides). In these deposits copper is mined in very low concentrations

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and consequently is a volume intensive process. For this reason open pit mining is the preferred method of extraction, however underground mining and leach mining are also used in limited circumstances.

According to the International Copper Study Group (― ICSG ‖) , the global growth in copper demand is expected to exceed global growth in copper production, with the annual production deficit, estimated at 200,000 metric tonnes (― Mt ‖) of refined copper in 2011 expected to increase to approximately 250,000 Mt in 2012. Total copper capacity growth for mines is expected to average 4.4% until 2014, according to the ICSG, while total refining capacity is expected to grow about 3.3%. The ICSG also expects that in 2012, China‘s copper usage is forecast to increase by approximately 6% on 2011 consumption, meaning that they are expected to continue being the predominant country for copper demand.

8.2.1 Prices

Copper is a global commodity and, as such, prices are determined by global supply and demand factors. Due to this, copper prices have historically reflected global economic cycles and experienced major fluctuations reflecting equity market movements. At the beginning of 2008, supply concerns, falling inventories and increased demand from emerging economies provoked a significant and accelerated rise in the copper price. Prices increased even further in the latter half of 2010 and throughout the beginning of 2011 reaching a peak of over US$10,000/Mt in February 2011. Since that peak prices have stabilised at around $8,000 per tonne.

London Metals Exchange Copper Price

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

12,000
10,000
8,000
6,000
4,000
2,000
-
2007 2008 2009 2010 2011 2012 2013 2014 2015
Copper spot price Forecast Forward Price
$/ mt
----- End of picture text -----

Source: Bloomberg, Consensus Economics and BDO Analysis

Although prices have since fallen on the back of a global surplus, long term price forecasts indicated that demand should meet forecast supply levels and stabilise any further deprecation in prices. Consensus Economics expects copper prices to average $8,093 per tonne in 2013.

8.2.2 Outlook

After falling by over 20% in 2011, copper prices have recovered as much as 10% in the first month of 2012, before fluctuating between $7,400 and $8,700 for the past 10 months. The turnaround has been driven by both subsiding fears over the European debt crisis and by positive outlooks for Chinese manufacturing.

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Looking forward the consensus seems to indicate that copper prices will remain relatively stable with a slight decline in value as global GDP growth slows and mine supply rises.

8.2.3 Production

Most of the world‘s copper comes from South a nd Central America, particularly in Chile and Peru. In the year to August 2012 Chile and Peru account for 40% of the world‘s copper production. The graph below shows the split between the different country‘s production for the year to August 2012:

Copper Production YTD August 2012

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

Chile
China
14%
3% Peru
32%
3% United States
3% Australia
3% Zambia
3%
Russia
4%
D.R. Congo
4% 11% Kazakhstan
5%
Mexico
7% 8%
Canada
----- End of picture text -----

Source: US Geological Survey

The largest African copper producing countries are currently Zambia and the Democratic Republic of Congo.

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8.3 Gold

Gold is both a commodity and an international store of monetary value. Once mined, gold continues to exist indefinitely, often melted down and recycled to produce alternative or replacement products. This characteristic means that gold demand is supported by both mine production and gold recycling.

Gold Supply and Demand

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

5000 170%
4500
165%
4000
3500 160%
3000
155%
2500
150%
2000
1500 145%
1000
140%
500
0 135%
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Gold Mine Supply Gold Demand Demand as % Supply
Metric tonnes
Demand as % Supply
Gold Demand/Supply Mined
----- End of picture text -----

Source: Bloomberg and BDO Analysis

As illustrated in the chart above, gold mine production was approximately 2,812 metric tonnes in 2011 and gold consumption was 4,436 metric tonnes. Demand for gold has consistently exceeded supply over the last 10 years, and the escalated level of economic and financial uncertainly during the past few years has caused investors to move capital from risky assets to gold assets, which are perceived to be a good store of monetary value. As a result, total gold demand increased by 8% between 2009 and 2011, with demand as a percentage of supply remaining at over 150% for the same period.

Until the late 1980‘s , South Africa produced approximately half of the total gold produced. More recently however, gold production has become geographically segmented, as shown in the chart below, with production dominated by China and Australia.

Production by Country - YTD August 2012

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

China
Australia
15%
United States
36%
Russia
10%
South Africa
9% Peru
Mexico
8%
4% 7% 7% Canada
4%
Others
----- End of picture text -----

Source: Bloomberg and BDO Analysis

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8.3.1 Prices

The price of gold fluctuates on a daily basis depending on global demand and supply factors. The price trend over the last two years is reflective of weak global economic conditions driving demand. As can be seen in the graph below, the value of gold peaked at US$1,900 per ounce on 5 September 2011. This peak was largely caused by the recent debt market crisis in Europe, but it was also driven by the Standard and Poor‘s downgra de of the US credit rating. This sent global stock markets tumbling and a flood of investors towards safer havens such as gold. Prices contracted in December 2011 reaching a low of US$1,545 per ounce; however 2012 has seen the gold price recover reaching US$1,790 on 4 October 2012.

Gold prices are forecast to fall over the next three years to approximately US$1,400 per ounce in 2016. Nevertheless, growth in global money supply, U.S dollar depreciation and overall uncertainty in global financial markets may continue to drive investors toward using precious metals as a store of value. This could be further fuelled by the rapidly increasing appetite for precious metals from China.

Gold Spot Price

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

2,000
1,800
1,600
1,400
1,200
1,000
800
600
400
200
0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Gold spot price Forecast Forward
US$/Ounce
----- End of picture text -----

Source: Bloomberg, Consensus Economics and BDO Analysis

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9. Valuation methodologies

There are a number of methodologies which can be used to value a business or the shares in a company. The principal methodologies which can be used are as follows:

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Capitalisation of future maintainable earnings (― FME ‖)
Discounted cash f low (― DCF ‖)
Quoted market price b asis (― QMP ‖)
Net asset v alue (― NAV ‖)
Market based assessment

A summary of each of these methodologies is outlined in Appendix 2.

9.1 Valuation approach adopted for Corazon

Different methodologies are appropriate in valuing particular companies, based on the individual circumstances of that company and available information. In our assessment of the value of Corazon shares we have chosen to employ the following methodologies:

Quoted market price basis: primary methodology

The QMP basis is a relevant methodology to consider because Corazon‘s shares are listed on the ASX. This means there is a regulated and observable market where Corazon‘s shares can be traded. However, in order for QMP to be considered appropriate, the company‘s shares should be liquid and the market should be fully informed as to its activities.

Under RG 111.58, if the market price of the securities offered as consideration is used as a measure of value, the expert should consider, among other things, the depth of the market for those securities and the volatility of the market price. We have considered these factors in Section 10.1.

Net asset value: secondary methodology

As Corazon is an exploration company, the core value is in the cash and exploration assets that it holds. Corazon has expensed its exploration expenditure and a technical specialist has not been engaged to value the Company‘s ex ploration assets. As such the value generated from this exploration expenditure is not fully captured on the Company‘s balance sheet, therefore we cannot rely solely on the net asset value methodology as the primary basis of valuation.

Other methodologies

We have not relied on the FME and DCF methodologies for the following reasons:

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Corazon does not generate regular trading income. Therefore there are no historic profits that could be used to represent future earnings. This means that the FME methodology is not appropriate; and
Corazon is still in the early stage of exploration and is not expected to be in production in the foreseeable future. Therefore the application of the DCF method is not appropriate.

9.2 Valuation approach adopted for Border

Different methodologies are appropriate in valuing particular companies, based on the individual circumstances of that company and available information. In our assessment of the value of Border shares we have chosen to employ the following methodologies:

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Net asset value: primary methodology

As Border is an exploration company, the core value is in the exploration assets that it holds. An independent technical specialist has been engaged to provide a value of the Top Up Rise Project which we will include in our net asset valuation.

Other methodologies

We have not relied on the QMP, FME and DCF methodologies for the following reasons:

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Border is a private company, therefore there is not a regulated and observable market on which its shares are traded;
Border does not generate regular trading income. Therefore there are no historic profits that could be used to represent future earnings. This means that the FME methodology is not appropriate; and
Border is still in the early stage of exploration and is not expected to be in production in the

10. Valuation of Corazon

10.1 Quoted Market Prices for Corazon Securities

The quoted market value of a company‘s shares is reflective of a minority interest. A minority interest is an interest in a company that is not significant enough for the holder to have an individual influence in the operations and value of that company.

RG 111.11 suggests that when considering the value of a company‘s shares for the purposes of approval under Item 7 of s611 the expert should consider a premium for control. An acquirer could be expected to pay a premium for control due to the advantages they will receive should they obtain 100% control of another company. These advantages include the following:

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control over decision making and strategic direction;
access to underlying cash flows;
control over dividend policies; and
access to potential tax losses.

Minority interest value

Our analysis of the quoted market price of a Corazon share is based on the pricing prior to the announcement. This is because the value of a Corazon share after the announcement may include the effects of any change in value as a result of the proposed Transaction. However, we have considered the value of a Corazon share following the announcement when we have considered reasonableness in Section 13.

Information on the Transaction was announced to the market on 30 October 2012. However, given Corazon shares were in a trading halt the day before the announcement was made, the following table is based on the 12 months prior to the last trading day being 26 October 2012.

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Corazon share price and trading volume history

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

0.18 7.0
0.16 6.0
0.14
5.0
0.12
0.10 4.0
0.08 3.0
0.06
2.0
0.04
0.02 1.0
0.00 -
Volume Closing share price
Share Price ($)
Volume (millions)
----- End of picture text -----

Source: Bloomberg

The daily price of Corazon shares from 26 October 2011 to 26 October 2012 has ranged from a low of $0.019 on 6 September 2012 to a high of $0.18 on 7 November 2011.

The share price of Corazon has generally followed a downward trend over the measurement period, hitting a low in September 2012. November and December 2011 saw the highest volumes of shares traded throughout the period.

During this period a number of announcements were made to the market. The key announcements are set out below:

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Date	Announcement Closing Share Price Following Announcement Closing Share Price Three Days After Announcement $ (movement) $ (movement)
04-Sep-12	Gold Project Acquisition 0.027 5 23% 0.020 6 26%
09-Aug-12	Extension and Expansion of Lynn Lake Project acquisition 0.021 4 0% 0.022 5 5%
30-Jul-12	Quarterly Cashflow Report 0.030 6 6% 0.023 6 23%
30-Jul-12	Quarterly Activities Report 0.030 6 6% 0.023 6 23%
07-Jun-12	Drilling Results 0.028 6 24% 0.035 5 25%
30-Apr-12	Quarterly Cashflow Report 0.074 4 0% 0.061 6 18%
30-Apr-12	Quarterly Activities Report 0.074 4 0% 0.061 6 18%
17-Apr-12	Corazon Discovers New Suphide Zone 0.084 5 12% 0.080 6 5%
28-Mar-12	Lynn Lake EM Conductors Defined 0.095 4 0% 0.085 6 11%
15-Mar-12	Lynn Lake Drilling Update 0.072 6 10% 0.080 5 11%
29-Feb-12	Lynn Lake Exploration Update 0.080 6 2% 0.080 4 0%
31-Jan-12	Quarterly Activities Report 0.096 4 0% 0.090 6 6%
31-Jan-12	Quarterly Cashflow Report 0.096 4 0% 0.090 6 6%
19-Jan-12	Drilling Commences at Lynn Lake 0.095 6 5% 0.100 5 5%
09-Dec-11	Major Exploration Target Upgrade 0.115 5 10% 0.105 6 9%
02-Dec-11	High Grade Nickel Drill Results 0.120 6 25% 0.120 4 0%
09-Nov-11	Corazon raises $4.32M to fund exploration at Lynn Lake 0.145 6 12% 0.135 6 7%
08-Nov-11	Trading Halt 0.165 4 0% 0.155 6 6%
02-Nov-11	Corazon drilling defines new high grade nickel deposit 0.130 5 30% 0.165 5 27%
31-Oct-11	Quarterly Cashflow Report 0.100 4 0% 0.120 5 20%
31-Oct-11	Quarterly Activities Report 0.100 4 0% 0.120 5 20%
31-Oct-11	Trading Halt 0.100 4 0% 0.120 5 20%

On 2 November 2011 Corazon announced that drilling of the EL Mine extensions confirmed a new high grade nickel-copper sulphide deposit. This positive news resulted in a 30% increase in the share price on the day of the announcement and a further 27% in the three days following the announcement.

On 9 December 2011 Corazon announced an upgrade to its exploration target, with extensions planned for the EL Mine at Lynn Lake. The share price reacted positively on the day of the announcement increasing 10% before reducing 9% in the three days following.

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On 17 April 2012 Corazon announced the discovery of a new sulphide mineralisation located to the east of the previous discovery. These positive results saw a 12% increase on the day of the announcement before the price decreased 5% in the three days following the announcement.

On 30 July 2012 the June quarterly report was released. The market reacted negatively with a 6% reduction in the share price on the day of the announcement and a further 26% fall in the three days following the announcement.

On 4 September 2012 it was announced that Corazon had secured an option to acquire the Beaucage Lake Gold Project in the Lynn Lake mining district of central Canada. This new prospect initially resulted in a 23% increase in the share price before decreasing 26% three days after the announcement.

To provide further analysis of the market prices for a Corazon share, we have also considered the weighted average market price for 10, 30, 60 and 90 day periods to 26 October 2012.

Share Price per unit	26-Oct-12	10 Days	30 Days	60 Days	90 Days
Closing price	$0.026
Weighted average price		$0.027	$0.030	$0.027	$0.026

The above weighted average prices are prior to the date of the announcement of the proposed Transaction to avoid the influence of any increase in price of Corazon shares that has occurred since the proposed Transaction was announced.

An analysis of the volume of trading in Corazon shares for the twelve months to 26 October 2012 is set out below:

	Share price	Share price	Cumulative volume	As a % of
	low	high	traded	Issued capital
1 Day	$0.026	$0.026	-	0.00%
10 Days	$0.025	$0.030	222,598	0.16%
30 Days	$0.020	$0.039	4,338,523	3.12%
60 Days	$0.019	$0.039	7,726,397	5.55%
90 Days	$0.019	$0.039	10,165,588	7.31%
180 Days	$0.019	$0.096	24,494,318	17.60%
1 Year	$0.019	$0.180	65,272,671	46.91%

This table indicates that Corazon‘s shares display a mode rate level of liquidity, with 46.91% of the Company‘s current issued capital being traded in a twelve month period. For the quoted market price methodology to be reliable there needs to be a ‗deep‘ market in the shares. RG 111.69 indicates that a ‗deep‘ market should reflect a liquid and active market. We consider the following characteristics to be representative of a deep market:

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Regular trading in a company‘s securities;

Approximately 1% of a company‘s securities are traded on a weekly basis;
The spread of a company‘s shares must not be so great that a single minority trade can significantly affect the market capitalisation of a company; and
There are no significant but unexplained movements in share price.

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A company‘s shares should meet all of the above criteria to be considered ‗deep‘, however, failure of a company‘s securities to exhibit all of the above characteristics does not necessarily mean that the value of its shares cannot be considered relevant.

In the case of Corazon, the shares over the year display a moderate level of liquidity, but we do not consider there to be a deep market for Corazon shares. Despite this, a majority of the movements in share price can be explained, there is a relative spread of share holdings and therefore one trade is unlikely to significantly impact on the market capitalisation of Corazon. Therefore despite the shares not being deeply liquid some reliance can be taken on the above QMP analysis.

Our assessment is that a range of values for Corazon shares based on market pricing, after disregarding post announcement pricing, is between $0.025 and $0.030.

10.2 Net Asset Valuation of Corazon

The value of Corazon ‘s assets on a going concern basis is reflected in our valuation below:


	As at
Net asset valuation	31-Oct-12
	$
CURRENT ASSETS
Cash and cash equivalents	368,314
Trade and other receivables	40,909
Financial assets	-

TOTAL CURRENT ASSETS
	409,223

NON-CURRENT ASSETS
Other assets	35,000
Financial assets	548,566
Intangible asset	-
Plant and equipment	42,940
Exploration and evaluation expenditure	-
Inter-company loan	82,782

TOTAL NON-CURRENT ASSETS
	709,288

TOTAL ASSETS
	1,118,511


CURRENT LIABILITIES
Trade and other payables	86,115
Provisions	15,389

TOTAL CURRENT LIABILITIES
	101,504


TOTAL LIABILITES
	101,504


NET ASSETS
	1,017,007

Total shares on issue
	139,141,415
Net asset value per share
	$0.0073

Source: Unaudited management accounts

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We have not undertaken a review of Corazon‘s unaudited accounts in accordance with Australian Auditing and Assurance Standard 2405 ―Review of Historical Financial Information‖ and do not express an opinion on this financial information. However nothing has come to our attention as a result of our procedures that would suggest the financial information within the management accounts has not been prepared on a reasonable basis.

We have been advised that there has not been a significant change in the net assets of Corazon since 31 October 2012. The table above indicates the net asset value of a Corazon share is $0.0073.

10.3 Assessment of Corazon Value

The results of the valuations performed are summarised in the table below:

	Low	High
	$	$
ASX market prices (Section 10.1)	0.025	0.030
Net asset value (Section 10.2)	0.007	0.007

We have relied on the QMP valuation as Corazon shares display a moderate level of liquidity and there are no significant unexplained movements in share price.

Based on the results above we consider the value of a Corazon share to be between $0.025 and $0.030, with a preferred value of $0.028.

11. Valuation of Border

11.1 Net Asset Valuation of Border

The value of Border‘ s assets on a going concern basis is reflected in our valuation below:


	Low Preferred High
Net asset valuation

	$ $ $
	1,706,000 2,283,000 2,860,000
Top Up Rise Project

NET ASSETS	1,706,000 2,283,000 2,860,000

The table above indicates the net asset value of Border is between $1.706 million and $2.86 million with a preferred value of $2.283 million.

Discount for minority interest

The value of Border is reflective of a controlling interest. This suggests that the acquirer obtains an interest in the company which allows them to have an individual influence in the operations and value of that company. However, if the Transaction is approved Corazon Shareholders will become minority holders of shares in Border, meaning that their individual holding will not be considered significant enough to have an individual influence in the operations and value of that company.

Therefore, we have adjusted our valuation of a share in Border to reflect a minority interest holding. A minority interest discount is the inverse of a premium for control.

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We have reviewed the control premiums paid by acquirers of gold explorers listed on the ASX. We have summarised our findings below:

	Number of	Average Deal	Average Control
Year	Transactions	Value (A$m)	Premium (%)
2012	5	160.20	52.57
2011	8	1119.33	22.56
2010	10	1364.83	56.11
2009	12	139.27	21.60
2008	3	446.27	28.54
2007	10	191.36	29.36
2006	9	62.96	12.99
Median		191.36	28.54
Mean		497.75	31.96

Based on the research above, we determined that an appropriate premium for control is within the range of 25% - 35%. We therefore consider a reasonable range for a minority interest discount to be between 20% - 26%, being the inverse of the control premium range.

The table below sets out the range of values of Border on a minority basis.

	Low		Preferred		High
	$		$		$
Value of 10% of Border (controlling interest)		170,600		228,300		286,000
Minority discount		26%		23%		20%
Value of 10% of Border (minority interest)		126,244		175,791		228,800

11.2 Mineral assets of Border

In valuing the mineral assets, we have instructed Ravensgate Mining Industry Consultants (― Ravensgate ‖) to provide us with an independent specialist report. The range of values for Border‘s mineral assets is set out below:

Top Up Rise Project	Low Preferred High

	$m $m $m

Exploration Area E80/4427	0.85 1.063 1.275

Exploration Area E80/4583	0.226 0.338 0.451

Exploration Area E80/4584	0.630 0.882 1.134

Total	1.706 2.283 2.860

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12. Is the Transaction fair?

12.1 Stage 1

The Stage 1 Consideration comprises the following:

	Low	Preferred	High
Components of consideration	$	$	$
Value of a Corazon share	0.025	0.028	0.030
Number of shares to be issued	15,000,000	15,000,000	15,000,000
Value of shares to be issued	375,000	420,000	450,000
Value of Options	270,000	300,000	330,000
Cash	250,000	250,000	250,000
Total value of consideration	895,000	970,000	1,030,000

The value of Corazon shares issued under Stage 1 of the Transaction is calculated based on the 15 million shares multiplied by the range of QMP values obtained in Section 10.1.

The Stage 1 Consideration includes a maximum cash payment of $250,000 for payment of all direct costs incurred on the Tenements prior to the date of the HOA.

As part of the Stage 1 Consideration, Corazon will grant 15 million Options, exercisable at a price equal to 134% of the VWAP of Corazon shares for the five trading days prior to the date that shareholder approval for the grant of the Options is obtained. The Options are exercisable on or before the date that is three years from the date of grant of the Options. The value of the Options granted is calculated using the Black Scholes option pricing model. The inputs used in valuing the Corazon Options are set out in Appendix 4.

The value of the shares in Border that would be acquired at Stage 1 and the Stage 1 consideration is compared below:

			Low	Preferred	High
		Ref	$	$	$
Value of	Stage 1 Consideration	12.1	895,000	970,000	1,030,000
Value of	10% of Border (minority basis)	11	126,244	175,791	228,800

We note from the table above that the value of the 10% interest in Border is less than the value of the consideration to be paid. Therefore, we consider that the Transaction is not fair for Shareholders.

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The above valuation ranges are graphically presented below:

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

Value of 10% of Border
(minority basis)
Value of consideration
$0 $200 $400 $600 $800 $1,000 $1,200
Value in $000s
----- End of picture text -----

The above pricing indicates that, in the absence of any other relevant information, and a superior offer, Stage 1 of the Transaction is not fair for Shareholders.

12.2 Stage 2

The terms of the Transaction, as set out in Section 4, stipulate that Corazon, after making a $200,000 cash payment, completing an agreed geophysical survey and a minimum drilling program of 2,000 metres may earn an additional 41% shareholding in Border. Corazon would have the option to acquire this additional 41% interest upon either defining a resource on the Project in accordance with the JORC Code and completing a scoping study, or spending a minimum of $4 million of exploration on the Project. Once Corazon has this option, in order to acquire the additional 41% interest Corazon must issue 33 million shares to Border (or cash and shares to the value of 33 million shares).

In order to assess the fairness of the issue of Shares under Stage 2 of the Transaction we have compared the value of the additional 41% interest in Border to be acquired with the consideration payable by Corazon for this interest, being 33 million shares in Corazon. Our assessment of fairness does not reflect the conditions which must be met in order to gain the option to acquire the 41% interest as shareholder approval to meet these conditions is not required.

The comparison of value is based on future values, however as Corazon will have an interest in Border and any increase in the value of Border would flow through to an increase in the value of Corazon, changes to the values of Corazon and Border are proportional to each other. The graph below sets out the value of the 41% interest in Border, based on the current low, preferred and high values provided by Ravensgate, with the value of the consideration that would be paid by Corazon based on these values. It illustrates that as the value of Border increases, the value of the 41% interest in Border will be greater than the value of the consideration paid. We note that this is based on our assessment of the current value of a Corazon share in Stage 1, and therefore assumes no change in the value of Corazon other than the marginal increase in value attributable to the increase in value of Border.

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Value of Border and Value of Consideration

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

1.4
1.2
High
1.0
0.8 Preferred
0.6 Low
0.4
0.2
Value of 41% interest in Border ($m)
Value of consideration paid by Corazon ($m)
Value $m
----- End of picture text -----

It may be expected for the value of Border to change following the exploration expenditure or defining a resource and completing a scoping study that is required under Stage 2. However any increase in value would be greater than the increase in consideration paid and therefore the issue of shares under Stage 2 is considered fair.

This assessment of fairness is predicated on the following assumptions:

Corazon will need to raise further funds in order to complete Stage 2. Corazon had $368,000 cash as at 31 October 2012, and the following cash payments would need to be made in order to complete Stage 2:
Up to $250,000 payment to Border under Stage 1;
A $200,000 payment to Border under Stage 2;
Up to $4 million exploration expenditure under Stage 2; and
Ongoing working capital and operating expenditure to the point of completion of Stage 2.

We have considered the number of shares that would need to be issued in order to raise $4 million for the exploration expenditure requirements of stage 2. Over 2012, ASX 200 entities have averaged a discount rate of approximately 8.3% on secondary capital raisings. Based on the share price of Corazon of $0.03 as at 12 December 2012, in order to raise $4 million at a share price of $0.0275 ($0.03 less an 8.3% discount) Corazon would be required to issue 145.4 million shares. The total number of shares on issue would therefore be as follows:

	Shares on issue
Current	139,141,415
Stage 1 shares	15,000,000
Share issue to raise $4 million	145,401,672
	299,543,087

We note that any additional shares that must be issued in order to raise funds for the ongoing working capital and operating expenditure of Corazon would decrease the value of the consideration and therefore would not impact on the fairness of the issue of shares under Stage 2;

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That the options issued to Border under Stage 1 are not exercised. We note that should they be exercised then this will decrease the value of the consideration and therefore will not impact on the fairness of the issue of shares under Stage 2;
That the directors of Corazon will act in accordance with their duty under the Act to act bona fide (in good faith) in the interests of the Company as a whole when evaluating whether to earn the additional 41% interest in Border by issuing shares in the Company. Therefore if the value of Border were to decrease following exploration expenditure, then the shares would not be issued.

If Stage 2 is not completed then the 10% interest earned under Stage 1 will be cancelled and Corazon will have received no interest for the consideration provided under Stage 1, or any further expenditure incurred under Stage 2. Our opinion is based on the scenario that Stage 2 is completed and a 51% interest in Border is earned by Corazon.

We therefore consider the issue of shares under Stage 2 of the Transaction to be fair for Shareholders.

12.3 Stage 3

In order to express an opinion on the fairness of Stage 3 of the Transaction we would be required to compare the value of the Project after the completion of the definitive feasibility study with the value of shares issued or cash paid as consideration. The value of the consideration payable is based on the market capitalisation of Corazon, upon them electing to acquire the Stage 3 Interest. The market capitalisations and the corresponding value of the consideration payable are set out in the table below:

Market Capitalisation of Corazon	Consideration Payable (cash or shares)
Up to $50 million	$500,000
Greater than $50 million and up to $100 million	$750,000
Greater than $100 million and up to $200 million	$1,500,000
Greater than $200 million and up to $500 million	$3,000,000
Greater than $500 million	$6,000,000

We cannot predict the future market capitalisation of Corazon, nor can we predict the value of Border following the completion of the DFS, therefore under the definition of fairness under RG 111 we consider Stage 3 of the Transaction to be not fair to Shareholders.

12.4 Conclusion

The transaction is considered to be not fair to the Shareholders of Corazon, reflecting the following factors:

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The issue of shares under Stage 2 is fair to Shareholders;
Stage 1 is not fair to shareholders;
If Stage 2 is not completed then Corazon will hold no interest in Border in return for the consideration paid under Stage 1; and
Stage 3 cannot be valued due to it being speculative and therefore we do not have reasonable grounds on which to base a valuation.

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13. Is the Transaction reasonable?

13.1 Alternative Proposal

We are unaware of any alternative proposal that might offer the Shareholders of Corazon a premium over the value ascribed to that resulting from the Transaction.

13.2 Consequences of not Approving the Transaction

Potential decline in share price

If the Transaction is not approved then it may have an impact on the price of a Corazon share. We have analysed movem ents in Corazon‘s share price since the Transaction was announced. A graph of Corazon‘s share price in the month prior to and since the announcement is set out below.

Corazon share price and trading volume history

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

5.0
0.043
4.5
Announcement 4.0
0.038
3.5
3.0
0.033
2.5
2.0
0.028
1.5
0.023 1.0
0.5
0.018 -
Volume Closing share price
Share Price ($)
Volume (millions)
----- End of picture text -----

Source: Bloomberg

There was a 38% increase in share price on the day Corazon announced the Transaction after coming out of a trading halt on 30 October 2012. This same announcement date saw a significantly higher volume of shares traded. Since this time the share price has fluctuated between $0.031 and $0.039 which is above the closing price of the previous trading day of $0.026 on 26 October 2012.

Given the above analysis it is likely that the Transaction, if not approved may result in a decline in Corazon‘s share price.

13.3 Advantages of Approving the Transaction

We have considered the following advantages when assessing whether the Transaction is reasonable.

Advantage	Description
The issue of shares under Stage 2 of	As set out in Section 2.4, Stage 2 of the Transaction is fair. RG 111 states
the Transaction is fair	that an offer is reasonable if it is fair. We have not commented on the
	fairness of Stage 3 as we consider it too forward looking and speculative for
	us to assign a value to either the consideration payable or the assets being
	acquired.

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Advantage	Description
Corazon to have control of Border	Corazon has the right to appoint a director under Stage 1 of the Transaction,
after Stage 2	however they will hold a minority holding (10%) and therefore cannot pass or
	block general resolutions.
	If Corazon elects to acquire the additional 41% under Stage 2, it will bring its
	total holding to 51% therefore giving it control of Border. This means that it
	can pass and block general resolutions.
	If Corazon elects to acquire the additional 24% interest under Stage 3, it will
	bring its total holding to 75%. This allows Corazon to pass and block special
	resolutions. This combined with the right to appoint a director under Stage
	1, renders Corazon with significant control over the operations of Border.
Larger and more diverse portfolio of	The Transaction will provide Shareholders with a larger and more diversified
assets	portfolio of assets. Corazon‘s current operations are focusedon nickel-
	copper exploration in Canada, whereas if the Transaction is approved
	Shareholders will gain exposure to the Australian gold and copper industries.
The Company will have a stronger	The increased media coverage and increase in the size of the Company
market presence and Shareholders	following the Transaction may create value to Shareholders in that their
may experience an increase in the	parcel of shares may be more liquid.
liquidity of their shares
Minimal reduction in cash	The future cash position of the Company is not significantly adversely
	affected by the Transaction, and no additional capital raisings are required
	to fund future project expenditure. This is because:
	The Stage 1 consideration is predominantly payable through the issue of
	scrip (shares and options), with only direct costs to a maximum of
	$250,000 payable in cash;
	The Stage 2 consideration is only comprised of $200,000 cash with the
	remaining consideration payable in the form of(at the Company‘s
	discretion) shares or cash; and
	The Stage 3 consideration isfully payable at the Company‘s discretionby
	either cash or shares, meaning the Company can structure the
	consideration based on future cash availability.
Flexibility of future commitments	The Company is not obligated to acquire the Stage 2 or Stage 3 interests in
	Border, nor are there any minimum expenditure commitments relating to
	these interests. This means that the Company can elect to acquire the Stage
	2 interest after receiving the results from the geophysical survey and the
	drilling program. Similarly they can acquire the Stage 3 interest after
	receiving the DFS results. As a result Corazon effectively holds an option
	over the Project.
Corazon can elect to delay payment of	In the event Corazon elect to acquire the Stage 2 Interest, the Company can
consideration	elect to issue the shares in Corazon up to four years after first exercising the
	option. This therefore enables the Company to delay the share dilution or
	cash payment. This benefits the Company due to both the time value of
	money and through the increased flexibility of future capital commitments.

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13.4 Disadvantages of Approving the Transaction

If the Transaction is approved, in our opinion, the potential disadvantages to Shareholders include those listed in the table below:

Disadvantage	Description
Other performance criteria required to	In order for Corazon to acquire the Stage 2 Interest in Border they
acquire the Stage 2 Interest which is not	must define a resource on the Project in accordance with the JORC
captured in our fairness calculations	Code and complete a scoping study, or spend a minimum of $4 million
	of exploration on the Project. The results from the scoping study or
	the exploration expenditure are not certain, therefore there is a risk
	that the expenditure will not create value to Shareholders and the
	Project will not progress.
If Stage 2 is not completed then the 10%	If Stage 2 is not completed then the 10% interest earned under Stage
interest earned under Stage 1 will be	1 will be cancelled and Corazon will have received no interest for the
cancelled	consideration provided under Stage 1, or any further expenditure
	incurred under Stage 2.
Dilution of Shareholder‘s interests	If the Transaction is approved, and the Company elects to pay the
	consideration via the issue of shares, Shareholders‘ interests will be
	diluted to 82.1%. We are unable to calculate the extent of the
	dilution if the Stage 3 Interest is acquired.
Border has the option to convert to a joint	Under Stage 2 of the Transaction Border has the right to convert the
venture	Project to a joint venture by contributing to all future project costs.
	Therefore the upside of the Project may be capped, as, following
	favourable drilling results, Border may elect to convert to a joint
	venture, hence limiting future returns to Corazon Shareholders. This
	means that Corazon may not have the option of acquiring the Stage 3
	Interest, although it will also mean that future costs are shared.

13.5 Other considerations

Other considerations	Description
High level of uncertainty regarding the	There is a great deal of uncertainty regarding the benefits to be
Project and the consideration payable	received by Corazon Shareholders and the consideration payable.
	Stage 2 and Stage 3 of the Transaction are forward looking, in that
	certain future events must occur before Corazon can increase their
	holding in Border. We consider this another matter for consideration
	rather than a strict advantage or disadvantage as there is both upside
	and downside risk associated with this uncertainty.

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Other considerations	Description
Change in risk exposure	If the Transaction is approved, Shareholders will be exposed to a
	different risk profile. Corazon is currently a nickel-copper explorer
	with its operations based in Canada. If the Transaction is approved
	then Shareholders will be exposed to the additional risks associated
	with holding copper-gold assets in central Australia.

14. Conclusion

We have considered the terms of the Transaction as outlined in the body of this report and have concluded that the Transaction is not fair but reasonable to the Shareholders of Corazon.

15. Sources of information

This report has been based on the following information:

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Draft Notice of General Meeting and Binding Heads of Agreement on or about the date of this report;
Audited financial statements of Corazon for the years ended 30 June 2010, 30 June 2011 and 30 June 2012;
Unaudited management accounts of Corazon for the period ended 31 October 2012;
Independent Valuation Report of Border‘s mineral assets dated 12 December 2012 performed by Ravensgate;
Share registry information;
Information in the public domain; and
Discussions with Directors and Management of Corazon.

16. Independence

BDO Corporate Finance (WA) Pty Ltd is entitled to receive a fee of $25,000 (excluding GST and reimbursement of out of pocket expenses). The fee is not contingent on the conclusion, content or future use of this Report. Except for this fee, BDO Corporate Finance (WA) Pty Ltd has not received and will not receive any pecuniary or other benefit whether direct or indirect in connection with the preparation of this report.

BDO Corporate Finance (WA) Pty Ltd has been indemnified by Corazon Mining Limited in respect of any claim arising from BDO Corporate Finance (WA) Pty Ltd's reliance on information provided by the Corazon Mining Limited, including the non provision of material information, in relation to the preparation of this report.

Prior to accepting this engagement BDO Corporate Finance (WA) Pty Ltd has considered its independence with respect to Border Exploration Pty Ltd and Corazon Mining Limited and any of their respective associates with reference to ASIC Regulatory Guide 112 ―Independence of Experts‖. In BDO Corporate Finance (WA) Pty Ltd‘s opinion it is independent of Border Exploration Pty Ltd and Corazon Mining Limited and their respective associates.

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Neither the two signatories to this report nor BDO Corporate Finance (WA) Pty Ltd, have had within the past two years any professional relationship with Corazon Mining Limited, or their associates, other than in connection with the preparation of this report.

A draft of this report was provided to Corazon Mining Limited and its advisors for confirmation of the factual accuracy of its contents. No significant changes were made to this report as a result of this review.

BDO is the brand name for the BDO International network and for each of the BDO Member firms.

BDO (Australia) Ltd, an Australian company limited by guarantee, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of Independent Member Firms. BDO in Australia, is a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it in BDO International).

17. Qualifications

BDO Corporate Finance (WA) Pty Ltd has extensive experience in the provision of corporate finance advice, particularly in respect of takeovers, mergers and acquisitions.

BDO Corporate Finance (WA) Pty Ltd holds an Australian Financial Services Licence issued by the Australian Securities and Investment Commission for giving expert reports pursuant to the Listing rules of the ASX and the Corporations Act.

The persons specifically involved in preparing and reviewing this report were Sherif Andrawes and Adam Myers of BDO Corporate Finance (WA) Pty Ltd. They have significant experience in the preparation of independent expert reports, valuations and mergers and acquisitions advice across a wide range of industries in Australia and were supported by other BDO staff.

Sherif Andrawes is a Fellow of the Institute of Chartered Accountants in England & Wales and a Member of the Institute of Chartered Accountants in Australia. He has over twenty five years experience working in the audit and corporate finance fields with BDO and its predecessor firms in London and Perth. He has been responsible for over 200 public company independent expert‘s reports under the Corporations Act or ASX Listing Rules. These experts‘ reports cover a wide range of industries in Australia with a focus on companies in the natural resources sector. Sherif Andrawes is the Chairman of BDO in Western Australia, Corporate Finance Practice Group Leader of BDO in Western Australia and the Natural Resources Leader for BDO in Australia.

Adam Myers is a member of the Australian Institute of Chartered Accountants. Adam‘s career spans 1 4 years in the Audit and Assurance and Corporate Finance areas. Adam has considerable experience in the preparation of independent expert reports and valuations in general for companies in a wide number of industry sectors.

18. Disclaimers and consents

This report has been prepared at the request of Corazon Mining Limited for inclusion in the Notice of Meeting which will be sent to all Corazon Mining Limited Shareholders. Corazon Mining Limited engaged BDO Corporate Finance (WA) Pty Ltd to prepare an independent expert's report to consider Stage 1, Stage 2 and Stage 3 of the proposed acquisition of up to a 75% interest in Border Exploration Pty Ltd.

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BDO Corporate Finance (WA) Pty Ltd hereby consents to this report accompanying the above Notice of Meeting. Apart from such use, neither the whole nor any part of this report, nor any reference thereto may be included in or with, or attached to any document, circular resolution, statement or letter without the prior written consent of BDO Corporate Finance (WA) Pty Ltd.

BDO Corporate Finance (WA) Pty Ltd takes no responsibility for the contents of the Notice of Meeting other than this report.

We have no reason to believe that any of the information or explanations supplied to us are false or that material information has been withheld. It is not the role of BDO Corporate Finance (WA) Pty Ltd acting as an independent expert to perform any due diligence procedures on behalf of the Company. The Directors of the Company are responsible for conducting appropriate due diligence in relation to Border Exploration Pty Ltd. BDO Corporate Finance (WA) Pty Ltd provides no warranty as to the adequacy, effectiveness or completeness of the due diligence process.

The opinion of BDO Corporate Finance (WA) Pty Ltd is based on the market, economic and other conditions prevailing at the date of this report. Such conditions can change significantly over short periods of time.

With respect to taxation implications it is recommended that individual Shareholders obtain their own taxation advice, in respect of the Transaction, tailored to their own particular circumstances. Furthermore, the advice provided in this report does not constitute legal or taxation advice to the Shareholders of Corazon Mining Limited, or any other party.

BDO Corporate Finance (WA) Pty Ltd has also considered and relied upon independent valuations for mineral assets held by Border Exploration Pty Ltd.

The valuer engaged for the mineral asset valuation, Ravensgate, possess the appropriate qualifications and experience in the industry to make such assessments. The approaches adopted and assumptions made in arriving at their valuation is appropriate for this report. We have received consent from the valuer for the use of their valuation report in the preparation of this report and to append a copy of their report to this report.

The statements and opinions included in this report are given in good faith and in the belief that they are not false, misleading or incomplete.

The terms of this engagement are such that BDO Corporate Finance (WA) Pty Ltd has no obligation to update this report for events occurring subsequent to the date of this report.

Yours faithfully

BDO CORPORATE FINANCE (WA) PTY LTD

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Sherif Andrawes

Director

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Adam Myers

Director

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– A endix 1 Glossar of Terms pp y

Reference	Definition
The Act	The Corporations Act 2001 (Cth)
APES 225	Accounting Professional & Ethical Standards Board professional standard APES 225
	‗Valuation Services‘
ASIC	Australian Securities and Investments Commission
ASX	Australian Securities Exchange
BDO	BDO Corporate Finance (WA) Pty Ltd
Border	Border Exploration Pty Ltd
Corazon	Corazon Mining Limited
The Company	Corazon Mining Limited
DCF	Discounted Future Cash Flows
DFS	Definitive Feasibility Study
EBIT	Earnings before interest and tax
EBITDA	Earnings before interest, tax, depreciation and amortisation
FME	Future Maintainable Earnings
HOA	Binding Heads of Agreement
ICSG	International Copper Study Group
NAV	Net Asset Value
The Project	The Top Up Rise Project
Our Report	This Independent Expert‘s Report prepared by BDO
QMP	Quoted Market Price basis of valuation
Ravensgate	Ravensgate Mining Industry Consultants
RG111	Content of expert reports (March 2011)

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RG112	Independence of experts (March 2011)
The Transaction	The option to acquire up to a 75% interest in Border Exploration Pty Ltd via a three
	stage earn-in agreement
Shareholders	Shareholders of Corazon Mining Limited
VMS	Volcanogenic massive sulphide ore
VWAP	Volume Weighted Average Price
Valuation Engagement	An Engagement or Assignment to perform a Valuation and provide a Valuation Report
	where the Valuer is free to employ the Valuation Approaches, Valuation Methods, and
	Valuation Procedures that a reasonable and informed third party would perform taking
	into consideration all the specific facts and circumstances of the Engagement or
	Assignment available to the Valuer at that time.

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– A endix 2 Valuation Methodolo ies pp g

Methodologies commonly used for valuing assets and businesses are as follows:

1 Net asset value (“NA V ”) Asset based methods estimate the market value of an entity‘s securities based on the realisable value of its identifiable net assets. Asset based methods include:

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Orderly realisation of assets method
Liquidation of assets method
Net assets on a going concern method

The orderly realisation of assets method estimates fair market value by determining the amount that would be distributed to entity holders, after payment of all liabilities including realisation costs and taxation charges that arise, assuming the entity is wound up in an orderly manner.

The liquidation method is similar to the orderly realisation of assets method except the liquidation method assumes the assets are sold in a shorter time frame. Since wind up or liquidation of the entity may not be contemplated, these methods in their strictest form may not be appropriate. The net assets on a going concern method estimates the market values of the net assets of an entity but does not take into account any realisation costs.

Net assets on a going concern basis are usually appropriate where the majority of assets consist of cash, passive investments or projects with a limited life. All assets and liabilities of the entity are valued at market value under this alternative and this combined market value forms the basis for the entity‘s valuation.

Often the FME and DCF methodologies are used in valuing assets forming part of the overall Net assets on a going concern basis. This is particularly so for exploration and mining companies where investments are in finite life producing assets or prospective exploration areas.

These asset based methods ignore t he possibility that the entity‘s value could exceed the realisable value of its assets as they do not recognise the value of intangible assets such as management, intellectual property and goodwill. Asset based methods are appropriate when an entity is not making an adequate return on its assets , a significant proportion of the entity‘s assets are liquid or for asset holding companies.

2 Quoted Market Price Basis (“QMP”) A valuation approach that can be used in conjunction with (or as a replacement for) other valuation methods is the quoted market price of listed securities. Where there is a ready market for securities such as the ASX, through which shares are traded, recent prices at which shares are bought and sold can be taken as the market value per share. Such market value includes all factors and influences that impact upon the ASX. The use of ASX pricing is more relevant where a security displays regular high volume trading, creating a ―deep‖ market in that security.

3 Capitalisation of future maintain able earnings (“FME”) This method places a value on the business by estimating the likely FME, capitalised at an appropriate rate which reflects business outlook, business risk, investor expectations, future growth prospects and other entity specific factors. This approach relies on the availability and analysis of comparable market data.

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The FME approach is the most commonly applied valuation technique and is particularly applicable to profitable businesses with relatively steady growth histories and forecasts, regular capital expenditure requirements and non-finite lives.

The FME used in the valuation can be based on net profit after tax or alternatives to this such as earnings before interest and tax (― EBIT ‖) or earnings before interest, tax, depreciation and amortisation (― EBITDA ‖). The capitalisation rate or "earnings multiple" is adjusted to reflect which base is being used for FME.

4 Discounted future cash flows (“DCF”)

The DCF methodology is based on the generally accepted theory that the value of an asset or business depends on its future net cash flows, discounted to their present value at an appropriate discount rate (often called the weighted average cost of capital). This discount rate represents an opportunity cost of capital reflecting the expected rate of return which investors can obtain from investments having equivalent risks.

Considerable judgement is required to estimate the future cash flows which must be able to be reliably estimated for a sufficiently long period to make this valuation methodology appropriate.

A terminal value for the asset or business is calculated at the end of the future cash flow period and this is also discounted to its present value using the appropriate discount rate.

DCF valuations are particularly applicable to businesses with limited lives, experiencing growth, that are in a start up phase, or experience irregular cash flows.

5 Market Based Assessment

The market based approach seeks to arrive at a value for a business by reference to comparable transactions involving the sale of similar businesses. This is based on the premise that companies with similar characteristics, such as operating in similar industries, command similar values. In performing this analysis it is important to acknowledge the differences between the comparable companies being analysed and the company that is being valued and then to reflect these differences in the valuation.

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– Appendix 3 Independent Valuation Report Prepared by Ravensgate Mining Industr Consultants y

TECHNICAL PROJECT REVIEW

and

INDEPENDENT VALUATION REPORT CORAZON MINING LIMITED - TOP UP RISE MINERAL ASSET

for

BDO CORPORATE FINANCE (WA) PTY LTD

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TECHNICAL PROJECT REVIEW

and

INDEPENDENT VALUATION REPORT

Corazon Mining Limited - Top Up Rise Mineral Asset

for

BDO CORPORATE FINANCE (WA) PTY LTD

12 December 2012

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TECHNICAL PROJECT REVIEW

and

INDEPENDENT TECHNICAL VALUATION

Prepared by RAVENSGATE on behalf of:

BDO Corporate Finance (WA) Pty Ltd

Author(s): Sam Ulrich Principal Consultant BSc (Hons) Geology, MAusIMM, MAIG GDAppFin, FFin Reviewer: Jason McNamara Principal Consultant BSc (Geology), MAusIMM Date: 12 December 2012 Copies: Corazon Mining Limited (2) Ravensgate (1)

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_____ Sam Ulrich For and on behalf of: RAVENSGATE

This report has been commissioned from and prepared by Ravensgate for the exclusive use of BDO Corporate Finance (WA) Pty Ltd. Each statement or opinion in this report is provided in response to a specific request from BDO Corporate Finance (WA) Pty Ltd to provide that statement or opinion. Each such statement or opinion is made by Ravensgate in good faith and in the belief that it is not false or misleading.

Each statement or opinion contained within this report is based on information and data supplied by Corazon Mining Limited to Ravensgate, or otherwise obtained from public searches conducted by Ravensgate for the purposes of this report.

Page 3 of 33

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	TABLE OF CONTENTS	TABLE OF CONTENTS
1.	EXECUTIVE SUMMARY ............................................................................................... 6
2.	INTRODUCTION ....................................................................................................... 7
	2.1	Terms of Reference ........................................................................................ 7
	2.2	Tenement Status Verification ............................................................................ 7
	2.3	Site Investigation ........................................................................................... 7
	2.4	Qualifications, Experience and Independence ........................................................ 8
	2.5	Disclaimer ................................................................................................... 8
	2.6	Consent ...................................................................................................... 9
	2.7	Principal Sources of Information ........................................................................ 9
	2.8	Competent Persons Statement .......................................................................... 9
	2.9	Background Information .................................................................................. 9
3.	TOP UP RISE PROJECT, WESTERN AUSTRALIA ................................................................ 11
	3.1	Introduction ............................................................................................... 11
	3.2	Tenure ..................................................................................................... 11
	3.3	Geology .................................................................................................... 12
	3.4	Exploration ................................................................................................ 13
		3.4.1 Historic Exploration ........................................................................... 13
		3.4.2 Current Exploration ........................................................................... 13
	3.5	Project Potential ......................................................................................... 13
4.	VALUATION ........................................................................................................... 15
	4.1	Introduction ............................................................................................... 15
	4.2	Previous Mineral Asset Valuations ..................................................................... 17
	4.3	Material Agreements .................................................................................... 17
	4.4	Comparable Transactions ............................................................................... 18
		4.4.1 Reported Market Transactions............................................................... 18
		4.4.2 Commodity Prices .............................................................................. 25
	4.5	Mineral Asset Valuation ................................................................................. 26
		4.5.1 Top Up Rise Project, Western Australia ................................................... 26
	4.6	Valuation Summary ...................................................................................... 27
5.	TENEMENT DETAILS ................................................................................................. 28
6.	REFERENCES .......................................................................................................... 29
7.	GLOSSARY ............................................................................................................. 31

Page 4 of 33

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LIST OF TABLES

		LIST OF TABLES
Table	1	Summary TUR Project Technical Valuation in 100% Ownership Terms............................... 6
Table	2	Market Transactions Involving Copper-Gold or IOCG Projects at the Exploration Stage in
		Australia ....................................................................................................... 19
Table	3	Comparative Transactions Valuation for the TUR Project ........................................... 27
Table	4	Summary TUR Project Technical Valuation in 100% Ownership Terms............................. 27
Table	5	Top Up Rise Project Tenement Details .................................................................. 28

LIST OF FIGURES

		LIST OF FIGURES
Figure	1	Location of the Top Up Rise Project ..................................................................... 10
Figure	2	Licence Boundary for the TUR Project on 250K GSWA1 Outcrop Geology ......................... 11
Figure	3	Location of the Arunta Block (after Wyborn, et al. 1998) ........................................... 12
Figure	4	TUR Project Geophysical Images– Showing Top Up Rise Gravity Anomaly and Historic BHP
		Gravity Anomalies ........................................................................................... 14
Figure	5	Copper Five Year Monthly Average Price Chart to October 2012 ................................... 25
Figure	6	Gold Five Year Monthly Average Price Chart to October 2012 ...................................... 25

Page 5 of 33

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1. EXECUTIVE SUMMARY

Corvidae Pty Ltd ATF Ravensgate Unit Trust T/As Ravensgate (Ravensgate) has been commissioned by BDO Corporate Finance (WA) Pty Ltd (BDO) and Corazon Mining Limited (Corazon) to provide a Technical Project Review on the Top Up Rise (TUR) Mineral Asset and an Independent Technical Valuation over this project. This Technical Project Review and Independent Valuation Report were prepared by Ravensgate for inclusion in the Independent Expert’s Report (IER) prepared by BDO . The TUR project is under an earn in agreement with Border Exploration Pty Ltd (Border) whereby Corazon may earn up to 75% of the project in three stages. The project included in this report is listed below.

Mineral Asset

Top Up Rise Project, Western Australia (Cu-Au)

Border Ownership %

100%

The TUR project is located in the State of Western Australia. Tenement details have been compiled for detailed review and are appended at the end of this report. Further exploration work remains to be carried out in order to help improve geological understanding, to generate or investigate exploration targets and to update Mineral Resources and associated ongoing economic studies (where defined and as further work progresses) within the project area. Ravensgate’s considered opinion is that the projects are of merit and worthy of further exploration.

The TUR project is interpreted to be on the western margin of the Proterozoic Arunta Block. The exploration focus for the project area has been for copper-gold, iron oxide copper gold (IOCG) mineralisation. A number of non drill tested geophysical anomalies are present within the project area.

The valuation presented in this report was completed on behalf of BDO. The valuation has been completed with information provided by and with the full support of Corazon. The applicable valuation date is 12 December 2012. The TUR project can be classified as an Exploration Area Mineral Asset. A Mineral Resource and/or Exploration Target as defined by the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code - 2004 Edition) has not been defined for the TUR Project.

Ravensgate did not carry out a site visit to the TUR project in producing this report. Ravensgate is satisfied that there is sufficient current information available to allow an informed appraisal to be made without including a site inspection of the TUR project. Ravensgate is of the opinion that no significant additional benefit would have been gained through a site visit to the project area at this stage. Ravensgate has concluded that the TUR project is of technical merit and is worthy of conducting further review and exploration.

A summary of the TUR project valuation in 100% ownership percentage terms is provided in Table 1 below. The applicable valuation report date is 12 December 2012 and is derived from an analysis of the technical aspects of the project in conjunction with the Comparable Transactions valuation method. The value of the TUR project is considered to lie in a range from $1.706M to $2.860M, within which Ravensgate has selected a preferred value of $2.283M.


*Table 1* *Summary TUR Project Technical Valuation in 100%*				*Ownership Terms*
Project	Mineral Asset	Ownership %		Valuation
			Low $M	High $M	Preferred $M
Top Up Rise	Exploration Area	100%	$1.706	$2.860	$2.283
TOTAL	Exploration Area	100%	$1.706	$2.860	$2.283

The valuation has been compiled to an appropriate level of precision and minor rounding errors may occur.

Page 6 of 33

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2. INTRODUCTION

The objective of this report is to firstly provide a Technical Project Review of the Top Up Rise (TUR) project in which Corazon Mining Limited (Corazon) has entered into an earn in agreement with Border Exploration Pty Ltd (Border). The second objective of this report is to provide a valuation and technical assessment of the project prepared in accordance with the guidelines of the VALMIN Code. The work has been commissioned by BDO Corporate Finance (WA) Pty Ltd (BDO) and Corazon. The IER will be included in Corazon ’s Notice of Meeting.

This report does not provide a valuation of Corazon as a whole, nor does it make any comment on the fairness and reasonableness of any proposed transaction between any two companies. The conclusions expressed in this Technical Project Review and Independent Technical Valuation are valid as at the Valuation Date (12 December 2012). The review and valuation is therefore only valid for this date and may change with time in response to changes in economic, market, legal or political factors, in addition to ongoing exploration results. All monetary values included in this report are expressed in Australian dollars (A$) unless otherwise stated.

This report has been prepared in accordance with the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (The VALMIN Code) as adopted by the Australasian Institute of Mining and Metallurgy (AusIMM) in April 2005. The report has also been prepared in accordance with ASIC Regulatory Guides 111 (Contents of Expert Reports) and 112 (Independence of Experts). The Technical Project Review and Independent Technical Valuation report has been compiled based on information available up to and including the date of this report.

2.1 Terms of Reference

Corvidae Pty Ltd as trustee for the Ravensgate Unit Trust trading as Ravensgate (Ravensgate) has been commissioned by BDO Corporate Finance (WA) Pty Ltd (ACN 123 031 045) (BDO) and Corazon Mining Limited (ACN 112 898 825) (Corazon) to provide an Independent Technical Project Review and Independent Technical Valuation on the TUR, Western Australian Mineral Asset.

This report has been prepared in accordance with the Code and Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (The VALMIN Code) and the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2004).

2.2 Tenement Status Verification

Ravensgate has not independently verified the status of the tenements that are referred to in this report as set out in the Tenement Schedule in Table 5 of this report, which is a matter for independent tenement experts. Corazon commissioned an independent review of Border’s mineral tenement status. Tenement specialist firm McMahon Mining Title Services (McMahon) completed this review and identified no material issues that would impact on Ravensgate’s valuation. Ravensgate is satisfied, based on McMahon ’s review, that the tenements are in good standing and the values assigned to the tenements correctly reflect Border’s ownership.

2.3 Site Investigation

Ravensgate has concluded that the TUR project is of technical merit and is worthy of conducting further review and exploration.

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2.4 Qualifications, Experience and Independence

Ravensgate was established in 1997 and specialises in resource modelling and resource estimation services. The company has worked for major clients globally, such as Freeport at Grasberg Mine, Ok Tedi Gold Mine in Papua New Guinea, Goldfields and Newmont in Ghana and many junior resource companies which are ASX (Australian Stock Exchange), TSX (Toronto Stock Exchange) or AIM (London Stock Exchange) listed. Ravensgate has focused upon providing resource estimations, valuations, independent technical documentation and has been involved in the preparation of Independent Reports for Canadian, Australian and United Kingdom companies.

Author: Sam Ulrich, Principal Consultant, BSc (Hons) Geology, GDAppFin, MAusIMM, MAIG, FFin.

Sam Ulrich is a geologist with over 15 years experience in near mine and regional mineral exploration, resource development and the management of exploration programs. He has worked in a variety of geological environments in Australia, Indonesia, Laos and China primarily in gold, base metals and uranium. Prior to joining Ravensgate Sam worked for Manhattan Corporation Ltd a uranium exploration and resource development company in a senior management position. Mr Ulrich holds the relevant qualifications and experience as well as professional associations required by the ASX, JORC and VALMIN Codes in Australia 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’. He is a Qualified Person under the rules and requirements of the Canadian Reporting Instrument NI43-101.

Peer Reviewer: Jason McNamara, Principal Consultant. BSc (Geology), MAusIMM.

Jason McNamara is an Associate of Ravensgate. As a Principal Consultant he carries out work for Mineral Resource estimations, Independent Technical Valuations, Independent Geologist Report’s and Formal Technical Project reviews over a range of commodities. He has a broad skill base with over 18 years international mining industry experience in operational project exploration, resource estimation, grade control and senior management roles. Jason has worked for both junior and larger ASX listed companies, encompassing open-cut operations and evaluations in Africa, Europe and Australasia. Competent Person sign- off was undertaken for MMG’s Sepon Gold and Copper Resources in Laos. Jason McNamara holds the relevant qualifications and professional associations required by the ASX, JORC and VALMIN Codes in Australia.

2.5 Disclaimer

The Authors of this report, and Ravensgate, have no prior association with Corazon in regard to the mineral assets and have no interest in the outcome of the technical assessment.

Ravensgate is independent of Corazon, its directors, senior management and advisors and has no economic or beneficial interest (present or contingent) in any of the mineral assets being reported on. Ravensgate is remunerated for this report by way of a professional fee determined in accordance with a standard schedule of commercial rates, which is calculated based on time charges for review work carried out, and is not contingent on the outcome of this report. Fees arising from the preparation of this report are in the order of $18,000 to $22,000.

The relationship with Corazon is solely one of professional association between client and independent consultant. None of the individuals employed or contracted by Ravensgate are officers, employees or proposed officers of Corazon or any group, holding or associated companies of Corazon.

The report has been prepared in compliance with the Corporations Act and ASIC Regulatory Guides 111 and 112 with respect to Ravensgate’s independence as experts. Ravensgate regards RG112.31 to be in compliance whereby there are no business or professional relationships or interests which would affect the expert’s ability to present an unbiased opinion within this report.

This report has been compiled based on information available up to and including the date of this report. The statements and opinions are based on the reference date of 12 December 2012

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and could alter over time depending on exploration results, mineral prices and other relevant market factors.

2.6 Consent

Ravensgate consents to this report being distributed, in full, in the form and context in which the technical assessment in provided, for the purpose for which this report was commissioned. Ravensgate provides its consent on the understanding that the assessment expressed in the individual sections of this report will be considered with, and not independently of, the information set out in full in this report.

2.7 Principal Sources of Information

The principal sources of information used to compile this report comprise technical reports and data variously compiled by Corazon and their partners or consultants, publically available information such as ASX releases, government reports and discussions with Corazon ’ s technical and corporate management personnel. With the consent of Corazon, other general report contents describing the regional geology, historical exploration and current exploration have been reproduced verbatim from a number of Corazon internal and publically available reports. A listing of the principal sources of information is included in the references attached to this report.

Ravensgate has endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy and completeness of the technical data upon which this report is based. A final draft of this report was also provided to Corazon prior to finalisation by Ravensgate, requesting that Corazon identify any material errors or omissions prior to its final submission. Ravensgate does not accept responsibility for any errors or omissions in the data and information upon which the opinions and conclusions in this report are based, and does not accept any consequential liability arising from commercial decisions or actions resulting from errors or omissions in that data or information.

2.8 Competent Persons Statement

The information in this report that relates to Exploration Results at the Top Up Rise project as described in Section 3 is based on information compiled by Mr Brett Smith who is a member of the Australasian Institute of Mining and Metallurgy and a member of the Australian Institute of Geoscientists. Mr Smith is a full time employee of Corazon Mining Limited and 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 Smith consents to the inclusion in the report of the matters based on this information in the form and context in which it appears.

2.9 Background Information

The project discussed in this report is located in the State of Western Australia. A locality map of the TUR project is presented in Figure 1 below. A summary of the tenement details is listed in Table 5 at the end of this report. Report file references and a glossary of terms are also included at the end of this report. Ravensgate understands that the project tenements in Western Australia are held in good standing. A brief overview of the projects is outlined in Sections 3. The Independent Valuation of the projects is outlined in Section 4.

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Figure 1 Location of the Top Up Rise Project
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Top Up Rise
Alice Springs
Perth
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3. TOP UP RISE PROJECT, WESTERN AUSTRALIA

Note: Competent Person statements are listed in Section 2.8

3.1 Introduction

The Top Up Rise (TUR) project is located in north-eastern Western Australia on the eastern edge of the Gibson Desert. The nearest major centre is Alice Springs in the Northern Territory 700km to the east. Access to the project is via gravel roads to the Kiwirrkurra Aboriginal Community, then on station and historical exploration tracks.

The TUR project is in an arid environment, with much of the project area covered in sand dunes, which are predominantly orientated in an east-west direction.

3.2 Tenure

The TUR project consists of three granted exploration licences with a combined area of 1,380km[2] . The licences are held by Border Exploration Pty Ltd (Border). Details of the tenements can be found in Table 5 at the end of this report.

Figure 2 Licence Boundary for the TUR Project on 250K GSWA[1] Outcrop Geology

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1 GSWA – Geological Survey of Western Australia

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3.3 Geology

Most of the TUR project area is covered by surficial sands and dunes with minimal outcrop (Figure 2), making the geology of the project area poorly understood. The project is located at the convergence of three major regional structures, at the interpreted western margin of the Arunta Block (Figure 3) and the eastern margin of the younger Canning Basin.

Figure 3 Location of the Arunta Block (after Wyborn, et al. 1998)

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TUR Project
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It is not possible to determine what part of the Arunta Proterozoic rocks exist under the sand cover at the TUR project. Outcrops of banded iron formation, deformed psammitic and pelitic rocks to the east of the project are part of the Aileron Complex. Outcrops south of the project at Pollock Hills are situated south of the Central Australian Suture and are part of the younger Warampi Complex (Scrimgeour, et al., 2008).

The region has indications of a substantial hydrothermal system (Wyborn, et al., 1998) located along the Central Australian Suture. Mesoproterozoic rocks, including the co-magmatic Pollock Hills Formation and the Mt Webb Granite, show primary geochemistry and alteration assemblages that are similar to those of other Proterozoic IOCG-mineralised areas in the eastern Mt Isa – Cloncurry district and the Gawler Craton.

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3.4 Exploration

3.4.1 Historic Exploration

Much of the TUR project area has not been previously explored by past explorers, with much of the exploration having been conducted by government agencies such as the Bureau of Mineral Resources Australia, the Geological Survey of Western Australia (GSWA) and the Australian Geological Survey Organisation (AGSO) presently known as Geoscience Australia (GA). There is no recorded exploration activities by past explorers on the northern tenement E80/4583, very little on the central tenement E80/4427 and minimal on the southern tenement E80/4584.

BHP Minerals Pty Ltd (BHP) between 1996 and 1999 explored an area that encompassed part of the southern tenement (E80/4584) for iron oxide copper gold (IOCG) mineralisation of the Olympic Dam type. BHP was following up a large untested gravity anomaly defined from regional AGSO data. BHP completed a regional airborne magnetics and radiometrics survey at 400m line spacings, magnetic and gravity data modeling, collection of one line of ground magnetics, collection of 90 gravity stations and the collection of three Protem EM soundings. The results of this work revealed a large 3km x 6km 6mGals gravity anomaly and the Protem EM soundings suggested the depth to basement to be 300m+ (Grimeley, 1999).

Aurora Gold (W.A.) Pty Ltd in 1997 completed a broad regional scale shallow aircore drilling program comprising of 731 drill holes targeting shear zones believed to have been active during the emplacement of the Mt Webb Granite. Nine of these aircore holes are located in the southeast corner of tenement E80/4584.

Other exploration companies such as General Mining Corporation Limited and Cullen Exploration Pty Limited have held tenure previously over parts of E80/4584, but did not complete any additional physical exploration as to that outlined above.

In 2006 GA and GSWA completed a more detailed regional gravity survey over the West Arunta region.

3.4.2 Current Exploration

In November 2011 Border contracted Aeroquest Airborne to complete an airborne magnetics and radiometrics survey at 75m line spacings over the main identified gravity anomaly in tenement E80/4427. Border integrated and interpreted these results with the previous GA and GSWA geophysical surveys. Border has defined a residual gravity high of >7 mGals above background with no coincident magnetic high, sitting on top of a regional gravity high trend of approximately 4mGals (Figure 4). The gravity anomaly is approximately 8km x 4km in size.

Corazon plans to complete a ground based gravity survey on variable 400m or 800m spaced lines, dependent on results this will be followed by electrical geophysical ground based surveying. The interpretation of these geophysical surveys will be used to refine drill hole targeting.

3.5 Project Potential

Wyborn, et al., 1998 suggested that the Mt Webb granite suite in the Arunta Block displays the trace and major element geochemistry, fractionation level and oxidation state favourable for the formation of IOCG deposits. This combined with the large gravity anomaly suggests there is potential for significant IOCG mineralisation.

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Aeromagnetic image
–
Anomalies
BHP Gravity
High density gravity over aeromagnetic shadow. Right
–
Top Up Rise
Gravity Anomaly
Showing Top Up Rise Gravity Anomaly and Historic BHP Gravity Anomalies
–
Anomalies
BHP Gravity
TUR Project Geophysical Images
Bouguer gravity image over aeromagnetics shadow. Centre
Top Up Rise –
Gravity Anomaly
Figure 4 Left
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4. VALUATION

4.1 Introduction

There are a number of recognised methods used in valuing “mineral assets”. The most appropriate application of these various methods depends on several factors, including the level of maturity of the mineral asset, and the quantity and type of information available in relation to the asset. All monetary values included in this report are expressed in Australian dollars (A$) unless otherwise stated.

The Valmin Code, which is binding upon “Experts” and “Specialists” involved in the valuation of mineral assets and mineral securities, classifies mineral assets in the following categories:

Exploration Areas refer to properties where mineralisation may or may not have been identified, but where specifically a Mineral Resource has not been identified.
Advanced Exploration Areas refer to properties where considerable exploration has been undertaken and specific targets have been identified that warrant further detailed evaluation, usually by some form of detailed geological sampling. A Mineral Resource may or may not have been estimated but sufficient work will have been undertaken that provides a good understanding of mineralisation and that further work will elevate a prospect to the resource category. Ravensgate considers any identified Mineral Resources in this category would tend to be of relatively lower geological confidence.
Pre-Development Projects are those where Mineral Resources have been identified and their extent estimated, but where a positive development decision has not been made. This includes projects at an early assessment stage, on care and maintenance or where a decision has been made not to proceed with immediate development.
Development Projects refers to properties which have been committed to production, but which have not been commissioned or are not operating at design levels.
Operating Mines are those mineral properties, which have been fully commissioned and are in production.

Various recognised valuation methods are designed to provide the most accurate estimate of the asset value in each of these categories of project maturity. In some instances, a particular mineral property or project may include assets that comprise one or more of these categories. When valuing Exploration Areas and therefore by default where the potential is inherently more speculative than more advanced projects, the valuation is largely dependent on the informed, professional opinion of the valuer. There are a number of methods available to the valuer when appraising Exploration Areas.

The Multiple of Exploration Expenditure (“MEE”) method can be used to derive project value, when recent exploration expenditure is known or can be reasonably estimated. This method involves applying a premium or discount to the exploration expenditure or Expenditure Base (“EB”) through application of a Prospectivity Enhancement Multiplier (“PEM”). This factor directly relates to the success or failure of exploration completed to date, and to an assessment of the future potential of the asset. The method is based on the premise that a “grass roots” project commences with a nominal value that increases with positive exploration results from increasing exploration expenditure. Conversely, where exploration results are consistently negative, exploration expenditure will decrease along with the value. The following guidelines are presented on selection of the PEM:

PEM = 1. Exploration activities and evaluation of mineralisation potential justifies continuing exploration.
PEM = 2. Exploration activities and evaluation of mineralisation potential has identified encouraging drill intersections or anomalies, with targets of noteworthy interest generated.
PEM = 3. Exploration activities and evaluation of mineralisation potential has identified significant grade intersections and mineralisation continuity.

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Where transactions including sales and joint ventures relating to mineral assets that are comparable in terms of location, timing, mineralisation style and commodity, and where the terms of the sale are suitably “arm’s length” in accordance with the VALMIN Code, such transactions may be used as a guide to, or a means of, valuation. This method (termed Comparable Transactions) is considered highly appropriate in a volatile financial environment where other “cost based” methods may tend to overstate value.

The Joint Venture Terms valuation method may be used to determine value where a Joint Vent ure Agreement has been negotiated at “arm’s length” between two parties. When calculating the value of an agreement that includes future expenditure, cash and/or shares payments, it is considered appropriate to discount expenditure or future payments by applying a discount rate to the mid-point of the term of the earn-in phase. Discount factors are also applied to each earn-in stage to reflect the degree of confidence that the full expenditure specified to completion of any stage will occur. The value assigned to the second and any subsequent earn-in stages always involves increased risk that each subsequent stage of the agreement will not be completed, from technical, economic and market factors. Therefore, when deriving a technical value using the Joint Venture Terms method, Ravensgate considers it appropriate to only value the first stage of an earn-in Joint Venture Agreement. Ravensgate have applied a discount rate of 10.0% per annum to reflect an average company’s cost of capital and the effect of inflation on required exploration spends over the timeframe required.

The total project value of the initial earn-in period can be estimated by assigning a 100% value, based on the deemed equity of the farminor, as follows:

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where:

V 100 = Value of 100% equity in the project ($) D = Deemed equity of the farminor (%) CP = Cash equivalent of initial payments of cash and/or stock ($)
CE = Cash equivalent of committed, but future, exploration expenditure and payments of cash and/or stock ($) Uncommitted, notional exploration expenditure proposed in the agreement and/or uncommitted future cash
EE = payments ($)
I = Discount rate (% per annum)
t = Term of the Stage (years)
P = Probability factor between 0 and 1, assigned by the valuer, and reflecting the likelihood that the Stage will proceed to completion.

Where Mineral Resources remain in the Inferred category, reflecting a lower level of technical confidence, the application of mining parameters using the more conventional DCF/NPV approach may be problematic or inappropriate and technical development studies may be at scoping study level. In these instances it is considered appropriate to use the ‘in - situ’ Resource method of valuation for these assets. This technique involves application of a heavily discounted valuation of the total in-situ metal or commodity contained within the resource. The level of discount applied will vary based on a range of factors including physiography and proximity to infrastructure or processing facilities. Typically and as a guideline, the discounted value is between 1% and 5% of the in-ground value of the metal in the Mineral Resource.

In the case of Pre-development, Development and Mining Projects, where Measured and Indicated Mineral Resources have been estimated and mining and processing considerations are known or can be reasonably determined, valuations can be derived with a reasonable degree of confidence by compiling a discounted cash flow (DCF) and determining the net present value (NPV).

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The Australasian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC code, 2004), sets out minimum standards, recommendations and guidelines. A Mineral Resource defines a mineral deposit with reasonable prospects of economic extraction. Mineral Resources are sub-divided into Inferred, Indicated and Measured to represent increasing geological confidence from known, estimated or interpreted specific geological evidence and knowledge. An Ore Reserve is the economically minable part of a Measured or Indicated Resource after appropriate studies. An Inferred Resource reflecting insufficient geological knowledge, cannot translate into an Ore Reserve. Measured Resources may become Proved (highest confidence) or Probable Reserves. Indicated Resources may only become Probable Reserves.

4.2 Previous Mineral Asset Valuations

Ravensgate is not aware, nor have we been made aware, of any valuations over the TUR project. Exploration tenements have not been included in the valuation where tenure or permits have not been granted to the relevant company and the company does not therefore have any ownership over tenement mineral assets or any exploration value within the tenements.

4.3 Material Agreements

Ravensgate has been commissioned by BDO Corporate Finance (WA) Pty Ltd (BDO) and Corazon Mining Limited (Corazon) to provide an Independent Technical Project Review and Valuation Report. The Technical Project Review and Valuation report encompasses the TUR Project, which Corazon has entered into an earn in agreement with Border. The Technical Valuation report provides an assessment of the Australian “Exploration Area” mineral asset listed below which under an option to earn in agreement. Brief details of the ownership and option agreement can be listed as follows.

Mineral Asset

Top Up Rise Project, Western Australia (Au,Cu)

Border Ownership %

100%

In October 2012 Corazon entered into an option agreement to earn up to 75% of Border which owns 100% of the Top Up Rise project. The key commercial terms of the agreement are as follows:

Stage 1 – Corazon to earn 10% in Border for:

15 Million Corazon shares + 15 million Corazon options (3 year expiry date, at a price 134% of the 5 day VWAP at issue);
Reimbursement of costs up to $0.25M;
Minimum work program to be completed within two years.

– Stage 2 Corazon to earn a further 41% (total 51%) within 4 years by:

Paying the vendors $0.20M in cash, and either
Defining a JORC compliant Mineral Resource and completing a Scoping Study; or spending a minimum of $4.00M on exploration; and then
Issuing the vendors with Corazon shares or cash equal to 10% of the issued capital of Corazon.

– Stage 3 Corazon to earn a further 24% (total of 75%) in Border by:

Completing a definitive feasibility study on the TUR Project
Cash or share consideration calculated with reference to a sliding scale, based on Corazon’s market capitalisation at the time.

The vendors of Border will be free carried until a decision to mine is made; and upon Corazon making a decision to mine the Top Up Rise project, the vendors and Corazon will form a formal production joint venture. A pre-emptive right will exist between the parties to the joint venture.

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Ravensgate understands all active mining and exploration tenements are granted at this point in time and are in good standing.

Ravensgate is not aware, nor have been made aware, of any other agreements that have a material effect on the provisional valuations of the mineral assets, and on this basis have made no adjustments on this account.

4.4 Comparable Transactions

Ravensgate has completed a search for publicly available market transactions involving coppergold or IOCG(U) exploration projects without resources within Australia. Transactions reflect comparable tenement holdings in geological provinces that are considered prospective for similar commodities, and that are of similar prospectivity to the minerals assets being valued. In Ravensgate’s opini on and experience, it is understood that individual market transactions are rarely completely identical to the relevant project area or may not necessarily contain all the required information for compilation. In practice, a range of implied values on a dollar per metal unit or dollar per square kilometre of tenement holding will be defined as suitable for use. The transactions identified along with the implied cash-equivalent values are summarised in Section 4.4.1 by commodity and region.

Publically available market transactions have been separated to reflect transactions on a dollar per square kilometre of tenement holding or on a dollar per metal unit for a more advanced Exploration Target or Mineral Resource. This was undertaken to reflect the varying levels of geological exploration carried out within the various project tenements. In general terms, exploration projects may start with a relatively large tenement holding where a lack of detailed - geological sampling and knowledge renders the use of the “in situ” yardstick valuation method inappropriate (i.e. an “Exploration Area Mineral Asset”). For these particularly early -stage exploration areas comparable transactions on a dollar per square kilometre basis are more relevant. As the project advances and as geological sampling and knowledge increase, tenement areas tend to decrease to match a narrowing focus on more prospective areas. For these areas where specific, drill sample supported Exploration Targets have been identified that warrant further detailed evaluation or Mineral Resources require estimation, comparable transactions on a dollar per metal unit basis may be more appropriate (i.e. an “Ad vanced Exploration Area Mineral Asset or Pre- Development Project at early assessment”).

4.4.1 Reported Market Transactions

4.4.1.1. Reported Market Transactions Involving Exploration Area Copper-Gold or IOCG Projects in Australia

Ravensgate’s analysis of Australian market transactions for Exploration Area Copper-Gold or IOCG(U) Mineral Asset projects (Table 2) indicates an implied value between $170 and $35,917 per km[2] for Exploration Area Mineral Assets, with no estimated Mineral Resources in accordance of the JORC Code 2004. The implied value per km[2] is dependent on the type of licence, whether it is an Exploration Licence, Prospecting Licence or Mining Licence. With lower implied values per km[2] for Exploration Licences compared to Prospecting Licences and lower implied values per km[2] for Prospecting Licences compared to Mining Licences. The implied value was also affected by the strategic importance of the licences and the presence of known mineralisation or historical mining activities upon them and the grade of the respective mineralisation present.

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Implied Value / km2 (A$)	$9,510	$295	$2,551
Purchase Price 100% Basis (A$)	$4.175M	$0.075M	$3.000M
Area (km2)	439	254	1,176
Transaction Details & Type	September 2012: Monax Mining Limited entered into joint venture/farm-in agreement with Ero Mining Limited to earn an 80% of the Northern Gawler Craton project for $3.853M in expenditure over 3 years. The project is prospective for IOCG mineralisation and has an area of 439km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $4.175M (notional $9,510 A$/km2on 100% terms).	August 2012: Phoenix Copper Limited entered into an acquisition agreement with a private vendor for 100% of a project on the Yorke Peninsula for $0.075M in shares. The project is prospective for IOCG mineralisation and has an area of 254km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.075M (notional $295 A$/km2on 100% terms).	June 2012: BHP Billiton entered into an acquisition agreement with Tasman Resources Limited for 100% of the Stuart Shelf project for $3.00M in cash. The project is prospective for IOCGU mineralisation and has an area of 1,176km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $3.000M (notional $2,551 A$/km2on 100% terms).
Project	Northern Gawler Craton, South Australia	Yorke Peninsula, South Australia	Stuart Shelf, South Australia

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Implied Value / km2 (A$)	$2,163	$3,914	$170	$2,615	$13,271
Purchase Price 100% Basis (A$)	$8.000M	$10.000M	$0.220M	$1.700M	$1.752M
Area (km2)	3,699	2,555	1,293	650	132
Transaction Details & Type	April 2012: BHP Billiton entered into an acquisition agreement with Archer Exploration Limited for 100% of its Roxby Downs tenements for $8.000M. The project is prospective for IOCG mineralisation and has an area of 3,699km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $8.000M (notional $2,163 A$/km2on 100% terms).	April 2012: BHP Billiton entered into an acquisition agreement with Minotaur Exploration Limited for 100% of its Roxby Downs tenements for $10.000M. The project is prospective for IOCG mineralisation and has an area of 2,555km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $10.000M (notional $3,914 A$/km2on 100% terms).	March 2012: Spencer Resources Limited entered into an acquisition agreement with Minotaur Exploration Limited for 70-80% of the Gawler Craton project for $0.17M in shares. The project is prospective IOCG mineralisation and has an area of 1,293km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.220M (notional $170 A$/km2on 100% terms).	December 2011: Xstrata Mt Isa Mines entered into a joint venture/farm-in agreement with Mt Isa Metals Limited to earn initially 51% of the Boomara project for a minimum exploration spend of $1.00M over 3 years. The project is prospective for gold, copper and iron (IOCG) and has an area of 650km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $1.700M (notional $2,615 A$/km2on 100% terms).	December 2011: Transol Corporation Limited entered into a joint venture/farm-in agreement with Sturt Resources Limited to earn a 51% interest in the Southern Cross Bore project with a payment of $0.200M and a minimum exploration spend of $0.800M over 3 years. The project is prospective for IOCG mineralisation and has an area of 132km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $1.752M (notional $13,271 A$/km2on 100% terms).
Project	Roxby Downs Area, South Australia	Roxby Downs Area, South Australia	Gawler Craton, South Australia	Boomara Project, Queensland	Southern Corss Bore Project, Northern Territory

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Implied Value / km2 (A$)	$3,446	$1,271	$5,900	$5,700
Purchase Price 100% Basis (A$)	$15.760M	$0.826M	$6.667M	$7.285M
Area (km2)	4,573	650	1,130	1,278
Transaction Details & Type	September 2011: MMG Exploration Pty Ltd entered into a joint venture/farm-in agreement with Havilah Resources NL to earn a 60% interest in the Curnamona project for an exploration spend of $12.000M over 5 years. The project is prospective for IOCG and sediment hosted lead-zinc mineralisation and has an area of 4,573km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $15.760M (notional $3,446 A$/km2on 100% terms).	July 2011: Syndicated Metals Limited entered into a joint venture/farm-in agreement with Deep Yellow Limited to earn 80% of all mineral rights except uranium in the project for a minimum exploration spend of $0.80M over 4 years. The project is prospective for IOCG mineralisation and has an area of 650km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.826M (notional $1,271 A$/km2on 100% terms).	October 2010: AngloGold Ashanti Australia Limited entered into a joint venture/farm- in agreement with Stellar Resources Limited to earn a 75% interest in the Gawler Craton project with an exploration spend of $5.000M over 6 years. The project is prospective for IOCGU mineralisation and has an area of 1,130km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $6.667M (notional $5,900 A$/km2on 100% terms).	September 2010: Antofagasto PLC entered into a joint venture/farm-in agreement with Monax Mining Limited to earn a 51% interest in the Punt Hill project for an exploration spend of $4.495M over 4 years. The project is prospective for IOCG mineralisation and has an area of 1,278km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $7.285M (notional $5,700 A$/km2on 100% terms).
Project	Curnamona, South Australia	Mt Isa, Queensland	Gawler Craton, South Australia	Punt Hill Project, South Australia

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Implied Value / km2 (A$)	$3,088	$3,788	$15,693	$35,917
Purchase Price 100% Basis (A$)	$10.234M	$0.788M	$6.638M	$5.854
Area (km2)	3,314	208	423	163
Transaction Details & Type	August 2010: Straits Resources Limited entered into a joint venture/farm-in agreement with Uranium Exploration Australia Limited to earn a 70% interest in the Stuart Shelf tenements for an exploration spend of $10.000M over 7 years. The project is prospective for IOCGU mineralisation and has an area of 3,314km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $10.234M (notional $3,088 A$/km2on 100% terms).	April 2010: ActivEX Limited entered into a joint venture/farm-in agreement with Carpentaria Exploration Limited to earn a 75% interest in the Mt Agate project for an exploration spend of $0.750M over 5 years. The project is prospective for IOCG mineralisation and has an area of 208km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.788M (notional $3,788 A$/km2on 100% terms).	March 2010: Xstrata Mount Isa Mines Limited entered into a joint venture/farm-in agreement with Argo Exploration Limited to earn an initial 51% interest in the Intercept Hill project for an exploration spend of $4.000M over 3.5 years. The project is prospective for IOCG mineralisation and has an area of 423km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $6.638M (notional $15,693 A$/km2on 100% terms).	February 2010: Minotaur Exploration Limited entered into a joint venture/farm-in agreement with Red Metal Limited to earn a 70% interest in the Maitland project for an exploration spend of $6.000M over 8 years. The project is prospective for IOCG mineralisation and has an area of 163km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $5.854M (notional $35,917 A$/km2on 100% terms).
Project	Stuart Shelf, South Australia	Mt Agate Project, Queensland	Intercept Hill Project, South Australia	Maitland Project, South Australia

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Implied Value / km2 (A$)	$624	$4,408	$35,907	$2,034
Purchase Price 100% Basis (A$)	$0.954M	$0.727M	$5.099M	$3.340M
Area (km2)	1,530	165	142	1,642
Transaction Details & Type	August 2009: Beadell Resources Limited entered into a joint venture/farm-in agreement with Meteoric Resources Limited to earn an initial 51% interest in the Lake Mackay project for $0.140M in reimbursement of exploration costs and an exploration spend of $0.400M over 3 years. The project is prospective for IOCG mineralisation and has an area of 1,530km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.954M (notional $624 A$/km2 on 100% terms).	August 2009: Marmota Energy Limited entered into a joint venture/farm-in agreement with Meteoric Resources Limited to earn a 50% interest in the Melton project for an exploration spend of $0.400M over 2 years. The project is prospective for IOCGU mineralisation and has an area of 165km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.727M (notional $4,408 A$/km2on 100% terms).	June 2009: Panoramic Resources Limited entered into a joint venture/farm-in agreement with Territory Uranium Limited to earn an initial 51% interest in the Bluebush project for an exploration spend of $3.000M over 3 years. The project is prospective for IOCG mineralisation and has an area of 142km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $5.099M (notional $35,907 A$/km2on 100% terms).	March 2009: Redstone Resources Limited entered into a joint venture/farm-in agreement with a private vendor to earn an 80% interest in the Baggaley Hills project for an upfront payment of $0.505M and an exploration spend of $2.500M over 3 years. The project is prospective for IOCG mineralisation and has an area of 1,642km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $3.340M (notional $2,034 A$/km2on 100% terms).
Project	Lake Mackay Project, Western Australia	Melton Project, South Australia	Bluebush Project, Northern Territory	West Musgrave Baggaley Hills Project, Western Australia

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	*Table 2* *Market Transactions Involving Copper-Gold or IOCG Projects at the Exploration Stage in Australia*	Implied Value / km2 (A$)	$1,449	Note: Differences may occur due to rounding errors
		Purchase Price 100% Basis (A$)	$1.970M
		Area (km2)	1,360
		Transaction Details & Type	October 2008: Mithril Resources Limited entered into a joint venture/farm-in agreement with Cazaly Resources Limited to earn an 80% interest in the Huckitta project for an exploration spend of $2.000M over 5 years. The project is prospective for IOCG mineralisation and has an area of 1,360km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $1.970M (notional $1,449 A$/km2on 100% terms).
		Project	Huckitta Project, Northern Territory

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4.4.2 Commodity Prices

Ravensgate has examined the historical commodity chart for copper (Figure 5) and gold (Figure 6) for general trends over time. A general analysis of the price chart for copper in Figure 5 shows a sharp price decline from April 2008 to December 2008, followed by general price increase until February 2011, from where the price stabilised and then declined. Since October 2011 the copper price has remained relatively steady trading around the US$8,000 mark. A general analysis of the price chart for gold in Figure 6 shows a continuous price increase with only a short period of slight price decline between April and November 2008. In recent months the gold price has remained relatively steady although showing a significant rise in late 2011 interpreted to be partly a response to the “ European Debt Crisis ” . Ravensgate has taken into consideration the general commodity trend as an influence on deriving a final project valuation.

Figure 5 Copper Five Year Monthly Average Price Chart to October 2012

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

12,000
Copper
10,000
8,000
6,000
4,000
2,000
0
Source: Indexmundi.com
Figure 6 Gold Five Year Monthly Average Price Chart to October 2012
2,000
Gold
1,500
1,000
500
0
Copper
US Dollars per Metric Tonne of
Oct-07 Dec-07 Feb-08 Apr-08 Jun-08 Aug-08 Oct-08 Dec-08 Feb-09 Apr-09 Jun-09 Aug-09 Oct-09 Dec-09 Feb-10 Apr-10 Jun-10 Aug-10 Oct-10 Dec-10 Feb-11 Apr-11 Jun-11 Aug-11 Oct-11 Dec-11 Feb-12 Apr-12 Jun-12 Aug-12 Oct-12
US Dollars per Troy Ounce of Gold
Oct-07 Dec-07 Feb-08 Apr-08 Jun-08 Aug-08 Oct-08 Dec-08 Feb-09 Apr-09 Jun-09 Aug-09 Oct-09 Dec-09 Feb-10 Apr-10 Jun-10 Aug-10 Oct-10 Dec-10 Feb-11 Apr-11 Jun-11 Aug-11 Oct-11 Dec-11 Feb-12 Apr-12 Jun-12 Aug-12 Oct-12
----- End of picture text -----

Source: Indexmundi.com

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4.5 Mineral Asset Valuation

4.5.1 Top Up Rise Project, Western Australia

4.5.1.1. Selection of Valuation Method

The TUR project, in which Corazon has entered into an earn in agreement with Border can be classified as an “Exploration Area” mineral asset as defined in Section 4.1.

A Mineral Resource as defined in the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code - 2004 Edition) has not been reported for the TUR project. In valuing the mineral asset of the TUR project, Ravensgate considers the “ DCF/NPV ” method inappropriate.

Ravensgate has elected to apply the Comparable Transaction method to value the project after consideration of the various valuation methods outlined in Section 4.1 and the geological / exploration information outlined in Section 3.

4.5.1.2. Project Analysis – Comparable Transactions Method

Ravensgate’s analysis of Australian market transactions for Exploration Area Mineral Asset copper-gold / IOCG(U) projects (Table 2) suggests an implied value between $170 and $35,917 per km[2] for Exploration Area Mineral Assets, with no estimated Mineral Resources in accordance of the JORC Code 2004. Within this range mor e “green - fields” exploration projects with geophysical anomalies but, no known drilling or geochemical anomalism range from $170 to $2,615 per km[2] , more advanced projects with some drilling and or the presence of copper-gold mineralisation where prospects have been defined range from $2,615 to $5,900 per km[2] , and most advanced “brownfields” projects with defined drill targets and copper-gold mineralisation typically range from $5,900 to $35,917 per km[2] . Assets of strategic value sit at the highest end of the range ($13,271 to $35,917per km[2] ).

Ravensgate has derived implied ranges and preferred values per km[2] based on the interpreted prospectivity of each tenement for the TUR project to apply to the area of each tenement (Table 3). The implied range and preferred value attributed to E80/4427 reflects the quality and size of the geophysical gravity anomaly defined by Border. The implied range and preferred value attributed to E80/4583 reflect that at present there are no targets on this tenement due to little or no exploration. The range and preferred value attributed to E80/4584 reflects the quality and size of the historical BHP geophysical gravity anomalies. These values for the three tenements relate to approximately $1.706M to $2.860M. From this range a preferred value of $2.283M has been selected. This value reflects the stage of exploration at the project and the quality of the exploration ground. The project is still at a very early stage of exploration with many areas largely unexplored, but it has a number of geophysical anomalies requiring follow up exploration. Ravensgate considers the TUR Project is of merit and worthy of further exploration.

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	*Table 3* *Comparative Transactions Valuation for the TUR*						*Project*
TUR Project	Mineral Asset	Area km2	Value per		km2		Valuation
			Low $	High $	Preferred $	Low $M	High $M	Preferre d $M
E80/4427	Exploration Area	425	$2,000	$3,000	$2,500	$0.850	$1.275	$1.063
E80/4583	Exploration Area	451	$500	$1,000	$750	$0.226	$0.451	$0.338
E80/4584	Exploration Area	504	$1,250	$2,250	$1,750	$0.630	$1.134	$0.882
Total	Exploration Area	1,380	Various	Various	Various	$1.706	$2.860	$2.283

The valuation has been compiled to an appropriate level of precision and minor rounding errors may occur.

4.6 Valuation Summary

Ravensgate has concluded that the Top Up Rise project is of merit and worthy of further exploration.

A summary of the TUR project valuation in 100% ownership percentage terms is provided in Table 4. The applicable valuation date is 12 December 2012 and is derived from using the Comparable Transactions valuation method. The value of the TUR project is considered to lie in a range from $1.706M to $2.860M, within this range Ravensgate has selected a preferred value of $2.283M, which is about the middle of the range.


*Table 4* *Summary TUR Project Technical Valuation*				*in 100% Ownership Terms*
Project	Mineral Asset	Ownership %	Area km2		Valuation
				Low $M	High $M	Preferred $M
Top Up Rise	Exploration Area	100%	1,380	$1.706	$2.860	$2.283
TOTAL	Exploration Area	100%	1,380	$1.706	$2.860	$2.283

The valuation has been compiled to an appropriate level of precision and minor rounding errors may occur.

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5. TENEMENT DETAILS


	*Table 5* *Top Up Rise Project Tenement Details*
Tenement ID	Status	Holders	Expiry Date	Area(km2)
E80/4427 E80/4583 E80/4584	Granted Granted Granted	Border Exploration Pty Ltd Border Exploration Pty Ltd Border Exploration PtyLtd	26/05/2016 10/06/2017 10/06/2017	425 451 504

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6. REFERENCES

ActivEX, 2010. Farmin to Mt Agate Project, Cloncurry District. ActivEX Limited.

Archer, 2012. Archer Sells West Roxby Area Tenements. Archer Exploration Limited.

Argo, 2010. Argo enters into Farm-in Joint Venture with Xstrata Copper. Argo Exploration Limited.

Beadell, 2009. Meteoric Farm In Agreement Lake Mackay Project. Beadell Resources Limited.

– Corazon, 2012. Base and Precious Metals Explorer Australia & Canada, Broker & Investor Presentation, November 2012. Corazon Mining Limited.

Corazon, 2012. Corazon Acquires Giant Copper-Gold Target in WA. Corazon Mining Limited.

Ero, 2012. Ero Mining Ltd and Monax Alliance sign agreement for exploration over the Northern Gawler Craton IOCGU Project. Ero Mining Limited.

Fitzgerald, L. G., 1998. Annual Technical Report Mt Webb Project Western Australia Exploration Licences 80/2039 to 80/2042 For the Period 23 October 1996 to 31 December 1997 and Exploration Licence 80/2255 to 80/2265 Fro the Period 25 August 1997 to 31 December 1997. Aurora Gold (W.A.) Pty Ltd.

Grimeley, M., 1999. Exploration Licence EL80/2120: Top Up Rise Annual Report For the period ending 20[th] May 1999. BHP Minerals Pty Ltd.

Havilah, 2011. Option and JV Agreement with MMG Exploration Curnamona ELs and Proposed Share Placement. Havilah Resources NL.

JORC, 2004. Australasian Code for Reporting of Mineral Resources and Ore Reserves (The JORC Code) prepared and jointly published by: The Joint Ore Reserve Committee of the Australasian Institute of Mining and Metallurgy, Australia Institute of Geosciences and the Minerals Council of Australia (JORC) Published December 2004.

– Marmota, 2009. Joint Venture for Iron Oxide Copper-Gold-Uranium Melton Project, South Australia. Marmota Energy Limited.

Minotaur, 2012. Minotaur Sells Roxby Downs Area Tenements For $10 Million. Minotaue Exploration Limited.

Minotaur, 2011. Completion of Tenement Purchase by Spencer Resources. Minotaur Exploration Limited.

Minotaur, 201. Minotaur Farm-in to Maitland Copper-Gold-Rare Earth Project in South Australia. Minotaur Exploration Limited.

– Mithril, 2012. Illogwa IOCG Target Area Completion of Sammy JV Earn In. Mithril Resources Limited.

Monax, 2010. Punt Hill Farm-In Agreement with Major Copper Miner. Monax Mining Limited.

Mt Isa, 2011. Earn-in and JV Agreement With Xstrata Mount Isa Mines Over The Boomara Project (Mount Isa Region). Mt Isa Metals Limited.

Panoramic, 2009. Bluebush Copper-Gold Exploration Agreement Signed with Territory Uranium. Panoramic Resources Limited.

Phoenix, 2012. Phoenix Copper Increases Yorke Peninsula Land Holding. Phoenix Copper Limited.

Raetz, M., 1998. Mt Webb, Western Australia Exploration Licences E80/2121, 2122 Surrender Report. BHP Minerals.Pty Ltd

Raetz, M., 1997. Mt Webb, Western Australia Exploration Licences E80/2120, 2121, 2122 Annual – Report For The period 21 May 1996 20 May 1997. BHP Minerals.Pty Ltd

Redstone, 2009. Redstone Announces West Musgrave Baggaley Hills Project Joint Venture and $500,000 Capital Raising. Redstone Resources Limited.

Scrimgeour, I. R., Kinny, P.D., Close, D.F., and Edgoose, C.J., 2005. Hig-T granulaites and polymetamorphism in the Southern Arunta Region, central Australia; Evidence for a 1.64Ga accretionary event. Precambrian Research. V. 142, p. 1-27.

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Smith, B. 2012. Annual Report for Tenement E80/4427 Desert Road Lease Top Up Rise Project For The Period 27 May 2011 to 26 May 2012. Border Exploration Pty Ltd.

Stellar, 2010. Copper/Gold Joint Venture with AngloGold Ashanti. Stellar Resources Limited.

Syndicated, 2011. New JV Agreement Secures Additional Stand Out Copper & Gold Targets. Syndicated Metals Limited.

Tasman, 2012. Tasman Agrees To Sell Six Stuart Shelf Area Tenements. Tasman Resources Limited.

Transol, 2011. Transol Corporation Limited enters into Joint Venture Agreement with Sturt Resources. Transol Corporation Limited.

Uranium, 2010. Straits Resources Ltd Si gns Joint Venture Agreement With UXA To Explore UXA’s South Australian Tenements. Uranium Exploration Australia Limited.

VALMIN, 2005. Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets – and Securities for Independent Expert Reports The VALMIN Code, 2005 Edition.

Wyborn, L., Hazell, M., Page, R., Idnurm, M., and Sun, S., 1998. A newly discovered major Proterozoic granite-alteration system in the Mount Webb region, Central Australia, and implication for Cu-Au mineralisation. AGSO Research Newsletter, 28, 5p.

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7. GLOSSARY

GLOSSARY
Aeromagnetic	A survey undertaken by helicopter or fixed-wing aircraft for the
	purpose of recording magnetic characteristics of rocks by measuring
	deviations of the Earth’s magnetic field.
airborne geophysical	Data pertaining to the physical properties of the Earth’s crust at or
data	near surface and collected from an aircraft.
Aircore	Drilling method employing a drill bit that yields sample material which
	is delivered to the surface inside the rod string by compressed air.
Alluvial	Pertaining to silt, sand and gravel material, transported and deposited
	by a river.
Alluvium	Clay silt, sand, gravel, or other rock materials transported by flowing
	water and deposited in comparatively recent geologic time as sorted
	or semi-sorted sediments in riverbeds, estuaries, and flood plains, on
	lakes, shores and in fans at the base of mountain slopes and estuaries.
Alteration	The change in the mineral composition of a rock, commonly due to
	hydrothermal activity.
Andesite	An intermediate volcanic rock composed of andesine and one or more
	mafic minerals.
Anomalies	An area where exploration has revealed results higher than the local
	background level.
Antiformal	An anticline-like structure.
Archaean	The oldest rocks of the Precambrian era, older than about 2,500
	million years.
Assayed	The testing and quantification metals of interest within a sample.
Au	Chemical symbol for gold.
Bedrock	Any solid rock underlying unconsolidated material.
Carbonate	Rock of sedimentary or hydrothermal origin, composed primarily of
	calcium, magnesium or iron and CO3. Essential component of
	limestones and marbles.
Chert	Fine grained sedimentary rock composed of cryptocrystalline silica.
Chlorite	A green coloured hydrated aluminium-iron-magnesium silicate mineral
	(mica) common in metamorphic rocks.
Clastic	Pertaining to a rock made up of fragments or pebbles (clasts).
Depletion	The lack of gold in the near-surface environment due to leaching
	processes during weathering.
Dolerite	A medium grained mafic intrusive rock composed mostly of pyroxenes
	and sodium-calcium feldspar.
Ductile	Deformation of rocks or rock structures involving stretching or bending
	in a plastic manner without breaking.
Dykes	A tabular body of intrusive igneous rock, crosscutting the host strata
	at a high angle.
Erosional	The group of physical and chemical processes by which earth or rock
	material is loosened or dissolved and removed from any part of the
	Earth’s surface.
fault zone	A wide zone of structural dislocation and faulting.
Feldspar	A group of rock forming minerals.
Felsic	An adjective indicating that a rock contains abundant feldspar and
	silica.

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Foliated	Banded rocks, usually due to crystal differentiation as a result of
	metamorphic processes.
follow-up	A term used to describe more detailed exploration work over targets
	generated by regional exploration.
g/t	Grams per tonne, a standard volumetric unit for demonstrating the
	concentration of precious metals in a rock.
Gabbro	A fine to coarse grained, dark coloured, igneous rock composed mainly
	of calcic plagioclase, clinopyroxene and sometimes olivine.
Geochemical	Pertains to the concentration of an element.
Geophysical	Pertains to the physical properties of a rock mass.
Granite	A coarse-grained igneous rock containing mainly quartz and feldspar
	minerals and subordinate micas.
Granodiorite	A coarse grained igneous rock composed of quartz, feldspar and
	hornblende and/or biotite.
greywackes	A sandstone like rock, with grains derived from a dominantly volcanic
	origin.
hydrothermal fluids	Pertaining to hot aqueous solutions, usually of magmatic origin, which
	may transport metals and minerals in solution.
igneous	Rocks that have solidified from a magma.
infill	Refers to sampling or drilling undertaken between pre-existing sample
	points.
intermediate	A rock unit which contains a mix of felsic and mafic minerals.
intrusions	A body of igneous rock which has forced itself into pre-existing rocks.
IOCG	Iron Oxide Copper Gold mineralisation.
IOCG(U)	Iron Oxide Copper Gold (Uranium) mineralisation.
ironstone	A rock formed by cemented iron oxides.
joint venture	A business agreement between two or more commercial entities.
laterite	A cemented residuum of weathering, generally leached in silica with a
	high alumina and/or iron content.
lead	A metallic element, the heaviest and softest of the common metals.
magnetite	A mineral comprising iron and oxygen which commonly exhibits
	magnetic properties.
metamorphic	A rock that has been altered by physical and chemical processes
	involving heat, pressure and derived fluids.
Mt	Million Tonnes.
mylonite	A hard compact rock with a streaky or banded structure produced by
	extreme granulation of the original rock mass in a fault or thrust zone.
outcrops	Surface expression of underlying rocks.
pegmatite	A very coarse grained intrusive igneous rock which commonly occurs in
	dyke-like bodies containing lithium-boron-fluorine-rare earth bearing
	minerals.
porphyries	Felsic intrusive or sub-volcanic rock with larger crystals set in a fine
	groundmass.
ppb	Parts per billion; a measure of low level concentration.
Proterozoic	An era of geological time spanning the period from 2,500 million years
	to 570 million years before present.
regolith	The layer of unconsolidated material which overlies or covers in situ
	basement rock.
residual	Soil and regolith which has not been transported from its point or

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	origin.
resources	In situ mineral occurrence from which valuable or useful minerals may
	be recovered.
rhyolite	Fine-grained felsic igneous rock containing high proportion of silica
	and felspar.
rock chip sampling	The collection of rock specimens for mineral analysis.
schist	A crystalline metamorphic rock having a foliated or parallel structure
	due to the recrystallisation of the constituent minerals.
scree	The rubble composed of rocks that have formed down the slope of a
	hill or mountain by physical erosion.
sedimentary	A term describing a rock formed from sediment.
sericite	A white or pale apple green potassium mica, very common as an
	alteration product in metamorphic and hydrothermally altered rocks.
shale	A fine grained, laminated sedimentary rock formed from clay, mud
	and silt.
sheared	A zone in which rocks have been deformed primarily in a ductile
	manner in response to applied stress.
sheet wash	Referring to sediment, usually sand size, deposited over broad areas
	characterised by sheet flood during storm or rain events. Superficial
	deposit formed by low temperature chemical processes associated
	with ground waters, and composed of fine grained, water-bearing
	minerals of silica.
silica	Dioxide of silicon, SiO2, usually found as the various forms of quartz.
sills	Sheets of igneous rock which is flat lying or has intruded parallel to
	stratigraphy.
silts	Fine-grained sediments, with a grain size between those of sand and
	clay.
soil sampling	The collection of soil specimens for mineral analysis.
stocks	A small intrusive mass of igneous rock, usually possessing a circular or
	elliptical shape in plan view.
strata	Sedimentary rock layers.
stratigraphic	Composition, sequence and correlation of stratified rocks.
stream sediment	The collection of samples of stream sediment with the intention of
sampling	analysing them for trace elements.
strike	Horizontal direction or trend of a geological structure.
	Poorly exposed bedrock.
sulphide	A general term to cover minerals containing sulphur and commonly
	associated with mineralisation.
supergene	Process of mineral enrichment produced by the chemical
	remobilisation of metals in an oxidised or transitional environment.
tectonic	Pertaining to the forces involved in or the resulting structures of
	movement in the Earth’s crust.
veins	A thin infill of a fissure or crack, commonly bearing quartz.
volcanics	Formed or derived from a volcano.
zinc	A lustrous, blueish-white metallic element used in many alloys
	including brass and bronze.

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– Appendix 4 Valuation of Options issued as art of the Sta e 1 Consideration p g

Valuation Methodology

We have used the Black Scholes option pricing model to calculate the value of the Corazon Options.

Under option valuation theory, no discount is made to the fundamental value derived from the option valuation model for unlisted options over listed shares. Option pricing models assume that the exercise of an option does not affect the value of the underlying asset.

In valuing the Corazon Options, we made the following assumptions regarding the inputs required for our option pricing model.

Value of the Underlying Shares

As the Stage 1 Interest gives Border a minority interest in Corazon, we have used the value obtained under the QMP methodology, which is a minority interest as an input to our valuation of the Corazon Options.

Based on our assessment of the value of a Corazon share in Section 10.1, we have used $0.025, $0.028 and $0.030 as the underlying share price to arrive at the low, preferred and high values of the Corazon Options issued as part of the Stage 1 Consideration.

Exercise Price of the Options

The exercise price is the price at which the underlying ordinary shares will be issued. The exercise price for the Options is calculated as 134% of the VWAP of Corazon shares for the five trading days prior to the date that shareholder approval for the grant is obtained.

Valuation Date

We have valued the Options as at 26 October 2012, being the last full trading day before the announcement of the Transaction.

Life of the Options

We have estimated the life of the Corazon Options for the purpose of our valuation. The minimum life of an option is the length of any vesting period. The maximum life is based on the expiry date, which is the remaining term of an option from the valuation date of the options to the expiry date.

There are many factors that determine the rationale for exercising options and therefore, the effective life of those options.

There is a limited track record of unlisted options being exercised early. Generally, early exercise occurs:

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If the options are deep in the money as it is profitable for the holder of the option to exercise the options
If the stock pays a dividend as the opportunity cost of holding the option is high

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If the volatility of the underlying share price is low as the probability of the options becoming deeper in the money is low relative to a highly volatile stock
When the options are held by junior level employees. Senior employees are more likely to continue their employment with the company and therefore there is no incentive to exercise their options.

For the purpose of this valuation, we have assumed an exercise date as the expiry date, giving an effectife life of the Options of three years.

Expected Volatility of the Share Price

Expected volatility is a measure of the amount by which a price is expected to fluctuate during a period. The measure of volatility used in option pricing models is the annualised standard deviation of the continuously compounded rates of return on the share over a period of time.

Many techniques can be applied in determining volatility, with a summary of the methods we use below:

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The square root of the mean of the squared deviations of closing prices from a sample. This can be calculated using a combination of the opening, high, low, and closing share prices each day the underlying security trades for all days in the sample time period chosen
The exponential weighted moving average model adopts the closing share price of the Company in a given time period. The model estimates a smoothing constant using the maximum likelihood method, which estimates volatility assuming that volatility is not a constant measure and is predicted to change in the future
The generalised autoregressive conditional heteroscedasticity model. This model takes into account periods of time where volatility may be higher than normal and/or lower than normal, as well as the tendency for the volatility to run at its long run average level after such periods of abnormality. The model will calculate the rate at which this is likely to occur from the sample of prices thereby enabling estimates of future volatility by time to be made.

The recent volatility of the share price of Corazon was calculated over one, two and three year periods up until 26 October 2012, using data extracted from Bloomberg. On this basis, we used a future estimated volatility level of 130% for Corazon in our pricing model.

Risk-Free Rate of Interest

We have used the Australian Government three-year bond rate of 2.63% as at the valuation date as the input to our option pricing model.

Dividends Expected on the Shares

Corazon is not expected to pay a dividend during the life of the Options.

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Conclusion

We set out below our conclusions as to the value of the Corazon Options:

	Low $	Preferred $	High $
Item


Underlying Security spot price	$0.025	$0.025	$0.025

Exercise price	$0.035	$0.035	$0.035

Issue date	26 October 2012	26 October 2012	26 October 2012

Expiration date	26 October 2015	26 October 2015	26 October 2015

Life of the Options	3.00	3.00	3.00

Volatility	130%	130%	130%

Risk free rate	2.63%	2.63%	2.63%



Number of Options	15,000,000	15,000,000	15,000,000

Valuation per Option	$0.018	$0.020	$0.022

Valuation per Tranche	$270,000	$300,000	$330,000

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CORAZON MINING LIMITED — Proxy Solicitation & Information Statement 2012

64747_rns_2012-12-19_7ff9822f-6061-40e6-be7d-39df3d2f3538.pdf

CORAZON MINING LIMITED

Notice of Meeting

NOTICE OF GENERAL MEETING

CONTENTS PAGE

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

AGENDA

1. RESOLUTION 1 – ACQUISITION OF A RELEVANT INTEREST IN THE COMPANY’S VOTING SHARES

2. RESOLUTION 2 – ISSUING SECURITIES TO A RELATED PARTY AND ACQUISITION OF A SUBSTANTIAL ASSET FROM A RELATED PARTY

DATED: 14 DECEMBER 2012

BY ORDER OF THE BOARD

EXPLANATORY STATEMEN T

1. RESOLUTION 1 – ACQUISITION OF A RELEVANT INTEREST IN THE COMPANY’S VOTING SHARES

1.1 Background

( Border Shareholders ).

1.2 TUR Project

1.3 Terms of Acquisition

( Conditions Precedent ).

( Stage 3 Consideration ).

1.4 Item 7 of Section 611 of the Corporations Act

Section 606 of the Corporations Act – Statutory Prohibition

Voting Power

Associates

Relevant Interests

Reason Why Section 611 Approval Required

Increase in Relevant Interest

Prescribed Information – ASIC Regulatory Guide

(a) Identity of the Acquirer and its Associates

(b) Relevant Interests and Voting Power

(c) Intentions of the Border Shareholders

(d) Particulars of Proposed Allotment

Notes:

(e) Interests and Recommendations of Directors

(f)

Advantages of the Acquisition

(g) Disadvantages of the Acquisition

2. RESOLUTION 2 – ISSUING SECURITIES TO A RELATED PARTY AND ACQUISITION OF A SUBSTANTIAL ASSET FROM A RELATED PARTY

2.1 ASX Listing Rule 10.1

2.2 Independent Expert’s Report

2.3 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

2.4

Shareholder Approval (ASX Listing Rule 10.11)

2.5 Directors Recommendations

GLOSSARY

SCHEDULE 1 – TERMS AND CONDITIONS OF CONSIDERATION OPTIONS

(a) Entitlement

(b) Exercise Price

(c) Expiry Date

(d) Exercise Period

(e) Notice of Exercise

(f) Exercise Date

(g) Timing of issue of Shares on exercise

(h)

Shares issued on exercise

(i) Quotation of Shares issued on exercise

(j) Reconstruction of capital

(k) Participation in new issues

(l) Change in exercise price

(m) Unquoted

(n)

Transferability

Financial Services Guide

12 December 2012

Financial Services Guide

Information about us

Financial services we are licensed to provide

General Financial Product Advice

Fees, commissions and other benefits that we may receive

Remuneration or other benefits received by our employees

Referrals

Complaints resolution

CORAZON MINING LIMITED Proxy Solicitation & Information Statement 2012