DOTZ NANO LIMITED — Capital/Financing Update 2011

Dec 4, 2011

Share Purchase Plan

5 December 2011

Dear Shareholder

Offer to participate in the Share Purchase Plan

The Directors of Northern Iron Limited (Northern Iron or the Company) are pleased to offer you the opportunity to participate in the Northern Iron Share Purchase Plan (SPP).

The SPP offers eligible shareholders an opportunity to purchase shares in Northern Iron (New Shares) to a value of A\$1,000, A\$5,000, A\$10,000 or A\$15,000 at a discount and free from brokerage and transaction costs. Details of the discount are set out below¹.

The SPP forms part of a broader capital raising which also includes the placement of shares to institutional investors announced to the market on 30 November 2011 which raised approximately A\$20 million before costs (Placement) (together the Capital Raising).

The funds raised under the Capital Raising, in addition to the additional tranche of US\$9.0 million made available by DnB Bank under the Company's pre-existing 6 year term debt facility and improved operating cash flow from the recent recovery in iron ore prices (which are up ~US\$20/t to US\$136/dmt CIF China from the lows of US\$116/dmt CIF China as of 28 November 2011) will be used for working capital purposes.

Participation in the SPP is entirely optional and open to shareholders who were holders of fully paid ordinary shares in Northern Iron as at 5pm WST on Tuesday, 29 November 2011 and whose registered address is in Australia, New Zealand or Norway.

The offer price of the New Shares will be the same as the Placement price, that is A\$0.64 per share. This represents a 7.9% discount to the last traded price on 28 November 2011 (the trading day prior to Northern Iron going into trading halt whilst it conducted the Placement) of A\$0.695 and an 8.7% discount to the volume weighted average price of Northern Iron shares for the five trading days period up to and including 28 November 2011 (the trading day prior to Northern Iron going into trading halt whilst it conducted the Placement) of A\$0.70.

New Shares issued under the SPP will have the same entitlements as other shares in Northern Iron.

The SPP is not underwritten and is capped at A\$5 million. Northern Iron reserves absolute discretion regarding the amount raised under the SPP and the exercise of its right to scale back applications. Should this happen, you may be allocated New Shares to a value which is less than the parcel of New Shares you applied for and the difference will be refunded to you.

The SPP will be open and the SPP offer documents will be despatched to eligible shareholders on Monday, 5 December 2011 and will remain open until 5pm WST on Friday, 16 December 2011. As

$1$ As noted above, the offer price for the SPP represents an 8.7% discount to the volume weighted average price up to and including 28 November 2011. The traded price of the Company's shares and therefore the discount is subject to change during the SPP offer period.

soon as practicable after the close of the SPP, Northern Iron will make an ASX announcement as to the outcome of the SPP and the number of New Shares to be issued.

To apply for a parcel of New Shares, please follow the instructions on page 3.

I encourage you to read the attached SPP Terms and Conditions carefully. If you are unsure about whether to participate, please contact your professional adviser. If you require further information, please contact our Share Registry (contact details are in the enclosed instructions).

On behalf of the Board, I invite you to consider this opportunity to increase your investment in Northern Iron.

Yours sincerely

David Griffiths Chairman

Key Dates*

Date (and time) if relevant)	Event
5pm WST, Tuesday, 29 November 2011	Record Date The date and time on which Northern Iron determines who is eligible to participate in the SPP.
Monday, 5 December 2011	Opening Date
5pm WST, Friday, 16 December 2011	Closing Date Application Forms and BPAY payments must be received by this time and date.
Friday, 23 December 2011	Allotment Date The date on which the New Shares are expected to be allotted.
Wednesday, 28 December 2011	Trading Date The date on which the New Shares are expected to begin trading.
Wednesday, 28 December 2011	Despatch Date Transaction confirmations / holding statements will be sent to shareholders on or around this date.

* Northern Iron may change any of the Key Dates at its discretion (even if the offer has opened or applications have been received).

Instructions

The SPP opens on Monday, 5 December 2011 and under the offer, you may apply for a parcel of New Shares to a value of A\$1,000, A\$5,000, A\$10,000 or A\$15,000.

To apply and pay, you have two options:

Option 1: BPAY®²

You can make a payment by BPAY if you have an Australian bank account enabled for this purpose. BPAY customers must use the customer reference number shown on the Application Form which is required to identify your holding. If paying by BPAY, you do not need to return your Application Form.

Option 2: Application Form and cheque or money order

You can complete the Application Form and return it to Computershare Investor Services Pty Limited (Share Registry), GPO Box 505, Melbourne, Victoria 3001, Australia, together with a cheque or money order, in accordance with the instructions on the Application Form.

Cheques and money orders must be made payable to "Northern Iron Share Purchase Plan" in Australian dollars, crossed "Not Negotiable" and drawn on an Australian bank for the correct amount. Northern Iron will not accept payment by cash.

Timing

All payments and applications must be received before 5pm WST, Friday 16 December 2011. You cannot withdraw or cancel your application or BPAY payment once you have sent it in. BPAY payments must be received by 3pm WST, Friday 16 December 2011 (which is when the BPAY system closes on the Closing Date).

Questions

If you have any questions, please contact Northern Iron's Share Registry any time between 6am and 5pm WST Monday to Friday:

Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace, Perth, WA 6000 Australia

Registry information line (Australia): 1300 764 285

Registry information line (outside Australia): +61 3 9415 4874

No offer outside Australia, New Zealand and Norway

This document may not be released or distributed any country other than Australia, New Zealand and Norway. This document does not constitute an offer to sell, or a solicitation of an offer to buy. securities in any country other than Australia. New Zealand and Norway, In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

$2^2$ ® Registered to Bpay Pty Ltd ABN 69 079 137 518.

Terms and Conditions

IMPORTANT NOTICE: The market price of Northern Iron shares may rise or fall from now to when the New Shares are allotted to you under the SPP. Therefore, if you apply for and we allot to you New Shares under the SPP, the offer price for those New Shares may be more than, or less than, the market price of Northern Iron's shares you could buy at that time. By completing and returning the Application Form or making a BPAY payment, you acknowledge this risk. We encourage you to contact your professional adviser regarding whether to participate in the SPP and how much to contribute.

Offer timetable

• $(a)$ The offer timetable is set out in the Key Dates section above and is included in these Terms and Conditions.
• $(b)$ Payment by BPAY, Application Forms, cheques and money orders may not be processed and may not be valid if they have not been received by Northern Iron by the time and date specified for the Closing Date. You must allow adequate time for Application Forms and cheques or money orders forwarded by post to be received by the Share Registry. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment, and you should therefore take this into consideration when making payment.
• $(c)$ Northern Iron expects to send a transaction confirmation or holding statement to you on or around the Despatch Date.
• $(d)$ Northern Iron expects that the New Shares will be allotted under the SPP on the Allotment Date and will commence trading on ASX on the Trading Date. You must confirm your holding before trading in any New Shares you believe have been allotted to you under the SPP.
• $(e)$ At any time, Northern Iron can change the Closing Date, Allotment Date, Despatch Date and the Trading Date (even if the offer has opened, or BPAY payments and Application Forms have been received) by lodging a revised timetable with ASX.

Eligible Shareholders

You are an Eligible Shareholder and may participate in the SPP if you were a registered holder of Northern Iron ordinary shares with a registered address in Australia, New Zealand or Norway as at 5pm WST on Tuesday, 29 November 2011, unless you hold Northern Iron shares on behalf of another person who resides outside Australia, New Zealand or Norway.

For New Zealand shareholders, you must still be a shareholder at the date of this offer, that is Monday, 5 December 2011.

Northern Iron has determined that it is not practical for holders of Northern Iron shares with registered addresses in other countries to participate.

• Holders receiving more than one offer: If you are the only registered holder of a holding of Northern Iron shares, but you receive more than one offer under the SPP (due to multiple registered holdings), you may only contribute a maximum of A\$15,000 in applying for New Shares.
• Joint Holders: If 2 or more persons are recorded in the register of members of Northern Iron as jointly holding Northern Iron shares, they are considered to be a single registered holder for the purpose of the SPP and they are entitled to participate in the SPP in respect of that single holding only. If as joint holders you receive more than one offer under the SPP due to multiple identical holdings, you may still only contribute a maximum of A\$15,000 in applying for New Shares.
• Custodians, trustees and nominees: If vou are a custodian, trustee or nominee within the definition of "custodian" in ASIC Class Order [CO 09/425] (Custodian), you may contribute a maximum of A\$15,000 in applying for New Shares for each beneficiary on whose behalf you or a downstream custodian hold Northern Iron shares (but

joint holders are taken to be a single holder), subject to providing us with a certificate in accordance with paragraph (d) of "Significance of applying for New Shares" below. If you are not a Custodian, the rules for multiple single holdings apply and you may only contribute a maximum of A\$15,000 in applying for New Shares. You are not eligible to participate on behalf of a person who resides outside Australia, New Zealand and Norway.

Participation is optional

Participation in the SPP is entirely optional. If you are an Eligible Shareholder, you can choose whether or not to participate.

How much can you invest?

• $(a)$ If you are an Eligible Shareholder, you may apply to buy a parcel of New Shares by contributing a set amount of either A\$1,000, A\$5,000, A\$10,000 or A\$15,000.
• This parcel may be subject to a $(b)$ scaleback and rounding.
• Unless you are applying as a $(c)$ Custodian, the maximum amount of A\$15,000 applies even if you receive more than one Application Form or if you hold shares in Northern Iron in more than one capacity (for example, if vou are both a sole and joint holder of shares in Northern Iron - see "Eligible" Shareholders" above) and irrespective of the number of Northern Iron shares vou hold on the Record Date. We can reject any application for New Shares if we believe you have not complied with this condition.

How to apply for New Shares

If you would like to participate in the SPP, you have two options:

Option 1: BPAY

Provided you are not a Custodian, you can make a payment by BPAY if you have an Australian bank account enabled for this purpose. BPAY customers must use the customer reference number shown on the Application Form which is required to identify your holding. If paying by BPAY, you do not need to return your Application Form.

NOTE: By using this BPAY facility to apply for New Shares, you represent that the total of the application price for the following does not exceed A\$15,000:

• $(a)$ the shares you are applying for;
• $(b)$ any other shares you are applying for under this SPP, or shares or interests in the class issued under a similar arrangement in the 12 months before this application;
• $(c)$ any other shares or interests in the class which you have instructed a custodian to acquire on your behalf under this SPP; and
• $(d)$ any other shares or interests in the class issued to a custodian under an arrangement similar to this SPP in the 12 months before this application as a result of you instructing the custodian or another custodian, which resulted in vou holding a beneficial interest in the shares or interests.

Payment by BPAY may not be processed and may not be valid if it has not been received by Northern Iron by the time and date specified for the Closing Date. You should be aware that the BPAY system closes at 3pm WST and your financial institution may implement earlier cutoff times with regards to electronic payment, and you should therefore take this into consideration when making payment.

Option 2: Application Form and cheque or money order

You must complete an Application Form and return it with a cheque or money order in accordance with the instructions on the Application Form.

Cheques and money orders must be payable to "Northern Iron Share Purchase Plan", in Australian dollars, be crossed "Not Negotiable" and drawn on an Australian bank for the correct amount. Northern Iron will not accept payment by cash.

Payment by Application Forms, cheques and money orders may not be processed and may not be valid if they have not been received by Northern Iron by the time and date specified for the Closing Date. You must allow adequate

time for Application Forms and cheques or money orders forwarded by post to be received by the Share Registry.

Northern Iron's discretion regarding applications

Northern Iron may accept or reject applications for New Shares under the SPP, including if:

• an Application Form is incorrectly $(a)$ completed, incomplete or otherwise determined by Northern Iron to be invalid:
• $(b)$ if you are a Custodian, and we are not satisfied with your certification for any reason;
• $(c)$ a cheque is dishonoured or has not been completed correctly;
• the correct amount corresponding to $(d)$ your application is not provided with the Application Form or BPAY payment;
• a BPAY payment is not received or is $(e)$ incomplete or invalid;
• $(f)$ unless you are applying as a Custodian, an applicant appears to be contributing more than A\$15,000 under the SPP;
• $(g)$ an application is received after the time and date specified as the Closing Date. Northern Iron has a discretion whether or not to accept late BPAY payments, Application Forms and cheques or money orders; or
• Northern Iron believes you are not an $(h)$ Eligible Shareholder,

and Northern Iron must reject applications if required to do so under ASIC Class Order [CO 09/425].

Northern Iron reserves the right to return your cheque or money order or refund your BPAY payment and not allot you any New Shares.

Offer price

The offer price of the New Shares is A\$0.64. which is the same as the Placement price. This represents a 7.9% discount to the last traded price on 28 November 2011 (the trading day prior to Northern Iron going into trading halt whilst it conducted the Placement) of A\$0.695 and an 8.7% discount to the volume weighted average price of Northern Iron shares for the five trading days period up to and including 28 November 2011 (the trading day prior to Northern Iron going into trading halt whilst it conducted the Placement) of A\$0.70.

Applications may be scaled back

• The amount to be raised under the $(a)$ SPP is capped at A\$5 million.
• $(b)$ Northern Iron reserves the right to determine the amount it raises through the SPP, including the right to scale back applications (Scaleback).
• $(c)$ If there is a Scaleback you may not receive all the New Shares for which vou have applied. Each applicant will be treated equally and scaled back on a pro rata basis. If a Scaleback produces a fractional number when applied to your parcel, the number of New Shares you will be allotted will be rounded down.
• $(d)$ Northern Iron will refund to you by direct credit deposit to your nominated bank account or by cheque, the difference between your application money and the total offer price for the New Shares allotted to you.

Rounding of New Shares

• $(a)$ If you apply for New Shares under the SPP, you agree to contribute a certain amount to buy New Shares rather than to apply for a certain number of New Shares. The number of New Shares you receive will be determined by:
• if there is no Scaleback applied to your allotment, dividing the amount you agree to contribute for New Shares by the offer price (A\$0.64); or
• if there is a Scaleback applied to your allotment, dividing the amount you are taken to have contributed by the offer price $( A $0.64).$
• If this calculation produces a fractional $(b)$ number, the number of New Shares

you will be allotted will be rounded down to the nearest whole number of New Shares and:

• if there is no Scaleback applied to your allotment, any residual balance will form part of the assets of Northern Iron. You will not receive a refund of this amount, which will always be less than the price of one share issued under the SPP: or
• if there is a Scaleback applied to your allotment, the residual balance from rounding down will be added to the refund you receive from the Scaleback.

No other participation costs

No brokerage, commission or other participation costs are pavable by you to acquire New Shares under the SPP.

No interest

No interest will be paid on any application money returned to you.

You cannot transfer your rights under this SPP

Your rights under this offer are personal to you and non-renounceable. This means, if you are eligible, you cannot transfer your right to purchase New Shares under this SPP to anyone else.

Equal ranking and rights to dividends

New Shares issued under the SPP will, at the time of issue, rank equally with existing New Shares guoted on ASX, with the same voting rights, dividend rights and other entitlements.

Significance of applying for New Shares

If you apply to participate in the SPP:

you agree that once you have sent in $(a)$ your application or made your BPAY payment, you cannot withdraw or cancel your application and your application is unconditional;

• $(b)$ you confirm that you are an Eligible Shareholder and that you are lawfully permitted to accept the offer under the SPP and participate in the SPP in accordance with these Terms and Conditions and any applicable laws:
• $(c)$ you certify that, even if you have received more than one offer under the SPP or received offers in more than one capacity, the aggregate application money paid by you in any capacity (except as a Custodian) for:
• the New Shares the subject of the Application Form or BPAY payment: and
• any other Northern Iron shares issued to you, or to a Custodian on your behalf and at your instruction, under the SPP or any similar arrangement operated by Northern Iron in the 12 months before the date we received your application,

is not more than A\$15,000;

• $(d)$ if you are a Custodian and are applying for New Shares with a total application price exceeding A\$15,000, you agree to certify to us in writing the matters required by ASIC Class Order [CO 09/425] condition 9. Custodians should request a Custodian Certificate when making an application on behalf of participating beneficiaries. To request a Custodian Certificate or if you would like further information on how to apply, you should contact the Share Registry:
• $(e)$ you agree to these Terms and Conditions and you agree not to do anything which would be contrary to the spirit, intention or purpose of the SPP:
• you agree to be bound by the $(f)$ Constitution of Northern Iron:
• you authorise Northern Iron (and its $(g)$ officers or agents) to correct any error or omission in your Application Form and to complete the Application Form by inserting missing details if we elect to do so:

• $(h)$ you agree that Northern Iron may determine that your Application Form is valid and in accordance with these Terms and Conditions, even if it is incomplete, contains errors or is otherwise defective:
• $(i)$ you agree that your application is only effective when received by us and not when posted:
• $(i)$ vou accept the risk associated with any refund that may be sent to you by direct credit or cheque to your address shown on Northern Iron's register;
• $(k)$ you are responsible for any dishonour fees or other costs which Northern Iron may incur if your cheque for payment is dishonoured:
• $(1)$ you agree that if there is a rounding down of the number of New Shares and no Scaleback, any remaining balance of your payment after your allotment will form part of the assets of Northern Iron and will not be refunded;
• vou agree that Northern Iron and the $(m)$ Share Registry named in the Directory below have not provided you with investment or financial product advice, and that they have no obligation to provide advice to you about your decision to apply for and buy New Shares; and
• $(n)$ you agree that Northern Iron is not liable for any exercise of its discretions referred to in these Terms and Conditions.

Notice to shareholders in New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and

may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

Notice to shareholders in Norway

This document has not been approved by, or registered with, any Norwegian securities regulator pursuant to the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007.

The New Shares are not being offered or sold, directly or indirectly, in Norway except:

• $(a)$ to "professional investors" (as defined in Norwegian Securities Regulation of 29 June 2007 no. 876);
• $(b)$ to any natural person who is registered as a professional investor with the Norwegian Financial Supervisory Authority (Finanstilsynet) and who fulfils two or more of the following: (i) any natural person with an average execution of at least ten transactions in securities of significant volume per quarter for the last four quarters; (ii) any natural person with a portfolio of securities with a market value of at least €500,000; and (iii) any natural person who works, or has worked for at least one year, within the financial markets in a position which presupposes knowledge of investing in securities;
• $(c)$ to fewer than 100 natural or legal persons (other than "professional investors"); or
• in any other circumstances provided $(d)$ that no such offer of New Shares shall result in a requirement for the registration, or the publication by the Company or an underwriter, of a prospectus pursuant to the Norwegian Securities Trading Act of 29 June 2007.

No US offer

If you apply to participate in the SPP, you acknowledge and agree that:

• $(a)$ the New Shares have not, and will not be, registered under the US Securities Act of 1933, as amended (US Securities Act), or the securities laws of any state or other jurisdiction in the United States, or in any other jurisdiction outside Australia. New Zealand and Norway;
• $(b)$ vou must not send copies of these Terms and Conditions or any other material relating to the SPP to any person in the United States or elsewhere outside Australia. New Zealand and Norway:
• $(c)$ you must not submit an Application Form or make payment by BPAY for any person resident outside Australia, New Zealand or Norway; and
• $(d)$ if you do not comply with these restrictions, it may result in violations of applicable securities laws.

Withdrawal, waiver, suspension and termination

Northern Iron reserves the right to withdraw the offer at any time up to the Allotment Date.

Northern Iron reserves the right at any time to:

• $(a)$ waive compliance with any provision of these Terms and Conditions;
• amend or vary these Terms and $(b)$ Conditions: and
• $(c)$ suspend or terminate the SPP.

Any amendment, variation, suspension or termination is binding on all Eligible Shareholders even if Northern Iron does not notify you of the event.

Settling disputes

Northern Iron may settle in any manner it sees fit, any difficulties, anomalies or disputes which may arise in connection with the operation of the SPP whether generally or in relation to any participant or any application for Northern Iron shares. Northern Iron's decision is conclusive and binding on all participants and other persons to whom the determination relates. These rights may be exercised by Northern Iron's Board or any delegate of the Board.

Governing Law

These Terms and Conditions are governed by the laws in force in Western Australia. By accepting this offer, you submit to the nonexclusive jurisdiction of the courts in Western Australia.

No underwriting

The SPP will not be underwritten.

Interpretation

The term "these Terms and Conditions" includes terms and conditions in the Application Form, Instructions and Key Dates.

Key risks in relation to Northern Iron

Introduction

A number of risks and uncertainties, which are both specific to Northern Iron and of a more general nature, may affect the future operating and financial performance of Northern Iron and the value of Northern Iron shares. You should carefully consider the following risk factors, as well as the other information provided to you by Northern Iron in connection with the offer. and consult your financial and legal advisers before deciding whether to invest in the New Shares. The risks and uncertainties described below are not the only ones facing Northern Iron. Additional risks and uncertainties that Northern Iron is unaware of, or that it currently considers to be immaterial, may also become important factors that adversely affect Northern Iron's operating and financial performance.

Project throughput and quality

There is a risk that circumstances (including unforeseen circumstances) may cause a delay in implementing the production, quality improvement and expansion timeline. Failure of the project to deliver the expected production, quality improvement and expansion will impact revenue.

Commodity Prices

Northern Iron derives the majority of its revenue from the sale of iron ore concentrate. The price of iron ore may fall as a result of a number of factors beyond Northern Iron's control, including global supply, decreased demand, currency exchange rates, general economic conditions, regulatory changes and

other factors. Northern Iron cannot provide an assurance as to the price it will achieve for its iron ore in the future.

Offtake Agreement

Northern Iron is party to an offtake agreement for the supply of iron ore concentrate from its mining operation in northern Norway. The offtake agreement contains specifications around the quality of concentrate required. There is a risk that Northern Iron may not produce the quality of concentrate required under the offtake agreement which may in turn impact upon the revenue and overall financial performance of Northern Iron.

Production targets and plant availability

Achievement of production targets are dependent on improving plant availability. While significant progress has been made in October and early November, there is no guarantee that production targets/guidance will be met.

Foreign exchange

The Company intends to convert the bulk of the proceeds of the Offer to Norwegian Kroner (where a large portion of its costs are incurred) on settlement. However, there is a risk that the exchange rate may vary between the date of this offer and settlement.

Transportable Moisture Limit

Transportable Moisture Limit (TML) is the maximum amount of moisture that a concentrate can contain that allows it to be safely shipped at sea. If the Company is unable to produce concentrate below its TML the product will not be saleable and the operations of the Sydvaranger Iron Ore Project may become uneconomic.

Mineral Resources Estimates

Mineral Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Often these estimates may change significantly when new information becomes available. While the Mineral Resource estimates are based upon the Competent Persons Reports in compliance with JORC standards, there are numerous uncertainties associated with estimating the quantities and qualities of, and cost to mine, the Mineral Resources.

Major shareholder risk

Northern Iron currently has a number of substantial shareholders on its share register who are supportive of the Strategic Review announced on 29 November 2011. There is a risk that these shareholders or other large shareholders may sell their shares at a future date. This could cause the price of Northern Iron shares to decline.

Financing

The Company has a number of covenants contained within its various financing and lease facilities. A consequence of a possible breach of these covenants (without a waiver) may adversely impact Northern Iron's ability to meet its obligations.

Litigation Risk

Litigation risks to Northern Iron may include, but are not limited to, contractual, personal injury, intellectual property disputes, customer claims, and emplovee claims. If any claim were to be pursued and be successful it may adversely impact the sales, financial performance or financial position of Northern Iron.

Regulatory Environment

Northern Iron's project is subject to Norwegian laws and regulations. Although Northern Iron conducts its operations in a responsible manner and in compliance with all applicable laws and regulations, non-compliance with these could in the worst instance result in the cessation of production and substantial liabilities and penalties. There can be no assurance that new laws, regulations or stricter policies, once implemented (prospectively or retrospectively), will not oblige Northern Iron to incur significant expenditure which could have a material adverse effect on Northern Irons business, financial condition and operating results or, in an extreme case, prevent the continuation of operations.

Directory

Registered Office

Northern Iron Limited Level 3, 3 Ord Street West Perth, Western Australia 6005 Telephone: 61 8 9321 9334 Facsimile: 61 8 9321 9335

Share Registry

Computershare Investor Services Pty Limited ABN: 48 078 279 277 Level 2, Reserve Bank Building 45 St Georges Terrace Perth, WA 6000 Australia Registry information line (Australia): 1300 764 285

Registry information line (outside Australia): 61 3 9415 4874

Legal Advisers

Clifford Chance

Northern Iron Limited

ABN 71 125 264 575 For all enquiries:

Phone:

(within Australia) 1300 764 285 (outside Australia) +61 3 9415 4874

000001 ⁰⁰⁰ NFE MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000

Make your payment:

See over for details of the Offer and how to make your payment

Share Purchase Plan Application Form

Your payment must be received by 5pm (WST) Friday 16 December 2011

This is an important document that requires your immediate attention. Before completing or submitting this document, you should read the whole of the Northern Iron Limited Share Purchase Plan offer document which accompanies this application form. If you do not wish to purchase additional Northern Iron Limited shares under this offer, there is no need to take any further action.

This application form can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

By making payment you agree to be bound by the Constitution of Northern Iron Limited and that the submission of this payment constitutes an irrevocable offer by you to subscribe for Northern Iron Limited shares on the terms of the Share Purchase Plan (SPP). In addition, by submitting the slip overleaf you certify that, even if you have received more than one offer under the SPP or received offers in more than one capacity, the total of the application price for the following does not exceed \$15,000:

• the new shares the subject of the slip overleaf;

• any other shares applied for under this SPP, or shares or interests in the class issued under a similar arrangement in the 12 months before the date of submission of the slip overleaf;

• any other shares or interests in the class which you have instructed a custodian to acquire on your behalf under this SPP; and
• any other shares or interests in the class issued to a custodian under an arrangement similar to this SPP in the 12 months before the date of submission of the slip overleaf as a result of you instructing the custodian or another custodian, which resulted in you holding a beneficial interest in the shares or interests.

Custodians should request a Custodian Certificate when making an application on behalf of participating beneficiaries. To request a Custodian Certificate or if you would like further information on how to apply on behalf of beneficiaries, you should contact Computershare on the numbers listed above.

Northern Iron Limited may make determinations in any manner it thinks fit, in relation to any difficulties which may arise in connection with the SPP whether generally or in relation to any participant or application. Any determinations by Northern Iron Limited will be conclusive and binding on all eligible securityholders and other persons to whom the determination relates. Northern Iron Limited reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions or to suspend or terminate the SPP at any time. Any such amendment, suspension or termination will be binding on all eligible securityholders even where Northern Iron Limited does not notify you of that event.

Step 1: Registration Name

Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.

Step 2: Make Your Payment

Your payment must correspond to one of the options detailed overleaf (A\$1,000, A\$5,000, A\$10,000 or A\$15,000). You may choose ONE option only.

Note that the amount chosen may be subject to scale back in accordance with the terms of the SPP.

Choose one of the payment methods shown below. BPAY®: See overleaf. Do not return the slip with BPAY payment.

By Mail: Complete the reverse side of this payment slip and detach and return with your payment. Make your cheque or bank draft payable in Australian dollars to 'Northern Iron Share Purchase Plan' and be crossed 'Not Negotiable'. The cheque must be drawn from an Australian bank. Cash is not accepted.

Payment will be processed on the day of receipt. Receipts will not be forwarded. Funds cannot be debited directly from your account.

Entering your contact details is not compulsory, but will assist us if we need to contact you.

Turn over for details of the Offer è

Northern Iron Limited Share Purchase Plan Application Form Payment must be received by 5pm (WST) Friday 16 December 2011

® Registered to BPAY Pty Ltd ABN 69 079 137 518

Share Purchase Plan Application Form			X 9999999991	I ND
STEP 1	Registration Name & Offer Details		For your security keep your SRN/ HIN confidential.
Registration Name:	MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000		Entitlement No: 00005856
Offer Details:	Record date:	5pm (WST) Tuesday 29 November 2011
	Minimum value available to purchase:	A\$1,000
	Maximum value available to purchase:	A\$15,000
STEP 2	Make Your Payment
Biller Code: 193417 Ref No: 1234 5678 9123 4567 89		Pay by Mail: Make your cheque, money order or bank draft payable to Northern Iron

Contact your financial institution to make your payment from your cheque or savings account.

Lodgement of Acceptance

If you are applying for shares and your payment is being made by BPAY®, you do not need to return the slip below. Your payment must be received by no later than 3pm (WST) Friday 16 December 2011. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. Neither CIS nor Northern Iron Limited accepts any responsibility for loss incurred through incorrectly completed BPAY payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.

Return your cheque with the below slip to: Computershare Investor Services Pty Limited GPO BOX 505 Melbourne Victoria 3001 Australia

Limited.

If you are paying by cheque, bank draft or money order the slip below must be received by Computershare Investor Services Pty Limited (CIS) Perth by no later than 5pm WST on 16 December 2011. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for shareholders in Australia. Other Eligible Shareholders will need to affix the appropriate postage. Return the slip below with cheque attached.

Privacy Statement

Personal information is collected on this form by Computershare Investor Services Pty Limited (CIS) as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS using the details provided above or email privacy@computershare.com.au

I/We wish to purchase a parcel of SPP Shares as follows (choose one option only) in accordance with the terms of the Northern Iron Limited Share Purchase Plan.

Purchase Details for Northern Iron Limited (choose one option)

A\$1,000 worth of OR New Shares	A\$5,000 worth of OR New Shares	A\$10,000 worth of New Shares	00005856
A\$15,000 worth of New Shares			Entitlement No: 00005856
	I/We acknowledge these amounts may be scaled back in accordance with the terms of the SPP.		MR SAM SAMPLE

SAMPLETOWN VIC 3000 Payment must be received by 5pm (WST) Friday 16 December 2011

123 SAMPLE STREET

Contact Details

Contact Name		Daytime Telephone
Cheque Details Drawer	Cheque Number	BSB Number	Account Number	Amount of Cheque