FENIX RESOURCES LTD — M&A Activity 2013

Jan 20, 2013

ASX/MEDIA RELEASE 21[st] January 2013

EMERGENT TO REPOSITION AS COLOMBIAN BASE & PRECIOUS METALS EXPLORER THROUGH WEST ROCK RESOURCES ACQUISITION

Highlights:

• Emergent to acquire West Rock Resources Ltd, a Colombian-focused base and precious metals explorer.

• West Rock’s flagship Tarso Project area is located in one of the world's most prospective new gold belts with over 50Moz Au of resources reported discovered in the last 5 years by major mining houses.

• West Rock Non-Executive Chairman Peter Harold and Managing Director Simon Noon to be appointed to Emergent board on settlement.

• West Rock has a Strategic Alliance with major international mining company Cliffs Natural Resources (NYSE:CLF) whereby Cliffs will provide funding to West Rock to identify and explore projects in Australia and the Asia-Pacific region.

• Emergent fully funded to commence aggressive exploration and further development of its Colombian projects post settlement with ~A$3.1M and a cash backing of 1.5cents per share (as at 31[st] December 2012).

• West Rock has assessed in excess of 300 projects in Colombia and has considerable knowledge of the country.

Emergent Resources Limited (ASX:EMG) (“ Emergent ” or “ the Company ”) is pleased to advise that it has entered into a conditional agreement (the “ Agreement ”) to acquire West Rock Resources Limited (“ West Rock ”), repositioning the Company as a Colombian-focused base and precious metals explorer.

West Rock is an Australian entity which has established an exploration team in Colombia, and, through its wholly owned subsidiaries, has the rights to a highly prospective exploration and exploitation licence located in the Southern Antioquia region of Colombia.

The licence consists of 1 fully granted tenement covering a total land area of 1,998Ha (approximately 20km[2] ) and is located near the town of Tarso, in the Southern Antioquia region of Colombia and in close proximity to the world class deposits of Marmato and Titiribi (Figure 2).

Commenting on the West Rock acquisition, Emergent chairman Mr Wolfgang Fischer stated:

“We are very excited about exploring in Colombia, unlocking the tremendous potential of the West Rock assets and building the project portfolio in such a prolifically mineralised and underexplored jurisdiction.

West Rock’s tenement is strategically located in an area where there have been many exciting, world class mineral discoveries. The West Rock team’s strong understanding of the mineralisation and geology of Colombia will be invaluable towards the exploration and development of Tarso and other future projects.

“The proposed transaction is further enhanced by the alliance between Cliffs Natural Resources and West Rock which offers Emergent remarkable growth possibilities by partnering with a proven minerals giant like Cliffs. The West Rock-Cliffs alliance speaks volumes about the confidence and respect Cliffs has for the professionalism and expertise of the West Rock team members.

“This ‘company making’ transaction is a unique opportunity combining projects with exceptional potential and a very strong, professional team with extensive exploration and commercial experience.”

Consideration for this transaction will consist of the issuing of Emergent ordinary shares and options to the West Rock shareholders, together with the potential issuance of further shares based on project related milestones being met. The key terms of the acquisition including consideration and conditions precedent are outlined in Appendix 1 of this announcement.

Following the completion of the acquisition, Emergent plans to launch an aggressive exploration campaign in Colombia initially focusing on the Tarso project area.

The Tarso project area is located in one of the world's most prospective new gold belts with resources of over 50Moz Au reported discovered in the last 5 years by major mining houses.

The project lies in close proximity to areas known to host high quality precious and base metals projects including Continental Gold's Buritica project, which has a NI 43-101 compliant measured and indicated resource of 1.6Moz at 13.6g/t Au Buritica project (3g/t cut-off); Sunward Resources’ Titiribi project, which has a NI 43-101 compliant measured and indicated resource of 4.6Moz Au and 6.3Moz AuEq, and Gran Colombia Gold’s Marmarto project, which has NI 43-101 compliant measured and indicated resource of 11.8Moz Au / 80Moz Ag.

Following this transaction, Emergent plans to add to its project portfolio in Colombia by acquiring additional, high-quality exploration assets and targets to deliver further shareholder value.

To date, West Rock has assessed in excess of 300 projects in Colombia from which it has selected several that are being assessed in more detail at present.

For further information please contact:

Wolfgang Fischer Emergent Chairman

Emergent Resources Limited PH: +61 8 9380 912 E: admin@emergentresources.com.au Website: www.emergentresources.com.au

Media: David Tasker / Colin Jacoby Professional Public Relations +61 8 9388 0944 E: david.tasker@ppr.com.au / colin.jacoby@ppr.com.au

Emergent Resources Limited advises that the Competent Person responsible for information released in this Announcement dated 21 January 2013 is Mr Barrie Bolton.

The information in the Public Report that relates to Exploration Results is based on information compiled by Barrie Bolton, who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Bolton is a consultant to West Rock Resources Limited. Mr Bolton has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Bolton consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

APPENDIX 1

Tarso Project Background

The Tarso Project is located in south-western Antioquia in the Municipality of Pueblorrico. The licence consists of 1 granted tenement covering a total land area of 1,998ha, of which 1,472ha is granted for exploration and 526ha for exploitation.

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Figure 1: Colombia location map and USGS porphyry database locations with total contained Cu. Note the absence of porphyry deposits in Colombia due to the lack of modern exploration.

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Figure 2: Project location details, including the major copper/gold belts in Colombia

The project lies within the Middle Cauca Porphyry Belt of the Western Cordillera between the Cordillera Occidental and the Cordillera, approximately 50km south of Medellin. Access to the tenement is via a sealed road to the large town of Andes.

The project is part of the Barroso Formation that lies in the highly prospective eastern flank of the Western Cordillera, approximately 90km south and along strike of Continental Gold's Buritica project,

which has a NI 43-101 compliant measured and indicated resource of 1.6Moz at 13.6g/t Au (3g/t cut-off); 25km southwest of Sunward Resources’ Titiribi project, which has a NI 43-101compliant measured and indicated resource of 4.6Moz Au, and 45km northwest of Gran Colombia Gold’s Marmarto project, which has NI 43-101 compliant measured and indicated resource of 11.8Moz Au / 80MozAg.

Regional Geology

There are three major copper/gold belts of Colombia, defined as the Choco, Middle Cauca and Segovia belts. Tarso lies within the Middle Cauca belt which is situated between the Occidental and the Central Cordillera consisting of porphyry, mesothermal and epithermal deposits with more than 50Moz Au of resources reported discovered within this belt.

Exploration

First pass mapping and rock chip sampling at the Tarso Project has outlined the following:

• Peak rock chip samples have returned results of:

• 19.9g/t Ag, 5.08% Cu & 0.12% Zn

• 0.5g/t Au, 5.9g/t Ag & 1.39% Cu

• 3.3g/t Ag, 0.8% Cu & 0.99% Zn

• Host rock consists of Cretaceous inter-bedded metasediments, gabbro and andesite intrusives with overlying Tertiary conglomerates/sandstones to the east;

• A strike length of approximately 5km of multidirectional quartz-carbonate stockwork over the mafic units;

• Malachite veins outcrop over a 1km² area, in addition creek float samples with disseminated copper mineralisation have been identified;

• Significant alteration of chlorite-sericite, epidote and silica;

• • Visible malachite, azurite, bornite and chalcopyrite (copper) (in road cuttings);

West Rock has recently completed a 500 line km detailed magnetic survey and has identified several target zones with mineralisation potential warranting further ground IP geophysics. A mapping, stream sediment, 500+ soil geochemical sampling and trenching program is currently underway.

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Figures 3 and 4: Total Magnetic Intensity Survey Results over Tarso with first pass soil sampling locations and copper outcrop locations. Right, Quickbird image is a close up of the road cuttings with Cu-Au-Ag-Zn stockwork mineralisation and assay results.

Key acquisition terms

West Rock has the right to 100% ownership of the license area for US$850,000, payable as follows:

• After successful due diligence $10,000 (Paid)

• Upon transfer of title to a newly incorporated company $75,000

• End of year 1, 41% ($348,500) for 51% ownership

• End of year 2, 19% ($161,500) for 70% ownership

• End of year 3, 30% ($255,000) for 100% ownership

Board changes

Subject to approval of the transaction by shareholders, West Rock’s highly experienced management team – which includes West Rock’s chairman Peter Harold and its managing director Simon Noon, will be appointed to the board of Emergent on settlement of the transaction.

Emergent will appoint Simon Noon as an Executive Director and Peter Harold as a Non-Executive Director to the Board of the Company.

Barrie Bolton and Simon Brown will continue in their respective exploration and development roles.

Indicative Timetable for 2013

TARSO Soil & Stream Sampling Geological mapping IP Geophysics Trenching Geological Interpretation Drilling New project Acquisition	Jan	Feb	Mar	Apr	May	Jun	Jul	Aug	Sep	Oct	Nov	Dec

Transaction terms

a) Consideration

Subject to conditions precedent outlined below, the consideration to be paid to the West Rock Shareholders and Management is as follows:

• i. 50,000,000 fully paid ordinary shares in the capital of Emergent ( Emergent Shares ) at a deemed issue price of $0.03 each ( Consideration Shares );

ii. 28,600,000 Options (exercise price $0.03; expiry 2 years from their date of issue) ( Class A Options );

iii. 28,600,000 Options, (exercise price $0.06; expiry 3 years from their date of issue) ( Class B Options );

iv. 27,000,000 Emergent Shares ( A Class Deferred Shares ) upon Cliffs Natural Resources Exploration Inc (incorporated in the state of Delaware, United States of America) ( CNR ) accepting the first Property of Merit as a Joint Venture Project pursuant to clause 8 of the Strategic Alliance Agreement between West Rock and CNR dated 4 July 2012 ( SA Agreement ) ( First Milestone ) providing such acceptance occurs within 12 months of the Settlement Date ( JV Project Acquisition ); and

v. 27,000,000 Emergent Shares ( B Class Deferred Shares ) upon Emergent announcing the earlier of:

(i) an inferred resource in accordance with JORC Guidelines of 0.5Mt Cu at 0.5% Cu or greater: or

(ii) an inferred resource in accordance with JORC Guidelines of 500,000 oz Au or greater at 2.5 g/t Au within a deposit that has the potential to be mined by open pit methods (as confirmed by an independent expert suitability qualified to make such a decision),

on any current or future project of West Rock and its subsidiaries ( West Rock Group ), other than a Joint Venture Project within 4 years of the Settlement Date ( Second Milestone ), together, the Consideration .

The Class A Options and Class B Options will all be issued to West Rock management. The Emergent Shares, A Class Deferred Shares and B Class Deferred Shares will be issued to the shareholders in West Rock.

The issue of the A Class Deferred Shares and the B Class Deferred Shares are conditional on satisfaction of certain milestones (outlined above) and will also be conditional (if required) on future Emergent shareholder approval when the milestones are achieved. If required shareholder approval is not obtained, Emergent must pay to the vendors the cash equivalent.

b) Conditions Precedent

Completion of the Acquisition is conditional upon the satisfaction (or waiver) of the following conditions precedent:

i. completion of reasonable legal, financial, technical and operational due diligence by Emergent on West Rock Group and the West Rock Group’s assets;

ii. completion of reasonable legal, financial and operational due diligence by West Rock on Emergent and its subsidiaries (Emergent Group) and the Emergent Group’s assets;

iii. each West Rock Minority Shareholder accepting the offers in respect of their West Rock Shares on or prior to the date which is 30 days after the date the Agreement is executed by each party (or such other date as agreed to by Emergent and the Major Shareholders in writing);

iv. the shareholders of Emergent approving the transactions contemplated by the Agreement in a general meeting (the General Meeting), including a resolution authorising the allotment and issue of the Consideration issuable to the Major Shareholders and the Minority Shareholders under the Agreement and each of the offers (as relevant) and in accordance with the ASX Listing Rules;

v. each key management personnel of an entity of the West Rock Group as nominated by Emergent entering into an employment contract or contractor contract with Emergent (or its nominee) on terms and conditions mutually agreeable between the relevant parties; and

vi. all options to be issued shares granted by West Rock are cancelled, (together, the Conditions Precedent).

The Conditions Precedent must be satisfied or waived within 60 days.

About West Rock Resources

West Rock was established in early 2011 and brings together some of Australia’s leading exploration geologists with a strong record in developing manganese, copper, gold and iron ore projects.

The West Rock team commenced its activities in Colombia in March 2011 and has since established a regional office in Medellin with a significant number of local employees. West Rock has built a comprehensive GIS database across all the prospective areas of Colombia which has enabled it to rapidly assess projects and apply for the most attractive tenement packages. This has allowed it to identify and secure the flagship Tarso project and West Rock is currently reviewing several other attractive opportunities. The Management team of West Rock has also spent significant time incountry and has now established strong relationships with the government, major miners and the local mining community.

Website: www.westrock.net.au

Strategic Alliance

On 6 July 2012, West Rock entered into a Strategic Alliance with a wholly owned subsidiary of US iron ore and coal miner Cliffs Natural Resources (“ Cliffs ”).

Under the agreement, Cliffs will fund US$1.5 million in project generation and exploration activities over a 2 year initial term and the Alliance can be extended upon mutual agreement.

West Rock has agreed to pursue a commodity driven target generation and exploration program for Cliffs in the Asia-Pacific region. The Strategic Alliance will see West Rock searching for and generating potential world class copper and manganese projects.

This Alliance does not include West Rock’s Colombian strategy.

Cliffs has an option to earn up to 80% interest in projects developed as Joint Ventures by the alliance. Exploration will be focused on the Asia-Pacific region, particularly Central and South East Asia and Australia.

Under the terms of the joint venture, projects designated as JVs will initially be held 51% Cliffs and 49% West Rock. Cliffs can then elect to increase its interest in individual JV projects by funding $4 million in exploration expenditures by the 4th anniversary of the JV agreement.

Cliffs can acquire an additional 10% interest in the JV projects by completing a detailed prefeasibility study within four years of earning its 70% interest.

Cliffs Natural Resources Inc. is an international mining and natural resources company. A member of the S&P 500 Index, Cliffs is the largest producer of iron ore pellets in North America, a major supplier of direct-shipping lump and fines iron ore out of Australia and a significant producer of high and low volatile metallurgical coal.

Experienced board and management

Details of the West Rock management team are outlined below:

Peter Harold - Non-Executive Chairman

Peter is a process engineer with over 22 years’ corporate experience in the minerals industry. He is the Managing Director and was one of the founders of Panoramic Resources (formerly Sally Malay Mining) which was listed on the ASX in September 2001. Peter is also Chairman of Alloy Resources Limited and TUC Resources Limited. He started his career with Shell Australia in the commercial division before moving to Perth to work for Australian Consolidated Minerals Ltd in metals marketing. Since then he has worked for a number of gold and base metal miners in various senior management roles specialising in operations, marketing, treasury and finance, business and project development and corporate management. He has developed a strong network in the mining industry and has excellent contacts within the resource banking and stockbroking fraternity in Australia, Asia, Europe and North America.

Simon Noon - Managing Director

Simon has developed a wealth of experience as a business executive with an impressive track record in business development and project management. A founding Director of West Rock, he has a proven ability to successfully identify potential opportunities and develop an effective strategy. This was recently demonstrated in his role as Executive Director of Groote Resources Ltd (a manganese exploration company), where he grew the company from a market cap of under $5 million to market highs of $100 Million Plus. His strength also lies in negotiations with government organisations and his very strong network within the resource funding sector. Simon was also previously a director of Reflective Minerals, is a member of the Australian institute of company directors and an Associate Fellow of the Australian Institute of Management.

Simon Brown - Exploration Manager and Non-Executive Director

Simon is an exploration and GIS geologist with nearly 20 years’ experience. He is specialised in global GIS databases, satellite & remote sensing imagery skills and regional project generation, prospect evaluation and mineral resource modelling. Simon is the founder and managing director of an internationally recognised geological consultancy, GeoViz Pty Ltd, which specialises in visualisation, animations and GIS consultancy to over 400 global mining, petroleum and engineering companies including BHP Billiton, Rio Tinto, Ivanhoe, SKM and Woodside Petroleum. Prior to consulting, Simon gained 7 years’ experience as exploration and project geologist for projects in the Tanami desert and Ghana, Western Africa.

Barrie Bolton - Head of project development and Non-Executive Director

With over 30 years in the mining industry, Barrie brings a wealth of experience to the Board and Management team. For 18 of those years, he was either advising on, or managing BHP’s exploration program for manganese, worldwide. He has worked in diverse and often challenging exploration environments negotiating access and agreements with local land owners and government authorities. He has conducted exploration in most of the world’s major manganese provinces including South Africa, Gabon, Ghana, Morocco, Ukraine, Georgia, Bulgaria and Turkey. Prior to BHP, Barrie was involved for almost 10 years in the geological characterisation of the world-class, Groote Eylandt manganese deposit. Barrie is a founding Director of West Rock Resources and was formerly a Director of Australian-listed company, Groote Resources.

About Colombia

“Colombia is the world’s most prospective new gold district” : Mark Cutifani, CEO Anglogold Ashanti - Denver Mining Forum, 2012

The Republic of Colombia is the fourth largest country in South America, with over 46 million people, the fourth largest economy in Latin America and known for the production and export of coffee, flowers, emeralds, coal and oil.

Colombia was recently awarded an investment grade rating by Standard & Poor’s, Moody’s and Fitches with the ratings agencies noting the improved macroeconomic credibility and security conditions. Similarly, the World Bank ranks Colombia 5[th] (out of 183 countries) in their protecting investors index.

Why Colombia for business

• 3rd friendliest business destination in Latin America (World Bank 2010)

• Best investor protection in Latin America (World Bank 2011)

• 5th largest economy in Latin America (GDP $500B in 2011)

• 3rd largest GDP in Latin America

• GDP growth of 5.9% in 2011 (Colombia Central Bank 2012)

• Mine royalties to government of only 3.2%

• US$8.8 billion in infrastructure investment in 2012, mostly on roads, power and ports

• Colombia received almost US$13 billion in foreign direct investments (FDI) in 2011 with mining contributing approximately 30%

• FDI in mining grew 5% between 2005 and 2010 (Colombia Mining Journal)

• New free trade agreements with Canada and the USA

• Australia has recently established a consulate in Bogota and is building a business relationship with Colombia