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COZIRON RESOURCES LTD ACN 112 866 869

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT AND INDEPENDENT EXPERTS REPORT

General Meeting to be held at Level 24, 44 St Georges Terrace, Perth on Thursday, 13 September 2012 commencing at 9.00am (WST).

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Coziron Resources Ltd will be held at Level 24, 44 St Georges Terrace, Perth on Thursday, 13 September 2012, commencing at 9.00am (WST).

SPECIAL BUSINESS

The business to be transacted at the General Meeting is the proposal of Resolutions 1 and 2 below.

1. Resolution 1 – Approval of Issue of Consideration Shares in the Company to Yandal on the Company exercising an option to purchase 100% of the ordinary shares in Buddadoo and KingX from Yandal

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

“That subject to the approval of Resolution 2 and for the purposes of sections 611 (Exception 7) and section 208(1) of the Corporations Act, ASX Listing Rules 10.1 and 10.11, and for all other purposes, Shareholder approval is given for the Directors to issue 221,826,667 Consideration Shares in the Company to Yandal.”

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, accept a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. 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 the direction on the Proxy Form to vote as the proxy decides.

2. Resolution 2 – Approval of Issue of Consideration Shares in the Company to Motwil on the Company exercising an option to purchase 100% of the ordinary shares in Zanthus from Motwil

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

“That subject to the approval of Resolution 1 and for the purposes of sections 611 (Exception 7) and section 208(1) of the Corporations Act, ASX Listing Rule 10.11, and for all other purposes, Shareholder approval is given for the Directors to issue 278,173,333 Consideration Shares in the Company to Motwil.”

Voting Exclusion Statement

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Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of Meeting and should be read in conjunction with it.

Resolutions 1 and 2 inclusive are subject to and conditional upon each resolution being passed. Accordingly, the resolutions should be considered collectively as well as individually.

The Glossary in the Explanatory Statement which contains definitions of capitalized terms used in this notice of General Meeting and the Explanatory Statement.

Proxies

Please note that:

(a) a Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company;
(c) a Shareholder may appoint a body corporate or an individual as its proxy;
(d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and
(e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the General Meeting or handed in at the General Meeting when registering as a corporate representative.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 9.00am (WST) on Tuesday, 11 September 2012. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the General Meeting.

By Order of the Board of Directors

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Stephen Hewitt-Dutton Company Secretary Coziron Resources Ltd 13 August 2012

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Explanatory Statement

1. INTRODUCTION

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted pursuant to the Company’s Notice of Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

2. ISSUE OF CONSIDERATION SHARES FOR ACQUISITION OF ENTITIES

2.1 Resolutions 1 and 2

On 30 December 2011, the Company entered into three share sale and purchase agreements with Yandal and Motwil to purchase all of the issued shares in three companies on the terms set out below (“ Sale Agreements ”). The Sale Agreements were varied by deeds of variation on 16 July 2012 (“ Deeds ”) (collectively, the “ Agreements ”).

(a) Agreement to purchase 100% of the ordinary fully paid shares in Buddadoo from Yandal, which will result in the issue of 117,346,667 Consideration Shares in the Company to Yandal.
(b) Agreement to purchase 100% of the ordinary fully paid shares in KingX from Yandal, which will result in the issue of 104,480,000 Consideration Shares in the Company to Yandal.
(c) Agreement to purchase 100% of the ordinary fully paid shares in Zanthus from Motwil, which will result in the issue of 278,173,333 Consideration Shares in the Company to Motwil.

The two Vendor companies referred to above are controlled by Mark Creasy and between them, own 100% of the ordinary shares in Buddadoo, KingX and Zanthus. Resolutions 1 and 2 require Shareholder approval to purchase all of the issued shares in Buddadoo, KingX and Zanthus from the Vendors.

2.2 Background to proposed Transactions

On 30 December 2011 the Company entered into Sale Agreements (amended by Deeds of Variation dated 16 July 2012) with Yandal and Motwil to acquire three separate companies in Western Australia. The consideration for these acquisitions is 500 million Consideration Shares in the Company valued at AUD $15,000,000 at the price negotiated at the time of entering the Sale Agreement of $0.03. At the current share price of $0.07 (1 August 2012) the Consideration Shares have a value of $35,000,000. The Vendors would retain a 15%, interest in the Joint Venture discussed below, being free carried

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through until the conclusion of any Bankable Feasibility Study on the Tenements.

The Tenements owned by these companies are described in greater detail in section 2.4 below, but provide the Company with a significant presence in two of Western Australia’s most prolific mineral fields, being the Hamersley Basin of the Pilbara, and the Archaen Gullewa Greenstone Belt of the Midwest region. These two projects are supplemented by a significant holding in the highly prospective but underexplored Earaheedy Basin in the Yilgarn craton 120 kilometres northeast of Wiluna.

The Tenements are highly prospective for significant iron ore deposits occurring as haematite and/or magnetite, titaniferous vanadiferous magnetite and manganese ore resources. The key Midwest and Pilbara tenements are also exceptionally well located in respect of existing and planned infrastructure.

The Company plans to fast track exploration and project development to become an integrated supplier of raw materials to steel producers. This will commence with a search for a suitable CEO to build a team to move the projects through exploration and development stages.

The acquisition of Buddadoo, KingX and Zanthus which own these Tenements is subject to Shareholder approval.

The entities to be acquired are currently owned by Yandal and Motwil. Mark Creasy is the sole director and shareholder of both Yandal and Motwil. Mark Creasy is a private prospector and mining investor with interests in many mining and exploration projects in Western Australia. He is credited with discovery of the Jundee deposit in Western Australia. The Jundee mine has produced over 5.3 million ounces of gold since mining commenced.

2.3 Key Aspects of the Agreements

Prior to completion under the Agreements, a number of conditions must be satisfied, including:

(a) obtaining the relevant approvals, if any, under the Mining Act;
(b) the Company maintaining a balance of $2,000,000 in its share applications account; and
(c) Shareholder approval as contemplated by this Notice of Meeting.

The Company currently has $2,000,000 held in its share application account in accordance with point (b) above. The Company intends to allot 20,000,000 Shares in respect of the applications received following passing of Resolutions 1 and 2.

Under the Agreements, the Creasy Group is entitled to be reimbursed for prior expenditure on the tenements acquired. The amount to be reimbursed is set out in the table below. Reimbursement is subject to approval of the ASX and the Company raising a minimum of $7,000,000 by 30 June 2013. In the event that the Company has not raised $7,000,000 by 30 June 2013 the date may

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be extended to 30 June 2014 or the amount reimbursed through the issue of Shares.

Shares.
Project	Payee	Amount
Buddadoo	Yandal	$565,697.15
Zanthus	Motwil	$975,757.70
KingX	Yandal	$267,011.80

The Company has engaged Renaissance Securities (Cyprus) Limited to act as lead manager for an issue of new Shares to raise approximately US$15-20 million. The engagement is subject to conditions including:

(i) approval of Renaissance’s commitments committees;
(ii) final documentation;
(iii) regulatory approvals;
(iv) due diligence; and
(v) no adverse change in the Company or market.

Under the engagement the price of securities issued in the raising is to be agreed. Accordingly the Company is not able to state the number of shares to be issued. Funds raised under the engagement will satisfy the $7,000,000 capital raising condition referred to above, and is not in addition to that amount.

The issue of additional Shares referred to above is subject to any regulatory approvals if required. Shareholders should note that the raising of further capital through the issue of shares will have a dilutionary effect on their current shareholdings.

Prior to the Company finalising any purchase of shares in Buddadoo, KingX and Zanthus, each of these companies is required to enter into a Joint Venture Agreement with the entity holding the remaining fifteen percent (15%) interest in each of the projects. The initial Managers of the Joint Ventures will be Buddadoo, KingX and Zanthus respectively (“ Coziron Subsidiary ”).

The Joint Venture agreements are on industry standard terms and conditions and contain dilution clauses in the event that a party fails to meet its contribution with the party’s interest converting to a 2.5% of FOB Revenue for a Designated Ore Product and in all other cases, 2.5% of Net Profit from the mining joint venture in the event that their Joint Venture interest falls below five percent (5%).

Should a party commit an act of default under the Joint Venture Agreement, the non defaulting party will be entitled to purchase the other parties interest for 90% of its fair value, based on two independent valuations.

All Joint Venture Agreements require the Company to guarantee the performance of the Coziron Subsidiary to the Creasy Company (“ Guarantee ”). These Guarantees terminate upon the Company selling all of its shares in the Coziron Subsidiary.

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2.4 Nature of Tenements owned by Companies

(a) Zanthus

Zanthus holds seven contiguous granted exploration tenements and two granted prospecting licenses in the Pilbara’s iron producing Hamersley Basin. The tenements are adjacent to the North West Coastal Highway and 120 kilometres southwest of Karratha and the Port of Dampier. Established infrastructure traverses the tenements, including the Robe River Railway and the Dampier-Bunbury gas pipeline. The proposed railway for the Australian Premium Iron (API) Joint Venture is expected to cross through the tenements and continue to the proposed Anketell Port, west of Cape Lambert.

The Archean Hamersley Province of the Pilbara is a major world iron ore province with high grade iron ore mines occurring over an area of 400 kilometres by 150 kilometres. Banded iron formation (BIF) is the major source of iron with the sediments of the Hamersley Group containing the bulk of the deposits.

The main economic rock units for BIF iron ore in the Hamersley region are the Brockman and Marra Mamba formations. Early stage exploration has mapped abundant outcrop with iron levels greater than 50% in similar stratigraphy to major operating mines.

In 2009 Zanthus commissioned UTS Geophysics to conduct a 25,555 kilometre aeromagnetic-radiometric line survey over the tenements, with data compilation and interpretation completed by Southern Geoscience. Both magnetic and radiometric signatures were used to infer lithologies and structures under cover, revealing that Hamersley Group rocks are very likely to exist under shallow cover away from known outcrop.

Brockman and Marra Mamba Formations outcrop over 26 kilometres and 29 kilometres of strike respectively with total strike length on the tenements as a result of magnetic imagery estimated at more than 50 kilometres.

Channel Iron Deposits (CID) are another significant source of iron ore mined in the Pilbara. CIDs are often found as pods within depressions in ancient palaeochannels and are a cheaply extracted source of high grade iron ore as the resources tend to have low strip ratios, can be dry mined and are conventional direct shipping ore. There are abundant CID operating mines and deposits in proximity to the Zanthus tenements.

Rio Tinto’s Mesa A and Mesa J are both operating CID mines with combined annual production of greater than 30 million tpa whilst undeveloped CID’s in proximity to the Zanthus tenements include Warramboo, Mesa B-F and Mesa H-K, as well as Jewel, Cochrane, Ken’s Bore, Cardo Bore East and Upper Cane.

Publicly listed Red Hill Iron Ore Ltd owns the rights to CID deposits in the western half of one Zanthus tenement (E08/1685, shown on Figure 2) and have to date identified an inferred resource of 71 million tonnes of ore at

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54.1% Fe[1] . Red Hill have no rights to high grade hematite banded iron formations that may exist on the Zanthus tenements.

Additional CIDs have been mapped in the Eastern section of E08/1685 and potential exists for undiscovered CIDs under shallow cover.

The Company will acquire an eighty five percent (85%) interest in the tenements identified below. Various maps showing the Tenement locations, infrastructure, geology and magnetic are shown in Figures 1 and 2.

Lease	Type	Area
E08/1060	Exploration License	4 blocks
E08/1684	Exploration License	141 blocks
E08/1685	Exploration License	141 blocks
E08/1686	Exploration License	148 blocks
E08/1824	Exploration License	3 blocks
E08/1825	Exploration License	5 blocks
E08/1826	Exploration License	24 blocks
P08/0529	Prospecting License	150.552 hectares
P08/0530	ProspectingLicense	100.204 hectares

Iron ore mining in the Pilbara region currently sees combined production of greater than 400 million tonnes of ore per annum, with numerous operating mines and large scale infrastructure supporting this annual movement. Ongoing demand has continued to drive intense capital investment in the region with several planned and recently completed projects aiming to expand production rates. Some examples are listed below:

CITIC Pacific Mining is in the final stages of developing the Sino Iron project, 50 kilometres to the north of the Zanthus tenements. Five billion tonnes of magnetite ore resources have been established. Initial production is expected to be at an annualized 24 million tpa, but the Project has the potential to expand to 70 million tpa.
Aquila Resources and American Metals and Coal International formed the Australian Premium Iron Joint Venture (API JV) in 2005 with the goal of developing a series of iron ore mines 10 to 60 kilometres to the south of the Zanthus tenements. The proposed mines are integrated with a planned transport network including a 160 kilometres heavy haul railway and new port at Anketell Point. The API JV plans to export 25 million tpa of ore with the first shipment planned for 2014.
Fortescue Metals intends to connect their proposed central Pilbara railway to the port at Anketell Point with plans to ship an additional 40 million tpa of ore.
Robe River Iron associates (majority shareholder Rio Tinto) own and operate the Mesa A and Mesa J mines immediately south of the Zanthus tenements and plan to develop the adjacent Warrnambool deposit.

1 Details of the Red Hill Iron Limited (ASX: RHI) resource were taken from their ASX announcement dated 29 October 2010 and released to the ASX 1 November 2010.

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The examples above demonstrate the substantial ore resources in the region and the significant infrastructure and mining services being established. This will allow any ore resource discovered to be more easily developed with much less capital investment required.

Figure 1 – Regional Infrastructure, Geology and Location

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Figure 2 – Tenement Map

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(b) Buddadoo

Buddadoo has an eighty five percent interest in Exploration licence E59/1350, located 180 kilometres east of Geraldton and 70 kilometres from railways at either Morawa or Pindar. See Figure 3 below.

The Exploration Licence contains:

A layered mafic complex with outcropping magnetite horizons on which:
Assays of up to 54% Fe have been obtained from massive magnetite outcrop over 8 kilometres strike;
Recent drilling intersected 108m at 32.9% Fe, 0.2% V2O5 and 12.1% TiO2;
75 µm magnetic concentrate assayed 62.1% Fe in past metallurgical work.
A VMS copper-zinc target with past drill results of:
5.5 m @ 3.4% Zn from 99 – 104.5 metres
3.15 m @3.8% Cu from 188.7 – 191.85 metres;
1 m at 1.75% Cu and 4.4 g/t Au from 237.3 – 238.3 metres
Aeromagnetic data covering most of the tenement at 100 metre line spacing or better.
A second copper anomaly occurs in the south of the tenement, associated with a small gossan hosted by a sequence of basalt and dolerite and widespread surface malachite occurrences.

The Buddadoo Complex is a layered mafic intrusion (dominated by coarse gabbro) that has been emplaced into the Archaean Gullewa Greenstone Belt. The complex is approximately 8.6 kilometres long, 2.4 kilometres wide and dips steeply to the west. Layers of massive cumulate magnetite range in thickness from 5cm to 4m and are separated by gabbro and anorthosite containing variable amounts of disseminated magnetite. Vanadium mineralisation is elevated within the magnetite bands also occur in economic concentrations in the adjacent gabbro layers.

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Figure 3 – Buddadoo Location

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(c) KingX

KingX holds an eighty five percent (85%) interest in 12 contiguous tenements in the southern Earaheedy Basin on the margin of the Yilgarn craton 120 kilometres northeast of Wiluna, as shown in Figures 4 and 5. The ground holding totals 965 blocks prospective for sedimentary manganese and iron ore deposits. A full tenement list is shown below. KingX also holds an eighty five percent (85%) interest in 4 granted tenements and 8 applications. Historic exploration has been limited with the potential for manganese only recognized over the last few years.

Prospect mapping undertaken by geologists demonstrates that manganese occurs at several stratigraphic levels within the basin with over 120 kilometres of strike. High grade assays have been received with grades up to 45.5% manganese. 78 rockchip samples were collected from the Kingsland Prospect on the eastern tenement E38/2213. This prospect has a strike length of 1 kilometre with 25 of the 78 samples returning high grade manganese above 40%. This prospect, along with several other areas of manganese outcrop, requires low cost geophysical surveys to define drill targets.

It is believed further manganese targets exist under cover at the junction of prospective stratigraphy with large regional structures. An airborne electromagnetic survey would be necessary to delineate target zones at these locations.

The Earaheedy Basin is considered analogous to the Kalahari Manganese field in South Africa as the two basins are of a similar age, coincident with a

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major episode of manganese deposition in the Palaeoproterozoic period (approximately 2,000 million years ago). The parallels between the Earaheedy and Kalahari continue with the comparison of hydrothermal events within the basins. High grade manganese deposits within the Kalahari basin are a result of the transport of manganese from primary sediments due to circulating hydrothermal waters into structural taps. A similar pattern has been observed in the Earaheedy basin with hydrothermal fluids responsible for outcropping high grade manganese.

The similarities between the Kalahari and the Earaheedy Basins is important to KingX as the Kalahari is reported as having greater than 50% of the world’s known manganese resources, with grades regularly over 40% and basin wide estimated resource of 360 million tonnes at > 40% Manganese.[2]

If the analogue is correct the Earaheedy Basin has the potential to contain an average or greater size deposit.

Lease	Status	Area
E38/2213	Granted	70 blocks
E38/2211	Granted	70 blocks
E38/2212	Application	70 blocks
E53/1433	Application	70 blocks
E53/1434	Granted	69 blocks
E53/1435	Application	70 blocks
E53/1436	Application	70 blocks
E53/1437	Granted	70 blocks
E53/1622	Application	70 blocks
E53/1623	Application	70 blocks
E53/1624	Application	70 blocks
E69/2573	Application	196 blocks
	Total Holdings	965 blocks

2 Tsikos H , Beukes NJ, Harris C & Moore JM (2003) Deposition, diagenesis and secondary enrichment of metals in the Palaeoproterozoic Hotazel iron-formation, Kalahari Manganese Field, South Africa. Economic Geology 98, 1449-1462

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Figure 4 – Simplified Geology and Location

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Figure 5 – Tenement Map
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Competent Persons Statement

The information in this report that relates to mineral resources and exploration results is based on information compiled by Robert Ramsay BSc Hons, MSc, PhD and MAIG. Robert Ramsay is a Consultant Geologist for Coziron and has sufficient experience which is relevant to the style of mineralisation and the 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”. Robert Ramsay has given his consent to the inclusion in this report of the matters based on the information in the form and context in which it appears.

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2.5 Solicitor’s Report on Tenements

The Company has obtained a Solicitor’s Report on Tenements from Price Sierakowski Corporate (“ Tenement Report ”) which is attached as Annexure B. The Tenement Report sets out the status of the Tenements to be acquired by the Company, subject Resolutions 1 and 2 being passed.

In addition, this Tenement Report sets out the following material information in respect of the Company’s proposed use of the Tenements, restrictions on use and its obligations to maintain them in good standing:

rights granted under the Tenements and requirements for maintaining the Tenements in good standing – paragraphs 3 and 4 of the Tenement Report;
the Company’s obligations in respect of Aboriginal heritage sites on the Tenements, including its obligation to procure Ministerial consent prior to interfering with any such sites – paragraph 5 of the Tenement Report;
the Company’s obligations in respect of the Native Title Act 1993 (Cth) in respect of the Tenements, including the rights of traditional native title holders in respect of the tenement lands and restricted use of the lands – paragraphs 6 to 9 (inclusive) of the Tenement Report; and
the Company’s obligations in respect of pastoral leases, private lands and other land rights that encroach upon the Tenements, including restrictions in interfering with those rights and payment of compensation – paragraph 10 of the Tenement Report.

Please see the Tenement Report in Annexure B for more comprehensive details in respect of these matters.

3. GENERAL MEETING

3.1 Action to be Taken by the Shareholders

In order to proceed with the acquisition of Yandal, KingX and Zanthus pursuant to the Agreements, the Company must convene this General Meeting for the purposes of passing Resolutions 1 and 2 inclusive.

The Notice of Meeting convening the General Meeting is included at the front of this booklet. Shareholders are encouraged to attend and vote in favour of both of the Resolutions 1 and 2 inclusive to be put to the General Meeting.

If a Shareholder is not able to attend and vote at the General Meeting, the Shareholder is encouraged to complete the proxy form at the back of this booklet and return it to the Company at the address stated on the proxy form not later than forty eight (48) hours before the time specified for the commencement of the General Meeting.

3.2 General Meeting Resolutions

There are 2 Resolutions to be put to the General Meeting.

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Resolutions 1 and 2 inclusive are ordinary Resolutions.

The Resolutions relate to the issue of Consideration Shares in the Company to the Vendors, in consideration for the Company acquiring 100% of the ordinary shares in Buddadoo, KingX and Zanthus from the Vendors. The Company wishes to undertake Exploration on the Properties owned by these companies with a view to conducting commercial mining operations.

4. OTHER INFORMATION

4.1 Scope of Disclosure

The Related Party provisions of the Corporations Act require that this Explanatory Statement sets out all other information that is reasonably required by Shareholders in order to decide whether or not it is in the Company’s interests to pass the Resolutions and which is known to the Company.

The Company is not aware of any relevant information that is material to the decision on how to vote on the Resolutions other than as is disclosed in this Explanatory Statement or by the Company by notification to the ASX.

4.2 Voting Intentions and interests of the Company Directors

At the date of this Explanatory Statement, the Directors intend to vote in favour of the Resolutions 1 and 2 inclusive.

The Directors of the Company are set out in the Table 4.2(a) below which details the number of Shares they or their Associates hold (directly or indirectly), and their percentage ownership in the Shares of the Company.

Table 4.2(a)

Name of Director	Shares held directly	Shares held indirectly	Interest in Shares*

Adam Sierakowski	0	3,000,000	0.66%
Stephen Lowe	0	5,143,000	1.13%
Kwong Choong Soong	3,000,000	0	0.66%
Total number of Shares held directly or indirectly by Directors	3,000,000	8,143,000	2.45%

*Based on the total number of Existing Shares of the Company being 454,473,654 ordinary Shares.

4.3 Recommendation by Directors

The Directors recommend that Shareholders should approve Resolutions 1 and 2 inclusive to be put to the General Meeting. However, Shareholders

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must decide how to vote based on the matters set out in the Explanatory Statement.

In the event that Resolution 1 and 2 are not approved, the Company will continue its evaluation of the Agam Iron Sands project and also to examine alternative and additional investment opportunities in the mineral exploration sector.

5. REGULATORY REQUIREMENTS

The General Meeting has been called to approve specific aspects of Resolutions 1 and 2 in accordance with the Listing Rules and the Corporations Act which are summarised below.

5.1 Listing Rule 10.1

Resolution 1 requires Shareholder approval under Listing Rule 10.1 to allow the Company to acquire Buddadoo and KingX from Yandal.

Chapter 10 of the Listing Rules contains certain provisions in relation to transactions between the Company and persons in a position of influence. Listing Rule 10.1 provides that the Company must ensure that, subject to the exceptions described in Listing Rule 10.3, it does not acquire or dispose of substantial asset to a substantial holder as defined in 10.1.3 of the Listing Rules, without the approval of the holders of the Company’s ordinary securities.

Listing Rule 10.1.3 states that a person is a substantial holder if the person or the person’s Associates have a relevant interest at any time in the six (6) months before the transaction in at least ten percent (10%) of the total votes allocated to the voting securities. In the six (6) months prior to the transaction, Yandal held a 38.47% interest in the total voting securities of the Company. Yandal is therefore a substantial holder.

Listing Rule 10.2 provides that an asset is a substantial asset if its value or the value of the consideration for it is 5% or more of the equity interest of the Company as set out in the latest accounts given to the ASX under the Listing Rules. The Agreements to acquire Buddadoo and KingX from Yandal will result in the issuing of 221,826,667 Consideration Shares. The value of these Consideration Shares is $6,654,800 at the agreed price of $0.03. At the current share price of $0.07 (1 August 2012) the value of the Consideration Shares is $15,527,866. The value of these Consideration Shares equates to 253% of the equity interest of $2,623,754 held by the Company on 31 December 2011, being the date of the latest accounts provided to the ASX under the Listing Rules. As such the assets being acquired by the Company from Yandal are substantial assets.

The Directors of the Company are therefore seeking Shareholder approval pursuant to ASX Listing Rule 10.1 to allow the Company to acquire Buddadoo and KingX from Yandal, on the terms proposed in Resolution 1.

The following information is included in accordance with the requirements of Listing Rule 10.10. As set out in the voting exclusion statements in the Notice of Meeting and in accordance with the Listing Rules, the Creasy Group is precluded from voting on Resolution 1.

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The Company must also provide an Independent Expert’s Report stating whether the transaction is fair and reasonable to the holder of ordinary shares whose votes are not disregarded pursuant to the voting exclusion.

The Independent Expert’s Report in respect of the purchase of KingX and Buddadoo from Yandal, pursuant to the Agreement has been prepared by BDO, and is attached as Annexure A. This report concludes that the purchase terms are fair and reasonable to non-associated Shareholders.

5.2 Section 611 of the Corporations Act

Resolutions 1 and 2 require Shareholder approval under Item 7 of section 611 of the Corporations Act for the issue of Consideration Shares to Yandal and Motwil.

Section 606(1) of the Corporations Act, subject to the exceptions in section 611 of the Corporations Act, prohibits a person from acquiring shares in a company if, after the acquisition of those shares, that person or any other person would increase their relevant interest in the voting shares of a company from:

(a) below 20% to above 20%; and
(b) from some point above 20% but below 90%.

Item 7 of section 611 of the Corporations Act provides that section 606(1) of the Corporations Act does not apply to an acquisition of a relevant interest in the voting shares in a company, if the company has agreed to the acquisition by resolution passed at a general meeting at which no votes are cast in relation to the resolution by the person to whom the shares are to be issued or by an Associate of that person.

Under section 610 of the Corporations Act, a person’s voting power is defined as the percentage of the total voting shares in a company held by the person and the person’s Associates.

Creasy is the sole shareholder and director of the companies Yandal and Motwil which individually and combined form the Creasy Group.

Prior to any issue of Consideration Shares to the Creasy Group pursuant to Resolutions 1 and 2, the Creasy Group holds 174,857,000 of the 454,473,654 Shares in the Company. This gives the Creasy Group a 38.47% relevant interest in the voting Shares of the Company prior to the issue of any Consideration Shares.

The relevant interest in the voting Shares of the Company held by the Creasy Group will, upon approval of Resolutions 1 and 2, increase from 38.47% to 69.25%. See Table 5.2(b).

The Directors of the Company are seeking Shareholder approval pursuant to section 611 (Exception 7) of the Corporations Act to issue Consideration Shares to the Creasy Group on the terms proposed in Resolutions 1 and 2.

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The following information is included in accordance with the requirements of Item 7 of section 611 of the Corporations Act and ASIC Regulatory Guide 74 to the extent that it applies pursuant to ASIC Regulatory Guide 159:

As set out in the voting exclusion statements in the Notice of Meeting and in accordance with the Listing Rules, the Creasy Group are precluded from voting on Resolutions 1 and 2.

(a) Identity of Persons who will hold a relevant interest in the securities to be issued

If Resolutions 1 and 2 are passed, 500,000,000 Consideration Shares are proposed to be issued to members of the Creasy Group as shown in Table 5.2(a) below.

Table 5.2(a)

Number of Shares Held by Creasy Group pre and post transaction	Number of Shares Held by Creasy Group pre and post transaction	Number of Shares Held by Creasy Group pre and post transaction	Number of Shares Held by Creasy Group pre and post transaction
Creasy Group	Shares held by Creasy Group prior to approval of Resolutions 1 and 2	Shares issued to Creasy Group following approval of Resolutions 1 and 2	Total Shares in Company held by Creasy Group following approval of Resolutions 1 and 2


Yandal	174,857,000	221,826,667	396,683,667
Motwil	0	278,173,333	278,173,333
TOTAL	174,857,000	500,000,000	674,857,000

Total Shares in Company prior to transaction = 454,473,564 ordinary Shares.

(b) Impact of the transaction on the voting power of the Creasy Group with respect to the Company’s Shares
(i) Current voting power of the Creasy Group and/or its nominees

As at the date of this Notice of Meeting, the Creasy Group and or its Associates have a 38.47% relevant interest in the Existing Shares of the Company and Shareholders, other than the Creasy group (“ Existing Shareholders ”), hold a 61.53% relevant interest in the Existing Shares of the Company. See Table 5.2(b) below.

(ii) The Company’s capital structure

Table 5.2(b) CAPITAL STRUCTURES

		Following the Transaction
Coziron Shareholding	Current Shareholding

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	No. of Shares	%	No. of Shares	%
Creasy Group	174,857,000	38.47%	674,857,000	69.25%
Other Coziron Shareholders	279,616,654	61.53%	279,616,654	28.69%
New Shareholders per Share Applications received (refer to section 2.3)	-	-	20,000,000	2.05%
Total Shares on an undiluted basis	454,473,654	100%	974,473,654	100%

(iii) Voting power of Creasy Group after the issue of Shares

The relevant interest in the voting Shares of the Company held by the Creasy Group will, upon approval of Resolutions 1 and 2 inclusive, increase from 38.47% to 69.25%. See Table 5.2(b). This represents an increase in the voting power of the Creasy Group of 30.78%.

These numbers and percentages assume that the Company does not issue any other New Shares to any person other than those proposed in Resolutions 1 and 2 inclusive.

(c) Intentions as to the Future of the Company

The present intentions of the Creasy Group regarding the future of the Company, subject to Resolutions 1 and 2 in the Notice of Meeting being approved by Shareholders are as follows:

(i) To maintain the Company’s ongoing business, which is focused on Exploration and the development of mining projects.
(ii) The Creasy Group has no present intentions to otherwise redeploy the fixed assets of the Company.
(iii) There are no proposals whereby any property will be transferred between the Company and the Creasy Group or any person associated with the Creasy Group.
(iv) The Creasy Group does not intend to make any changes with regards to the employees or directors of the Company.
(v) It is not the current intention of the Creasy Group to delist the Company or acquire further shares.

(d) Financial and Dividend Policies of the Company

The Board has not adopted a formal dividend distribution policy since being re-admitted to the ASX on 1 March 2011. Since then the Company has not declared a dividend distribution to Shareholders.

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There is no immediate intention on the part of the Creasy Group or the Directors to change the financial policies of the Company or to declare a dividend.

(e) Recommendation by Directors

The Directors recommend that Shareholders should approve Resolutions 1 and 2 to be put to the General Meeting. However, Shareholders must decide how to vote based on the matters set out in the Explanatory Statement.

(f) Proposal is fair and reasonable

The Independent Expert’s Report concludes that the purchase of Buddadoo, KingX and Zanthus on the terms set out in the Agreements is fair and reasonable to Shareholders.

5.3 Section 208 of the Corporations Act

Resolutions 1 and 2 require Shareholder approval under section 208(1) of the Corporations Act with respect to Related Party transactions.

Under Chapter 2E of the Corporations Act a public company cannot give a “financial benefit” (including an issue of shares and options) to a Related Party of that company, unless one of the exceptions set out in sections 210 to 216 of the Corporations Act apply, or shareholders have in a general meeting approved the giving of the financial benefit to the Related Party.

The Creasy Group is a Related Party of the Company as a result of its relevant interest in voting shares of the Company, and the control that this allows it to have in determining decisions in relation to the Company’s financial and operating policies. The financial benefit being obtained by the Creasy Group pursuant to Resolutions 1 and 2 is:

(a) the issue of 500,000,000 Consideration Shares to the Creasy Group as a Related Party; and
(b) the Company purchasing assets from the Creasy Group as a Related Party of the Company.

Resolutions 1 and 2 therefore require Shareholder approval under section 208(1) of the Corporations Act to allow the Directors to issue Consideration Shares in the Company to members of the Creasy Group as Related Parties, on the terms proposed in Resolutions 1 and 2. The issue of these Consideration Shares is pursuant to Agreements allowing the Company to acquire 100% of the ordinary shares in Buddadoo and KingX from Yandal and 100% of the ordinary shares in Zanthus from Motwil.

Section 219 of the Corporations Act requires the following information be provided to the Shareholders for approval to be granted under section 208(1) of the Corporations Act:

(a) Resolutions 1 and 2 inclusive

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(i) The Related Parties to which Consideration Shares are being issued under Resolutions 1 and 2 are:
(A) Yandal as a member of the Creasy Group; and
(B) Motwil as a member of the Creasy Group.
(ii) The financial benefit being obtained by the Creasy Group is the issue of 500,000,000 Consideration Shares in the Company and the sale of assets to the Company by the Creasy Group. The issue price of the Consideration Shares will be $0.03 as agreed between the parties in December 2011 at the time of entering the Sale Agreements. The total value of the Consideration Shares at the issue price is $15,000,000. The Company’s Shares last traded on 1 August 2012 at a price of $0.07 per share. The total value of the Consideration Shares based on the last sale price is $35,000,000.
(iii) The Directors of the Company recommend that Shareholders vote in favour of Resolutions 1 and 2 as it underpins the objectives of the Company to engage in Exploration and development of mining projects as laid out in section 2.2 of the Explanatory Statement.
(iv) None of the Directors have any interest in the outcome of Resolutions 1 and 2.
(v) Assuming that Resolutions 1 and 2 inclusive are approved, the existing Shareholders of the Company may be diluted from an existing 61.53% interest in the voting Shares of the Company to 28.69% as shown in Table 5.2(b).

5.4 Listing Rule 10.11

Resolutions 1 and 2 require Shareholder approval under Listing Rule 10.11.

The total number of Consideration Shares that may be issued under Resolution 1 is 221,826,667 Consideration Shares.

The total number of Consideration Shares that may be issued under Resolution 2 is 278,173,333.

As the proposed issue of Consideration Shares under Resolutions 1 and 2 would both cumulatively and individually result in an issue of more than fifteen percent (15%) of the Company’s share capital in a twelve (12) month period, Shareholder approval is required pursuant to Listing Rule 7.1 to issue the Consideration Shares under those Resolutions.

However, pursuant to Listing Rule 7.2, if Listing Rule 10.11 Shareholder approval is being sought, approval under Listing Rule 7.1 is not required.

Accordingly, as Listing Rule 10.11 Shareholder approval is being sought for Resolutions 1 and 2, Shareholder approval under Listing Rule 7.1 is not required for Resolutions 1 and 2.

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Chapter 10 of the Listing Rules contains provisions in relation to transactions between a company and ‘persons in a position of influence’. Listing Rule 10.11 provides that, subject to the exceptions in Listing Rule 10.12, a company must not issue equity securities to a Related Party without the approval of holders of ordinary securities by ordinary resolution.

The term “Related Party” is defined for these purposes to include a related party within the meaning of section 228 of the Corporations Act and a person whose relationship with the entity or a Related Party is, in ASX’s opinion, such that approval should be obtained.

For the purposes of Resolutions 1 and 2 and ASX Listing Rule 10.11, the Creasy Group is a Related Party of the Company by merit of its relevant interest in the voting shares of the Company and the control that this allows it to have in determining decisions in relation to the Company’s financial and operating policies.

The Directors of the Company therefore seek Shareholder approval under ASX Listing Rule 10.11 to issue Consideration Shares in the Company to Yandal and Motwil as members of the Creasy Group on the terms proposed in Resolutions 1 and 2.

Listing Rule 10.13 requires the following information to be provided to the Shareholders for the purposes of Listing Rule 10.11 in respect of Resolutions 1 and 2:

As set out in the voting exclusion statements in the Notice of Meeting and in accordance with the Listing Rules, the Creasy Group is precluded from voting on Resolutions 1 and 2.

Resolution 1

(i) The Related Party to which Consideration Shares are to be allotted and issued under Resolution 1 is Yandal.
(ii) The maximum number of Consideration Shares to be issued under Resolution 1 is 221,826,667 Consideration Shares.
(iii) The Consideration Shares will be allotted and issued under Resolution 1 within three (3) months of the General Meeting (or such later date to the extent permitted by an ASX waiver or modification of the Listing Rules).
(iv) The Creasy Group is a Related Party of the Company by merit of its relevant interest in voting shares of the Company and the control that this allows it to have in determining decisions in relation to the Company’s financial and operating policies.
(v) The issue price of the Consideration Shares will be $0.03 as agreed between the parties in December 2011 at the time of entering the Sale Agreements. The Shares last traded on 1 August 2012 at $0.07.

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(vi) The Consideration Shares to be issued under Resolution 1 are ordinary fully paid shares which on issue will rank equally with the Existing Shares in the Company.
(vii) No funds will be raised by the issue of Consideration Shares under Resolution 1. These Consideration Shares are to be issued pursuant to an Agreement allowing the Company to acquire Buddadoo and KingX from Yandal, for the purpose of allowing the Company to engage in Exploration and development of mining projects as stated in section 2.2 of the Explanatory Statement.

Resolution 2

(i) The Related Party to which Consideration Shares are to be allotted and issued under Resolution 2 is Motwil.
(ii) The maximum number of Consideration Shares to be issued under Resolution 2 is 278,173,333 Consideration Shares.
(iii) The Consideration Shares will be allotted and issued under Resolution 2 within three (3) months of the General Meeting (or such later date to the extent permitted by an ASX waiver or modification of the Listing Rules).
(iv) The Creasy Group is a Related Party of the Company by merit of its relevant interest in voting Shares of the Company and the control that this allows it to have in determining decisions in relation to the Company’s financial and operating policies.
(v) The issue price of the Consideration Shares is $0.03 as agreed between the parties in December 2011 at the time of entering the Sale Agreements. The Shares last traded on 1 August 2012 at $0.07.
(vi) The Consideration Shares to be issued under Resolution 2 are ordinary fully paid Shares which on issue will rank equally with the Existing Shares in the Company.
(vii) No funds will be raised by the issue of Consideration Shares under Resolution 2. These Consideration Shares are to be issued pursuant to an Agreement allowing the Company to acquire Zanthus from Motwil for the purpose of allowing the Company to engage in Exploration and the development of mining projects as stated in section 2.2 of the Explanatory Statement.

5.5 ASIC and ASX’s Role

Under section 218(1) of the Corporations Act, the Company must lodge with ASIC the Notice of Meeting and the Explanatory Statement at least fourteen (14) days before the notice convening a general meeting is given. Under section 218(2) of the Corporations Act, the Company has applied for a period of less than fourteen (14) days for the purposes of section 218(1) of the Corporations Act.

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The fact that the accompanying Notice of Meeting, this Explanatory Statement and other relevant documentation has been received by ASX and ASIC is not to be taken as an indication of the merits of the proposed transactions or the Company. ASIC, ASX and its respective officers take no responsibility for any decision a Shareholder may make in reliance on any of that documentation.

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Glossary

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

the context otherwise requires:
Annexure	annexure to this Explanatory Statement.
ASIC	Australian Securities and	Investments
	Commission.
Associate	has the meaning set out in sections 11-17 of
	the Corporations Act.
ASX	means ASX Limited (ACN 008 624 691)
	trading as the Australian Securities
	Exchange.
Bankable Feasibility Study	means a formal detailed study	carried out to
	assess the viability of a Mining Operation on
	an orebody within the Property.
Board	board of Directors.
BDO	means BDO Corporate Finance (WA) Pty Ltd
	(ACN 124 031 045).
Buddadoo	means Buddadoo Metals Pty	Ltd (ACN 123
	476 764) owned by Yandal
Chairman	Mr Adam Sierakowski.
Consideration Shares	means New Shares in the Company allotted
	to the Vendors in consideration for the
	Company exercising an Option under an
	Agreement.
Corporations Act	Corporations Act 2001 (Cth).
Creasy Group	means Yandal and Motwil both individually
	and combined.
Designated Ore Product	means any one or more of:
	(a) iron ore;
	(b) titaniferous;
	(c) vanconferous;
	(d) magnetite ore; and
	(e) manganese ore,
	extracted and recovered from any Mining
	Operation.
Director	director of the Company.
Existing Shares	means the 454,473,654 fully	paid ordinary
	Shares in the Company.
Explanatory Statement	means the Explanatory	Statement
	accompanying the Notice of Meeting.
Exploration	means all activities proposed	or carried out
	for the purpose of the discovery geographic
	geologic and economic	location and

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delineation of minerals within the Tenements including the preparation of feasibility studies, the acquisition, maintenance and administration of the Tenements, and the administration of field offices.

FOB Revenue

means the price for Designated Ore Products the subject of any shipment sale or other disposal which is payable by the purchaser or transferee thereof to the relevant Party or an associated company:

(a) less where the Designated Ore Products are shipped, all export taxes payable on such Designated Ore Products; and
(b) less all costs and charges properly incurred and payable on such Products by the payers or an associated company to the relevant Party or a third party from the time when the Designated Ore Products are placed on ship at the payers’ wharf to the time when the Designated Ore Products are delivered and accepted by the purchaser, there being included in such costs and charges:
(i) ocean freight;
(ii) marine insurance;
(iii) port and handling charges at port of discharge;
(iv) costs of delivery from port of discharge to a smelter nominated by the purchaser;
(v) weighing, sampling, assaying, inspection and representation costs incurred on discharge or delivery at or from the port of discharge;
(vi) shipping agency charges;
(vii) import taxes payable to the country of the port of discharge; and
(viii) demurrage incurred after loading and at port of discharge and less (whether the Designated Ore Products are shipped or not) such other costs and charges as the recipient may in its discretion consider reasonable in respect of any shipment sale or other disposal.

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For the purpose of this definition notwithstanding anything contained in this definition to the contrary, a cost or charge as set out in items (i) to (viii) inclusive or this definition must not (unless and until the recipient so determines) be deemed to be properly incurred if such charge is directly or indirectly imposed upon or incurred by the relevant Party or an associated company pursuant to an arrangement entered into between the relevant Party and the relevant State Government.

General Meeting

Independent Expert’s Report

Joint Venture

Joint Venture Agreement

Joint Venture Property

means the general meeting of the Shareholders convened for the purposes of considering the Resolutions.

means the report by BDO and enclosed as Annexure A.

means an unincorporated joint venture between a Coziron Subsidiary and a Creasy Company established pursuant to a Joint Venture Agreement.

means a joint venture agreement to be entered into between a Coziron Subsidiary and a Creasy Company.

means and includes:

(a) the Property;
(b) the rights to all minerals;
(c) the mining information;
(d) all fixtures machinery equipment and supplies acquired after the date hereof for the account of the Joint Venture; and
(e) any other property or rights of any description whether real or person acquired after the date hereof for the Joint Venture,

but does not include the rights of Mark Creasy or its nominee to fossick, prospect and mine for alluvial and elluvial gold.

KingX means KingX Pty Ltd (ACN 133 537 274) owned by Yandal.

Listing Rules means the Listing Rules of the ASX. Manager means the Coziron Subsidiary initially, or any other party as agreed by the parties to the Joint Venture Agreement. Mark Creasy means Mark Gareth Creasy. Mine means all the facilities necessary for the conduct of mining operations and all other facilities related thereto.

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Mining Act Mining Area

means the Mining Act 1978 (WA).

means an area within the Property surrounding and including the area of an orebody upon such a completed Bankable Feasibility Study has been carried out and being sufficient in size to be reasonably capable of supporting mining operations including a Mine and (if applicable) mill tailings and other dumps and other facilities reasonably incidental to the conduct of such mining operations. If, after a Mining Area has been defined, further Exploration within such Mining Area proves that the orebody extends beyond the limits of the Mining Area, then the Mining Area will be expanded to encompass the orebody extensions under the terms of the Joint Venture Agreement.

Motwil means Motwil Pty Ltd (ACN 076 409 884). Net Profit means accounting net profit and shall be the amount which is calculated at the end of each quarter, by deducting from the total sales income from the sale of Product, all operating and administrative costs related thereto, including interest charges in respect of debt repayment, treatment charges (if applicable), selling costs, bad debts written off, taxes, duties and like charges imposed on production, transport, export, distribution, stockpiling or sale of the Product, royalties and rentals and other like payments associated with the Product but excluding any amounts payable in respect of income or other taxes or the depreciation of capital assets. All the deductions shall be arrived at on an arm’s length basis or, if charged against the revenue from mining shall not exceed those deductions that would be made on an arm’s length basis. Where the sale of Product does not take place on an arm’s length basis, the proceeds, which would have been paid or credited to the mining Party (or its successors), shall be calculated using the greater of the actual price paid or the then prevailing market price for the Products. New Shares means a fully paid ordinary share in the Company issued pursuant to Resolutions 1 and 2. Notice of Meeting means the notice convening the General Meeting accompanying this Explanatory Statement. Product means minerals derived from the Joint Venture Property.

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Property means: (a) any exploration licenses relevant to the Joint Venture Agreement; and (b) includes all extensions, renewals, conversions, substitutions, modifications, amalgamations, subdivisions and variations whether surrendered or replaced for any of the Tenements and titles referred to in paragraph (a). Resolution means a resolution to be considered at the General Meeting or contained in the Notice of Meeting. Share fully paid ordinary share in the capital of the Company. Shareholder shareholder of the Company. Tenement means the Tenements described in the relevant Agreement. Vendors means Yandal and Motwil. WST Western Standard Time in Australia. Yandal means Yandal Investments Pty Ltd (ACN 070 684 810). Zanthus means Zanthus Resources Pty Ltd (ACN 077 454 963) owned by Motwil.

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Annexure A – Independent Expert’s Report

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COZIRON RESOURCES LIMITED Independent Expert’s Report

20 July 2012

OPINION: FAIR AND REASONABLE

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Financial Services Guide

20 July 2012

BDO Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 (“ BDO ” or “ we ” or “ us ” or “ ours ” as appropriate) has been engaged by Coziron Resources Limited (“ Coziron ”) to provide an independent expert‟s report on the Transaction to acquire three exploration projects in Western Australia. You will be provided with a copy of our report as a retail client because you are a shareholder of Coziron.

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 for this engagement is approximately $30,000.

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.

Other Assignments

BDO Corporate Finance (WA) Pty Ltd was engaged by Coziron to act as Investigating Accountant in relation to a Prospectus dated 31 January 2011. BDO Corporate Finance received a fee of $7,000 in relation to this assignment.

BDO Audit and Assurance (WA) Pty Ltd is the appointed Auditor of Coziron. We do not consider that this impacts on our independence in accordance with the requirements of Regulatory Guide 112 „Independence of Experts‟. We have completed a conflict search of BDO affiliated organisations within Australia. This conflict search incorporates all Partners, Directors and Managers of BDO affiliated organisations. We are not aware of any circumstances that, in our view, would constitute a conflict of interest or would impair our ability to provide objective assistance in this matter.

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 Coziron 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 Subiaco 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 at the top of our letterhead on page 1 of this FSG.

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1.	Introduction	1
2.	Summary and Opinion	1
3.	Scope of the Report	4
4.	Outline of the Transaction	6
5.	Profile of Coziron	8
6.	Profile of the Companies to be acquired	12
7.	Economic analysis	15
8.	Industry analysis	16
9.	Valuation approach adopted	18
10.	Valuation of Coziron prior to the Transaction	19
11.	Valuation of Coziron following the Transaction	25
12.	Is the Transaction fair?	30
13.	Is the Transaction reasonable?	31
14.	Conclusion	32
15.	Sources of information	33
16.	Independence	33
17.	Qualifications	34
18.	Disclaimers and consents	34
Appendix	1 – Glossary
Appendix	2 – Valuation Methodologies

Appendix 3 - Independent Valuation Report prepared by Optiro Pty Ltd

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20 July 2012

The Directors, Coziron Resources Limited Level 24, 44 St Georges Terrace Perth WA 6000

Dear Sirs

INDEPENDENT EXPERT’S REPORT

1. Introduction

On 3 January 2012, Coziron Resources Limited (“ Coziron ” or “ the Company ”) announced that it had entered into three individual Share Sale and Purchase Agreements (“ Sale Agreements ”) to acquire Zanthus Resources Pty Ltd (“ Zanthus ”), Buddadoo Metals Pty Ltd (“ Buddadoo ”), and KingX Pty Ltd (“ KingX ”) for a total consideration of 500 million shares in Coziron (“ The Transaction ”). The Sale Agreements were varied by deeds of variation on 16 July 2012 (“ Deeds ”) (collectively, the “ Agreements ”)

Zanthus is wholly owned by Motwil Pty Ltd (“ Motwi l”) and Buddadoo and KingX are wholly owned by Yandal Investments Pty Ltd (“ Yandal ”). Mark Creasy is the sole shareholder and director of both Motwil and Yandal (collectively the “ Creasy Group ”). The Transaction will result in the Creasy Group increasing its interest in Coziron from a starting point of 38.47% to 69.25%, which means the Transaction requires Shareholder approval. Our Report has been prepared to assist shareholders in deciding whether to approve the Transaction.

2. Summary and Opinion

2.1 Purpose of the Report

The directors of Coziron have requested that BDO Corporate Finance (WA) Pty Ltd (“ BDO ”) prepare an independent expert‟s report (“ our Report ”) to express an opinion as to whether or not the Transaction is fair and reasonable to the non associated shareholders of Coziron (“ Shareholders ”).

Our Report is prepared pursuant to ASX Listing Rule 10.1 and section 611 of the Corporations Act, and is to be included in the Explanatory Memorandum for Coziron 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‟.

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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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 a Coziron share prior to the Transaction compares to the value of a Coziron share following the Transaction;
The likelihood of a superior alternative offer being available to Coziron;
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

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

2.4 Fairness

In Section 12 we determined that the value of a Coziron share prior to the Transaction compares to the value of a Coziron share following the Transaction, as detailed hereunder.

		Low	Preferred	High
	Ref
		$	$	$
Value of a Coziron share prior to the Transaction	10.3	$0.0031	$0.0037	$0.0043
Value of a Coziron share following the Transaction	11.1	$0.0079	$0.0113	$0.0142

The above valuation ranges are graphically presented below:

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

Valuation Summary
Value of a
Coziron share
prior to the
Transaction
Value of a
Coziron share
following the
Transaction
0.00 0.01 0.02
----- End of picture text -----

The above pricing indicates that the Transaction is fair for Shareholders.

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2.5 Reasonableness

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

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advantages and disadvantages of the Transaction; and
alternatives, 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 Transaction 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
13.4	The transaction is fair	13.5 Dilution of existing Coziron shareholders
13.4	Obtain Iron Ore exploration projects in Western Australia	13.5 Change of risk exposure
13.4	Cash injection from proceeds of capital raising

Other key matters we have considered include:

Section	Description
13.1	Lack of an alternative Transaction
13.2	The practical level of control
13.3	Post announcement movements in share price

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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 to a substantial holder, 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 latest accounts given to the ASX.

Based on the reviewed accounts as at 31 December 2011, 5% of the equity interest equates to $131,187. The agreements to acquire Buddadoo and King X from Yandal will result in issuing Yandal 221,826,667 Consideration Shares in Coziron. As the value of 221,826,667 Coziron shares is greater than $131,187, the assets being acquired from Yandal are considered substantial assets.

As Yandal has a 38.47% relevant interest in the total voting securities of Coziron, they are deemed to be a substantial holder.

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 nonassociated shareholders.

Accordingly, an independent experts‟ 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 Coziron.

Section 606 of the Corporations Act Regulations (“ 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.

Under the Transaction a total of 500,000,000 shares will be issued to Yandal and Motwil, companies wholly owned by Mark Creasy, which combined form the Creasy Group. As the Creasy Group currently has a 38.47% relevant interest in the total voting shares of Coziron, the Transaction results in the Creasy Group increasing its relevant interest in the voting shares of Coziron from 38.47% to 69.25%

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 Coziron, 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 Coziron have commissioned this Independent Expert's Report to satisfy this obligation.

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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 the Transaction is a control Transaction the expert should focus on the substance of the control Transaction rather than the legal mechanism to affect it. RG 111 suggests that where a Transaction is a control Transaction it should be analysed on a basis consistent with a takeover bid.

In our opinion the Transaction is a control Transaction as defined by RG 111 and we have therefore assessed the Transaction to consider whether in our opinion it is fair and reasonable to Shareholders.

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. 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. 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. 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‟ the 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 a Coziron share prior to the Transaction and the value of a Coziron share following 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 assignment is a Valuation Engagement as defined by APES 225 Valuation Services. A Valuation Engagement means an engagement or assignment to perform a valuation and provide a valuation report where we determine an estimate of value of the Company by performing appropriate valuation procedures and where we apply the valuation approaches and methods that we consider to be appropriate in the circumstances.

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4. Outline of the Transaction

On 30 December 2011, Coziron entered into three separate Sale Agreements with Motwil and Yandal to purchase all of the issued shares in Zanthus, Buddadoo and KingX. The Sale Agreements were varied by deeds of variation on 16 July 2012. The Agreements are as follows:

(a) Agreement to purchase 100% of the ordinary fully paid shares in Buddadoo from Yandal, which will result in the issue of 117,346,667 Consideration Shares to Yandal;
(b) Agreement to purchase 100% of the ordinary fully paid shares in KingX from Yandal, which will result in the issue of 104,480,000 Consideration Shares to Yandal;
(c) Agreement to purchase 100% of the ordinary fully paid shares in Zanthus from Motwil, which will
result in the issue of 278,173,333 Consideration Shares to Motwil;

Motwil and Yandal, are wholly owned and controlled by Mark Creasy, and between them own 100% of the ordinary shares in Buddadoo, KingX and Zanthus.

Key Conditions

It is a condition of the Agreements that completion must occur contemporaneously under the Zanthus Agreement, Buddadoo Agreement, and the KingX Agreement. As such it is only necessary to analyse the transactions based on the acquisition of Zanthus, Buddadoo and KingX occurring contemporaneously in consideration for a total of 500 million shares in Coziron to the Creasy Group.

Prior to Coziron finalising any purchase of shares in Buddadoo, KingX and Zanthus, each of these companies is required to enter into a Joint Venture Agreement with the Creasy Group maintaining a 15% interest in the three Joint Ventures until the completion of any Bankable Feasibility Study.

Prior to completion under the Agreements, a number of conditions must be satisfied, including:

(a) Obtaining the relevant approvals, if any, under the Mining Act
(b) The Company maintain a balance of $2,000,000 in its share applications account; and
(c) Shareholder approval as contemplated by this Notice Of Meeting

Under the Agreements, the Creasy Group is entitled to be reimbursed for prior expenditure on the tenements acquired. The amount to be reimbursed is as set out in the table below.

Project	Company	Amount $
Buddadoo	Yandal	565,697.15
Zanthus	Motwil	975,757.70
KingX	Yandal	267,011.80
TOTAL		1,808,466.65

There is also a condition for Coziron using its best endeavours to negotiate and execute a mandate letter with Renaissance Capital by 8 August 2012 on terms and conditions acceptable to the Creasy Group, acting

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reasonably, whereby Renaissance Capital is appointed to assist the Purchaser to raise at least US$15 million subject to a minimum price condition.

As the ability of the Company to successfully complete such capital raisings is unknown, it is not appropriate to include the effects of such capital raisings when considering the Share structure of Coziron following the Transaction.

Share structure

The table below shows the share structure of Coziron currently and following the Transaction.

	Current Shareholding	Current Shareholding	Following the Transaction	Following the Transaction
Coziron Shareholding	No. of Shares	%	No. of Shares	%
Creasy Group	174,857,000	38.47%	674,857,000	69.25%
Other Coziron Shareholders	279,616,654	61.53%	279,616,654	28.69%
New Shareholdersper Share Applications received	-	-	20,000,000	2.05%
Total Shares on an undiluted basis	454,473,654	100%	974,473,654	100%

If the Transaction is accepted the Creasy Group will increase it‟s interest in Coziron from 38.47% to 69.25%.

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5. Profile of Coziron

5.1 History

Coziron was incorporated on 9 February 2005 and admitted to the Australian Securities Exchange (“ ASX ”) on 29 August 2006. Coziron is a mineral exploration company with most of its activities to date being primarily based in Indonesia. The company‟s flagship project, the Agam Iron Sand Project, is a joint venture which it entered into with PT Galian Endapan Buena in 2008.

On 5 August 2009, the securities for the Company were suspended from the official list of the ASX at the request of the Company.

Following unsuccessful negotiations to restructure the Agam Iron Sand Project with its joint venture partner GEB, and secure funding for the project, Administrators were appointed on 7 July 2010.

On 20 October 2010 the Company, the Administrators & the Directors entered into a Deed of Company Arrangement, with control of the Company reverting to the Directors on that date.

Coziron underwent a capital reconstruction following approval by Shareholders at the Annual General Meeting held on 31 January 2011. This included the consolidation of capital at 1 for 2 and the appointment of Directors. Furthermore, 160 million shares were issued to investors on conversion of the loan under the Convertible loan deed and $2,500,000 million was raised under a Prospectus which involved 250,000,000 ordinary shares being issued at $0.01 each.

The current Board of Directors consists of Adam Sierakowski, Stephen John Lowe and Choon Soong Wong and Stephen Hewitt-Dutton as Company Secretary.

Agam Iron Sand Project

The Agam Iron Sand Project is located on the island of Sumatra, Indonesia. Coziron holds two licenses which cover a total of 3690 hectares in area. The licenses are held along coastal areas within a few hundred metres of the shoreline. Initial exploration and testing began in 2009 and revealed layers of iron sand layers. However, a lack of availability of funding meant the further exploration and studies into the project were brought to a halt. However, the recent recapitalisation of the Company‟s structure has enabled to the company to commence a review of the project to assess whether to continue to explore and potentially develop the project.

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5.2 Historical Statement of Financial Position

	Reviewed as at Audited as at 31-Dec-11 30-Jun-11 $ $ 2,227,208 2,420,255 69,639 75,991 16,695 - 2,313,542 2,496,246 519,834 519,834 519,834 519,834 2,833,376 3,016,080 209,622 233,419 209,622 233,419 209,622 233,419 2,623,754 2,782,661 3,248,200 3,248,200 (624,446) (465,539) 2,623,754 2,782,661
Statement of Financial Position
Current assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Total current assets

Non-current assets
Exploration assets
Total non-current assets
Total assets

Current liabilities
Trade and otherpayables
Total current liabilities
Total liabilities

Net assets


Equity
Contributed equity
Accumulated losses

Total equity

Source: Coziron Financial Statements for the half-year ended 31 December 2011 and the year ended 30 June 2011.

We note the following with regard to the financial position of Coziron:

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The most significant asset at 31 December 2011 is Cash and cash equivalents, accounting for 79% of total assets.
Exploration assets relates to capitalised exploration and evaluation expenditure carried forward in relation to the Agam Iron Sand Project.

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5.3 Historical Statement of Comprehensive Income


	Reviewed for the Audited for the
	Half-year ended 31- Dec -11 Year ended 30-Jun-11
Statement of Comprehensive Income	$ $

Revenue	82,412 31,178


Depreciation and amortisation expense	- (24,359)

Impairment of receivables and assets	- (35,648)

Employee benefits expense	(77,400) (3,543)

Compliance and professional fees	(125,438) (422,643)

Occupancy expenses	(12,463) (72,022)

Administrator's costs	(26,018) (57,021)

Directors' fees	- (119,043)

Administration expenses	- (70,451)

Loss before income tax	(158,907) (773,552)

Income tax benefit /(expense)	- -

Loss for theperiod	(158,907) (773,552)


Other comprehensive income	- -

Total comprehensive loss for the period	(158,907) (773,552)

Source: Coziron Financial Statements for the half-year ended 31 December 2011 and the year ended 30 June 2011.

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5.4 Capital Structure

The share structure of Coziron as at 3 July 2012 is outlined below:

	Number
Total Ordinary Shares on Issue	454,473,654
Top 20 Shareholders	359,986,027
Top 20 Shareholders - % of shares on issue	79.20%

Source: Security Transfer Registrars Top 20 Listing Report 3 July 2012

The range of shares held in Coziron as at 3 July 2012 is as follows:

	No. of Ordinary	No. of Ordinary
Range of Shares Held	Shareholders	Shares	%Issued Capital
1-1,000	26	14,743	0.00%
1,001-5,000	156	691,754	0.15%
5,001-10,000	68	563,288	0.12%
10,001-100,000	185	6,669,480	1.47%
100,001 – and over	153	446,534,389	98.25%
TOTAL	588	454,473,654	100.00%

Source: Security Transfer Registrars Spread Analysis Report 3 July 2012

The ordinary shares held by the most significant shareholders as at 3 July 2012 are detailed below:

	No of Ordinary	Percentage of
Name	Shares Held	Issued Shares (%)
Yandal Inv PL	174,857,000	38.47%
Nefco Nom PL	40,030,000	8.81%
Lecard PL	19,550,000	4.30%
Ojai Energy PL	16,550,000	3.64%
Total Top 4	250,987,000	55.22%
Others	203,486,654	44.77%
Total Ordinary Shares on Issue	454,473,654	100.00%

Source: Security Transfer Registrars Top 20 Listing Report 3 July 2012

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6. Profile of the Companies to be acquired

6.1 History

A brief overview of the history and operations of Zanthus, Buddadoo and KingX is provided below.

Zanthus

Zanthus is a private company that was incorporated on February 1997. Zanthus is focused on the exploration of iron ore deposits. Zanthus holds seven contiguous granted exploration tenements and two granted prospecting licenses in the Pilbara‟s Hamersley Basin. The tenements are adjacent to the North West Coastal Highway and 120 kilometres southwest of Karratha and the Port of Dampier.

Refer to the Independent Specialist Report prepared by Optiro Pty Ltd (“ Optiro ”) at Appendix 3 for full details on these exploration tenements and prospecting licenses.

Buddadoo

Buddadoo is a private company that was incorporated on 16 January 2007. Buddadoo engages in the exploration of magnetite, copper and zinc ores. Buddadoo holds an Exploration license situated approximately 180 kilometres east of Geraldton.

Refer to the Independent Specialist Report prepared by Optiro at Appendix 3 for full details on this Exploration license.

KingX

KingX is a private company that was incorporated on 2 October 2008. KingX has been granted four exploration licenses, and has eight Exploration license applications pending. The Exploration licenses are located in the Southern Earaheedy basin which is situated approximately 120 kilometres north-east of Wiluna. This ground covered by these Exploration licenses hold a total of 965 blocks prospective for sedimentary manganese and iron ore deposits.

Refer to the Independent Specialist Report prepared by Optiro at Appendix 3 for full details on these Exploration licenses.

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6.2 Historical Statements of Financial Position

The unaudited Statements Financial Position as at 30 June 2012 for Zanthus, Buddadoo and KingX are provided below.

	Unaudited as at
	30-Jun-12
Statement of Financial Position - Zanthus	$
Current assets
Cash and cash equivalents	30,282
Tax receivable	94,133
Total current assets	124,415

Non-current assets
Exploration assets	968,411
Total non-current assets	968,411
Total assets	1,092,826

Current liabilities
Trade and otherpayables	975,757
Total current liabilities	975,757
Total liabilities	975,757
Net assets	117,069

Equity
Contributed equity	500
Retained earnings	116,569
Total equity	117,069

Source: Management Accounts as at 30 June 2012

	Unaudited as at
	30-Jun-12
Statement of Financial Position - Buddadoo	$
Non-current assets
Exploration assets	565,697
Total non-current assets	565,697
Total assets	565,697

Current liabilities
Trade and otherpayables	565,697
Total current liabilities	565,697
Total liabilities	565,697
Net assets	-

Equity
Contributed equity	2
Accumulated losses	(2)
Total equity	-

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	Unaduited as at
	30-Jun-12
Statement of Financial Position - KingX	$
Current assets
Tax receivable	339

Total current assets	339


Non-current assets
Exploration assets	267,012

Total non-current assets	267,012

Total assets	267,351


Current liabilities

Trade and otherpayables	267,012

Total current liabilities	267,012

Total liabilities	267,012

Net assets	339


Equity
Contributed equity	2

Retained earnings	337

Total equity	339

Source: Management Accounts as at 30 June 2012

We have not undertaken a review of Zanthus‟s, Buddadoo‟s or KingX‟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.

6.3 Capital Structure

Zanthus is 100% owned by Motwil and Buddadoo and KingX are 100% owned by Yandal. Creasy is the sole shareholder and director of Yandal and Motwil, which individually and combined form the Creasy Group.

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7. Economic analysis

7.1 Current Economic Conditions

Growth in the world economy picked up in the early months of 2012, having slowed in the second half of 2011. But more recent indicators continue to suggest weakening in Europe and a slower pace of growth in China. Conditions in other parts of Asia have recovered from the effects of last year's natural disasters, but the ongoing trend is unclear and could be dampened by the effects of slower growth outside the region. The United States continues to grow at a modest pace. Commodity prices have declined, which is helping to reduce inflation and providing scope for some countries to ease macroeconomic policies. Australia's terms of trade have peaked, though they remain historically high.

Financial markets have initially responded positively to signs of further progress towards longer-term sustainability in European financial affairs, but Europe will remain a potential source of adverse shocks for some time. While capital markets remain open to corporations and well-rated banks, low appetite for risk has seen long-term interest rates faced by highly rated sovereigns, including Australia, decline to exceptionally low levels. Share markets have remained volatile.

In Australia, recent data suggest that the economy continued to grow in the first part of 2012, at a pace somewhat stronger than had been earlier indicated. Labour market conditions also firmed a little, notwithstanding job shedding in some industries; the rate of unemployment remains low.

There have been no changes to the Bank's outlook for inflation. Over the coming one to two years, and abstracting from the effects of the carbon price, inflation is expected to be consistent with the target. Maintaining low inflation over the longer term will, however, require growth in domestic costs to slow as the effects of the earlier exchange rate appreciation wane.

Interest rates for borrowers have declined, to be a little below their medium-term averages. Business credit has increased more strongly in recent months, though credit growth remains modest overall. The housing market remains subdued. The exchange rate has been volatile recently, but overall remains high.

As a result of the sequence of earlier decisions, there has been a material easing in monetary policy over the past six months. At today's meeting, the Board judged that, with inflation expected to be consistent with the target and growth close to trend, but with a more subdued international outlook than was the case a few months ago, the stance of monetary policy remained appropriate.

Source: www.rba.gov.au Statement by Glenn Stevens, Governor: Monetary Policy Decision 3 July 2012

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8. Industry analysis

8.1 Iron Sand Industry

Titanomagnetite is the correct term used in the field of science to describe what is more generally referred to in everyday language as iron sands. Iron sands originally erode from volcanic rocks and follow the pressures of coastal rivers and the ocean to eventually settle along beaches, sand dunes and ocean beds. Iron sand mining is described as being a niche market, taking into consideration the unique range processes and specialist skills that may be required when comparing one project to another.

In the 1960‟s, 70‟s and 80‟s the demand for iron sands was largely driven by growing demand for steel in a rapidly developing Japan. Today, demand for iron sands is fuelled on the back of similar economic developments in China. The prices for iron sands jumped a dramatic 46% in the first half of 2011. According to Industry of Information and Technology, the increase in demand for steel in China was correlated with an increase in the quantity of imports into China as well as prices. The sustainability of the market for iron sands is likely to be dependent upon the global resource estimates of haematite available. If the prices of haematite continue to grow then the comparatively lower costs that are associated with extraction may enable iron sand mining and the industry as a whole to develop into an attractive alternative.

There are distinct differences in the quality of iron that can be derived from magnetite when compared to haematite. Titanomagnetite is composed of iron, titanium and oxygen. Because of this, magnetite is associated with lower grade assays, between 30-35% iron compared to 55-65% iron for haematite, which is an economic consideration that should be incorporated when assessing the viability of iron sand mining projects. Furthermore, iron sand mining projects are inevitably located around coastal areas in highly populated areas. Non-economic considerations are also relevant to iron sand industry. The environmental impact of any project should be taken seriously and in the past there has been disapproval by local communities shrouding the implementation of iron sand mining processes.

8.2 Iron Ore Industry

Iron ores are rocks from which metallic iron can be economically extracted. Iron is the world‟s most used metal with approximately 98% of world iron ore production being used to make steel. It is primarily used in structural engineering, automobiles and other general industrial applications. Commercial development of iron ore deposits are largely constrained by the position of the iron ore relative to its market and the cost of establishing proper transportation infrastructure such as ports and railways.

There are three main categories of iron ore exports:

Fines : fines are the smallest size category and typically have a granular size less than 9.50mm. They are the most heavily traded category of iron ore;
Lump Ore : lump ore consists of golf ball sized pieces, and generally has a higher iron content than fines; and
Pellets : particle sizes range from 9.50mm to 16.00mm. Pellets are made by agglomeration of finely ground and concentrated ore.

In 2010, an estimated 2.4 billion metric tonnes of iron ore was produced. The world's largest producers are Rio Tinto, Vale and BHP Billiton.

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8.3 Global Market

Recent trends show a majority of the demand for iron ore being sourced from China, which has led some analysts to believe that Chinese steel demand has peaked after reaching and exceeding levels experienced by some of the largest OECD countries. There is however, still considerable scope for an expansion in steel consumption in China‟s interior and more distant provinces where consumption is far behind the larger Chinese cities such as Beijing and Tianjin. The central government is focusing its attention on developing these outer parts of China, and with the expansion of business to these areas to take advantage of low cost labour, it is inevitable that Chinese demand for iron ore will continue to expand. Other countries such as Brazil, India and Indonesia are likely to follow on China‟s development path albeit on a smaller scale, which is likely to ensure a bright future for the global iron ore industry.

8.4 Price Trends

The following graph shows historical iron ore prices since 2008:

China import Iron ore fines 62% Fe Spot (CFR Tianjin port) USD/metric tonne

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

200
180
160
140
120
100
80
60
40
20
0
Source: Bloomberg and BDO Analysis
USD / metric tonne
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The sharp increase in iron ore price movements over the period from March 2008 to March 2009 was marked by a surge in Chinese, Japanese and Korean steel mill demand. During that period, annual iron ore price contracts increased by 65% to 97% compared to the previous year. Iron ore prices subsequently fell during the global financial crisis with a reduction in world market sentiment and hence demand for iron ore. April 2010 saw an increase in price as miners moved to quarterly pricing and global economies began to recover. Additionally, iron ore experienced a sharp rise in price in mid 2010 when Indian state Karnataka banned all iron ore exports. India is currently the world‟s third largest iron ore supplier with approximately a quarter of its 100+ million tonnes of exports originating from Karnataka. The iron ore price increased in mid 2011 on the back of anticipated ore shortages which prompted restocking by the world‟s larger steel mills. The above observed decline in the iron ore price in late 2011 can be attributable to the slow in Chinese ore demand. China is currently the world‟s largest importer of iron ore, yet Chinese imports in October 2011 decreased by 17.5 percent from the previous month. This decrease in Chinese demand for ore was also reflected in the falling steel prices over the same period.

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9. Valuation approach adopted

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 Flow (“ DCF ”)
Quoted Market Price Basis (“ QMP ”)
Net Asset Value (“ NAV ”)
Market Based Assessment
Multiple of Exploration Expenditure (“ MEE ”)

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

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 Coziron shares we have chosen to employ the following methodologies:

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Net asset value as our primary method; and
Quoted market price as our secondary method.

We have chosen these methodologies for the following reasons set out below.

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As Coziron is an exploration company, its core value is in the exploration assets that it holds. We have instructed Optiro Pty Ltd (“ Optiro ”) to provide us with an Independent Specialist Report (Appendix 3) on the value of the assets held by Zanthus, Buddadoo and KingX, and have considered these in the context of Coziron‟s other assets and liabilities. We did not believe it was necessary to obtain an independent valuation for the Agam Iron Sand Project, as no expenditure has occurred on this project since 30 June 2009, we consider the fair value will be between Nil and its carrying amount.
Coziron is listed on the ASX and this provides an indication of the market value where an observable market for the securities exists.
We do not consider an FME valuation is appropriate for mining and exploration companies.
We do not consider the application of DCF is appropriate given the early stage of exploration.

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10. Valuation of Coziron prior to the Transaction

10.1 Net Asset Valuation of Coziron

The value of Coziron assets on a going concern basis prior to the Transaction is reflected in our valuation below:

		Reveiwed as at
	Notes	31-Dec-11	Low value	Preferred value	High value
		$	$	$	$
Assets
Cash and cash equivalents	1	2,227,208	1,726,122	1,726,122	1,726,122
Trade and other receivables		69,639	69,639	69,639	69,639
Prepayments		16,695	16,695	16,695	16,695
Exploration Assets	2	519,834	-	259,917	519,834
Total Assets		2,833,376	1,812,456	2,072,373	2,332,290
Liabilities
Trade and otherpayables	3	209,622	380,978	380,978	380,978
Total Liabilities		209,622	380,978	380,978	380,978
Net Assets		2,623,754	1,431,478	1,691,395	1,951,312
Shares on issue (number)		454,473,700	454,473,700	454,473,700	454,473,700
Value of a Coziron share			$0.0031	$0.0037	$0.0043

We have been advised that there has not been a significant change in the net assets of Coziron since 31 December 2011, other than as noted below. The table above indicates the net asset value of a Coziron share is between $0.0031 and $0.0043, with a preferred value of $0.0037.

The following adjustments were made to the net assets of Coziron as at 31 December 2011 in arriving at our valuation.

1. Cash and cash equivalents

We have adjusted the cash and cash equivalents balance to account for cash used during the five month period from 31 December 2011 to 31 May 2012 of $501,086.

2. Valuation of Coziron‟s mineral assets

We do not believe it was necessary to obtain an independent valuation for the Agam Iron Sands Project, as no expenditure has occurred on this project since 30 June 2009, we consider the fair value will be between nil and its carrying amount.

3. Trade and other payables

We have adjusted the trade and other payables balance to account for the increase in the balance during the five month period from 31 December 2011 to 31 May 2012 of $155,800.

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10.2 Quoted Market Prices for Coziron Securities

To provide a comparison to the valuation of Coziron in Section 10.1, we have also assessed the quoted market price for a Coziron share.

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.

Whilst the Creasy Group will not be obtaining 100% of Coziron, RG 111 states that the expert should calculate the value of a target‟s shares as if 100% control were being obtained. RG 111.13 states that the expert can then consider an acquirer‟s practical level of control when considering reasonableness. Reasonableness has been considered in Section 13.

Therefore, our calculation of the quoted market price of a Coziron share including a premium for control has been prepared in two parts. The first part is to calculate the quoted market price on a minority interest basis. The second part is to add a premium for control to the minority interest value to arrive at a quoted market price value that includes a premium for control.

Minority interest value

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

Information on the Transaction was announced to the market on 3 January 2012, however the Company‟s securities were placed into a trading halt on 22 December 2011 pending the announcement. Also, as noted in section 6.1, Coziron went into administration in 2010 and Coziron was only reinstated into official quotation on 1 March 2011. We have therefore performed our analysis over the period from 2 March 2011 until 22 December 2011, being the last trading day prior to the announcement. The following chart provides a summary of the share price movement over the period to 22 December 2011.

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Coziron share price and trading volume history

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

0.06 1.8
1.6
0.05
1.4
0.04 1.2
1.0
0.03
0.8
0.02 0.6
0.4
0.01
0.2
0.00 -
Volume Closing share price
Share Price ($)
Volume (millions)
----- End of picture text -----

Source: Bloomberg

The daily price of Coziron shares from 2 March 2011 to 22 December 2011 has ranged from a low of $0.025 on 2 March 2011 to a high of $0.058 on 9 December 2011.

As evident in the graph above, the share price has been fairly stable over the period of review, mostly trading in the range of $0.03 to $0.04. Trading activity has been minimal over the period of analysis, with large periods of low and zero volume of trading. We note that there have been fluctuations in the share price of Coziron during periods of minimal trading, indicating there is not a deep market for the Company‟s shares. This is reflected by the increase in share price of Coziron from $0.040 to $0.058 between 30 November 2011 and 9 December 2011. We note higher volumes of trading were experienced in the period immediately following Coziron‟s reinstatement to offical quotation.

During this period a number of announcements were made to the market. The announcements disclosed as price sensitive are set out below:

	Closing Share Price Following Announcement Closing Share Price Three Days After Announcement
Date Announcement	$ (movement) $ (movement)
22/12/2011 Trading Halt	- -

31/10/2011 Quarterly Activities & Cashflow Report	0.04 (Nil) 0.04 (Nil)

29/07/2011 Quarterly Activities & Cashflow Report	0.03 (Nil) 0.03 (Nil)
21/04/2011 Quarterly Activities & Cashflow Report	0.03 (Nil) 0.03 (Nil)

The table above clearly demonstrates how Coziron shares exhibited no movement in share price following the release of market information from 2 March 2011 to 22 December 2011. This is both immediately (closing share price following announcement) as well three days after announcements had been made. We attribute this to Coziron‟s limited operations, as reports detailing quaterly activities and cashflows are unlikely to contain price sensitive information whilst the operations of the Company remain limited.

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A significant increase in the value of Coziron shares occured over the period from 30 November 2011 to 9 December 2011. During this period the price of a Coziron share increased from $0.041 to $0.058. We note no significant announcements were released during this period.

To provide further analysis of the market prices for a Coziron share, we have also considered the weighted average market price for 10, 30, 60 and 90 day periods to 22 December 2011.

	22	December 2011	10 Days	30 Days	60 Days	90 Days
Closing Price		$0.0500
Volume Weighted Average Price			$0.0525	$0.0456	$0.0447	$0.0395

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

An analysis of the volume of trading in Coziron shares for the 212 days to 22 December 2011 is set out below:

	Share price low	Share price high	Cumulative Volume traded	As a % of Issued capital
1 day	$0.050	$0.050	-	0.00%
10 days	$0.050	$0.058	800,000	0.18%
30 days	$0.040	$0.058	3,991,759	0.88%
60 days	$0.035	$0.058	4,820,259	1.06%
90 days	$0.030	$0.058	9,928,079	2.18%
180 days	$0.029	$0.058	20,186,813	4.44%
212 days	$0.025	$0.058	30,231,430	6.65%

This table indicates that Cozirons‟s shares display a low level of liquidity, with 6.65% of the Company‟s current issued capital being traded in a 212 day 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.

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 Coziron we do not consider their to be a deep market for the Company‟s shares. This is largely reflected by low and nil trading volumes for the 212 day trading period to 22 December 2011, as

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indicated by the trading chart. In particular we note fluctuations in the Coziron‟s share price which are not correlated to price sensitive information and cannot be attributed to movements in the market with any level of certainty.

Our assessment is that a range of values for Coziron shares based on market pricing, after disregarding post announcement pricing, is between $0.0399 and $0.0500, with a preferred value of $0.0400. We believe a value more closely associated with the 90-day VWAP to be more appropriate as this incorporates higher volumes of trading into the calculation.

Control Premium

The concept of a premium for control reflects the additional value that attaches to a controlling interest. In determining whether including a control premium is appropriate in this instance, we believe there are two key considerations. Firstly, we believe it is appropriate to consider the level of control currently held by the Creasy Group and what additional level of control/ability to influence the Company the Creasy Group would gain if the Transaction is accepted and whether a premium for control is appropriate given the current position of the company.

We have reviewed the announced control premia paid by acquirers for mining companies listed on the ASX since 2006. A summary of the control premia is noted in the table below:

		Average	Average	Median
	Number of	Deal Value	Control	Control
Year	Transactions	(AU$m)	Premium	Premium
2012	1	34.7	51.9%	51.9%
2011	20	664.0	26.1%	26.4%
2010	32	733.5	41.6%	37.3%
2009	34	91.2	33.5%	33.7%
2008	9	556.9	36.5%	37.9%
2007	29	585.4	25.6%	26.6%
TOTAL	125	495.6	32.9%	28.7%

Source: BDO Analysis and Bloomberg

In arriving at an appropriate control premium to apply we noted that observed control premia can vary due to the:

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Nature and magnitude of non-operating assets;
Nature and magnitude of discretionary expenses;
Perceived quality of existing management;
Nature and magnitude of business opportunities not currently being exploited;
Level of controlling interest acquired;
Ability to integrate the acquiree into the acquirer‟s business;
Level of pre-announcement speculation of the transaction; and
Level of liquidity in the trade of the acquiree‟s securities.

Across the general Australian mining industry, the average annual control premium paid for effective control transactions over 2007 to 2011 ranged between 25.6% and 41.6,% with an average of 32.9%.

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Quoted market price including control premium

Applying a control premium to Coziron‟s quoted market share price results in the following quoted market price value including a premium for control:

	Low	Preferred	High
	$	$	$
Quoted market price value	0.04	0.045	0.05
Control premium	25%	30%	35%
Quoted market price valuation including a premium for control	0.0520	0.0585	0.0650

Therefore, our valuation of a Coziron share based on the quoted market price method and including a premium for control is between $0.0520 and $0.0650, with a preferred value of $0.0585.

10.3 Assessment of Coziron Value

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

	Low	Preferred	High
	$	$	$
Net asset value (Section 10.1)	$0.0031	$0.0037	$0.0043
ASX market prices (Section 10.2)	$0.0520	$0.0585	$0.0650

We believe the Net asset value methodology is the most appropriate in this instance due to the limited operations of the Company and the low level of liquidity displayed in the trading of the Company‟s shares.

Based on the results above we consider the value of a Coziron share to be between $0.0031 and $0.0043, with a preferred value of $0.0037.

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11. Valuation of Coziron following the Transaction

11.1 Net Asset Valuation of Coziron following the Transaction

The value of Coziron‟s assets on a going concern basis following the Transaction is reflected in our valuation below:

	Low value Preferred value High value
	Notes $ $ $

Assets
Cash and cash equivalents	1 1,917,656 1,917,656 1,917,656

Trade and other receivables	69,639 69,639 69,639

Prepayments	16,695 16,695 16,695
Exploration assets	2 6,910,000 11,319,917 15,719,834

Total Assets	8,913,990 13,323,907 17,723,824

Liabilities

Trade and otherpayables	380,978 380,978 380,978

Total Liabilities	380,978 380,978 380,978


Net Assets	8,533,012 12,942,929 17,342,846


Shares on issue (number)	3 974,473,700 974,473,700 974,473,700



Value of a Coziron share (full controlling basis)	$0.0088 $0.0133 $0.0178

Discount for minority interests	4 10% 15% 20%


Value of a Coziron share (minority interest basis)	$0.0079 $0.0113 $0.0142

The table above indicates the net asset value of a Coziron share following the Transaction on a minority interest basis is between $0.0079 and $0.0142, with a preferred value of $0.0113.

The valuation above is based on the value of the net assets prior to the Transaction (refer Section 10.1) and the following adjustments to reflect the net assets following the Transaction.

1. Cash and cash equivalents

Notes / reference	$
Balance prior to the Transaction Section 10.1	1,726,122
Proceeds from the Capital Raising Note 3	2,000,000
Cash reimbursement of prior costs paid to the Creasy Group	(1,808,466)
Pro-forma balance following the Transaction	1,926,122

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Under the Agreements, the Creasy Group is entitled to be reimbursed for prior expenditure on the tenements acquired. The amount to be reimbursed is as set out in the table below

Project	Company	Amount $
Buddadoo	Yandal	565,697.15
Zanthus	Motwil	975,757.70
KingX	Yandal	267,011.80
TOTAL		1,808,466.65

Reimbursement is subject to approval of the ASX and the Company raising a minimum $7,000,000 by 30 June 2013. In the event that the Company has not raised $7,000,000 by 30 June 2013 the date may be extended to 30 June 2014 or the amount reimbursed through the issue of shares. As the issue price of such future capital raising and ability of the Company to successfully complete such a capital raising is unknown, it is not appropriate to include the effects on cash and share capital from the issue of when considering the net asset value of Coziron following the Transaction. However, we do consider it appropriate to reduce the net assets of Coziron following the Transaction for the liability assumed for the reimbursement of prior costs incurred by the Creasy Group, which we have elected to offset against the cash and cash equivalents balance.

2. Valuation of the mineral assets held by Zanthus, Buddadoo and KingX

We have instructed Optiro to provide an independent market valuation of the exploration assets held by Zanthus, Buddadoo and KingX. Optiro considered a number of different valuation methods when valuing the exploration assets of Zanthus, Buddadoo and KingX. Optiro has selected the values derived from the Geoscientific Rating Method (the Kilburn method) as the preferred valuation for the exploration assets. The Kilburn method is discussed in Section 8.1 of the Optiro Valuation Report (Appendix 3 of our Report). We consider the Kilburn method to be appropriate given the exploration assets are considered to be early stage exploration projects.

The range of values for each of Zanthus, Buddadoo and KingX‟s exploration assets as calculated by Optiro is set out below:

	Low Value $m Preferred Value $m High Value $m
Mineral Asset

Zanthus	5.53 9.07 12.6

Buddadoo	0.12 0.32 0.53

KingX	2.48 3.62 4.75

Total	8.13 13.01 17.88

As noted in Section 4, prior to the Company finalising any purchase of shares in Buddadoo, KingX and Zanthus, each of these companies is required to enter into a Joint Venture Agreement with the entity holding the remaining 15% interest in each of the projects. Thus Coziron will only be acquiring 85% of the exploration assets valued by Optiro; as detailed below:

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	Low Value $m Preferred Value $m High Value $m
Mineral Asset

Zanthus	4.70 7.71 10.71

Buddadoo	0.10 0.27 0.45

KingX	2.11 3.08 4.04

Total	6.91 11.06 15.20

We have included the value of the Agam Iron Sands Project, currently held by Coziron and as valued in section 10.1 of our Report, in the table below.

Mineral Asset Ref	Low Value $ Preferred Value $ High Value $

Acquired Mineral assets per above	6,910,000 11,060,000 15,200,000

Agam Iron Sand Project 10.1	- 259,917 519,834

Total	6,910,000 11,319,917 15,719,834

The table above indicates a range of values between $6.91 million and $15.72 million, with a preferred value of $11.32 million.

3. Shares on issue (number)

	Low value
	$
Shares on issue prior to the Transaction	454,473,700
Shares issued to the Creasy Group as consideration	500,000,000
Shares issued pursuant to share applications received	20,000,000
Pro-forma Shares on issue following the Transaction	974,473,700

It is a condition of the Agreements that Coziron maintain a balance of $2,000,000 in its share application account at all times until Completion. The Company has received $2,000,000 in share applications for 20,000,000 shares to be issued at $0.10 each. We have reflected the issue of the shares following Completion as an increase in cash and cash equivalents of $2,000,000.

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4. Minority interest discount

We have reviewed the observed control premiums paid by acquirers of iron ore companies listed on the ASX to determine appropriate minority interest discounts. We have summarised the findings below:

	Announce Date Target Name Acquirer Name Deal Value (A$ million) Shareholding Interest Post Transaction Announced Control Premium Implied Control Premium Average Minority Discount Median Minority Discount

	Effective Control Acquisitions

	27/06/2011 FerrAus Limited Atlas Iron Ltd 125.49 100.0% 27.6% 25.0% 21.6% 20.0% 23/05/2011 Territory Resources Ltd Noble Group 122.06 100.0% 75.4% N/A 43.0% N/A 21/12/2010 Giralia Resources NL Atlas Iron Ltd 983.83 100.0% 52.5% 30.0% 34.4% 23.1% 10/03/2010 Aurox Resources Ltd Atlas Iron Ltd 131.49 100.0% 128.6% 26.5% 56.3% 20.9% 16/10/2009 United Minerals Corp NL BHP Billiton Ltd 191.82 100.0% 38.6% N/A 27.8% N/A 7/09/2009 Warwick Resources Ltd Atlas Iron Ltd 48.59 100.0% 60.1% 26.5% 37.5% 20.9%











	20/08/2009 Polaris Metals NL Mineral Resources Ltd 138.63 100.0% 109.2% 20.0% 52.2% 16.7% 14/03/2008 Midwest Corp Ltd Sinosteel Corp 1,068.62 100.0% 36.0% N/A 26.5% N/A



	10/01/2008 Cliffs Asia Pacific Iron Ore Holdings Pty Ltd Cliffs Natural Resources Inc 559.42 100.0% 16.8% N/A 14.4% N/A 24/07/2006 Aztec Resources Ltd/Australia Mount Gibson Iron Ltd 207.24 100.0% 36.5% N/A 26.7% N/A 11/01/2005 Cliffs Asia Pacific Iron Ore Holdings Pty Ltd Cliffs Natural Resources Inc 508.28 80.4% 36.5% N/A 26.7% N/A






	Average 56.1% 25.6% 36.0% 20.4%

	Median 38.6% 26.5% 27.8% 20.9%

Due to a relatively low number of transactions of this nature, we have also analysed control premiums paid by acquirers of ASX listed companies across the mining industry as a whole to provide further supporting evidence of an appropriate minority interest discount. We have summarised our findings below:

		Average	Average	Median	Average	Median
	Number of	Deal Value	Control	Control	Minority	Minority
Year	Transactions	(AU$m)	Premium	Premium	Discount	Discount
2012	1	34.7	51.9%	51.9%	34.2%	34.2%
2011	20	664.0	26.1%	26.4%	20.7%	20.9%
2010	32	733.5	41.6%	37.3%	29.4%	27.2%
2009	34	91.2	33.5%	33.7%	25.1%	25.2%
2008	9	556.9	36.5%	37.9%	26.7%	27.5%
2007	29	585.4	25.6%	26.6%	20.4%	21.0%
TOTAL	125	495.6	32.9%	28.7%	24.8%	22.3%

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Based on the tables above, we observe that significant control premia on a company‟s share price are paid for Australian iron ore companies, with an average control premium of 56.1% and a median control premium of 38.6% observed, equating to an average minority discount of 36.0% and median minority discount of 27.8%.

These significant premia, in part reflect the strategic value of the target to the acquirer above the conventional level of control premium paid.

We have also analysed the implied premia. These premia have been obtained from the targets‟ Independent Expert‟s Report and represent the control premium used when analysing the target‟s share price. From our analysis, an average premium of 25.6% and a median of 26.5% have been used, equating to an average minority discount of 20.4% and median minority discount of 20.9%.

Across the general Australian mining industry, the average control premium paid for effective control transactions over 2007 to 2011 was 32.9%, with a median control premium of 28.7%, equating to an average minority discount of 24.8% and median minority discount of 22.3%.

We do not consider significant strategic value to exist in this Transaction, as Coziron‟s sole exploration asset is the Agam Iron Sand Project which is at the very early stage of exploration, has no defined JORC resource and has undergone minimal exploration activity in recent years.

Based on minimal nature of current business opportunities in Coziron not currently being exploited, and inability to integrate the businesses, we consider the control premium that could be demanded by Coziron shareholders would be towards the lower end of observed control premiums. Based on our above analysis, we consider an appropriate minority discount range to apply to Coziron Shares to be between 10% - 20%.

Net asset value including minority interest discount

Applying a minority interest discount to Coziron‟s net asset value per share results in the following Net asset value including a minority interest discount:

	Low	Preferred	High
	$	$	$
Value per Coziron share (full controlling value)	$0.0088	$0.0133	$0.0178
Discount for minority interest	10%	15%	20%
Value per Coziron share (minority interest basis)	$0.0079	$0.0113	$0.0142

Therefore, our valuation of a Coziron share based on the Net asset value method on a minority interest basis is between $0.0079 and $0.0142, with a preferred value of $0.0113.

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12. Is the Transaction fair?

The value of a Coziron share prior to the Transaction and the value of a Coziron share following the Transaction is compared below:

		Low	Preferred	High
	Ref
		$	$	$
Value of a Coziron share prior to the Transaction	10.3	$0.0031	$0.0037	$0.0043
Value of a Coziron share following the Transaction	11.1	$0.0079	$0.0113	$0.0142

We note from the table above that the value of a Coziron share if the Transaction is approved is greater than the value of a Coziron share prior to the Transaction. Therefore, we consider that the Transaction is fair.

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13. Is the Transaction reasonable?

13.1 Alternative Transaction

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

13.2 Practical Level of Control

The Creasy Group currently holds a 38.47% interest in Coziron. We believe the Creasy Group‟s level of control of Coziron is significant when compared to all other shareholders, and may be described as a dominant interest. If the Transaction is approved then the Creasy Group will hold an interest of 69.25% in Coziron, dependent on the capital raising achieved.

When shareholders are required to approve an issue that relates to a company there are two types of approval levels. These are general resolutions and special resolutions. A general resolution requires 50% of shares to be voted in favour to approve a matter and a special resolution required 75% of shares on issue to be voted in favour to approve a matter. If the Transaction is approved then the Creasy Group will hold a controlling interest and will be able to pass general resolutions.

The Creasy Group‟s control of Coziron following the Transaction will be significant when compared to all other shareholders. As such, the Creasy Group should be expected to pay a similar premium for control as if it were acquiring 100% of Coziron.

13.3 Consequences of not Approving the Transaction

Potential decline in share price

We have analysed movements in Coziron‟s share price since the Transaction was announced. A graph of Coziron‟s share price since the announcement is set out below.

Coziron share price and trading history - post announcment

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

0.12 3.5
0.10 Announcement Date: 3.0
3 Jan 2012
2.5
0.08
2.0
0.06
1.5
0.04
1.0
0.02 0.5
0.00 -
Volume Closing share price
Share Price ($) Volume (millions)
----- End of picture text -----

Source: Bloomberg

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As evident in the above chart, the share price of Coziron exhibited a significant increase (approximately 100%) following the announcement of the Transaction on 3 January 2012.

Given the above analysis it is possible that if the Transaction is not approved then Coziron‟s share price may decline

13.4 Advantages of Approving the Transaction

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

Advantage	Description
The Transaction is fair	As set out in Section 12 the Transaction is fair. RG 111 states that an offer is
	reasonable if it is fair.
Obtain Iron Ore exploration	The approval of the Transaction will result in the acquisition of the Zanthus,
projects in Western Australia	Buddadoo and KingX exploration projects in Western Australia.
Cash injection from proceeds of	Coziron will have additional cash of approximately $200,000 available from the
capital raising	proceeds of $2 million after initial reimbursements to the Creasy Group of $1.8
	million. The total cash injection could increase dependent on future capital
	raisings.

13.5 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
Dilution of existing Coziron	Prior to the Transaction, non associated Coziron shareholders owned 61.53% of
shareholders	the Company. If the Transaction is approved, non associated Coziron
	shareholders will hold 28.69% of the Company.
	If the Transaction is approved, the Creasy Group will hold a controlling interest
	as described in section 13.2, and be able to pass general resolutions.
Change of risk exposure	Coziron shareholders will be exposed to different risk profiles if the Transaction
	is approved, namely early stage Iron Ore exploration in Western 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 fair and reasonable to the Shareholders of Coziron.

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15. Sources of information

This report has been based on the following information:

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Draft Notice of General Meeting and Explanatory Statement on or about the date of this report;
Audited financial statements of Coziron for the year ended 30 June 2011 and Reviewed financial statements for the half-year ended 31 December 2011;
Unaudited management accounts of Coziron for the period ended 31 May 2012;
Independent Valuation Report of Coziron‟s mineral assets dated 12 July 2012 performed by Optiro;
Share registry information;
Information in the public domain; and
Discussions with Directors and Management of Coziron.

16. Independence

BDO Corporate Finance (WA) Pty Ltd is entitled to receive a fee of $30,000 (excluding GST and reimbursement of out of pocket expenses). 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 Coziron in respect of any claim arising from BDO Corporate Finance (WA) Pty Ltd's reliance on information provided by the Coziron, 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 Coziron and the Creasy Group Companies 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 independence of Coziron and the Creasy Group Companies and their respective associates.

The provision of our services is not considered a threat to our independence as auditors under Professional Statement APES 110 – Professional Independence. The services provided have no material impact on the financial report of Coziron.

A draft of this report was provided to Coziron 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).

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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 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 150 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. Sherif Andrawes is the Chairman of BDO in Western Australia.

Adam Myers is a member of the Australian Institute of Chartered Accountants. Adam‟s career spans 13 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 Coziron for inclusion in the Explanatory Memorandum which will be sent to all Coziron Shareholders. Coziron engaged BDO Corporate Finance (WA) Pty Ltd to prepare an independent expert's report to consider their Transaction to acquire Zanthus, Buddadoo and KingX.

BDO Corporate Finance (WA) Pty Ltd hereby consents to this report accompanying the above Explanatory Memorandum. 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 Explanatory Memorandum other than this report.

BDO Corporate Finance (WA) Pty Ltd has not independently verified the information and explanations supplied to us, nor has it conducted anything in the nature of an audit or review of Coziron, Zanthus, Buddadoo or King X in accordance with standards issued by the Auditing and Assurance Standards Board. However, we have no reason to believe that any of the information or explanations so supplied 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 Zanthus,

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Buddadoo or King X. 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 Coziron, or any other party.

BDO Corporate Finance (WA) Pty Ltd has also considered and relied upon independent valuations for mineral assets held by Coziron, Buddadoo, KingX.

The valuer engaged for the mineral asset valuation, Optiro, 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
Agreements	The combined Sale Agreements and Deeds
ASIC	Australian Securities and Investments Commission
ASX	Australian Securities Exchange
BDO	BDO Corporate Finance (WA) Pty Ltd
Buddadoo	Buddadoo Metals Pty Ltd, a 100% owned subsidiary of Yandal
The Company	Coziron Resources Limited
Coziron	Coziron Resources Limited
Creasy Group	consists of Marc Creasy, the individual, and Yandal and Motwil, being companies Mark
	Creasy is the sole shareholder and director of.
DCF	Discounted Future Cash Flows
Deeds	The Deeds of Variation executed 16 July 2012
FME	Future Maintainable Earnings
KingX	KingX Pty Ltd, a 100% owned subsidiary of Yandal
Motwil	Motwil Pty Ltd, Vendor company 100% owned by Mark Creasy
NAV	Net Asset Value
The Transaction	The Transaction to acquire 100% of Zanthus, Buddadoo and KingX for the issue 500
	million shares in Coziron to the Creasy Group.
Optiro	Optiro Pty Ltd
Our Report	This Independent Expert‟s Report prepared by BDO
RG111	Content of expert reports (March 2011)
RG112	Independence of experts (March 2011)
Sale Agreements	The original Share Sale and Purchase Agreements executed 30 December 2011
Shareholders	Shareholders of Coziron not associated with the Creasy Group
VWAP	Volume Weighted Average Price
Yandal	Yandal Investments Pty Ltd, Vendor company 100% owned by Mark Creasy
Zanthus	Zanthus Resources Pty Ltd, a 100% owned subsidiary of Motwil

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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 (“NAV”) 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 the 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 maintainable 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.

6 Multiple of Exploration Expenditure (“MEE”) The Past Expenditure method is a method of valuing exploration assets in the resources industry. It is applicable for areas which are at too early a stage of prospectivity to justify the use of alternative valuation methods such as DCF. The Past Expenditure method is often referred to as the Multiple of Exploration Expenditure method.

Past expenditure, or the amount spent on exploration of a tenement, is commonly used as a guide in determining value. The assumption is that well directed exploration adds value to a property. This is not always the case and exploration can also downgrade a property. The Prospectivity Enhancement Multiplier (“ PEM ”) which is applied to the effective expenditure therefore commonly ranges from 0.5 to 3.0. The PEM generally falls within the following ranges:

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0.5 to 1.0 where work to date or historic data justifies the next stage of exploration;
to 2.0 where strong indications of potential for economic mineralisation have been identified; and
to 3.0 where ore grade intersections or exposures indicative of economic resources are present.

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Appendix 3 – Independent Valuation Re ort re ared b O tiro p p p y p

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Coziron Resources Limited Valuation of the mineral assets of Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd

J_1384

Principal Author: Jason Froud BSc Hons, MAusIMM Principal Reviewer: Ian Glacken FAusIMM (CP), CEng

July 2012

Valuation of the mineral assets of Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd

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Perth Office

Level 4, 50 Colin Street West Perth WA 6005

Doc Ref: 20120712_J1384_Coziron_ IGR and Valuation_Draft.docx

Print Date: 1 August 2012

PO Box 1646 West Perth WA 6872 Australia

Tel: +61 8 9215 0000 Fax: +61 8 9215 0011

Number of copies:

Optiro: 1

Coziron Resources Limited: 1

Optiro Pty Limited ABN: 63 131 922 739 www.optiro.com

Doc Ref: 20120712_J1384_Coziron_ IGR and Valuation_Draft.docx Print Date: 1 August 2012 Number of copies: Optiro: 1 Coziron Resources Limited: 1	Doc Ref: 20120712_J1384_Coziron_ IGR and Valuation_Draft.docx Print Date: 1 August 2012 Number of copies: Optiro: 1 Coziron Resources Limited: 1	Doc Ref: 20120712_J1384_Coziron_ IGR and Valuation_Draft.docx Print Date: 1 August 2012 Number of copies: Optiro: 1 Coziron Resources Limited: 1	Perth Office Level 4, 50 Colin Street West Perth WA 6005 PO Box 1646 West Perth WA 6872 Australia Tel: +61 8 9215 0000 Fax: +61 8 9215 0011 Optiro Pty Limited ABN: 63 131 922 739 www.optiro.com
Principal Author:	Jason Froud BSc Hons, MAusIMM	Signature:
		Date:	12 July 2012
Contributors:	Christine Standing_BSc Hons, MAusIMM, MAIG_
Principal Reviewer:	Ian Glacken FAusIMM(CP), CEng	Signature:
		Date:	12 July 2012
Important Information This Report is provided in accordance with the proposal by Optiro Pty Ltd (“Optiro”) to Coziron Resources Limited and the terms of Optiro’s Consulting Services Agreement (“the Agreement”). Optiro has consented to the use and publication of this Report by Coziron Resources Limited for the purposes set out in Optiro’s proposal and in accordance with the Agreement. Coziron Resources Limited may reproduce copies of this entire Report only for those purposes but may not and must not allow any other person to publish, copy or reproduce this Report in whole or in part without Optiro’s prior written consent. Optiro has used its reasonable endeavours to verify the accuracy and completeness of information provided to it by Coziron Resources Limited which it has relied in compiling the Report. We have no reason to believe that any of the information or explanations so supplied are false or that material information has been withheld. It is not the role of Optiro acting as an independent valuer to perform any due diligence procedures on behalf of the Company. The Directors of the Coziron Resources Limited are responsible for conducting appropriate due diligence in relation to Zanthus, Buddadoo and King X. Optiro provides no warranty as to the adequacy, effectiveness or completeness of the due diligence process. The opinion of Optiro 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. 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 engagement are such that Optiro has no obligation to update this report for events occurring subsequent to the date of this report.

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Valuation of the mineral assets of Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd

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1. EXECUTIVE SUMMARY ............................................................................................... 5	1. EXECUTIVE SUMMARY ............................................................................................... 5
2. INTRODUCTION AND TERMS OF REFERENCE ............................................................... 6
2.1.	INTRODUCTION ..................................................................................................................................... 6
2.2.	TERMS OF REFERENCE AND PURPOSE OF REPORT ................................................................................. 6
2.3.	RESPONSIBILITY FOR THE REPORT AND DATA SOURCES ........................................................................ 6
2.4.	LIMITATIONS AND EXCLUSIONS ............................................................................................................ 7
3. ZANTHUS .................................................................................................................. 7
3.1.	LOCATION AND ACCESS ......................................................................................................................... 7
3.2.	TENURE AND OWNERSHIP ..................................................................................................................... 9
3.3.	MATERIAL AGREEMENTS ....................................................................................................................... 9
3.4.	GEOLOGY AND MINERALISATION ........................................................................................................ 11
3.5.	EXPLORATION ..................................................................................................................................... 13
4. BUDDADOO ............................................................................................................. 14
4.1.	LOCATION AND ACCESS ....................................................................................................................... 14
4.2.	TENURE AND OWNERSHIP ................................................................................................................... 15
4.3.	GEOLOGY AND MINERALISATION ........................................................................................................ 15
4.4.	EXPLORATION ..................................................................................................................................... 15
5. KINGSTON PROJECT ................................................................................................. 17
5.1.	LOCATION AND ACCESS ....................................................................................................................... 17
5.2.	TENURE AND OWNERSHIP ................................................................................................................... 17
5.3.	GEOLOGY AND MINERALISATION ........................................................................................................ 18
5.3.1.	TOOLOO SUBGROUP ............................................................................................................................... 19
5.3.2.	MINNINGARRA SUBGROUP .................................................................................................................... 19
5.3.3.	MINERALISATION .................................................................................................................................... 20
5.4.	EXPLORATION ..................................................................................................................................... 20
6. IRON AND MANGANESE PRICES ............................................................................... 21
6.1.	IRON ........................................................................................................................................... 21
6.2.	MANGANESE ....................................................................................................................................... 22
7. VALUATION CONSIDERATIONS ................................................................................. 23
8. VALUATION APPROACH AND METHODOLOGY.......................................................... 24
8.1.	GEOSCIENTIFIC RATING METHOD ........................................................................................................ 24
8.2.	COMPARABLE TRANSACTION METHOD ............................................................................................... 26
8.3.	JOINT VENTURE TERMS METHOD ........................................................................................................ 27
8.4.	APPRAISED VALUE METHOD................................................................................................................ 27
9. VALUATION ............................................................................................................. 27
9.1.	ZANTHUS AND BUDDADOO ................................................................................................................. 28
9.1.1.	COMPARABLE TRANSACTIONS AND JOINT VENTURE TERMS ................................................................. 28

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9.1.2. GEOSCIENCIFIC RATING METHODS ......................................................................................................... 33	9.1.2. GEOSCIENCIFIC RATING METHODS ......................................................................................................... 33
9.2. KINGX ........................................................................................................................................... 34
9.2.1. COMPARABLE TRANSACTIONS AND JOINT VENTURE TERMS ................................................................. 34
9.2.2. GEOSCIENCIFIC RATING METHODS ......................................................................................................... 36
9.3. SUMMARY VALUATION ....................................................................................................................... 37
10. PREVIOUS MINERAL ASSET VALUATIONS ................................................................ 38
11. DECLARATIONS BY OPTIRO..................................................................................... 38
11.1. INDEPENDENCE ................................................................................................................................. 38
11.2. QUALIFICATIONS ............................................................................................................................... 38
12. REFERENCES ........................................................................................................... 39
13. GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS ......................................... 40
TABLES
Table 1.1	Valuation summary ............................................................................................................................ 6
Table 3.1	Zanthus – tenement schedule ............................................................................................................ 9
Table 3.2	Exploration completed to date on Zanthus’ exploration licences .................................................... 13
Table 4.1	Buddadoo – tenement schedule ...................................................................................................... 15
Table 4.2	Significant assays above 0.30% V2O5cut-off .................................................................................... 16
Table 5.1	Kingston Project – tenement schedule ............................................................................................ 18
Table 8.1	Geoscientific rating criteria (modified by Optiro) ............................................................................ 26
Table 9.1	Selected transactions involving Australian exploration projects with haematite iron
	mineralisation ........................................................................................................................... 30
Table 9.2	Selected transactions involving Australian exploration projects with magnetite iron
	mineralisation ........................................................................................................................... 31
Table 9.3	Zanthus - Geoscientific rating criteria applied to iron mineralisation potential .............................. 33
Table 9.4	Buddadoo - Geoscientific rating criteria applied to iron mineralisation potential .......................... 34
Table 9.5	Selected transactions involving Australian exploration projects with manganese
	mineralisation ........................................................................................................................... 35
Table 9.6	Kingston Project - Geoscientific rating criteria applied to iron mineralisation potential ................. 36
Table 9.7	Valuation summary of the iron potential within the Zanthus exploration licences and the
	mineralisation potential within the and Buddadoo and KingX exploration licences ............... 37
FIGURES
Figure 3.1	Zanthus’ exploration licence area location ....................................................................................... 8
Figure 3.2	Location of Red Hill Iron’s CID rights .............................................................................................. 10
Figure 3.3	Interpreted geology and rock chip samples within Zanthus’ licence area...................................... 12
Figure 4.1	Buddadoo’s exploration licence area location................................................................................ 14
Figure 4.2	Airborne magnetic image showing magnetite bands within the Buddadoo Complex ................... 16
Figure 5.1	Kingston Project tenement location ............................................................................................... 17
Figure 5.2	Kingston Project simplified geology and exploration targets ......................................................... 19
Figure 6.1	Iron ore price, manganese price and ASX All Ordinaries index from February 2008 to
	March 2012 (source: IMF Commodity Prices, Infomine and Yahoo Finance) .......................... 22

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Valuation of the mineral assets of Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd

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1. EXECUTIVE SUMMARY

At the request of Coziron Resources Limited (Coziron), Optiro has prepared an Independent Geologist’s Report and valuation on the mineral assets held by Zanthus Resources Pty Ltd (Zanthus), Buddadoo Metals Pty Ltd (Buddadoo) and KingX Pty Ltd (KingX). Optiro understands that this report may be used as a public document to support an Independent Expert Report to be prepared by BDO (Australia) Ltd relating to the acquisition of the mineral assets, as announced by Coziron on 3 January 2012.

The report has been prepared in accordance with the requirements of the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (the VALMIN Code, 2005). A site visit to Zanthus’ Yarraloola Project and exploration licences was undertaken by Mr Jason Froud of Optiro on 4 April 2012.

Zanthus’ tenements are located in the Pilbara region of Western Australia and comprise seven contiguous exploration licences and two granted prospecting licences covering approximately 1,400 km[2] . The licences are located in the Archaean age Hamersley Province of the Pilbara, with known outcrop of Marra Mamba and Brockman Formation containing mapped surficial iron alteration. Zanthus considers that there is good potential for DSO quality iron mineralisation. Optiro is aware that drilling commenced on the Znathus licences on 21 May 2012. As the drillhole assays are not yet available and results are yet to be disclosed to the market, Optiro has not reviewed the drilling data and its valuation of Zanthus’ licence area specifically excludes this information.

The Buddadoo project is located approximately 400 km north of Perth and comprises a single exploration licence of 211 km[2] . The project contains a vanadiferous titanomagnetite deposit hosted by the mafic Buddadoo Complex with known anomalous iron, vanadium and titanium mineralisation.

KingX’s Kingston Project is located in the Earaheedy Basin of Western Australia. The project comprises 12 contiguous exploration licences (approximately 3,000 km[2] ) of which four are granted and eight are pending grant. The project hosts anomalous manganese results returned from rockchip sampling at the Kingsland and Baigong prospects and manganese mineralisation which outcrops at the Yelma prospect.

Optiro has determined the fair market value of the iron potential within the Zanthus exploration licences and the mineralisation potential within the Buddadoo and KingX exploration licences at an effective valuation date of 12 July 2012. Optiro has selected the value derived from the Geoscientific rating method as the preferred valuation for the exploration potential of the mineralisation within these properties. Optiro’s opinion of the fair market value of the mineralisation potential is that it lies within the range A$8.13 M to A$17.88 M, with a preferred value of A$13.01 M (Table 1.1). The values assigned to these mineral assets are in nominal Australian dollars (A$) and were prepared at the effective valuation date..

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Valuation of the mineral assets of Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd

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Table 1.1 Valuation summary

		Value(A$M)
Mineral asset
	Low	High	Preferred

Zanthus Buddadoo KingX (Kingston)	5.53 0.12 2.48	12.60 0.53 4.75	9.07 0.32 3.62
Total	8.13	17.88	13.01

The opinions expressed and conclusions drawn with respect to this valuation of the iron and manganese mineral assets are appropriate at the valuation date of 12 July 2012. The valuation is only valid for this date and may change with time in response to variations in economic, market, legal or political conditions, in addition to future exploration results.

2. INTRODUCTION AND TERMS OF REFERENCE

2.1. INTRODUCTION

2.2. TERMS OF REFERENCE AND PURPOSE OF REPORT

On 3 January 2012, Coziron announced it had entered into three agreements to acquire three separate projects in Western Australia for a total consideration of 500 M shares at a deemed value of A$15 M. The agreements comprised Coziron acquiring:

100% of Zanthus - Zanthus holds seven contiguous granted exploration licences and two granted prospecting licenses in the Pilbara region of the Hamersley Basin
100% of Buddadoo - Buddadoo holds an exploration licence located 180 km east of Geraldton, within the Yilgarn Province
100% of KingX - KingX holds the Kingston Project, comprising 12 contiguous exploration licences (four granted and eight pending) in the southern Earaheedy Basin on the margin of the Yilgarn Craton, 120 km northeast of Wiluna.

The acquisition of the projects is subject to shareholder approval and at the request of Coziron Resources Limited, Optiro has prepared an Independent Geologist’s Report and valuation on the iron mineralisation mineral assets held by Zanthus Resources Pty Ltd and the mineralisation mineral assets held by Buddadoo Metals Pty Ltd and KingX Pty Ltd. Optiro understands that this report may be used as a public document to support an Independent Expert Report to be prepared by BDO (Australia) Ltd relating to the acquisition of the mineral assets as announced by Coziron on 3 January 2012.

2.3. RESPONSIBILITY FOR THE REPORT AND DATA SOURCES

This report was prepared by Mr Jason Froud (Principal) and Mrs Christine Standing (Principal) and was reviewed by Mr Ian Glacken (Principal) of Optiro. The report has been prepared in accordance with the requirements of the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (the VALMIN Code, 2005). The authors of this report are either Members or Fellows of the Australasian Institute of Mining and

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Valuation of the mineral assets of Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd

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Metallurgy (AusIMM) and, therefore, are obliged to prepare mineral asset valuations in accordance with the Australian reporting guidelines as set out in the VALMIN Code. All values have been compiled in Australian dollar (A$) terms.

In developing its technical assumptions for valuation, Optiro has relied upon information provided by Coziron, Zanthus, Buddadoo and KingX and their consultants, as well as information obtained from other public sources. The material on which this report is based includes internal and open-file project documentation, technical reports and the drillhole database.

Optiro has reviewed all relevant technical and corporate information made available by the management of Coziron, Zanthus, Buddadoo and KingX, which was accepted in good faith as being true, accurate and complete, having made due enquiry. Optiro has sourced publically available information on recent transactions involving iron and manganese properties and has had discussions with Mr George Merhi (Consultant Geologist), Mr Brad Underwood (Senior Project Geologist) and Mr David Compston (Consultant Geologist) of Creasy Group. Mr Jason Froud visited the Zanthus’ exploration licences on 4 April 2012 and viewed the principal target areas that are the focus of the initial drilling campaign planned during May 2012.

2.4. LIMITATIONS AND EXCLUSIONS

The report is based mainly on information provided by Coziron, Zanthus, Buddadoo and KingX, either directly from discussions and data provided, or from reports and correspondence with other organisations whose work is the property of Zanthus, Buddadoo or KingX.

The report is based on information made available to Optiro from 19 March 2012 up to the valuation date. Coziron, Zanthus, Buddadoo and KingX have not advised Optiro of any material change, or event likely to cause material change, to the technical assessment of the mineral assets contained within the Zanthus, Buddadoo and KingX exploration licences. The report specifically excludes any aspects relating to legal issues, commercial and financing matters, land titles and agreements, excepting such aspects as may directly influence the technical assessment of the asset.

The conclusions expressed in this report are appropriate as at 12 July 2012. The valuation is only appropriate for this date and may change in time and response to variations to economic, market, legal or political factors, in addition to ongoing exploration results.

3. ZANTHUS

3.1. LOCATION AND ACCESS

Zanthus’ exploration licences are located in the Pilbara region of Western Australia and are adjacent to the North West Coastal Highway and 120 km southwest of Karratha and the Port of Dampier (Figure 3.1). The Robe River Railway and the Dampier-Bunbury gas pipeline traverse the exploration licences and the proposed railway for the Australian Premium Iron (API) Joint Venture is expected to cross through the tenements and continue to the proposed Anketell Port, west of Cape Lambert. Access to the exploration licences is by the North West Coastal Highway and the Pannawonica Road and thence via unsealed station tracks.

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Valuation of the mineral assets of Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd

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The Pilbara region has a semi-desert climate, with average daily maximum temperatures ranging from approximately 27°C in July to greater than 40°C in January. The average rainfall is around 400 mm per annum, with rainfall typically occurring from December to March associated with cyclonic storm events.

Figure 3.1 Zanthus’ exploration licence area location

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Valuation of the mineral assets of Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd

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3.2. TENURE AND OWNERSHIP

Zanthus holds seven contiguous granted exploration licences and two granted prospecting licences in the Pilbara region of Western Australia (Table 3.1). The exploration licences cover 466 graticular blocks (approximately 1,400 km[2] ) with a further 251 hectares held under prospecting licences.

Optiro notes that Western Australian exploration licences applied for after 10 February 2006 are granted for an initial period of five years with a first renewal of five years and second renewal of two years available. A 40% reduction after year five is generally required.

Table 3.1 Zanthus – tenement schedule

Licence number
	Licence holder	Area	Unit	Grant date	Expiry date

E08/1060 E08/1684 E08/1685 E08/1686 E08/1824 E08/1825 E08/1826 P08/529 P08/530	Zanthus Resources Pty Ltd Zanthus Resources Pty Ltd Zanthus Resources Pty Ltd Zanthus Resources Pty Ltd Zanthus Resources Pty Ltd Zanthus Resources Pty Ltd Zanthus Resources Pty Ltd Zanthus Resources Pty Ltd Zanthus Resources Pty Ltd	4 141 141 148 3 5 24 151 100	Blocks Blocks Blocks Blocks Blocks Blocks Blocks Hectares Hectares	6/07/09 6/07/09 6/07/09 6/07/09 23/10/09 23/10/09 23/10/09 6/07/09 6/07/09	5/07/14 5/07/14 5/07/14 5/07/14 22/10/14 22/10/14 22/10/14 5/07/13 5/07/13

3.3. MATERIAL AGREEMENTS

In November 2009, Zanthus sold its channel iron deposit (CID) rights within a 150 km[2] portion of E08/1685 (Figure 3.2) to Red Hill Iron Ltd (Red Hill Iron). The consideration paid by Red Hill Iron was $2 M in cash and 2 M fully paid ordinary shares in Red Hill Iron. All non-CID rights remain with Zanthus.

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Valuation of the mineral assets of Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd

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Figure 3.2 Location of Red Hill Iron’s CID rights

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Valuation of the mineral assets of Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd

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3.4. GEOLOGY AND MINERALISATION

Zanthus’ exploration licences are located in the Archaean age Hamersley Province of the Pilbara. The Pilbara is a major world iron ore province with high-grade iron ore mines occurring over an area of some 400 km by 150 km. The main host to the iron ore deposits of the Pilbara is banded iron formations (BIF) of the Hamersley Group, in particular the Brockman and the Marra Mamba Formations. Both formations are mapped and known to outcrop within the Zanthus licences.

In general, the high-grade iron deposits of the Pilbara have been subject to supergene enrichment and low grade metamorphic upgrading. Current research modelling by the CSIRO suggests that the high-grade deposits formed by leaching of iron rich sediments with soluble ferrous iron transported along deep-seated structures before being oxidised and precipitated as ferric haematite and/or goethite. Some deposits have then been metamorphosed with goethite recrystallised to haematite.

Within Zanthus’ licence area, both Brockman and Marra Mamba Formations have been mapped and outcrop along strike over 26 km and 29 km respectively. Extensive ferruginous alteration associated with the Brockman and Marra Mamba was also noted. Interpretation of airborne geophysical magnetic imagery shows complex stratigraphic and structural relationships. As these structures are thought necessary for iron enrichment, Zanthus considers that the licences are prospective for BIFhosted direct shipping ore (DSO) haematite deposits both outcropping and under shallow cover. Detailed mapping and sampling undertaken by Zanthus identified over 100 samples with iron assays greater than 50% Fe and low levels of deleterious elements. The interpreted geology of the licence area with rock chip sample locations is shown in Figure 3.3.

The Pilbara is also known to host channel iron deposit (CID) iron ore mineralisation. The Pilbara CIDs formed in Tertiary aged river channels with iron interpreted to have replaced humic swamp material. CIDs are often found as pods within ancient palaeochannels. Mesa A and Mesa J are both operating CID mines owned by a third party located adjacent to Zanthus’ licence area. Other undeveloped CIDs adjacent to Zanthus licences and owned by third parties include Warramboo, Mesa B-F and Mesa H-K, Jewel, Cochrane, Kens Bore, Cardo Bore East and Upper Cane.

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Figure 3.3 Interpreted geology and rock chip samples within Zanthus’ licence area

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3.5. EXPLORATION

Historic exploration of the Zanthus licence area has been limited with no drilling of haematite targets yet undertaken. The main programme of work undertaken to date is a 2006, 25,555 line km airborne magnetic and radiometric survey with data compilation and interpretation completed by Southern Geoscience Consultants over the majority of the licence area. Of particular note is that exposure in the western part of the project area is limited but magnetic interpretation suggests that Hamersley Group rocks may to exist under shallow cover. The magnetic imagery has also assisted with structural interpretation and target generation.

A summary of work completed to date is provided in Table 3.2.

Table 3.2 Exploration completed to date on Zanthus’ exploration licences

Year	Activity
1996 2001 2004 2005 2006 2007 2008 Current	1,087 stream sediment sample and 101 rock chip sample taken as part of regional gold and base metal exploration programme. Not all samples taken from Zanthus licence area. 23 stream sediment and 60 rock chip samples reconnaissance programme identifying minor gold anomalism associated with quartz veining. As part of a joint venture established between Zanthus and De Beers Australia Exploration Limited (DBAE), 417 stream sediment samples were taken during reconnaissance exploration programme for diamonds. Not all samples taken from Zanthus licence area. As follow up to the DBAE reconnaissance stream sediment sampling program, a further 47 soil and 91 stream sediment samples were taken from outside the current licence area. 148 rock chip samples were taken as the first phase of targeting iron ore potential within the Marra Mamba and Brockman Formations. A 25,555 line km airborne magnetic, radiometric and digital elevation model geophysical survey was flown over the current licence area. 194 rock chip and two stream sediment samples taken as follow up to the 2006 programme. 65 rock chip samples taken over CID occurrences within E08/1685 subject to rights agreement with Red Hill Iron Ltd. A heritage survey was completed in May 2012 with in-principle approval for access and drilling granted. An 88 RC drillhole programme of work has been approved by the WA Department of Mines and Petroleum expiring on 30 July 2012. Drilling was reporting as commencing on 21 May 2012. As the drillhole assays are not yet available and results are yet to be disclosed to the market, Optiro has not reviewed the drilling data and its valuation of the project specifically excludes this information

Year

Activity

1996
2001
2004
2005
2006
2007
2008
Current

1,087 stream sediment sample and 101 rock chip sample taken as part of regional
gold and base metal exploration programme. Not all samples taken from Zanthus
licence area.
23 stream sediment and 60 rock chip samples reconnaissance programme
identifying minor gold anomalism associated with quartz veining.
As part of a joint venture established between Zanthus and De Beers Australia
Exploration Limited (DBAE), 417 stream sediment samples were taken during
reconnaissance exploration programme for diamonds. Not all samples taken from
Zanthus licence area.
As follow up to the DBAE reconnaissance stream sediment sampling program, a
further 47 soil and 91 stream sediment samples were taken from outside the
current licence area.
148 rock chip samples were taken as the first phase of targeting iron ore potential
within the Marra Mamba and Brockman Formations.
A 25,555 line km airborne magnetic, radiometric and digital elevation model
geophysical survey was flown over the current licence area.
194 rock chip and two stream sediment samples taken as follow up to the 2006
programme.
65 rock chip samples taken over CID occurrences within E08/1685 subject to rights
agreement with Red Hill Iron Ltd.
A heritage survey was completed in May 2012 with in-principle approval for access
and drilling granted.
An 88 RC drillhole programme of work has been approved by the WA Department of
Mines and Petroleum expiring on 30 July 2012. Drilling was reporting as
commencing on 21 May 2012. As the drillhole assays are not yet available and
results are yet to be disclosed to the market, Optiro has not reviewed the drilling
data and its valuation of the project specifically excludes this information

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4. BUDDADOO

4.1. LOCATION AND ACCESS

The Buddadoo project is located approximately 400 km north of Perth, 180 km east of Geraldton and is approximately 70 km from existing railway infrastructure, from Morawa to Mullewa and onto the Port of Geraldton (Figure 4.1). In January 2011, Brookfield Rail announced a $500 M upgrade of the Morawa to Geraldton rail line to support increased tonnages of iron ore to the Port of Geraldton. The upgrade is planned to include construction of a new dual gauge line between Morawa and Mullewa and an ore transport facility three kilometres north-east of Morawa at Tilley Siding. The facility will support the haematite transport component of Gindalbie Metals’ Karara Iron Ore Project and will act to transfer ore from road to rail into the Geraldton Port.

Access to the project area may be gained via good quality sealed roads to Morawa and then via the Morawa to Yalgoo road which Optiro understands is currently being sealed. Access is thence via station tracks of varying quality.

Figure 4.1 Buddadoo’s exploration licence area location

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4.2. TENURE AND OWNERSHIP

Buddadoo holds a single granted exploration licences in the central west region of Western Australia (Table 4.1). The exploration licence covers 70 graticular blocks (approximately 211 km[2] ).

Optiro notes that Western Australian exploration licences applied for after 10 February 2006 are granted for an initial period of five years with a first renewal of five years and second renewal of 2 years available. A 40% reduction after year 5 is generally required.

Table 4.1 Buddadoo – tenement schedule

Licence number
	Licence holder	Area	Unit	Grant date	Expiry date

E59/1350	Buddadoo Metals Pty Ltd	70	Blocks	10/07/08	9/07/13

4.3. GEOLOGY AND MINERALISATION

The Buddadoo Project contains a vanadiferous titanomagnetite deposit hosted by the Buddadoo Complex.

The Buddadoo Complex is a layered, predominantly coarse gabbro, mafic intrusion that has been emplaced into the Archaean Gullewa Greenstone Belt (Figure 4.2). The Buddadoo Complex is approximately 8.6 km long, 2.4 km wide and dips steeply to the west. Banded iron formation, sediments and felsic volcanic rocks form the western boundary and younger granitic rocks intrude the base of the complex on the east. Layers of massive cumulate magnetite range in thickness from 5 cm to 4 m and are separated by gabbro and anorthosite containing variable amounts of disseminated magnetite. Vanadium mineralisation is elevated within the magnetite bands and also occurs in the adjacent gabbro layers. The basal (eastern) magnetite bands are rich in vanadium and poor in titanium compared with the upper (western) magnetite bands.

4.4. EXPLORATION

The titanomagnetite prospect was first drilled in 1990 by diamond and shallow RC methods after detailed mapping and sampling traverses identified outcropping magnetite horizons with anomalous vanadium. Based on the RC drilling, an initial mineral estimate was completed. The diamond core was used for metallurgical testwork which indicated the vanadium and iron could be upgraded by magnetic separation.

In 1998, a 100 m line spacing airborne magnetic geophysical survey was flown which clearly showed the magnetite bands within the Buddadoo Complex. Optiro understands that Coziron plans to obtain and reprocess the airborne magnetic data. In 2010, a further four diamond drillholes were completed to test part of the stratigraphy and were assayed for V2O5, TiO2 and Fe. Significant assays are shown in Table 4.2.

Furthermore, Optiro understands that in the 1970s copper mineralisation in the north of the tenement was investigated following the discovery of malachite at surface. At least two drillholes were completed around 1975 with a best result of 3.15 m at 3.8% copper. Malachite staining has also been noted in the south of the licence area.

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Figure 4.2 Airborne magnetic image showing magnetite bands within the Buddadoo Complex

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Table 4.2 Significant assays above 0.30% V2O5 cut-off

Hole	From	To	Thickness	V2O5 (%)	TiO2 (%)	Fe(%)
BUDD001 BUDD002 BUDD002 BUDD002 BUDD002 BUDD004 BUDD004 BUDD004 BUDD004 BUDD004 BUDD004 BUDD004 BUDD004 BUDD004 BUDD004	69 41 88 119 192 39 83 117.72 125 157 167.4 171 189 202 208	74.2 45 90 151 195 42 95 121 128 164 169 173 193 205 211	5.2 4 3 32 3 3 12 3.28 3 7 1.6 2 4 3 3	0.59 0.52 0.43 0.39 0.73 0.46 0.43 0.41 0.41 0.39 0.39 0.35 0.32 0.33 0.31	17.4 16.7 8.9 6.8 10.2 17.4 16.7 17.9 14.7 19.0 20.6 18.9 18.7 19.5 18.9	28.7 37.5 29.0 22.4 35.4 43.7 43.0 44.2 36.2 46.0 48.4 45.6 45.0 47.3 45.0

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5. KINGSTON PROJECT

5.1. LOCATION AND ACCESS

KingX’s Kingston Project is located in the Earaheedy Basin of Western Australia, which is located approximately 120 km northeast of Wiluna and approximately 300 km from the railhead at Malcolm, near Leonara. Access to the project is via the Gunbarrel Highway from Wiluna (which crosses through E38/2211, E53/1437, E53/1622 and E38/2212) and thence by station tracks (Figure 5.1).

Figure 5.1 Kingston Project tenement location

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The project is within a semi-arid zone and has low rainfall and extreme temperatures. This region is characterised by hot summers from October to April and by mild winters from May to September. The mean daily temperature ranges from 21.0°C to 37.9°C during summer and 5.4°C to 21.8°C during winter. The mean rainfall for Wiluna is 250 mm per annum and ranges from an average of 5 mm in September to an average of 38 mm in March.

5.2. TENURE AND OWNERSHIP

KingX holds 12 contiguous exploration licences in the southern Earaheedy Basin (Figure 5.1). The ground holding totals 965 blocks (approximately 3,000 km2) that are prospective for sedimentary manganese and iron ore deposits. A tenement list is included as Table 5.1.

Four of the 12 tenements are granted and Optiro understands that there are no major impediments to the granting of the remaining eight tenements following the ‘Right To Negotiate’ (RTN) process

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with indigenous claimants represented by the Central Desert Native Title group. The registered Wiluna Native title claim encloses all of the KingX tenements. This is a standard Exploration and Prospecting Agreement with the purpose of protecting cultural heritage sites and areas of cultural significance during the conduct of exploration or prospecting activities within the native title claim area.

Table 5.1 Kingston Project – tenement schedule

Licence number
	Licence holder	Area	Unit	Grant date	Expiry date

E38/2213 E38/2211 E38/2212 E53/1433 E53/1434 E53/1435 E53/1436 E53/1437 E53/1622 E53/1623 E53/1624 E69/2573	KingX Pty Ltd KingX Pty Ltd KingX Pty Ltd KingX Pty Ltd KingX Pty Ltd KingX Pty Ltd KingX Pty Ltd KingX Pty Ltd KingX Pty Ltd KingX Pty Ltd KingX Pty Ltd KingX Pty Ltd	70 70 70 69 70 70 70 70 70 70 70 196	Blocks Blocks Blocks Blocks Blocks Blocks Blocks Blocks Blocks Blocks Blocks Blocks	15/10/08 Pending 15/10/08 15/10/08 Pending Pending Pending 15/10/08 Pending Pending Pending Pending	25/02/11 - 30/09/11 24/11/11 - - - 21/10/11 - - - -

5.3. GEOLOGY AND MINERALISATION

Sediments on the margin of the Yilgarn Craton were deposited in the Palaeoproterozoic period (approximately 2,000 Ma) as tectonic forces created a basin depression allowing the ocean to encroach over the land. The Kingston Project contains sediments of the Earaheedy Group which forms part of the Palaeoproterozoic Earaheedy Basin. The basement to the Earaheedy Basin is the Archaean Yilgarn Craton, and the early Palaeoproterozoic Yerrida Basin to the west and to the north it is overlain by sediments of the Bangemall and Officer Basins. The Shoemaker crater, a deeply eroded remnant of a former impact crater, lies on the boundary between the Earaheedy Basin and the Yilgarn Craton and is located to the west of the project area.

The Earaheedy Group is a 5 km thick package of shallow marine clastic and chemical sedimentary rocks that are divided into two subgroups: the Tooloo Subgroup and the Minningarra Subgroup. The Tooloo Subgroup consists of (from base to top) the Yelma Formation, Frere Formation, and Windidda Formation. The Tooloo Subgroup is overlain by the Minningarra Subgroup which consists of (from base to top) the Chiall Formation, Wongawol Formation, Kulele Limestone, and Mulgarra Sandstone. The Kingston Project tenements are focussed on the Frere and Windidda Formations and extend into areas of Minningarra Subgroup sediments to the north and the Yelma Formation to the south (Figure 5.2).

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Figure 5.2 Kingston Project simplified geology and exploration targets

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5.3.1. TOOLOO SUBGROUP

The Yelma Formation contains shale, sandstone, and carbonate deposited in shallow-marine and locally fluvial environments. The formation is quite variable laterally and vertically in thickness and composition and was deposited in a fluvial to possibly coastal setting in the south, and a shallowmarine to coastal environment in the north.

The Frere Formation records the onset of iron-oxide precipitation within the basin and consists of up to three major granular iron formation intervals, separated by up to three major shale and siltstone bands, and minor carbonate. The granular iron-formation beds consist of jasperoidal granular iron oxide beds, typically 50 to 200 mm thick, and intraclastic breccia interbedded with shale and siltstone.

The Windidda Formation consists of shale and siltstone, locally stromatolitic carbonate, minor jasperoidal beds, and granular iron formation and is present southeast of the Shoemaker Impact Structure. The Windidda Formation represents a carbonate shelf with coastal lagoons in the southeastern part of the basin.

5.3.2. MINNINGARRA SUBGROUP

The Chiall Formation consists of shale, siltstone, and mudstone intercalated with thick sandstone beds and intraclastic breccia and represents a change from combined chemical and clastic sedimentation to dominantly clastic deposition. The Wongawol Formation consists of shale,

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siltstone to very fine grained sandstone, intraclastic breccia, and carbonate–glauconite breccia. These indicate a very shallow, possibly lagoonal environment, with periods of minimal sedimentation.

The Kulele Limestone is a cyclic platform succession consisting of carbonate units separated by shale and sandstone (up to 300 m thick). This unit records a slight deepening of the basin, accompanied by a drop in terrigenous influx. The Mulgarra Sandstone consists of sandstone, shale, and minor carbonate and may reflect the final stage of terrigenous influx in the basin.

5.3.3. MINERALISATION

MANGANESE

Studies have recorded three major episodes of manganese deposition with the first from 2,400 to 1,800 million years ago corresponding to the same period as the formation of the Earaheedy Basin. The Earaheedy Basin is considered analogous to the Kalahari Manganese Field in South Africa as the two basins are of a similar age. High grade manganese deposits within the Kalahari Basin are a result of the transport of manganese from primary sediments due to circulating hydrothermal waters into structural taps. In the Earaheedy Basin outcropping high grade manganese is interpreted to have formed from circulating hydrothermal fluids. The similarities between the Kalahari and the Earaheedy Basins are important to the Kingston Project as the Kalahari is reported as having greater than 50% of the world’s known manganese resources.

IRON

Iron rich sedimentary formations are also evident in the Earaheedy Basin. The iron mineralisation is hosted in the Frere Formation, which contains layers of peloidal haematite and jaspilite, with some layers of black haematite. Iron rich stratigraphy shows a significant increase in iron around Shoemaker Impact Structure.

Ancient lake beds and palaeochannels with iron rich pisolite gravels have been identified from prospecting work and suggest the potential for channel iron deposits.

GOLD AND BASE METALS

In 2003 the Geological Survey identified epithermal style quartz veining which indicates potential for gold and base metal targets within the basin.

5.4. EXPLORATION

Historic exploration has been limited with the potential for manganese only recognised over the last few years. Previous regional exploration, in the 1980s by Western Mining Corporation Limited and the early 1990s by Northling Pty Ltd, focussed on indicator minerals for diamonds. This included regional mapping, geophysical surveys and sampling for mineralogy and geochemical studies.

Recent work by KingX geologists has focused on the manganese and iron mineralisation potential within the Frere Formation. Geological mapping by KingX indicates that manganese occurs at several stratigraphic levels within the sediments over strike length of 120 km (Figure 5.2). Three

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prospect areas have been identified from geological mapping, structural interpretation of aeromagnetic data and from rock-chip sampling, being the Kingsland, Yelma and Baigong prospects

The Kingsland Prospect, within E38/2213, has manganese outcrops over an area with a strike length of one kilometre. Within this prospect area analysis of 78 rock chip samples returned assays above 30% Mn concentrated around outcrop over a 1.5 km by 0.5 km area. A maximum grade of 45.6% Mn was recorded with 25 samples above 40% Mn. Structural interpretation by KingX using geophysical data indicates potential for this mineralisation to extend to the north, under cover of recent sediments.

Manganese outcrops have been identified at the Yelma prospect and the Baigong prospect. The Yelma prospect is located within the northern area of E53/1624 and extends northwards into E53/1436 and the Baigong prospect is within E38/2212. At the Yelma prospect epithermal quartz veins which are prospective for gold mineralisation have been identified. Rock chip sampling at Yelma has returned some anomalous iron results, but to date manganese grades are low. At Baigong three rock chip samples returned grades of >30% Mn and two samples returned grades of >55% Fe.

Structural interpretation has identified additional targets, with a similar setting to the manganese mineralisation at the Kingsland Prospect. These are located along the 120 km strike length of the stratigraphic horizon that is prospective for manganese mineralisation, at the junctions with large regional structures.

Rock chip sampling at the Kingsland, Yelma and Baigong prospects and in E69/2573 has returned anomalous iron values. Most high grade iron samples are related to the Shoemaker Impact Structure on the western margin of the Kingston Project tenements, within E69/2573. Iron rich stratigraphic horizons show a significant increase in iron around this structure.

6. IRON AND MANGANESE PRICES

6.1.1. IRON

A chart of the ASX All Ordinaries Index, manganese price and iron price data (based on China import iron fines 62% Fe spot) from February 2008 to March 2012 is included in Figure 6.1. Optiro notes that the ASX All Ordinaries Index has recovered from a major downturn towards the end of 2008 and has remained relatively steady from September 2009 to the present.

The iron price increased steadily from 2010 to 2011 and remained relatively constant during 2011 until the last quarter in 2011 when it decreased from approximately US$180/tonne to US$138/tonne. Industry consensus is that for the next two to four years it is likely to remain around US$140/tonne, although Goldman Sachs & Partners Australia Pty increased their forecast to US$150/tonne in 2012, US$165/tonne in 2013 and $150/tonne in 2014, based on concerns that supplies from Brazil will be lower than expected (Bloomberg, 2011).

For the selection of comparable transactions for properties that are prospective for iron mineralisation Optiro has used transactions that occurred after January 2010.

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Figure 6.1 Iron ore price, manganese price and ASX All Ordinaries index from February 2008 to March 2012 (source: IMF Commodity Prices, Infomine and Yahoo Finance)

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6.2. MANGANESE

Manganese is used as an additive in a wide range of steels, non-ferrous alloys, and electronic components, as well as in specialty chemical applications. In the steel manufacturing process, the addition of manganese removes impurities such as sulphur and oxygen. It also optimises the physical properties of the steel by improving its strength, hardness, and abrasion resistance. In 2010-11, approximately 90% of total manganese consumption was within the steel industry.

Manganese ore prices are expected to remain stable, with some occasional spikes (Roskill, 2012). The on-going economic development in emerging markets (China and India), which has seen a large increase in steel production and consumption in recent years, is expected to increase demand for manganese. In response to rising demand, manganese production is expected to increase in the coming years, having recovered from the market downturn in 2009.

While the future of the manganese industry will continue to depend on steel production, other applications including the use of Li-ion and NiMh batteries for consumer, electric vehicle and storage battery applications are likely to increase manganese demand.

A chart of the manganese price data (sourced from Infomine.com) from February 2008 to March 2012 is included in Figure 6.1. Optiro notes that the manganese price has a similar trend to the ASX All Ordinaries Index and has recovered from a major downturn towards the end of 2008 and has seen a steady increase from August 2009 to the present.

For the selection of comparable transactions involving properties that are prospective for manganese mineralisation Optiro has used transactions that occurred after August 2009.

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7. VALUATION CONSIDERATIONS

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 extent and reliability of information available in relation to the asset. The VALMIN Code classifies mineral assets according to the maturity of the asset:

Exploration areas - properties where mineralisation may or may not have been identified, but where a Mineral Resource has not been declared.
Advanced exploration areas - properties where considerable exploration has been undertaken and specific targets have been identified that warrant further detailed evaluation, usually by drill testing, trenching or some form of detailed geological sampling. A Mineral Resource may or may not have been estimated, but sufficient work will have been undertaken on at least one prospect to provide both a good understanding of the type of mineralisation present and encouragement that further work will elevate one or more prospects to the resource category.
Pre-development projects - properties where Mineral Resources have been identified and their extent estimated, but where a decision to proceed with development 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 - properties for which a decision has been made to proceed with development, but which are not commissioned or are not operating at design levels.
Operating mines - mineral properties that have been fully commissioned and are in production.

The VALMIN Code defines value as the fair market value of a mineral asset. The fair market value is the amount of money (or the cash equivalent of some other consideration) for which the mineral asset should change hands on the valuation date in an open and unrestricted market between a willing buyer and a willing seller in an ‘arm’s length’ transaction, with each party acting knowledgeably, prudently and without compulsion. In times of high commodity prices and/or buoyant share market conditions the fair market value ascribed to mineral assets may be higher than their technical value. The fair market value of the mineral asset comprises:

The underlying or technical value which is an assessment of a mineral asset’s future economic benefit under a set of assumptions, excluding any premium or discount for market, strategic or other considerations.
The market component, which is a premium or discount relating to market, strategic or other considerations.

In assessing the value of Zanthus and Buddadoo iron mineral assets and KingX’s manganese mineral assets, Optiro has considered both the technical value and the fair market value of the assets.

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8. VALUATION APPROACH AND METHODOLOGY

In determining the appropriate valuation method(s) to be used for the Zanthus, Buddadoo and KingX licences, Optiro has taken into consideration the classification of these assets according to the categories defined in the VALMIN Code and the different methodologies that are generally accepted as industry practice for each classification. Generally there are three broad methods of valuation that are used for valuing mineral assets: these are the market approach, cost approach and income approach. The market and cost approaches are used for the grass-roots through to advanced exploration stages and the income approached is used for advanced projects with defined reserves to operating mines.

In relation to the iron mineralisation potential within the Zanthus and Buddadoo tenements and the manganese and iron mineralisation potential within the Kingston tenements the projects are considered to be early stage exploration projects. Valuation methodologies generally used for early stage exploration properties are market and cost approaches. The valuation approaches that are generally adopted for exploration areas are defined as inferential methods and rely on comparative or subjective inputs, such as a “rule of thumb” or appraised value method. Such a method values the property in dollars per unit area.

The methodologies considered by Optiro to determine a value for the exploration potential for iron mineralisation within the Zanthus and Buddadoo and the exploration potential for manganese and iron mineralisation within the Kingston exploration licences are summarised below.

8.1. GEOSCIENTIFIC RATING METHOD

The most well-known method of the Geoscientific ratings type is the modified Kilburn Geological Engineering/Geoscientific method which was developed by a Canadian geologist who wished to introduce a more systematic and objective way of valuing exploration properties. The Kilburn and similar rating approaches are acknowledged as industry-standard valuation tools. This method is Optiro’s preferred valuation tool for early stage exploration projects.

The Kilburn method uses a Geoscientific rating which has as its fundamental value a base acquisition cost (BAC) of the tenement. The BAC is the average cost to acquire a unit of exploration tenement (generally a graticular block, square kilometre or hectare) and maintain it for one year, including statutory fees and minimum expenditure commitments.

The determination of the BAC for exploration licences in Western Australia considered the application and retention costs as set by the Government of Western Australia Department of Mines and Petroleum, and the average identification, administration and expenditure costs. The BAC applied to the Zanthus, Buddadoo and KingX exploration licences is A$1114 per graticular block or A$344/km[2] .

In the case of Zanthus’ prospecting licences, Optiro has elected to apply the (lower) exploration licence BAC as Optiro considers the prospecting licences have no particular advance in this case over an exploration licence. Given the small area and location of Zanthus’ prospecting licences they are considered to have negligible exploration value but may hold some future strategic value to Coziron.

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Four technical factors are then applied serially to the BAC of each tenement which enhance, downgrade or have no impact on the value of the property and which allow a value per tenement to be determined. The four technical factors are:

Off-property factor – relates to physical indications of favourable evidence for mineralisation, such as workings and mining on the nearby properties, which may or may not be owned by the company being valued. Such indications are mineralised outcrops, old workings through to world-class mines.
On-property factor – this is similar to the off property factor but relates to favourable indications on the property itself, such as mines with significant production.
Anomaly factor – the anomaly factor relates to the degree of exploration which has been carried out and the level and/or number of the targets which have been generated as a consequence of that exploration. Properties which have been subject to extensive exploration without the generation of sufficient or quality anomalies are marked down under the Kilburn approach.
Geological factor – this refers to the amount and exposure of favourable lithology and/or structure (if this is related to the mineralisation being valued) on the property. Thus properties which have a high coverage of favourable lithology and through-going structures will score most highly.

The ratings applied by Optiro are listed in Table 8.1.

This methodology is used to determine the technical value, and a fifth factor, reflecting the current state of the market, is applied to determine the market value. This market value determined from the Geoscientific rating method has been verified by consideration of the current market for iron exploration properties and manganese exploration properties in Australia.

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Table 8.1 Geoscientific rating criteria (modified by Optiro)

Rating	Off-property factor	On-property factor	Anomaly factor	Geological factor
0.1				Generally unfavourable geological setting
0.5			Extensive previous exploration with poor results	Poor geological setting
0.9			Poor results to date	Generally favourable geological setting, under cover
1.0	No known mineralisation in district	No known mineralisation within tenement	No targets defined	Generally favourable geological setting
1.5	Mineralisation identified	Mineralisation identified	Target identified, initial indications positive
2.0	Resource targets identified	Exploration targets identified		Favourable geological setting
2.5			Significant intersections - not correlated on section
3.0	Along strike or adjacent to known mineralisation	Mine or abundant workings with significant previous production		Mineralised zones exposed in prospective host rocks
3.5			Several significant ore grade intersections that can be correlated
4.0	Along strike from a major mine(s)	Major mine with significant historical production
5.0	Along strike from world class mine

8.2. COMPARABLE TRANSACTION METHOD

The comparable market value approach is a market based approach and is an adaptation of the common real estate approach to valuation. For the purposes of mineral asset valuation, a valuer compiles and analyses transactions, converted to a 100% equity basis, of projects of similar nature, time and circumstance with a view to establishing a range of values that the market is likely to pay for a project. The comparable market approach:

is intuitive, easily understood and readily applied
implies a market premium/discount for the prevailing sovereign risk
captures market sentiment for specific commodities or locations
accounts for intangible aspects of a transaction (i.e. intellectual property).

The transactions deemed to be analogous to the mineral asset being valued are used to determine a unit price (e.g. $/km[2] or $/tonne metal, etc.) for the asset being valued. However, there is an intricate value dynamic between the quantity (size) and quality (grade or prospectivity) that may result in the exclusion of a large number of comparable transactions which in turn may undermine the accuracy of this method.

The comparable market value approach is widely used throughout the minerals industry; however, the valuer must take into account that this approach is largely retrospective and cannot take into account anticipated or recent commodity or other market price movements.

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8.3. JOINT VENTURE TERMS METHOD

The joint venture terms method is a variation of the comparable market value method. This technique involves transactions where only partial ownership of a project is acquired. The joint venture terms method provides the valuer with a larger acquisitions dataset than the comparable market value method, and consequently these approaches are often used simultaneously in mineral asset valuations.

It is recognised that the market will attribute a sliding-scale premium in accordance with the level of ownership acquired (i.e. a joint venture agreement for a 51% interest in a project may attract a market value significantly above that for an identical project in which a 49% interest is acquired). The valuer therefore needs to account for any potential associated with ownership premiums.

8.4. APPRAISED VALUE METHOD

The cost approach or Appraised Value method is founded on the assumption that the intrinsic value of the exploration tenement is based on the exploration expenditure, and that a highly prospective tenement will generally encourage a higher level of exploration expenditure.

This valuation methodology relies upon the premise that a project is at least worth what the owner has previously spent and/or committed to spending in the future. It considers historical and/or planned future expenditure on the mineral asset and includes the amount of expenditure that has been meaningfully used in the past to define a target or resource and the future costs in advancing the exploration.

The value of the property may be determined from the sum of past effective exploration expenditure (usually limited to the past three years) plus any committed exploration expenditure in the current year and the application of a prospectivity enhancement multiplier (PEM). The PEM is determined by the level of sophistication of the exploration for which positive exploration results have been obtained and usually ranges from 0.5 to 3.0.

The principal shortcomings of this method are that there is no consistent base from which to derive the valuation and there is no systematic approach taken in determining the PEM. Optiro places less reliance on values determined this method than those determined from the Geoscientific ratings and comparable transaction methods.

9. VALUATION

Optiro’s approach has been to use the following valuation methodologies for the exploration potential for iron mineralisation within the Zanthus and Buddadoo exploration licences and for manganese mineralisation within the KingX exploration licences:

the Geoscientific rating method
comparable transactions
joint venture terms.

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Optiro considered using the appraised value method but there has only been limited, recent structured exploration. Optiro notes, however, that Coziron has published a preliminary exploration budget for the three project areas totalling A$15.7 M. The exploration budget is contingent on a fund raising of A$20 M, is not a committed exploration spend and is likely to be adjusted based on geological merit and so is not considered suitable for valuation purposes.

9.1. ZANTHUS AND BUDDADOO

9.1.1. COMPARABLE TRANSACTIONS AND JOINT VENTURE TERMS

Optiro reviewed recent transactions involving Australian early-stage, iron (haematite and magnetite) exploration projects. In order to obtain a dataset that is relevant under the current time and circumstance, Optiro has selected transactions that occurred after January 2010 (see Section 6 above) and which are prospective for haematite and magnetite iron mineralisation.

Optiro selected 10 transactions that are considered to be of use in assessing the current market value attributed to haematite iron mineralisation potential similar to that at Zanthus’ exploration licences. Optiro excluded properties with resources and defined exploration target tonnages. The transactions selected by Optiro are listed in Table 9.1.

Optiro’s analysis of the transactions suggests that Australian early-stage, iron exploration projects similar to Zanthus’s exploration licences may attract market values in the range A$300/km[2] to A$45,000/km[2] on a 100% equity basis, but typically range from A$1,200/km[2] to A$16,000/km[2] when considering like size and prospectivity.

Optiro considers the Johnston Range and Twin Peaks/Moorarie transactions (A$8,960/km[2] and A$14,600/km[2] respectively) to be the most comparable. The Twin Peaks/Moorarie transaction is considered to have traded at a premium as the unit price is based on committed expenditure rather than a purchase price. The Johnston Range project is strategically located next to the Windarling Mine and may include a premium due to its sale to Cliffs Natural Resources Inc. Given that a large proportion of the Zanthus licences are under cover and of unknown iron prospectivity, the Johnston Range transaction is considered to represent the upper limit to the unit value.

Optiro selected 12 transactions that are considered to be of use in assessing the current market value attributed to magnetite iron mineralisation potential similar to that at Buddadoo’s exploration licences. Optiro excluded properties with resources and defined exploration target tonnages. The transactions selected by Optiro are listed in Table 9.2. Optiro notes that the Buddadoo Project is also potentially prospective for vanadium. Vanadium projects are thinly traded and Optiro has not identified any suitable comparable vanadium transactions.

Optiro’s analysis of the transactions suggests that Australian early-stage, iron exploration projects similar to Buddadoo’s exploration licences may attract market values in the range A$130/km[2] to A$8,000/km[2] on a 100% equity basis.

Optiro considers the Byro and Ridge transactions (A$500/km[2] and A$1,210/km[2] respectively) to be the most comparable. The Byro project is comparable as it hosts magmatic magnetite but the

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Buddadoo Project would likely traded at a premium due to local infrastructure and the additional potential for VHMS copper mineralisation.

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Table 9.1 Selected transactions involving Australian exploration projects with haematite iron mineralisation

					Implied value (A$/km2)
				Area (km2)
Project	Date	Transaction	Project


Pumbaa Iron Ore Prospect, NT	Mar 2012	Western Desert Resources Ltd entered a joint venture whereby they may earn up to 70% interest by the expenditure of $850,000.	The project is located 500 km southeast of Darwin, NT and is considered prospective for DSO type mineralisation.	997	1,220
Twin Peaks and Moorarie, WA	Mar 2012	Trafford Resources Ltd entered an agreement with Independence Group for an 80% interest whereby Trafford must complete 5,000m of drilling within 12 months and $2 M of expenditure for 51% plus a further$3 M for an additional 29%.	The project is located 220 km northeast of Geraldton, WA and includes three tenements (E591182, E591183, E591244) prospective for DSO iron mineralisation.	428	14,600
Burracoppin, WA	Mar 2011	Enterprise Metals Ltd announced it had agreed to exercise its option to acquire 100% of the Burracoppin Project for 4 M Enterprise Metals shares and a 1.5%gross return royalty.	The Burracoppin is located 280 km east of Perth in the Westonia Greenstone Belt. The project contains geothite and haematite mineralisation associated with BIF.	400	1,900
Central Yilgarn, WA	Feb 2011	Radar Iron announced it had acquired a package of iron ore rights from Southern Cross Goldfields Ltd. The terms of the acquisition were a cash payment of $1.5 M, 1 M shares in Radar and the non iron rights to Radar's exploration licences E77/1280 1281 and 1807.	The Central Yilgarn tenements are located 100 to 200 km north of Southern Cross in Western Australia and host over 80 km of BIF strike extent considered prospective for haematite and magnetite mineralisation.	913	2,030
Nameless, WA	Oct 2010	Dragon Energy Ltd announced it had entered into an agreement to acquire the Nameless Project for a cash consideration of $500,000.	The Nameless Project is located 10 km northwest of Tom Price in the Pilbara region of Western Australia and covers known CID iron mineralisation and Marra Mamba Formation.	31	16,130
Vincent Resources	Aug 2010	Blackcrest Resources Ltd signed an option agreement to farm into two exploration licences held by Vincent Resources Pty Ltd. The farm in was staged in two parts with the first stage to earn 50% interest comprising the issue of 59 M options at strike prices of $0.40 to $1.00, a payment of $300,000 and $2 M exploration expenditure commitment. The unit value is based on the cash consideration for the first stage of the earn in only.	Vincent Resources Pty Ltd holds two exploration licences in central and eastern Australia with prospectivity for channel iron deposits.	2,000	2,300
Ridge Exploration, Qld	Jun 2010	Coltstar Ventures Inc. announced it had entered an agreement to acquire Ridge Exploration Pty Ltd for 10 M Coltstar shares at an issueprice of C$0.35.	The principal asset of Ridge Exploration Pty Ltd is its iron and titanium exploration licence holding in Queensland including the Cadarga Prospect.	3,200	1,210
Robinson Range, WA	Jun 2010	Meteoric Resources NL acquired the Robinson Range Project for total consideration of 1.25 M Meteoric shares. A further consideration of 1 M shares is payable on decision to mine but not taken into account in this valuation.	The Robinson Range acquisition comprises an exploration licence covering the strike extension of BIFs within Meteoric Resources existing licences.	3	44,350

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					Implied value (A$/km2)
				Area (km2)
Project	Date	Transaction	Project


Johnston Range, WA	Mar 2010	Golden State Resources Ltd entered into an agreement to sell its Johnston Range Project to Cliffs Natural Resources Inc for $3 M and a 2%gross royalty.	The Johnston Range Project is located in the Yilgarn region of Western Australia near Cliff's Windarling Project.	335	8,960
Wild Horse Plains, SA	Mar 2010	Archer Exploration Limited entered a farm-in agreement with UraniumSA Ltd to earn 100% of non uranium minerals by spending $300,000 on exploration in twoyears.	The Wild Horse Plains licences are located on the Eyre Peninsula of South Australia with historic work identifying mineralisation above 60% iron at Mt Shannon and Mt Desperate.	895	340

Table 9.2 Selected transactions involving Australian exploration projects with magnetite iron mineralisation

					Implied value (A$/km2)
				Area (km2)
Project	Date	Transaction	Project


Musgrave Project, WA	Apr 2012	Phosphate Australia entered a A$3 million, four year farm-in agreement with Anglo American Exploration. Anglo American must spend more than$3 M to earn 70%.	The project is located 110 km northwest of Warburton and hosts a layered mafic magnetite-rich intrusion also considered prospective for PGEs,vanadium and nickel sulphide deposits	861	4,980
Drew Hill Project, SA	Feb 2012	Havilah Resources Ltd entered a farm-in with Exco Resources Ltd and Polymetals Mining Ltd for the exploration of EL4200 for iron ore. Under the agreement Havilah will earn 75% interest in any ML granted over an iron ore deposit it discovers by spending $1.2 M on explorationprior to 31st December 2013.	The project lies immediately east of Havilah's EL3895, approximately 70 km west-southwest of Broken Hill, South Australia.	230	6,960
Southdown Extension, WA	Oct 2011	Australia Minerals & Mining Group Ltd purchased an 80% interest in Minemakers Limited’s Southdown Extension Project for 5 M shares and 2 M$0.20 options	The project is located 80 km from Albany Port and along strike from Grange’s Southdown magnetite deposit.	311	2,410
South Dam Magnetite Project,SA	Oct 2011	Bonython Metals Group agreed spend up to $1 M to earn a 49% interest and anadditional $0.95 M to earn an 80% interest in the project.	The project is located 200 km northeast of Adelaide. Limited information is available on the iron prospectivity.	860	2,830
Blythe, Tas	Mar 2011	Forward Mining Ltd announced is signed an option to acquire the Blythe Project for A$1.6 M cash, 5 M shares on listing on the ASX and further milestonepayments.	The Blythe project is located in Tasmania and surrounds Tasmania Mines Ltd's Kara scheelite/magnetite mine. The project is within 30 km of the Burnie Port and 7 km from railwayaccess.	324	8,020
Mt Ida, WA	Mar 2011	Fe Limited announced they would acquire the iron rights to the Mt Idaproject for$50,000 and a$1per tonne royalty payment.	The Mount Ida project is located 180 km northwest of Kalgoorlie and covers approximately9.5 km of strike of the Mt Ida - Mt Bevan BIF.	371	130

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					Implied value (A$/km2)
				Area (km2)
Project	Date	Transaction	Project


Burracoppin, WA	Mar 2011	Enterprise Metals Ltd announced it had agreed to exercise its option to acquire 100% of the Burracoppin Project for 4 M Enterprise Metals shares and a 1.5%gross return royalty.	The Burracoppin is located 280 km east of Perth in the Westonia Greenstone Belt. The project contains geothite and haematite mineralisation associated with BIF.	400	1,900
Byro, WA	Feb 2011	Athena Resources Limited entered a share sale agreement to acquire the remaining 20% of the Byro Project it did not already own bywayof a cashpayment of$1 M and issue of 3 M Athena shares.	The Byro project is located in the Ashburton region of Western Australia and is considered prospective for magmatic, magnetite iron ore, copper, nickel and PGEs.	2,820	500
Central Yilgarn, WA	Feb 2011	Radar Iron announced it had acquired a package of iron ore rights from Southern Cross Goldfields Ltd. The terms of the acquisition were a cash payment of $1.5 M, 1 M shares in Radar and the non iron rights to Radar's exploration licences E77/1280 1281 and 1807.	The Central Yilgarn tenements are located 100 to 200 km north of Southern Cross in Western Australia and host over 80 km of BIF strike extent considered prospective for haematite and magnetite mineralisation.	913	2,030
Bullamin, WA	Feb 2011	Reedy Lagoon Corporation Ltd entered a joint venture whereby Cliffs Natural Resources can earn a 75% interest by paying $500,000 in cash and committing to $1 M in exploration expenditure within 12 months and a further$4 M to maintain its 75% interest.	The Bullamine Project is known to host extensive magnetic anomalies indicative of magnetite mineralisation.	3,338	450
Ridge Exploration, Qld	Jun 2010	Coltstar Ventures Inc. announced it had entered an agreement to acquire Ridge Exploration Pty Ltd for 10 M Coltstar shares at an issueprice of C$0.35.	The principal asset of Ridge Exploration Pty Ltd is its iron and titanium exploration licence holding in Queensland including the Cadarga Prospect.	3,200	1,210
Cunderdin, WA	Feb 2010	Enterprise Metals Ltd announced it had acquired a 100% interest in the Cunderdin Project by purchasing all capital in Glintan Pty Ltd for $10,000 cash and 3 M share in Enterprise Metals.	The Cunderdin Project is located 130 km east of Perth and straddles the Great Eastern Highway and Indian Pacific Railway. The project is prospective for magnetite within Archaeanquartz-magnetite BIF.	713	940

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9.1.2. GEOSCIENCIFIC RATING METHODS

Optiro determined Geoscientific ratings for each tenement in reference to the off-property, onproperty, anomaly and geology factors for potential iron mineralisation. The ratings for the Zanthus tenements are listed in Table 9.3. Optiro assigned the ratings based on:

a large, ~1,400 km[2] licence package located in the prospective Hamersley Province
known outcrop of Marra Mamba and Brockman Formation within the licence area with mapped iron alteration
geological work completed to date including geophysical surveys, sampling and mapping
numerous rock chip samples returned with iron grades greater than 55% Fe
potential for DSO quality iron mineralisation
excellent infrastructure endowment in place and planned
operational, third party CID mines proximal to the southern portion of the licence area
negligible exploration value associated with the prospecting licences

Table 9.3 Zanthus - Geoscientific rating criteria applied to iron mineralisation potential

	Offproperty factor	Offproperty factor	Onproperty factor	Onproperty factor	Anomaly factor	Anomaly factor	Geology factor	Geology factor

Tenement	Low	High	Low	High	Low	High	Low	High

E08/1060 E08/1684 E08/1685 E08/1686 E08/1824 E08/1825 E08/1826 P08/529	1	1.5	1	1	1	1	1	1.5
	1.5	2	2	2.5	1.5	2	2.5	3
	1.5	2	2	2.5	1.5	1.5	2.5	3
	1	1.5	1	1	1	1.5	0.9	1
	1	1.5	1	1	1	1	0.9	1
	1	1.5	1	1	1	1	1	1.5
	1	1.5	1	1	1	1.5	0.9	1
	1	1.5	1	1	1	1	0.9	1
P08/530	1	1.5	1	1	1	1	0.9	1

The ratings for the Buddadoo tenements are listed in Table 9.4. Optiro assigned the ratings based

on:

the presence of the vanadiferous titanomagnetite deposit hosted by the mafic Buddadoo Complex
known vanadium and titanium mineralisation based on previous work is typically lower grade (and potentially smaller) than comparable deposits such the Windimurra and Barrambie deposits (held by third parties) which have been economically marginal
vanadium, titanium and iron mineralisation also tends to be thinner than comparable deposits such as the Balla Balla deposit (held by a third party)
the project hosts conceptual VHMS type copper targets which require further investigation
the project is proximal to existing infrastructure which is currently being upgraded.

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Table 9.4 Buddadoo - Geoscientific rating criteria applied to iron mineralisation potential

	Offproperty factor	Offproperty factor	Onproperty factor	Onproperty factor	Anomaly factor	Anomaly factor	Geology factor	Geology factor

Tenement	Low	High	Low	High	Low	High	Low	High

E59/1350	1	1.5	1	1.5	1.5	2	1	1.5

Fair market value is the technical value (as determined by the Geoscientific ratings) plus a premium or discount to account for market, strategic considerations and special purposes. Optiro has examined the past and forecast iron price as well as the strategic location of Zanthus’ exploration licences and has elected to apply a 25% premium to the technical value. No premium or discount has been applied to the Buddadoo project.

The following assumptions have been used by Optiro in applying the Geoscientific ratings method to determine a value for the iron mineralisation potential within the Zanthus and Buddadoo exploration licences:

BAC for Western Australian exploration licence - A$1,114 per block or A$344/km[2]
market factor for Zanthus iron properties – 25%.

Based on the Geoscientific ratings of the iron mineralisation prospectivity within the Zanthus exploration licences, the mineral assets are expected to have a market value that lies in the range A$5.53 M to A$12.6 M, with a preferred value of A$9.07 M. Optiro’s analysis of the transactions suggests that Australian early-stage, iron exploration projects similar to the Zanthus’ project would attract market values in the range A$1,200/km[2] to A$16,000/km[2] . Based on the Geoscientific ratings of the iron mineralisation potential of Zanthus’ exploration licences an average value of A$6,100/km[2] has been determined. This is within the range of values indicated by recent comparable transactions and given the size and overall prospectivity of the licences, this is considered reasonable.

Based on the Geoscientific ratings of the iron mineralisation prospectivity within the Buddadoo exploration licences, the mineral assets are expected to have a value that lies in the range A$0.12 M to A$0.53 M, with a preferred value of A$0.32 M. Optiro’s analysis of the transactions suggests that Australian early-stage, iron exploration projects similar to the Buddadoo Project may attract market values in the range A$130/km[2] to A$8,000/km[2] and likely in the range of A$500/km[2] to A$2,000/km[2] . Based on the Geoscientific ratings of the iron mineralisation potential of Buddadoo’s exploration licences an average value of A$1,500/km[2] has been determined. This is within the range of values indicated by recent comparable transactions.

9.2. KINGSTON PROJECT

9.2.1. COMPARABLE TRANSACTIONS AND JOINT VENTURE TERMS

Optiro reviewed recent transactions involving Australian early-stage, manganese exploration projects. In order to obtain a dataset that is relevant under the current time and circumstance, Optiro has selected transactions that occurred after August 2009 (see Section 6 above) and which are prospective for manganese mineralisation.

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Table 9.5 Selected transactions involving Australian exploration projects with manganese mineralisation

					Implied value (A$/km2)
				Area (km2)
Project	Date	Transaction	Project


Bootu Creek, NT	Feb 2012	Bligh Resources Ltd announced it has entered an option agreement to acquire an 80% interest in EL27651 for 750,000 fully paid ordinary BGH shares. Bligh paid USI a non refundable $50,000 and has 8 months to complete a technical and legal due diligence.	EL27651 is adjacent to Bligh's Bootu Creek Two project and is located 40 km from OM Holdings Bootu Creek Mn Mine. The Adelaide to Darwin rail link runs through the exploration area. Area is prospective for Mn mineralisation.	546	540
Shoemake Iron Ore/Manganese Project, WA	Nov 2011	GMM earned an additional 30% interest in the Shoemake project by expenditure in excess of $1,000,000 within 2 years.	Located 100 km north of Wiluna and 150 km from the planned railway to Golden West Resources iron ore deposit at Wiluna. Tenement E69/1871 is adjacent to Coziron's acquisition tenement. Considered prospective for manganese and haematite iron mineralisation.	347	3,600
North Manganese, NT	May 2011	Acquisition of North Manganese Ltd, which has seven mineral exploration licences,for a cashpayment of $250,000.	Area includes seven exploration applications in shallow marine terrain in the Gulf of Carpentaria inproximityto Gove Peninsula.	3,856	60
Batten Creek Manganese, NT	Aug 2010	Brumby Resources exercised its option to acquire 80% holding in EL 25/467 by the cash payment of $300,000 and 1.5 million shares.	Historical drilling intersection of 6 m at 15% Mn. Geophysical anomalies defined. Also prospective for Zn, Pb and Ag. Same rock types as Groote Eylandt manganese deposit.	331	2,270
Jamieson Tank Manganese/Iron Ore Project,SA	Apr 2010	Through OM (Manganese) Ltd, OM Holdings Ltd has the right to earn 60% in manganese and iron by spending $A0.6M within four years.	Two exploratory drillholes intersected Mn rich zones including 24 m at 12% M. Adjacent to Waddikee project where high grade Mn intersections have been reported.	55	18,330
Waddikee Manganese Prospect,SA	Apr 2010	OM subsidiary signed a A$2 million farm-in agreement with Monax Mining Ltd to further explore Waddikee tenement manganese prospect.	Geological mapping and soil sampling has identified 6 Mn rich horizons. Prospective strike of ~5 km. Up to 50.6% Mn from rock chip sampling.	1,007	3,310
Mt Chester Manganese,WA	Dec 2009	Pioneer Resources acquired outstanding 25% participating interest frompartner GalaxyResources and now holds 100%.	Mt Chester Manganese Project covers manganese outcrop over a 500 m strike length. Rock chipsamples returned assays of 25 to 49% Mn.	4.4	68,180
Gladstone and McArthur River, NT	Nov 2009	Sale of 45% interest in Mn exploration tenements to Genesis Resources Ltd from Western Desert Resources Ltd (Base Metals Pty Ltd)for a cashpayment of$750,000.	Tenement EPM 15571 at Gladstone, Queensland and EL 24814 at McArthur River, NT. Early stage exploration tenement considered prospective for manganese.	573	2,910
Skull Springs, WA	Oct 2009	Shaw River Resources Ltd and Talisman Mining Ltd signed a letter agreement for a farm in on Talisman's East Pilbara Tenements with Shaw River to earn 70% interest by the expenditure of $300,000 over two years and up-front payment of 1,000,000 shares and $50,000 cash.	Project located within 50 km of the Woodie Woodie Manganese Mine in prospective geology.	224	3,320
Near Wolfe Manganese, WA	Sep 2009	AusQuest Ltd purchased E80/4013 for $10,000 and signed a farm in with Legacy Iron Ore Ltd over tenements E80/3923 and a portion of E80/3897 to earn an 80% interest for a total expenditure of $400,000 of which$100,000 must be spent within the first 2years.	Tenements contain strike extensions of adjacent Wolfe Manganese project area which has anomalous Mn results from surface sampling.	148	3,460

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KingX has indicated that the exploration focus for the Kingston project is primarily manganese. Optiro selected 10 transactions that are considered to be of use in assessing the current market value attributed to manganese mineralisation potential similar to that at the Kingston Project exploration licences. Optiro excluded properties with resources and defined exploration target tonnages. The transactions selected by Optiro are listed in Table 9.5.

Optiro’s analysis of the transactions suggests that Australian early-stage, manganese exploration projects similar to the Kingston Projects exploration licences may attract market values in the range A$60/km[2] to A$68,000/km[2] on a 100% equity basis, but typically range from A$540/km[2] to A$3,600/km[2] when considering like size and prospectivity and location.

9.2.2. GEOSCIENCIFIC RATING METHODS

Optiro determined Geoscientific ratings for each tenement in reference to the off-property, onproperty, anomaly and geology factors for potential manganese mineralisation. The ratings for the Kingston Project tenements are listed in Table 9.6. Optiro assigned the ratings based on:

the anomalous manganese results returned from rock-chip sampling at the Kingsland and Baigong prospects
the manganese outcrop identified at the Yelma prospect
the development of a structural and stratigraphic model for manganese mineralisation at the Kingsland prospect and the application of this for target identification
the identified targets for manganese mineralisation based on geological mapping and structural interpretation of the magnetic data.

In applying the Geoscientific ratings Optiro has also considered:

the anomalous iron results returned from rock chip sampling within the western area of the project and the proximity of this area to the Shoemaker impact structure
the presence of epithermal quartz veins within the Earaheedy Basin identified by the Geological Survey and at the Yelma prospect.

Table 9.6 Kingston Project - Geoscientific rating criteria applied to iron mineralisation potential

	Offproperty factor	Offproperty factor	Onproperty factor	Onproperty factor	Anomaly factor	Anomaly factor	Geology factor	Geology factor

Tenement	Low	High	Low	High	Low	High	Low	High

E38/2213 E38/2211	1	1	2	2.5	1.5	2	2	2.5
	1	1	1	1	1	1	1	1.5
E38/2212	1	1	1.5	2	1.5	2	2	2.5
E53/1433	1	1	1	1	1	1	1.5	2
E53/1434	1	1	1	1	1	1	1.5	2
E53/1435	1	1	1	1	1	1	1.5	2
E53/1436	1	1	1	1	1	1	2	2.5
E53/1437	1	1	1	1	1	1	1	1.5
E53/1622	1	1	1	1	1	1	1.5	2
E53/1623	1	1	1	1	1	1	1	1.5
E53/1624	1	1	1	1	1	1	2	2.5
E69/2573	1	1	1	1.5	1.5	2	2	2.5

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Valuation of the mineral assets of Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd

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Fair market value is the technical value (as determined by the Geoscientific ratings) plus a premium or discount to account for market, strategic considerations and special purposes. Optiro has examined the past and forecast manganese prices as well as the location of the Kingston Project exploration licences and has elected not to apply a premium or discount to the valuation of the KingX mineral assets.

The following assumptions have been used by Optiro in applying the Geoscientific ratings method to determine a value for the mineralisation potential within the Kingston exploration licences:

BAC for Western Australian exploration licence - A$1,114 per block or A$344/km[2]
market factor – no premium or discount.

Based on the Geoscientific ratings of the mineralisation prospectivity within the KingX exploration licences, the mineral assets are expected to have a value that lies in the range A$2.48 M to A$4.75 M, with a preferred value of A$3.62 M.

Optiro’s analysis of the transactions suggests that Australian early-stage, manganese exploration projects similar to the KingX project may attract market values in the range A$540/km[2] to A$3,600/km[2] . Based on the Geoscientific ratings of the iron mineralisation potential of the KingX exploration licences an average value of A$1,220/km[2] has been determined. This is within the range of values indicated by recent comparable transactions.

9.3. SUMMARY VALUATION

Optiro has applied a number of recognised valuation methods to derive a value estimate for the mineral assets relating to the iron prospectivity within the exploration licences of Zanthus and Buddadoo and the manganese and iron prospectivity within the Kingston exploration licences.

Optiro’s opinion of the fair market value of iron and manganese potential within the exploration licences, using the methodologies described above, is summarised in Table 9.7. Optiro has selected the values derived from the Geoscientific rating method as the preferred valuation for the exploration potential. This reflects the results obtained from the recent exploration and the geological potential in the as yet unexplored areas.

Table 9.7 Valuation summary of the iron potential within the Zanthus exploration licences and the mineralisation potential within the and Buddadoo and KingX exploration licences

		Value(A$M)
Mineral asset
	Low	High	Preferred

Zanthus Buddadoo KingX (Kingston)	5.53 0.12 2.48	12.60 0.53 4.75	9.07 0.32 3.62
Total	8.13	17.88	13.01

In this report, Optiro has determined the current fair market value of the iron potential within the Zanthus and Buddadoo exploration licences and the manganese potential within the KingX exploration licences as at 12 July 2012. Optiro’s opinion of the fair market value of these assets is

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Valuation of the mineral assets of Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd

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that it is within the range A$8.13 M to A$17.88 M, with a preferred value of A$13.01 M. The values assigned to these mineral assets are in nominal Australian dollars (A$) and were prepared with an effective valuation date 12 July 2012.

Optiro notes that drilling commenced on Zanthus’ licences on 21 May 2012. As the drillhole assays are not yet available and results are yet to be disclosed to the market, Optiro has not reviewed the drilling data and its valuation of Zanthus’ licences specifically excludes this information.

10. PREVIOUS MINERAL ASSET VALUATIONS

Optiro is not aware of any previous valuations of Zanthus, Buddadoo or KingX’s licences.

11. DECLARATIONS BY OPTIRO

11.1. INDEPENDENCE

Optiro is an independent consulting and advisory organisation which provides a range of services related to the minerals industry including, in this case, independent geological services, but also resource evaluation, corporate advisory, mining engineering, mine design, scheduling, audit, due diligence and risk assessment assistance. The principal office of Optiro is at 50 Colin Street, West Perth, Western Australia, and Optiro’s staff work on a variety of projects in a range of commodities worldwide.

This report has been prepared independently and in accordance with the VALMIN and JORC Codes. The authors do not hold any interest in Coziron Resources Limited, Zanthus Resources Pty Ltd, Buddadoo Metals Pty Limited or KingX Pty Ltd, their associated parties, or in any of the mineral properties which are the subject of this report. Fees for the preparation of this report are being charged at Optiro’s standard rates, whilst expenses are reimbursed at cost. Payment of fees and expenses is in no way contingent upon the conclusions drawn in this report.

11.2. QUALIFICATIONS

The principal personnel responsible for the preparation and review of this report are Mr Jason Froud (Principal), Mrs Christine Standing (Principal) and Mr Ian Glacken (Principal) of Optiro.

Mr Jason Froud [BSc (Hons), Grad Dip (Fin Mkts), MAusIMM] is a geologist with over 16 years experience in mining geology, exploration, resource definition, mining feasibility studies, reconciliation, consulting and corporate roles in gold, iron ore, base metal and uranium deposits principally in Australia and Africa. Jason has previously acted as a Competent Person and Independent Expert across a range of commodities with expertise in mineral exploration, grade control, financial analysis, reconciliation and quality assurance and quality control.

Mrs Christine Standing [BSc (Hons) Geology, Grad Dip (Min Econs), MAusIMM, MAIG] is a geologist with 30 years extensive experience in the exploration and mining industry. She has been consulting in resource estimation and generating independent experts’ reports since 1988, and her skills include resource evaluation studies, grade control and reconciliation work. Christine is a Principal

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Valuation of the mineral assets of Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd

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for Optiro in Perth and is involved in independent technical reviews, audits and valuations of exploration assets.

Mr Ian Glacken [BSc (Hons) Geology, MSc (Mining Geology), MSc (Geostatistics), FAusIMM (CP), CEng, MIMMM, DIC] is a geologist with 30 years experience worldwide in the mining industry. He specialises in resource audit and independent expert reports, and has in recent times compiled IGR reports for the IPO of Tusker Gold Ltd, the Finnish assets of Vulcan Resources Ltd and a report on the assets of Aditya Birla Ltd for an IPO, and has recently generated a report on the assets of two copper companies for a merger. Ian was formerly the Group General Manager Resources and Geology for a major consulting firm.

12. REFERENCES

Buddadoo Metals Pty Ltd, 2010. Buddadoo Iron-Vandaium Prospect. Internal company report dated November 2010.
Creasy Group, 2011. KingX Pty Ltd – Earaheedy Manganese Project . Internal company report, file dated September 2011.
Creasy Group, 2011. Zanthus Resources Pty Ltd – Pilbara Iron Ore Projects. Internal company report, file dated September 2011.
Jones, J.A., Piranjo, F., Hocking, R.M. and Grey, K., 2000. Revised stratigraphy for the Earaheedy Group: implications for the tectonic evolution and mineral potential of the Earaheedy Basin. Western Australia Geological Survey, Annual Review 1999-2000, pp. 57 – 64.
JORC Code, 2004. Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserve, prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australasian Institute of Geoscientists and Minerals Council of Australia (JORC), 2004 Edition.
Roskill, 2012. Manganese: Global Industry Markets and Outlook, 12[th] edition 2012. http://www.roskill.com/reports/steel-alloys/manganese
VALMIN, 2005. Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports, prepared by the VALMIN Committee, a joint committee of the Australasian Institute of Mining and Metallurgy, Australasian Institute of Geoscientists and Mineral Industry Consultants Association with the participation of the Australian Securities and Investment Commission, the Australian Stock Exchange Limited, the Minerals Council of Australia the Petroleum Exploration Society of Australia, the Securities Association of Australia and representatives of the Australian financial section, 2005 Edition.

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Valuation of the mineral assets of Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd

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13. GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS


Term	Explanation

Abbreviations	A$ – Australian dollars, B –BAC – base acquisition cost, CID – channel iron deposits, DSO – direct shipping ore, km – kilometre, km2– square kilometre, m – metre, mm – millimetre, M – million, Ma – millionyears ago,t – tonnes,US$– United States dollars.
Chemical elements	Al – aluminium, Fe – iron, Mn – manganese, P – Phosphorus, O – oxygen, S – sulphur, Si – silica, Ti – titanium,V - vanadium.
aeromagnetic	An airborne magnetic survey.
aircore drilling	A method that uses blades to bore a hole into unconsolidated ground. The rods are hollow and contain an inner tube which sits inside the hollow outer rod barrel. The drill cuttings are removed by injection of compressed air into the hole and brought back to the surface upthe inner tube.
alteration	A change in mineralogical composition of a rock through reactions with hydrothermal fluids, temperature orpressure changes.
Archaean	Era of the geological time scale within the Precambrian aeon containing rocks greater than 2500 million years old.
banded iron formation	Iron formation that shows banding, generally of iron-rich minerals and chert or fine-grained quartz.
basement	Ingeneral terms,older or Archaean rocks which are often covered by younger rocks.
core	See diamond drilling.
craton	A stable area of continental crust that has not undergone much plate tectonic or orogenic activity for a long period.
diamond drilling	Drillingmethod whichproduces a cylindrical core of rock bydrillingwith a diamond tipped bit.
dip	Geological measurement – the angle at which beddingor a structure is inclined from the horizontal.
drillhole data	Data collected from the drilling,samplingand assayingof drill holes.
early Proterozoic	The oldest period of the Proterozoic Era of the geological time scale within the Precambrian aeon containingrocks of approximately2500 millionyears old.
epithermal gold	Epithermal gold deposits form in hydrothermal systems related to volcanic activity exhaust shaft Ventilation shaft for removal of exhaust from underground workings.
exploration licence application	Application of an individual/company to a government to obtain the rights to explore for minerals.
fault	A fracture in rock alongwhich displacement has occurred.
goethite	An iron bearingoxide mineral found in soil and other low temperature environments(FeO(OH))
gossanous (rocks)	Gossanous rocks are intensively oxidised and weathered and usually represent the upper and exposed part of an ore deposit or mineral vein. They are enriched in iron containing iron oxides such as goethite and limonite.
granite	A coarsegrained intrusive felsic igneous rock.
granitic intrusion	Granite rock which has been emplaced into the earth’s crust.
greenschist facies	Assemblage of minerals formed duringregional metamorphism.
hydrothermal	The actions of hot water or theproductsproduced bythe action of hot water.
limestone	A rock composed mainlyof calcium carbonate or magnesium carbonate or combinations thereof.
mafic	Silicate minerals, magmas, and volcanic and intrusive igneous rocks that have relatively high concentrations of the heavier and darker minerals.
magmatic	Related to orproduced from magma.
malachite	Copper carbonate mineral.
manganiferous	Enrichment of manganese in rocks.
metamorphic	Theprocess of metamorphism or its results.
mineralisation	Theprocess bywhich a mineral or minerals are introduced into a rock,resultingin a valuable deposit.
Proterozoic	Era of the geological time scale within the Precambrian eon containing rocks of approximately 1000 - 2500 millionyears old.
strike	Geological measurement – the direction of bearingof beddingor structure in the horizontalplane.
VALMIN Code	The Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets for Independent Expert Reports (2005), sponsored by the AusIMM, the ASX, the AIG and MICA among others.
vanadiferous magnetite	A mineral association that is commonly associated with layered intrusions.

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Annexure B – Solicitor’s Report on Tenements

HT123717

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PHONE (61-8) 6211 5000 FAX (61-8) 6211 5055 ABN 83 662 050 668 POSTAL ADDRESS PO Box Z5433, St Georges Tce Perth WA 6831 ADDRESS Level 24 St Martins Tower 44 St Georges Tce Perth WA 6000

10 August 2012

The Directors Coziron Resources Limited c/- Trident Capital Level 24, 44 St Georges Terrace PERTH WA 6000

Dear Sirs

Coziron Resources Limited (ACN 112 866 869) Solicitor’s Report on Mining Tenements

We have been engaged by Coziron Resources Limited (ACN 112 866 869) (“ Company ”) to prepare this report (“ Report ”) for inclusion in the Company’s Notice of General Meeting dated on or about 2 August 2012 (“ Notice ”).

1. Introduction and Scope

1.1. Pursuant to the Notice, the Company is seeking shareholder approval at a general meeting to be held on 29 August 2012 for the Company to complete its obligations under the following agreements (“ Sale Agreements ”):
(a) Share Sale and Purchase Agreement dated 30 December 2011 and varied by Deed of Variation dated 16 July 2012 between the Company and Yandal Investments Pty Ltd (ACN 070 684 810) (“ Yandal ”) to purchase 100% of the fully paid ordinary shares in Buddadoo Metals Pty Ltd (ACN 123 476 764) (“ Buddadoo ”);
(b) Share Sale and Purchase Agreement dated 30 December 2011 and varied by Deed of Variation dated 16 July 2012 between the Company and Yandal to acquire 100% of the fully paid ordinary shares in KingX Pty Ltd (ACN 133 537 274) (“ KingX ”); and
(c) Share Sale and Purchase Agreement dated 30 December 2011 and varied by Deed of Variation dated 16 July 2012 between the Company and Motwil Pty Ltd (ACN 076 409 884) (“ Motwil ”) to purchase 100% of the fully paid ordinary shares in Zanthus Resources Pty Ltd (ACN 077 454 963) (“ Zanthus ”).
1.2. The Company intends to acquire an interest in the Tenements by acquiring the Target Entities from Yandall and Motwil (collectively “ the Vendors ”) under the Sale Agreements.
1.3. We have been requested by the Company to review and report on the mining tenement interests (“ Tenements ”) of Buddadoo, KingX and Zanthus (“ Target Entities ”) as set out in Part 1 of the Schedule to this Report (“ Schedule ”).

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HT123718

PRICE SIERAKOWSKI PTY LTD ACN 113 920 442 AN INCORPORATED LEGAL PRACTICE

1.4. All of the Tenements are located in Western Australia and are identified in the Part 1 of the Schedule.

2. Searches

2.1. We have conducted the following searches of information available on public registers in respect of the Tenements (“ Searches ”):
(a) searches of the Tenements in the registers maintained by the Western Australian Department of Mines and Petroleum (“ DMP ”) on 26 and 27 July 2012 (“ Tenement Searches ”);
(b) native title quick appraisal searches of DMP’s electronic register on 27 and 31 July 2012 (“ DMP Appraisals ”);
(c) native title searches of the National Native Title Tribunal’s (“ NNTT ”) register on 26 and 27 July 2012 (“ Native Title Searches ”);
(d) Aboriginal heritage site searches on the Register of Aboriginal Sites maintained by the Western Australian Department of Indigenous Affairs (“ DIA ”) on 27 July 2012 (“ WA Heritage Searches ”); and
(e) land title searches with the Western Australian Land Information Authority (Landgate) of freehold land subject to the Tenements on 31 August 2012 (“ Land Title Searches ”).
2.2. In addition, we cross checked the DMP Appraisals against the Native Title Searches.
2.3. As a result of the above Searches, we consider this Report provides an accurate statement, as at the date of the respective Searches, as to the status of the Tenements and the respective interests of the Target Entities in those Tenements.
2.4. We have assumed the information in the registers maintained by DMP, DIA and NNTT is accurate. The references in the Schedule to the areas of the Tenements are taken from details shown on DMP’s, DIA’s and NNTT's electronic registers. No survey was conducted to verify the accuracy of Tenement areas.
2.5. On the basis that the terms and effect of the Sale Agreements and other relevant agreements affecting the Tenements are set out in the Notice, we have been instructed not to review such agreements the purposes of this Report.

3. General Information About Mining Tenements in Western Australia

3.1.

Mining Lease

(a) Overview: A mining lease (“ ML ”) granted pursuant to the Mining Act 1978 (WA) (“ Mining Act ”) empowers the holder the exclusive right to find, extract and dispose of any minerals on the land the subject of that ML.
(b) Term: A ML remains in force for a period of twenty one (21) years from the date of grant. However, the holder has an option to renew for another twenty one (21) years on expiry and further renewals are possible on application under the Mining Act.
(c) Area: The maximum area over which a ML may be granted must not exceed 10 square kilometres.

(d) Transfer: The holder of a ML must obtain ministerial consent in order to assign, sublet or part with possession of the ML.
(e) Target Entities’ Interests: None of the Target Entities hold an interest in a ML at the date of this Report.
3.2. Mining Lease Application
(a) Overview: A mining lease application (“ MLA ”) under the Mining Act does not constitute a lease while the application is pending grant. However the applicant has a statutory entitlement to certain rights under the Mining Act.
(b) Grant: A grant may take a considerable amount of time due to the Minister for Mines (or equivalent) having to comply with the law relating to native title. This process is outlined in paragraphs 6 and 7 of this Report.
(c) Target Entities’ Interests: None of the Target Entities hold an interest in a MLA at the date of this Report.
3.3.

Exploration Licence

(a) Overview: An exploration licence (“ EL ”) granted under the Mining Act empowers the holder to enter the land the subject of the EL and undertake operations for the purposes of exploration for minerals.
(b) Term: An EL remains in force for five (5) years from the date of grant with the possibility of renewal by the Minister in certain circumstances.
(c) Area: An EL must not be granted in respect of an area which is greater than 70 blocks, unless otherwise determined by the Minister.
(d) Expenditure: The holder of an EL is required to expend certain amounts upon exploration activities during the term. If these expenditure obligations are not met, the EL may be forfeited.
(e) Transfer: Once an EL has been granted, it cannot be transferred during the first year of its term without the tenement holder obtaining the consent of the Minister.
(f) Conversion: The holder of an EL has, subject to the Mining Act, the right to apply for and to have granted a ML over the land the subject of the EL.
(g) Target Entities’ Interests: The Target Entities have the following interests in ELs:
(i) Buddadoo EL 59/1350
(ii) KingX
- (A) E 38/2211;
- (B) E 38/2213;
- (C) E 53/1434; and
- (D) E 53/1437.
(iii) Zanthus
- (A) E 08/1060;

  - (B) E 08/1684;

  - (C) E 08/1685;

  - (D) E 08/1686;

  - (E) E 08/1824;

  - (F) E 08/1825; and

  - (G) E 08/1826.

(h) The above ELs are set out in Part 1 of Schedule.
3.4.

Exploration Licence Application

(a) Overview: An exploration licence application (“ ELA ”) under the Mining Act does not give the applicant any title in the land or exclusive rights over the land the subject of the ELA.
(b) Grant: The native title procedures in paragraphs 6 and 7 of this Report must be complied with for an ELA to be successfully granted. If an ELA is successful, the Minister will grant an EL to the applicant.
(c) Target Entities’ Interests: The only Target Entity with interests in ELAs is King X, which are as follows:
- (i) E 38/2212;
- (ii) E 53/1433;
- (iii) E 53/1435;
- (iv) E 53/143;
- (v) E 53/1622;
- (vi) E 53/1623;
- (vii) E 53/1624; and
- (viii) E 69/2573.
(d) The above ELAs are set out in Part 1 of the Schedule.
3.5.

Prospecting Licence

(a) Overview: A prospecting licence (“ PL ”) granted under the Mining Act permits the holder to enter the land the subject of the PL and undertake operations for the purposes of prospecting for minerals.
(b) Term: A PL remains in force for four (4) years and can be extended for a further four (4) years. P
(c) Conversion: Under the Mining Act, the holder a PL has a right to apply for and have granted an ML over any of the land the subject of the PL, subject to provisions of the Mining Act and the conditions of the licence. The holder must make an application for conversion of a PL to an ML prior to the expiry of the PL.
(d) Target Entities’ Interests: The only Target Entity with interests in PLs is Zanthus, which are as follows:
(i) P 08/0529; and
(ii) P 08/0530.
(e) The above PLs are set out in Part 1 of the Schedule.

4. Tenement Conditions and Forfeiture

4.1. Mining tenements in Western Australia are granted subject to various standard conditions prescribed by the Mining Act and the Mining Regulations 1981 (WA) including payment of annual rent, minimum expenditure requirements, reporting requirements and standard environmental conditions. Further, conditions may be imposed by the Minister in respect of a particular mining tenement (such as restrictions on mining or access to certain reserves).
4.2. If a tenement holder fails to comply with the terms and conditions of a tenement, the Warden or the Minister (as applicable) may impose a fine or order that the tenement be forfeited. In most cases an order for forfeiture can only be made where the breach is of sufficient gravity to justify forfeiture of the tenement. In certain cases, a third party can institute administrative proceedings under the Mining Act before the Warden seeking forfeiture of the tenement.
4.3. In the case of failure to comply with the annual minimum expenditure requirements, the tenement holder can apply to the DMP for an exemption. In addition, a third party can object to an application for exemption for expenditure. If an exemption application is refused then it is open to the Warden or Minister (as applicable) to impose a fine or make an order for forfeiture.
4.4. The DMP Searches do not show any forfeiture notices in respect of any of the Tenements.

5. Aboriginal Sites

5.1.

Commonwealth Legislation

(a) The Tenements are subject to the provisions of the Aboriginal and Torres Strait Islander Heritage Protection Act (1984) (Cth) (“ Commonwealth Heritage Act ”).
(b) The Commonwealth Heritage Act contains provisions designed to preserve and protect from injury or desecration, areas and objects which are of particular significance to Aboriginal people in accordance with Aboriginal tradition. An area or object is found to be desecrated if it is used or treated in a manner inconsistent with aboriginal tradition.
(c) The Commonwealth Minister for Indigenous Affairs may make a declaration to preserve an Aboriginal area or site of significance. Such declarations may be permanent or interim and have the potential to interfere with mining or exploration activities. Failure to comply with a declaration is an offence under the Commonwealth Heritage Act.
5.2. Western Australian Legislation
(a) The Aboriginal Heritage Act 1972 (WA) (“ WA Heritage Act ”) applies to the Tenements as they are located in Western Australia. This Act makes it an offence, amongst other things, to alter or damage an Aboriginal site or object on or under an Aboriginal site.

(b) An Aboriginal site is defined under the WA Heritage Act to include any sacred, ritual or ceremonial site which is of importance and special significance to persons of Aboriginal descent.
(c) An Aboriginal site may be registered under the WA Heritage Act, but registration is not required. In fact there is no requirement or need for an Aboriginal site to be registered in any public manner or, indeed, to be in any way acknowledged as an Aboriginal site for it to qualify as an Aboriginal site under the WA Heritage Act. Further, tenement holders customarily consult with Aboriginal traditional owners of the tenement land and undertake Aboriginal heritage surveys so as to ascertain if any Aboriginal sites exist and to avoid inadvertent disruption of these sites.
(d) The WA Heritage Searches indicate that some of the Tenements are subject to registered or lodged Aboriginal heritage sites. These sites are set out in Part 3 of the Schedule. There may also be other unregistered Aboriginal heritage sites on the Tenements.
(e) In order to engage in any activity that may interfere with an Aboriginal site the Company must obtain the consent of the Minister for Indigenous Affairs (WA) pursuant to Section 18 of the WA Heritage Act. This requires submissions from the Company to the Department of Indigenous Affairs (WA) (“ DIA ”) on the proposed activities, the possible impact on the Aboriginal sites, any negotiations conducted with Aboriginal traditional owners of the lands and any measures that will be taken to minimise the interference.
(f) The Minister will seek a recommendation from the Aboriginal Cultural Material Committee prior to making any determination under Section 18 of the WA Heritage Act.
(g) The Company must ensure that any interference with any Aboriginal sites affect the Tenements is in strict conformity with the provisions of the WA Heritage Act, including any conditions set down by the Minister, as it is otherwise an offence to interfere with such sites.
(h) In addition, we note that some of the registered Aboriginal sites in Part 3 of the Schedule restrict public access to those sites. Any proposed access to those site areas by the Company or its personnel will require the consent of the Minister or the Registrar of Aboriginal Sites (WA).
(i) We are not aware of any heritage or access agreements affecting the Tenements between the Target Entities and Aboriginal traditional owners in respect of the Tenements.

6. Native Title Legislation

6.1. Judicial recognition of native title at common law occurred in Mabo -vQueensland (No 2) 175 CLR 1, [1992] HCA 23 (“ Mabo Case ”), a decision of the High Court of Australia made on 3 June 1992. Generally native title rights to land will be recognised where:
(a) the claimants can establish that they have maintained a continuous connection with the land in accordance with their traditional laws and customs since British settlement in 1788; and
(b) the native title rights have not been lawfully extinguished.

6.2. The High Court held in the Mabo Case that native title rights can be lawfully extinguished by certain government legislation and executive actions which are not inconsistent with native title. In order for extinguishment to be lawful the extinguishment must comply with the obligations imposed by the Racial Discrimination Act 1975 (Cth).
6.3. After the Mabo Case, considerable uncertainties existed about the validity of proprietary rights in Australia, including mining tenements. To address those uncertainties the Commonwealth Parliament responded by passing the Native Title Act 1993 (Cth) (“ NTA ”).
6.4. The NTA came into effect in January 1994 and was substantially amended in 1998 in response to the decision of the High Court in The Wik Peoples -vState of Queensland (1996) 197 CLR 1 (“ Wik Case ”). The Wik Case recognised that the granting of a pastoral lease did not necessarily extinguish all native title rights, some of which could co-exist with the rights under a pastoral lease.
6.5. In summary the NTA:
(a) provides for recognition and protection of native title;
(b) sets up mechanisms for determining claims for native title such as the “right to negotiate” which allows native title claimants to be consulted in relation to certain mining and other developments;
(c) make valid certain “past acts” which would otherwise be invalidated because of native title;
(d) establish ways in which “future acts” (e.g. the granting of mining tenement applications and converting exploration licences and prospecting licences to mining leases) affecting native title may proceed and how native title rights are protected, including rights to compensation; and
(e) provides a process by which claims for native title and compensation can be determined.
6.6. The Western Australian Parliament passed its own legislation, the Land (Title and Traditional Usage) Act 1993 (WA) (“ WA Act ”) prior to the NTA. On 16 March 1995 the High Court found that the WA Act was invalid, and accordingly that Western Australia must comply with the NTA.
6.7. The High Court decision in The State of Western Australia -v- Ward (2002) HCA 28 (8 August 2002) established that where tenure such as a pastoral lease is granted, native title is extinguished to the extent that it is inconsistent with the rights conferred by the pastoral lease.

7. Native Title Claims

7.1.

Procedure

(a) Persons claiming to hold native title may lodge an application for determination of native title with the Federal Court of Australia. Once a native title claim has been lodged, the Court will refer the application to the Native Title Registrar. The Native Title Registrar must determine whether the claim meets certain conditions concerning the merits of the claim, and certain procedural and other requirements set out by the NTA.

(b) If the Native Title Registrar is satisfied the lodged claim meets the registration requirements set out in the NTA (“ Registration Test ”), it will be entered on the Register of Native Title Claims (“ Register ”) maintained by the National Native Title Tribunal (“ NNTT ”). Claimants of registered claims are afforded certain procedural rights under the NTA including the “right to negotiate”.
(c) Claims which fail to meet the Registration Test are recorded on the NNTT’s Schedule of Applications Received. Such claims may be entered on the Register at a later date if additional information is provided by the claimant that satisfies the Registration Test.
(d) Existing pastoral leases on land the subject of the Tenements extinguish the right of native title claimants to control the land, restrict access to the land and require permission for acts to be done.
(e) Where the Tenements relate to land which is currently the subject of a determined native title claim, the determination may provide that, in respect of the determination area there is no native title right or interest in minerals as defined by the Mining Act.
(f) We have not undertaken the considerable historical, anthropological and ethnographic work that would be required to determine the likelihood that the native title determination may be challenged, or the possibility of any further claims being made in the future.
7.2.

Registered Claims and Determinations

The NNTT Searches indicate that some of the Tenements are subject to registered native title claims and determinations. These are set out in Part 2 of the Schedule.

8. Validity of the Tenements

8.1. Tenements Granted Since 23 December 1996
(a) Mining tenements granted since 23 December 1996 which affect native title rights and interests will be valid provided that the “future act” procedures set out in paragraph 8.2 below were followed by the relevant parties.
(b) For the purposes of this Report, as the Company has not been party to the native title proceedings or negotiations, we have assumed that the relevant NTA procedures were followed in relation to each Tenement, and we are not aware of any reason why they would be regarded as not being validly granted.
8.2.

Future Tenement Grants

(a) Right to Negotiate
(i) The valid grant of any mining tenement which may affect native title requires full compliance with the provisions of the NTA in addition to compliance with the usual procedures under the relevant State or Territory mining legislation. The primary procedure prescribed under the NTA is the “right to negotiate” process.
(ii) The right to negotiate process involves the publishing or advertising of a notice of the proposed grant of a tenement followed by a six (6) month period of negotiation between the

State or Territory Government, the tenement applicant and the relevant registered native title claimant. If agreement is not reached to enable the grant to occur, the matter may be referred to arbitration before the NNTT, which has a further six (6) months to reach a decision. The decision of the NNTT may be reviewed by the relevant Commonwealth Minister.

(b) Indigenous Land Use Agreements
(i) The right to negotiate process does not have to be pursued in cases where an indigenous land use agreement (“ ILUA ”) is negotiated with the relevant native title claimants and registered with the NNTT. In such cases, the procedures prescribed by the ILUA must be followed to obtain the valid grant of the relevant mining tenement. These procedures will vary depending on the terms of the ILUA.
(ii) An ILUA will generally contain provisions in respect of what activities may be conducted on the land the subject of the ILUA, and compensation to be paid to the native title claimants for use of the land.
(iii) From the Searches, we have not found any ILUAs between the Vendors and native title holders in respect of the Tenements.

(c) Expedited Procedure

(i) The right to negotiate process is not required to be followed in respect of a proposed future act in instances where the “expedited procedure” under the NTA applies.
(ii) The expedited procedure applies to a future act under the NTA if:
(A) the act is not to interfere directly with the carrying on of the community or social activities of the persons who are the holders of native title in relation to the land;
(B) the act is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of the native title in relation to the land; and
(C) the act is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.
(iii) When the proposed future act is considered to be one that attracts the expedited procedure, persons have until three (3) months after the notification date to take steps to become a native title party in relation to the relevant act (for example the proposed granting of an exploration licence).
(iv) The future act may be done unless, within four (4) months after the notification day, a native title party lodges an objection with the NNTT against the inclusion of a statement that the proposed future act is an act attracting the expedited procedure.

(v) An objection to the relevant future act is not lodged within the four (4) month period, the act may be done. If one or more native title parties object to the statement, the NNTT must determine whether the act is an act attracting the expedited procedure. If the NNTT determines that it is, the State or Territory may do the future act (i.e. grant of a mining tenement).

9. Renewals and Extensions of Tenements

9.1. Renewals of mining tenements granted after 23 December 1996 are subject to the same right to negotiate process as is described in paragraph 6.5(b) above.
9.2. However, an exception exists for renewals made after 23 December 1996 of mining tenements validly granted before that date will not be subject to the right to negotiate process under the NTA provided that:
(a) the area to which the earlier right is made is not extended;
(b) the term of the new right is not longer than the term of the earlier right; and
(c) the rights to be created are not greater than the rights conferred by the earlier grant.
9.3. There is doubt as to whether the right to negotiate process applies to second and subsequent renewals but this matter is yet to be determined by the Courts.
9.4. The DMP Searches indicate that none of the Tenements are renewals of mining tenements granted prior to 23 December 1996.

10. Rights of Access and Encroachment

10.1. As noted in Part 4 of the Schedule, some of the Tenements encroach on pastoral leases, historical leases, general leases, stock routes, private land and onshore pipeline license areas. Restrictions on the use and activities that may be conducted on the Tenements subject to these overlapping rights are set out in Part 1 of the Schedule (column of encumbrances) or in this paragraph 10 below.
10.2. Under the Mining Act:
(a) Prospecting, exploration or mining activities are restricted on land that is:
- (i) for the time being under crop, or which is situated within 100 metres of a crop;
- (ii) used as or situated within 100 metres of a yard, stockyard, garden, cultivated field, orchard, vineyard, plantation, airstrip or airfield;
- (iii) situated within 100 metres of any land that is in actual occupation and on which a house or other substantial building is erected;
- (iv) the site of or situated within 100 metres of any cemetery or burial ground; or

  - (v) land the subject of a pastoral lease which is the site of, or is situated within 400 metres of the outer edge of, any water works, race, dam, well or bore, not being an excavation previously made and used for mining purposes by a person other than a lessee of that pastoral lease, without the consent of the lessee.

(b) Except with the consent in writing of the owner and the occupier of private land, a mining tenement will not give access to the area of that mining tenement that is 30 metres from the natural surface of private land and is within a specified distance of certain buildings or infrastructure on that land. If granted without such consent, however access will be restricted to the area that is below a depth of 30 metres from the natural surfacer of the land.
(c) Requirements are placed on a mining tenement holder passing through Crown land, including requiring that all necessary steps are taken to notify the occupier of any intention to pass over the Crown land and that all necessary steps are taken to prevent damage to improvements and livestock.
(d) The holder of a mining tenement is required to pay compensation to an occupier of Crown land (i.e. the pastoral lease holder) in certain circumstances, in particular to make good any damage to improvements, and for any loss suffered by the occupier from that damage or for any substantial loss of earnings suffered by the occupier as a result of, or arising from, any exploration or mining activities, including the passing and re-passing over any land.
10.3. In addition, a grant of freehold land in Western Australia prior to 1899 often incorporated the grant of minerals (save for gold, silver and other precious metals). These titles exist under the old Registration of Deeds Act 1856 and are very few in number. The Land Title Searches we conducted on the freehold land subject to the Tenements showed new Certificates of Title for these lands, indicating that mineral rights are held by the Crown. Accordingly, for this Report we have not conducted further detailed mineral right searches of these lands.
10.4. The Company should consider entering into access and compensation agreements with the holders of the pastoral leases and private land overlapping the Tenements to ensure the requirements under the Mining Act are met. We are not aware of any such agreements existing between the Target Entities and these holders of the pastoral leases and private land at the date of this Report.
10.5. Further, the following addition standard form conditions are applicable to those Tenements that overlap a pastoral lease and must be followed by the Company:
(a) All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe after completion.
(b) All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer of the Department of Mines and Petroleum (“ Environmental Officer ”). Backfilling and rehabilitation being

required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, Department of Mines and Petroleum.

(c) All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or at the termination of exploration programme.
(d) Unless the written approval of the Environmental Officer is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
(e) The holder of the mining tenement notifying the holder of any underlying pastoral lease or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs, water carting equipment or other mechanised equipment.
(f) The holder of the mining tenement or a transferee (as applicable) shall within thirty (30) days of receiving written notification of:
(i) the grant of the mining tenement; or
(ii) registration of a transfer introducing a new holder,

advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.

10.6. Failure by the Company to comply with the additional requirements resulting from the Tenements encroaching upon pastoral lease and freehold land may result in the Tenements being forfeited.
10.7. In respect of the onshore gas pipeline, we note this only encroaches upon E08/1686 to the extent of less than 0.1% of the tenement area. It is a condition of this tenement that no mining activity be conducted within 25m of the pipeline area.

11. Compliance

11.1. The Target Entities’ interests in or rights in relation to the granted Tenements are subject to the holder continuing to comply with the respective terms and conditions of the granted Tenements under the provisions of the Mining Act, together with the conditions specifically applicable to any granted mining tenement.
11.2. The searches that we have carried out in relation to the Tenements do not reveal any failure to comply with the conditions in respect of each of the granted mining tenements.

12. Qualifications

While the status of the Tenements is dealt with in detail in the Schedule, we point out by way of summary, that:

(a) we have assumed that all Searches conducted are complete and accurate as at the time the Searches were conducted;
(b) we have assumed that all information or advice, whether oral or written provided to us by the Company, its officers, employees, agents or representatives is accurate and complete;
(c) where any dealing in a Tenement has been lodged for registration but is not yet registered, we do not express any opinion as to whether that registration will be effected, or the consequences of non-registration;
(d) we have assumed that the Target Entities have complied with all applicable provisions of the Mining Act and all other applicable laws or regulations;
(e) we have not researched the Tenements to determine if there are any unregistered Aboriginal sites located on or otherwise affecting the Tenements;
(f) in relation to each Tenement that is an application, we do not express any opinion as to whether such application will ultimately be granted, (including whether relevant Ministerial consent will be obtained) nor the conditions to which such application may be granted or may not be granted subject to; and
(g) in relation to the native title determination outlined in this Report, we do not express an opinion on the merits of such determination.

13. Disclosure of Relationship

For the purpose of ASIC Regulatory Guide 112, we note the following:

(a) Adam Sierakowski is a director of both Price Sierakowski Corporate and the Company; and
(b) Price Sierakowski Corporate is estimated to receive $7,000 plus GST and disbursements for its services in preparing this Report.

14. Consent

This Report is given solely for the benefit of the Company and the Directors of the Company in connection with the issue of the Notice and is not to be relied on or disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent.

Yours faithfully

==> picture [203 x 46] intentionally omitted <==

PRICE SIERAKOWSKI

SCHEDULE

PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).

PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).
Tenement Number	Registered Holder or Applicant	Share s Held	State	Applicatio n Date	Grant Date	Expiry Date	Area (hectares or blocks)	Expenditure Commitments (per annum)	Next Annual Rent	Encumbrances	Notes (Native Title, Heritage Sites and Encroaching Land Rights)





P08/0529	Zanthus Resources Pty Ltd	100	WA	26/05/200 6	06/07/200 9	05/07/201 3	150.65210 HA	$6,040.00	$339.75	Nil	Native Title Notes: 5 Encroachment Notes: 1, 3 and 22
P08/0530	Zanthus Resources Pty Ltd	100	WA	26/05/200 6	06/07/200 9	05/07/201 3	100.20380 HA	$4,040.00	$227.25	Nil	Native Title Notes: 5 Encroachment Notes: 1 and 22
E08/1060	Zanthus Resources Pty Ltd	100	WA	07/11/199 7	06/07/200 9	05/07/201 4	4BL	$15,000.00 (2012) $20,000.00 (2013)	$725.80	 Rights of ingress to and egress from Miscellaneous Licences 08/30, 08/34 and 08/35 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence.  Application for Partial	Native Title Notes: 5 Heritage Site Notes: 98 and 99 Encroachment Notes: 3 and 22

PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).

PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).
Tenement Number	Registered Holder or Applicant	Share s Held	State	Applicatio n Date	Grant Date	Expiry Date	Area (hectares or blocks)	Expenditure Commitments (per annum)	Next Annual Rent	Encumbrances	Notes (Native Title, Heritage Sites and Encroaching Land Rights)





										Surrender – Voluntary (400843).
E08/1684	Zanthus Resources Pty Ltd	100	WA	09/06/200 6	06/07/200 9	05/07/201 4	141BL	$117,500.00 (2012) $211,500.00 (2013)	$25,584.4 5	Unconditional performance bond of $16,000 for compliance with environmental conditions.	Native Title Notes: 2 and 5 Heritage Site Notes: 1 – 8 (inclusive) Encroachment Notes: 5, 6, 13, 17, 18 and 25
E08/1685	Zanthus Resources Pty Ltd	100	WA	09/06/200 6	06/07/200 9	05/07/201 4	141BL	$141,500.00 (2012) $211,500.00 (2013)	$25,584.4 5	 Licence for geotechnical investigations granted pursuant to Section 91 of the Land Administration Act 1997.  Unconditional performance bond of $82,000 for compliance with environmental conditions.  The rights of ingress	Native Title Notes: 2 and 5 Heritage Site Notes: 9 – 37 (inclusive) Encroachment Notes: 2, 3, 11, 12, 13, 17 and 18

PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).

PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).
Tenement Number	Registered Holder or Applicant	Share s Held	State	Applicatio n Date	Grant Date	Expiry Date	Area (hectares or blocks)	Expenditure Commitments (per annum)	Next Annual Rent	Encumbrances	Notes (Native Title, Heritage Sites and Encroaching Land Rights)





										and egress from Miscellaneous Licences 08/30 and 08/36 being at all times preserved to the licensee and no interference with the purposes or installations connected to the licence.  Absolute caveat 339719 in favour of Red Hill Iron Limited.
E08/1686	Zanthus Resources Pty Ltd	100	WA	09/06/200 6	06/07/200 9	05/07/201 4	148BL	$148,000.00 (2012) $222,000.00 (2013)	$26,854.6 0	 Licence for geotechnical investigations granted pursuant to Section 91 of the Land Administration Act 1997.  The rights of ingress and egress from Miscellaneous Licences 08/29, 08/30, 08/32 and 08/36 being at all	Native Title Notes: 2 and 5 Heritage Site Notes: 38 – 94 (inclusive) Encroachment Notes: 1, 3, 13, 18, 22, 24, 26, 27 and 28

PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).

PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).
Tenement Number	Registered Holder or Applicant	Share s Held	State	Applicatio n Date	Grant Date	Expiry Date	Area (hectares or blocks)	Expenditure Commitments (per annum)	Next Annual Rent	Encumbrances	Notes (Native Title, Heritage Sites and Encroaching Land Rights)





										times preserved to the licensee and no interference with the purposes or installations connected to the licence.  No exploration activities to be carried out on Stock Route 9701.
E08/1824	Zanthus Resources Pty Ltd	100	WA	27/07/200 7	23/10/200 9	22/10/201 4	3BL	$15,000.00	$544.35	Nil	Native Title Notes: 5 Encroachment Notes: 3, 18 and 22
E08/1825	Zanthus Resources Pty Ltd	100	WA	27/07/200 7	23/10/200 9	22/10/201 4	5BL	$15,000.00	$907.25	Nil	Native Title Notes: 2 and 5 Encroachment Notes: 18
E08/1826	Zanthus Resources Pty Ltd	100	WA	27/07/200 7	23/10/200 9	22/10/201 4	24BL	$24,000.00	$4,354.80	Nil	Native Title Notes: 2 and 5 Encroachment

PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).

PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).
Tenement Number	Registered Holder or Applicant	Share s Held	State	Applicatio n Date	Grant Date	Expiry Date	Area (hectares or blocks)	Expenditure Commitments (per annum)	Next Annual Rent	Encumbrances	Notes (Native Title, Heritage Sites and Encroaching Land Rights)





											Notes: 2, 3 and 22
E59/1350	Buddadoo Metals Pty Ltd	100	WA	09/03/200 7	10/07/200 8	09/07/201 3	70BL	$105,000.00	$17,234.0 0	Nil.	Native Title Notes: 3 and 4 Heritage Site Notes: 96 and 97 Encroachment Notes: 4, 14 and 22
E38/2211	KingX Pty Ltd	100	WA	15/10/200 8	-	-	70BL	N/A	N/A	Nil	Native Title Notes: 6 Heritage Site Notes: 95 Encroachment Notes: 19 and 20
E38/2212	KingX Pty Ltd	100	WA	15/10/200 8	30/09/201 1	29/09/201 6	70BL	$70,000.00	$8,169.00	Nil	Native Title Notes: 6 Encroachment Notes: 19, 20 and 21

PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).

PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).
Tenement Number	Registered Holder or Applicant	Share s Held	State	Applicatio n Date	Grant Date	Expiry Date	Area (hectares or blocks)	Expenditure Commitments (per annum)	Next Annual Rent	Encumbrances	Notes (Native Title, Heritage Sites and Encroaching Land Rights)





E38/2213	KingX Pty Ltd	100	WA	15/10/200 8	25/02/201 1	24/02/201 6	70BL	$70,000.00	$8,169.00	Nil	Native Title Notes: 6 Encroachment Notes: 19
E53/1433	KingX Pty Ltd	100	WA	15/10/200 8	24/11/201 1	23/11/201 6	69BL	$69,000.00	$8,052.30	Nil	Native Title Notes: 1 and 6 Encroachment Notes: 14
E53/1434	KingX Pty Ltd	100	WA	15/10/200 8	-	-	70BL	N/A	N/A	Nil	Native Title Notes: 1 and 6
E53/1435	KingX Pty Ltd	100	WA	15/10/200 8	-	-	70BL	N/A	N/A	Nil	Native Title Notes: 1 and 6
E53/1436	KingX Pty Ltd	100	WA	15/10/200 8	-	-	70BL	N/A	N/A	Nil	Native Title Notes: 1 and 6 Encroachment Notes: 8, 10, 20 and 21
E53/1437	KingX Pty Ltd	100	WA	15/10/200 8	21/10/201 1	20/10/201 6	70BL	$70,000.00	$8,169.00	Prior written consent of the Minister is required before commencingany	Native Title Notes: 6

PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).

PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).
Tenement Number	Registered Holder or Applicant	Share s Held	State	Applicatio n Date	Grant Date	Expiry Date	Area (hectares or blocks)	Expenditure Commitments (per annum)	Next Annual Rent	Encumbrances	Notes (Native Title, Heritage Sites and Encroaching Land Rights)





										exploration activities on Watering Place for Travellers and Stock Reserve 19281.	Heritage Site Notes: 95 Encroachment Notes: 10 and 20
E53/1622	KingX Pty Ltd	100	WA	24/03/201 1	-	-	70BL	N/A	N/A	Nil	Native Title Notes: 1 and 6 Encroachment Notes: 10, 20 and 21
E53/1623	KingX Pty Ltd	100	WA	24/03/201 1	-	-	70BL	N/A	N/A	Nil	Native Title Notes: 1 and 6 Encroachment Notes: 7 and 20
E53/1624	KingX Pty Ltd	100	WA	24/03/201 1	-	-	70BL	N/A	N/A	Nil	Native Title Notes: 1 and 6 Encroachment Notes: 10, 20 and 21

PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).

PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).	PART 1: SCHEDULE OF MINING TENEMENTS (to be read in conjunction with the notes in Parts 2, 3 and 4 of the Schedule).
Tenement Number	Registered Holder or Applicant	Share s Held	State	Applicatio n Date	Grant Date	Expiry Date	Area (hectares or blocks)	Expenditure Commitments (per annum)	Next Annual Rent	Encumbrances	Notes (Native Title, Heritage Sites and Encroaching Land Rights)





E69/2573	KingX Pty Ltd	100	WA	15/10/200 8	-	-	200BL	N/A	N/A	Nil	Native Title Notes: 1 and 6 Encroachment Notes: 9, 14 an 16

PART 2: SCHEDULE OF NATIVE TITLE CLAIMS AND DETERMINATIONS

PART 2: SCHEDULE OF NATIVE TITLE CLAIMS AND DETERMINATIONS	PART 2: SCHEDULE OF NATIVE TITLE CLAIMS AND DETERMINATIONS	PART 2: SCHEDULE OF NATIVE TITLE CLAIMS AND DETERMINATIONS	PART 2: SCHEDULE OF NATIVE TITLE CLAIMS AND DETERMINATIONS	PART 2: SCHEDULE OF NATIVE TITLE CLAIMS AND DETERMINATIONS	PART 2: SCHEDULE OF NATIVE TITLE CLAIMS AND DETERMINATIONS	PART 2: SCHEDULE OF NATIVE TITLE CLAIMS AND DETERMINATIONS
Native Title Note Number	Tribunal Number	Federal Court Number	Application Name	Registered	In Mediation	Status

1.	WC00/7	WAD6181/98	Ballardong People	Yes	Yes	Active
2.	WC96/89	WAD127/97	Yaburara & Mardudhunera People	Yes	Yes	Active
3.	WC96/93	WAD6119/98	Mullewa Wadjari Community	Yes	No	Active
4.	WC97/72	WAD6193/98	Widi Mob	Yes	No	Active
5.	WC99/12	WAD9090/98	Karuma Marthudunera	Yes	Yes	Active
6.	WC99/24	WAD6164/98	Wiluna	Yes	Yes	Active

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES
Heritage Site Note Number	Site Identification Number						Male or Female Access Only
		Site Number	Site Name	Site Type	Status	Access to Public

1.	716	P07374	Janjinkarra	Mythological	Registered Site	Open	Not applicable
2.	7050	P05877	Flying Fox	Ceremonial/ Mythological	Registered Site	Open	Not applicable
3.	8285	P04396	Natgas 258	Artefact/ Scatter	Insufficient information¹	Open	Not applicable
4.	8863	P03617	Natgas 163	Artefacts/ Scatter	Registered Site	Open	Not applicable
5.	10350	P01822	Jujingarra	Mythological	Registered Site	Closed	Not applicable
6.	10386	P01804	Old Berty’s Store	Artefacts/ Scatter	Insufficient information¹	Open	Not applicable
7.	11414	P00764	Catfish Hollows	-	Registered Site	Open	Not applicable
8.	17429	-	Nyungarrarra (Peters Creek)	-	Stored Data²	Open	Not applicable
9.	63978	P06557	Kulamparawanya	-	Insufficient information¹	Open	Not applicable
10.	6398	P06558	Kulwakururu	-	Insufficient information¹	Open	Not applicable
11.	6399	P06559	Kuruwing	-	Insufficient information¹	Open	Not applicable

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES
Heritage Site Note Number	Site Identification Number						Male or Female Access Only
		Site Number	Site Name	Site Type	Status	Access to Public

12.	6400	P06560	Kartariya	-	Insufficient information¹	Open	Not applicable
13.	6401	P06561	Ngamangamara	-	Insufficient information¹	Open	Not applicable
14.	6402	P06562	Nyarukarukaru	-	Insufficient information¹	Open	Not applicable
15.	6404	P06564	Yalara	-	Insufficient information¹	Open	Not applicable
16.	6405	P06565	Kartaytiti	-	Insufficient information¹	Open	Not applicable
17.	6434	P06543	Nyiryinmaru	-	Insufficient information¹	Open	Not applicable
18.	6463	P06519	Yeera Bluff	-	Registered Site	Closed	Not applicable
19.	6518	P06468	Yeera Bluff South Burial 1	Skeletal material/ Burial	Registered Site	Closed	Not applicable
20.	6519	P06469	Yeera Bluff South Burial 2	Skeletal material/ Burial	Registered Site	Open	Not applicable
21.	6947	P05989	Yeera Bluff 3	Artefacts/ Scatter	Insufficient information¹	Open	Not applicable

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES
Heritage Site Note Number	Site Identification Number						Male or Female Access Only
		Site Number	Site Name	Site Type	Status	Access to Public

22.	8136	P04521	Deepdale 77	Artefacts/ Scatter	Registered Site	Open	Not applicable
23.	10097	P02111	Pannawonica Rail Loop	Artefacts/ Scatter	Registered Site	Open	Not applicable
24.	10098	P02112	Pannawonica Rail Loop	Quarry, Artefacts/ Scatter	Registered Site	Open	Not applicable
25.	11384	P00787	Piddi Pool, Fortescue River	Engraving	Registered Site	Open	Not applicable
26.	11416	P00766	Deepdale Station	Engraving	Registered Site	Open	Not applicable
27.	11417	P00767	Punjal-Manu	Engraving	Registered Site	Open	Not applicable
28.	21525	-	Midawandi Munda	-	Lodged	Open	Not applicable
29.	21526	-	Robe River (Gadjiwura)	-	Lodged	Open	Not applicable
30.	23896	-	Mar06-50	Artefacts/ Scatter	Registered Site	Open	Not applicable
31.	23897	-	Mar06-51	Artefacts/ Scatter	Registered Site	Open	Not applicable

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES
Heritage Site Note Number	Site Identification Number						Male or Female Access Only
		Site Number	Site Name	Site Type	Status	Access to Public

32.	23898	-	Mar06-52	Artefacts/ Scatter	Registered Site	Open	Not applicable
33.	23902	-	Mar06-56	Artefacts/ Scatter	Registered Site	Open	Not applicable
34.	24850	-	Mar07-11	Artefacts/ Scatter	Registered Site	Open	Not applicable
35.	24852	-	Mar07-12	Artefacts/ Scatter	Registered Site	Open	Not applicable
36.	24867	-	Mar07-26	Artefacts/ Scatter	Lodged	Open	Not applicable
37.	24868	-	Mar07-27	Artefacts/ Scatter	Lodged	Open	Not applicable
38.	6363	P06574	Ngariyiri	-	Insufficient information¹	Closed	Not applicable
39.	6364	P06575	Pararangkul	-	Insufficient information¹	Closed	Not applicable
40.	6365	P06576	Martangku	-	Insufficient information¹	Closed	Not applicable

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES
Heritage Site Note Number	Site Identification Number						Male or Female Access Only
		Site Number	Site Name	Site Type	Status	Access to Public

41.	6366	P06577	Wuntungkarangku	-	Insufficient information¹	Closed	Not applicable
42.	6406	P06566	Wartilya	-	Insufficient information¹	Open	Not applicable
43.	6407	P06567	Pirtinmarnu (Pool)	-	Insufficient information¹	Open	Not applicable
44.	6408	P06568	Tjawangarwi	-	Insufficient information¹	Open	Not applicable
45.	6409	P06569	Robe Pool	-	Insufficient information¹	Open	Not applicable
46.	6410	P06570	Pawatjami	-	Insufficient information¹	Open	Not applicable
47.	6411	P06571	Tjinnu	-	Insufficient information¹	Open	Not applicable
48.	6412	P06572	Tjalianu	-	Insufficient information¹	Open	Not applicable
49.	6413	P06573	Palarumanu	-	Insufficient information¹	Open	Not applicable
50.	6421	P06530	Tjililiyuni	-	Insufficient information¹	Closed	Not applicable

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES
Heritage Site Note Number	Site Identification Number						Male or Female Access Only
		Site Number	Site Name	Site Type	Status	Access to Public

51.	6464	P06520	Robe Pool East	Ceremonial	Registered Site	Closed	Not applicable
52.	6467	P06470	Robe Pool Burial 1	Skeletal material/ Burial	Registered Site	Closed	Not applicable
53.	6468	P06471	Robe Pool Burial 2	Skeletal material/ Burial	Registered Site	Closed	Not applicable
54.	6469	P06472	Robe Pool Burial 3	Skeletal material/ Burial	Registered Site	Closed	Not applicable
55.	6509	P06459	Wuratalu	Ceremonial	Registered Site	Closed	Not applicable
56.	6510	P06460	Pirinmarnu	Ceremonial	Registered Site	Closed	Not applicable
57.	6556	P06401	Robe River Quarry	Quarry, Artefacts/ Scatter	Registered Site	Open	Not applicable
58.	6912	P06007	Observation Hill 6	Artefacts/ Scatter	Insufficient information¹	Open	Not applicable
59.	6916	P06011	Robe Pool 1	Artefacts/ Scatter	Insufficient information¹	Open	Not applicable
60.	6917	P06012	Robe Pool 2	Artefacts/ Scatter	Registered Site	Open	Not applicable

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES
Heritage Site Note Number	Site Identification Number						Male or Female Access Only
		Site Number	Site Name	Site Type	Status	Access to Public

61.	6918	P06013	Robe Pool 3	Artefacts/ Scatter	Registered Site	Open	Not applicable
62.	6939	P05981	Robe River 4	Artefacts/ Scatter	Insufficient information¹	Open	Not applicable
63.	6960	P06002	Observation Hill 1	Artefacts/ Scatter	Insufficient information¹	Open	Not applicable
64.	6961	P06003	Observation Hill 2	Artefacts/ Scatter	Registered Site	Open	Not applicable
65.	6962	P06004	Observation Hill 3	Artefacts/ Scatter	Insufficient information¹	Open	Not applicable
66.	6963	P06005	Observation Hill 4	Artefacts/ Scatter	Insufficient information¹	Open	Not applicable
67.	6964	P06006	Observation Hill 5	Artefacts/ Scatter	Insufficient information¹	Open	Not applicable
68.	10538	P01644	Gas Pipeline 41	Artefacts/ Scatter	Registered Site	Open	Not applicable
69.	11407	P00757	Irganwi/Waramboo	-	Stored Data²	Open	Not applicable
70.	11411	P00761	Chalyarn Pool	Ceremonial	Registered Site	Closed	Not applicable

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES
Heritage Site Note Number	Site Identification Number						Male or Female Access Only
		Site Number	Site Name	Site Type	Status	Access to Public

71.	11412	P00762	Chalyarn Artefact Site	Quarry	Registered Site	Open	Not applicable
72.	11413	P00763	Janganu Talu	Ceremonial	Registered Site	Closed	Not applicable
73.	17359	-	Pungarnu	Historical	Stored Data²	Open	Not applicable
74.	17399	-	Yarraloola Rock Shelter	Quarry, Artefacts/ Scatter	Registered Site	Open	Not applicable
75.	17429	-	Nyungarrarra (Peters Creek)	-	Lodged	Open	Not applicable
76.	23793	-	W04-SH01	Man-made Structure, Artefacts/ Scatter	Insufficient information¹	Open	Not applicable
77.	23868	-	Mar06-22	Artefacts/ Scatter	Registered Site	Open	Not applicable
78.	23869	-	Mar06-23	Artefacts/ Scatter	Registered Site	Open	Not applicable
79.	23870	-	Mar06-24	Artefacts/ Scatter	Registered Site	Open	Not applicable
80.	23871	-	Mar06-25	Artefacts/ Scatter	Registered Site	Open	Not applicable

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES
Heritage Site Note Number	Site Identification Number						Male or Female Access Only
		Site Number	Site Name	Site Type	Status	Access to Public

81.	23872	-	Mar06-26	Artefacts/ Scatter	Registered Site	Open	Not applicable
82.	23873	-	Mar06-27	Artefacts/ Scatter	Registered Site	Open	Not applicable
83.	23874	-	Mar06-28	Artefacts/ Scatter	Registered Site	Open	Not applicable
84.	23875	-	Mar06-29	Artefacts/ Scatter	Registered Site	Open	Not applicable
85.	23876	-	Mar06-30	Artefacts/ Scatter	Registered Site	Open	Not applicable
86.	23877	-	Mar06-31	Artefacts/ Scatter	Registered Site	Open	Not applicable
87.	23878	-	Mar06-32	Artefacts/ Scatter	Registered Site	Open	Not applicable
88.	23883	-	Mar06-37	Artefacts/ Scatter	Registered Site	Open	Not applicable
89.	24838	-	Mar07-01	Artefacts/ Scatter	Lodged	Open	Not applicable

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES
Heritage Site Note Number	Site Identification Number						Male or Female Access Only
		Site Number	Site Name	Site Type	Status	Access to Public

90.	24839	-	Mar07-02	Artefacts/ Scatter	Lodged	Open	Not applicable
91.	24840	-	Mar07-03	Artefacts/ Scatter	Lodged	Open	Not applicable
92.	24843	-	Mar07-06	Artefacts/ Scatter, Grinding Patches/ Grooves	Lodged	Open	Not applicable
93.	24844	-	Mar07-07	Artefacts/ Scatter, Historical	Lodged	Open	Not applicable
94.	24848	-	Mar07-10	Artefacts/ Scatter	Lodged	Open	Not applicable
95.	2716	W00473	Nyunma	Mythological, Quarry	Registered Site	Closed	Not applicable
96.	4497	S02620	Salt River and Burra Lakes	Mythological	Stored Data²	Closed	Not applicable
97.	18906	-	Wangara Creek/Salt River (Sco3)	Mythological	Lodged	Open	Not applicable
98.	6913	P06008	Observation Hill 7	Artefacts/ Scatter	Registered Site	Open	Not applicable

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES

PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES	PART 3: SCHEDULE OF ABORIGINAL HERITAGE SITES
Heritage Site Note Number	Site Identification Number						Male or Female Access Only
		Site Number	Site Name	Site Type	Status	Access to Public

99.	6914	P06009	Observation Hill 8	Artefacts/ Scatter	Insufficient information¹	Open	Not applicable
*Schedule Annotation:* (1) Insufficient Information – lodged with the Registrar, placed on Register, has insufficient information to complete assessment in the term of Section 5 of the Aboriginal Heritage Act 1972(WA). (2) Stores Date – lodged with the Registrar, placed on Register, lodged information assessed as not meeting terms of Section 5 of the_Aboriginal Heritage Act 1972_ (WA).

PART 4: SCHEDULE OF ENCROACHING LAND RIGHTS

PART 4: SCHEDULE OF ENCROACHING LAND RIGHTS	PART 4: SCHEDULE OF ENCROACHING LAND RIGHTS	PART 4: SCHEDULE OF ENCROACHING LAND RIGHTS
Encroachment Note Number	Right Affecting Tenement	Type
1.	H 394/496	Historical Lease
2.	H 394/611	Historical Lease
3.	H 394/612	Historical Lease
4.	H 394/861	Historical Lease
5.	H 395/402	Historical Lease
6.	H 395/406	Historical Lease
7.	H 395/407	Historical Lease
8.	H 395/424	Historical Lease
9.	H 395/430	Historical Lease
10.	LSE 3116/8656	Lease
11.	LSE 3116/4627	Lease
12.	GE K876559	General Lease
13.	PL 3114/654 (Granite Peak)	Pastoral Lease
14.	PL 3114/675 (Mellenbye)	Pastoral Lease
15.	PL 3114/960 (Millrose)	Pastoral Lease
16.	PL 3114/1013	Pastoral Lease

PART 4: SCHEDULE OF ENCROACHING LAND RIGHTS

PART 4: SCHEDULE OF ENCROACHING LAND RIGHTS	PART 4: SCHEDULE OF ENCROACHING LAND RIGHTS	PART 4: SCHEDULE OF ENCROACHING LAND RIGHTS
Encroachment Note Number	Right Affecting Tenement	Type
17.	PL 3114/1027 (Mardie)	Pastoral Lease
18.	I 3114/1065 (Windidda)	Pastoral Lease (indigenous held)
19.	PL 3114/1067 (Yelma)	Pastoral Lease
20.	PL 3114/1068 (Wongawol)	Pastoral Lease
21.	PL 3114/1127 (Yarraloola)	Pastoral Lease
22.	PL 3114/1163 (Bunnawarra)	Pastoral Lease
23.	Lot 57 on Plan 107521, Certificate of Title Volume 2170 Folio 694	Private Land
24.	Lot 51 on Plan 174944, Certificate of Title Volume 1627 Folio 311	Private Land
25.	PL 24 (PPA69)	State Onshore Pipeline Licence
26.	PL 49 (PPA69)	State Onshore Pipeline Licence
27.	CR 9701 (Yarral) – De Grey Mullewa Stock Route	Stock Route

==> picture [155 x 60] intentionally omitted <==

Coziron Resources Ltd ACN 112 866 869

PROXY FORM

Contact Telephone No: …………………………………………………………………………………………………………………………….

Contact Name (if different from above): …………………………………………………………………………………………………………..

Appointment of Proxy

I/We being a shareholder/s of Coziron Resources Ltd and entitled to attend and vote hereby appoint the following proxy/proxies to attend and act on my/our behalf and to vote in accordance with my/our following directions at the General Meeting of Coziron Resources Ltd to be held at Level 24, 44 St Georges Terrace, Perth on Thursday, 13 September 2012 at 9.00am (WST) and at any adjournment of that meeting.

OR

The Chairman of the meeting (mark with an ‘X’)

IMPORTANT:

If the Chairman of the meeting is your proxy, or if appointed your proxy by default and you do not wish to direct him/her how to vote on any of these resolutions, you must mark this box with an “X”. By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy on those resolutions (for which you have not given a direction) even if he/she has an interest in the outcome of the resolution and that votes cast by him/her, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote on any of these resolutions, the Chairman of the meeting will not cast your votes on the resolutions (for which you have not given a direction) on a show of hands or on a poll. The Chairman of the meeting intends to vote undirected proxies in favour of each resolution.

If the person you are appointing as your proxy is someone other than the Chairman of the meeting: Write the name of that person in the box below.

You must specify the % of your votes that you % authorise your proxy to exercise if: (a) you have only appointed 1 proxy and do not want him/her to exercise all of your votes; or (b) if you have appointed 2 proxies under this proxy form. %

If you hold 2 or more Shares in Coziron Resources Limited, you may appoint a second proxy: Write the name of your second proxy in the box below. %

If you do not name a proxy or your named proxy fails to attend the meeting, the Chairman of the meeting will be appointed as your proxy to attend and act on your behalf and to vote in accordance with the following directions at the General Meeting of Coziron Resources Ltd to be held at Level 24, 44 St Georges Terrace, Perth on Thursday, 13 September 2012 at 9.00am (WST) and at any adjournment of that meeting.

Voting directions to your proxy - Please mark only one of the boxes with an “X” for each resolution to indicate your directions.

Special Business For Against Abstain Resolution 1. Issue of Consideration Shares to Yandal Resolution 2. Issue of Consideration Shares to Motwil 1 If you mark the “Abstain” box with an “x” for a particular resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll. PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Director Director/Company Secretary Sole Company Secretary

HT123717

How to complete this Proxy Form

1 Your Name and Address

Please print your name and address as it appears on your holding statement and the Company’s share register. If Shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company.

3 Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy please write the name of that person.

To appoint a second proxy you must state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If the Proxy Form does not specify a percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the shareholders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the company’s share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission.

6 Lodgment of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting ie. no later than 9.00am (WST) on Tuesday, 11 September 2012. Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be delivered to the Company’s registered office or sent to PO Box Z5183, PERTH WA 6831 or sent by facsimile to the registered office on (08) 9218 8875.

HT123717

AI assistant

CZR RESOURCES LTD — Proxy Solicitation & Information Statement 2012

64748_rns_2012-08-14_f409f6dc-bbde-4b0c-b608-d64cc8695390.pdf

COZIRON RESOURCES LTD ACN 112 866 869

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT AND INDEPENDENT EXPERTS REPORT

NOTICE OF GENERAL MEETING

SPECIAL BUSINESS

1. Resolution 1 – Approval of Issue of Consideration Shares in the Company to Yandal on the Company exercising an option to purchase 100% of the ordinary shares in Buddadoo and KingX from Yandal

Voting Exclusion Statement

2. Resolution 2 – Approval of Issue of Consideration Shares in the Company to Motwil on the Company exercising an option to purchase 100% of the ordinary shares in Zanthus from Motwil

Voting Exclusion Statement

Explanatory Statement

Proxies

Voting Entitlements

By Order of the Board of Directors

Explanatory Statement

1. INTRODUCTION

2. ISSUE OF CONSIDERATION SHARES FOR ACQUISITION OF ENTITIES

2.1 Resolutions 1 and 2

2.2 Background to proposed Transactions

2.3 Key Aspects of the Agreements

2.4 Nature of Tenements owned by Companies

(a) Zanthus

Figure 2 – Tenement Map

(b) Buddadoo

(c) KingX

Competent Persons Statement

2.5 Solicitor’s Report on Tenements

3. GENERAL MEETING

3.1

Action to be Taken by the Shareholders

3.2 General Meeting Resolutions

4. OTHER INFORMATION

4.1 Scope of Disclosure

4.2

Voting Intentions and interests of the Company Directors

4.3 Recommendation by Directors

5.

REGULATORY REQUIREMENTS

5.1

Listing Rule 10.1

5.2 Section 611 of the Corporations Act

(a) Identity of Persons who will hold a relevant interest in the securities to be issued

Table 5.2(a)

(c) Intentions as to the Future of the Company

(d) Financial and Dividend Policies of the Company

(e) Recommendation by Directors

(f) Proposal is fair and reasonable

5.3 Section 208 of the Corporations Act

(a) Resolutions 1 and 2 inclusive

5.4 Listing Rule 10.11

Resolution 1

Resolution 2

5.5 ASIC and ASX’s Role

Glossary

FOB Revenue

General Meeting

means the Mining Act 1978 (WA).

Annexure A – Independent Expert’s Report

Financial Services Guide

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

Other Assignments

Remuneration or other benefits received by our employees

Referrals

Complaints resolution

Internal complaints resolution process

Referral to External Dispute Resolution Scheme

Contact details

TABLE OF CONTENTS

INDEPENDENT EXPERT’S REPORT

1. Introduction

2. Summary and Opinion

2.1 Purpose of the Report

2.2 Approach

2.3 Opinion

2.4 Fairness

CZR RESOURCES LTD Proxy Solicitation & Information Statement 2012