GORILLA GOLD MINES LTD — M&A Activity 2011

Apr 7, 2011

HARBOUR^&CO

Company Announcements Platform ASX Limited 20 Bridge Street Sydney NSW 2000

By facsimile: 1300 135 638

8 April 2011

For immediate release to the market

Notice of Supplementary Bidder's Statement

Unconditional on-market offer by Seager Rex Harbour for all of the fully paid ordinary shares in Mintails Limited (ASX:MLI) (ABN 45 008 740 672) ("Mintails")

I act as an attorney for Mr Seager Rex Harbour, who is a natural person.

In accordance with subsection 647(3)(b) of the Corporations Act 2001 (Cwlth), I now attach a copy of Mr Harbour's supplementary bidder's statement dated 8 April 2011 in relation to his unconditional on-market offer for all of the fully paid ordinary shares in Mintails. The supplementary bidder's statement will be lodged with the Australian Securities and Investments Commission today.

Yours sincerely

Lilling

Seager Rex Harbour by his attorney Laurence Blumberg

Suite 302, 209 Oxford Street Bondi Junction NSW 2022 PO Box 2657 Bondi Junction NSW 1355 T+61 (0)2 8324 1000 F+61 (0)2 8088 8099 mail@harbourco.com.au

ABN 63 001 945 204

This document is the first supplementary bidder's statement ("First Supplement") to the bidder's statement dated 11 March 2011 ("Bidder's Statement") issued by Mr Seager Rex Harbour of 15 Blvd Princesse Charlotte, Monte Carlo, Monaco MC 98000, in relation to the on-market offer by Mr Seager Rex Harbour ("Offer") for the ordinary shares in Mintails Limited (ABN 45 008 740 672) ("Mintails"). A copy of the Bidder's Statement was lodged with the Australian Securities and Investments Commission ("ASIC") and the Australian Securities Exchange ("ASX") on 11 March 2011 and a further copy was despatched to Mintails Shareholders on or about 21 March 2011.

This First Supplement supplements, and is to be read together with, the Bidder's Statement as despatched to Mintails Shareholders on or about 21 March 2011.

FIRST SUPPLEMENTARY BIDDER'S STATEMENT

in respect of the Offer by

Mr Seager Rex Harbour

15 Blvd Princesse Charlotte, Monte Carlo, Monaco MC 98000

for the ordinary shares in

Mintails Limited

(ABN 45 008 740 672)

8 April 2011

Unless the context requires otherwise, defined terms in the Bidder's Statement have the same meaning in this First Supplement. This First Supplement prevails to the extent of any inconsistency with the Bidder's Statement.

A copy of this First Supplement was lodged with ASIC on 8 April 2011. Neither ASIC nor any of its officers takes any responsibility for the contents of this First Supplement.

MALLESONS STEPHEN JAQUES

BROKER TO THE OFFER

LEGAL ADVISER

$\overline{\mathbf{1}}$ Update on details that may affect the Offer

Since the announcement of the Offer, the lodgment of the Bidder's Statement on 11 March 2011 and further to Mintails' Target Statement dated 24 March 2011, Mintails' First Supplementary Target Statement dated 1 April 2011 and Mintails' Second Supplementary Target Statement dated 6 April 2011 (together, "Target Statement"), Mintails Shareholders should be aware of the following new circumstances.

$\overline{2}$ Increase in Offer Price

As stated in an announcement released to ASX earlier today ("Announcement"), the Bidder has increased the on-market offer price from \$0.08 to \$0.15 per Mintails Share ("Offer Price") for all Mintails Shares.

From 11.00am on the day of the Announcement and ending at 4.00pm on 29 April 2011 (unless extended or withdrawn), the Broker (on behalf of the Bidder) will accept every Mintails Share offered to it on-market, up to a maximum of 78,875,502 Mintails Shares (being all the Mintails Shares not already owned by the Bidder or his associates) plus any additional Mintails Shares which are issued during the Offer Period.

The increased Offer Price of \$0.15 represents:

• a 90% premium to the closing price of Mintails Shares on ASX on the last Trading Date before the Announcement Date:
• a 56% premium to the volume-weighted average price at which Mintails Shares traded on ASX in February 2011, the last full month before the Offer was announced;
• a 59% premium to the volume-weighted average price at which Mintails Shares traded on ASX in the three months from the beginning of December 2010 to the end of February 2011:
• a 50% premium to the conversion price of the convertible notes that Mintails issued earlier this week to Antnea Pty Limited, as disclosed in the Second Supplementary Target Statement dated 6 April 2011; and
• an approximately 88% premium to the original Offer Price of \$0.08 per Mintails Share.

Increased Offer Price Comparison

The reference to VWAP in this Supplementary Bidder's Statement is a reference to prices calculated based on the volume-weighted average price of Mintails Shares traded during the relevant calendar month/s. The percentages referenced in the above graph are rounded to the nearest whole percent.

3 Funding of takeover bid

$3.1$ Maximum cash consideration

The consideration for the acquisition of Mintails Shares to which the on-market Offer relates, at the increased Offer Price, will be satisfied wholly in cash and, if the Offer is accepted in respect of all the remaining Mintails Shares:

• (a) excluding Mintails Shares held by the Bidder and his associates as at the date of this Supplementary Bidder's Statement:
• (b) including the additional Mintails Shares which would be issued on exercise of all existing Options (assuming the Options with an expiry date of 31 March 2011 have expired without being exercised), subscription under all existing Subscription Rights and conversion of all existing Convertible Notes (as described in ASX Appendix 3B filed by Mintails dated 9 February 2011, Mintails' ASX release of 4 March 2011 and Mintails' Second Supplementary Target Statement dated 6 April 2011);
• (c) assuming the Convertible Notes described in Mintails' Second Supplementary Target Statement dated 6 April 2011 do not include any Subscription Rights; and
• (d) excluding the Convertible Notes which Mintails intends to issue, subject to shareholder approval, to replace the loans given by an entity associated with Mr Frederick Beaumont and the proposed loan by an entity associated with Mr Patrick Smyth, as described in Mintails' Second Supplementary Target Statement dated 6 April 2011,

will be approximately:

\$18,500,000, on a fully diluted basis, assuming there is no limit placed on Mintails' ability to issue new shares;

• \$14,500,000 assuming Mintails' ability to issue new Shares is limited to 15% of the number of existing Mintails Shares (as may be the case as a result of the operation of ASX Listing Rule 7.1); and
• \$12,700,000, assuming Mintails' ability to issue new shares is limited to approximately 5% (as may be the case as a result of the operation of ASX Listing Rule 7.1 and the issue of Mintails Shares during the last 12 months, based on publicly available information) and assuming the 15% placement capacity under ASX Listing Rule 7.1 is not refreshed by shareholders' approval during the Offer Period.

$3.2$ Funding arrangements

The necessary funds to pay the increased Offer Price for the acquisition of Mintails Shares pursuant to the on-market Offer will be funded through the Bidder's cash reserves (see section 3.3 below), supplemented, as required, by firm commitments under a loan agreement dated 7 April 2011 ("Loan Agreement") between the Bidder and one of his associates. City Securities Limited. As at the date of this Supplementary Bidder's Statement, the available undrawn amount under the Loan Agreement is \$10,000,000. Drawdowns can be made under the Loan Agreement before 31 May 2011 with no conditions or limitations on drawdown and funds drawn down will be transferred the following business day to the Broker's account.

City Securities Limited is a Marshall Islands company wholly owned and controlled by the Bidder. The Bidder is the sole shareholder of City Securities Limited and is one of two directors on the board. City Securities Limited controls a securities portfolio containing liquid assets substantially in excess of \$50,000,000.

In addredate, the funds available from the Bidder's existing cash reserves amount to significantly more than \$18,500,000 and are sufficient to fund the maximum consideration payable pursuant to the Offer (calculated on the basis of section 3.1 above) and all associated transaction costs, including advisors' fees.

Accordingly, the Bidder is of the opinion that he has a reasonable basis for forming the view. and he holds the view, that he will be able to pay the consideration required for the acquisition of Mintails Shares pursuant to the on-market Offer at the increased Offer Price, to satisfy his obligations under the Offer.

The Offer is not subject to any financing conditions.

$3.3$ Particulars of cash reserves

As at the date of this Supplementary Bidder's Statement, in addition to the funds committed under the Loan Agreement, the Bidder has in aggregate, cash reserves of approximately \$9,000,000 on deposit with the Royal Bank of Scotland International, Jersey, Channel Islands and at least \$1,000,000 held on trust for the Bidder by the Broker in a bank account in the name of Penson Financial Services Australia Pty Ltd with the Westpac Banking Corporation in Sydney, Australia, for the purpose of making payment of consideration to accepting Shareholders. These cash reserves are immediately available to the Bidder without any conditions or limitations to drawdown.

$3.4$ Mintails' funding requirements

In the Mintails' Target Statement dated 24 March 2011 and the Mintails' First Supplementary Target Statement dated 1 April 2011, Mintails mentioned that it was negotiating with a few parties, including the Bidder, regarding short term funding. As disclosed in Mintails' Second Supplementary Target Statement dated 6 April 2011, Mintails has now entered into binding agreements with parties other than the Bidder in relation to the short term funding.

The Bidder notes that subject to negotiations in good faith and execution of definitive documentation, he remains ready, willing and able to meet Mintails' short term funding requirements on arm's-length terms and Mintails' long term funding requirements (subject to Mintails shareholder approval).

4 Intentions in respect of the Mintails' Board

In the Bidder's Statement, the Bidder outlined his intentions in respect of the Mintails' Board and Directors, where he:

• acquires less than 50.1% of Mintails Shares;
• acquires more than 50% but less than 90%; and
• acquires 90% or more.

of the Mintails Shares by the end of the Offer Period.

Essentially the Bidder intended to begin a dialogue with Mintails' Board and management and conduct a strategic review, including consideration of Mintails' Board composition and whether appointment of a nominee would be appropriate. If the Bidder held 50.1% or more, he intended to seek proportional representation on the Board.

As at 7 April 2011:

• the Bidder holds 21,889,334 Mintails Shares, representing a voting power of approximately 18.72%; and
• the Bidder and his associates together have a relevant interest in 38,053,558 Mintails Shares, representing a voting power of approximately 32.54%.

Since the date of the Bidder's Statement, the Bidder has reflected further on the composition of Mintails' current Board, and had particular regard to Mintails' disclosure of recent funding difficulties as outlined in Mintails' ASX announcement dated 17 March 2011 and the Target Statement. As a result of these further deliberations the Bidder has formed new intentions in respect of Mintails' Board.

The Bidder now believes that, regardless of whether there are additional acceptances during the Offer Period, it would be appropriate and in the best interest of Mintails for the Board to have the advantage of three new Directors who have particular relevant experience and expertise in mining, finance and capital management.

The Bidder believes that the appointment to the Board of:

• Mr Murray Rose, with his strong auditing and accounting background, as a replacement for Mr George Fredrick Albion Beaumont;
• Mr Laurence Blumberg, with his background as a financial and strategic adviser; as a replacement for Mr Peter Chapman: and
• Dr Howard Carr, as an independent additional director, with his background in mining and finance.

would enhance the level of combined mining, finance and funding experience on the Board. resulting in better decision capability at Board level. Biographical details of Mr Murray Rose, Mr Laurence Blumberg and Dr Howard Carr are attached to this Supplementary Bidder's Statement as Annexure A.

The Bidder considers that the proposed candidates have the requisite experience and would contribute meaningfully to the mix of skills on the Board.

The Bidder is of the view that changes to the Mintails Board will ensure that future decisions made by the Board will better promote the best interests of Mintails and its shareholders.

$5\phantom{1}$ Mintails' shareholders' meeting

$5.1$ Mintails Board

Any shareholder with at least 5% of Mintails shares has a statutory right to requisition a meeting of Mintails members and such a meeting has the ability to consider the removal and appointment of Directors, provided sufficient notice has been given and procedural requirements have been met.

Accordingly, on or shortly after the date of this Supplementary Bidder's Statement, the Bidder intends to arrange for the following documents to be sent to Mintails:

• Request for Directors to call and arrange to hold a general meeting;
• Explanatory statement to be distributed with the Notice of General Meeting of the Company;
• Notice of intention to move a resolution for removal of Mr George Fredrick Albion Beaumont and Mr Peter Chapman as Directors; and
• Notice of nomination of Directors with biographical details of Mr Murray Rose, Mr Laurence Blumberg and Dr Howard Carr,

for the purposes of requesting Mintails to call an extraordinary general meeting of Mintails shareholders ("Shareholders' Meeting") to consider:

• the removal of Mr George Fredrick Albion Beaumont and Mr Peter Chapman as Directors of Mintails:
• the appointment of Mr Murray Rose and Mr Laurence Blumberg to the Board of Mintails in their place: and
• the appointment of Howard Carr as an independent additional director to the Board of Mintails.

$5.2$ Mintails' Directors' remuneration

The Shareholders' Meeting documentation will also propose a resolution to decrease the remuneration of Mintails' non executive directors to a more appropriate amount which reflects both Mintails' circumstances and a more typical market benchmark.

The proposed resolution will be to the effect that the maximum cash, salary and fee component of each non-executive Directors' short term employment benefit be reduced from \$78,000 per annum to \$37,500 per annum on and from the date of the next Annual General Meeting.

The proposed new directors, Mr Murray Rose, Mr Laurence Blumberg and Dr Howard Carr have all indicated their willingness to be appointed to the Mintails Board on the basis of a package reflecting the proposed remuneration resolution.

6 Right to withdraw Offer

Under section 652C of the Corporations Act and as outlined in section 1.4 of the Bidder's Statement, the Bidder may withdraw unaccepted Offers where the Bidder's voting power in Mintails is at or below 50% and one of the Prescribed Events occur. Prescribed Events include Mintails or a subsidiary issuing, or agreeing to issue, convertible notes.

As at 7 April 2011, the Bidder and his associates together have a relevant interest in 38,053,558 Mintails Shares, representing a voting power of approximately 32.54%.

In Mintails' Second Supplementary Target Statement dated 6 April 2011, Mintails disclosed that on 5 April 2011, it executed binding agreements to source short term funding by, amongst other things, issuing convertible notes with face value of \$500,000 to Antnea Pty Limited (ACN 006185860).

The Bidder waives his right to withdraw unaccepted Offers as a result of the issue of the \$500,000 Convertible Notes to Antriea Pty Limited referred in Mintails' Second Supplementary Target Statement dated 6 April 2011.

$\overline{7}$ Publicly available information

All information in this Supplementary Bidder's Statement relating to Mintails securities has been prepared by the Bidder using information included in public documents filed by Mintails or published by Mintails on its website. None of the information in this Supplementary Bidder's Statement relating to Mintails securities, or information used as the basis for calculations or statements, has been verified by Mintails or the Mintails Board or independently verified by the Bidder for the purposes of this Supplementary Bidder's Statement. Accordingly, subject to the Corporations Act, the Bidder makes no representation or warranty, express or implied, as to the accuracy or completeness of this information on which these statements are based.

8 Authorisation

This First Supplement has been approved by Mr Seager Rex Harbour.

Signed by Mr Seager Rex Harbour in accordance with section 351 of the Corporations Act.

Mr Seager Rex Harbour Date: 8 April 2011

Annexure A - Biographical details of Dr Howard Carr, Mr Laurence Blumberg and Mr Murray Rose

Dr Howard Carr BSc (Hons), PhD, Economic Geology

Skills and Experience

Dr Carr completed his PhD studies on the Bushveld Complex South Africa in 1994. His professional background is in mineral exploration and resource project fund raising and development. He has broad experience in gold, PGE's, nickel, iron ore, phosphate and tungsten projects in diverse geographies including Australia, South Africa, China and Burkina Faso.

Dr Carr combines a deep understanding of mineral formation, processing and exploitation sciences with the practical business skills to analyse, value, develop and direct strategies for resource enterprises.

Dr Carr was Managing Director of ASX listed mineral exploration company Vital Metals (VML) and has recently joined a major bank as Senior Resource Analyst. Dr Carr is seeking to confirm the bank has no objection to his nomination to the Mintails Board - if they object, he will withdraw his nomination.

Mr Laurence Blumberg BComm, LLB (Hons), MBA (university medallist)

Skills and Experience

Laurence Blumberg has close to 20 years of experience across investment banking, private equity, management consulting and law. He was recently responsible for managing the Australian interests of an overseas based private investment group (c. \$100,000,000 worth of local investments).

Mr Blumberg has worked at various leading firms including Morgan Stanley in its New York and Sydney offices, the consulting firm McKinsey & Co, ABN AMRO Bank and as a lawyer at Mallesons Stephen Jaques.

Mr Murray Rose Bachelor Business, CA

Skills and Experience

Murray Rose has extensive experience in providing tax, financial and accounting advice to a diverse range of middle-market business clients and large family groups. He has over 25 years' experience working in the financial sector and has worked for Deloitte (formerly Deloitte Touche Tohmatsu).

Mr Rose also founded Bluepoint Consulting Pty Limited, a financial planning and investment advisory business and was a non-executive director until the business was sold in 2009. In his various financial and accounting roles over the years, Mr Rose has specialised in preparing operating budgets, cash flow budgets and liquidity reviews. He has also been chief financial officer for the Australian subsidiaries of overseas holding companies.

Other directorships and offices (current and recent)

Director of Bedford Titley Pty Limited, Chartered Accountants