GOLDEN DEEPS LIMITED. — Proxy Solicitation & Information Statement 2012

May 30, 2012

GOLDEN DEEPS LTD

ABN 12 054 570 777

Notice of General Meeting

and

Explanatory Statement

Including the Independent Expert's Report of RSM Bird Cameron Corporate Pty Ltd and Independent Geologist's Report and Valuation of the Huab and Oshivela Projects in Namibia and the Company's Mineral Projects in Australia Prepared by Agricola Mining Consultants Pty Ltd and Tenement Report of Lorentz Angula Inc.

and

Proxy Form

The Independent Expert has concluded the proposal the subject of Resolution 1 is fair and reasonable to the non-associated shareholders of the Company

DATE AND TIME OF MEETING: Friday 29 June 2012 at 9.00am

VENUE: Presidents Room, The Celtic Club 48 Ord Street, West Perth WA 6005

These documents should be read in their entirety. If shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor.

GOLDEN DEEPS LTD ABN 12 054 570 777

CONTENTS

Notice of Meeting	1
Explanatory Statement	3
Proxy Form	22

Schedule 1: Expert's Report of RSM Bird Cameron Corporate Pty Ltd (including Independent Geologist's Report and Valuation of the Huab Projects and Oshivela Projects in Namibia and the Company's Mineral Projects in Australia)

Schedule 2: Tenement Report of Lorentz Angula Inc.

GOLDEN DEEPS LTD ABN 12 054 570 777

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of GOLDEN DEEPS LTD ("GED" or the "Company") will be held on 29 June 2012 commencing at 9.00am at The Celtic Club, 48 Ord Street, West Perth, Western Australia.

The Explanatory Statement that accompanies and forms part of this Notice of General Meeting describes in more detail the matters to be considered. Terms used in this Notice of General Meeting have the meaning given to them in the "Glossary" section contained in the Explanatory Statement.

AGENDA

ORDINARY BUSINESS

Resolution 1 – Acquisition of Glendale Asset Pty Ltd and Jewell Corporation Pty Ltd

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That pursuant to ASX Listing Rule10.1 and section 611 item 7 of the Corporations Act and for all other purposes, the Company:

• (a) agrees to the acquisition by the Company from the Vendor (as more particularly described in the Explanatory Statement accompanying this Notice of Meeting) of all the issued share capital in Glendale Asset Pty Ltd ("Glendale") and all of the issued capital in Jewell Corporation Pty Ltd ("Jewell") in consideration for the issue to the Vendor of a maximum of 75,000,000 ordinary fully paid shares in the Company together with a cash payment of \$180,000 for reimbursement of development expenditure;
• (b) approves and authorises the Directors to allot and issue to the Vendor a maximum of 75,000,000 ordinary fully paid shares in the capital of GED as consideration for the acquisition of shares in Glendale and Jewell referred to in paragraph (a) of this Resolution; and
• (c) agrees to the acquisition by the Vendor and its associates, by way of allotment referred to in paragraph (b) of this Resolution, of a maximum of 75,000,000 ordinary shares in the capital of GED,

in each case on the terms and subject to the conditions more particularly described in the Explanatory Statement accompanying this Notice of Meeting."

VOTING EXCLUSION No votes can be cast on Resolution 1 by the Vendor or any associates of the Vendor.

Resolution 2 – Approval for issue of Shares

To consider and, if thought fit to pass the following resolution as an ordinary resolution:

"That, for the purpose of Listing Rule 7.1 and all other purposes, the Company approves the allotment and issue of up to 25,000,000 Shares at an issue price of not less than 80% of the average market price of the Company's Shares on the ASX over the last 5 days on which sales of the Shares are recorded before the date of issue (or if there is a prospectus relating to the issue, over the last 5 days on which sales in the Shares are recorded before the date of the prospectus) as more particularly described in the Explanatory Memorandum".

VOTING EXCLUSION

The Company will disregard any votes cast on Resolution 2 by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any person associated with those persons. However, the Company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Notes:

• 1. Further details of the above acquisition are set out in the Explanatory Statement accompanying this Notice of Meeting, including further information required to be disclosed to shareholders under ASIC Regulatory Guide 74 and the Listing Rules of ASX.
• 1. Shareholders are urged to read the Independent Expert's Report prepared by RSM Bird Cameron Corporate Pty Ltd which report is attached to the Explanatory Statement accompanying this Notice of Meeting. The Independent Expert has concluded that the proposal the subject of resolution 1 is fair and reasonable to the non-associated shareholders of the Company.

Voting Entitlements

For the purposes of determining voting entitlements at the general meeting, Shares will be taken to be held by persons who are registered as holding Shares at 9.00am on Wednesday 27 June 2012. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting.

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of General Meeting.

By order of the Board

Norman Grafton Company Secretary

14 May 2012

GOLDEN DEEPS LTD ABN 12 054 570 777 EXPLANATORY STATEMENT

1. Introduction

This Explanatory Statement has been prepared for the information of Shareholders of Golden Deeps Ltd ("GED" or "the Company") in connection with the business to be conducted at the General Meeting of Members to be held at the Celtic Club Inc, 48 Ord Street, West Perth, Western Australia on 29 June 2012 at 9.00am.

An Independent Expert's Report prepared by RSM Bird Cameron Corporate Pty Ltd comments on whether the proposal the subject of Resolution 1 is fair and reasonable to the non-associated shareholders of the Company.

The Directors recommend that shareholders read this Explanatory Statement and the Independent Expert's Reports in full before making any decision in relation to Resolution 1.

Shareholders should note that RSM Bird Cameron Corporate Pty Ltd has concluded that the proposal the subject of Resolution 1 is fair and reasonable to the non-associated shareholders of the Company.

This Explanatory Statement should be read in conjunction with the accompanying Notice of Meeting. Please refer to page 18 of this Explanatory Statement for a Glossary of Terms.

2. Acquisition of Glendale Asset Pty Ltd and Jewell Corporation Pty Ltd (Resolution 1)

2.1 Background

On 14 May 2012 GED announced that it had entered into the Share Sale Agreement to acquire all of the issued share capital of each of Glendale and Jewell from Coniston, a substantial Shareholder of the Company.

Glendale holds an 80% interest in Huab, the holder of a 100% legal and beneficial interest in 3 Exclusive Prospecting Licences, EPL 3541, 3543 and 3774 (all of which are granted and renewal is pending) and 2 Exclusive Prospecting Licence Applications EPLA 3772 and 3773, all located in Namibia ("Huab Projects"). The remaining 20% interest in Huab is held by Coniston.

Jewell holds an 80% interest in Oshivela, the holder of a 100% legal and beneficial interest in 3 Exclusive Prospecting Licences, EPL 3743, 3744 and 3745 all of which are granted and located in Namibia ("Oshivela Projects"). The remaining 20% interest in Oshivela is held by Coniston.

2.2 The Huab and Oshivela Projects

The Huab and Oshivela Projects cover two distinct mineral regions in Namibia.

• The Grootfontein Base Metal Project, located in the world-class Otavi Mountain Land base metal province; and
• The Huab Uranium Project, located in the uraniferous western Damaraland.

2.3 About Namibia

Namibia is located in southwestern Africa and is bounded by the Atlantic Ocean to the west and South Africa to the south. It is one of the most politically stable and well-developed countries in Africa, with excellent infrastructure and government policy designed to promote investment in mining and exploration.

Namibia is currently rated amongst the top ten countries in the world in which to undertake both mining and exploration.

2.4 The Grootfontein Base Metal Project

The Grootfontein Base Metal Project will comprise four exploration licences in the highly prospective Otavi Mountain Land of northern Namibia. The region hosts a number of world-class Copper, Zinc, Lead, Silver and Vanadium mines, including the Tsumeb Copper Mine & Smelter and Abenab Vanadium Mine. The tenement package wraps around the Otavi Mountain Land (OML) region, taking in areas of the southern, eastern and northern outcropping stratigraphy (see Figure 2.).

An initial review of the project area and compiled dataset indicates a large number of copper, vanadium and lead-zinc targets that require investigation. The tenements contain, or lie adjacent to, a large number of historical mine workings ranging from prospectors workings through to mechanised underground mining operations.

2.4.1 Location and access

The Grootfontein Base Metal Project is located around 500 km to the north of Windhoek, the capital of Namibia. It is centred on the town of Grootfontein, which is well serviced with a direct sealed highway to the capital, a rail line direct to the main port of Walvis Bay, Namibia's main air force base, and a strong agricultural sector. The region has well established infrastructure including sealed roads, electric power, telephone and water.

The mining town of Tsumeb is nearby, which is home to the Tsumeb Customs Smelter. The smelter is owned by Dundee Precious Metals Inc. and is one of only four commercial smelters in Africa. It is linked via rail to the port facilities at Walvis Bay.

2.4.2 Copper targets

A number of prospective copper targets have been identified through the tenement holding. Of most importance are the Khusib Springs Extensions and the Deblin Mine.

2.4.2.1 Khusib Springs Extensions (Cu-Ag)

Khusib Springs is located on in the northern project area. The company's tenements surround (but do not include) the Khusib Springs mine. It is a small high-grade copper deposit discovered in 1990. The ore was mined between 2001-2002 and treated at the nearby Kombat copper plant. The mined resource was estimated to be:

500,000 tonnes @ 10% Cu, 1.8% Pb & 584 gpt Ag

The Khusib Springs ore body has a very small surface geochemical expression, but 'balloons' at depth. It is postulated the extensions of the Khusib Springs mine strike into the areas to be acquired by Golden Deeps and will be a priority target for the company.

2.4.2.2 Deblin Mine (Cu)

The historical Deblin Copper Mine is located in the southern part of the OML. It sits at the centre of an extensive geochemical anomaly that extends for several kilometres east-west, following stratigraphy. The Deblin deposit is comprised of two lodes, with historic drill intercepts of the western lode including:

Hole N9 3.5 metres @ 2.60% Cu from 131.75 metres

Hole N12 4.6 metres @ 3.06% Cu from 149.35 metres

Developed in mid-1973, the Deblin mine was closed in 1974 after heavy rain caused flooding. Malachite, bornite, chalcocite and chalcopyrite mineralisation are found throughout the prospect area along the Askevold-Abenab stratigraphic contact. This large mineralised prospect requires systematic testing utilising modern exploration methods.

The Deblin Mine area has not been tested utilising modern exploration methods. Reconnaissance exploration indicates that mineralisation at the prospect may extend significantly along strike. Deblin will be a priority target for Golden Deeps exploration programme.

2.4.2.3 Other Copper Targets

A number of other copper targets have been identified within the tenement package, ranging from geochemical anomalies to old workings, and include:

• Nosib;
• Gemsboklaagte;
• Neuwerk; and
• Askevold.

2.4.3 Vanadium targets

High-grade vanadium (vanadate) mineralisation was mined historically at Abenab and Berg Aukas in the OML. Considering the current high prices for V2O5, workings and/or extensions of these deposits will be targets for GED's exploration programmes.

2.4.3.1 Abenab Vanadium Mine (V-Pb-Zn)

The Abenab mine was the largest known deposit of 'vanadate' mineralisation in the world before its closure in 1958 and produced:

1,850,000 tonnes @ 1.036% V2O5

or

123,490 tonnes of concentrate @ 15.52% V2O5

In addition, a substantial quantity of high-grade lead concentrate was also produced from the interconnected Abenab West lead-zinc-vanadium mine.

The Abenab mining area straddles the boundary of EPL 3543 with much of the vanadium operation lying within EPL 3134, which is not owned by the company. However both the Abenab West and Okarundu prospects are located on EPL 3543 and require further drilling and assessment. In addition, the strike extension to the west of the mine remains untested by modern exploration and will initially be sampled utilising surface geochemistry.

2.4.3.2 Berg Aukas Mine (V-Pb-Zn)

The Berg Aukas mine is located to the northeast of Grootfontein and between 1950 and 1978 produced in excess of:

1.6 Million Tonnes @ 1.22% V2O5, 21.79% Zn & 5.23% Pb

It should be noted that the Berg Aukas mining operations are EXCISED from the Oshivela Mining's Berg Aukas tenement (EPL 3744), which completely surrounds these excisions on all sides, however strike extensions to the mining operation are likely to trend into the tenement area.

China-Africa Resources are currently in the final phases of resource drilling and feasibility studies to reopen the Berg Aukas mine.

2.4.3.3 Other Vanadium Targets

A number of other vanadium targets have been identified within the tenement package, such as those at Olifantsfontein. These targets are typically associated with lead-zinc mineralisation.

2.4.4 Lead-zinc-silver targets

Lead-zinc-silver mineralisation has been identified throughout the project area through historical exploration and mining. In addition to the lead-zinc-rich vanadium deposits at Abenab and Berg Aukas, a number of exploration targets have been identified, mostly within EPL 3543, including:

• South Ridge East,
• Pick Axe,
• Olifantsfontein,
• Dogleg,
• Hambone &
• Jagersquell.

Golden Deeps will review the dataset and prioritise its lead-zinc-silver targets prior to commencing exploration in the coming months.

Set out below are the proposed works over the next 12 months for the Grootfontein Base Metal Project. Proposed works from months 13-24 will be dependent on the results achieved from works undertaken in the first 12 months.

Proposed expenditure	\$205,000 in the next 12 months
Proposed works	Surface sampling and mapping	\$20,000
	Ground gravity and electromagnetic surveys	\$75,000
	Drilling and sampling	\$110,000
	TOTAL	\$205,000

2.5 The Huab Uranium Project

The Huab Uranium project is located in the Ugab region, in the western portion of Damaraland in Namibia, southwestern Africa (Figure 1). The project covers more than 2,000 km² of prospective uraniferous stratigraphy, including Karoo-equivalent sediments, and hosts a number of untested uranium anomalies, as well as two known uranium occurrences at Auris and Doros.

The tenement holder has undertaken a number of work programmes in the Huab region, highlighting targets for further exploration. These studies have included an evaluation of ASTER hyperspectral data by Coffey Mining Ltd and sedimentological evaluations by the University of Namibia (UNAM).

These studies highlight the prospectivity of the region and have identified a number of areas of uranium mineralisation requiring more detailed exploration.

2.5.1 Location & access

The Huab Uranium Project is located approximately 320 km northwest of Windhoek, the capital of Namibia. The Huab tenements cover a number of private farms and state land.

2.5.2 Licences

The Huab Uranium Project is held under two granted Exclusive Prospecting Licences (EPL) and 2 Exclusive Prospecting Licence Applications (EPLA) which cover more than 2,000 km² of prospective uraniferous stratigraphy (see Figure 3). Two of these leases are granted, namely EPL 3541 & EPL 3774, whilst EPL 3772 & EPL 3773 remain under application.

Figure 2 – Map of the Ugab Basin, with the Huab Uranium Project licences shown.

2.5.3 Geology & mineralisation

The Huab Uranium Project covers a significant area of the Ugab basin, within the Damara Orogen. The basement sequence of Damara sediments consists of folded schists and dolomitic carbonate sedimentary rocks. 'Salem' granites and syenites flank the project to the east and also represent part of the basement sequence.

This basement sequence is overlain by much younger, flat lying, Jurassic-aged Karoo sedimentary rocks that are up to 300 metres thick. These sedimentary sequences host significant uranium mineralisation and are well-known targets for exploration in South Africa, Tanzania, Botswana & Kenya. In Namibia, Karoo sedimentary sequences also host the Engo Valley uranium deposit in the north of the country.

2.5.3.1 Target geology & mineralisation

The Huab Project shows extensive radiometric anomalies throughout the project area, a large number of which are associated with the Karoo sediments. The regional 'high resolution' radiometrics show uranium anomalism throughout the project area associated not only with the Karoo Sediments but also with the Damara basement sediments, Salem Granites.

The radiometrics show the uranium mineralisation associated with the various different stratigraphic units. An airborne radiometric survey conducted by the Namibian Ministry of Mines and Energy (NMME) in the 1990's 'spot tested' many of these stratigraphic units, encountering uranium counts of up to 255 ppm U3O8. Historical sampling by Gencor in the Doros area shows a strong correlation between the radiometric data and the rock chip sampling assays.

2.5.4 Uranium exploration in the Ugab Basin

The Ugab region has been explored since early the early 20th century, when prospectors discovered base-metal mineralisation in the region. A number of small copper and lead prospects occur within the project area, however uranium exploration did not commence until the late 20th century.

In the 1970s General Mining & Finance Corporation Ltd (Gencor), of South Africa, held a number of uranium exploration projects in Namibia in the 1970's. Gencor conducted first-pass exploration through many of these areas utilizing road-based and airborne radiometrics. In 1976 Gencor conducted an aerial radiometric survey through the northern Huab project area and detected anomalous radioactivity associated with the Karoo sediments, south of the Ugab River. This survey was followed up by aerial photography, photo geology, ground radiometrics and surface sampling. It was this exploration that lead to the discovery of the Auris and Doros occurrences. A downturn in uranium exploration resulted in these prospects being neglected until the mid-2000s.

In the 1990's a regional radiometric survey undertaken by the Namibian Mines Department indicated that the historically identified uranium prospects at Auris and Doros covered a far larger area than the survey conducted by Gencor had indicated. Little exploration has been undertaken in the area since that time, with the exception of the recently completed 'high-resolution' airborne magnetic/ radiometric survey completed by the NMME in January 2007.

The NMME radiometric survey has been an important exploration tool, highlighting a number of areas for follow up work. The tenement holder has undertaken a number of work programmes over the project area, that include:

• A detailed data compilation & review,
• Sedimentological studies (undertaken by UNAM),
• ASTER hyperspectral study (undertaken by Coffey Mining Ltd).

The Huab Project is prospective for uranium mineralisation, with the potential to host economically significant uranium deposits. GED will review all of the previous exploration prior to proceeding with the project.

Set out below are the proposed works over the next 12 months for the Huab Project. Proposed works from months 13-24 will be dependent on the results achieved from works undertaken in the first 12 months.

Proposed expenditure	\$35,000 in the next 12 months
Proposed works	Data review and digitalisation	\$10,000
	Surface sampling and mapping	\$25,000
	TOTAL	\$35,000

*GED believes it will be able to joint venture the Huab uranium project such that it will not incur ongoing expenditure.

2.6 Proposed expenditure on GED's existing projects

GED proposes to carry out the following works on its existing projects over the next 12 months:

Victoria Gold Projects:

Proposed expenditure	\$256,000 in the next 12 months
Proposed works	Dewatering Rose Thistle and Shamrock Mine, underground sampling and mapping	\$45,000
	Regional surface sampling and mapping	\$40,000
	Aeromagnetic surveys	\$115,000
	Drilling	\$56,000
	TOTAL	\$256,000

Twin Hills Project:

Proposed expenditure	\$50,000 in the next 12 months
Proposed works	Drilling and assaying	\$40,000
	Metallurgical test work	\$5,000
	3D modelling and geology	\$5,000
	TOTAL	\$50,000

2.7 Competent Person Declaration

The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Luke Marshall, who is a member of The Australasian Institute of Geoscientists. Mr Marshall has sufficient experience that is relevant to the style of mineralisation 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 Resource and Ore Reserves". Mr Marshall consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

2.8 Forward-Looking Statements

This document may include forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning Golden Deeps Limited's planned exploration programme and other statements that are not historical facts. When used in this document, the words such as "could," "plan," "estimate," "expect," "intend," "may", "potential," "should," and similar expressions are forward-looking statements. Although Golden Deeps Limited believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements.

2.9 Share Sale Agreement

Pursuant to the Share Sale Agreement, GED proposes to acquire all of the issued share capital of each of Glendale and Jewell (both of which are companies incorporated in Australia. Glendale holds an 80% interest in Huab, the holder of a 100% legal and beneficial interest in the Huab Projects The remaining 20% interest in Huab is held by Coniston. Jewell holds an 80% interest in the Oshivela, the holder of a 100% legal and beneficial interest in the Oshivela Projects. The remaining 20% interest in Oshivela is held by Coniston.

Consideration

The consideration for the acquisition is a cash payment of \$180,000 for reimbursement of development expenditure and the allotment and issue to the Vendor of the following ordinary fully paid shares ("Consideration Shares") in the capital of GED:

• (i) 50 million Shares on settlement of the Share Sale Agreement ("Tranche 1 Shares"); and
• (ii) 25 million Shares announcing to ASX or any other stock exchange an inferred JORC resource from either the Huab Projects or Oshivela Projects ('Tranche 2 Shares").

Conditions

The Share Sale Agreement is subject to a number of conditions, inter alia:

• (i) the shares in Glendale and Jewell being transferred free of all encumbrances; and
• (ii) the obtaining of all necessary shareholder and regulatory approvals for the proposed transaction.

Other Material Terms

The Share Sale Agreement contains a number of acknowledgements and covenants by GED; inter alia:

• (i) That Glendale is a party to the Huab Shareholders Deed under which amongst other matters the management of Huab is regulated and Glendale is obligated to free carry Coniston's 20% shareholding in Huab and Glendale shall ensure that all funding is obtained by way of project finance or loan funds from Glendale to meet all project costs and other obligations of Huab.
• (ii) That Jewell is a party to the Oshivela Shareholders Deed under which amongst other matters the management of Oshivela is regulated and Jewell is obligated to free carry Coniston's 20% shareholding in Oshivela and Jewell shall ensure that all funding is obtained by way of project finance or loan funds from Jewell to meet all project costs and other obligations of Oshivela
• (iii) That the Company indemnifies the Vendor against any Namibian tax liability in relation to the proposed transaction.

2.10 ASX Listing Rule Requirements

ASX Listing Rule 10.1

Shareholder approval is also being sought pursuant to Listing Rule 10.1 for this transaction.

ASX Listing Rule 10.1 requires a company to obtain prior shareholder approval before acquiring a substantial asset (representing more than 5% of the equity interests of the Company) from a substantial holder or an associate of a substantial holder. The acquisition of Coniston's shareholding in Glendale and Jewell involves such an acquisition from a substantial holder. Coniston and its associates currently hold 21.24% of the issued share capital of GED.

ASX Listing Rule 10.10.2 requires that the Company provide an independent expert's report addressing whether the transaction the subject of shareholder approval under ASX Listing Rule 10.1, is fair and reasonable to shareholders whose votes are not to be disregarded. The report prepared by RSM Bird Cameron Corporate Pty Ltd and included as Schedule 1 to the Notice of Meeting is provided to Shareholders for this purpose. An independent geologist's report and valuation of the Huab Projects and Oshivela Projects prepared by Agricola Mining Consultants Pty Ltd is included in the independent expert's report.

The advantages and disadvantages of the proposed transaction are set out in section 2.12 of this Notice.

The Directors intend to vote and cause their associates to vote in favour of Resolution 1 for the reasons set out in section 2.13 of this Notice.

Escrow of Shares

The Tranche 1 Shares will be subject to escrow for 12 months from the date of issue. ASX may require the Vendor to enter into an agreement that restricts dealings in the Tranche 2 Shares issued to it. This agreement will be entered into in accordance with the Listing Rules.

2.11 Corporations Act Requirements

Shareholder approval is also being sought pursuant to section 611 Item 7 of the Corporations Act.

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

• (i) from 20% or below to more than 20%; or
• (ii) from a starting point above 20% and below 90%.

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

An entity has a relevant interest in securities if it:

• (i) is the holder of the securities;
• (ii) has the power to exercise, or control the exercise of, a right to vote attached to securities; or
• (iii) has the power to dispose of, or control the exercise of a power to dispose of, the securities.

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

There are various exceptions to the prohibition in section 606, including under section 611 item 7 of the Corporations Act. Section 611 item 7 provides an exception to the prohibition in section 606, in circumstances where the shareholders of the company approve an acquisition of shares by virtue of an allotment or acquisition at a meeting at which no votes are cast by parties involved in the proposed acquisition, including their associates.

Shareholder approval under item 7 of section 611 of the Corporations Act is required for the issue of the Consideration Shares to Coniston because Coniston will acquire a relevant interest in the Consideration Shares, which along with the interest of KMM will be in excess of 20% of the issued capital of the Company, the details of which are set out below.

The following information is required to be provided to shareholders under ASIC Regulatory Guide 74. Shareholders are also referred to the Independent Expert's Report prepared by RSM Bird Cameron Corporate Pty Ltd, which forms part of this Explanatory Statement.

(i) Identity of the acquirer

The identity of the acquirer is Coniston - Coniston is a private company, controlled by Mr James del Piano, which invests in listed securities and property. It also has mineral exploration interests in Western Australia and elsewhere.

KMM, an associate of Coniston is also controlled by Mr del Piano. KMM provides facilitation and management services to public companies, including the Company, and invests in listed companies.

Mr James del Piano, LLB, is a private investor in property and listed securities with over 30 years experience investing in the mining industry.

(ii) Increase in voting power and relevant interest of the acquirer

Pursuant to the terms of the Share Sale Agreement, the Company has agreed (subject to Shareholder approval) to allot and issue a maximum of 75,000,000 Shares to Coniston. The table below sets out the change in voting power and relevant interest if Resolution 1 is approved and all the Consideration Shares are issued (please refer to section 3.8 of the Independent expert's report for further discussion):

Holder	Current (Shares)	direct	holding	Current relevant interest	Current voting power
Coniston	4,150,000			10.79%	21.24%
KMM	4,017,000			10.45%	21.24%
Mr del Piano	Nil			Nil	21.24%

Holder	Direct holding if Tranche 1 Shares are issued	Relevant interest if Tranche 1 Shares are issued	Voting power if Tranche 1 Shares are issued	Increase in relevant interest if Tranche 1 Shares are issued	Increase in voting power if Tranche 1 Shares are issued
Coniston	54,150,000	61.22%	65.76%	50.43%	44.52%
KMM	4,017,000	4.54%	65.76%	Nil (decrease of 5.91%)	44.52%
Mr del Piano	Nil	Nil	65.76%	Nil	44.52%

Holder	Direct holding if Tranche 1 and Tranche 2 Shares are issued	Relevant Interest if Tranche 1 and Tranche 2 Shares are issued	Voting power if Tranche 1 and Tranche 2 Shares are issued	Increase in relevant interest if Tranche 1 and Tranche 2 Shares are issued	Increase in voting power if Tranche 1 and Tranche 2 Shares are issued
Coniston	79,150,000	69.77%	73.31%	58.98%	52.07%
KMM	4,017,000	3.54%	73.31%	Nil (decrease of 6.91%)	52.07%
Mr del Piano	Nil	Nil	73.31%	Nil	52.07%

(iii) Reasons for entering into Glendale Share Sale Agreement and Jewell Share Sale Agreement and issue of Shares to Coniston

Under the Share Sale Agreement, GED proposes to acquire all of the issued share capital of Glendale and Jewell. Glendale holds an 80% interest in Huab, the holder of a 100% beneficial interest in the Huab Projects. The remaining 20% interest in the Huab Projects is held by Coniston. Jewell holds an 80% interest in Oshivela, the holder of a 100% beneficial interest in the Oshivela Projects. The remaining 20% interest in Oshivela is held by Coniston.

With the two groups of projects being acquired by GED, which include 6 tenements, the highlights for the Company will be those licences located in the Otavi Mountain Land of northern Namibia. This region, which is presently undergoing an exploration renaissance, is a historically prolific producer of copper, lead, zinc, silver, and vanadium and contained several world-class mines.

It is a series of historic mines, which have not been explored for several decades since their closures, that will provide numerous opportunities for the Company. In particular, the defunct Abenab mine has high potential both for vanadium and for lead-zinc mineralisation within and along strike from the mine. At Khusib Springs, extensions outside the mining licence excision provide potential for very high grade copper and silver mineralisation, and at Deblin, stratigraphically controlled copper mineralisation may be substantially more extensive than the previously limited mining and exploration suggests. In addition, many other targets, including gazetted prospects, historic mines, and conceptual targets, as well as a regional focus on gold potential, will provide numerous opportunities for the Company throughout the Otavi Mountain Land.

The Huab area projects provide an early stage entry into highly prospective ground within the vibrant Namibian uranium sector. This is particularly valuable as there is presently a moratorium on the pegging of new uranium licences throughout Namibia.

The Oshivela and the Huab groups of projects are highly prospective and will allow the Company to diversify into base metals and uranium whilst maintaining its Australian gold interests.

The independent expert has concluded that the transaction is fair and reasonable to the non-associated Shareholders

The Directors consider it is in the interests of the Company to acquire the Huab Projects and the Oshivela Projects for the reasons set out above and further discussed in section 2.14 of this Notice.

(iv) Timing of the proposed acquisition of Shares by Coniston

Assuming Resolution 1 is approved, the Company will allot and issue the Tranche 1 Shares immediately after the Meeting. The Tranche 2 Shares will be issued after announcing to ASX or any other stock exchange an inferred JORC resource from either of the Huab Projects or Oshivela Projects.

(v) Material terms of the Share Sale Agreement

The material terms of the Share Sale Agreement are set out in section 2.5 of this Notice.

(vi) Details of other relevant agreements

Pursuant to the Share Sale Agreement, the Company agrees to be bound by the Huab Shareholders Deed and the Oshivela Shareholders Deed.

Under the Huab Shareholders Deed, amongst other matters, the management of Huab is regulated and Glendale is obligated to free carry Coniston's 20% shareholding in Huab and Glendale shall ensure that all funding is obtained by way of project finance or loan funds from Glendale to meet all project costs and other obligations of Huab.

Under the Oshivela Shareholders Deed, amongst other matters, the management of Oshivela is regulated and Jewell is obligated to free carry Coniston's 20% shareholding in Oshivela and Jewell shall ensure that all funding is obtained by way of project finance or loan funds from Jewell to meet all project costs and other obligations of Oshivela.

(vii) Future intentions of Coniston

The Company understands Coniston and its associates have the following intentions for the Company:

• It will remain in the resource exploration industry.
• The current Board of Directors; Messrs DN Zukerman, A Clemen and M Norburn will continue and at this time there is no intention to increase the size of the Board.
• It will maintain its Victorian Gold Projects and the Twin Hills Gold Project in Western Australia.
• The Company will require further funding as it develops its exploration assets. Coniston has no immediate intentions to inject further funding into the Company at this time.
• The Company has no employees but engages consultants when required. If the acquisitions are approved, Coniston and its associates will ensure adequate staff are available to conduct the future exploration activities of the Company.
• It is not the intention of Coniston to transfer any assets between the Company, and Coniston (and its associates).
• It is not the intention of Coniston or its associates to re-deploy any assets or property of the Company.
• (viii) Intention of Coniston to significantly change the financial or dividend distribution policies of the Company

The Company understand Coniston has no intentions to significantly change the financial or dividend distribution policies of the Company.

(ix) Interests that any Director has in the acquisition or any relevant agreement

The Directors of the Company have no interest in the outcome of the proposed issue of Shares to Coniston.

(x) Details of any person intended to become a Director if Resolution 1 is approved

There are no new proposed directors as a result of the proposed transaction.

(xi) Independent Expert's Report

The Directors of the Company commissioned RSM Bird Cameron Corporate Pty Ltd to prepare a report on the question of whether the proposal is fair and reasonable to shareholders not associated with Coniston and its associates. An Independent Geologist's Report and Valuation prepared by Malcolm Castle was also commissioned. Those reports are attached to this Explanatory Statement. Shareholders are urged to read the Independent Expert's Report and Independent Geologist's Report and Valuation.

(xii) Directors' recommendation

The Directors intend to vote and cause their associates to vote in favour of Resolution 1 for the reasons set out in section 2.14 of this Notice.

(xiii) Voting exclusion

No votes can be cast on Resolution 1 by Coniston or its associates.

2.12 Independent Expert's Report

GED commissioned RSM Bird Cameron Corporate Pty Ltd to prepare an Independent Expert's Report (refer Schedule 1) on proposed Resolution 1 for the purpose of satisfying the requirements of the Listing Rules, the Corporations Act and ASIC Policy Statement 74. The Independent Expert's Report is attached to and forms part of this Explanatory Statement. This report sets out a detailed examination of the proposal before shareholders and provides such disclosures and information to enable shareholders to assess the merits of the proposal and decide whether to agree by resolution to the proposed allotment of Shares as consideration for the acquisition of Glendale and Jewell. The Independent Expert's Report, to the extent that it is appropriate, sets out information required in accordance with ASIC Policy Statement 74 with respect to acquisitions under section 611 item 7 of the Corporations Act and Chapter 10 of the Listing Rules.

As the Huab Projects and Oshivela Projects in Namibia are a major component of the value of Glendale and Jewell, Mr Malcolm Castle was commissioned to prepare an Independent Geologist's Report and Valuation (refer Schedule 2) of the value of the Huab Projects and Oshivela Projects to assist RSM Bird Cameron Corporate Pty Ltd in the preparation of their report.

RSM Bird Cameron Corporate Pty Ltd have concluded that in their opinion the proposed transaction is fair and reasonable to the shareholders of GED who are not associated with the Vendor.

RSM Bird Cameron Corporate Pty Ltd consider the advantages and disadvantages of the transaction are as set out below:

Advantages

• The proposed transaction is fair because RSM Bird Cameron Corporate Pty Ltd have determined the value of a GED Share after the proposed transaction to be greater than the value prior, and therefore, in the absence of any other relevant information, they consider the proposed transaction to be fair to the non-associated Shareholders. RSM Bird Cameron Corporate Pty Ltd's assessed values are summarised in the table below (further details of the Share valuation are set out in the Independent Expert's Report (refer Schedule 1)).

		Value per Share
	Low Mid		High
	A\$000's	A\$000's	A\$000's
Value of GED share pre Proposed Transaction	0.15	0.17	0.19
Value of a GED share post Proposed Transaction	0.21	0.25	0.28

• There may be a possible improvement in the liquidity of GED Shares if the proposed transaction creates increased interest in the Company and hence a more efficient market for shareholders to dispose of their shareholding.
• The proposed transaction provides shareholders with additional prospective projects considered by the Company to be highly prospective and will allow the Company to diversify geographically and into base metals while maintaining its Australian gold interests.

Disadvantages

• Dilution of non-associated Shareholders' interests from approximately 78.76% to 34.23% immediately following the proposed transaction.
• GED may require future capital raisings to exploit the Huab Project and Oshivela Projects. Existing shareholders may be further diluted should they elect not to participate in future capital raisings.

2.13 Financial Effect of the Acquisition

The proforma capital structure and balance sheet of the Company on completion of the acquisition are set out on pages 15 and 16 of this Explanatory Statement.

2.14 Conclusion and Directors' Recommendation

All the current Directors are considered independent for the purposes of Resolution 1, as they do not have any personal interest in the outcome of that resolution. They have the same interest as other non-associated shareholders in the Company to the extent that they, or companies associated with them, hold shares in the Company.

The Directors are unanimously of the opinion that the proposed transaction is in the best interests of the Company and its shareholders and accordingly recommend that shareholders vote in favour of Resolution 1.

The Directors recommendation is based on the following reasons:

• With the two groups of projects being acquired by GED, which include 6 tenements, the highlights for the Company will be those licences located in the Otavi Mountain Land of northern Namibia. This region, which is presently undergoing an exploration renaissance, is a historically prolific producer of copper, lead, zinc, silver, and vanadium and contained several world-class mines.
• It is a series of historic mines, which have not been explored for several decades since their closures, that will provide numerous opportunities for the Company. In particular, the defunct Abenab mine has high potential both for vanadium and for lead-zinc mineralisation within and along strike from the mine. At Khusib Springs, extensions outside the mining licence excision provide potential for very high grade copper and silver mineralisation, and at Deblin, stratigraphically controlled copper mineralisation may be substantially more extensive than the previously limited mining and exploration suggests. In addition, many other targets, including gazetted prospects, historic mines, and conceptual targets, as well as a regional focus on gold potential, will provide numerous opportunities for the Company throughout the Otavi Mountain Land.
• The Huab area projects provide an early stage entry into highly prospective ground within the vibrant Namibian uranium sector. This is particularly valuable as there is presently a moratorium on the pegging of new uranium licences throughout Namibia.
• The Oshivela and the Huab groups of projects are highly prospective and will allow the Company to diversify into base metals and uranium whilst maintaining its Australian gold interests.
• The Republic of Namibia is one of the most politically stable, well developed countries in Africa and the Government's policies have been designed to promote foreign investment in the country particularly in mining and mineral exploration.
• The independent expert has concluded that the transaction is fair and reasonable to the nonassociated Shareholders.

2.15 Financial Effect of the Acquisition

Proforma Capital Structure

	SHARES	OPTIONS*
Existing Capital Structure	38,445,322	500,000
Acquisition of Glendale and Jewell	75,000,000	-
Total Proposed Capital Structure if all Consideration	113,445,322	500,000
Shares are issued

Options exercisable at 15 cents each on or before 30 September 2012.

Proforma Statement of Financial Position

Set out on page 16 is a Consolidated Statement Of Financial Position of GED as at 31 December 2011 based on the half yearly report reviewed by the Company's Auditors, Grant Thornton (WA) Partnership and for the purpose of illustration only, a Statement of Financial Position assuming the following adjustments:

• The issue of 50,000,000 Tranche 1Shares at 6.5 cents each for the acquisition of Glendale and Jewell. The value per share was based on the weighted average price for GED shares over the last three months to 23 April 2012.
• The allotment and issue of the remaining 25,000,000 Consideration Shares is dependent on achieving a future resource milestone and, as such, they are not included in the Proforma Statement of Financial Position.
• The cash payment of \$180,000.

GOLDEN DEEPS LIMITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2011

	ACTUAL	ADJUSTMENT	PROFORMA
Current Assets	\$	\$	\$
Cash	833,871	(180,000)	653,871
Trade and other receivables	31,904	-	31,904
Total Current Assets	865,775	(180,000)	685,775
Non-Current Assets
Exploration expenditure	119,284	-	119,284
Investment – Glendale and Jewell Projects	-	3,430,000	3,430,000
Financial Assets	957,333	-	957,333
Plant and Equipment	20,728	-	20,728
Total Non-Current Assets	1,097,345	3,430,000	4,527,345
Total Assets	1,963,120	3,250,000	5,213,120
Current Liabilities
Trade and other payables	119,686	-	119,686
Total Current Liabilities	119,686	-	119,686
Total Liabilities	119,686	-	119,686
Net Assets	\$1,843,434	\$3,250,000	\$5,093,434
Equity
Issued Capital	9,155,316	3,250,000	12,405,316
Share Option reserve	893,516	-	893,516
Accumulated losses	(8,205,398)	-	(8,205,398)
Total Equity	\$1,843,434	\$3,250,000	\$5,093,434

3. Approval for Issue of Shares (Resolution 2)

3.1 Background

Resolution 2 seeks shareholder approval to the issue of a maximum of 25,000,000 Shares at an issue price of not less than 80% of the weighted average of the closing sale price of the Company's Shares on the ASX on the 5 trading days on which sales are recorded immediately before the date of issue (or, if there is a prospectus relating to the issue, over the last 5 days on which sales in the Shares were recorded before the date of the prospectus).

Funds raised by the issue will be used for ongoing mineral exploration on the Company's existing the Twin Hills Project near the town of Menzies in Western Australia and the Eastern Victorian Gold Projects and on the Huab and Oshivela Projects if the acquisition is approved.

As noted above, Listing Rule 7.1 requires shareholder approval for the proposed issue of securities in the Company. Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company's securities then on issue.

3.2 ASX Listing Rule requirements

The following information in relation to the Shares to be issued is provided to shareholders for the purposes of Listing Rule 7.3:

• (i) the maximum number of Shares the Company can issue is 25,000,000;
• (ii) the Company will allot and issue the Shares no later than 3 months after the date of the Meeting, unless otherwise extended by way of ASX granting a waiver to the Listing Rules;
• (iii) The Shares will be allotted progressively
• (iv) the Shares will be issued at a price not less than 80% of the weighted average of the closing sale price of Shares on the ASX on 5 trading days on which sales are recorded immediately preceding the date of issue (or, if there is a prospectus relating to the issue, over the last 5 days on which sales in the Shares were recorded before the date of the prospectus);
• (v) the Shares will be issued and allotted to applicants to be determined by the Directors. No decision has, as yet, been made by the Directors in respect of determining the identity of the allottees, save that the allottees will be unrelated parties of the Company;
• (vi) the Shares will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue; and
• (vii) funds raised by the issue will be used for ongoing mineral exploration on the Company's existing projects, the Twin Hills Project near the town of Menzies in Western Australia and the Eastern Victorian Gold Projects and on the Huab and Oshivela Projects if the acquisition is approved.

3. Definitions

In this Explanatory Statement:

"ASIC"	means Australian Securities and Investments Commission.
"ASX"	means ASX Limited (ACN 008 624 691) and where the context permits the Australian Securities Exchange operated by ASX Limited.
"Company" or "GED"	means Golden Deeps Ltd (ABN 12 054 570 777).
"Coniston"	means Coniston Pty Ltd (ACN 008 943 093) in its capacity as Trustee of the Coniston Trust.
"Consideration Shares"	means the 76,000,000 Shares to be issued to the Vendor in accordance with Resolution 1.
"Corporations Act"	means the Corporations Act 2001 (Cth)
"Director"	means a director of Golden Deeps Ltd.
"Glendale"	means Glendale Asset Pty Ltd (ACN 156 256 254).
"Huab"	means Huab Energy Pty Ltd a company incorporated in Namibia and having registration number 2005/712
"Huab Projects"	means 3 Exclusive Prospecting Licences, EPL 3541, 3543 and 3774 and 2 Exclusive Prospecting Licence Applications EPLA 3772 and 3773, all located in Namibia.
"Huab Shareholders Deed'	means the deed between Coniston, Glendale and Huab which regulates the actions of the shareholders in Huab.
"Independent Expert"	means RSM Bird Cameron Corporate Pty Ltd.
"Jewell"	means Jewell Corporation Pty Ltd (ACN 156 425 491).
"KMM"	means Kalgoorlie Mine Management Pty Ltd (ABN 57 009 235 625).
"Listing Rules"	means the Official Listing Rules of ASX as amended from time to time.
"Meeting"	means the general meeting of GED to be held on 29 June 2012
"Notice of Meeting"	means the notice convening the Meeting, which accompanies this Explanatory Statement.
"Oshivela"	means Oshivela Mining Pty Ltd a company incorporated in Namibia and having registration number 2005/713.
"Oshivela Projects"	means 3 Exclusive Prospecting Licences, EPL 3743, 3744 and 3745, all located in Namibia.
"Oshivela Shareholders Deed'	means the deed between Coniston, Jewell and Oshivela which regulates the actions of the shareholders in Oshivela.
"Resolution"	means a resolution in the Notice of Meeting.
"Share"	means a fully paid ordinary share in the capital of the Company.

"Share Sale Agreement"	means an agreement between GED and the Vendor dated 14 May 2012, as more particularly described in section 2.9.
"Shareholders Deed"	means the deed between Coniston, Glendale and Gazania which regulates the actions of the shareholders in Gazania.
"Shareholder"	means the registered holder of a Share in the Company.
"Vendor"	means Coniston.

References in this Explanatory Statement to Sections are to Sections of this Explanatory Statement.

The Secretary GOLDEN DEEPS LTD 1st Floor 8 Parliament Place West Perth WA 6872

Facsimile: (08) 9481 7835

I/We (full name) ___________________________________________________________________________________

Of (address)______________________________________________________________________________________

being a member(s) of GOLDEN DEEPS LTD, hereby appoint as my/our proxy

Of (address)______________________________________________________________________________________

or, failing him/her the Chairperson of the Meeting to attend and vote for me/us at the general meeting of the Company to be held at 9.00am on 29 June 2012 and at an adjournment thereof in respect of __________% of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.

________________________________________________________________________________________________

Should you so desire to direct the proxy how to vote, then please tick the appropriate box below:

RESOLUTIONS

	FOR	AGAINST	ABSTAIN
1. Acquisition of Glendale Asset Pty Ltd and Jewell Corporat Pty Ltd			
2. Approval for issue of Shares			

If no directions are given the proxy may vote as the proxy thinks fit or may abstain subject to the below.

INSTRUCTIONS AS TO VOTING ON THE RESOLUTIONS

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect to resolutions 1 and 2, please place a mark in the box.

By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of resolutions 1 and 2 and that votes cast by the Chair of the meeting other than as proxy holder will be disregarded because of that interest.

If you do not mark the box, and you have not directed your proxy how to vote, the Chair will not cast your votes on resolutions 1 and 2 and your votes will not be counted in calculating the required majority if a poll is called on the resolutions.

	_________		_______
Usual Signature			Usual Signature
Dated this	day of	2012.
	If the member is a Company:
the presence of:	Signed in accordance with the Constitution of the company in ___		____
	Director/Sole Director/Secretary		Director/Secretary
Dated this	day of	2012.
NOTES 1.	proxy is appointed to exercise.		A member entitled to attend and vote is entitled to appoint a proxy. A member that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each
2.	Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member's votes, each proxy may exercise half of the votes.
3.	A proxy need not be a member of the Company.

• 1. A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the Company (1st Floor, 8 Parliament Place, West Perth, Western Australia, 6872) or sent by facsimile to that office on Fax: 08 94817835 to be received not less than 48 hours prior to the time of the meeting.
• 1. The proxy form must be signed personally by the member or his attorney duly authorised in writing. If the member is a company it must execute under its Common Seal or otherwise in accordance with its Constitution and s.127 of the Corporations Act, or its duly authorised attorney. In the case of joint members, the proxy must be signed by at least one of the joint members, personally or by a duly authorised attorney.
• 1. The Chairman intends to vote all undirected proxies in favour of the resolutions.
• 1. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:
• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and
• (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolutions, the proxy must not vote on a show of hands; and
• (c) if the proxy is Chairperson, the proxy must vote on a poll and must vote that way, and
• (d) if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in anyway that the proxy sees fit.

Golden Deeps Limited

Financial Services Guide and Independent Expert's Report

14 May 2012

RSM Bird Cameron Corporate Pty Ltd 8 St Georges Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 8 9261 9100 F +61 8 9261 9102 www.rsmi.com.au

Financial Services Guide

RSM Bird Cameron Corporate Pty Ltd ABN 82 050 508 024 ("RSM Bird Cameron Corporate Pty Ltd" or "we" or "us" or "ours" as appropriate) has been engaged to issue general financial product advice in the form of a report to be provided to you.

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:

• who we are and how we can be contacted;
• the services we are authorised to provide under our Australian Financial Services Licence, Licence No 255847;
• 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 complaints handling procedures and how you may access them.

Financial services we are licensed to provide

We hold an Australian Financial Services Licence, which authorises us to provide financial product advice in relation to:

• deposit and payment products limited to:
• (a) basic deposit products;
• (b) deposit products other than basic deposit products.
• interests in managed investments schemes (excluding investor directed portfolio services); and
• securities (such as shares and debentures).

We provide financial product advice by virtue of an engagement to issue a report in connection with a financial product of another person. Our report will include a description of the circumstances of our engagement and identify the person who has engaged us. You will not have engaged us directly but will be provided with a copy of the report as a retail client because of your connection to the matters in respect of which we have been engaged to report.

Any report we provide is provided on our own behalf as a financial services licensee authorised to provide the financial product advice contained in the report.

General Financial Product Advice

In our report we provide general financial product advice, not personal financial product advice, because it has been prepared without taking 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. Where the advice relates to the acquisition or possible acquisition of a financial product, you should also obtain a product disclosure statement relating to the product and consider that statement before making any decision about whether to acquire the product.

RSM Bird Cameron Corporate Pty Ltd ABN 82 050 508 024 AFS Licence No 255847 Major Offices in: Perth, Sydney, Melbourne, Adelaide and Canberra

RSM Bird Cameron Corporate Pty Ltd is beneficially owned by the Directors of RSM Bird Cameron. RSM Bird Cameron is an independent member firm of RSM International, an affiliation of independent accounting and consulting firms. RSM International is the name given to a network of independent accounting and consulting firms each of which practices in its own right. RSM International does not exist in any jurisdiction as a separate legal entity.

Benefits that we may receive

We charge fees for providing reports. These fees will be agreed with, and paid by, the person who engages us to provide the report. Fees will be agreed on either a fixed fee or time cost basis.

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

Remuneration or other benefits received by our employees

All our employees receive a salary.

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.

Associations and relationships

RSM Bird Cameron Corporate Pty Ltd is beneficially owned by the partners of RSM Bird Cameron, a large national firm of chartered accountants and business advisers. Our directors are partners of RSM Bird Cameron Partners.

From time to time, RSM Bird Cameron Corporate Pty Ltd, RSM Bird Cameron Partners, RSM Bird Cameron and / or RSM Bird Cameron related entities may provide professional services, including audit, tax and financial advisory services, to financial product issuers in the ordinary course of its business.

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, RSM Bird Cameron Corporate Pty Ltd, P O Box R1253, Perth, WA, 6844.

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 company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry.

Further details about FOS are available at the FOS website 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: info@fos.org.au

Contact Details

You may contact us using the details set out at the top of our letterhead on page 1 of this report.

1.	Introduction 1
2.	Summary and Conclusion 3
3.	Summary of Proposed Transaction 5
4.	Purpose of this Report 8
5.	Profile of GED 10
6.	Profile of Glendale Asset Pty Ltd 15
7.	Profile of Jewell Corporation Pty Ltd 17
8.	Overview of Industry & Region 19
9.	Valuation Approach 26
10.	Valuation of GED (pre Proposed Transaction) 30
11.	Valuation of Glendale 34
12.	Valuation of Jewell 36
13.	Valuation (Post Proposed Transaction) 38
14.	Is The Proposed Transaction Fair? 39
15.	Is The Proposed Transaction Reasonable? 40

Direct Line: (08) 9261 9447 Email: andy.gilmour@rsmi.com.au

AJG/AB/JUMO 14 May 2012

The Directors Golden Deeps Limited 1st Floor, 8 Parliament Place, WEST PERTH WA 6005

Dear Sirs

Independent Expert's Report

1. Introduction

1.1. This report has been prepared to accompany the Notice of General Meeting for Golden Deeps Limited ("GED" or "the Company") and Explanatory Statement for Shareholders for the General Meeting of GED to be held on 28 June 2012 at which Shareholder approval will be sought for Resolution 1, which gives rise to the Proposed Transaction:-

Resolution 1 – Acquisition of Glendale Asset Pty Ltd and Jewell Corporation Pty Ltd

"To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That pursuant to ASX Listing Rule 10.1, and Section 611 Item 7 of the Corporations Act and for all other purposes, the Company:

• (a) agrees to the acquisition by the Company from the Vendor (as more particularly described in the Explanatory Statement accompanying this Notice of Meeting) of all the issued share capital of Glendale Asset Pty Ltd ("Glendale") and Jewell Corporation Pty Ltd ("Jewell") in consideration for the issue to the Vendor of a maximum of 75,000,000 ordinary fully paid shares in the Company together with a cash payment of \$180,000;
• (b) approves and authorises the Directors to allot and issue to the Vendor a maximum of 75,000,000 ordinary fully paid shares in the capital of GED as consideration for the acquisition of shares in Glendale referred to in paragraph (a) of this Resolution; and

(c) agrees to the acquisition by the Vendor, by way of allotment referred to in paragraph (b) of this Resolution, of a maximum of 75,000,000 ordinary shares in the capital of GED, in each case on the terms and subject to the conditions more particularly described in the Explanatory Statement accompanying this Notice of Meeting"

1.2. The Directors of GED have requested that RSM Bird Cameron Corporate Pty Ltd, being independent and qualified for the purpose, express an opinion as to whether the Proposed Transaction is fair and reasonable to Shareholders not associated with the Proposed Transaction ("the Non-Associated Shareholders").

2. Summary and Conclusion

2.1. In our opinion, and for the reasons set out in Sections 14 and 15 of this report, the Proposed Transaction is Fair and Reasonable for the Non-Associated Shareholders of GED.

Fairness

2.2. In order to assess the fairness of the Proposed Transaction, we have valued a share in GED prior to and immediately after the Proposed Transaction to determine whether a Non-Associated Shareholder would be better or worse off should the Proposed Transaction be approved. Our assessed values are summarised in the table below.

	Value per Share
	Ref.	Low	Mid	High
		A\$000's	A\$000's	A\$000's
Value of GED share pre Proposed Transaction		0.15	0.17	0.19
Value of a GED share post Proposed Transaction		0.21	0.25	0.28

Table 1: Valuation Summary

2.3. We have determined the value of a GED share after the Proposed Transaction to be greater than the value prior, and therefore, in the absence of any other relevant information, we consider the Proposed Transaction to be fair to the Non-Associated Shareholders.

Reasonableness

• 2.4. As the Proposed Transaction is fair, it is considered to be reasonable in accordance with the guidance provided by the Australian Securities and Investment Commission ("ASIC"). However, we have also considered the following factors in our assessment:
• The future prospects of the Company if the Proposed Transaction does not proceed; and
• Any other commercial advantages and disadvantages to the Non-Associated Shareholders as a consequence of the Proposed Transaction proceeding.
• 2.5. The key advantages of the Proposed Transaction are:
• The Proposed Transaction is fair;
• There may be a possible improvement in the liquidity of GED shares if the Proposed Transaction creates increased interest in the Company and hence a more efficient market for shareholders to dispose of their shareholding; and

• The Proposed Transaction provides shareholders with additional prospective projects considered by the Company to be highly prospective and will allow the Company to diversify geographically and into base metals while maintaining its Australian gold interests.

• 2.6. The key disadvantages of the Proposed Transaction are:

• Dilution of Non-Associated Shareholders' interests from approximately 78.76% to 34.23% immediately following the Proposed Transaction.
• GED may require future capital raisings to exploit the Huab Project and Oshivela Projects. Existing shareholders may be further diluted should they elect not to participate in future capital raisings.
• 2.7. We are not aware of any alternative proposals which may provide a greater benefit to the Non-Associated Shareholders of GED at this time.
• 2.8. In our opinion, the position of the Non-Associated Shareholders of GED if the Proposed Transaction is approved is more advantageous than the position if it is not approved. Therefore, in the absence of any other relevant information and/or a superior offer, we consider that the Proposed Transaction is reasonable for the Non-Associated Shareholders of GED.

3. Summary of Proposed Transaction

• 3.1. On 11 May 2012, GED announced that it had entered into a Share Sale agreement with Coniston Pty Ltd ("Coniston"), a substantial shareholder of the Company, in accordance with which GED would acquire 100% of the ordinary shares of Glendale and Jewell.
• 3.2. Glendale's only asset is its 80% holding in Huab Energy Pty Ltd ("Huab"). The remaining 20% of Huab is held by Coniston. Huab is a company incorporated in Namibia, whose major asset is its 100% ownership of three Exclusive Prospecting Licences, EPL 3541, 3543 and 3774 and 2 Exclusive Prospecting Licence Applications EPLA 3772 and 3773. In total they cover an area of 2090 square kilometres. These prospecting licences are known as the Huab Vanadium-Copper Project ("Huab Projects").
• 3.3. Pursuant to the Huab Shareholder's Deed between Glendale, Coniston and Huab, Coniston's 20% shareholding in Huab is to be free carried by Glendale such that Coniston is not required to provide any funding for any purpose whatsoever to Huab. In addition, GED is to indemnify Coniston against any Namibian tax liability in relation to the Proposed Transaction. We note that the Company has received written professional advice that there is no Namibian tax liability arising out of the Proposed Transaction.
• 3.4. The only asset of Jewell is its 80% holding in Oshivela Mining Pty Ltd ("Oshivela"). The remaining 20% of Oshivela is held by Coniston. Oshivela is a company incorporated in Namibia. Its only assets being 100% ownership of 3 Exclusive Prospecting Licences, EPL 3743, 3744 and 3745. In total they cover an area of 901 square kilometres. These prospecting licences are known as the Oshivela Projects.
• 3.5. Pursuant to the Oshivela Shareholder's Deed between Jewell, Coniston and Oshivela, Coniston's 20% shareholding in Oshivela is to be free carried by Jewell such that Coniston is not required to provide any funding to Oshivela. In addition, GED is to indemnify Coniston against any Namibian tax liability in relation to the Proposed Transaction. We note that the Company has received written professional advice that there is no Namibian tax liability arising out of the Proposed Transaction.
• 3.6. The consideration for the acquisition of the Huab and Oshivela Projects is proposed as follows:
• 50 million GED shares on settlement (Tranche 1 Shares);
• 25 million GED shares on achieving an inferred JORC resource from the Project (Tranche 2 Shares); and
• A cash payment of \$180,000.
• 3.7. The Share Sale Agreement is subject to a number of conditions including:
• The shares in Glendale and Jewell are to be transferred free of all encumbrances; and
• The obtaining of all necessary shareholder and regulatory approvals for the Proposed Transaction.

Effect of the Proposed Transaction

3.8. The effect of the Proposed Transaction on GED's issued share capital is illustrated in the table below:

	Number of Shares	%	Number of Options	%	Total Number of Securities	%
Pre Proposed Transaction
Shares held by Associated shareholders
Coniston	4,150,000	10.8	-	-	4,150,000	10.7
Kalgoorlie Mine Management Pty Ltd	4,017,000	10.4	-	-	4,017,000	10.3
Total shares held by Associated Shareholders	8,167,000	21.2	-	-	8,167,000	21.0
Shares held by Non-Associated Shareholders	30,278,322	78.8	500,000	100.0	30,778,322	79.0
Total shares pre Proposed Transaction	38,445,322	100.0	500,000	100.0	38,945,322	100.0
Post Proposed Transaction – Tranche 1
Shares held by Associated shareholders	8,167,000	9.2	-	-	8,167,000	9.2
Tranche 1 shares	50,000,000	56.5	-	-	50,000,000	56.2
Total shares held by Associated Shareholders	58,167,000	65.8	-	-	58,167,000	65.4
Shares held by Non Associated Shareholders	30,278,322	34.2	500,000	100.0	30,778,322	34.6
Total shares post Proposed Transaction – Tranche 1	88,445,322	100.0	500,000	100.0	88,945,322	100.0
Post Proposal Transaction – Tranche 1 and 2
Shares held by Associated Shareholders	58,167,000	51.3	-	-	58,167,000	51.0
Tranche 2 shares	25,000,000	22.0	-	-	25,000,000	21.9
Total shares held by Associated Shareholders	83,167,000	73.3	-	-	83,167,000	73.0
Shares held by Non Associated Shareholders	30,278,322	26.7	500,000	100.0	30,778,322	27.0
Total shares post Proposed Transaction Tranche 1 & 2	113,445,322	100	500,000	100.0	113,945,322	100.0

Table 2: GED: Capital Structure Pre and Post the Proposed Transaction (undiluted and fully diluted)

• 3.9. Coniston and Kalgoorlie Mine Management Pty Ltd are associated due to James John Del Piano controlling both companies.
• 3.10. On an undiluted basis, the interest of existing non associated shareholders of GED will be diluted from:
• 78.8% to 34.2% if Tranche 1 is issued
• 78.8% to 26.7% if Tranche 1 and 2 are issued
• 3.11. On a fully diluted basis, the interest of existing non associated shareholders of GED will be diluted from
• 79% to 34.6% if Tranche 1 is issued
• 79% to 27% if Tranche 1 and 2 are issued

Purpose of Proposed Transaction

3.12. The Directors of the Company believe the Proposed Transaction provides the Company with an 80% interest in significant Namibian base metal projects.

3.13. The directors consider that the Oshivela and Huab Projects are highly prospective and will allow the Company to diversify into base metals whilst maintaining its Australian gold interests.

4. Purpose of this Report

Corporations Act

• 4.1. Section 606 of the Corporations Act ("the Act") sets out the general prohibition for acquisition of relevant interests in a public company that results in a voting power of 20% or more including increasing a shareholding where that person directly has voting power in excess of 20% except in certain limited circumstances.
• 4.2. Completion of the Proposed Transaction will result in the Associated Shareholders, Coniston and Kalgoorlie Mine Management Pty Ltd increasing their interest in the Company from 21.2% to 65.8% after the issue of Tranche 1 shares on an undiluted basis.
• 4.3. However, under item 7 of Section 611 of the Act, the prohibition contained in Section 606 does not apply if the acquisition has been approved by the non-associated shareholders of the company.
• 4.4. In addition, ASX Listing Rule 10.1 prohibits a company from acquiring a substantial asset from, or disposing of a substantial asset to, (amongst other persons) a related party or any of its associates without the approval of shareholders.
• 4.5. ASX Listing Rule 10.1 provides that a company must not, without shareholder approval, acquire or dispose of a substantial asset (representing more than 5% of the equity interests of the company in the latest accounts given to the ASX) to a substantial shareholder (which is a person who together with his associates, holds at least 10% of the voting power of the company) or a related party (which includes a director of the company) without shareholder approval.
• 4.6. The equity interests of the Company as set out in its accounts as at 31 December 2011 (being the Company's latest accounts lodged with the ASX) were approximately \$1.757 million, 5% of which is approximately \$87,850. The combined value of Glendale and Jewell, companies owned 100% by Coniston, is approximately \$16.66 million. Accordingly the combined value of Glendale and Jewell exceeds 5% of the equity interests of the Company as at 31 December 2011.
• 4.7. Accordingly, the Company is seeking approval from the Non-Associated Shareholders for Resolution 1 under item 7 of section 611 of the Act and in accordance with Listing Rule 10.1.
• 4.8. Section 611 of the Act states that shareholders must be given all information that is material to the decision on how to vote at the meeting. Furthermore, where ASX Listing Rule 10.1 approval is sought, shareholders must be presented with a report on the transaction from an independent expert which states whether the transaction is fair and reasonable to the Non-Associated Shareholders. Regulatory Guide 111 Content of Expert Reports ("RG 111") issued by ASIC advises the commissioning of an Independent Expert's Report in such circumstances and provides guidance on the content.

Basis of Evaluation

4.9. RG 111 provides ASIC's views on how an expert can help security holders make informed decisions about transactions. Specifically it gives guidance to experts on how to evaluate whether or not a proposed transaction is "fair and reasonable".

• 4.10. RG 111 states that the expert report should focus on:
• the issues facing the security holders for whom the report is being prepared; and
• the substance of the transaction rather than the legal mechanism used to achieve it.
• 4.11. Where an issue of shares by a company otherwise prohibited under Section 606 is approved under item 7 of Section 611 and the effect on the company's shareholding is comparable to a takeover bid, RG 111 states that the transaction should be analysed as if it was a takeover bid.
• 4.12. In assessing whether the Proposed Transaction is fair and reasonable to the Non-Associated Shareholders we have considered the advantages and disadvantages of the Proposed Transaction in the event that it proceeds or does not proceed including:
• A comparison of the fair value of an ordinary share in GED prior to and immediately following the Proposed Transaction (fairness);
• The future prospects of GED if the Proposed Transaction does not proceed; and
• Any other commercial advantages and disadvantages to the Non-Associated Shareholders as a consequence of the Proposed Transaction proceeding.

5. Profile of GED

• 5.1. GED is a company incorporated in Australia which is listed on the ASX. The principal activity of GED is the exploration for mineral deposits.
• 5.2. At 31 December 2011, GED's main exploration projects included the Twin Hills Project near the town of Menzies in Western Australia and the Eastern Victorian Gold Projects.

Twin Hills Project.

5.3. This Project is located 27 km to the north of the town of Menzies in the Eastern Goldfields. The historic Twin Hills mine is located in a shear zone with a narrow greenstone belt located between two granitoids. Recorded production from the belt is 1,100t of ore at an average grade of 23.6g/t Au. A measured resource of 17,541t at 20.86g/t Au has been defined to a depth of 100m beneath the surface.

Eastern Victorian Gold Projects

5.4. The Company currently holds three granted exploration licences and has an application pending for one further exploration licence in Eastern Victoria. The granted exploration licences are Burwang (EL5235), Twist Creek (EL5239), and Mudlark (EL5272). The Grant-Dargo (EL5240) licence is still proceeding through the application process. These licences and the application are for low impact gold exploration over a number of historic gold mining areas that have received limited exploration using modern techniques. Total capitalised exploration expenditure on the Eastern Victorian Gold Projects is approximately \$115,000 at 31 March 2012.

Directors

• 5.5. At the date of this report the directors of GED are as follows:
• Alex Clemen;
• Michael Norburn; and
• David Zukerman

Financial Information

5.6. The financial information set out below is based upon the audited financial statements for the years ended 30 June 2010 and 30 June 2011 and the unaudited financial information for the 6 months ended 31 March 2012.

Financial Performance

5.7. The summarised financial performance of GED for the years ended 30 June 2011 and 30 June 2010 and the nine month period ended 31 March 2012 is set out below:

	Paragraph Ref.	Half-year ended 31-Mar-12 Unaudited \$	Year ended 30-Jun-11 Audited \$	Year ended 30-Jun-10 Audited \$
Revenue
Interest earned		30,676	72,008	79,535
Gain on sale of tenement		-	1,492,821	-
Change in fair value of investments		-	161,333	-
Cost recovery	5.9	220,319	155,169	-
		250,995	1,881,331	79,535
Expenses
Employee benefits expense	5.10	269,821	228,044	-
Management fees		157,139	231,940	226,462
Change in fair value of investments		90,667	-	-
Loss on sale of plant		1,166	-	-
Exploration expenses		4,883	16,838	32,903
Directors fees and services		28,882	42,860	44,486
Option issue expensed		-	21,206	-
Administration costs		82,793	163,443	162,547
Depreciation		3,173	5,768	1,032
Other expenses		30,058	75,405	65,998
		668,582	785,504	533,428
Profit/(Loss) before income tax		(417,587)	1,095,827	(453,893)
Income tax benefit		-	-	-
Profit/(Loss) after income tax		(417,587)	1,095,827	(453,893)
Other comprehensive income		-	-	-
Total comprehensive income	5.8	(417,587)	1,095,827	(453,893)

Table 3: Financial Performance of GED for the two years ended 30 June 2011 and the 9 month period ended 31 March 2012

• 5.8. As GED is still in the exploration phase and is not earning any revenue, the entity is generating comprehensive losses whilst conducting exploration activities.
• 5.9. Cost recoveries relate to work that has been performed for other associated entities in Namibia by GED geologists.
• 5.10. When annualised, the employee benefits expense for the 9 month period ended 31 March 2012 is approximately \$358,000. This expense has increased compared with the expense incurred during FY11 because another geologist has been employed during the 9 month period.

Financial Position

5.11. The financial position of GED as at 31 March 2012, 30 June 2011 and 30 June 2010 is summarised in the table below:

	Paragraph Ref.	As at 31-Mar-12 Unaudited \$	As at 30-Jun-11 Audited \$	As at 30-Jun-10 Audited \$
Current Assets
Cash and cash equivalents		688,914	1,019,287	1,391,927
Trade and other receivables		20,750	77,289	31,873
Other financial assets		6,000	-	-
Total Current Assets		715,665	1,096,576	1,423,800
Non-Current Assets
Plant and equipment		22,180	23,901	27,521
Exploration and evaluation expenditure	5.13	114,805	80,087	-
Financial assets	5.14	957,333	1,181,000	133,000
Total Non-Current Assets		1,094,318	1,284,988	160,521
Total Assets		1,809,983	2,381,564	1,584,321
Current Liabilities
Trade and other payables		6,743	183,483	94,523
Provisions		27,387	-	-
Provision for rehabilitation		18,000	18,000	428,000
Total Current Liabilities		52,131	201,483	522,523
Total Liabilities		52,131	201,483	522,523
Net Assets		1,757,852	2,180,081	1,061,798
Equity
Issue capital		9,155,316	9,155,316	9,155,316
Reserves		893,516	893,516	871,060
Accumulated losses		(8,290,979)	(7,868,751)	(8,964,578)
Total equity		1,757,852	2,180,081	1,061,798

Table 4: Financial Position as at 31 March 2012, 30 June 2011 and 30 June 2010

• 5.12. As at 31 March 2011, GED had net assets of \$1.76 million with a working capital surplus of approximately \$0.66 million. The Company's principal assets were cash of approximately \$0.69 million and financial assets being an investment in a listed gold exploration company of approximately \$0.96 million.
• 5.13. Exploration and evaluation expenditure relates to capitalised exploration expenditure on the Eastern Victorian Gold Projects.
• 5.14. Financial Assets relate to 4 million shares held in Phoenix Gold Ltd. We note that the value of Phoenix Gold shares has fallen to approximately \$0.17 per share at 11 May 2012. This would cause the value of financial assets held to decrease to \$680,000.

Share Price and Performance

5.15. The daily closing share price and traded volumes of GED shares on the Australian Securities Exchange is illustrated below for the 12 month period to 11 May 2012, being the date prior to the company announcing the Proposed Transaction.

GOLDEN DEEPS LTD.

Table 5: GED Share Price Volume Graph

• 5.16. Over the 12 month period to 11 May 2012, shares in GED have traded in the range of a high of \$0.12 achieved on 31 May 2011 to a low of \$0.06 achieved on 1 May 2012. Volumes traded have been low with a total of 3,795,160 shares traded over the 12 month period representing 9.87% of the total shares on issue.
• 5.17. Significant announcements during the year included:
• 29 July 2011 On this day, GED announced to the market its quarterly activities report for the period ended 30 June 2011. The Company gave an overview of its Victorian and Western Australian exploration projects and announced that it was assessing a number of opportunities, both in Australia and Southern Africa, for possible joint venture or acquisition.
• 30 November 2011 The Company announced the results of its annual general meeting to the market. One of the resolutions passed was a share and option issue proposal where shareholders gave their approval for the Company to issue up to 15,000,000 fully paid ordinary shares.

Capital Structure

5.18. As at the date of this report, GED had approximately 38.4 million shares of which 64.8% were held by the top ten shareholders, as illustrated in the following table:

Shareholder	Number of Ordinary Shares	% of Total Shares
Metals Australia Ltd	5,000,000	13.01%
Coniston Pty Ltd	4,150,000	10.79%
Kalgoorlie Mine Management Pty Ltd	4,000,000	10.40%
JP Morgan Nominees Australia	3,514,307	9.14%
Heritage Pacific Pty Ltd	3,310,000	8.61%
Nelbent Finance Limited	1,200,000	3.12%
Herlequin Investments Limited	1,200,000	3.12%
Mr Paul Gabriel Sharbanee	1,000,000	2.60%
Mr Arthur Carbo	800,000	2.08%
Mr Brian Garfield Benger	730,000	1.90%
Top 10	24,904,307	64.78%
Other	13,541,015	35.22%
TOTAL	38,445,322	100.00%

Table 6: GED Significant Shareholders as at 11 May 2012

5.19. In addition to the ordinary shares on issue as at the date of this report, GED had issued a total of 500,000 unlisted options over unissued ordinary shares on issue. The options have an exercise price of \$0.15 each and may be exercised at any time up to and expire on 30 September 2012.

6. Profile of Glendale Asset Pty Ltd

History

• 6.1. Glendale was incorporated in Australia on March 14 2012.
• 6.2. The only asset of Glendale is its 80% holding in Huab Energy (Pty) Ltd ("Huab").

Huab

• 6.3. Huab is a company incorporated in Namibia. Its main business and operations are described as carrying on the business of investing in property, shares, securities or equities of any kind.
• 6.4. Huab's major assets are its 100% ownership of three Exclusive Prospecting Licences, EPL 3541, EPL 3543 and 3774 and two Exclusive Prospecting Licence Applications EPLA 3772 and EPLA 3773. In total they cover an area of 2090 square km. The Exclusive Prospecting Licences are referred to as the Huab Projects.
• 6.5. The directors of Huab are listed as being:
• JU Ashipala;
• A Clemen; and
• TS Putt
• 6.6. Huab's unaudited statement of financial position as at 31 March 2012 and 30 June 2011 is summarised below. The financial information has been converted from Namibian dollars to Australian dollars at the exchange rate as at 31 March 2012 which was \$8.01238 (source: OANDA Currency Converter):

	As at	As at
	31-Mar-12	30-Jun-11
	Unaudited	Unaudited
Current Assets	\$AUD	\$AUD
Cash and cash equivalents	518	5,099
Total Current Assets	518	5,099
Non-Current Assets
Exploration and evaluations expenditure	116,083	114,984
PPE	70	70
Total Non-Current Assets	116,152	115,054
Total Assets	116,670	120,153
Current Liabilities
Trade payables	12,855	12,855
Loans	2,996	6,116
Total Liabilities	15,851	18,972
Net Assets	100,819	101,181
Equity
Share capital	12	12
Shareholder Loan	138,788	135,206
Accumulated losses	(37,981)	(34,037)
Total equity	100,819	101,181

Table 7: Huab Statement of Financial Position

7. Profile of Jewell Corporation Pty Ltd

History

• 7.1. Jewell was incorporated in Australia on 22 March 2012.
• 7.2. The only asset of Jewell is its 80% holding in Oshivela Mining (Pty) Ltd ("Oshivela").

Oshivela

• 7.3. Oshivela is a company incorporated in Namibia. Its main business and operations are described as carrying on the business of investing in property, shares, securities or equities of any kind.
• 7.4. Oshivela's major assets are its 100% ownership of the Oshivela Projects which are comprised of three Exclusive Prospecting Licences, EPL 3743, EPL 3744 and EPL 3745. In total they cover an area of 901 square km.
• 7.5. The directors of Oshivela are listed as being:
• JU Ashipala;
• A Clemen; and
• TS Putt
• 7.6. Refer below for Oshivela's unaudited statement of financial position as at 31 March 2012 and 30 June 2011 is summarised below. The financial information has been converted from Namibian dollars to Australian dollars at the exchange rate as at 31 March 2012 which was \$8.01238 (source: OANDA Currency Converter):

	As at 31-Mar-12 Unaudited \$AUD	As at 30-Jun-11 Unaudited \$AUD
Current Assets
Cash and cash equivalents	818	750
Total Current Assets	818	750
Non-Current Assets
Exploration and evaluations expenditure	136,315	91,992
Total Non-Current Assets	136,315	91,992
Total Assets	137,133	92,742
Current Liabilities
Impairment of E&E	40,057	40,057
Loans	29,048	25,928
Total Liabilities	69,105	65,985
Net Assets	68,028	26,757
Equity
Issue capital	12	12
Shareholder Loan	133,778	88,319
Accumulated losses	(65,762)	(61,575)
Total equity	68,028	26,757

Table 8: Oshivela Statement of Financial Position

8. Overview of Industry & Region

Sub-Saharan Africa

• 8.1. Sub-Saharan Africa is forecast to be the second fastest growing economic region in the world after emerging Asia and is forecast to grow at 4.5% per annum over the next 10 years.
• 8.2. Economic growth in the region averaged 5.7% in 2003 to 2010 according to the IMF and is estimated to have been 5% to 5.5% in 2010 and 2011.
• 8.3. This strong growth has been due to a turnaround in political instability, economic policies and increased investment due to improving business conditions and strengthening commodity prices.
• 8.4. The IMF forecasts a slowdown in the world economy for 2012 with a corresponding fall in commodity prices, however the overall impact of this on the sub-Saharan Africa region is expected to be reduced as production costs remain relatively low enabling exploration and production to remain economically viable.
• 8.5. Better world economic conditions are expected for 2013 and 2014 with demand for base metals expected to grow, lifting prices and support for African economies with prevailing mining industries.

Namibian Mining Industry

• 8.6. Namibia has a growing mining industry and continuing interest in mineral resources in the area with mining products contributing up to 50% of Namibia's annual export earnings.
• 8.7. Namibia's primary mineral products include diamonds, uranium, gold, zinc, copper and lead.
• 8.8. Although the mining industry plays a vital role in Namibia's economy, the mining sector has experienced a decline in growth over the past few years. This has mainly been as a result of several mining ventures closing down due to diminishing ore reserves and volatility in commodity prices.
• 8.9. Analysts consider Namibia to provide excellent base metals potential as set out in the figure below; however at this stage there are only a few producing mines in the country.

Figure 1: Namibia base metal mineral deposits (Source: Namibian Ministry of Mines and Energy)

• 8.11. The only copper producer in Namibia is Ongopolo Mining and Processing Ltd and the only two producing zinc mines are the Rosh Pinah Mine owned by Kumba Resources Pty Ltd (95%) and PE Minerals (5%) and the Skorpion Mine owned wholly by AMBASE (Namibia) (Pty) Ltd.
• 8.12. Southern Namibia is highly prospective for zinc deposits and major exploration companies such as BHP Billiton, Teck Cominco Ltd and AMBASE are actively exploring in Southern Namibia for economic zinc deposits.

Copper industry analysis

Overview

• 8.13. Copper is used primarily for electrical and electronic equipment which represents about 42% of its use with construction being the second greatest use at 28%. Other uses include for transportation, consumer goods and industrial machinery.

• 8.14. Copper prices have experienced significant growth in the past 10 years as demand was maintained at high levels before seeing a significant correction in 2008 during the beginning of the global financial crisis (GFC).

• 8.15. Prices, however, quickly recovered in 2010 and hit an all-time high above US\$10,000 per tonne in early 2011. Sovereign debt risk pushed prices lower again later in 2011, however copper prices have recently stabilised somewhat above US\$8,000 per tonne.

• 8.16. Through this period demand has consistently been high and generally exceeding supply of refined copper.

Supply and demand

• 8.17. Copper has been in a trade deficit (demand exceeds supply) for the past three years which has seen strong prices maintained over this period.
• 8.18. According to preliminary data from the International Copper Study Group (ICSG), for 2012, world demand for refined copper is expected to exceed production by about 240,000 tonnes, as supply will continue to lag behind the growth in demand.
• 8.19. In 2013, however, increased output from new and existing mines could reverse the three-year trend, and, based on initial projections, refined copper production could exceed demand by about 350,000 tonnes.
• 8.20. Asia, and in particular China, are the world's largest consumers and exporters of copper in the current market and this is expected to be maintained in the medium term. The chart below sets out the world copper production and usage by major region in the world.

Figure 2: World copper production and usage (Source: London Metals Exchange and International Copper Study Group)

8.21. The global supply of copper will fall short of demand until the second half of 2013 as environmental and financing difficulties delay new production plants. Project delays and unexpected production halts have maintained a five-year copper supply deficit of between 300,000 and 400,000 tonnes a year, or about 3% of the world's production, helping prices hit an all-time high early in 2011. China's copper demand will grow by at least 6% in 2012 given the power sector's unflagging appetite for the metal.

Prices and future outlook

• 8.22. The global demand for refined copper was in a 358,000 tonne deficit in 2011 according to ICSG. World refined usage grew by 3% to 20 million tonnes, while world refined production grew by the same percentage to 19.63 million tonnes. For December 2011, the market showed a production surplus of 42,000 tonnes.
• 8.23. The chart below shows the historic spot price of copper for the past 12 months per the London Metals Exchange (LME).

Figure 3: One year spot copper price in US\$ (Source: London Metals Exchange)

• 8.24. The prices, while falling from all-time highs in early 2011, are still maintained at a strong level by historical standards and are expected to be supported in the near term. Economic uncertainty triggered the sharp fall, however strong demand pushed the prices back above US\$8,000 per tonne.
• 8.25. ICSG expects the world copper usage in 2012 to grow by only 2.5% from that in 2011 to 20.4 million tonnes. Demand growth in China is anticipated to slow to 3.6% with a contraction in demand expected in Europe. No growth is foreseen for usage in Japan and the U.S. usage is expected to grow by 3.9%.
• 8.26. Looking further to 2013, improved macro-economic conditions are expected to generate copper demand growth of 3.9% strongly spurred by Chinese usage which is foreseen to increase by 4.9%, greater than the rest of the world at 3.3%.

Vanadium industry analysis

Overview

8.27. Vanadium (V) is used in metal alloys with iron to produce high strength steel which has a range of uses. These include structural applications such as gas and oil pipelines, tool steel, the manufacture of axles and crankshafts for the motor vehicle industry and in jet engines for the aircraft industry as well as for reinforcing bars in building and construction.

• 8.28. Non-steel uses include welding and in alloys used in nuclear engineering and superconductors. Vanadium chemicals and catalysts are used in the manufacture of sulphuric acid, the desulphurisation of sour gas and oil and in the development of fuel cells and low charge time, light weight batteries.
• 8.29. Vanadium is sold as vanadium pentoxide (V2O5), or less commonly as vanadium trioxide (V2O3) and as an alloy of iron and vanadium, most commonly as FeV80 which has 80% contained vanadium, or as FeV50.
• 8.30. Primary production of vanadium from mining and processing of magnetite ores accounts for only 29% of annual world production of vanadium. The majority of world production of vanadium (56%) is recovered from slag produced as a by-product of steel making, while the remaining world production (15%) is recovered from wastes including fly ash and oil residues.
• 8.31. Based on the US Geological Survey Mineral Commodity Summary for 2010 the world's largest economic resources of vanadium are in China which has around 5100kt followed by the Russian Federation with 5000kt and South Africa with around 3500kt.
• 8.32. South Africa, China and Russia produce approximately 90% of the world's vanadium, with Evraz and Xstrata producing the lion's share.

Vanadium Prices

8.33. Vanadium prices have fluctuated during the past decade, with sharp rises and equally sharp declines over short periods. Historically, prices have ranged from US\$1.30 a pound V2O5 to more than US\$20 a pound. Average prices fell from US\$14.75 a pound V2O5 in 2008 to US\$4.00 a pound in 2009 in response to the impacts of the global financial crisis and the decreased demand for vanadium from the steel industry in many countries. During 2010, prices for V2O5 slowly increased to US\$7.50 a pound by May but decreased again in the second half of the year to US\$7.41 early in 2011.

Figure 4: Ferrovanadium 2 year price performance

Supply and Demand

8.35. The following chart shows the world production of vanadium by country:

• 8.36. The growth in demand for Vanadium is expected to be higher than the growth in demand for steel due to the following:
• A heightened global demand for high-strength low-alloy steels and titanium alloys
• China grade 3 steel rebar standard coming into effect
• Japanese earthquake and tsunami reconstruction

• EU vanadium restocking

• The developing vanadium Redox battery market

• 8.37. The following factors are expected to have an impact on the supply of Vanadium:
• The US feedstock supply deficit resulting from a shift in oil to shale gas fired power generation
• South African supply uncertainties
• Chinese capacity expansion to be less than initially forecast
• Chinese vanadium feedstock is under price pressure due to falling iron ore prices

Vanadium Industry Forecast Growth

• 8.38. One of the areas of anticipated growth is that on 1 July 2011, a Chinese government directive came into effect mandating the use of Grade 3 rebar in all new building designs. 90 million tonnes of grade 2 rebar produced to Grade 3 standards would consume an additional 27,000 tonnes of vanadium per annum.
• 8.39. Another area for potential growth is the use of vanadium in titanium alloys. Titanium, in which vanadium acts as an alloy agent accounts for 8-9% of global vanadium consumption. There is expected to be a significantly increased use of titanium alloys in newer aircraft; vanadium is virtually un-substitutable in this application.
• 8.40. Another growth area is use of vanadium redox and lithium vanadium technology. Extremely large capacities make vanadium redox batteries (VRBs) well suited to use in power storage applications having an extremely rapid discharge capability e.g. wind or solar. Lithium vanadium phosphate batteries produce higher voltages and improved energy to weight characteristics which is particularly useful for electric vehicles.

9. Valuation Approach

Valuation Methodologies

• 9.1. In assessing the value of GED prior to and immediately following the Proposed Transaction, we have considered a range of valuation methodologies. RG 111 proposes that it is generally appropriate for an expert to consider using the following methodologies:
• the discounted cash flow ("DCF") method and the estimated realisable value of any surplus assets;
• the application of earnings multiples to the estimated future maintainable earnings or cashflows added to the estimated realisable value of any surplus assets;
• the amount which would be available for distribution on an orderly realisation of assets;
• the quoted price for listed securities; and
• any recent genuine offers received.
• 9.2. We consider that the valuation methodologies proposed by RG 111 can be split into three valuation methodology categories, as follows.

Market Based Methods

• 9.3. Market based methods estimate the fair market value by considering the market value of a company's securities or the market value of comparable companies. Market based methods include;
• Capitalisation of maintainable earnings;
• The quoted price for listed securities; and
• Industry specific methods.
• 9.4. The capitalisation of earnings methodology is generally considered a short form DCF, where an estimation of the Future Maintainable Earnings ("FME") of the business, rather than a stream of cash flows is capitalised based on an appropriate capitalisation multiple. Multiples are derived from the analysis of transactions involving comparable companies and the trading multiples of comparable companies.
• 9.5. The recent quoted price for listed securities method provides evidence of the fair market value of a company's securities where they are publicly traded in an informed and liquid market.
• 9.6. Industry specific methods usually involve the use of industry rules of thumb to estimate the fair market value of a company and its securities. Generally rules of thumb provide less persuasive evidence of the fair market value of a company than other market based valuation methods because they may not account for company specific risks and factors.

Discounted Cash Flow Methods

9.7. The DCF technique has a strong theoretical basis, valuing a business on the net present value of its future cash flows. It requires an analysis of future cash flows, the capital structure and costs of capital and an assessment of the residual value or the terminal value of the company's cash flows

at the end of the forecast period. This method of valuation is appropriate when valuing companies where future cash flow projections can be made with a reasonable degree of confidence.

Asset Based Methods

• 9.8. Asset based methodologies estimate the fair market value of a company's securities based on the realisable value of its identifiable net assets. Asset based methods include:-
• orderly realisation of assets method;
• liquidation of assets method; and
• net assets on a going concern basis.
• 9.9. The value achievable in an orderly realisation of assets is estimated by determining the net realisable value of the assets of a company which would be distributed to security holders after payment of all liabilities, including realisation costs and taxation charges that arise, assuming the company is wound up in an orderly manner. This technique is particularly appropriate for businesses with relatively high asset values compared to earnings and cash flows.
• 9.10. The liquidation of assets method is similar to the orderly realisation of assets method except the liquidation method assumes that the assets are sold in a shorter time frame.
• 9.11. The net assets on a going concern method estimates the market values of the net assets of a company but unlike the orderly realisation of assets method it does not take into account realisation costs. Asset based methods are appropriate when companies are not profitable, a significant proportion of the company's assets are liquid, or for asset holding companies.

Selection of Valuation Methodologies

Valuation of GED pre the Proposed Transaction

• 9.12. The principal assets of GED are its cash, financial assets and capitalised exploration expenditure. In our experience the most appropriate method for determining the value of companies similar to GED is on the basis of the fair value of their underlying net assets.
• 9.13. Accordingly, in valuing a share in GED pre the Proposed Transaction we have utilised the net assets on a going concern methodology and assessed the value of GED's assets as follows:
• In determining the value of GED's interest in its Australian exploration projects, we have relied on the valuation prepared by Malcolm Castle of Agricola Mining Consultants Pty Ltd ("Agricola") dated 4 May 2012; and
• In assessing the value of GED's assets and liabilities we used the net book value of these assets as set out in the unaudited statement of financial position of GED as at 31 March 2012.

• 9.14. ASIC Regulatory Guides envisage the use by an independent expert of specialists when valuing specific assets. We determined the need for a specialists' involvement with regard to valuing GED's exploration projects in Australia and we engaged Agricola to prepare an independent report providing a value of the projects.

• 9.15. Agricola's report has been prepared in accordance with the requirements of the VALMIN code as adopted by the institute of Geoscientists and the Australian Institute of Mining and Metallurgy. We have satisfied ourselves of Agricola's qualifications and independence from GED and have placed reliance on their report accordingly. A copy of Agricola's report is attached at Appendix 3C.

• 9.16. As a cross-check to our primary valuation methodology, we have also considered the implied value of a GED share based on recent trading prices for portfolio shareholding parcels of GED shares on the ASX. In accordance with RG 111, we have assessed the value of GED's shares on a 100% controlling interest basis.

Valuation of Glendale

• 9.17. In order to assess the value of a GED share immediately following the Proposed Transaction, it is necessary to assess the fair value of the assets being purchased by GED.
• 9.18. As mentioned in paragraph 6.2, Glendale's only asset is its 80% interest in Huab. Huab's single major asset is its 100% ownership of the Huab Projects. In our experience the most appropriate method for determining the value of companies similar to Glendale and Huab is on the basis of the fair value of their underlying net assets.
• 9.19. Accordingly, in valuing Glendale we have utilised the net assets on a going concern methodology and assessed the value of Glendale's assets as follows:
• In determining the value of Glendale's interest in the Huab Projects we have relied on the valuation prepared by Malcolm Castle of Agricola Mining Consultants Pty Ltd ("Agricola") dated 11 May 2012; and
• In assessing the value of Glendale's other assets and liabilities we used the net book value of these assets as set out in the unaudited statement of financial position of Glendale as at 31 March 2012.
• 9.20. ASIC Regulatory Guides envisage the use by an independent expert of specialists when valuing specific assets. We determined the need for a specialist's involvement with regard to valuing the Huab Projects and we engaged Agricola to prepare an independent report providing a value of a 100% interest in the Huab Projects.
• 9.21. Agricola's report has been prepared in accordance with the requirements of the VALMIN code as adopted by the Institute of Geoscientists and the Australian Institute of Mining and Metallurgy. We have satisfied ourselves of Agricola's qualifications and independence from GED and have placed reliance on their report accordingly. A copy of Agricola's report is attached at Appendix 3B.

Valuation of Jewell

• 9.22. As mentioned in paragraph 9.17, it is necessary to assess the fair value of the assets being purchased by GED.

• 9.23. As mentioned in paragraph 7.2, Jewell's only asset is its 80% interest in Oshivela. Oshivela's single major asset is its 100% ownership of the Oshivela Projects. In our experience the most appropriate method for determining the value of companies similar to Jewell and Oshivela is on the basis of the fair value of their underlying net assets.

• 9.24. Accordingly, in valuing Glendale we have utilised the net assets on a going concern methodology and assessed the value of Glendale's assets as follows:

• In determining the value of Jewell's interest in the Oshivela Projects we have relied on the valuation prepared by Malcolm Castle of Agricola Mining Consultants Pty Ltd ("Agricola") dated 10 May 2012; and
• In assessing the value of Glendale's other assets and liabilities we used the net book value of these assets as set out in the unaudited statement of financial position of Glendale as at 31 March 2012.
• 9.25. ASIC Regulatory Guides envisage the use by an independent expert of specialists when valuing specific assets. We determined the need for a specialist's involvement with regard to valuing the Oshivela Projects and we engaged Agricola to prepare an independent report providing a value of a 100% interest in the Oshivela Projects.

Agricola's report has been prepared in accordance with the requirements of the VALMIN code as adopted by the Institute of Geoscientists and the Australian Institute of Mining and Metallurgy. We have satisfied ourselves of Agricola's qualifications and independence from GED and have placed reliance on their report accordingly. A copy of Agricola's report is attached at Appendix 3B.

Valuation of GED Post Transaction

9.26. We have calculated the value of GED post transaction to allow us to assess the fairness of the Proposed Transaction. The value of a GED share post transaction is based on the value of GED prior to the Proposed Transaction plus the value acquired through the acquisition of Glendale and Jewell less disbursements made in relation to the Proposed Transaction divided by the total number of shares on issue post the Proposed Transaction.

10. Valuation of GED (pre Proposed Transaction)

• 10.1. As stated at paragraph 9.13, we have assessed the value of GED prior to the Proposed Transaction on a net assets on a going concern basis and have also considered the recent quoted price of its listed securities
• 10.2. The basis of our evaluation of "fairness" is to compare the value of a share in GED pre the Proposed Transaction to the value of a share in GED immediately after the Proposed Transaction.

Net assets on a going concern basis

10.3. We are assessing the value of a GED share pre the Proposed Transaction. Therefore we have valued a GED share using the net assets on a going concern methodology based on the net book value of the assets and liabilities of GED as at 31 March 2012 adjusted for items as set out in the table below:

Undiluted basis	Ref:	Low A\$000's	High A\$000's	Preferred A\$000's
Net assets of GED as at 31 March 2011	5.11	1,758	1,758	1,758
Plus:
Fair value of Exploration Projects	10.5	4,030	5,540	4,780
Less:
Capitalised exploration expenditure	5.11	(115)	(115)	(115)
Value of GED		5,673	7,183	6,423
Number of shares on issue at the date of this Report	5.18	38,445,322	38,445,322	38,445,322
Value per share on an
undiluted basis		0.15	0.19	0.17

Table 9: Undiluted Assessed Value of GED on Net Assets Basis (Pre-Proposed Transaction)

• 10.4. As shown in the table above, we have valued a share in GED pre the proposed transaction in the range of \$5,673,000 to \$7,183,000 with a preferred value of \$6,423,000. Based on our analysis, the value of an ordinary share in GED is in the range of \$0.15 to \$0.19 with a preferred value of \$0.17 per share.
• 10.5. GED's capitalised exploration and evaluation expenditure balance of \$114,805 as set out in the Company's statement of financial position as at 31 March 2012 represents the book value of GED's interest in its Australian exploration projects (the Twin Hills Project and the Eastern Victorian Goldfields Project). We have engaged Agricola to assess the fair market value of the Australian exploration projects, and accordingly we have eliminated the book value of the Australian exploration projects and included the fair market value of the projects as set out in the table below:

Australian Projects	Ref:	Low A\$000's	High A\$000's	Preferred A\$000's
Twin Hills	10.6	460	610	530
Blue Funnel	10.6	30	40	40
Garden Gully	10.6	10	10	10
Burwang	10.7	2,130	2,910	2,520
Twist Creek	10.7	320	450	380
Mudlark	10.7	320	450	380
Grant-Dargo	10.7	760	1,070	920
Total		4,030	5,540	4,780

Table 10: Summary Valuation of GED's Exploration Projects in Australia

• 10.6. The Twin Hills, Blue Funnel and Garden Gully Projects have estimated resources or exploration targets. Agricola has valued the resources or exploration targets adopting a Comparable Transactions approach. Under this approach the value is estimated as a percentage of contained value once appropriate discounts for uncertainties relating to resource categorisations have been taken into account.
• 10.7. The Victorian Gold Projects are exploration projects. Agricola has used the Geo-factor Rating method of valuation for these exploration tenements. The Geo-factor Rating method focuses on the future prospectivity of the area. In their report Agricola note that the Geo-factor Rating method systematically assesses and grades four key technical attributes of a tenement to arrive at a series of multiplier factors. The Basic Acquisition Cost ("BAC") is the important input to the method and is calculated by summing the application fees, annual rent, work required to facilitate grading (e.g. native title, environment, etc.) and statutory expenditure for 12 months. This is usually expressed as average expenditure per square kilometre. Equity and grant status are also taken into account. Each factor is then multiplied serially to the BAC to derive the Base Value. The Base Value is then multiplied by the prospectivity rating to establish the overall technical value of each mineral property. Finally a market premium is applied to the technical value of each property to reflect the current market conditions for exploration properties in Australia.
• 10.8. A full copy of Agricola's report can be found at Appendix 3C.

Quoted Price of Listed Securities

• 10.9. In order to provide a cross-check to the valuation of a GED share under the net assets on a going concern basis, we have also assessed the fair value based on the quoted market price.

• 10.10. The assessment only reflects trading prior to the announcement of the Proposed Transaction in order to avoid the influence of any movement in price that occurred as a result of the announcement.

• 10.11. The Proposed Transaction was announced to the Australian Securities Exchange 14 May 2012. Table 4 shows the daily closing price and traded volumes of GED from 12 months prior to 11 May 2012.

• 10.12. Over this period, the closing price of GED shares has ranged from a low of \$0.06 on 1 May 2012 to a high of \$0.12 on 31 May 2011.
• 10.13. In order to provide further analysis of the market prices for GED shares, we have considered the weighted average market price for 10 day, 30 day and 60 trading day periods up to and including 11 May.

\$	10 Days	30 Days	60 Days
Closing price	0.080	0.082	0.145
Weighted average price	0.062	0.067	0.087

Table 11: Volume Weighted Average Price of GED (to 11 May 2012)

10.14. An analysis of the volume in trading in GED shares prior to 11 May 2012 is set out in the table below:

	Low	High	Cumulative	% of Total
	\$	\$	Volume	Capital
1 trading day	0.065	0.065	-	-
10 trading days	0.060	0.065	218,000	0.57%
30 trading days	0.060	0.070	1,238,000	3.22%
60 trading days	0.060	0.10	1,648,000	4.29%

Table 12: Traded Volumes of GED to 11 May 2012

• 10.15. The table shows that only 4.29% of GED's shares have been traded in the 60 trading days prior to the announcement of the Proposed Transaction which indicates a low level of liquidity.
• 10.16. Our assessment of a fair market value of a GED share is based on the quoted market price, and therefore on the basis of a minority interest, is \$0.062 based on the 10 day volume weighted average price prior to 11 May 2012.
• 10.17. The value above is indicative of the value of a marketable parcel of shares assuming the shareholder does not have control of GED. In the case of a Section 611 acquisition, RG 111 states that the independent expert should calculate the value of a target's shares as if 100% control were being obtained. Therefore, in our assessment of the fair value of a GED share, we should include a premium for control.
• 10.18. RSM Bird Cameron has undertaken a survey of control premiums paid over a 5-year period to 30 June 2010 in 212 successful takeovers and schemes of arrangements of companies listed on the ASX ("RSM Bird Cameron Control Premium Study 2010"). The findings are summarised in the table below, showing the average control premium 20 days, 10 days and 2 days prior to announcement:

	Number of Transactions	20 Days Pre	10 Days Pre	2 Days Pre
Average control premium - All Industries	212	30.7%	25.6%	21.9%
Average control premium - Metals & Mining	55	33.9%	29.9%	26.4%

Table 13: Average Control Premium over five years to 30 June 2010 (Source: RSM Bird Cameron Control Premium Study 2010)

10.19. We have selected a control premium of 30% and applied it to our assessed value of a GED share on a minority interest basis as follows:

	Share Price
Quoted market price value	\$0.062
Control premium	30%
Quoted market price valuation including a premium for control	\$0.08

Table 14: Assessed Value of a GED Share

10.20. Our valuation of a GED share on the basis of the quoted market price including a premium for control is therefore \$0.08.

Valuation Summary

10.21. A summary of our assessed values of a GED share pre the Proposed Transaction, is shown below.

	Preferred
Net assets on a going concern	\$0.17
Quoted market price value	\$0.08
Preferred Valuation	\$0.17

Table 15: GED Valuation Summary

• 10.22. We have relied upon the net assets on a going concern valuation methodology as we consider that the trading market for GED's shares is not deep enough to provide a fair market value. GED shares have not historically traded in significant volumes or on a regular basis.
• 10.23. We have therefore assessed the fair market value of a GED share on a controlling basis pre the Proposed Transaction to be \$0.17.

11. Valuation of Glendale

11.1. As stated at paragraph 9.19, we have assessed the value of Glendale prior to the Proposed Transaction on a net assets on a going concern basis.

Net assets on a going concern basis

11.2. We have valued Glendale using the net assets on a going concern methodology based on the net book value of the assets and liabilities of Glendale as at 31 March 2012, adjusted for items as set out in the table below:

	Ref:	Low A\$000's	High A\$000's	Preferred A\$000's	Table 16:
Net assets of Glendale as at 31 March 2011		101	101	101	Assess ed Value of
Plus: Fair value of the Huab Projects	11.4	11,308	15,090	13,199	Glenda le on Net Assets
Less: Capitalised exploration expenditure	11.7	(116)	(116)	(116)	Basis
Total		11,293	15,075	13,184	11.3. A s
External Interests in the Huab Projects (20%)	11.8	(2,259)	(3,015)	(2,637)	shown in the
Value of Glendale		9,034	12,060	10,547	table above , we
					have value

d Glendale in the range of \$9,034,000 to \$12,060,000with a preferred value of \$10,547,000.

11.4. Glendale's key asset is its 80% shareholding in Huab. Huab's only asset is a 100% interest in the Huab Projects and therefore Glendale has an 80% interest in the Huab Projects. As mentioned above, we have engaged Agricola to assess the fair market value of the Huab Projects. In the opinion of Agricola, the fair market value of the Huab Projects is set out in the table below:

Huab Project	Ref:	Low A\$000's	High A\$000's	Preferred A\$000's
Huab Projects		11,308	15,090	13,199

Table 17: Summary of Fair Value of 100% interest in the Huab Projects

11.5. Agricola note in their report that the Huab Projects are an advanced exploration project. Agricola has adopted the Geoscientific Rating method of valuation for these projects as it focuses on the prospectivity of the area. The Geoscientific Rating Method is similar to the Geo-factor Rating method in that it systematically assesses and grades 4 key technical attributes of a tenement to arrive at a series of multiplier factors which are applied to the calculated Basic Acquisition Cost.

• 11.6. A full copy of Agricola's report can be found at Appendix 3B
• 11.7. We have deducted from the fair value of the Huab Projects the capitalised exploration expenditure of Huab.
• 11.8. As Glendale holds an 80% shareholding in Huab, we have adopted 80% of the fair market value in our analysis.

12. Valuation of Jewell

12.1. As stated at paragraph 9.23, we have assessed the value of Jewell prior to the Proposed Transaction on a net assets on a going concern basis.

Net assets on a going concern basis

12.2. We have valued Jewell using the net assets on a going concern methodology based on the net book value of the assets and liabilities of Jewell as at 31 March 2012, adjusted for items as set out in the table below:

	Ref:	Low A\$000's	High A\$000's	Preferred A\$000's
Net assets of Jewell as at 31 March 2011		68	68	68
Plus: Fair value of Oshivela Projects Less:	12.3	5,279	7,397	6,338
Capitalised exploration expenditure	12.7	(96)	(96)	(96)
Total		5,251	7,369	6,310
External Interests in the Oshivela Projects (20%)	12.8	(1,050)	(1,474)	(1,262)
Value of Jewell		4,201	5,895	5,048

Table 18: Assessed Value of Jewell on Net Assets Basis

• 12.3. As shown in the table above, we have valued Jewell in the range of \$4,201,000 to \$5,895,000 with a preferred value of \$5,048,000.
• 12.4. Jewell's key asset is its 80% shareholding in Oshivela. Oshivela's only asset is a 100% interest in the Oshivela Projects and therefore Glendale has an 80% interest in the Oshivela Projects. As mentioned above, we have engaged Agricola to assess the fair market value of the Oshivela Projects. In the opinion of Agricola, the fair market value of the Huab Projects is set out in the table below:

Huab	Ref:	Low	High	Preferred
Project		A\$000's	A\$000's	A\$000's
Oshivela Projects		5,279	7,397	6,338

Table 19: Summary of Fair Value of 100% interest in the Oshivela Projects

• 12.5. Agricola note in their report that the Oshivela Projects are advanced exploration projects. Agricola has adopted the Geoscientific Rating method of valuation for this project as it focuses on the prospectivity of the area. The Geoscientific Rating Method is similar to the Geo-factor Rating method in that it systematically assesses and grades 4 key technical attributes of a tenement to arrive at a series of multiplier factors which are applied to the calculated Basic Acquisition Cost.
• 12.6. A full copy of Agricola's report can be found at Appendix 3A.
• 12.7. We have deducted from the fair value of the Oshivela Project the capitalised exploration expenditure of Oshivela.
• 12.8. As Jewell holds an 80% shareholding in Oshivela, we have adopted 80% of the fair market value in our analysis.

13. Valuation (Post Proposed Transaction)

• 13.1. As required by RG 111, in order to provide an indication of the value of the Company after the Proposed Transaction, assuming it is successful, we have calculated the theoretical underlying value of a share in GED post the Proposed Transaction
• 13.2. We summarise our valuation of a GED share subsequent to the Proposed Transaction on a net assets on a going concern basis in the table below. Our assessment has been based on the issue of Tranche 1 shares only as Tranche 2 shares will only be issued on the achievement of an inferred JORC resource:

Valuation after Proposed Transaction	Paragraph Ref.	Low Value	High Value	Preferred Value
		\$000's	\$000's	\$000's
Value of GED	10.3	5,673	7,183	6,423
Value of Jewell	12.2	4,201	5,895	5,048
Value of Glendale	11.2	9,034	12,060	10,547
Equity Value		18,908	25,138	22,018
Cash consideration payable	3.6	(180)	(180)	(180)
Transaction costs	13.4	(50)	(50)	(50)
Equity Value Post Transaction		18,678	24,908	21,788
Ordinary shares on issue	10.3	38,445,322	38,445,322	38,445,322
Shares to be issued as consideration for Glendale & Jewell	3.6	50,000,000	50,000,000	50,000,000
Total Shares Post Transaction		88,445,322	88,445,322	88,445,322
Value per Share		0.21	0.28	0.25

		Table 20: GED share value after Proposed Transaction

• 13.3. As shown in the table above we have assessed the value of a GED share subsequent to the Proposed Transaction to be in the range of \$0.21 to \$0.28 with a preferred value of \$0.25.
• 13.4. Transaction costs are estimated by management to be approximately \$50,000.

14. Is The Proposed Transaction Fair?

14.1. Our assessed values of a GED share prior to and immediately after the Proposed Transaction are summarised in the tables below.

			Value per Share
	Ref.	Low	High	Preferred
		A\$	A\$	A\$
Value of a GED share pre Proposed Transaction	10.3	0.15	0.19	0.17
Value of a GED share post Proposed Transaction	13.2	0.21	0.28	0.25

Table 21: Valuation Summary

Conclusion on Fairness

14.2. As the value of a GED share after the Proposed Transaction is greater than the value prior, and in the absence of any other relevant information, in our opinion, the Proposed Transaction is Fair to the Non-Associated Shareholders.

15. Is The Proposed Transaction Reasonable?

• 15.1. RG111 establishes that an offer is reasonable if it is fair. It might also be reasonable if, despite not being fair, there are sufficient reasons for security holders to accept the offer in the absence of any higher bid before the offer closes.
• 15.2. In order to assess whether the Proposed Transaction is "reasonable", we have considered the following:
• The future prospects of GED if the Proposed Transaction does not proceed; and
• Other commercial advantages and disadvantages to the Non-Associated Shareholders as a consequence of the Proposed Transaction proceeding.

Stated Intentions of GED and Coniston

• 15.3. The Company has stated its intentions if the Proposed Transaction proceeds to be:
• It will remain in the resource exploration industry;
• The current board of directors; Messrs DN Zukerman, A Clemen and M Norburn will continue and at this time there is no intention to increase the size of the board;
• There is no present intention to inject further capital into the Company. However, it is likely the Company will require further funding as it develops its exploration assets;
• It is not the intention of Coniston to transfer any assets between the Company and Coniston (and its associates);
• It is not the intention of Coniston or its associates to re-deploy any assets or property of the Company; and
• The Company understands that Coniston has no intentions to significantly change the financial or dividend distribution policies of the Company.

Future Prospects of GED if the Proposed Transaction Does Not Proceed

15.4. If the Proposed Transaction does not proceed, the Company intends to continue with its current activities.

Advantages and Disadvantages

15.5. In assessing whether the Non-Associated Shareholders are likely to be better off if the Proposed Transaction proceeds than if it does not, we have compared various advantages and disadvantages that are likely to accrue to the Non-Associated Shareholders.

Advantages

Advantage 1 – Proposed Transaction is Fair

15.6. RG 111 states that a transaction is reasonable if it is fair.

Advantage 2 – Opportunity for Growth

15.7. The acquisition will provide the Company with additional prospective projects considered by the Company to be highly prospective and which will allow the Company to diversify geographically and into base metals whilst maintaining its Australian gold interests.

Advantage 3 – Possible Improvement in Liquidity

15.8. GED Shares have been relatively illiquid with only 5.12% of the total issued capital being traded in the past 6 months. The acquisition of the Oshivela and Huab Projects may create increased interest in GED shares which could improve liquidity and enable shareholders to sell their shares efficiently.

Advantage 4 – Increase in Net Assets of the Company

15.9. Subsequent to the proposed transaction, the Company will have net assets at fair market value of between \$18.68 million and \$24.91 million compared to net assets at fair market value prior to the Proposed Transaction of between \$5.67 million and \$7.18 million.

Disadvantages

Disadvantage 1 – Dilution of Shareholders' Interests

15.10. The consideration to be paid consists of the issue of 50 million ordinary shares in GED which will result in an immediate dilution in the interest held by existing Non-Associated Shareholders of GED from approximately 78.76% to 34.23%.

Disadvantage 2 – Requirement for Future Capital Raisings

15.11. GED may need to raise further capital to fund the proposed exploration of both the Oshivela and Huab Projects, as well as existing exploration projects in Australia. The relative shareholding of existing GED shareholders may therefore be further diluted if they do not participate in any future capital raisings.

Alternative Proposal

15.12. We are not aware of any alternative investment opportunities which GED are pursuing, or would pursue if the Proposed Transaction did not proceed, at this time.

Response of Market to the Announcement

15.13. As the Proposed Transaction was announced to the market on the date of this report, we have not been able to assess the market's response.

Conclusion on Reasonableness

• 15.14. In our opinion, the position of the Non-Associated Shareholders if the Proposed Transaction is approved is more advantageous than the position if it is not approved. Therefore, in the absence of any other relevant information and/or a superior offer, we consider that the Proposed Transaction is Reasonable for the Non-Associated Shareholders of GED.
• 15.15. An individual shareholder's decision in relation to the Proposed Transaction may be influenced by his or her individual circumstances. If in doubt, shareholders should consult an independent advisor.

Yours faithfully RSM BIRD CAMERON CORPORATE PTY LTD

A J GILMOUR Director

APPENDIX 1

Declarations and Disclosures

RSM Bird Cameron Corporate Pty Ltd holds Australian Financial Services Licence 255847 issued by ASIC pursuant to which they are licensed to prepare reports for the purpose of advising clients in relation to proposed or actual mergers, acquisitions, takeovers, corporate reconstructions or share issues.

Qualifications

Our report has been prepared in accordance with professional standard APES 225 "Valuation Services" issued by the Accounting Professional & Ethical Standards Board.

RSM Bird Cameron Corporate Pty Ltd is beneficially owned by the partners of RSM Bird Cameron (RSMBC) a large national firm of chartered accountants and business advisors.

Mr. Andrew Gilmour is a director of RSM Bird Cameron Corporate Pty Ltd. Mr Gilmour is a Chartered Accountant with extensive experience in the field of corporate valuations and the provision of independent expert's reports for transactions involving publicly listed and unlisted companies in Australia.

Reliance on this Report

This report has been prepared solely for the purpose of assisting the Non-Associated Shareholders of Golden Deeps Limited in considering the Proposed Transaction. We do not assume any responsibility or liability to any party as a result of reliance on this report for any other purpose.

Reliance on Information

Statements and opinions contained in this report are given in good faith. In the preparation of this report, we have relied upon information provided by the directors and management of Golden Deeps Limited and we have no reason to believe that this information was inaccurate, misleading or incomplete. However, we have not endeavoured to seek any independent confirmation in relation to its accuracy, reliability or completeness. RSM Bird Cameron Corporate Pty Ltd does not imply, nor should it be construed that it has carried out any form of audit or verification on the information and records supplied to us.

The opinion of RSM Bird Cameron Corporate Pty Ltd is based on economic, market and other conditions prevailing at the date of this report. Such conditions can change significantly over relatively short periods of time.

In addition, we have considered publicly available information which we believe to be reliable. We have not, however, sought to independently verify any of the publicly available information which we have utilised for the purposes of this report.

Disclosure of Interest

At the date of this report, none of RSM Bird Cameron Corporate Pty Ltd, RSMBC, Andrew Gilmour, nor any other member, director, partner or employee of RSM Bird Cameron Corporate Pty Ltd and RSMBC has any interest in the outcome of the Proposed Transaction, except that RSM Bird Cameron Corporate Pty Ltd are expected to receive a fee of \$20,000 based on time occupied at normal professional rates for the preparation of this report. The fees are payable regardless of whether Golden Deeps Limited receives Shareholder approval for the Proposed Transaction, or otherwise.

Consents

RSM Bird Cameron Corporate Pty Ltd consents to the inclusion of this report in the form and context in which it is included with the Explanatory Memorandum to be issued to Shareholders. Other than this report, none of RSM Bird Cameron Corporate Pty Ltd, RSM Bird Cameron Partners or RSMBC has been involved in the preparation of the Notice of General Meeting and Explanatory Statement. Accordingly, we take no responsibility for the content of the Notice of General Meeting and Explanatory Statement as a whole.

APPENDIX 2

Sources of Information

In preparing this report we have relied upon the following principal sources of information:

• Glendale and Jewell unaudited financial information for the year ended 30 June 2011 and the 9 month period ended 31 March 2012.
• GED financial report for the year ended 30 June 2011 and the half year ended 31 December 2011.
• Notice of General Meeting and Explanatory Statement for the meeting of GED shareholders to be held on 28 June 2012
• Information provided by GED management through meetings and correspondence
• Capital IQ, IBIS World and other financial databases and subscription services
• Publicly available information
• GED ASX announcements
• GED share register listing provided by management
• GED statement of financial position as at 31 March 2012 and statement of financial performance for the nine month period ended on that date.
• OANDA Currency Converter

APPENDIX 3A

Oshivela Valuation

Malcolm Castle Agricola Mining Consultants Pty Ltd P.O. Box 473, South Perth, WA 6951

Phone: 61 (8) 9474 9351 Mobile: 61 (4) 1234 7511 Email: mjcastle@castleconsulting.com.au ABN: 84 274 218 871

1 May 2012

The Directors RSM Bird Cameron Corporate Pty Ltd 8 St Georges Terrace Perth WA 6000

Dear Sirs,

Re: INDEPENDENT VALUATION OF THE OSHIVELA COPPER PROJECT

IN NORTHEASTERN NAMIBIA

I have been commissioned by RSM Bird Cameron Corporate Pty Ltd ("RSM") to provide a Mineral Asset Valuation Report ("Report") of the of the Oshivela Copper Project in Namibia. RSM has been engaged by the Directors of Golden Deeps Ltd ("Golden Deeps" or "the Company") to prepare an Independent Expert's Report ("IER") in relation to the proposed recapitalisation of the Company by Investmet Ltd and its associates and the acquisition of certain mining assets (the "Acquisition Projects"). RSM are to prepare an IER stating whether, in the expert's opinion, the proposed transactions are fair and reasonable to the non-associated Shareholders. This valuation report on mineral assets will form part of the RSM's IER.

This report serves to comment on the geological setting and exploration results on the properties and presents a technical and market valuation for the exploration assets based on the information in this Report.

The present status of the tenements listed in this report is based on information provided by the Company and is set out in the Tenement Schedule. The Report has been prepared on the assumption that the tenements are lawfully accessible for evaluation. Details in respect to the legal status and tenure of the tenements in Western Australia comprising the Project were reviewed from the Department of Mines and Petroleum database.

DECLARATIONS

Relevant codes and guidelines

This report has been prepared as a technical assessment and valuation in accordance with the Code for Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (the "VALMIN Code"), which is binding upon Members of the Australasian Institute of Mining and Metallurgy ("AusIMM") and the Australian Institute of Geoscientists ("AIG"), as well as the rules and guidelines issued by the Australian Securities and Investments Commission ("ASIC") and the ASX Limited ("ASX") which pertain to Independent Expert Reports (Regulatory Guides RG111 and RG112).

Where mineral resources have been referred to in this report, the classifications are consistent with the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ("JORC Code"), prepared by the Joint Ore Reserves Committee of the AusIMM, the AIG and the Minerals Council of Australia, effective December 2004.

Under the definition provided by the VALMIN Code, the properties are classified as 'exploration areas', which are inherently speculative in nature. The properties are considered to be sufficiently prospective, subject to varying degrees of risk, to warrant further exploration and development of their economic potential.

Sources of Information

The statements and opinion contained in this report are given in good faith and this review is based on information provided by the title holders, along with technical reports by consultants, previous tenements holders and other relevant published and unpublished data for the area. I have endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy and completeness of the technical data upon which this report is based. A final draft of this report was provided to the Company, along with a written request to identify any material errors or omissions prior to lodgement.

In compiling this report, I did not carry out a site visit to any of the Company's Project areas. Based on my professional knowledge and experience and the availability of extensive databases and technical reports made available by various Government Agencies, I consider that sufficient current information was available to allow an informed appraisal to be made without such a visit.

The independent valuation report has been compiled based on information available up to and including the date of this report. Consent has been given for the distribution of this report in the form and context in which it appears. I have no reason to doubt the authenticity or substance of the information provided.

Qualifications and Experience

The person responsible for the preparation of this report is:

Malcolm Castle, B.Sc.(Hons), GCertAppFin (Sec Inst), MAusIMM

Malcolm Castle has over 40 years' experience in exploration geology and property evaluation, working for major companies for 20 years as an exploration geologist. He established a consulting company 20 years ago and specialises in exploration management, technical audit, due diligence and property valuation at all stages of development. He has wide experience in a number of commodities including uranium, gold, base metals, iron ore and mineral sands. He has been responsible for project discovery through to feasibility study in Australia, Fiji, Southern Africa and Indonesia and technical Audits in many countries. He has completed numerous Independent Geologist's Reports and mineral asset valuations over the last decade as part of his consulting business.

Mr. Castle completed studies in Applied Geology with the University of New South Wales in 1965 and has been awarded a B.Sc.(Hons) degree. He has completed postgraduate studies with the Securities Institute of Australia in 2001 and has been awarded a Graduate Certificate in Applied Finance and Investment in 2004.

Competent Persons Statement

The information in this report that relates to Exploration Results and Mineral Resources of the Company has been reviewed by Malcolm Castle, who is a member of the Australasian Institute of Mining and Metallurgy. Mr Castle has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as an Expert and Competent Person as defined under the VALMIN Code and in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Castle consents to the inclusion in this report of the matters based on the information in the form and context in which they appear.

Independence

I am not, nor intend to be a director, officer or other direct employee of the Company and have no material interest in the Projects or the Company. The relationship with the Company is solely one of professional association between client and independent consultant. The review work and this report are prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this Report.

Yours faithfully

Malcolm Castle

B.Sc.(Hons) MAusIMM, GCertAppFin (Sec Inst)

TENEMENT SCHEDULE

Tenement No.	Registered Holders	Area, km2	Status	Commenced
EPL 3743	Oshivela Mining (Pty) Ltd	478.25	Granted,	27 August 2007
EPL 3744	Oshivela Mining (Pty) Ltd	37.21	Granted,	27 August 2007
EPL 3745	Oshivela Mining (Pty) Ltd	385.18	Granted	27 August 2007

NAMIBIAN TENEMENTS

The Status of the Namibian tenements (Exclusive Prospecting Licences) is based on information provided by the current owners and has not been based on a recent independent enquiry of the Department of Mines in Namibia, pursuant to paragraph 67 of the Valmin Code by Agricola Mining Consultants Pty Ltd. The tenements are believed to be in good standing. The tenements are mature with exploration spanning almost five years.

The project area is composed of three Exclusive Prospecting Licenses, EPL 3743, 3744 and 3745 covering an area of 90,064 hectares (900.64 km2 . On application for renewal of the three licences the total area will need to be reduced to approximately 45,000 hectares (450 km² ) and the valuation of the licences is based on the assumption that the tenements will be reduced in this way.

Mining Tenure in Namibia

Mineral Licences - The Minerals Act allows for various types of prospecting and mining licences, covering both small-scale and formal activity. A brief summary of each is given below.

Mining Claims - Available only to Namibian citizens for the development of small-scale mines and mineral deposits, mining claims are valid for three years. Two-year extension periods are possible providing that the claim is being developed or worked. Up to a maximum of ten claims can be held at any one time.

Reconnaissance Licence - Designed for regional, mainly remotely sensed exploration, a reconnaissance licence is valid for six months on a non-renewable basis. This licence facilitates the identification of exploration targets and is only exclusive in special cases.

Exclusive Prospecting Licence - This three-year licence allows systematic prospecting in areas of up to 1,000 km². It gives exclusive exploration rights to the land and may be extended twice for two-year periods if demonstrable progress is shown. Renewals beyond seven years require special approval from the Minister.

Mining Licence - This gives the holder the exclusive mining right in the licence area for a period of 25 years or the life of the mine, with renewals valid for 15-year periods. The holder is required to demonstrate the financial and technical ability to develop and operate a mine. A mining licence also gives the holder the exclusive right to approve the development of other mines on the same property.

Mineral Deposit Retention Licence - This allows an exploration company in certain circumstances to retain tenure on a prospecting licence, mining licence or mining claim without mining obligations. It is valid for five years, with two-year renewal periods. The licence holder must, however, meet work and expenditure obligations and submit regular project reviews.

OSHIVELA COPPER PROJECT

The Oshivela Copper project is located in the Otavi Mountain Land, in the northeast of Namibia, southwest Africa. The project area is located approximately 350 km to the northnortheast Windhoek, the capital of Namibia.

The project is accessed from Windhoek via the main paved highway that runs north to the towns of Otavi and Tsumeb. The main road that runs from Tsumeb to Grootfontein crosses the project area, with access inside the project area via minor roads and farm tracks.

THE OTAVI MOUNTAIN LAND, NAMIBIA

The Otavi Mountain Land (OML) hosts a wealth of mineral deposits in addition to the famous Tsumeb and Kombat mines. These include Berg Aukas (Grootfontein), Guchab and Abenab, among others, where world-class descloizite, willemite, dioptase, and the largest known crystals of vanadinite have been found.

The Otavi Mountain Land in Northern Namibia is located in the Northern Platform Zone of the east-northeast striking intracontinental branch of the Damara Belt, at the southern margin of the Congo craton.

The lithologies in the OML are mainly shallow water carbonates and siliciclastic rocks of the Neoproterozoic Damaran Supergroup. About 600 Cu-Pb-Zn-V mineralized occurrences, only some of them of economic value, are known in the OML. Based on their geometry, but also on their geochemical and Pb-isotopic characteristics, several authors have grouped these deposits into different types. The pipe-like structure of the Tsumeb type (Pb, Cu>Zn) and the stratabound Berg Aukas type (Zn, Pb) are the most famous ones. The type of mineralization depends on the facies and the diagenetic overprint of the host rocks, its tectonic setting and the occurrence of sedimentary, karst and tectonic breccias.

Possible sources of the mineralising fluids are basement highs in the central and southern OML, northeast-southwest striking mafic dykes, volcanic and siliciclastic successions in the Nosib Group at the base of the Damaran Supergroup or higher metamorphic units of the Northern Zone of the Damaran orogen.

The Tsumeb Deposit

The Tsumeb carbonate hosted, breccia pipe copper-lead-zinc-silver deposit is located in northern Namibia, some 430 km by road and rail from Windhoek and 600 km by rail from the Atlantic coast port of Walvis Bay.

The polymetallic orebody was present mainly on the outer peripheries of a near vertical, irregular, markedly transgressive, collapse-breccia pipe cutting dolomites of the Upper Proterozoic Damaran Supergroup. Sulphides were massive to semi-massive, and mineralisation was present over a vertical distance of nearly 1.8 km in the oval shaped pipe which is 20 to 180 m in diameter. The orebody has been exhausted and the mine closed.

The Tsumeb pipe transgresses carbonates of the upper half of the Otavi Group, a member of the Upper Proterozoic Damara Supergroup. It occurs in onlapping carbonates of the Northern Platform deposited over the Angola-Kasai Craton some 80 km to the north of the main northern margin of the Damaran/Katangan Rift Zone. The Upper Proterozoic sequence in this region and on the adjacent Northern Platform comprises, from the base:

• o Nosib Group, 0 to 1200 m thick comprising feldspathic quartzites, arkose and conglomerate; overlain by phyllitic agglomerate, tuff and epidotised andesite up to 300 m thick; capped by quartzite, conglomerate, arkosic mixtite, dolomite and ferruginous shale. The Nosib Group is not as extensive as the overlying Otavi Group which oversteps it onto the basement in the Northern Platform near Tsumeb.
• o Otavi Group, 0 to 4800 m thick is very widespread but restricted to the platformal fringes of the Damaran/Katangan Rift Zone. It is areally more extensive than the underlying Nosib Group and transgresses well onto the Angola-Kasai Craton. This group contains two units of predominantly carbonates, with minor argillites and no arenites, separated by a mixtite/tillite unit.
• o Mulden Group. On the Northern Platform, the Otavi Group is unconformably overlain by the Mulden Group with an angularity that varies from marked to virtually concordant. This group appears to represent an initial thicker coarse clastic phase, followed by finer grained clastics and carbonates.

The Tsumeb orebody transgresses at least 1000 m of stratigraphy of the upper part of the Tsumeb Subgroup carbonates of the Otavi Group. It is situated on the northern flank of the doubly plunging, slightly assymetric Tsumeb Syncline. Parasitic folds with varying plunges are mapped within this structure to the east and west of the orebody at surface and underground. An axial plane cleavage is present. Numerous bedding plane shears are obvious, and some prominent bedding thrusts caused by flexural slip folding are found in the host units. A major feature of the mine area is the North Break, a zone of alteration within the bedding of the lower portion of the T6 unit, a section rich in stromatolite beds.

This zone, which is a major aquifer (and palaeo-aquifer), is recognisable at surface from 3 km to the west to 1 km to the east of the mine area as a discontinuous horizon of siliceous, ferruginous, calcitic and manganiferous dolomite which in many places contains secondary Cu, Pb, Zn and V minerals.

The main rock types within the pipe are as follows:

• o Feldspathic Sandstone which in part transgressively fills the pipe, is composed of a light to medium grey variety that petrographically and chemically resembles certain arenaceous facies of the Tschudi Formation of the overlying Mulden Group. Typically it consists of an equigranular clastic aggregate of angular to well rounded quartz and feldspar grains, usually with very little matrix. Shungitic carbon (an anthracite like pyro-bitumen) has been emplaced in part, resulting in darkening of the rock. The feldspathic sandstone has also penetrated the North Break having been found up to 300 m from the intersection with the pipe. Historically, because of the transgressive mode of its occurrence, the feldspathic sandstone has been regarded as an igneous rock and termed an aplite or pseudo-aplite. Petrographic work however indicates that it is a sediment and probably belongs to the Tschudi Formation that has flowed into a large solution collapse/dewatering structure in the unconformably underlying carbonates of the Tsumeb Subgroup.
• o Dark Dolomite Breccia and Dolomite Breccia the Dark Dolomite Breccia first appears at the 21 level at the change in plunge of the orebody pipe and persists to near the 28 level where it grades into the Dolomite Breccia. The Dark Dolomite Breccia consists of clasts which may be identified with lithologies cut by the pipe higher in the mine. For instance where it cuts the T6 unit, the T7 are evident, while where it cuts T5 the clasts are of T6 and lesser T7, while a clast of oolitic chert of the type found at the top of the T8 unit occurs 1000 m below that unit on the 40 level where the pipe cuts the T5 unit.
• o Calcitisation first appears on 20 level where it occurs in small areas, but increases to become more prominent by 24 level. Calcitisation is a replacement process which was initiated prior to the introduction of the ore and has affected dolomite, dolomite breccia and feldspathic sandstone.

• o Marble Breccia where calcitisation is most intense on the 34 level, the entire core of the pipe has been thoroughly altered to a coarsely crystalline, grey, calcitic rock which is in places ferruginous and has locally also been bleached. The resultant rock has been termed Marble Breccia. The breccia clasts are composed of foliated, crystalline and calcitised grey dolomite, together with subordinate grey chert and unaltered dolomite. The matrix is as described for the calcitised dolomite above.

• o Silicification which is observed from 26 level downward, is restricted to the southern margin of the ore zone to 34 level, but intensifies and becomes more widespread deeper down until it dominates.

• o Silica Dolomite comprises dolomite or dolomite breccia of which more than 40% has been reconstituted by siliceous alteration. All silica-dolomite development is below the North Break. Within the silica-dolomite breccias there is a variety of results of the alteration, ranging from large white crystalline interclast siliceous veins, to pink silicification of clasts. In places there is a strong sharply defined breccia texture, while elsewhere there are only diffuse boundaries between the matrix and clasts. In general the clasts predominate, while in places massive sulphides rim the silicified clasts.

The principal primary sulphide minerals at Tsumeb are galena, tennantite, sphalerite, chalcocite, enargite and bornite, with lesser chalcopyrite, germanite and renierite. Pyrite is widespread, normally in small amounts. Supergene chalcocite, djurleite, digenite and covellite are important in the upper section of the mine, while the same minerals are present in a lower oxidation zone between 24 and 38 levels. A large number of sulphides and sulpho-salts occur as erratic traces throughout the deposit. Limited amounts of nonmetallic gangue minerals are present, principally calcite, quartz and dolomite and rarely barite and fluorite. Some 213 minerals are recorded in the mine, for 40 of which it is the type locality.

There are four types of mineralisation present, as follows:

• Massive Peripheral Ore these complex Pb, Zn and Cu ores contain up to 40% total metal. Massive ore from the surface to 20 level is typically concentrated peripheral to feldspathic sandstone, reaching its maximum lateral extent in adjoining dolomite breccia. This ore is generally present as medium to coarse grained sulphides, comprising variable amounts of galena and sphalerite, together with tennantite, enargite (in the upper sections of the mine), bornite and chalcocite.
• Manto Ore this comprises wing like appendages to the massive peripheral ore that are present between the 26 and 30 levels on the southern and northern side of the main pipe. Most of these very rich concordant to sub-concordant lenses occur near the base of the T6 unit in which many stromatolitic beds are located. Most of the manto ores are present over the whole strike of the orebody and are often very rich.

The S95 Manto for instance had 75 000 t @ 23% Cu. On the southern side of the pipe the manto ores are generally bornite, chalcocite, djurleite, tennantite, galena and sphalerite, except for the S95 which is mainly chalcocite. On the northern side they comprise galena and sphalerite with subordinate tennantite. As with the massive ores, textures strongly indicate a replacive nature.

• Disseminated and Stringer Ores these ores are hosted by feldspathic sandstone, unaltered to altered bedded dolomite and by various dolomite breccias. The disseminated ore is most commonly within feldspathic sandstone with the equigranular sulphides evenly scattered, preferentially replacing feldspar. Bornite, chalcocite and tennantite are dominant, galena is scarce and sphalerite is rare. Discontinuous Cu rich veins are also present in the feldspathic sandstone, and where replacement is more advanced, the disseminated and stringer mineralisation grades into massive ore.
• Oxide Ores these are present in the upper zone of supergene enrichment in the upper parts of the mine and in a zone of 'oxidation' from the 24 to 38 levels.

The Tsumeb ore deposit contained: 27 Mt @ 4.3% Cu, 10% Pb, 3.5% Zn, 95 g/t Ag (historic production).

MINERALISATION AND EXPLORATION POTENTIAL

Deblin Copper Mine

A large concrete lined shaft collar is located at the site. The shaft is reported to have reached 52m in depth. A crosscut was then driven northward from the shaft to access the ore body. The mine is reported to have been closed due to flooding. Given the size of the shaft and the evidence of infrastructure at the site, Deblin must have been a relatively large operation. There are a number of resource figures and drill intercepts reported from the area although none of these can be confirmed by hard data.

The Deblin Copper Mine is located at the western end of a copper trend copper trend marked by numerous occurrences of outcropping mineralisation. The trend runs for approximately 18km east west and possibly only terminates due to bedrock disappearing under soil cover at each end. There is potentially a broader regional copper trend, which extends about 3km further north and as far east as Skoll, incorporating two of Doug Haynes' redox boundary copper targets and the Elefantenberg Prospect.

Mineralisation at Deblin is reported to be more or less stratabound, associated with the contact between mafic volcanics and dolomites. It is believed there may be a VMS type association here, which has significant implications for future exploration. However, we need to do more work to confirm the target style.

VMS style copper targets can often be effectively detected using modern electrical techniques such as VTEM. VTEM is a time domain airborne technique conducted with the use of a reasonably large helicopter such as Squirrel B3. Surveys are generally flown at 200m line spacing and cost approximately \$200 per line km for a survey over 100 line km.

Neuwerk

Outcropping shales, grits and marls outcrop at the prospect locality. The rocks are strongly bedded, striking at 285 and dipping -47 to the south. The prospect appears to be centred on a weakly mineralised shale unit about 5m thick. The unit is iron stained and contains coarse grained, cubic, disseminated pyrite. No other sulphides were observed.

The contact of interest between episodite and dolomite may however be on the northern side of the hill. We only visited the southern side. The area will be revisited on the northern side and see if any evidence of the reported drilling and mineralisation can be found.

REFERENCES

Kamona A F, Leveque J, Friedrich G, Haack U, 1999 - Lead isotopes of the carbonate-hosted Kabwe, Tsumeb, and Kipushi Pb-Zn-Cu sulphide deposits in relation to Pan African orogenesis in the Damaran-Lufilian Fold Belt of Central Africa: in Mineralium Deposita v34 pp 273-283

Lombaard A F, Gunzel A, Innes J, Kruger T L, 1986 - The Tsumeb lead-copper-zinc-silver deposit, south west Africa/Namibia: in Anhaeusser C R, Maske S, (Eds.), 1986 Mineral Deposits of South Africa Geol. Soc. South Africa, Johannesburg v2 pp 1761-1787

VALUATION ASSESSMENT

The Oshivela Copper Project includes some old workings at Deblin Copper Mine and geologically interesting outcrops occur at Neowerk. The Project is prospective for both copper and vanadium mineralisation.

When a resource or defined body of mineralisation has been outlined and its economic viability has still to be established (i.e. there is no ore reserve) then a Comparable Transactions approach is usually applied, often stated as a percentage of metal value. This can be applied to Mineral Resource estimates and Exploration Targets in accordance with the JORC code with appropriate discounts for risk in the different categories.

With gold projects the method requires allocating a dollar value to resource ounces of gold in the ground. This may also apply to well established zones of mineralisation which have not formally been categorised under the JORC code. An additional risk weighting may be appropriate in these circumstances.

A similar approach can be taken with other metals including copper or base metals sold on the spot market and benchmarks are similar to gold properties. Value is estimated as a percentage of contained value once appropriate discounts for uncertainty relating to resource categorisation are taken into account.

The Oshivela Project is an advanced exploration project. Several methods of valuation are available for such projects where a Mineral Resource has not yet been estimated in accordance with the JORC code. These include the use of valuations based on past exploration expenditure and valuations based on perceived prospectivity.

Exploration projects can be extremely variable and the use of comparable transactions is unlikely to produce a statistical spread of values for "similar" projects. This method can be used where a Mineral Resource has been estimated. The Prospectivity Exploration Multiplier (PEM) is based on past expenditure while the Kilburn Geoscience Rating is based on opinions of the prospectivity hence tenements can have marked variation in value between the methods.

The 'Geoscientific Rating' method of valuation for exploration tenements is the preferred valuation method for the Company's current tenements as it focusses on the prospectivity of the area.

The Geoscientific Rating method systematically assesses and grades of four key technical attributes of a tenement to arrive at a series of multiplier factors. The Basic Acquisition Cost (BAC) is the important input to the method and it is calculated by summing the application fees, annual rent, work required to facilitate granting (e.g. native title, environment etc) and statutory expenditure for a period of 12 months. This is usually expressed as average expenditure per square kilometre. Equity and grant status are also taken into account. Each factor then multiplied serially to the BAC. The 'Base Value is multiplied by the prospectivity rating (the assessment of prospectivity factors multiplied together) to establish the overall technical value of each mineral property.

Where exploration has produced documented results a PEM can be derived which takes into account the valuer's judgment of the success of the previous exploration techniques and results.

Paragraph 65 of RG 111 discusses a preference for the use of more than one valuation methodology. In the absence of a resource estimate in accordance with the JORC code an alternative method to the Geoscientific Rating method might consider past expenditure on the tenements and the uplift of value provided by encouraging result.

Past expenditures for the Company's current tenements are not available from the previous explorers over the duration of modern exploration and reliance is mainly placed on the Geoscientific method.

GEOSCIENTIFIC RATING METHOD

BASE VALUE

This represents the exploration cost for the current period of the tenements. The current Base Acquisition Cost (BAC) for exploration projects is considered to be the average expenditure for Exploration Licences in Western Australia. Exploration Licences attract a minimum annual expenditure for the first three years of \$1000 per block and annual rent of \$113.5 per block. A 15% administration fee is taken into account to imply a BAC of \$410 to \$450 per square kilometre. More mature tenements are escalated in proportion to the increase in rent for years 4 to 5 and year 6 and over. The BAC has been increased by ~50% in line with the increases in Rent requirements as set out in the DMP Schedule of Fees (i.e \$113.50 per block for years 1 to 3 and \$176.50 per block for years 5 and 6). The rounded BAC is estimated at \$620 to \$680 for the more mature tenements. . Exploration Licences are subject to a minimum expenditure of \$20,000 and a BAC of \$20,000 to \$25,000 is applied if appropriate.

Western Australia Expenditure Commitments
Tenure	Maturity	Low	High
Exploration Licence	Years 1 to 3	410	450
Exploration Licence	Years 4 to 5	620	680
Minimum Expenditure		20,000	25,000
Prospecting Licences	All years	4,900	5,400
Mining Lease	All Years	13,200	14,500

The Namibian tenement is mature with exploration extending over five years. More than 20 targets have been identified by a variety of exploration methods including historic drill results and old production record. A BAC of \$620 to \$680 per square kilometres has been used to reflect the maturity of the Exclusive Prospecting Licence.

The Company has 100% equity in the three tenements.

Base Value = [Area]*[Grant Factor]*[Equity]*[Base Acquisition Cost]

Golden Deeps Ltd Tenement Factors
Tenement	Location	Project	Equity	Km2	Status		BAC
						Low	High
EPL 3743	Namibia	Askevold	100%	239.13	Granted	620	680
EPL 3744	Namibia	Berg Aukas	100%	18.61	Granted	620	680
EPL 3745	Namibia	Jagersquell	100%	192.59	Granted	620	680
Total				450.32

PROSPECTIVITY ASSESSMENT FACTORS

A detailed assessment of the prospectivity of tenements was carried out. The geoscientific rating chosen for each element are included in the following table.

This includes a consideration of

• Regional mineralization, old and current workings and the validity of conceptual models.
• Local mineralization within the tenements and the application of conceptual models within the tenements.
• Identified anomalies warranting follow up within the tenements.
• The proportion of structural and lithological settings within the tenements and difficulty encountered by cover rocks and other factors.

	KILBURN RATING CRITERIA - SIMPLIFIED
Rating	Off Site Factor	On Site Factor	Anomaly Factor	Geological Factor
1	Indications of Prospectivity	Indications of Prospectivity	No targets outlined	Generally favourable geological environment
2	Resource targets Identified	Targets identified with successful early drilling	Exposure of mineralised zones or surface drilling (RAB)	Generally favourable lithology with structures or exposures of mineralised zones
3	Along Strike or adjacent to known mineralization	Grade intercepts on adjacent sections - Exploration Targets Estimated from sound evidence	Significant grade intercepts not yet linked on cross and long sections	Significant mineralised zones exposed in prospective host rocks
4		Inferred Resource identified not yet estimated	Grade intercepts on adjacent sections

Assessments in each category are based on a set scale (see above and appendix) and are multiplied together to arrive at a "prospectivity index".

Prospectivity Index = [Off Site Factor]*[On Site Factor]*[Anomaly Factor]*[Geology Factor]

Golden Deeps Ltd
Prospectivity Factors
Project		State	Tenement ID		Off Site		On Site		Anomaly		Geology
				Low	High	Low	High	Low	High	Low	High
	0	0	0
EPL 3743		Namibia	Askevold	2.50	2.60	3.00	3.10	2.00	2.10	1.50	1.60
EPL 3744		Namibia	Berg Aukas	2.00	2.10	2.00	2.10	1.50	1.60	1.50	1.60
EPL 3745		Namibia	Jagersquell	2.00	2.10	2.00	2.10	1.50	1.60	1.50	1.60

TECHNICAL VALUE

An estimate of technical value has been compiled for the tenements based on the base acquisition cost, area, grant status, equity and ratings for prospectivity.

Technical Value = [Base Value]*[Prospectivity Index]

Golden Deeps Ltd Technical Value
Prospect Name	State	Tenement		Technical Value
			Low	High	Preferred
EPL 3743	Namibia	Askevold	3,336,000	4,404,000	3,853,000
EPL 3744	Namibia	Berg Aukas	180,000	282,000	228,000
EPL 3745	Namibia	Jagersquell	1,075,000	1,478,000	1,270,000
			4,591,000	6,164,000	5,351,000

MARKET VALUE

In arriving at a fair market value for a particular exploration tenement, I have considered the current market for exploration properties in Australia and overseas. It is considered appropriate to apply a small to medium market premium to the technical value of the exploration potential of the tenements.

The current market value for mineral projects in Namibia is considered to be mildly buoyant and a base market factor of 15% to 20% has been applied to the basic technical value.

The government in Namibia is based on a constitutional republic framework which means, the head of state is a representative of the people chosen by the people and is bound to govern by constitutional law. Namibia's economic freedom score is 62.7, making its economy the 73rd freest in the 2011 Index. Namibia ranks 4th out of 46 countries in Sub-Saharan Africa region. Namibia's overall score is lower than the global and regional averages, making it the least free in terms of business.

The Corruption Perceptions Index (CPI) is a survey to measure the perceived level of corruption across countries worldwide. Namibia is ranked 56th on this list indicting the corruption levels in the public departments is moderate.

No additional risk adjustments to the market factor were considered necessary for the Namibian tenements. An allowance for the pending renewal was included in the Base Value estimate. Country risk is considered to be low to moderate.

Golden Deeps Ltd Market Value
Prospect Name	State	Tenement		Market Value
			Market Factor		Low	High	Preferred
0
EPL 3743	Namibia	Askevold	115.0%	120.0%	3,836,000	5,285,000	4,560,500
EPL 3744	Namibia	Berg Aukas	115.0%	120.0%	207,000	338,000	272,500
EPL 3745	Namibia	Jagersquell	115.0%	120.0%	1,236,000	1,774,000	1,505,000
					5,279,000	7,397,000	6,338,000

Market Value = [Technical Value]*[Adjusted Market Factor]
-----------------------------------------------------------	--

VALUATION OPINION

In this report, I have systematically established the value of the mineral assets as at 1 May 2012.

	Low, \$m	High, \$m	Preferred, \$m
Oshivela Project	5.28	7.40	6.34

Based on an assessment of the factors involved I estimate the value for the Current project areas is in the range A\$5.3 million to A\$7.4 million with a preferred value of A\$6.3 million.

There is a preference for the use of more than one valuation methodology for the same tenements expressed in Paragraph 65 of Regulatory Guide 111. In the absence of a resource estimate in accordance with the JORC code at Oshivela an alternative method to the Geoscientific Rating method might consider past expenditure on the tenements and the uplift of value provided by encouraging result.

Complete records of past expenditure for the Askevold Project are not available from the previous explorers. The project has been extensively explored in the past with mapping, satellite imagery, geophysics, surface geochemistry and historical drilling form part of the data base. Mining has been carried out on the property in the past.

It is not considered unreasonable to suggest that the current value of these work elements would exceed \$3.0 to \$3.5 million if carried out in the current market. This is considered highly speculative (but plausible) and the successful results of the work indicate that detailed drilling has defined targets with potential economic interest with the potential to contain medium sized deposits and small Inferred Resources may be estimated. This would attract a Prospectivity Enhancement Multiplier of 1.75 to 2.0 and suggest a market value in the range \$5 million to \$7 million.

PEM Range	Criteria
1.3 – 1.5	Exploration has considerably increased the prospectivity (geological mapping, geochemical or geophysical)
1.5 – 2.0	Scout Drilling has identified interesting intersections of mineralization
2.0 – 2.5	Detailed Drilling has defined targets with potential economic interest.
2.5 – 3.0	A resource has been defined at Inferred Resource Status, no feasibility study has been completed

APPENDIX

MINERAL ASSETS VALUATION METHODOLOGY FOR EXPLORATION TENEMENTS

FAIR MARKET VALUE OF MINERAL ASSETS

Mineral assets include, but are not limited to, mining and exploration tenements held or acquired in connection with the exploration, the development of, and the production from those tenements together with all plant, equipment and infrastructure owned or acquired for the development, extraction and processing of minerals in connection with those tenements.

	Mineral assets classification
Exploration areas	Mineralization may or may not have been identified, but where a mineral resource has not been defined.
Advanced exploration areas	Mineral resources have been identified and their extent estimated (possibly incompletely). This includes properties at the early stage of assessment.
Pre-development projects	A positive development decision has not been made. This includes properties where a development decision has been negative, properties on care and maintenance and properties held on retention titles.
Development projects	Committed to production, but which, are not yet commissioned or not initially operating at design levels.
Operating Mines	Mineral properties, particularly mines and processing plants, which have been fully commissioned and are in production.

The fair market value of a mineral asset is the estimated amount of money or the cash equivalent or some other consideration for which the mineral asset should change hands between a willing buyer and a willing seller in an arm's length transaction. Each party is assumed to have acted knowledgeably, prudently and without compulsion.

The value of a mineral asset usually consists of two components,

• The underlying or Technical Value which is an assessment of a mineral asset's future net economic benefit under a set of appropriate assumptions, excluding any premium or discount for market, strategic or other considerations.
• The Market Component, which is a premium relating to market, strategic or other considerations which, depending on circumstances at the time, can be either positive, negative or zero.

When the technical and market components of value are combined the resulting value is referred to as the market value. A consideration of country risk should also be taken into account for overseas projects.

The value of mineral assets is time and circumstance specific. The asset value and the market premium (or discount) changes, sometimes significantly, as overall market conditions, commodity prices, exchange rates, political and country risk change.

REGULATORY AUTHORITIES

Mineral asset valuations are governed by the VALMIN code and ASIC Practice Note 43 in Australia and by the CIMVAL code, NI43-101 and TSXV Appendix 3G in Canada

THE VALMIN CODE

The four main requirements of the VALMIN Code are

Transparency The report needs to explain how the valuation was done and the assumptions used in calculating the value. The objective is to provide sufficient information that other people can come up with the same answer.

Materiality This means the valuer has to ensure that all important data that could have a significant impact on the valuation is included in the report.

Competence The valuer must be competent at doing valuations. The person needs to be an expert in the particular exploration target being evaluated. Typically the person needs at least 5 years' experience in that commodity.

Independence. The valuer must act in a professional manner and not favour the buyer or the seller. In other words the price must be set at a "fair market value". To achieve independence, the valuer must not receive any special benefit from doing the study.

The decisions as to the valuation methodology or methodologies to be used and the content of the Report are solely the responsibility of the Expert or Specialist whose decisions must not be influenced by the Commissioning Entity. The Expert or Specialist must state the reasons for selecting each methodology used in the Report. Methods chosen must be rational and logical and be based upon reasonable grounds.

The Expert or Specialist should make use of valuation methods suitable to the Mineral or Petroleum Assets or Mineral or Petroleum Securities under consideration. Selection of the appropriate valuation method will depend on, inter alia:

• (a) the purpose of the Valuation;
• (b) the development status of the Mineral or Petroleum Assets;
• (c) the amount and reliability of relevant information;
• (d) the risks involved in the venture; and
• (e) the relevant market conditions for commodities and/or shares.

The Expert or Specialist should choose, discuss and disclose the selected valuation method(s) appropriate to the Mineral or Petroleum Assets or Mineral or Petroleum Securities under consideration, stating the reasons why the particular valuation method(s) have been selected in relation to those factors set out in Paragraph 39 and to the adequacy of available data. It may also be desirable to discuss why a particular valuation method has not been used. The disclosure should give a sufficient account of the valuation method(s) used so that another Expert could understand the procedure used and assess the Valuation. Should more than one valuation method be used and different valuations result, the Expert or Specialist should comment on the reason(s) for selecting the Value adopted.

Australian Securities and Investment Commission – Regulatory Guides RG111 and RG112

It is not the ASIC's role or intention to limit the expert's exercise of skill and judgment in selecting the most appropriate method or methods of valuation. However, it is appropriate for the expert to consider:

• (a) the discounted cash flow method;
• (b) the amount which an alternative acquirer might be willing to offer if all the securities in the target company were available for purchase;

The ASIC does not suggest that this list is exhaustive or that the expert should use all of the methods of valuation listed above. The expert should justify the choices of valuation method and give a sufficient account of the method used to enable another expert to replicate the procedure and assess the valuation. It may be appropriate for the expert to compare the figures derived by more than one method and to comment on any differences.

The complex valuations in an expert's report necessarily contain significant uncertainties. Because of this an expert who gives a single point value will usually be implying spurious accuracy to his or her valuation. An expert should, however, give as narrow a range of values as possible. An expert report becomes meaningless if the range of values is too wide. An expert should indicate the most probable point within the range of values if it is feasible to do so.

The expert should carry out sufficient enquiries or examinations to establish reasonable grounds for believing that any profit forecasts, cash flow forecasts and unaudited profit figures that are used in the expert's report, and have been prepared on a reasonable basis. If there are material variations in method or presentation the expert should adjust for or comment on them in the report.

The expert should discuss the implications to his or her valuation if:

• (a) the current market value of the subject of the report is likely to change because of market volatility (for example, boom or depression); or
• (b) the current market value differs materially from that derived by the chosen method.

VALUATION METHODOLOGY FOR EXPLORATION TENEMENTS

Valuation of exploration properties is exceptionally subjective. If an economic resource is subsequently identified then a new valuation will be dramatically higher, or alternatively if expenditure of further exploration dollars is unsuccessful then it is likely to decrease the value of the Tenements. There are a number of generally accepted procedures for establishing the value of exploration properties and, where relevant, the use of more than one such method to enable a balanced analysis and a check on the result has been undertaken. The value will always be presented as a range with the preferred value identified. The preferred value need not be the median value, and will be determined by the Independent Expert based on his experience.

The Independent Expert, when determining a value for a mineral asset, must assess a range of technical issues prior to selection of a valuation methodology. Often this will require seeking advice from a specialist in specific areas. The key issues are:

• geological setting and style of mineralization
• level of knowledge of the geometry of mineralization in the district
• mining history, including mining methods
• location and accessibility of infrastructure
• milling and metallurgical characteristics of the mineralization
• results of exploration including geological mapping, costeaning and drilling of interpretation of geochemical anomalies
• parameters used to identify geophysical and remote sensing data anomalies
• location and style of mineralization identified on adjacent properties
• appropriate geological models

In addition to these technical issues the Independent Expert needs to make a judgement about the market demand for the type of property, commodity markets, financial markets and stock markets. The technical value of a property should not be adjusted by a "market factor" unless there is a marked discrepancy between the technical value and the market value. When this is done the factor should be clearly identified.

Where there are identified reserves it is appropriate to use financial analysis methods to estimate the net present value (NPV) of the properties. This technique has deficiencies which include assessment of only a very narrow area of risk, namely the time value of money given the real discount rate, and the underlying assumption that a static approach is applicable to investment decision making, which is clearly not the case.

When assessing value of exploration properties with no identified mineral resources or only inferred resources it is inappropriate to prepare any form of financial analysis to determine the net present value. The valuation of exploration tenements or licences, particularly those without identified resources, is highly subjective and a number of methods are appropriate to give a guide as discussed below.

All of these valuation methods are relatively independent of the location of the mineral property. Consequently the valuer will make allowance for access to infrastructure etc when choosing a preferred value. It is observed that the Prospectivity Exploration Multiplier (PEM) is heavily based on the expenditure, while the Kilburn Geoscience Rating (Kilburn) is more heavily based on opinions of the prospectivity hence tenements can have marked variation in value between the methods. If the Kilburn assessment is high and the PEM is low it indicates effective well focussed exploration, if the Kilburn is low and the PEM high it suggests that the tenement is considered to have lower prospectivity.

PROSPECTIVITY ENHANCEMENT MULTIPLIER (PEM) OR MULTIPLE OF EXPLORATION EXPENDITURE (MEE)

Past expenditure on a tenement and/or future committed exploration expenditure can establish a base value from which the effectiveness of exploration can be assessed. Where exploration has produced documented results a PEM can be derived which takes into account the valuer's judgment of the prospectivity of the tenement and the value of the database.

PEM Range	Criteria
0.2 – 0.5	Exploration (past and present) has downgraded the tenement prospectivity, no mineralization identified
0.5 – 1.0	Exploration potential has been maintained (rather than enhanced) by past and present activity from regional mapping
1.0 – 1.3	Exploration has maintained, or slightly enhanced (but not downgraded) the prospectivity
1.3 – 1.5	Exploration has considerably increased the prospectivity (geological mapping, geochemical or geophysical)
1.5 – 2.0	Scout Drilling has identified interesting intersections of mineralization
2.0 – 2.5	Detailed Drilling has defined targets with potential economic interest.
2.5 – 3.0	A resource has been defined at Inferred Resource Status, no feasibility study has been completed
3.0 – 4.0	Indicated Resources have been identified that are likely to form the basis of a prefeasibility study
4.0 – 5.0	Indicated and Measured Resources have been identified and economic parameters are available for assessment.

PEM Factors Used in this valuation method

Future committed exploration expenditure is discounted to 60% by some valuers to reflect the uncertainty of results and the possible variations in exploration programmes caused by future undefined events. Expenditure estimates for tenements under application are often discounted to 60% of the estimated value by some valuers to reflect uncertainty in the future granting of the tenement. The PEM Factors are defined in the table.

GEOSCIENTIFIC RATING METHOD

Valuation is based on a calculation in which the geological prospectivity, commodity markets, financial markets, stock markets and mineral property markets are assessed independently. The Kilburn method is essentially a technique to define a value based on geological prospectivity. The method appraises a variety of mineral property characteristics:

• location with respect to any off-property mineral occurrence of value, or favourable geological, geochemical or geophysical anomalies;
• location and nature of any mineralization, geochemical, geological or geophysical anomaly within the property and the tenor of any mineralization known to exist on the property being valued;
• number and relative position of anomalies on the property being valued;
• geological models appropriate to the property being valued.

The Method systematically assesses and grades these four key technical attributes of a tenement to arrive at a series of multiplier factors. The Basic Acquisition Cost (BAC) is the important input to the Kilburn Method and it is calculated by summing the application fees, annual rent, work required to facilitate granting (e.g. native title, environment etc) and statutory expenditure for a period of 12 months.

Exploration Licences attract a minimum annual expenditure for the first three years of \$1000 per block and annual rent of \$113.5 per block. A 15% administration fee is taken into account to imply a BAC of \$410 to \$450 per square kilometre. More mature tenements are escalated in proportion to the increase in rent for years 4 to 5 and year 6 and over.

Maturity	Low	High
Years 1 to 3	410	450
Years 4 to 5	620	680
Year 6 on	1,240	1,360
All years	4,900	5,400
All Years	13,200	14,500

Western Australia Expenditure Commitments

The multipliers or ratings and the criteria for rating selection across these 6 factors are summarised in the following table.

			KILBURN GEOSCIENTIFIC RATING CRITERIA - MODIFIED
	Rating	Address - Off Property	Mineralization - On Property	Anomalies	Geology
Low	0.5	Very little chance of mineralization, Concept unsuitable to environment	Very little chance of mineralization, Concept unsuitable to environment	Extensive previous exploration with poor results - no encouragement	Generally Unfavourable lithology
Average	1	Indications of Prospectivity, Concept validated	Indications of Prospectivity, Concept validated	Extensive previous exploration with encouraging results - regional targets	Deep alluvium Covered Generally favourable geology
	1.5	RAB Drilling with some scattered results	Exploratory sampling with encouragement, Concept validated	Several early stage targets outlined from geochemistry and geophysics	Shallow alluvium Covered Generally favourable geology (50-60%)
	2	Significant RC drilling leading to advance project status	RAB &/or RC Drilling with encouraging intercepts reported	Several well defined surface targets with some RAB drilling	Exposed favourable lithology (60-70%)
	2.5	Grid drilling with encouraging results on adjacent sections	Diamond Driing after RC with encouragement	Several well defined surface targets with encouraging drilling results	Strongly favourable lithology (70-80%)
High	3	Resource areas identified	Advanced Resource definition drilling - early stage	Several significant subeconomic targets - no indication of volume	Highly prospective geology (90 - 100%)
	3.5	Along strike or adjacent to known mineralization at Pre-Feasibility Stage	Resource areas identified	Subeconomic targets of possible significant volume - early stage drilling
	4	Along strike or adjacent to Resources at Definitive Feasibility Stage	Along strike or adjacent to known mineralization at Pre-Feasibility Stage	Marginal economic targets of significant volume - advanced drilling
	4.5	Along strike or adjacent to Development Stage Project	Along strike or adjacent to Resources at Definitive Feasibility Stage	Marginal economic targets of significant volume - well drilled at Inferred Resource srage
Very High	5	Along strike or adjacent to Operating Mine	Along strike or adjacent to Development Stage Project	Several significant ore grade correlatable intersections with estimated resources

Estimate of project value is carried out on a tenement by tenement basis and uses four calculations as shown mellow.

Base Value = [Area]*[Grant Factor]*[Equity]*[Base Acquisition Cost] Prospectivity Index = [Off Site Factor]*On Site Factor]*[Anomaly Factor]*[Geology Factor] Technical Value = [Base Value]*[Prospectivity Index] Market Value = [Technical Value]*[Adjusted Market Factor]

VALUATION OF RESOURCES BY COMPARABLE TRANSACTIONS

If a property in the recent past was the subject of an arms-length transaction, for either cash or shares (i.e. from a company whose principal asset was the mineral property) then this forms the most realistic starting point, provided that the deal is still relevant in today's market. Complicating matters is the knowledge that properties rarely change hands for cash, except for liquidation purposes, estate sales, or as raw exploration property when sold by an individual prospector, or entrepreneur.

Any underlying royalty or net profits interests or rights held by the original vendor of the claims should be deducted from the resultant property value before determination of the company's interest. Also, reductions in value should be made where environmental, legal or political sensitivities could seriously retard the development of exploration properties.

It should be noted again that exploration is cyclical, and in periods of low metal prices there is often no market, or a market at very low prices, for ordinary exploration acreage (inventory property) unless it is combined with a significant mineral deposit, or with other incentives.

Truly Comparable Transactions are rare for early stage properties without defined drill targets. This is natural in a recession, as companies focus on brownfields exploration. Inflated prices paid for property in fashionable areas should not be discounted because they reflect the true market value of a property at the transaction date. If however, the market sentiment is not so buoyant then adjustments must be made.

When only a resource or defined body of mineralisation has been outlined and its economic viability has still to be established (i.e. there is no ore reserve) then a Comparable Transactions approach is usually applied, often stated as a percentage of metal value. This can be applied to Mineral Resource estimates and Exploration Targets in accordance with the JORC code with appropriate discounts for risk in the different categories.

Resource Category Discounts
Measured Resource	80%
Indicated Resource	70%
Inferred Resource	60%
Exploration Target	50%

With gold projects the method requires allocating a dollar value to resource ounces of gold in the ground. This may also apply to well established zones of mineralisation which have not formally been categorised under the JORC code. An additional risk weighting may be appropriate in these circumstances.

The dollar value must take into account a number of aspects of the resources including:

• The confidence in the resource estimation (the JORC Category).
• The quality of the resource (grade and recovery characteristics)
• Possible extensions of the resource in adjacent areas
• Exploration potential for other mineralisation within the tenements
• Presence and condition of a treatment plant within the project
• Proximity of toll treatment facilities, infrastructure, development and capital expenditure aspects

A similar approach can be taken with other metals including uranium or base metals sold on the spot market and benchmarks are similar to gold properties. Value is estimated as a percentage of contained value once appropriate discounts for uncertainty relating to resource categorisation are taken into account.

Iron Ore Mining and Processing DiscountsResource
Recovery	88.0%
Mining	90.0%
Processing	80.0%
Rail	80.0%
Port	70.0%
Capex	70.0%
Marketing	85.0%
Total Operating Discount	21.1%

Comparative transactions in the gold industry over the last 20 years

The AAC for gold projects lies in the range of 2% to 5%. The data set does not differentiate between resource categories and it is implicit that this has been taken into account with risk related discounts. Information on sales internationally has shown a pattern for 'Apparent Acquisition Cost' (AAC) over the last twenty years as shown in the following table.

Dollar per Ounce for International Gold Sales (AUD)

		AAC Percentiles
Percentile	10%	25%	50%	75%	90%
AAC	2.20%	2.63%	3.00%	3.35%	3.89%

VALUATION REFERENCES

AusIMM, (2004), "Australasian Code for Reporting of Mineral Resources and Ore Reserves (JORC Code), prepared by the Joint Ore Reserves Committee (JORC) of the AusIMM, the Australian Institute of Geoscientists (AIG) and the Minerals Council of Australia (MCA)", (The JORC Code) effective December 2004.

AusIMM. (2005), "Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (the VALMIN Code)" 2005 Edition

AusIMM, (1998), "Valmin 94 – Mineral Valuation Methodologies"

Barnett, D W and Sorentino, C, 1994. Discounted cash flow methods and the capital asset pricing model, in Proceedings Mineral Valuation Methodologies 1994 (VALMIN '94) pp 17-35 (The Australasian Institute of Mining and Metallurgy: Melbourne).

CANADIAN INSTITUTE OF MINING, METALLURGY AND PETROLEUM, (2000), "CIM Standards on Mineral Resources and Reserves-Definitions and Guidelines". Prepared by the CIM Standing Committee On Reserve Definitions. Adopted by CIM Council August 20, 2000.

CIM, (April 2001), "CIM Special Committee on Valuation of Mineral Properties (CIMVAL)" Discussion paper

CIM, (2003) – "Standards and Guidelines for Valuation of Mineral Properties. Final Version, February 2003" Special Committee of the Canadian Institute of Mining, Metallurgy and Petroleum on Valuation of Mineral Properties (CIMVAL)

Goulevitch J and Eupene G S; 1994; Geoscience rating for valuation of exploration properties – applicability of the Kilburn Method in Australia and examples of its use; Proceedings of VALMIN 94; pages 175 to 189; The Australasian Institute of Mining and Metallurgy, Carlton, Australia.

Kilburn, LC, 1990, "Valuation of Mineral Properties which do not contain Exploitable Reserves" CIM Bulletin, August 1990.

Lawrence, M.J, 2007. Valuation methodology for Iron Ore Mineral Properties – thoughts of an Old Valuer: Iron ore Conference, Perth WA, 20 – 22 August 2007

Rudenno, (1998), "The Mining Valuation Handbook"

APPENDIX 3B

Huab Valuation

Malcolm Castle Agricola Mining Consultants Pty Ltd P.O. Box 473, South Perth, WA 6951

Phone: 61 (8) 9474 9351 Mobile: 61 (4) 1234 7511 Email: mjcastle@castleconsulting.com.au ABN: 84 274 218 871

1 May 2012

The Directors RSM Bird Cameron Corporate Pty Ltd 8 St Georges Terrace Perth WA 6000

Dear Sirs,

Re: INDEPENDENT VALUATION OF THE HUAB ENERGY PROJECT

IN NORTHEASTERN NAMIBIA

I have been commissioned by RSM Bird Cameron Corporate Pty Ltd ("RSM") to provide a Mineral Asset Valuation Report ("Report") of the of the Huab Energy Project in Namibia. RSM has been engaged by the Directors of Golden Deeps Ltd ("Golden Deeps" or "the Company") to prepare an Independent Expert's Report ("IER"). RSM are to prepare an IER stating whether, in the expert's opinion, the proposed transactions are fair and reasonable to the non-associated Shareholders. This valuation report on mineral assets will form part of the RSM's IER.

This report serves to comment on the geological setting and exploration results on the properties and presents a technical and market valuation for the exploration assets based on the information in this Report.

The present status of the tenements listed in this report is based on information provided by the Company and is set out in the Tenement Schedule. The Report has been prepared on the assumption that the tenements are lawfully accessible for evaluation. Details in respect to the legal status and tenure of the tenements in Western Australia comprising the Project were reviewed from the Department of Mines and Petroleum database.

DECLARATIONS

Relevant codes and guidelines

This report has been prepared as a technical assessment and valuation in accordance with the Code for Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (the "VALMIN Code"), which is binding upon Members of the Australasian Institute of Mining and Metallurgy ("AusIMM") and the Australian Institute of Geoscientists ("AIG"), as well as the rules and guidelines issued by the Australian Securities and Investments Commission ("ASIC") and the ASX Limited ("ASX") which pertain to Independent Expert Reports (Regulatory Guides RG111 and RG112).

Where mineral resources have been referred to in this report, the classifications are consistent with the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ("JORC Code"), prepared by the Joint Ore Reserves Committee of the AusIMM, the AIG and the Minerals Council of Australia, effective December 2004.

Under the definition provided by the VALMIN Code, the properties are classified as 'exploration areas', which are inherently speculative in nature. The properties are considered to be sufficiently prospective, subject to varying degrees of risk, to warrant further exploration and development of their economic potential.

Sources of Information

The statements and opinion contained in this report are given in good faith and this review is based on information provided by the title holders, along with technical reports by consultants, previous tenements holders and other relevant published and unpublished data for the area. I have endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy and completeness of the technical data upon which this report is based. A final draft of this report was provided to the Company, along with a written request to identify any material errors or omissions prior to lodgement.

In compiling this report, I did not carry out a site visit to any of the Company's Project areas. Based on my professional knowledge and experience and the availability of extensive databases and technical reports made available by various Government Agencies, I consider that sufficient current information was available to allow an informed appraisal to be made without such a visit.

The independent valuation report has been compiled based on information available up to and including the date of this report. Consent has been given for the distribution of this report in the form and context in which it appears. I have no reason to doubt the authenticity or substance of the information provided.

Qualifications and Experience

The person responsible for the preparation of this report is:

Malcolm Castle, B.Sc.(Hons), GCertAppFin (Sec Inst), MAusIMM

Malcolm Castle has over 40 years' experience in exploration geology and property evaluation, working for major companies for 20 years as an exploration geologist. He established a consulting company 20 years ago and specialises in exploration management, technical audit, due diligence and property valuation at all stages of development. He has wide experience in a number of commodities including uranium, gold, base metals, iron ore and mineral sands. He has been responsible for project discovery through to feasibility study in Australia, Fiji, Southern Africa and Indonesia and technical Audits in many countries. He has completed numerous Independent Geologist's Reports and mineral asset valuations over the last decade as part of his consulting business.

Mr. Castle completed studies in Applied Geology with the University of New South Wales in 1965 and has been awarded a B.Sc.(Hons) degree. He has completed postgraduate studies with the Securities Institute of Australia in 2001 and has been awarded a Graduate Certificate in Applied Finance and Investment in 2004.

Competent Persons Statement

The information in this report that relates to Exploration Results and Mineral Resources of the Company has been reviewed by Malcolm Castle, who is a member of the Australasian Institute of Mining and Metallurgy. Mr Castle has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as an Expert and Competent Person as defined under the VALMIN Code and in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Castle consents to the inclusion in this report of the matters based on the information in the form and context in which they appear.

Independence

I am not, nor intend to be a director, officer or other direct employee of the Company and have no material interest in the Projects or the Company. The relationship with the Company is solely one of professional association between client and independent consultant. The review work and this report are prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this Report.

Yours faithfully

Malcolm Castle B.Sc.(Hons) MAusIMM, GCertAppFin (Sec Inst)

TENEMENT SCHEDULE

Tenement No.	Registered Holders	Area, km2	Status	Commenced
			Granted,
EPL 3543	Huab Energy (Pty) Ltd	195.80	Renewal	12 september 2006
			Pending
	Huab Energy (Pty) Ltd		Granted,
EPL 3541		125.15	Renewal	16 November 2006
			Pending
EPL 3772	Huab Energy (Pty) Ltd	908.20	Pending
EPL 3773	Huab Energy (Pty) Ltd	276.78	Pending
	Huab Energy (Pty) Ltd		Granted,
EPL 3774		583.90	Renewal Pending	15 October 2007

NAMIBIAN TENEMENTS

The Status of the Namibian tenements (Exclusive Prospecting Licences) is based on information provided by the current owners and has not been based on a recent independent enquiry of the Department of Mines in Namibia, pursuant to paragraph 67 of the Valmin Code by Agricola Mining Consultants Pty Ltd.

The project area is composed of three Exclusive Prospecting Licences, EPL 3543, 3541 and 3774 and two Exclusive Prospecting Licence Applications EPL 3772 and 3773. In total they cover an area of 208,983 hectares (2089.83 square kilometres), reduced from the original area of 267,218 hectares.

EPL 3543 is believed to be in good standing and is mature with exploration spanning five and a half years. EPL 3541 and EPL 3774 are long standing applications for renewal and no indication as to their current status is available. The application documents for EPL 3772 and EPL 3773 were lost by the Namibian Mines Department (MME) and a new application has been submitted for the same area. It was decided to ascribe zero value to EPLs and EPLAs 3541, 3772, 3773 and EPL3774 on the basis of long standing inactivity.

Mining Tenure in Namibia

Mineral Licences - The Minerals Act allows for various types of prospecting and mining licences, covering both small-scale and formal activity. A brief summary of each is given below.

Mining Claims - Available only to Namibian citizens for the development of small-scale mines and mineral deposits, mining claims are valid for three years. Two-year extension periods are possible providing that the claim is being developed or worked. Up to a maximum of ten claims can be held at any one time.

Reconnaissance Licence - Designed for regional, mainly remotely sensed exploration, a reconnaissance licence is valid for six months on a non-renewable basis. This licence facilitates the identification of exploration targets and is only exclusive in special cases.

Exclusive Prospecting Licence - This three-year licence allows systematic prospecting in areas of up to 1,000 km². It gives exclusive exploration rights to the land and may be extended twice for two-year periods if demonstrable progress is shown. Renewals beyond seven years require special approval from the Minister.

Mining Licence - This gives the holder the exclusive mining right in the licence area for a period of 25 years or the life of the mine, with renewals valid for 15-year periods. The holder is required to demonstrate the financial and technical ability to develop and operate a mine. A mining licence also gives the holder the exclusive right to approve the development of other mines on the same property.

Mineral Deposit Retention Licence - This allows an exploration company in certain circumstances to retain tenure on a prospecting licence, mining licence or mining claim without mining obligations. It is valid for five years, with two-year renewal periods. The licence holder must, however, meet work and expenditure obligations and submit regular project reviews.

VANADIA VANADIUM-COPPER PROJECT

The Vanadia Vanadium-Copper project is located in the Otavi Mountain Land, in the northeast of Namibia, southwest Africa. The project area is located approximately 350 km to the north-northeast Windhoek, the capital of Namibia.

The project is accessed from Windhoek via the main paved highway that runs north to the towns of Otavi and Tsumeb. The main road that runs from Tsumeb to Grootfontein crosses the project area, with access inside the project area via minor roads and farm tracks.

THE OTAVI MOUNTAIN LAND, NAMIBIA

The Otavi Mountain Land (OML) hosts a wealth of mineral deposits in addition to the famous Tsumeb and Kombat mines. These include Berg Aukas (Grootfontein), Guchab and Abenab, among others, where world-class descloizite, willemite, dioptase, and the largest known crystals of vanadinite have been found.

The Otavi Mountain Land in Northern Namibia is located in the Northern Platform Zone of the east-northeast striking intracontinental branch of the Damara Belt, at the southern margin of the Congo craton.

The lithologies in the OML are mainly shallow water carbonates and siliciclastic rocks of the Neoproterozoic Damaran Supergroup. About 600 Cu-Pb-Zn-V mineralized occurrences, only some of them of economic value, are known in the OML. Based on their geometry, but also on their geochemical and Pb-isotopic characteristics, several authors have grouped these deposits into different types. The pipe-like structure of the Tsumeb type (Pb, Cu>Zn) and the stratabound Berg Aukas type (Zn, Pb) are the most famous ones. The type of mineralization depends on the facies and the diagenetic overprint of the host rocks, its tectonic setting and the occurrence of sedimentary, karst and tectonic breccias.

Possible sources of the mineralising fluids are basement highs in the central and southern OML, northeast-southwest striking mafic dykes, volcanic and siliciclastic successions in the Nosib Group at the base of the Damaran Supergroup or higher metamorphic units of the Northern Zone of the Damaran orogen.

The Tsumeb Deposit

The Tsumeb carbonate hosted, breccia pipe copper-lead-zinc-silver deposit is located in northern Namibia, some 430 km by road and rail from Windhoek and 600 km by rail from the Atlantic coast port of Walvis Bay.

The polymetallic orebody was present mainly on the outer peripheries of a near vertical, irregular, markedly transgressive, collapse-breccia pipe cutting dolomites of the Upper Proterozoic Damaran Supergroup. Sulphides were massive to semi-massive, and mineralisation was present over a vertical distance of nearly 1.8 km in the oval shaped pipe which is 20 to 180 m in diameter. The orebody has been exhausted and the mine closed.

The Tsumeb pipe transgresses carbonates of the upper half of the Otavi Group, a member of the Upper Proterozoic Damara Supergroup. It occurs in onlapping carbonates of the Northern Platform deposited over the Angola-Kasai Craton some 80 km to the north of the main northern margin of the Damaran/Katangan Rift Zone. The Upper Proterozoic sequence in this region and on the adjacent Northern Platform comprises, from the base:

• o Nosib Group, 0 to 1200 m thick comprising feldspathic quartzites, arkose and conglomerate; overlain by phyllitic agglomerate, tuff and epidotised andesite up to 300 m thick; capped by quartzite, conglomerate, arkosic mixtite, dolomite and ferruginous shale. The Nosib Group is not as extensive as the overlying Otavi Group which oversteps it onto the basement in the Northern Platform near Tsumeb.
• o Otavi Group, 0 to 4800 m thick is very widespread but restricted to the platformal fringes of the Damaran/Katangan Rift Zone. It is areally more extensive than the underlying Nosib Group and transgresses well onto the Angola-Kasai Craton. This group contains two units of predominantly carbonates, with minor argillites and no arenites, separated by a mixtite/tillite unit.
• o Mulden Group. On the Northern Platform, the Otavi Group is unconformably overlain by the Mulden Group with an angularity that varies from marked to virtually concordant. This group appears to represent an initial thicker coarse clastic phase, followed by finer grained clastics and carbonates.

The Tsumeb orebody transgresses at least 1000 m of stratigraphy of the upper part of the Tsumeb Subgroup carbonates of the Otavi Group. It is situated on the northern flank of the doubly plunging, slightly assymetric Tsumeb Syncline. Parasitic folds with varying plunges are mapped within this structure to the east and west of the orebody at surface and underground. An axial plane cleavage is present. Numerous bedding plane shears are obvious, and some prominent bedding thrusts caused by flexural slip folding are found in the host units. A major feature of the mine area is the North Break, a zone of alteration within the bedding of the lower portion of the T6 unit, a section rich in stromatolite beds. This zone, which is a major aquifer (and palaeo-aquifer), is recognisable at surface from 3 km to the west to 1 km to the east of the mine area as a discontinuous horizon of siliceous, ferruginous, calcitic and manganiferous dolomite which in many places contains secondary Cu, Pb, Zn and V minerals.

The main rock types within the pipe are as follows:

• o Feldspathic Sandstone which in part transgressively fills the pipe, is composed of a light to medium grey variety that petrographically and chemically resembles certain arenaceous facies of the Tschudi Formation of the overlying Mulden Group. Typically it consists of an equigranular clastic aggregate of angular to well rounded quartz and feldspar grains, usually with very little matrix. Shungitic carbon (an anthracite like pyro-bitumen) has been emplaced in part, resulting in darkening of the rock. The feldspathic sandstone has also penetrated the North Break having been found up to 300 m from the intersection with the pipe. Historically, because of the transgressive mode of its occurrence, the feldspathic sandstone has been regarded as an igneous rock and termed an aplite or pseudo-aplite. Petrographic work however indicates that it is a sediment and probably belongs to the Tschudi Formation that has flowed into a large solution collapse/dewatering structure in the unconformably underlying carbonates of the Tsumeb Subgroup.
• o Dark Dolomite Breccia and Dolomite Breccia the Dark Dolomite Breccia first appears at the 21 level at the change in plunge of the orebody pipe and persists to near the 28 level where it grades into the Dolomite Breccia. The Dark Dolomite Breccia consists of clasts which may be identified with lithologies cut by the pipe higher in the mine. For instance where it cuts the T6 unit, the T7 are evident, while where it cuts T5 the clasts are of T6 and lesser T7, while a clast of oolitic chert of the type found at the top of the T8 unit occurs 1000 m below that unit on the 40 level where the pipe cuts the T5 unit.

• o Calcitisation first appears on 20 level where it occurs in small areas, but increases to become more prominent by 24 level. Calcitisation is a replacement process which was initiated prior to the introduction of the ore and has affected dolomite, dolomite breccia and feldspathic sandstone.

• o Marble Breccia where calcitisation is most intense on the 34 level, the entire core of the pipe has been thoroughly altered to a coarsely crystalline, grey, calcitic rock which is in places ferruginous and has locally also been bleached. The resultant rock has been termed Marble Breccia. The breccia clasts are composed of foliated, crystalline and calcitised grey dolomite, together with subordinate grey chert and unaltered dolomite. The matrix is as described for the calcitised dolomite above.

• o Silicification which is observed from 26 level downward, is restricted to the southern margin of the ore zone to 34 level, but intensifies and becomes more widespread deeper down until it dominates.
• o Silica Dolomite comprises dolomite or dolomite breccia of which more than 40% has been reconstituted by siliceous alteration. All silica-dolomite development is below the North Break. Within the silica-dolomite breccias there is a variety of results of the alteration, ranging from large white crystalline interclast siliceous veins, to pink silicification of clasts. In places there is a strong sharply defined breccia texture, while elsewhere there are only diffuse boundaries between the matrix and clasts. In general the clasts predominate, while in places massive sulphides rim the silicified clasts.

The principal primary sulphide minerals at Tsumeb are galena, tennantite, sphalerite, chalcocite, enargite and bornite, with lesser chalcopyrite, germanite and renierite. Pyrite is widespread, normally in small amounts. Supergene chalcocite, djurleite, digenite and covellite are important in the upper section of the mine, while the same minerals are present in a lower oxidation zone between 24 and 38 levels. A large number of sulphides and sulpho-salts occur as erratic traces throughout the deposit. Limited amounts of nonmetallic gangue minerals are present, principally calcite, quartz and dolomite and rarely barite and fluorite. Some 213 minerals are recorded in the mine, for 40 of which it is the type locality.

There are four types of mineralisation present, as follows:

• Massive Peripheral Ore these complex Pb, Zn and Cu ores contain up to 40% total metal. Massive ore from the surface to 20 level is typically concentrated peripheral to feldspathic sandstone, reaching its maximum lateral extent in adjoining dolomite breccia. This ore is generally present as medium to coarse grained sulphides, comprising variable amounts of galena and sphalerite, together with tennantite, enargite (in the upper sections of the mine), bornite and chalcocite.
• Manto Ore this comprises wing like appendages to the massive peripheral ore that are present between the 26 and 30 levels on the southern and northern side of the main pipe. Most of these very rich concordant to sub-concordant lenses occur near the base of the T6 unit in which many stromatolitic beds are located. Most of the

manto ores are present over the whole strike of the orebody and are often very rich. The S95 Manto for instance had 75 000 t @ 23% Cu. On the southern side of the pipe the manto ores are generally bornite, chalcocite, djurleite, tennantite, galena and sphalerite, except for the S95 which is mainly chalcocite. On the northern side they comprise galena and sphalerite with subordinate tennantite. As with the massive ores, textures strongly indicate a replacive nature.

• Disseminated and Stringer Ores these ores are hosted by feldspathic sandstone, unaltered to altered bedded dolomite and by various dolomite breccias. The disseminated ore is most commonly within feldspathic sandstone with the equigranular sulphides evenly scattered, preferentially replacing feldspar. Bornite, chalcocite and tennantite are dominant, galena is scarce and sphalerite is rare. Discontinuous Cu rich veins are also present in the feldspathic sandstone, and where replacement is more advanced, the disseminated and stringer mineralisation grades into massive ore.
• Oxide Ores these are present in the upper zone of supergene enrichment in the upper parts of the mine and in a zone of 'oxidation' from the 24 to 38 levels.

The Tsumeb ore deposit contained: 27 Mt @ 4.3% Cu, 10% Pb, 3.5% Zn, 95 g/t Ag (historic production).

MINERALISATION AND EXPLORATION POTENTIAL

Abenab Mine

The Abenab Pipe appears to be associated with the contact between a mudstone or pelite unit which is overlain by dolomite to the north. The contact dips at approximately -70 at 320, so the optimum drilling direction may be to the south, although the controls on mineralisation are not yet fully understood.

The workings have collapsed and are completely blocked, preventing access to the central part of the orebody. Even though access was limited to the periphery of the system, significant blebby Zn mineralisation was noted throughout.

Khusib Springs Mine

The mining licence application is pegged over the surface infrastructure associated with the mine only. The decline collar is located near the southern boundary of the application, accessing the ore body 200m further south.

Dogleg

A tightly constrained geochemical anomaly showing Pb + Zn and coincident Cu appears to be associated with a pelite/dolomite contact, which is intensely brecciated and silicified. Traces of malachite were found at surface. The pelite unit is overlain by the dolomite. Stratigraphy appears to be dipping at -12 towards 340.

REFERENCES

Kamona A F, Leveque J, Friedrich G, Haack U, 1999 - Lead isotopes of the carbonate-hosted Kabwe, Tsumeb, and Kipushi Pb-Zn-Cu sulphide deposits in relation to Pan African orogenesis in the Damaran-Lufilian Fold Belt of Central Africa: in Mineralium Deposita v34 pp 273-283

Lombaard A F, Gunzel A, Innes J, Kruger T L, 1986 - The Tsumeb lead-copper-zinc-silver deposit, south west Africa/Namibia: in Anhaeusser C R, Maske S, (Eds.), 1986 Mineral Deposits of South Africa Geol. Soc. South Africa, Johannesburg v2 pp 1761-1787

VALUATION ASSESSMENT

The Huab Energy Project contains some old workings at Abenab Mine and Kuisb Springs Mine and substantial surface rock chip and soil anomalous areas at Dogleg. The Project is prospective for both vanadium and copper mineralisation.

When a resource or defined body of mineralisation has been outlined and its economic viability has still to be established (i.e. there is no ore reserve) then a Comparable Transactions approach is usually applied, often stated as a percentage of metal value. This can be applied to Mineral Resource estimates and Exploration Targets in accordance with the JORC code with appropriate discounts for risk in the different categories.

With gold projects the method requires allocating a dollar value to resource ounces of gold in the ground. This may also apply to well established zones of mineralisation which have not formally been categorised under the JORC code. An additional risk weighting may be appropriate in these circumstances.

A similar approach can be taken with other metals including copper or base metals sold on the spot market and benchmarks are similar to gold properties. Value is estimated as a percentage of contained value once appropriate discounts for uncertainty relating to resource categorisation are taken into account.

The Huab Energy Project is an advanced exploration project. Several methods of valuation are available for such projects where a Mineral Resource has not yet been estimated in accordance with the JORC code. These include the use of valuations based on past exploration expenditure and valuations based on perceived prospectivity.

Exploration projects can be extremely variable and the use of comparable transactions is unlikely to produce a statistical spread of values for "similar" projects. This method can be used where a Mineral Resource has been estimated. The Prospectivity Exploration Multiplier (PEM) is based on past expenditure while the Kilburn Geoscience Rating is based on opinions of the prospectivity hence tenements can have marked variation in value between the methods.

The 'Geoscientific Rating' method of valuation for exploration tenements is the preferred valuation method for the Company's current tenements as it focusses on the prospectivity of the area.

The Geoscientific Rating method systematically assesses and grades of four key technical attributes of a tenement to arrive at a series of multiplier factors. The Basic Acquisition Cost (BAC) is the important input to the method and it is calculated by summing the application fees, annual rent, work required to facilitate granting (e.g. native title, environment etc) and statutory expenditure for a period of 12 months. This is usually expressed as average expenditure per square kilometre. Equity and grant status are also taken into account. Each factor then multiplied serially to the BAC. The 'Base Value is multiplied by the prospectivity rating (the assessment of prospectivity factors multiplied together) to establish the overall technical value of each mineral property.

Where exploration has produced documented results a PEM can be derived which takes into account the valuer's judgment of the success of the previous exploration techniques and results.

Paragraph 65 of RG 111 discusses a preference for the use of more than one valuation methodology. In the absence of a resource estimate in accordance with the JORC code an alternative method to the Geoscientific Rating method might consider past expenditure on the tenements and the uplift of value provided by encouraging result.

Past expenditures for the Company's current tenements are not available from the previous explorers over the duration of modern exploration and reliance is mainly placed on the Geoscientific method.

GEOSCIENTIFIC RATING METHOD

BASE VALUE

This represents the exploration cost for the current period of the tenements. The current Base Acquisition Cost (BAC) for exploration projects is considered to be the average expenditure for Exploration Licences in Western Australia. Exploration Licences attract a minimum annual expenditure for the first three years of \$1000 per block and annual rent of \$113.5 per block. A 15% administration fee is taken into account to imply a BAC of \$410 to \$450 per square kilometre. More mature tenements are escalated in proportion to the increase in rent for years 4 to 5 and year 6 and over. The BAC has been increased by ~50% in line with the increases in Rent requirements as set out in the DMP Schedule of Fees (i.e \$113.50 per block for years 1 to 3 and \$176.50 per block for years 5 and 6). The rounded BAC is estimated at \$620 to \$680 for the more mature tenements. An increase in expenditure is warranted for very mature tenements where exploration is well advanced and a BAC of double the year 4 to 5 figure is considered appropriate with an estimate of \$1240 to \$1360 per square kilometres Exploration Licences are subject to a minimum expenditure of \$20,000 and a BAC of \$20,000 to \$25,000 is applied if appropriate.

Western Australia Expenditure Commitments

Tenure	Maturity	Low	High
Exploration Licence	Years 1 to 3	410	450
Exploration Licence	Years 4 to 5	620	680
Exploration Licence	Years 6 to 7	1240	1360
Minimum Expenditure		20,000	25,000
Prospecting Licences	All years	4,900	5,400
Mining Lease	All Years	13,200	14,500

The Namibian tenement is mature with exploration extending over five and a half years. More than 20 targets have been identified by a variety of exploration methods including historic drill results and old production record. A BAC of \$1240 to \$1360 per square kilometres has been used to reflect the maturity of the Vanadia and Huab Exclusive Prospecting Licences. The application documents for EPL 3772 and 3773 were lost by the Namibian Mines Department (MME) and a new application is being submitted for the same area as requested. EPL 3772 and EPL 3773 have been not been included in the valuation.

A discount of 10% (Grant factor of 90%) is applied to the tenements to recognise the uncertainty of the pending renewal process. The Company has 100% equity in both the tenements.

	Base Value = [Area][Grant Factor][Equity]*[Base Acquisition Cost]

Golden Deeps Ltd Tenement Factors
Project	Location	Tenement	Equity	Km2	Status		BAC
						Low	High
EPL 3543	Namibia	Vanadia	100%	195.80	Granted, Renewal pending	1240	1360

PROSPECTIVITY ASSESSMENT FACTORS

A detailed assessment of the prospectivity of tenements was carried out. The geoscientific rating chosen for each element are included in the following table.

This includes a consideration of

• Regional mineralization, old and current workings and the validity of conceptual models.
• Local mineralization within the tenements and the application of conceptual models within the tenements.
• Identified anomalies warranting follow up within the tenements.
• The proportion of structural and lithological settings within the tenements and difficulty encountered by cover rocks and other factors.

	KILBURN RATING CRITERIA - SIMPLIFIED
Rating	Off Site Factor	On Site Factor	Anomaly Factor	Geological Factor
1	Indications of Prospectivity	Indications of Prospectivity	No targets outlined	Generally favourable geological environment
2	Resource targets Identified	Targets identified with successful early drilling	Exposure of mineralised zones or surface drilling (RAB)	Generally favourable lithology with structures or exposures of mineralised zones
3	Along Strike or adjacent to known mineralization	Grade intercepts on adjacent sections - Exploration Targets Estimated from sound evidence	Significant grade intercepts not yet linked on cross and long sections	Significant mineralised zones exposed in prospective host rocks
4		Inferred Resource identified not yet estimated	Grade intercepts on adjacent sections

Assessments in each category are based on a set scale (see above and appendix) and are multiplied together to arrive at a "prospectivity index".

Prospectivity Index = [Off Site Factor]*[On Site Factor]*[Anomaly Factor]*[Geology Factor]

Golden Deeps Ltd Prospectivity Factors
Project		State	Tenement ID		Off Site		On Site		Anomaly		Geology
				Low	High	Low	High	Low	High	Low	High
	0	0	0
EPL 3543		Namibia	Vanadia	2.50	2.60	3.00	3.10	3.00	3.10	2.00	2.10

TECHNICAL VALUE

An estimate of technical value has been compiled for the tenements based on the base acquisition cost, area, grant status, equity and ratings for prospectivity.

		Technical Value = [Base Value]*[Prospectivity Index]
--	--	------------------------------------------------------

Golden Deeps Ltd Technical Value
Prospect Name	State	Tenement		Technical Value
			Low	High	Preferred
EPL 3543	Namibia	Vanadia	9,833,000	12,575,000	11,165,000

MARKET VALUE

In arriving at a fair market value for a particular exploration tenement, I have considered the current market for exploration properties in Australia and overseas. It is considered appropriate to apply a small to medium market premium to the technical value of the exploration potential of the tenements.

The current market value for mineral projects in Namibia is considered to be mildly buoyant and a base market factor of 15% to 20% has been applied to the basic technical value.

The government in Namibia is based on a constitutional republic framework which means, the head of state is a representative of the people chosen by the people and is bound to govern by constitutional law. Namibia's economic freedom score is 62.7, making its economy the 73rd freest in the 2011 Index. Namibia ranks 4th out of 46 countries in Sub-Saharan Africa region. Namibia's overall score is lower than the global and regional averages, making it the least free in terms of business.

The Corruption Perceptions Index (CPI) is a survey to measure the perceived level of corruption across countries worldwide. Namibia is ranked 56th on this list indicting the corruption levels in the public departments is moderate.

No additional risk adjustments to the market factor were considered necessary for the Namibian tenements. An allowance for the pending renewal was included in the Base Value estimate. Country risk is considered to be low to moderate.

Golden Deeps Ltd Market Value
Prospect Name	State	Tenement		Market Value
				Market Factor	Low	High	Preferred
EPL 3543	Namibia	Vanadia	115.0%	120.0%	11,308,000	15,090,000	13,199,000

VALUATION OPINION

In this report, I have systematically established the value of the mineral assets as at 1 May 2012.

Based on an assessment of the factors involved I estimate the value for the Current project areas is in the range A\$11.3 million to A\$15.1 million with a preferred value of A\$13.2 million.

There is a preference for the use of more than one valuation methodology for the same tenements expressed in Paragraph 65 of Regulatory Guide 111. In the absence of a resource estimate in accordance with the JORC code at Vanadia an alternative method to the Geoscientific Rating method might consider past expenditure on the tenements and the uplift of value provided by encouraging result.

Complete records of past expenditure for the Vanadia Project are not available from the previous explorers. The project has been extensively explored in the past with mapping, satellite imagery, geophysics, surface geochemistry and historical drilling form part of the data base. Mining has been carried out on the property in the past.

It is not considered unreasonable to suggest that the current value of these work elements would exceed \$3.5 to \$4 million if carried out in the current market. This is considered highly speculative (but plausible) and the successful results of the work indicate that detailed drilling has defined targets with potential economic interest with the potential to contain medium sized deposits and small Inferred Resources may be estimated. This would attract a Prospectivity Enhancement Multiplier of 2.0 to 2.5 and suggest a market value in the range \$6 million to \$10 million.

PEM Range	Criteria
1.3 – 1.5	Exploration has considerably increased the prospectivity (geological mapping, geochemical or geophysical)
1.5 – 2.0	Scout Drilling has identified interesting intersections of mineralization
2.0 – 2.5	Detailed Drilling has defined targets with potential economic interest.
2.5 – 3.0	A resource has been defined at Inferred Resource Status, no feasibility study has been completed

APPENDIX

MINERAL ASSETS VALUATION METHODOLOGY FOR EXPLORATION TENEMENTS

FAIR MARKET VALUE OF MINERAL ASSETS

Mineral assets include, but are not limited to, mining and exploration tenements held or acquired in connection with the exploration, the development of, and the production from those tenements together with all plant, equipment and infrastructure owned or acquired for the development, extraction and processing of minerals in connection with those tenements.

Mineral assets classification
Exploration areas	Mineralization may or may not have been identified, but where a mineral resource has not been defined.
Advanced exploration areas	Mineral resources have been identified and their extent estimated (possibly incompletely). This includes properties at the early stage of assessment.
Pre-development projects	A positive development decision has not been made. This includes properties where a development decision has been negative, properties on care and maintenance and properties held on retention titles.
Development projects	Committed to production, but which, are not yet commissioned or not initially operating at design levels.
Operating Mines	Mineral properties, particularly mines and processing plants, which have been fully commissioned and are in production.

The fair market value of a mineral asset is the estimated amount of money or the cash equivalent or some other consideration for which the mineral asset should change hands between a willing buyer and a willing seller in an arm's length transaction. Each party is assumed to have acted knowledgeably, prudently and without compulsion.

The value of a mineral asset usually consists of two components,

• The underlying or Technical Value which is an assessment of a mineral asset's future net economic benefit under a set of appropriate assumptions, excluding any premium or discount for market, strategic or other considerations.
• The Market Component, which is a premium relating to market, strategic or other considerations which, depending on circumstances at the time, can be either positive, negative or zero.

When the technical and market components of value are combined the resulting value is referred to as the market value. A consideration of country risk should also be taken into account for overseas projects.

The value of mineral assets is time and circumstance specific. The asset value and the market premium (or discount) changes, sometimes significantly, as overall market conditions, commodity prices, exchange rates, political and country risk change.

REGULATORY AUTHORITIES

Mineral asset valuations are governed by the VALMIN code and ASIC Practice Note 43 in Australia and by the CIMVAL code, NI43-101 and TSXV Appendix 3G in Canada

THE VALMIN CODE

The four main requirements of the VALMIN Code are

Transparency The report needs to explain how the valuation was done and the assumptions used in calculating the value. The objective is to provide sufficient information that other people can come up with the same answer.

Materiality This means the valuer has to ensure that all important data that could have a significant impact on the valuation is included in the report.

Competence The valuer must be competent at doing valuations. The person needs to be an expert in the particular exploration target being evaluated. Typically the person needs at least 5 years' experience in that commodity.

Independence. The valuer must act in a professional manner and not favour the buyer or the seller. In other words the price must be set at a "fair market value". To achieve independence, the valuer must not receive any special benefit from doing the study.

The decisions as to the valuation methodology or methodologies to be used and the content of the Report are solely the responsibility of the Expert or Specialist whose decisions must not be influenced by the Commissioning Entity. The Expert or Specialist must state the reasons for selecting each methodology used in the Report. Methods chosen must be rational and logical and be based upon reasonable grounds.

The Expert or Specialist should make use of valuation methods suitable to the Mineral or Petroleum Assets or Mineral or Petroleum Securities under consideration. Selection of the appropriate valuation method will depend on, inter alia:

• (a) the purpose of the Valuation;
• (b) the development status of the Mineral or Petroleum Assets;
• (c) the amount and reliability of relevant information;
• (d) the risks involved in the venture; and
• (e) the relevant market conditions for commodities and/or shares.

The Expert or Specialist should choose, discuss and disclose the selected valuation method(s) appropriate to the Mineral or Petroleum Assets or Mineral or Petroleum Securities under consideration, stating the reasons why the particular valuation method(s) have been selected in relation to those factors set out in Paragraph 39 and to the adequacy of available data. It may also be desirable to discuss why a particular valuation method has not been used. The disclosure should give a sufficient account of the valuation method(s) used so that another Expert could understand the procedure used and assess the Valuation. Should more than one valuation method be used and different valuations result, the Expert or Specialist should comment on the reason(s) for selecting the Value adopted.

Australian Securities and Investment Commission – Regulatory Guides RG111 and RG112

It is not the ASIC's role or intention to limit the expert's exercise of skill and judgment in selecting the most appropriate method or methods of valuation. However, it is appropriate for the expert to consider:

• (a) the discounted cash flow method;
• (b) the amount which an alternative acquirer might be willing to offer if all the securities in the target company were available for purchase;

The ASIC does not suggest that this list is exhaustive or that the expert should use all of the methods of valuation listed above. The expert should justify the choices of valuation method and give a sufficient account of the method used to enable another expert to replicate the procedure and assess the valuation. It may be appropriate for the expert to compare the figures derived by more than one method and to comment on any differences.

The complex valuations in an expert's report necessarily contain significant uncertainties. Because of this an expert who gives a single point value will usually be implying spurious accuracy to his or her valuation. An expert should, however, give as narrow a range of values as possible. An expert report becomes meaningless if the range of values is too wide. An expert should indicate the most probable point within the range of values if it is feasible to do so.

The expert should carry out sufficient enquiries or examinations to establish reasonable grounds for believing that any profit forecasts, cash flow forecasts and unaudited profit figures that are used in the expert's report, and have been prepared on a reasonable basis. If there are material variations in method or presentation the expert should adjust for or comment on them in the report.

The expert should discuss the implications to his or her valuation if:

• (a) the current market value of the subject of the report is likely to change because of market volatility (for example, boom or depression); or
• (b) the current market value differs materially from that derived by the chosen method.

VALUATION METHODOLOGY FOR EXPLORATION TENEMENTS

Valuation of exploration properties is exceptionally subjective. If an economic resource is subsequently identified then a new valuation will be dramatically higher, or alternatively if expenditure of further exploration dollars is unsuccessful then it is likely to decrease the value of the Tenements. There are a number of generally accepted procedures for establishing the value of exploration properties and, where relevant, the use of more than one such method to enable a balanced analysis and a check on the result has been undertaken. The value will always be presented as a range with the preferred value identified. The preferred value need not be the median value, and will be determined by the Independent Expert based on his experience.

The Independent Expert, when determining a value for a mineral asset, must assess a range of technical issues prior to selection of a valuation methodology. Often this will require seeking advice from a specialist in specific areas. The key issues are:

• geological setting and style of mineralization
• level of knowledge of the geometry of mineralization in the district
• mining history, including mining methods
• location and accessibility of infrastructure
• milling and metallurgical characteristics of the mineralization
• results of exploration including geological mapping, costeaning and drilling of interpretation of geochemical anomalies
• parameters used to identify geophysical and remote sensing data anomalies
• location and style of mineralization identified on adjacent properties
• appropriate geological models

In addition to these technical issues the Independent Expert needs to make a judgement about the market demand for the type of property, commodity markets, financial markets and stock markets. The technical value of a property should not be adjusted by a "market factor" unless there is a marked discrepancy between the technical value and the market value. When this is done the factor should be clearly identified.

Where there are identified reserves it is appropriate to use financial analysis methods to estimate the net present value (NPV) of the properties. This technique has deficiencies which include assessment of only a very narrow area of risk, namely the time value of money given the real discount rate, and the underlying assumption that a static approach is applicable to investment decision making, which is clearly not the case.

When assessing value of exploration properties with no identified mineral resources or only inferred resources it is inappropriate to prepare any form of financial analysis to determine the net present value. The valuation of exploration tenements or licences, particularly those without identified resources, is highly subjective and a number of methods are appropriate to give a guide as discussed below.

All of these valuation methods are relatively independent of the location of the mineral property. Consequently the valuer will make allowance for access to infrastructure etc when choosing a preferred value. It is observed that the Prospectivity Exploration Multiplier (PEM) is heavily based on the expenditure, while the Kilburn Geoscience Rating (Kilburn) is more heavily based on opinions of the prospectivity hence tenements can have marked variation in value between the methods. If the Kilburn assessment is high and the PEM is low it indicates effective well focussed exploration, if the Kilburn is low and the PEM high it suggests that the tenement is considered to have lower prospectivity.

PROSPECTIVITY ENHANCEMENT MULTIPLIER (PEM) OR MULTIPLE OF EXPLORATION EXPENDITURE (MEE)

Past expenditure on a tenement and/or future committed exploration expenditure can establish a base value from which the effectiveness of exploration can be assessed. Where exploration has produced documented results a PEM can be derived which takes into account the valuer's judgment of the prospectivity of the tenement and the value of the database.

PEM Range	Criteria
0.2 – 0.5	Exploration (past and present) has downgraded the tenement prospectivity, no mineralization identified
0.5 – 1.0	Exploration potential has been maintained (rather than enhanced) by past and present activity from regional mapping
1.0 – 1.3	Exploration has maintained, or slightly enhanced (but not downgraded) the prospectivity
1.3 – 1.5	Exploration has considerably increased the prospectivity (geological mapping, geochemical or geophysical)
1.5 – 2.0	Scout Drilling has identified interesting intersections of mineralization
2.0 – 2.5	Detailed Drilling has defined targets with potential economic interest.
2.5 – 3.0	A resource has been defined at Inferred Resource Status, no feasibility study has been completed
3.0 – 4.0	Indicated Resources have been identified that are likely to form the basis of a prefeasibility study
4.0 – 5.0	Indicated and Measured Resources have been identified and economic parameters are available for assessment.

PEM Factors Used in this valuation method

Future committed exploration expenditure is discounted to 60% by some valuers to reflect the uncertainty of results and the possible variations in exploration programmes caused by future undefined events. Expenditure estimates for tenements under application are often discounted to 60% of the estimated value by some valuers to reflect uncertainty in the future granting of the tenement. The PEM Factors are defined in the table.

GEOSCIENTIFIC RATING METHOD

Valuation is based on a calculation in which the geological prospectivity, commodity markets, financial markets, stock markets and mineral property markets are assessed independently. The Kilburn method is essentially a technique to define a value based on geological prospectivity. The method appraises a variety of mineral property characteristics:

• location with respect to any off-property mineral occurrence of value, or favourable geological, geochemical or geophysical anomalies;
• location and nature of any mineralization, geochemical, geological or geophysical anomaly within the property and the tenor of any mineralization known to exist on the property being valued;
• number and relative position of anomalies on the property being valued;
• geological models appropriate to the property being valued.

The Method systematically assesses and grades these four key technical attributes of a tenement to arrive at a series of multiplier factors. The Basic Acquisition Cost (BAC) is the important input to the Kilburn Method and it is calculated by summing the application fees, annual rent, work required to facilitate granting (e.g. native title, environment etc) and statutory expenditure for a period of 12 months.

Exploration Licences attract a minimum annual expenditure for the first three years of \$1000 per block and annual rent of \$113.5 per block. A 15% administration fee is taken into account to imply a BAC of \$410 to \$450 per square kilometre. More mature tenements are escalated in proportion to the increase in rent for years 4 to 5 and year 6 and over.

Maturity	Low	High
Years 1 to 3	410	450
Years 4 to 5	620	680
Year 6 on	1,240	1,360
All years	4,900	5,400
All Years	13,200	14,500

Western Australia Expenditure Commitments

The multipliers or ratings and the criteria for rating selection across these 6 factors are summarised in the following table.

KILBURN GEOSCIENTIFIC RATING CRITERIA - MODIFIED
	Rating	Address - Off Property	Mineralization - On Property	Anomalies	Geology
Low	0.5	Very little chance of mineralization, Concept unsuitable to environment	Very little chance of mineralization, Concept unsuitable to environment	Extensive previous exploration with poor results - no encouragement	Generally Unfavourable lithology
Average	1	Indications of Prospectivity, Concept validated	Indications of Prospectivity, Concept validated	Extensive previous exploration with encouraging results - regional targets	Deep alluvium Covered Generally favourable geology
	1.5	RAB Drilling with some scattered results	Exploratory sampling with encouragement, Concept validated	Several early stage targets outlined from geochemistry and geophysics	Shallow alluvium Covered Generally favourable geology (50-60%)
	2	Significant RC drilling leading to advance project status	RAB &/or RC Drilling with encouraging intercepts reported	Several well defined surface targets with some RAB drilling	Exposed favourable lithology (60-70%)
	2.5	Grid drilling with encouraging results on adjacent sections	Diamond Driing after RC with encouragement	Several well defined surface targets with encouraging drilling results	Strongly favourable lithology (70-80%)
High	3	Resource areas identified	Advanced Resource definition drilling - early stage	Several significant subeconomic targets - no indication of volume	Highly prospective geology (90 - 100%)
	3.5	Along strike or adjacent to known mineralization at Pre-Feasibility Stage	Resource areas identified	Subeconomic targets of possible significant volume - early stage drilling
	4	Along strike or adjacent to Resources at Definitive Feasibility Stage	Along strike or adjacent to known mineralization at Pre-Feasibility Stage	Marginal economic targets of significant volume - advanced drilling
	4.5	Along strike or adjacent to Development Stage Project	Along strike or adjacent to Resources at Definitive Feasibility Stage	Marginal economic targets of significant volume - well drilled at Inferred Resource srage
Very High	5	Along strike or adjacent to Operating Mine	Along strike or adjacent to Development Stage Project	Several significant ore grade correlatable intersections with estimated resources

Estimate of project value is carried out on a tenement by tenement basis and uses four calculations as shown mellow.

Base Value = [Area]*[Grant Factor]*[Equity]*[Base Acquisition Cost] Prospectivity Index = [Off Site Factor]*On Site Factor]*[Anomaly Factor]*[Geology Factor] Technical Value = [Base Value]*[Prospectivity Index] Market Value = [Technical Value]*[Adjusted Market Factor]

VALUATION OF RESOURCES BY COMPARABLE TRANSACTIONS

If a property in the recent past was the subject of an arms-length transaction, for either cash or shares (i.e. from a company whose principal asset was the mineral property) then this forms the most realistic starting point, provided that the deal is still relevant in today's market. Complicating matters is the knowledge that properties rarely change hands for cash, except for liquidation purposes, estate sales, or as raw exploration property when sold by an individual prospector, or entrepreneur.

Any underlying royalty or net profits interests or rights held by the original vendor of the claims should be deducted from the resultant property value before determination of the company's interest. Also, reductions in value should be made where environmental, legal or political sensitivities could seriously retard the development of exploration properties.

It should be noted again that exploration is cyclical, and in periods of low metal prices there is often no market, or a market at very low prices, for ordinary exploration acreage (inventory property) unless it is combined with a significant mineral deposit, or with other incentives.

Truly Comparable Transactions are rare for early stage properties without defined drill targets. This is natural in a recession, as companies focus on brownfields exploration. Inflated prices paid for property in fashionable areas should not be discounted because they reflect the true market value of a property at the transaction date. If however, the market sentiment is not so buoyant then adjustments must be made.

When only a resource or defined body of mineralisation has been outlined and its economic viability has still to be established (i.e. there is no ore reserve) then a Comparable Transactions approach is usually applied, often stated as a percentage of metal value. This can be applied to Mineral Resource estimates and Exploration Targets in accordance with the JORC code with appropriate discounts for risk in the different categories.

Resource Category Discounts
Measured Resource	80%
Indicated Resource	70%
Inferred Resource	60%
Exploration Target	50%

With gold projects the method requires allocating a dollar value to resource ounces of gold in the ground. This may also apply to well established zones of mineralisation which have not formally been categorised under the JORC code. An additional risk weighting may be appropriate in these circumstances.

The dollar value must take into account a number of aspects of the resources including:

• The confidence in the resource estimation (the JORC Category).
• The quality of the resource (grade and recovery characteristics)
• Possible extensions of the resource in adjacent areas
• Exploration potential for other mineralisation within the tenements
• Presence and condition of a treatment plant within the project
• Proximity of toll treatment facilities, infrastructure, development and capital expenditure aspects

A similar approach can be taken with other metals including uranium or base metals sold on the spot market and benchmarks are similar to gold properties. Value is estimated as a percentage of contained value once appropriate discounts for uncertainty relating to resource categorisation are taken into account.

Iron Ore Mining and Processing DiscountsResource
Recovery	88.0%
Mining	90.0%
Processing	80.0%
Rail	80.0%
Port	70.0%
Capex	70.0%
Marketing	85.0%
Total Operating Discount	21.1%

Comparative transactions in the gold industry over the last 20 years

The AAC for gold projects lies in the range of 2% to 5%. The data set does not differentiate between resource categories and it is implicit that this has been taken into account with risk related discounts. Information on sales internationally has shown a pattern for 'Apparent Acquisition Cost' (AAC) over the last twenty years as shown in the following table.

Dollar per Ounce for International Gold Sales (AUD)

AAC Percentiles
Percentile	10%	25%	50%	75%	90%
AAC	2.20%	2.63%	3.00%	3.35%	3.89%

VALUATION REFERENCES

AusIMM, (2004), "Australasian Code for Reporting of Mineral Resources and Ore Reserves (JORC Code), prepared by the Joint Ore Reserves Committee (JORC) of the AusIMM, the Australian Institute of Geoscientists (AIG) and the Minerals Council of Australia (MCA)", (The JORC Code) effective December 2004.

AusIMM. (2005), "Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (the VALMIN Code)" 2005 Edition

AusIMM, (1998), "Valmin 94 – Mineral Valuation Methodologies"

Barnett, D W and Sorentino, C, 1994. Discounted cash flow methods and the capital asset pricing model, in Proceedings Mineral Valuation Methodologies 1994 (VALMIN '94) pp 17-35 (The Australasian Institute of Mining and Metallurgy: Melbourne).

CANADIAN INSTITUTE OF MINING, METALLURGY AND PETROLEUM, (2000), "CIM Standards on Mineral Resources and Reserves-Definitions and Guidelines". Prepared by the CIM Standing Committee On Reserve Definitions. Adopted by CIM Council August 20, 2000.

CIM, (April 2001), "CIM Special Committee on Valuation of Mineral Properties (CIMVAL)" Discussion paper

CIM, (2003) – "Standards and Guidelines for Valuation of Mineral Properties. Final Version, February 2003" Special Committee of the Canadian Institute of Mining, Metallurgy and Petroleum on Valuation of Mineral Properties (CIMVAL)

Goulevitch J and Eupene G S; 1994; Geoscience rating for valuation of exploration properties – applicability of the Kilburn Method in Australia and examples of its use; Proceedings of VALMIN 94; pages 175 to 189; The Australasian Institute of Mining and Metallurgy, Carlton, Australia.

Kilburn, LC, 1990, "Valuation of Mineral Properties which do not contain Exploitable Reserves" CIM Bulletin, August 1990.

Lawrence, M.J, 2007. Valuation methodology for Iron Ore Mineral Properties – thoughts of an Old Valuer: Iron ore Conference, Perth WA, 20 – 22 August 2007

Rudenno, (1998), "The Mining Valuation Handbook"

APPENDIX 3C

GED Australian Exploration Project Valuation

Malcolm Castle Agricola Mining Consultants Pty Ltd P.O. Box 473, South Perth, WA 6951 Phone: 61 (8) 9474 9351 Mobile: 61 (4) 1234 7511

Email: mjcastle@castleconsulting.com.au

ABN: 84 274 218 871

4 May 2012

The Directors RSM Bird Cameron Corporate Pty Ltd 8 St Georges Terrace Perth WA 6000

Dear Sirs,

Re: INDEPENDENT VALUATION OF THE GOLDEN DEEPS MINERAL PROJECTS IN AUSTRALIA

I have been commissioned by RSM Bird Cameron Corporate Pty Ltd ("RSM") to provide a Mineral Asset Valuation Report ("Report") of the of the Golden Deeps mineral projects in Australia. RSM has been engaged by the Directors of Golden Deeps Ltd ("Golden Deeps" or "the Company") to prepare an Independent Expert's Report ("IER").

This report serves to comment on the geological setting and exploration results on the properties and presents a technical and market valuation for the exploration assets based on the information in this Report.

The present status of the tenements listed in this report is based on information provided by the Company and is set out in the Tenement Schedule. The Report has been prepared on the assumption that the tenements are lawfully accessible for evaluation. Details in respect to the legal status and tenure of the tenements in Western Australia comprising the Project were reviewed from the Department of Mines and Petroleum database.

DECLARATIONS

Relevant codes and guidelines

This report has been prepared as a technical assessment and valuation in accordance with the Code for Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (the "VALMIN Code"), which is binding upon Members of the Australasian Institute of Mining and Metallurgy ("AusIMM") and the Australian Institute of Geoscientists ("AIG"), as well as the rules and guidelines issued by the Australian Securities and Investments Commission ("ASIC") and the ASX Limited ("ASX") which pertain to Independent Expert Reports (Regulatory Guides RG111 and RG112).

Where mineral resources have been referred to in this report, the classifications are consistent with the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ("JORC Code"), prepared by the Joint Ore Reserves Committee of the AusIMM, the AIG and the Minerals Council of Australia, effective December 2004.

Under the definition provided by the VALMIN Code, the properties are classified as 'exploration areas', which are inherently speculative in nature. The properties are considered to be sufficiently prospective, subject to varying degrees of risk, to warrant further exploration and development of their economic potential.

Sources of Information

The statements and opinion contained in this report are given in good faith and this review is based on information provided by the title holders, along with technical reports by consultants, previous tenements holders and other relevant published and unpublished data for the area. I have endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy and completeness of the technical data upon which this report is based. A final draft of this report was provided to the Company, along with a written request to identify any material errors or omissions prior to lodgement.

In compiling this report, I did not carry out a site visit to any of the Company's Project areas. Based on my professional knowledge and experience and the availability of extensive databases and technical reports made available by various Government Agencies, I consider that sufficient current information was available to allow an informed appraisal to be made without such a visit.

The independent valuation report has been compiled based on information available up to and including the date of this report. Consent has been given for the distribution of this report in the form and context in which it appears. I have no reason to doubt the authenticity or substance of the information provided.

Qualifications and Experience

The person responsible for the preparation of this report is:

Malcolm Castle, B.Sc.(Hons), GCertAppFin (Sec Inst), MAusIMM

Malcolm Castle has over 45 years' experience in exploration geology and property evaluation, working for major companies for 20 years as an exploration geologist. He established a consulting company 20 years ago and specialises in exploration management, technical audit, due diligence and property valuation at all stages of development. He has wide experience in a number of commodities including uranium, gold, base metals, iron ore and mineral sands. He has been responsible for project discovery through to feasibility study in Australia, Fiji, Southern Africa and Indonesia and technical Audits in many countries. He has completed numerous Independent Geologist's Reports and mineral asset valuations over the last decade as part of his consulting business.

Mr Castle completed studies in Applied Geology with the University of New South Wales in 1965 and has been awarded a B.Sc.(Hons) degree. He has completed postgraduate studies with the Securities Institute of Australia in 2001 and has been awarded a Graduate Certificate in Applied Finance and Investment in 2004.

Competent Persons Statement

The information in this report that relates to Exploration Results and Mineral Resources of the Company has been reviewed by Malcolm Castle, who is a member of the Australasian Institute of Mining and Metallurgy. Mr Castle has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as an Expert and Competent Person as defined under the VALMIN Code and in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Castle consents to the inclusion in this report of the matters based on the information in the form and context in which they appear.

Independence

I am not, nor intend to be a director, officer or other direct employee of the Company and have no material interest in the Projects or the Company. The relationship with the Company is solely one of professional association between client and independent consultant. The review work and this report are prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this Report.

Yours faithfully

Malcolm Castle

B.Sc.(Hons) MAusIMM, GCertAppFin (Sec Inst)

TENEMENT SCHEDULE

Tenement	State	Project	Km2	Status
M29/21	WA	Twin Hills	0.62665	Granted
M16/19	WA	Blue Funnel		Royalty
M15/675	WA	Garden Gully		Royalty
EL 5235	Victoria	Burwang	175.00	Granted
EL 5239	Victoria	Twist Creek	50.00	Granted
EL 5272	Victoria	Mudlark	50.00	Granted
EL 5240	Victoria	Grant-Dargo	200.00	Pending
Total Area			475.00

AUSTRALIAN TENEMENTS

The Status of the Western Australian tenements has been verified by independent inquiry by me. The status of the Victorian tenements has not been based on a recent independent inquiry by me, pursuant to paragraph 67 of the Valmin Code, by Agricola Mining Consultants Pty Ltd. The tenements are believed to be in good standing.

The mineral holdings are composed of four Exploration Licenses in Victoria, a Mining Claim in Western Australia a free carried interest and royalty agreement at Blue Funnel and a royalty agreement at Garden Gully.

PROJECT REVIEW

VICTORIAN GOLD PROJECTS

The Company currently holds three granted exploration licences and has an application pending for a further licence in eastern Victoria. The granted exploration licences are Burwang (EL5235), Twist Creek (EL55239), and Mudlark (ELL5272). The Grant-Dargo (EL52240) licence is still proceeding through the application process. These licences and the application are for low impact gold exploration over a number of historic gold mining areas that have received limited exploration using modern techniques.

The eastern Victorian goldfields were discovered in the Victorian Gold Rush of the mid-1800s, and significant underground gold mining ceased inn these areas between 1910 and 1930.

Over 300 gold mines, prospects and occurrences are documented within the licence and application areas. Government records show that combined production from reef and vein gold deposits within these areas was over 380,000 ounces at average grades in excess of 24 g/t gold. In addition, a similar amount of gold was also recovered at lower grades from alluvial deposits in the licence areas.

Fieldwork was completed on several Victorian prospects:

• 70 roadside rock chip samples collected on EL52235 with several returning grades over 1g/t Au
• 60 soil samples collected at Bakers Gully (EL5239)
• 153 soil samples collected around Rose, Thistle and Shamrock (EL5239)
• Roadside rock chip sampling at Twist Creek (EEL5239)
• 176 Soil samples over Excelsior (EL52399)
• 96 stream sediment samples at Magpie Gully (EL52339)
• Reconnaissance sampling and mapping of underground workings at Tallandoon (EL52441) and Mudlark (EL52722)

WESTERN AUSTRALIAN GOLD PROJECTS

Twin Hills (M 29/21), Western Australia

The Twin Hills project is located 27 km to the north of the town of Menzies in the Eastern Goldfields. The historic Twin Hills mine is located in a shear zone within a narrow greenstone belt located between two granitoids. Recorded production from the belt totalled 1,100 t of ore at an average grade of 23.6 g/t Au.

A Measured Resource of 17,540 t @ 20.86 g/t Au has been estimated to a depth of 100 m beneath surface. A study of the Twin Hills tenement is underway in order to reassess the potential for additional resources at depth and along strike.

Blue Funnel (M 16/19), Western Australia

As announced to the market on 31 March and 8 April 2011 the sale of the Blue Funnel tenement to Phoenix Gold Ltd has now been completed.

The total consideration of \$1,100,000 for the sale of a 95% interest in the project, including 4 million fully paid ordinary shares in Phoenix Gold Ltd and \$300,000 in cash, has been received.

In addition, Golden Deeps is to receive a royalty of \$20 per ounce for all gold produced from the tenement and has a retained 5% interest which will be free carried by Phoenix until the commencement of commercial mining.

Phoenix is planning an extensive exploration programme on its tenements within the Zuleika Shear, which also hosts the Blue Funnel Project.

Garden Gully

This project was sold under a Tenement Sale Agreement on 19 April 2009. The Company retains a royalty of \$1.00 per tonne, uncapped. Drilling results confirmed a mineralised zone over a strike length of 500 metres and a maximum depth of 50 metres. An estimate of Exploration Target of 450,000 to 550,000 tonnes is proposed as a basis for valuation without an estimate of grade. As the royalty is only applied to tonnes mined this estimate was considered to be appropriate for the valuation.

VALUATION ASSESSMENT

The Twin Hills, Blue Funnel and Garden Gully projects have estimated resources or Exploration Targets. When a resource or defined body of mineralisation has been outlined and its economic viability has still to be established (i.e. there is no ore reserve) then a Comparable Transactions approach is usually applied, often stated as a percentage of metal value. This can be applied to Mineral Resource estimates and Exploration Targets in accordance with the JORC code with appropriate discounts for risk in the different categories.

With gold projects the method requires allocating a dollar value to resource ounces of gold in the ground. This may also apply to well established zones of mineralisation which have not formally been categorised under the JORC code. An additional risk weighting may be appropriate in these circumstances.

A similar approach can be taken with other metals including copper or base metals sold on the spot market and benchmarks are similar to gold properties. Value is estimated as a percentage of contained value once appropriate discounts for uncertainty relating to resource categorisation are taken into account.

The Victorian Gold Projects are exploration projects. Several methods of valuation are available for such projects where a Mineral Resource has not yet been estimated in accordance with the JORC code. These include the use of valuations based on past exploration expenditure and valuations based on perceived prospectivity.

Exploration projects can be extremely variable and the use of comparable transactions is unlikely to produce a statistical spread of values for "similar" projects. This method can be used where a Mineral Resource has been estimated. The Prospectivity Exploration Multiplier (PEM) is based on past expenditure while the Kilburn Geoscience Rating (Geo-factor Rating) is based on opinions of the prospectivity hence tenements can have marked variation in value between the methods.

The 'Geo-factor Rating' method of valuation for exploration tenements is the preferred valuation method for the Company's current tenements as it focusses on the future prospectivity of the area.

The Geo-factor Rating method systematically assesses and grades of four key technical attributes of a tenement to arrive at a series of multiplier factors. The Basic Acquisition Cost (BAC) is the important input to the method and it is calculated by summing the application fees, annual rent, work required to facilitate granting (e.g. native title, environment etc) and statutory expenditure for a period of 12 months. This is usually expressed as average expenditure per square kilometre. Equity and grant status are also taken into account. Each factor then multiplied serially to the BAC. The 'Base Value is multiplied by the prospectivity rating (the assessment of prospectivity factors multiplied together) to establish the overall technical value of each mineral property.

Where exploration has produced documented results a PEM can be derived which takes into account the valuer's judgment of the success of the previous exploration techniques and results.

Paragraph 65 of RG 111 discusses a preference for the use of more than one valuation methodology. In the absence of a resource estimate in accordance with the JORC code an alternative method to the Geo-factor Rating method might consider past expenditure on the tenements and the uplift of value provided by encouraging result.

Past expenditures for the Company's current tenements are not available from the previous explorers over the duration of modern exploration and reliance is mainly placed on the Geo-factor method.

COMPARABLE TRANSACTIONS

MINERAL RESOURCE ESTIMATES

A resource estimate in accordance with the JORC code has been compiled for the Twin Hills project and Exploration targets have been suggested for the Blue Funnel and Garden Gully projects. They have been announced to the ASX in past releases and reports and are accepted here for the purpose of the valuation.

Twin Hills – Measured Resource: 17,541 tonnes at 20.86 g/t Au

Blue Funnel - Exploration Target: 150,000 tonnes at 4.5 g/t Au

Garden Gully – Exploration Target: 500,000 tonnes

VALUATION METHODOLOGY

Contained metal is calculated from the deposit tonnes and grade in the categories of the JORC code. The estimated contained value for the Inferred Resource is estimated based on current metal prices. The current Gold Price is estimated at A\$1,600 per ounce based on a average US gold price for April of ~US\$1050 (source:www.kitco.com) and an AUD:USD exchange rate of 1.03. The value per ounce for Blue funnel assumes 5% free carried interes4 and \$20 royalty (A\$100.10 per ounce) The royalty for Garden Gully is \$1.00 per tonne of ore and is not affected by current gold price.

A discount factor is applied to the contained value to recognise the JORC category and allow for resource risk. The base value for the project is estimated by multiplying the contained value by the discount factors.

Resource Category Discounts
Measured Resource	80%
Indicated Resource	70%
Inferred Resource	60%
Exploration Target	50%

Contained Value = [Contained metal]*[Value of Gold per ounce] Base Value = [Contained Value]*[Resource Discount]

Deposit:	Twin Hills	Blue Funnel	Garden Gully
Resource	Measured	Expl. Target	Expl. Target
Tonnes, Mt	17,541.00	150,000	500,000
Grade, Au g/t	20.86	4.50
Metal Content, Contained Ounces Au	11,760	21,700
Contained Value A\$M	18.84	2.17	0.50
	Twin Hills	Blue Funnel	Garden Gully
Base Value A\$M	15.08	1.09	0.25

Average Acquisition Cost

A range of average acquisition cost (AAC) percentages is estimated based on a database of comparative transactions in the gold industry over the last 20 years.

The Average Acquisition Cost (AAC) for gold projects lies in the range of 2% to 4.5%. The data set does not differentiate between resource categories and it is implicit that this has been taken into account with risk related discounts. Information on sales internationally has shown a pattern for the AAC as shown in the chart and percentile table.

For the purpose of this valuation the Average Acquisition Cost for the lower, preferred and higher value is selected at the 25th, 50th and 75th percentiles. The Base Value is multiplied by AAC Percentiles to arrive at the estimated project technical value.

Total Project Technical Value, A\$M
	Twin Hills	Blue Funnel	Garden Gully	Total
Low	0.396	0.029	0.007	0.431
High	0.505	0.036	0.008	0.550
Preferred	0.452	0.033	0.008	0.492
% of contained value	2.4%	1.5%	1.5%

GEO-FACTOR RATING METHOD

BASE VALUE

This represents the exploration cost for the current period of the tenements. The current Base Acquisition Cost (BAC) for exploration projects is considered to be the average expenditure for Exploration Licences in Western Australia. Exploration Licences attract a minimum annual expenditure for the first three years of \$1000 per block and annual rent of \$113.5 per block. A 15% administration fee is taken into account to imply a BAC of \$410 to \$450 per square kilometre. More mature tenements are escalated in proportion to the increase in rent for years 4 to 5 and year 6 and over.

Western Australia Expenditure Commitments

Tenure	Maturity	Low	High
Exploration Licence	Years 1 to 3	410	450
Exploration Licence	Years 4 to 5	620	680
Exploration Licence	Year 6 on	1,240	1,360
Prospecting Licences	All years	4,900	5,400
Mining Lease	All Years	13,200	14,500

The Victorian tenements have been ascribed a base acquisition cost of \$410 to \$450 per square kilometres to reflect the early stage on exploration so far achieved.

A discount of 40% (Grant factor of 60%) is applied to the pending tenement to recognise the uncertainty of the grant process. The Company has 100% equity in all the tenements.

Base Value = [Area][Grant Factor][Equity]*[Base Acquisition Cost]

Golden Deeps Ltd
Tenement Factors
Tenement	State	Project	Equity	Km2	Status	Grant		BAC
						Factor	Low	High
EL 5235	Victoria	Burwang	100%	175.00	Granted	100%	410	450
EL 5239	Victoria	Twist Creek	100%	50.00	Granted	100%	410	450
EL 5272	Victoria	Mudlark	100%	50.00	Granted	100%	410	450
EL 5240	Victoria	Grant-Dargo	100%	200.00	Pending	60%	410	450
Total Area				475.00

PROSPECTIVITY ASSESSMENT FACTORS

An assessment of the prospectivity of tenements was carried out. This includes a consideration of

• Regional mineralization, old and current workings and the validity of conceptual models.
• Local mineralization within the tenements and the application of conceptual models within the tenements.
• Identified anomalies warranting follow up within the tenements.
• The proportion of structural and lithological settings within the tenements and difficulty encountered by cover rocks and other factors.

KILBURN RATING CRITERIA - SIMPLIFIED
Rating	Off Site Factor	On Site Factor	Anomaly Factor	Geological Factor
1	Indications of Prospectivity	Indications of Prospectivity	No targets outlined	Generally favourable geological environment
2	Resource targets Identified	Targets identified with successful early drilling	Exposure of mineralised zones or surface drilling (RAB)	Generally favourable lithology with structures or exposures of mineralised zones
3	Along Strike or adjacent to known mineralization	Grade intercepts on adjacent sections - Exploration Targets Estimated from sound evidence	Significant grade intercepts not yet linked on cross and long sections	Significant mineralised zones exposed in prospective host rocks
4		Inferred Resource identified not yet estimated	Grade intercepts on adjacent sections

Assessments in each category are based on a set scale (see above and appendix) and are multiplied together to arrive at a "prospectivity index".

Prospectivity Index = [Off Site Factor][On Site Factor][Anomaly Factor]*[Geology Factor]
--------------------------------------------------------------------------------------------	--	--

Golden Deeps Ltd Prospectivity Factors
Tenement	State	Project		Off Site		On Site		Anomaly		Geology
			Low	High	Low	High	Low	High	Low	High
EL 5235	Victoria	Burwang	2.50	2.60	2.75	2.85	2.50	2.60	1.50	1.60
EL 5239	Victoria	Twist Creek	2.00	2.10	2.25	2.35	2.00	2.10	1.50	1.60
EL 5272	Victoria	Mudlark	2.00	2.10	2.25	2.35	2.00	2.10	1.50	1.60
EL 5240	Victoria	Grant-Dargo	2.00	2.10	2.25	2.35	2.00	2.10	1.50	1.60

TECHNICAL VALUE

An estimate of technical value has been compiled for the tenements based on the base acquisition cost, area, grant status, equity and ratings for prospectivity.

Golden Deeps Ltd Technical Value
Tenement	State	Project		Technical Value A\$M
			Low	High	Preferred
EL 5235	Victoria	Burwang	1.85	2.43	2.13
EL 5239	Victoria	Twist Creek	0.28	0.37	0.32
EL 5272	Victoria	Mudlark	0.28	0.37	0.32
EL 5240	Victoria	Grant-Dargo	0.66	0.90	0.78
Total			3.07	4.07	3.55

Technical Value = [Base Value]*[Prospectivity Index]

Exploration Tenements – Alternative Valuation Methods:

There is a preference for the use of more than one valuation methodology for the same tenements expressed in Paragraph 65 of Regulatory Guide 111. An alternative method to the Geo-factor Rating method might consider past expenditure on the tenements and the uplift of value provided by encouraging result indicated by the Prospectivity Enhancement Multiplier (PEM.

PEM Range	Criteria
1.3 – 1.5	Exploration has considerably increased the prospectivity (geological mapping, geochemical or geophysical)
1.5 – 2.0	Scout Drilling has identified interesting intersections of mineralization
2.0 – 2.5	Detailed Drilling has defined targets with potential economic interest.
2.5 – 3.0	A resource has been defined at Inferred Resource Status, no feasibility study has been completed

Complete records of past expenditure for the Projects are not available from the previous explorers. The project has been extensively explored in the past with mapping, satellite imagery, geophysics, surface geochemistry and historical drilling forming part of the data base.

It is considered reasonable to suggest that the current value of these work elements would be as shown in the following table. This is considered speculative (but plausible) and the successful results of the work indicate that detailed drilling has defined targets with potential economic interest with the potential to contain medium sized deposits and small Inferred Resources may be estimated. This would attract Prospectivity Enhancement Multipliers as set out below.

Golden Deeps
Ltd
Technical Value - Prospectivity Enhancement Method
		Expenditure, A\$M		PEM		Technical Value, A\$M
	Low	High	Low	High	Low	High	Preferred
EL 5235	1.00	1.25	1.75	2.00	1.75	2.50	2.13
EL 5239	0.25	0.30	1.50	1.75	0.38	0.53	0.45
EL 5272	0.25	0.30	1.50	1.75	0.38	0.53	0.45
EL 5240	0.50	0.60	1.50	1.75	0.75	1.05	0.90

MARKET VALUE

In arriving at a fair market value for a particular exploration tenement, I have considered the current market for exploration properties in Australia and overseas. It is considered appropriate to apply a small to medium market premium to the technical value of the exploration potential of the tenements.

I have considered the Country risk and current market for exploration properties in Australia. An assessment of country risk and an assessment of the Business Climate have been provided by a specialist firm (source: www.coface.com). The rating for Australia is 'A1' for country risk and 'A1' for business climate which are considered to be low. This rating will affect the market factor in assessing market value.

The current market value for mineral projects in Australia is considered to be mildly buoyant and a base market factor of 15% to 20% has been applied to the basic technical value.

Market Value = [Technical Value]*[Adjusted Market Factor]

Projects with Estimated Resources and Exploration Targets – Comparable Transaction Method:

Total Project Market Value, A\$M
	Twin Hills	Blue Funnel	Garden Gully	Total
Low	0.455	0.033	0.008	0.495
High	0.606	0.044	0.010	0.660
Preferred	0.531	0.038	0.009	0.578
% of contained value	2.8%	1.8%	1.8%
\$/t Resource	30.25	0.25	0.02

Exploration Projects – Geo-Factor Method:

Golden Deeps Ltd Market Value
Tenement	State	Project		Market Value
				Market Factor	Low	High	Preferred
EL 5235	Victoria	Burwang	115.0%	120.0%	2.13	2.91	2.52
EL 5239	Victoria	Twist Creek	115.0%	120.0%	0.32	0.45	0.38
EL 5272	Victoria	Mudlark	115.0%	120.0%	0.32	0.45	0.38
		Grant
EL 5240	Victoria	Dargo	115.0%	120.0%	0.76	1.07	0.92
Total					3.53	4.88	4.21

VALUATION OPINION

Based on an assessment of the factors involved I estimate the value for the projects with established resources and exploration targets and the exploration projects to be in the range A\$4.0 million to A\$5.5 million with a preferred value of A\$4.8 million. This valuation is effective on 4th May 2012.

Summary Valuation

Market Value, A\$M	Low	High	Preferred
Twin Hills	0.46	0.61	0.53
Burwang	2.13	2.91	2.52
Twist Creek	0.32	0.45	0.38
Mudlark	0.32	0.45	0.38
Grant-Dargo	0.76	1.07	0.92
Blue Funnel	0.03	0.04	0.04
Garden Gully	0.01	0.01	0.01
Total	4.02	5.54	4.78

APPENDIX

MINERAL ASSETS VALUATION METHODOLOGY FOR EXPLORATION TENEMENTS

FAIR MARKET VALUE OF MINERAL ASSETS

Mineral assets include, but are not limited to, mining and exploration tenements held or acquired in connection with the exploration, the development of, and the production from those tenements together with all plant, equipment and infrastructure owned or acquired for the development, extraction and processing of minerals in connection with those tenements.

	Mineral assets classification
Exploration areas	Mineralization may or may not have been identified, but where a mineral resource has not been defined.
Advanced exploration areas	Mineral resources have been identified and their extent estimated (possibly incompletely). This includes properties at the early stage of assessment.
Pre-development projects	A positive development decision has not been made. This includes properties where a development decision has been negative, properties on care and maintenance and properties held on retention titles.
Development projects	Committed to production, but which, are not yet commissioned or not initially operating at design levels.
Operating Mines	Mineral properties, particularly mines and processing plants, which have been fully commissioned and are in production.

The fair market value of a mineral asset is the estimated amount of money or the cash equivalent or some other consideration for which the mineral asset should change hands between a willing buyer and a willing seller in an arm's length transaction. Each party is assumed to have acted knowledgeably, prudently and without compulsion.

The value of a mineral asset usually consists of two components,

• The underlying or Technical Value which is an assessment of a mineral asset's future net economic benefit under a set of appropriate assumptions, excluding any premium or discount for market, strategic or other considerations.
• The Market Component, which is a premium relating to market, strategic or other considerations which, depending on circumstances at the time, can be either positive, negative or zero.

When the technical and market components of value are combined the resulting value is referred to as the market value. A consideration of country risk should also be taken into account for overseas projects.

The value of mineral assets is time and circumstance specific. The asset value and the market premium (or discount) changes, sometimes significantly, as overall market conditions, commodity prices, exchange rates, political and country risk change.

REGULATORY AUTHORITIES

Mineral asset valuations are governed by the VALMIN code and ASIC Practice Note 43 in Australia and by the CIMVAL code, NI43-101 and TSXV Appendix 3G in Canada

THE VALMIN CODE

The four main requirements of the VALMIN Code are

Transparency The report needs to explain how the valuation was done and the assumptions used in calculating the value. The objective is to provide sufficient information that other people can come up with the same answer.

Materiality This means the valuer has to ensure that all important data that could have a significant impact on the valuation is included in the report.

Competence The valuer must be competent at doing valuations. The person needs to be an expert in the particular exploration target being evaluated. Typically the person needs at least 5 years' experience in that commodity.

Independence. The valuer must act in a professional manner and not favour the buyer or the seller. In other words the price must be set at a "fair market value". To achieve independence, the valuer must not receive any special benefit from doing the study.

The decisions as to the valuation methodology or methodologies to be used and the content of the Report are solely the responsibility of the Expert or Specialist whose decisions must not be influenced by the Commissioning Entity. The Expert or Specialist must state the reasons for selecting each methodology used in the Report. Methods chosen must be rational and logical and be based upon reasonable grounds.

The Expert or Specialist should make use of valuation methods suitable to the Mineral or Petroleum Assets or Mineral or Petroleum Securities under consideration. Selection of the appropriate valuation method will depend on, inter alia:

• (a) the purpose of the Valuation;
• (b) the development status of the Mineral or Petroleum Assets;
• (c) the amount and reliability of relevant information;
• (d) the risks involved in the venture; and
• (e) the relevant market conditions for commodities and/or shares.

The Expert or Specialist should choose, discuss and disclose the selected valuation method(s) appropriate to the Mineral or Petroleum Assets or Mineral or Petroleum Securities under consideration, stating the reasons why the particular valuation method(s) have been selected in relation to those factors set out in Paragraph 39 and to the adequacy of available data. It may also be desirable to discuss why a particular valuation method has not been used. The disclosure should give a sufficient account of the valuation method(s) used so that another Expert could understand the procedure used and assess the Valuation. Should more than one valuation method be used and different valuations result, the Expert or Specialist should comment on the reason(s) for selecting the Value adopted.

Australian Securities and Investment Commission – Regulatory Guides RG111 and RG112

It is not the ASIC's role or intention to limit the expert's exercise of skill and judgment in selecting the most appropriate method or methods of valuation. However, it is appropriate for the expert to consider:

• (a) the discounted cash flow method;
• (b) the amount which an alternative acquirer might be willing to offer if all the securities in the target company were available for purchase;

The ASIC does not suggest that this list is exhaustive or that the expert should use all of the methods of valuation listed above. The expert should justify the choices of valuation method and give a sufficient account of the method used to enable another expert to replicate the procedure and assess the valuation. It may be appropriate for the expert to compare the figures derived by more than one method and to comment on any differences.

The complex valuations in an expert's report necessarily contain significant uncertainties. Because of this an expert who gives a single point value will usually be implying spurious accuracy to his or her valuation. An expert should, however, give as narrow a range of values as possible. An expert report becomes meaningless if the range of values is too wide. An expert should indicate the most probable point within the range of values if it is feasible to do so.

The expert should carry out sufficient enquiries or examinations to establish reasonable grounds for believing that any profit forecasts, cash flow forecasts and unaudited profit figures that are used in the expert's report, and have been prepared on a reasonable basis. If there are material variations in method or presentation the expert should adjust for or comment on them in the report.

The expert should discuss the implications to his or her valuation if:

• (a) the current market value of the subject of the report is likely to change because of market volatility (for example, boom or depression); or
• (b) the current market value differs materially from that derived by the chosen method.

VALUATION METHODOLOGY FOR EXPLORATION TENEMENTS

Valuation of exploration properties is exceptionally subjective. If an economic resource is subsequently identified then a new valuation will be dramatically higher, or alternatively if expenditure of further exploration dollars is unsuccessful then it is likely to decrease the value of the Tenements. There are a number of generally accepted procedures for establishing the value of exploration properties and, where relevant, the use of more than one such method to enable a balanced analysis and a check on the result has been undertaken. The value will always be presented as a range with the preferred value identified. The preferred value need not be the median value, and will be determined by the Independent Expert based on his experience.

The Independent Expert, when determining a value for a mineral asset, must assess a range of technical issues prior to selection of a valuation methodology. Often this will require seeking advice from a specialist in specific areas. The key issues are:

• geological setting and style of mineralization
• level of knowledge of the geometry of mineralization in the district
• mining history, including mining methods
• location and accessibility of infrastructure
• milling and metallurgical characteristics of the mineralization
• results of exploration including geological mapping, costeaning and drilling of interpretation of geochemical anomalies
• parameters used to identify geophysical and remote sensing data anomalies
• location and style of mineralization identified on adjacent properties
• appropriate geological models

In addition to these technical issues the Independent Expert needs to make a judgement about the market demand for the type of property, commodity markets, financial markets and stock markets. The technical value of a property should not be adjusted by a "market factor" unless there is a marked discrepancy between the technical value and the market value. When this is done the factor should be clearly identified.

Where there are identified reserves it is appropriate to use financial analysis methods to estimate the net present value (NPV) of the properties. This technique has deficiencies which include assessment of only a very narrow area of risk, namely the time value of money given the real discount rate, and the underlying assumption that a static approach is applicable to investment decision making, which is clearly not the case.

When assessing value of exploration properties with no identified mineral resources or only inferred resources it is inappropriate to prepare any form of financial analysis to determine the net present value. The valuation of exploration tenements or licences, particularly those without identified resources, is highly subjective and a number of methods are appropriate to give a guide as discussed below.

All of these valuation methods are relatively independent of the location of the mineral property. Consequently the valuer will make allowance for access to infrastructure etc when choosing a preferred value. It is observed that the Prospectivity Exploration Multiplier (PEM) is heavily based on the expenditure, while the Kilburn Geoscience Rating (Kilburn) is more heavily based on opinions of the prospectivity hence tenements can have marked variation in value between the methods. If the Kilburn assessment is high and the PEM is low it indicates effective well focussed exploration, if the Kilburn is low and the PEM high it suggests that the tenement is considered to have lower prospectivity.

PROSPECTIVITY ENHANCEMENT MULTIPLIER (PEM) OR MULTIPLE OF EXPLORATION EXPENDITURE (MEE)

Past expenditure on a tenement and/or future committed exploration expenditure can establish a base value from which the effectiveness of exploration can be assessed. Where exploration has produced documented results a PEM can be derived which takes into account the valuer's judgment of the prospectivity of the tenement and the value of the database.

PEM Range	Criteria
0.2 – 0.5	Exploration (past and present) has downgraded the tenement prospectivity, no mineralization identified
0.5 – 1.0	Exploration potential has been maintained (rather than enhanced) by past and present activity from regional mapping
1.0 – 1.3	Exploration has maintained, or slightly enhanced (but not downgraded) the prospectivity
1.3 – 1.5	Exploration has considerably increased the prospectivity (geological mapping, geochemical or geophysical)
1.5 – 2.0	Scout Drilling has identified interesting intersections of mineralization
2.0 – 2.5	Detailed Drilling has defined targets with potential economic interest.
2.5 – 3.0	A resource has been defined at Inferred Resource Status, no feasibility study has been completed
3.0 – 4.0	Indicated Resources have been identified that are likely to form the basis of a prefeasibility study
4.0 – 5.0	Indicated and Measured Resources have been identified and economic parameters are available for assessment.

PEM Factors Used in this valuation method

Future committed exploration expenditure is discounted to 60% by some valuers to reflect the uncertainty of results and the possible variations in exploration programmes caused by future undefined events. Expenditure estimates for tenements under application are often discounted to 60% of the estimated value by some valuers to reflect uncertainty in the future granting of the tenement. The PEM Factors are defined in the table.

GEO-FACTOR RATING METHOD

Valuation is based on a calculation in which the geological prospectivity, commodity markets, financial markets, stock markets and mineral property markets are assessed independently. The Kilburn method is essentially a technique to define a value based on geological prospectivity. The method appraises a variety of mineral property characteristics:

• location with respect to any off-property mineral occurrence of value, or favourable geological, geochemical or geophysical anomalies;
• location and nature of any mineralization, geochemical, geological or geophysical anomaly within the property and the tenor of any mineralization known to exist on the property being valued;
• number and relative position of anomalies on the property being valued;
• geological models appropriate to the property being valued.

The Method systematically assesses and grades these four key technical attributes of a tenement to arrive at a series of multiplier factors. The Basic Acquisition Cost (BAC) is the important input to the Kilburn Method and it is calculated by summing the application fees, annual rent, work required to facilitate granting (e.g. native title, environment etc) and statutory expenditure for a period of 12 months.

Exploration Licences attract a minimum annual expenditure for the first year of \$1000 and annual rent of \$113.5 per block. A 15% administration fee is taken into account to imply a BAC of \$410 to \$450 per square kilometre. More mature tenements are escalated in proportion to the increase in rent for years 4 to 5 and year 6 and over.

	Western Australia Expenditure Commitments
Exploration Licence	Year 1	410	450
Exploration Licence	Year 2	480	530
Exploration Licence	Year 3	550	610
Exploration Licence	Years 4 to 5	620	680
Exploration Licence	Year 6 on	1,200	1,320
Prospecting Licences	All years	4,900	5,400
Mining Lease	All Years	13,200	14,500

The multipliers or ratings and the criteria for rating selection across these 6 factors are summarised in the following table.

			KILBURN GEO-FACTOR RATING CRITERIA - MODIFIED
	Rating	Address - Off Property	Mineralization - On Property	Anomalies	Geology
Low	0.5	Very little chance of mineralization, Concept unsuitable to environment	Very little chance of mineralization, Concept unsuitable to environment	Extensive previous exploration with poor results - no encouragement	Generally Unfavourable lithology
Average	1	Indications of Prospectivity, Concept validated	Indications of Prospectivity, Concept validated	Extensive previous exploration with encouraging results - regional targets	Deep alluvium Covered Generally favourable geology
	1.5	RAB Drilling with some	Exploratory sampling	Several early stage	Shallow alluvium

		scattered results	with encouragement, Concept validated	targets outlined from geochemistry and geophysics	Covered Generally favourable geology (50-60%)
	2	Significant RC drilling leading to advance project status	RAB &/or RC Drilling with encouraging intercepts reported	Several well defined surface targets with some RAB drilling	Exposed favourable lithology (60-70%)
	2.5	Grid drilling with encouraging results on adjacent sections	Diamond Driing after RC with encouragement	Several well defined surface targets with encouraging drilling results	Strongly favourable lithology (70-80%)
High	3	Resource areas identified	Advanced Resource definition drilling - early stage	Several significant subeconomic targets - no indication of volume	Highly prospective geology (90 - 100%)
	3.5	Along strike or adjacent to known mineralization at Pre-Feasibility Stage	Resource areas identified	Subeconomic targets of possible significant volume - early stage drilling
	4	Along strike or adjacent to Resources at Definitive Feasibility Stage	Along strike or adjacent to known mineralization at Pre-Feasibility Stage	Marginal economic targets of significant volume - advanced drilling
	4.5	Along strike or adjacent to Development Stage Project	Along strike or adjacent to Resources at Definitive Feasibility Stage	Marginal economic targets of significant volume - well drilled at Inferred Resource srage
Very High	5	Along strike or adjacent to Operating Mine	Along strike or adjacent to Development Stage Project	Several significant ore grade correlatable intersections with estimated resources

Estimate of project value is carried out on a tenement by tenement basis and uses four calculations as shown mellow.

Base Value = [Area]*[Grant Factor]*[Equity]*[Base Acquisition Cost]

Prospectivity Index = [Off Site Factor]*[On Site Factor]*[Anomaly Factor]*[Geology Factor]

Technical Value = [Base Value]*[Prospectivity Index]

Market Value = [Technical Value]*[Adjusted Market Factor]

VALUATION OF RESOURCES BY COMPARABLE TRANSACTIONS

If a property in the recent past was the subject of an arms-length transaction, for either cash or shares (i.e. from a company whose principal asset was the mineral property) then this forms the most realistic starting point, provided that the deal is still relevant in today's market. Complicating matters is the knowledge that properties rarely change hands for cash, except for liquidation purposes, estate sales, or as raw exploration property when sold by an individual prospector, or entrepreneur.

Any underlying royalty or net profits interests or rights held by the original vendor of the claims should be deducted from the resultant property value before determination of the company's interest. Also, reductions in value should be made where environmental, legal or political sensitivities could seriously retard the development of exploration properties.

It should be noted again that exploration is cyclical, and in periods of low metal prices there is often no market, or a market at very low prices, for ordinary exploration acreage (inventory property) unless it is combined with a significant mineral deposit, or with other incentives.

Truly Comparable Transactions are rare for early stage properties without defined drill targets. This is natural in a recession, as companies focus on brownfields exploration. Inflated prices paid for property in fashionable areas should not be discounted because they reflect the true market value of a property at the transaction date. If however, the market sentiment is not so buoyant then adjustments must be made.

When only a resource or defined body of mineralisation has been outlined and its economic viability has still to be established (i.e. there is no ore reserve) then a Comparable Transactions approach is usually applied, often stated as a percentage of metal value. This can be applied to Mineral Resource estimates and Exploration Targets in accordance with the JORC code with appropriate discounts for risk in the different categories.

Resource Category Discounts
Measured Resource	80%
Indicated Resource	70%
Inferred Resource	60%
Exploration Target	50%

With gold projects the method requires allocating a dollar value to resource ounces of gold in the ground. This may also apply to well established zones of mineralisation which have not formally been categorised under the JORC code. An additional risk weighting may be appropriate in these circumstances.

The dollar value must take into account a number of aspects of the resources including:

• The confidence in the resource estimation (the JORC Category).
• The quality of the resource (grade and recovery characteristics)
• Possible extensions of the resource in adjacent areas
• Exploration potential for other mineralisation within the tenements
• Presence and condition of a treatment plant within the project

• Proximity of toll treatment facilities, infrastructure, development and capital expenditure aspects

A similar approach can be taken with other metals including uranium or base metals sold on the spot market and benchmarks are similar to gold properties. Value is estimated as a percentage of contained value once appropriate discounts for uncertainty relating to resource categorisation are taken into account. An example of appropriate discounts for Rare Earths, Iron Ore and Base Metals is included below but these must be considered on a case-by-case basis.

Rare Earths	Iron Ore	Base Metals
60%	88.00%	100%
100%	90.00%	100%
		90%
		90%
		90%
		90%
		90%
7.6%	21.10%	59.0%
	50% 75% 90% 50% 75%	80.00% 80.00% 70.00% 70.00% 85.00%

The AAC for gold projects lies in the range of 2% to 5%. The data set does not differentiate between resource categories and it is implicit that this has been taken into account with risk related discounts. Information on sales internationally has shown a pattern for 'Apparent Acquisition Cost' (AAC) over the last twenty years as shown in the following chart.

Comparative transactions in the gold industry over the last 20 years

For the purpose of valuation the Average Acquisition Cost for the lower, preferred and higher value is selected at the 25th, 50th and 75th percentiles.

		AAC Percentiles
Percentile	10th	25th	50th	75th	90th
Average Acquisition Cost	2.2%	2.5%	3.0%	3.4%	3.9%

VALUATION REFERENCES

AusIMM, (2004), "Australasian Code for Reporting of Mineral Resources and Ore Reserves (JORC Code), prepared by the Joint Ore Reserves Committee (JORC) of the AusIMM, the Australian Institute of Geoscientists (AIG) and the Minerals Council of Australia (MCA)", (The JORC Code) effective December 2004.

AusIMM. (2005), "Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (the VALMIN Code)" 2005 Edition.

AusIMM, (1998), "Valmin 94 – Mineral Valuation Methodologies".

Barnett, D W and Sorentino, C, 1994. Discounted cash flow methods and the capital asset pricing model, in Proceedings Mineral Valuation Methodologies 1994 (VALMIN '94) pp 17-35 (The Australasian Institute of Mining and Metallurgy: Melbourne).

CANADIAN INSTITUTE OF MINING, METALLURGY AND PETROLEUM, (2000), "CIM Standards on Mineral Resources and Reserves-Definitions and Guidelines". Prepared by the CIM Standing Committee On Reserve Definitions. Adopted by CIM Council August 20, 2000.

CIM, (April 2001), "CIM Special Committee on Valuation of Mineral Properties (CIMVAL)" Discussion paper.

CIM, (2003) – "Standards and Guidelines for Valuation of Mineral Properties. Final Version, February 2003" Special Committee of the Canadian Institute of Mining, Metallurgy and Petroleum on Valuation of Mineral Properties (CIMVAL).

Goulevitch J and Eupene G S; 1994; Geoscience rating for valuation of exploration properties – applicability of the Kilburn Method in Australia and examples of its use; Proceedings of VALMIN 94; pages 175 to 189; The Australasian Institute of Mining and Metallurgy, Carlton, Australia.

Kilburn, LC, 1990, "Valuation of Mineral Properties which do not contain Exploitable Reserves" CIM Bulletin, August 1990.

Lawrence, M.J, 2007. Valuation methodology for Iron Ore Mineral Properties – thoughts of an Old Valuer: Iron ore Conference, Perth WA, 20 – 22 August 2007.

Rudenno, (1998), "The Mining Valuation Handbook".

Wellmer, F., 1989, "Economic Evaluations in Exploration", Springer.

Type of Licence	Exclusive Prospecting Licence
Number	14/2/1/4/2/3743
Holder	Oshivela Mining (Proprietary) Limited
Minerals	Precious Metals, Base & Rare Metals and Industrial Minerals
Status	Granted
Commencement	28 th August 2010

Expiry	27 th August 2012
Region	Otjozondjupa
Division	B
District	Grootfontein
Comments	This licence is in its first renewal period.

Type of Licence	Exclusive Prospecting Licence
Number	14/2/1/4/2/3744
Holder	Oshivela Mining (Proprietary) Limited
Minerals	Precious Metals, Base & Rare Metals and Industrial Minerals
Status	Granted
Commencement	28 th August 2010
Expiry	$27th$ August 2012
Region	Otjozondjupa
Division	B
District	Grootfontein

Comments	This licence is in its first renewal period.
-----------------	-------------------------------------------------

Type of Licence	Exclusive Prospecting Licence
Number	14/2/1/4/2/3745
Holder	Oshivela Mining (Proprietary) Limited
Minerals	Precious Metals, Base & Rare Metals and Industrial Minerals
Status	Granted
Commencement	28 th August 2010
Expiry	27 th August 2012
Region	Otjozondjupa
Division	B
District	Grootfontein
Comments	This licence is in its first renewal period.

Type of Licence	Exclusive Prospecting Licence

Number	14/2/1/4/2/3541
Holder	Huab Energy (Proprietary) Limited *
Minerals	Nuclear Fuels
Status	Pending **
Commencement	$16^{th}$ November 2006 ***
Expiry	$15^{th}$ November 2007 ***
Region	Kunene
Division	А
District	Khorixas
Comments	This licence was issued in the name of Starting Right Six Sixty Investment (Proprietary) Limited, registration number 2005/712, but that company has changed its name to Huab Energy (Proprietary) Limited. licence The document inspected by us has not been endorsed as yet to reflect the name change, but the licence is reflected in Register of Mineral the Licences under the name of holder Huab its Energy (Proprietary) Limited. $*$ This is the information from Register of Mineral the Licences. An application for renewal of this licence was lodged on the $6th$ August 2007 but has as yet not been granted. Consequently, this licence reflected is as

pending on the Register of
Mineral Licences, but will
remain valid until the
application for renewal has
been withdrawn or is refused.
$ * $ Original information - on licence documents.

Type of Licence	Exclusive Prospecting Licence
Number	14/2/1/4/2/3543
Holder	Huab Energy (Proprietary) Limited *
Minerals	Base and rare metals, Industrial Minerals and Precious Metals
Status	Pending **
Commencement	12 September 2009
Expiry	11 September 2011 **
Region	Otjozondjupa / Oshikoto
Division	B
District	Grootfontein / Tsumeb
Comments	* This licence was issued in the of Starting Right name Six Investment Sixty (Proprietary) Limited, registration number

2005/712, but that company changed its name to Huab
Energy (Proprietary) Limited
on in 2007. The licence
document inspected by us
has not been endorsed as yet
to reflect the name change,
but the licence is reflected in Register of Mineral the
Licences under the name of
its holder Huab Energy
(Proprietary) Limited.
** A renewal application for this
licence was lodged by Huab
Energy on $5th$ July 2011, but has not yet been granted.
Consequently, this licence is
reflected as pending, but will
remain valid until the
application for renewal has
been withdrawn or is
refused.

Type of Licence	Exclusive Prospecting Licence
Number	14/2/1/4/2/3774
Holder	Huab Energy (Proprietary) Limited *
Minerals	Nuclear Fuel Minerals
Status	Pending
Commencement	10 October 2007
Expiry	9 October 2008
Region	Kunene

Division	A
District	Khorixas
Comments	This licence was issued in the $\sigma$ Starting Right name Investment Sixty Six (Proprietary) Limited, registration number 2005/712, but that company has changed its name to Huab Energy (Proprietary) Limited. The licence document inspected by us has not been endorsed as yet to reflect the name change, but the licence is reflected in the Register of Mineral Licences under the name of its holder Huab Energy (Proprietary) Limited. $*$ We are informed by the representatives of Huab Energy that a a renewal application for this licence was lodged by Huab Energy on 15 th July 2008, and we have seen a relevant receipt for a renewal application fee paid by Huab Energy. We did, however, not see a copy of the actual renewal application, as Huab Energy has apparently not kept such a copy. This renewal has, as yet, not been granted. Consequently, this licence is reflected as pending, but will remain valid until the application for renewal has been withdrawn is or refused.

	JJ」 / 、、、 の::::::::: ブ) 、 :::::::::::::::::::::::::::::::::::
ype Number	Mineral	Status Share Issue		Expiry Region		Div. District
14/2/1/4/2/3743	minerals and Base and rare metals, Industrial Precious metals	Granted			100.00% 28/08/2010 27/08/2012 Otjozondjupa	Grootfontein
14/2/1/4/2/3744	minerals and Base and rare metals, Industrial Precious metals	Granted			100.00% 28/08/2010 27/08/2012 Otjozondjupa	Grootfontein
14/2/1/4/2/3745	minerals and Base and rare metals, Industrial Precious metals	Granted			100.00% 28/08/2010 27/08/2012 Otjozondjupa	Grootfontein
14/2/1/4/2/3746	minerals and Base and rare metals, industrial Precious metals	Abandoned		100.00% 28/08/2007 27/08/2010	Oshikoto/Otjozondj	Tsumeb/Grootfon ξ

		、、 、、、、
	Type Number	Mineral			Status Share Issue Expiry Region		Div. District
ដូ	14/2/1/4/2/3541	Nuclear fuel minetrals	Pending	100.00%
ដូ	14/2/1/4/2/3543	Base and rare metals, industrial minerals and Precious metals	Pending	100.00%		Otjozondjupa/Oshik B	Grootfontein/Tsum a
ដូ	14/2/1/4/2/3772	Nuclear fuel minerals	Pending	100.00%		Lunene	Khorixas
ដូ	14/2/1/4/2/3773	Nuclear fuel minerals	Pending	100.00%		lunene	Khorixas
ہے م	14/2/1/4/2/3774	Nuclear fuel minerals	Pending	100.00%		lunene	Khorixas
ಕ್ಕ	14/2/1/4/2/102	Nuclear fuel minerals	Refused	100.00%	16/11/2006 15/05/2007	Kunene	Khorixas