GREENVALE MINING NL ABN 54 000 743 555

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

For the General Meeting to be held on 30 November 2011 at 10:30am (Australian Eastern Standard Time) at the offices of RSM Bird Cameron, Level 12, 60 Castlereagh Street, Sydney

This is an important document. Please read it carefully.

If you are unable to attend the Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

Shareholders should carefully consider the Independent Expert’s Report prepared by PKF Corporate Advisory for the purposes of Resolutions 1 and 2 which comments on the fairness and reasonableness of the proposed transaction to the non-associated Shareholders in the Company and concludes that the proposed transaction is FAIR AND REASONABLE.

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TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

The General Meeting of Greenvale Mining NL will be held at:

The offices of RSM Bird Cameron Commencing Level 12 at 10:30am (Australian Eastern Summer 60 Castlereagh Street Time) Sydney on 30 November 2011

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 10:30am (Australian Eastern Summer Time).

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

send the proxy form by hand to the Company's office at Suite 25, 145 Stirling Highway, Nedlands, Western Australia, 6009;
send the proxy form by post to PO Box 3144, Nedlands, Western Australia 6008;
send the proxy form by facsimile to facsimile number +61 8 9389 3199; or
email to the Company at [email protected]

so that it is received not later than 10:30am (Australian Eastern Summer Time) on 28 November 2011.

Your proxy form is enclosed.

GREENVALE MINING NL ABN 54 000 743 555

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of GREENVALE MINING NL will be held at the offices of RSM Bird Cameron, Level 12, 60 Castlereagh Street, Sydney on 30 November 2011 at 10:30am (Australian Eastern Summer Time) for the purpose of transacting the following business.

The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.

AGENDA

BUSINESS

RESOLUTION 1 – APPROVAL TO ACQUIRE THE ESPERANCE ASSETS

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

" That, subject to Resolution 2 being passed, for the purpose of Listing Rule 10.1 of the Listing Rules and for all other purposes, approval is given for the Company to acquire the Esperance Assets from Esperance Minerals Limited in accordance with the terms of the Acquisition Agreement and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation : Shareholder approval is sought under Listing Rule 10.1 to allow the Company to acquire the Esperance Assets from Esperance. Shareholder approval is required because the consideration to be paid for the Esperance Assets is a substantial asset of the Company and Esperance and its associates have a relevant interest in at least 10% of the Shares of the Company. Further explanation is set out in the Explanatory Statement.

PKF Corporate Advisory has prepared an Independent Expert’s Report which comments on whether the transaction is fair and reasonable to those Shareholders that are not associated with Esperance. The Independent Expert Report concludes that the transaction the subject of Resolutions 1 and 2 is fair and reasonable to Shareholders not associated with the proposal. Shareholders are urged to carefully consider the Independent Expert’s Report.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Esperance Minerals Limited and their associates Gabriel Lorentz and Kris Knauer and any other associates of Esperance Minerals Limited entitled to vote at the General Meeting or any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed. However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Greenvale Mining NL Notice of General Meeting

Resolution 2 – APPROVAL TO ALLOT AND ISSUE SHARES TO ESPERANCE MINERALS LIMITED

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

" That, subject to Resolution 1 being passed, for the purpose of Section 611 (Item 7) of the Corporations Act, and for all other purposes, approval is given for the Company to allot and issue a maximum of 17,491,764 fully paid ordinary shares in the capital of the Company to Esperance Minerals Limited to acquire the Esperance Assets in accordance with the terms of the Acquisition Agreement and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation : Shareholder approval is sought under Section 611 (Item 7) of the Corporations Act so that Esperance’s relevant interest in Shares of the Company can increase from a starting point which is above 20% but will not exceed 90%.

PKF Corporate Advisory has prepared an Independent Expert’s Report which comments on whether the transaction is fair and reasonable to those Shareholders that are not associated with Esperance. The Independent Expert’s Report concludes that the transaction the subject of Resolutions 1 and 2 is fair and reasonable to the Shareholders not associated with the proposal. Shareholders are urged to carefully consider the Independent Expert’s Report.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Esperance Minerals Limited and any of their associates or any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed. However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Greenvale Mining NL Notice of General Meeting

VOTING AND PROXIES

A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.
Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 28 November 2011 at 7:00pm (Australian Eastern Summer Time).
A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions on that form.

By order of the Board

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Winton Willesee Company Secretary Dated: 17 October 2011

Greenvale Mining NL Notice of General Meeting

GREENVALE MINING NL ABN 54 000 743 555

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the Notice.

An Independent Expert’s Report has been prepared by PKF to comment on whether the transaction the subject of Resolutions 1 and 2 is fair and reasonable to Shareholders not associated with the Transaction. Shareholders should note the Independent Expert has concluded the Transaction the subject of Resolutions 1 and 2 is fair and reasonable to non-associated Shareholders.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

1. BACKGROUND

1.1 Acquisition of Esperance Assets

The Company currently holds participating interests in joint ventures with Esperance and Queensland Energy Resources Limited ("QER") in respect of the following tenements.

	CURRENT	CURRENT	CURRENT
Tenement	Joint Venture Participating Interest
	Company	Esperance	QER
Lowmead (MDL 188)	25%	50%	25%
Nagoorin (MDL 234) – in application (EPM 7721)	50%	25%	25%
Alpha (MDL 330)*	50%	50%	0%

*The interest in the Alpha joint venture is held by a joint venture company.

On 22 June 2011 the Company announced that it had entered into a transaction with Esperance whereby Esperance agreed to sell its participating interest in the each of the Lowmead and Nagoorin joint ventures and sell its interest in a joint venture company in respect of the Alpha joint venture ("the Esperance Assets") to the Company (the "Transaction").

The consideration payable by the Company to acquire the Esperance Assets is the issue of a maximum of 17,491,764 Fully Paid Shares.

Completion of the Transaction is subject to the satisfaction or waiver of conditions precedent which include approval by the shareholders of the Company and Esperance to give effect to the Transaction, obtaining any necessary consents and approvals required under the Mineral Resources Act 1989 (Qld) and obtaining any necessary third party consents and waivers to give effect to the Transaction.

QER possesses a pre-emptive right to the Lowmead and Nagoorin tenements pursuant to the joint venture agreements concerning each tenement. Pursuant to the terms of the joint venture agreements, Esperance gave QER written notice of its intent to dispose of its interests in the Lowmead and Nagoorin tenements. On 19 July 2011, QER confirmed that it would exercise its pre-emptive rights in respect of both the Lowmead and Nagoorin tenements.

Greenvale Mining NL Notice of General Meeting

On completion of the Transaction the Company will hold participating interests in the Lowmead Nagoorin and Alpha joint ventures as follows:

	POST-ACQUISITION	POST-ACQUISITION	POST-ACQUISITION
Tenement	Joint Venture Participating Interest
	Company	Esperance	QER
Lowmead (MDL 188)	50%	0%	50%
Nagoorin (MDL 234) – in application (EPM 7721)	66.6%	0%	33.3%
Alpha (MDL 330)	100%	0%	0%

The purpose of the Transaction is to streamline the cost and management structures of the Company and Esperance by avoiding duplication of costs for the same assets. The Transaction is part of an overall restructure by Esperance where the Shares will be distributed in specie to the shareholders of Esperance on a pro rata basis

1.2 Pro forma capital structure

The Company currently has 45,390,132 Shares on issue comprising Fully Paid Shares and partly paid ordinary shares. The partly paid ordinary shares are paid to 5 cents per share and are subject to an uncalled liability of 15 cents per share ("Partly Paid Shares").

The pro-forma capital structure of the Company by reason of the Transaction is as follows:

Shares
FullyPaid Shares
Current	38,225,960
To be issued to Esperance	17,491,764	55,717,724
PartlyPaid Shares – current			7,164,172
Total		62,881,896
Options
Listed options exercisable at $0.30 expiring on 31 December			5,062,633
Total			5,062,633

1.3 Pro forma balance sheet

The pro forma balance sheet of the Company as at 30 June 2011 by reason of the Transaction is set out below.

Greenvale Mining NL Notice of General Meeting

	A$	A$	A$	A$	A$
	Actual			Proforma
Current Assets
Cash assets			$474,089		$474,089
Other Assets			$54,335		$54,335
Total current assets			$528,424		$528,424

Non Current Assets
Security Deposits			$2,500		$2,500
Exploration Assets1			$2,232,383		$4,878,187
Total non current assets			$2,234,883		$4,880,687

Total Assets			$2,763,307		$5,409,111

Liabilities
Other Creditors			$60,266		$60,266
Total Liabilities			$60,266		$60,266

Net Assets			$2,703,041		$5,348,845


Equity
Issued Share Capital			$8,180,560	$10,826,364
Retained Losses			$5,477,519		$5,477,519
Equity		$2,703,041)			$5,348,845

Note:

1 Total value of acquisition has been calculated per 17,491,764 ordinary shares issued at a price of $0.15126 per share. Share price has been determined using the 20 business days VWAP leading up to the offer by ESM to GRV and QER.

1.4 Interests and recommendations of Directors

Mr Gabriel Lorentz is a director of each of the Company and Esperance and therefore abstains from making a recommendation to Shareholders. Based on the information available, including that contained in this Explanatory Memorandum and the Independent Expert’s Report, The Directors independent of the Transaction (Mr Joseph Obeid and Mr Elias Khouri) are of the opinion that the acquisition of the Esperance Assets is in the best interests of the Company and its Shareholders and accordingly recommends that Shareholders vote in favour of Resolutions 1 and 2.

1.5 Role of the Independent Expert

The Independent Expert’s Report assesses whether the proposal outlined in Resolutions 1 and 2 is fair and reasonable to the Shareholders who are not associated with ESM and its associates.

Greenvale Mining NL Notice of General Meeting

The Independent Expert’s Report also contains an assessment of the advantages and disadvantages of the Transaction, which is designed to assist all non-associated Shareholders in reaching their voting decision in relation to the Resolutions contained within this Notice of Meeting.

PKF Corporate Advisory has prepared the Independent Expert’s Report and has provided an opinion that it believes the Transaction is fair and reasonable to the Shareholders of the Company not associated with ESM.

1.6 The Directors recommend that all Shareholders read the Independent Expert’s Report in full.

1.7 Conditionality of Resolutions

Resolutions 1 and 2 are conditional upon the passing of each other, so that each will not have effect unless and until the other is passed.

2. RESOLUTION 1 – APPROVAL TO ACQUIRE THE ESPERANCE ASSETS

Resolution 1 seeks shareholder approval to allow the Company to acquire the Esperance Assets from Esperance in accordance with the Acquisition Agreement.

2.1 ASX Listing Rule 10.1

Listing Rule 10.1 relevantly provides that an entity must not acquire a substantial asset from a substantial shareholder (being a person with a relevant interest, or who has had a relevant interest at any time in the 6 months before the transaction, in at least 10% of the shares of the entity) without shareholder approval. The Listing Rules provide that an asset is substantial if the value of the consideration to be paid for the asset is 5% or more of the equity interests of the listed entity as set out in the latest accounts given to the ASX.

Shareholder approval to the Transaction under Listing Rule 10.1 is required because:

(a) the consideration payable by the Company for the Esperance Assets is a substantial asset of the Company; and
(b) Esperance and its associates currently have a relevant interest in 9,301,482 Shares (representing a relevant interest in 20.48% of the votes in the Company).

Information regarding the Transaction and the terms of the acquisition are set out in section 1 above.

In accordance with Listing Rule 10.10.2, the Directors have commissioned the Independent Expert to prepare a report addressing whether the Transaction (Resolutions 1 and 2) is, on balance, fair and reasonable to Shareholders not associated with the Transaction. The Independent Expert's Report is attached to this Explanatory Statement at Annexure 1.

The Independent Expert concludes that the acquisition of the Esperance Assets and the issue of shares to Esperance under the Acquisition Agreement the subject of Resolutions 1 and 2 is fair and reasonable to the Shareholders not associated with the Transaction.

Greenvale Mining NL Notice of General Meeting

3. RESOLUTION 2 – APPROVAL TO ALLOT AND ISSUE SHARES TO ESPERANCE MINERALS LIMITED

Resolution 2 seeks Shareholder approval to the issue of a maximum of 17,491,764 Shares to Esperance in accordance with the Acquisition Agreement for the purpose of Section 611 (Item 7) of the Corporations Act.

3.1 Corporations Act requirements – section 611 item 7

(a) Prohibition on certain acquisitions of relevant interests in voting shares

Section 606 of the Corporations Act prohibits a person acquiring a relevant interest in issued voting shares in a company if, as a result of the acquisition that person's or someone else's voting power in the company increases from 20% or below to more than 20%, or from a starting point that is above 20% and below 90%, except in certain circumstances.

Section 608 of the Corporations Act provides that a person has a relevant interest in securities if they:

(i) are the holder of the securities; or
(ii) have power to exercise, or control the exercise of, a right to vote attached to securities; or
(iii) have 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 people can jointly exercise one of these powers, each of them is taken to have that power.

The voting power of a person is determined under section 610 of the Corporations Act. It involves calculating the number of voting shares in the company in which the person and the person's associates have a relevant interest.

A person ("second person") will be an "associate" of the other person ("first person") if one or more of the following paragraphs apply:

(i) the first person is a body corporate and the second person is:
- (A) a body corporate the first person controls;
- (B) a body corporate that controls the first person; or
- (C) a body corporate that is controlled by an entity that controls the person;
(ii) the second has entered or proposed to enter into a relevant agreement with the first person for the purposes of controlling or influencing the composition of the company's board or the conduct of the company's affairs; or
(iii) the second person is a person with whom the first person is acting or proposed to act, in concert in relation to the company's affairs.
(b) Exceptions to the section 606 prohibition

There are various exceptions to the prohibition in section 606. Section 611 contains a table setting out circumstances in which acquisitions of relevant interests are exempt from

Greenvale Mining NL Notice of General Meeting

the prohibition. Item 7 of this table provides an exemption where a resolution is passed at a general meeting of the company before the acquisition is made. The parties involved in the acquisition and their associates are not able to cast a vote on the resolution.

Under the Acquisition Agreement, the Company has agreed to issue 17,491,764 Fully Paid Shares to Esperance as part consideration for the acquisition of the Esperance Assets. As a result of the issue of these Shares, the relevant interest of Esperance in issued voting shares in the Company will increase from 20.48% to 42.6%.

The purpose of Resolution 2 in relation to Section 611 (Item 7) is to seek Shareholder approval to the issue of the 17,491,764 Fully Paid Shares to Esperance, which will increase Esperance’s voting power from a starting point which is above 20% but will not exceed 90%.

3.2 Information required to be given under the Corporations Act

The following paragraphs set out information required to be provided to Shareholders under Section 611 (Item 7) of the Corporations Act and ASIC Regulatory Guide 74.

Shareholders are also referred to the Independent Expert's Report attached to this Explanatory Statement as Annexure 1.

(a) Identity of the allottee and their associates

The 17,491,764 Fully Paid Shares the subject of the Acquisition Agreement will be allotted and issued to Esperance or its nominees.

By reason of section 11 of the Corporations Act where a primary person is a body corporate, the "associate" reference includes a reference to a director or secretary of the body corporate, a related body corporate and a director or secretary of a related body corporate.

Esperance has advised the Company that the following persons are its associates:

Gabriel Lorentz, Kris Knauer, Toufic Rahi and Robert Lees.

Gabriel Lorentz has a relevant interest in 28,800 Partly Paid Shares in the Company.

Kris Knauer currently has a relevant interest in 5,428,082 Fully Paid Shares and 255,300 Partly Paid Shares in the Company, a total of 5,683,382 Shares in the Company.

Toufic Rahi and Robert Lees do not have a relevant interest in any Shares in the Company.

(b) Maximum extent of increase in Esperance's voting power in the Company resulting from the Transaction

The Company’s Constitution sets out the rights attaching to its Shares. Relevantly, and in relation to voting rights, the Company’s Constitution provides that each shareholder has one vote for each fully paid ordinary share held and one vote for each partly paid share held (where that partly paid share was issued before the first general meeting of the Company that was held after 1 July 1993). All of the Partly Paid Shares were issued prior to 1 July 1993 and so, Shareholders holding Partly Paid Shares have one vote for each partly paid share held. This means that in calculating a person’s voting power both the Fully Paid Shares and the Partly Paid Shares must be taken into account.

Greenvale Mining NL Notice of General Meeting

As at the date of this notice, Esperance and its associates have a relevant interest in Shares and voting power in the Company as follows::

Party	Relevant Interest	Voting Power (%)
Esperance	3,589,300	7.91%
Gabriel Lorentz	28,800	0.063%
Kris Knauer	5,683,382	12.52%
TOTAL	9,301,482	20.49%

If Resolution 2 is passed, Esperance and its associates have a relevant interest in Shares and voting power in the Company as follows:

Party	Relevant Interest	Voting Power
Esperance	21,081,064	33.52%
Gabriel Lorentz	28,800	0.046%
Kris Knauer	5,683,382	9.04%
TOTAL	26,793,246	42.6%

In accordance with Section 611 (Item 7) of the Corporations Act, the Company states:

(i) Esperance may acquire a maximum relevant interest in up to 17,491,764 Shares.
(ii) The maximum extent of the increase in Esperance’s voting power (which includes its associate's voting power) in the Company that will result from the Transaction is approximately 22.11% (being from an existing voting power of 20.49% to 42.6 %).
(iii) The voting power that Esperance (which includes its associate's voting power) will have as a result of the Transaction is 42.6%.
(iv) The maximum relevant interest that Gabriel Lorentz will hold after the Transaction will still be 28,800 Shares and his maximum voting power will be 0.046%. This represents a decrease from 0.063% to 0.046%.
(v) The maximum relevant interest that Kris Knauer will hold after the Transaction will still be 5,683,382 Shares and his maximum voting power will be 9.04%. This represents a decrease from 12.52% to 9.04%.
(v) The other associates of Esperance, Toufic Rahi and Robert Lees, will continue to have no relevant in the Shares in the Company.
(c) Identity, associations and qualifications of any proposed directors

There are no proposed changes to the Board of Directors by reason of this Transaction.

Greenvale Mining NL Notice of General Meeting

(d) Intentions regarding the future of the Company

Esperance has informed the Company that, as at the date of this Explanatory Statement and on the basis of facts and information available to it, if Shareholders approve Resolutions 1 and 2, Esperance:

(i) has no intention to change the existing business of the Company;
(ii) whilst the Company will require additional cash to continue its operations in the longer term, has no current intention to inject further capital into the Company;
(iii) intends to continue the future employment of the present employees of the Company;
(iv) does not propose that any property be transferred between the Company and it or any person associated with it;
(v) has no current intention to otherwise redeploy the fixed assets of the Company; and
(vi) has no current intention to change the Company's existing financial or dividend policies.
(e) The terms of the proposed acquisition and the Transaction

The 17,491,764 Fully Paid Shares are the consideration payable by the Company to Esperance to acquire the Esperance Assets. Information regarding the Transaction and the material terms of the Acquisition Agreement are set out in section 1 above.

(f) Timing of the proposed acquisition

The 17,491,764 Fully Paid Shares will be issued on completion of the Acquisition Agreement.

(g) Reasons for the allotment

The 17,491,764 Fully Paid Shares will be issued as the consideration for the acquisition of the Esperance Assets by the Company.

(h) Impact on the Company

The proposed acquisition and Transaction will result in various advantages and disadvantages to the Company which Shareholders should consider prior to exercising their vote.

The advantages include:

(i) upon completion of the Transaction, the Company will be the majority owner of the Nagoorin and Alpha joint ventures and will own 50% of the Lowmead joint venture and as such, will be able to concentrate on further developing and advancing the projects;
(ii) the completion of the Transaction will simplify the corporate structure of the Company;

Greenvale Mining NL Notice of General Meeting

(iii) the increased number of Fully Paid Shares in the Company as a result of the Transaction should contribute to improved liquidity in the trading of Fully Paid Shares in the Company; and
(iv) as evidenced by QER is acquiring a portion of the Lowmead and Nagoorin joint ventures pursuant to its pre-emptive rights, the consolidation of the Esperance Assets into the Company should allow it to enhance its position in any future dealings with these assets.

The disadvantages include:

(i) existing Shareholders’ voting power is reduced due to the dilution expected if ESM is issued the 17,491,764 Fully Paid Shares in accordance with the Acquisition Agreement;
(ii) the increased percentage interest in the Lowmead, Nagoorin and Alpha joint ventures will result in the Company having a greater level of operating cost commitment should further activities be undertaken. This will increase the level of cash expenditure required by the Company and may require additional funding and potentially further capital raisings in the future;
(iii) the increased interest in the Lowmead, Nagoorin and Alpha joint ventures would result in an increase in exposure to the US dollar as oil is sold in US dollars.

The Independent Expert also notes key advantages to the Company and non-associated Shareholders of the Transaction.

(i) Directors' interests and Recommendations

The Director's interests and recommendations are set out in section 1 above.

(j) Independent Expert’s Report

The Independent Expert's Report addresses whether the transaction the subject of Resolutions 1 and 2 is fair and reasonable to Shareholders not associated with the Transaction. The Independent Expert's Report is annexed as Annexure 1 and concludes that the transaction is fair and reasonable to the Shareholders not associated with the proposals.

(k) Impact on the Company if Shareholders do not approve the Transaction

The issue of shares to Esperance is the consideration for the Transaction. If Shareholders do not pass Resolution 2 then the Transaction will not be completed. In this case, the Company will continue to hold interests in each of the three joint ventures the subject of the Transaction.

Greenvale Mining NL Notice of General Meeting

GREENVALE MINING NL ABN 54 000 743 555

GLOSSARY

In the Notice and this Explanatory Statement the following expressions have the following meanings:

" Acquisition Agreement " means the heads of agreement dated 20 June 2011 between the Company and Esperance by which Esperance agreed to sell and the Company agreed to buy the Esperance Assets in accordance with the terms of that agreement.

" AEST " or " Australian Eastern Summer Time " means Australian Eastern Summer Time.

" associate " has the meaning given to it by the Division 2 of Part 1.2 of the Corporations Act.

" ASX " means the ASX Limited (ACN 008 624 691).

" ASX Listing Rules " or " Listing Rules " means the Listing Rules of the ASX.

" Board " means the Board of Directors of the Company.

" Company " or " GRV " means Greenvale Mining NL (ABN 54 000 743 555).

" Corporations Act " means the Corporations Act 2001 (Cth).

" Directors " mean the directors of the Company from time to time.

" Esperance " means Esperance Minerals Limited (ABN 59 009 815 605).

" Esperance Assets " means a 50% joint venture participating interest in the Lowmead oil shale deposit (MDL 188), a 25% joint venture participating interest in the Nagoorin oil shale deposit (MDL 234 in application (EPM 7721) and a 50% interest in a joint venture company in respect of the Alpha oil shale deposit (MDL 330).

" Explanatory Statement " means this Explanatory Statement.

" Fully Paid Shares " means fully paid ordinary shares in the capital of the Company.

" Independent Expert " means PKF Corporate Advisory (East Coast) Pty Limited (ACN 050 038 170).

" Independent Expert’s Report " means the Independent Expert’s report prepared by the Independent Expert and which constitutes Annexure 1 to this Notice.

" Meeting " means the meeting convened by this Notice.

" Notice " means the notice of meeting that accompanies this Explanatory Statement.

" Partly Paid Shares " means the partly paid ordinary shares in the capital of the Company that are partly paid to 5 cents.

“PKF Corporate Advisory” means PKF Corporate Advisory (East Coast) Pty Limited (ACN 050 038 170).

" Resolution " means a resolution referred to in the Notice.

Greenvale Mining NL Notice of General Meeting

" Share " means a fully paid ordinary share in the capital of the Company and partly paid ordinary shares in the capital of the Company.

" Shareholder " means a registered holder of Shares in the Company.

" Transaction " means the acquisition of the Esperance Assets by the Company in accordance with the Acquisition Agreement.

" $ " means Australian dollars unless otherwise stated.

Greenvale Mining NL Notice of General Meeting

GREENVALE MINING NL ABN 54 000 743 555

ANNEXURE 1 – INDEPENDENT EXPERTS REPORT

Greenvale Mining NL Notice of General Meeting

GREENVALE MINING NL ABN 54 000 743 555 PROXY FORM

APPOINTMENT OF PROXY Greenvale Mining NL ABN 54 000 743 555

I/We

being a Shareholder of Greenvale Mining NL entitled to attend and vote at the General Meeting, hereby

Appoint

Name of Proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at the offices of RSM Bird Cameron, Level 12, 60 Castlereagh Street, Sydney on 30 November 2011 at 10:30am (AEST) and at any adjournment thereof.

Voting on Business of the General Meeting

			FOR	AGAINST	ABSTAIN	ABSTAIN
Resolution	1	Approval to acquire the Esperance Assets
Resolution	2	Approval to allot and issue Shares to Esperance Minerals Limited

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 of a Resolution, 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 the Resolutions and that the votes cast by the Chair of the meeting for those Resolutions other than as proxy holder will be disregarded because of that interest. The Chair intends to vote any such undirected proxies in favour of all Resolutions. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is %

Please return this Proxy Form to the Company Secretary, Greenvale Mining NL, Suite 25, 145 Stirling Highway, Nedlands, Western Australia 6009 or by post to PO Box 3144, Nedlands, Western Australia 6009 or by fax to (08) 9389 3199 or by email to [email protected] by 10:30am (AEST) on 28 November 2011.

Signed this day of 2011.

By: Individuals and joint holders Signature Signature Signature	Companies (affix common seal if appropriate)
	Director

	Director/Secretary

Signature	Sole Director and Sole Secretary

GREENVALE MINING NL ABN 54 000 743 555

Instructions for Completing Appointment of Proxy Form

In accordance with section 249L of the Corporations Act, a shareholder of the Company who is entitled to attend and cast two or more votes at a general meeting of shareholders is entitled to appoint two proxies. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
2 directors of the company;
a director and a company secretary of the company; or
for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in sections 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with sections 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of sections 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.
Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.
In accordance with section 250BA of the Corporations Act the Company specifies the following for the purposes of receipt of proxy appointments:

Registered Office: Suite 25, 145 Stirling Highway, Nedlands, Western Australia 6009

Fax Number: +61 8 9389 3199 Postal Address: PO Box 3144, Nedlands, Western Australia 6009 Email: [email protected]

by no later than 48 hours prior to the time of commencement of the Meeting.

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Greenvale Mining NL

Independent Expert’s Report in relation to the proposed acquisition of interests in oil shale tenements owned by Esperance Minerals Limited

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13 September 2011

Financial Services Guide

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13 September 2011

This Financial Services Guide is issued in relation to an independent expert’s report (“ Report “) prepared by PKF Corporate Advisory (East Coast) Pty Limited (ABN 70 050 038 170) (“ PKFCA “) at the request of the Independent Directors (“ Independent Directors “) of Greenvale Mining NL (“ Greenvale ”) in relation to the proposed acquisition of interests in oil various shale tenements and assets held by Esperance Minerals Limited (" Esperance ") and the proposed issue of shares to Esperance as consideration (" Proposed Transaction ").

Engagement

PKFCA has been engaged by the Independent Directors to prepare the Report expressing our opinion as to whether the Proposed Transaction is fair and reasonable to Greenvale shareholders other than Esperance or those associated with Esperance (“ Non-associated Shareholders ”).

The Report is intended to accompany the notice of meeting and explanatory statement (“ Documents ”) that are to be provided by the Independent Directors to Non-associated Shareholders to assist them in deciding whether to approve the Proposed Transaction.

Financial Services Guide

PKFCA holds an Australian Financial Services Licence (License No: 247420) (“ Licence ”). As a result of our Report being provided to you, PKFCA is required to issue to you, as a retail client, a Financial Services Guide (" FSG "). The FSG includes information on the use of general financial product advice and is issued so as to comply with our obligations as holder of an Australian Financial Services Licence.

Financial services PKFCA is licensed to provide

The Licence authorises PKFCA to carry on a financial services business to (a) provide financial product advice for derivatives limited to old law securities, options contracts and warrants and securities and (b) deal in a financial product by arranging for another person to apply for, acquire, vary or dispose of financial products in respect of securities, to retail and wholesale clients.

PKFCA provides financial product advice by virtue of an engagement to issue the Report.

Our Report includes a description of the circumstances of our engagement and identifies the party who has engaged us. You have not engaged us directly but will be provided with a copy of our Report (as a retail client) because of your connection with the matters on which our Report has been issued.

Our Report is provided on our own behalf as an Australian Financial Services Licensee authorised to provide the financial product advice contained in the Report.

General financial product advice

Our Report provides general financial product advice only, and does not provide personal financial product advice, because it has been prepared without taking into account your particular personal circumstances or objectives (either financial or otherwise), your financial situation or your needs.

Some individuals may place a different emphasis on various aspects of potential investments.

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Benefits that PKFCA may receive

PKFCA has charged fees for providing our Report. The basis on which our fees will be determined has been agreed with, and our fees will be paid by, the person who engaged us to provide the Report. Our fees have been agreed on either a fixed fee or time cost basis.

PKFCA will receive a fee based on the time spent in the preparation of this Report in the amount of approximately $42,000 (plus GST and disbursements). PKFCA will not receive any fee contingent upon the outcome of the Proposed Transaction, and accordingly, does not have any pecuniary or other interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in relation to the Proposed Transaction. In addition, fees of the independent mining valuation specialist for their report have been paid by Esperance and such fees are on the same basis.

Remuneration or other benefits received by our directors and employees

Our directors and employees providing financial services receive an annual salary and may receive a performance bonus or profit share depending on their level of seniority. Any bonuses are based on overall productivity and contribution to the operation of PKFCA or related entities but any bonuses are not directly connected with any assignment and in particular are not directly related to the engagement for which our Report was provided.

Referrals

PKFCA does not pay commissions or provide any other benefits to any parties or person for referring customers to us in connection with the reports that PKFCA is licensed to provide.

Complaints resolution

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, PKF Corporate Advisory (East Coast) Pty Limited, Level 10, 1 Margaret Street, Sydney NSW 2000.

On receipt of a written complaint we will record the complaint, acknowledge receipt of the complaint and seek to resolve the complaint as soon as practical. If we cannot reach a satisfactory resolution, you can raise your concerns with the Financial Ombudsman Service Limited (“ FOS ”). FOS is an independent body established to provide advice and assistance in helping resolve complaints relating to the financial services industry. PKFCA is a member of FOS. FOS may be contacted directly via the details set out below.

Financial Ombudsman Service Limited GPO Box 3 Melbourne VIC 3001

Toll free: 1300 78 08 08 Email: [email protected]

An individual’s decision in relation to the Proposed Transaction described in the Document may be influenced by their particular circumstances and, therefore, individuals should consider the appropriateness of the Report having regard to your own objectives, financial situation and needs before you act on the advice in a Report and seek independent advice.

Where the advice relates to the acquisition or possible acquisition of a financial product, you should also obtain an offer document relating to the financial product and consider that document before making any decision about whether to acquire the financial product.

Associations and relationships

PKFCA is the licensed corporate advisory arm of PKF (East Coast Practice), Chartered Accountants and Business Advisers (" PKF "). The directors of PKFCA may also be partners in PKF.

PKF is comprised of a number of related entities that provide audit, accounting, tax and financial advisory services to a wide range of clients.

Tel: 61 2 9251 4100 | Fax: 61 2 9240 9821 | www.pkf.com.au

The PKF East Coast Practice is a member of the PKF International Limited network of legally independent member firms. The PKF East Coast Practice is also a member of the PKF Australia Limited national network of legally independent firms each trading as PKF. PKF East Coast Practice has offices in NSW, Victoria and Brisbane. PKF East Coast Practice does not accept responsibility or liability for the actions or inactions on the part of any other individual member firm or firms.

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13 September 2011

The Independent Directors Greenvale Mining NL Suite 25, 145 Stirling Highway, Nedlands, WA, 6009

Dear Independent Directors

INDEPENDENT EXPERT’S REPORT IN RELATION TO THE PROPOSED ACQUISITION OF INTERESTS IN OIL SHALE TENEMENTS

Introduction

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Summary of interests in the Tenements

Set out below is a summary of QER, Greenvale and Esperance interests in the Tenements (before the Proposed Transaction):

Table 1: Interests in Tenements held by the respective parties before the Proposed Transaction

JV parties	% of interests in Alpha (MDL 330) % of interests in Lowmead (MDL 188) % of interests in Nagoorin (MDL 234 (App))	% of interests in Alpha (MDL 330) % of interests in Lowmead (MDL 188) % of interests in Nagoorin (MDL 234 (App))	% of interests in Alpha (MDL 330) % of interests in Lowmead (MDL 188) % of interests in Nagoorin (MDL 234 (App))
Greenvale Esperance QER Total	50 50 -	25 50 25	50 25 25
	100	100	100

Source : Greenvale quarterly report for March 2011

The independent directors (“ Independent Directors ”) of Greenvale Mining NL (“ Greenvale ”) have appointed PKF Corporate Advisory (East Coast) Pty Limited (“ PKFCA ”) to prepare an independent expert report (“ Report ”), setting out our opinion as to whether the proposed acquisition by Greenvale of the interests in various oil shale tenements and associated assets held by Esperance Minerals Limited (“ Esperance ”) and the proposed issue of shares to Esperance as consideration (“ Proposed Transaction ”) is fair and reasonable to Greenvale shareholders (“ Shareholders ”), other than Esperance or those associated with Esperance (“ Non-associated Shareholders ”).

Background

Greenvale is a mineral exploration company, listed on the Australian Securities Exchange (“ ASX ”). Greenvale's principal activities are holding oil shale tenements, located in Queensland. Other than the oil shale tenements, Greenvale's other key asset is cash.

Esperance is a mineral exploration company, listed on the ASX, which until recently only held interests in oil shale tenements. On 30 June 2009, Esperance acquired interests in the Kununurra and Yampi Sound tenements in Western Australia and consequently it has diversified its asset base.

Esperance and Greenvale directly hold:

Overview of the Tenements

We set out below a brief overview of the Tenements:

Lowmead - The oil shale deposit is located 5km west of the Electra Fault in Queensland. It is estimated to have approximately 740 million barrels of recoverable oil;

Nagoorin - The oil shale deposit is also located in Queensland, specifically in the Nagoorin Graben. The north-south axis of the deposits parallels the axis of the Nagoorin Graben which is located at the intersection of three structural features, the Boyne Valley Fault, the Yarrool fault, and the Barilla shear. It is estimated to have approximately 2,700 million barrels of recoverable oil; and

Alpha - The oil shale deposit is located in central Queensland, approximately 500 kilometres west of the regional centre Rockhampton. It is estimated to have approximately 80 million barrels of recoverable oil. An application for a renewal for 5 years of MDL330 was submitted to the relevant Queensland department in July 2011.

The above Tenements have varying levels of Joint Ore Reserves Code (" JORC ") compliant resource quantified and these resources are outlined in this Report.

participating interests in the following oil shale assets:
- Lowmead Joint Venture (" Lowmead JV ");
- Nagoorin Joint Venture (" Nagoorin JV "); and
shares in a private company, known as Alpha Resources Pty Ltd (“ Alpha ”), which owns oil shale assets known as the “ Alpha JV ”.

The above are collectively referred to as the “ Tenements ”.

Under the terms of the Proposed Transaction, Esperance is to sell to Greenvale its interests in the Lowmead JV and the Nagoorin JV and its shares in Alpha and any participating interest in the Alpha JV (" Esperance Assets ").

Queensland Energy Resources Limited (" QER "), an unrelated private company, also holds interests in, and is the operator of, the Lowmead JV and Nagoorin JV.

Tel: 61 2 9251 4100 | Fax: 61 2 9240 9821 | www.pkf.com.au

Greenvale’s capital structure

Greenvale currently has on issue the following securities:
38,225,960 fully paid ordinary shares (" Fully Paid Shares ");
7,164,172 partly paid ordinary shares, paid to 5 cents per share and with a further 15 cents to pay (“ Partly Paid Shares ”); and
5,062,633 listed options with an exercise price of 30 cents each, converting on a one for one basis into Fully Paid Shares and with an expiry date of 31 December 2011 (“ Options ”). Given the current Greenvale Fully paid Share Price, the Options are considered to be "out-of-themoney".

Greenvale’s Constitution sets out the rights attaching to its shares. Relevantly, and in relation to voting rights, the Constitution provides that each Shareholder has one vote for each Fully Paid Share held and one vote for each Partly Paid Share held (where that Partly Paid Share was issued before the first general meeting of Greenvale that was held after 1 July 1993). Greenvale has advised that all of the Partly Paid Shares were issued prior to 1 July 1993 and accordingly, Shareholders holding Partly Paid Shares have one vote for each Partly Paid Share held. This means that in calculating a person’s voting power in Greenvale, both the Fully Paid Shares and the Partly Paid Shares must be taken into account.

Mr Gabriel Lorentz is a non-executive Director of both Esperance and Greenvale. The Independent Directors of Greenvale have concluded that Mr Lorentz does not have significant influence over Greenvale.

Greenvale Mining NL - Independent Expert’s Report

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Mr Lorentz has a relevant interest in 28,800 Partly Paid Shares, representing 0.063% of the existing voting shares in Greenvale.

Mr Kris Knauer is a director of Esperance. Mr Knauer has a relevant interest in 5,428,082 Fully Paid Shares and 255,300 Partly Paid Shares, a total of 5,683,382 voting shares in Greenvale, representing 12.52% of the existing voting shares in Greenvale.

Esperance has a relevant interest in 3,589,300 Fully Paid Shares, representing 7.91% of the existing voting shares in Greenvale.

As Messrs Lorentz and Knauer are deemed to be associates of Esperance, the three are deemed to have a relevant interest in each others' voting shares in Greenvale and the combined voting position of the three is 20.49% of the existing voting shares in Greenvale.

Summary of the Proposed Transaction

On 22 June 2011, Greenvale announced that it has entered into a conditional, legally binding Heads of Agreement (" Acquisition Agreement ") with Esperance to consolidate the ownership of their Tenements into Greenvale. For the purposes of this Report, we have adopted 22 June 2011 as the assessment date (" Assessment Date "). In consideration for Esperance transferring its interests in the Tenements (" Esperance Assets "), Greenvale is to issue 17,491,764 Fully Paid Shares (“ Scrip Consideration ”), representing 27.8% of Greenvale's expanded number of voting shares, which comprise all the Fully Paid Shares and the Partly Paid Shares.

Table 2: Scrip Consideration as proportion of GRV Expanded Issued Capital


Number of Greenvale Fully Paid Shares on issue ('000s) Number of Greenvale Partly Paid Shares on issue ('000s) Scrip Consideration ('000s) Expanded GRV Scrip Consideration Scrip Consideration divided by the Expanded GRV Scrip Consideration, expressed as a percentage (%)	38,226 7,164 17,492 62,882 27.8%

Esperance is currently the holder of 3,589,300 Fully Paid Shares (“ Esperance Existing Greenvale Shares ”) and 57,750 Options. It is proposed that the Scrip Consideration and Esperance Existing Greenvale Shares will be distributed in specie via an equal capital reduction to Esperance's shareholders, pursuant to Section 256C of the Corporations Act 2001 (Cth) (“ Corporations Act ”) (" Proposed Distribution "). Collectively, Esperance shareholders will receive a 33.5% shareholding in Greenvale following the Proposed Transaction and Proposed Distribution. As a result, this will simplify the ownership structure of Greenvale.

We understand that under the terms of each of the Nagoorin JV and Lowmead JV, upon Esperance wishing to dispose of its interest in either JV, QER has the right to acquire its proportionate share of Esperance's interest in each JV and its assets (including the relevant tenement) (" Pre-emptive Rights "). QER has indicated that it wishes to exercise its Pre-emptive Rights and acquire an additional interest in each JV.

Accordingly, under the Proposed Transaction, Greenvale will acquire the balance of Esperance's Tenements that QER will not acquire (i.e. the Esperance Assets).

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all consents and approvals required under the Mineral Resources Act 1989 (Qld) being obtained; and
all third party consents and waivers required to give effect to the Proposed Transaction being obtained, including, if relevant, a waiver of any right of first refusal or agreement to exercise any Pre-emptive Rights of QER in respect of the Lowmead Joint Venture and Nagoorin Joint Venture.

Set out below is an overview of the current ownership structure of Greenvale and the Tenements:

Figure 1

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

Ownership Structure - Pre Transaction
Shareholders of
Esperance
Esperance Greenvale
7.91% [1] / 20.49% [2]
50% [3] Mineral 50% [3]
Development -
Alpha
25%
Mineral 50%
25% Development -
Nagoorin
QER
25%
Mineral 25%
50% Development -
Lowmead
----- End of picture text -----

Source : Esperance Quarterly Report Oct - Dec 2010; ASX Announcements; Greenvale Shareholders' register dated 17 August 2011, Acquisition Agreement

Note:

1. This percentage shareholding is calculated based on the number of voting shares in Greenvale held by Esperance (excluding its associates) (3,589,300 shares) divided by the total number of Greenvale voting shares (38,225,960 Fully Paid Shares and 7,164,172 Partly paid Shares) per Greenvale's shareholders' register dated 17 August 2011). In addition, we note that Esperance owns 57,750 Greenvale options. As such, Esperance's effective interest in Greenvale on a fully diluted basis (assuming all 5,062,633 Options are exercised) is 7.23%.

2. Esperance and its associates currently have an undiluted total relevant interest of 20.49% in the voting shares of Greenvale.

The interest in the Alpha joint venture is held by a joint venture company, Alpha Resources Pty Ltd.

The above represents the current structure between the parties. Esperance's direct shareholding in Greenvale (i.e. excluding its relevant interests in the Greenvale voting shares of its associates) fell below 10% in February 2011.

The Acquisition Agreement is subject to satisfaction of the following conditions precedent:

the shareholders of Esperance passing all resolutions as are required under the ASX Listing Rules and the Corporations Act to give effect to the Proposed Transaction;
the shareholders of Greenvale passing all resolutions as are required under the ASX Listing Rules and the Corporations Act to give effect to the Proposed Transaction;

Greenvale Mining NL - Independent Expert’s Report

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Set out below is the ownership structure of Greenvale and the Tenements after the completion of the Proposed Transaction, on the basis of assuming that QER's exercise of its Pre-emptive Rights proceeds:

Figure 2

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

Ownership Structure - Post Transaction
Shareholders of
Esperance
42.61%
(2) (3)
Scrip Consideration
27.82%
Esperance Greenvale
(1)
Mineral 100%
Development -
Alpha
Mineral 66.6%
33.3% Development -
Nagoorin
QER
50%
Mineral 50%
Development -
Lowmead
----- End of picture text -----

Source : Esperance Quarterly Report Oct - Dec 2010; ASX Announcements; Greenvale Shareholders' Register dated 17 August 2011; Acquisition Agreement

Note 1 : Esperance will sell its interests in the three tenements to Greenvale for the Scrip Consideration, comprising 27.82% of the expanded number of voting shares in Greenvale.

Note 2 : Esperance will immediately distribute the Scrip Consideration and the Greenvale voting shares that it currently owns to its shareholders.

Note 3 : On completion of the Proposed Transaction, the shareholders of Esperance will have a direct shareholding in Greenvale totalling 42.61% of the expanded number of voting shares in Greenvale following the Proposed Distribution. The 42.61% shareholding includes the existing Greenvale shareholdings of Esperance and its associates.

As noted above, the shareholders of Esperance will eventually hold direct shareholdings in Greenvale after the completion of the Proposed Transaction, following the Proposed Distribution.

Purpose of this report

Summary of Regulatory Requirements

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Resolution 2 seeks Shareholder approval for the purpose of Section 611 (Item 7) of the Corporations Act to the issue of a maximum of 17,491,764 Fully Paid Shares to Esperance in accordance with the Acquisition Agreement.

We understand that Shareholder approval is required because the issue of the Scrip Consideration will be subject to Section 606(1) of the Act as Esperance’s relevant interest in Greenvale voting shares will increase from a starting point which is above 20% by more than 3% in a six months period, but Esperance’s relevant interest will not exceed 90% (that is, before the Proposed Distribution).

In view of this, the Proposed Transaction requires the approval of the Non-associated Shareholders under Item 7 of Section 611.

Resolutions 1 and 2 are conditional upon the passing of each other, so that each will not have effect unless and until the other is passed.

Further explanation is set out in the NOM and Explanatory Statement to be provided to the Greenvale Shareholders.

This Report is to accompany the NOM and Explanatory Statement and has been prepared to assist the Independent Directors in complying with any regulatory requirements of ASX Listing Rule 10.1 and Item 7 of Section 611 of the Act and fulfilling their obligation to provide Shareholders with full and proper disclosure to enable them to assess the merits of the Proposed Transaction and to decide whether to agree by resolution to the Proposed Transaction.

This Report provides our opinion as to whether or not the Proposed Transaction is fair and reasonable for the Non-associated Shareholders.

Summary of Opinion

In our opinion, the Proposed Transaction is "fair" and "reasonable" to the Non-associated Shareholders.

The Proposed Transaction is Fair

In our opinion, the test of fairness should be a comparison of the fair market value of the controlling percentage interest in Greenvale arising from the Scrip Consideration to the fair market value of the Esperance Assets being acquired by Greenvale from Esperance, also on a control basis.

In our opinion, the Proposed Transaction is fair to the Greenvale Non-associated Shareholders if:

Table 3: Fair value analysis

The fair market value of the Esperance Assets that is more than The percentage interest in Greenvale to be obtained by are being acquired by Greenvale, divided by the or equal to Esperance calculated as the Scrip Consideration divided fair market value of Greenvale, which includes the by the expanded amount of the Greenvale issued capital fair market value of the Esperance Assets (i.e. taking into account the existing issued capital, plus the (“ Expanded Greenvale ”), expressed as a Scrip Consideration (“ Greenvale Expanded Issued percentage Capital ”). Source : PKFCA analysis

The Notice of Meeting (" NOM ") indicates the following resolutions will be put to Greenvale Shareholders:

Resolution 1 seeks shareholder approval under ASX Listing Rule 10.1 to allow Greenvale to acquire the Esperance Assets from Esperance in accordance with the Acquisition Agreement.
We understand that Shareholder approval is required because the consideration to be paid for the Esperance Assets is a substantial asset of Greenvale and Esperance and its associates have a relevant interest in at least 10% of the Shares of Greenvale.

Assuming the Proposed Transaction is implemented, the Scrip Consideration would represent 27.8% of Greenvale Expanded Issued Capital (i.e. both Partly Paid Shares and Fully Paid Shares). After taking account of Esperance's relevant interest in Greenvale voting shares (arising from its current Greenvale shareholding and that of its associates) Esperance will have a relevant interest in 42.61% of the Greenvale voting shares.

In view of this, the Proposed Transaction requires the approval of the Non-associated Shareholders under ASX Listing Rule 10.1.

Greenvale Mining NL - Independent Expert’s Report

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In our view, the test of fairness should be on a control basis given that Esperance (assuming the Proposed Transaction was approved and Esperance shareholders as a combined group (after the Proposed Distribution) will become the largest shareholder of Greenvale.

Accordingly, we have valued Greenvale and the Scrip Consideration on a control basis. We have also valued the Esperance Assets that are to be acquired from Esperance on a control basis, given that Greenvale would be achieving control over the Alpha and Nagoorin Tenements and 50% ownership of the Lowmead JV.

We note that our valuation of the Expanded Greenvale and the Esperance Assets comprising the interests in the Nagoorin JV and Lowmead JV is based on the price to be paid by the third party joint venture partner, QER upon exercising its Pre-emptive Rights. We note that QER is a minority joint venture partner in the Nagoorin JV and Lowmead JV, that is increasing its stake in the Tenements to a higher level, but not a majority interest. In the case of the Lowmead JV QER will acquire 50% ownership and in the case of the Nagoorin JV QER will acquire 33.3% ownership

In determining the fair market value of the Esperance Assets comprising the interests in the Nagoorin JV and Lowmead JV to be acquired by Greenvale from Esperance, we have not made any adjustment to the value of the interests to be acquired by QER that results from the exercise of the Pre-emptive Rights by QER, given that QER is the manager of the relevant joint ventures and has various rights and protections under the relevant joint venture agreements. We also note that QER owns in its own right other oil shale interests in Queensland and accordingly, could be seen to be a knowledgeable market participant.

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Set out below is the assessed fair market value of Esperance Assets:

Table 5: Fair value of Esperance Assets to be acquired by Greenvale

($'000s unless indicated otherwise) Ref Implied 100% Value of the Project Esperance Remaining Shale interest acquired by Greenvale	($'000s unless indicated otherwise) Ref Implied 100% Value of the Project Esperance Remaining Shale interest acquired by Greenvale	($'000s unless indicated otherwise) Ref Implied 100% Value of the Project Esperance Remaining Shale interest acquired by Greenvale	Value of Esperance shale interest acquired by Greenvale
Nagoorin Lowmead Alpha Low value (-5%) High value (+5%)	Table 40, 8.2 Table 40, 8.2 8.4.1 and 8.2	10,224 16.7% 3,008 25.0% 325 50.0%	1,704 752 163
			2,619
			2,488 2,750

Source : PKFCA analysis

The fairness assessment is set out as follows:

Table 6: Fairness Assessment

Finally, we note that even if the Esperance Assets comprising the interests in the Nagoorin JV and Lowmead JV to be acquired by Greenvale from Esperance were to be valued at more than the value implied by the value of the interests to be acquired by QER resulting from the exercise of the Pre-emptive Rights by QER, the Proposed Transaction would remain "fair" over a very wide range of values. For example, the Proposed Transaction would remain "fair" if the value of the Esperance Assets comprising the interests in the Nagoorin JV and Lowmead JV were in a range of between approximately double and 115% of the value implied by the value of the interests to be acquired by QER.

Set out below is our assessment of the fair market value of the Expanded Greenvale inclusive of the Esperance Assets (after the sale to QER under the Pre-emptive Rights provisions):

Table 4: Fair value of Expanded Greenvale

($'000s unless indicated otherwise) Ref	($'000s unless indicated otherwise) Ref	Low	High	Midpoint
Greenvale's Tenements Add: Cash and cash equivalents Add: Receivables Add: Surplus cash arising from sale of investments Add: Deferred tax assets Less: Payables Less: Interest bearing loans from associate Less: Capitalised corporate overheads Less: Exploration expenditure (ongoing) Value of Greenvale, including the value of Esperance Assets (i.e. "Expanded Greenvale"), assuming all Partly Paid Shares are not paid up Add: Surplus cash assuming full conversion of Partly Paid Shares Value of Greenvale, including the value of Esperance Assets, (i.e. "Expanded Greenvale"), assuming all Partly Paid Shares are fully paid up	8.5.1 3.6 3.6 8.5.2 8.5.3 3.6 3.6 8.5.4 8.5.5 8.5.6	8,213 490 20 66 - (1) - (1,833) -	9,077 490 20 66 - (1) - (1,467) -	8,645 490 20 66 - (1) - (1,650) -
		6,955 1,075	8,186 1,075	7,571 1,075
		8,030	9,261	8,646

Source : PKFCA analysis

Ref Low High Midpoint	Ref Low High Midpoint	Ref Low High Midpoint	Ref Low High Midpoint	Ref Low High Midpoint	Ref Low High Midpoint
Fair value of Esperance Assets acquired by Greenvale Fair value of Expanded Greenvale, (includes the fair market value of Esperance Assets), assuming no Partly Paid Shares are paid up Relativity Scrip Consideration divided by the Greenvale Expanded Issued Capital, expressed as a percentage (%) Fair/(unfair) Fair value of Expanded Greenvale, (includes the fair market value of Esperance Assets), assuming all Partly Paid Shares are paid up Relativity Scrip Consideration divided by the Greenvale Expanded Issued Capital, expressed as a percentage (%) Fair/(unfair)	Table 5 Table 4 Table 4	A B C=A/B D E= A/D	2,488 6,955 35.8% 27.8% Fair 8,030 31.0% 27.8% Fair	2,750 8,186 33.6% 27.8% Fair 9,261 29.7% 27.8% Fair	2,619 7,571 34.6% 27.8% Fair 8,646 30.3% 27.8% Fair

Source : PKFCA analysis

In arriving at our fairness assessment, we note the following:

we have given a considerable amount of weight to the offers made by QER for its proportional share of each of the Lowmead JV and Nagoorin JV to be transferred by Esperance under the Pre-emptive Rights (" QER Value "). Whilst it could be argued that such interest represents a minority value due to the less than 50% interest in the Nagoorin JV, we note that QER would have a 50% interest in the Lowmead JV and QER is the manager of both the Nagoorin JV and Lowmead JV, and having regard to the rights of joint venturers under the terms of the respective JV agreements, QER is well protected and has a position of influence in the JV. Also having regard to QER's other oil shale interests in Queensland, QER is a knowledgeable market participant. For these reasons, we believe that the QER Value would in fact represent a value equivalent to a controlling interest value;

Greenvale Mining NL - Independent Expert’s Report

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one of the limitations associated with the QER Value is that Esperance has set the offer price and that a sale process seeking the best possible price has not been undertaken. This may result in the QER Value being less than the amount that might have been paid in a competitive tender. However, we note that the Pre-emptive Rights exist and QER is the manager of the Nagoorin and Lowmead JV and we believe that this would have discouraged third parties from being willing to bid a higher value. As noted above, the Proposed Transaction is fair over a wide range of values of the Tenements. It is our view that the QER Value is sufficient for the purposes of the analysis adopted in this Report; and
we have undertaken the fairness assessment taking into account the following:
38,225,960 Fully Paid Shares; and
7,164,172 Partly Paid Shares, on the alternative bases that they are either fully paid up or no further payments are made. We note that, based on the market trading history of the Fully Paid Shares, at various times in the past the Partly Paid Shares have been "in the money" (in the sense that it would have been economically rational to fully pay them up, if a call was made at the time).

We have not taken into account the Options, on the basis that they are well "out of the money" have a short remaining life and are unlikely to be exercised.

As noted above, the assessed fair market value of Esperance Assets that are being sold to Greenvale as a proportion to the total fair market value of the Expanded Greenvale is greater than the percentage of the Scrip Consideration to the Greenvale Expanded Issued Capital and accordingly, the Proposed Transaction is considered to be "fair".

The Proposed Transaction is Reasonable

Australian Securities and Investments Commission's (" ASIC ") regulatory guide 111 Content of expert reports (“ RG 111 ”) provides that an offer is considered to be "reasonable", if it is "fair" and that in respect of a transaction with a person in a position of influence that requires member approval under ASX Listing Rule 10, where the proposed transaction consists of an asset acquisition by the entity, it is ‘fair’ if the value of the financial benefit being offered by the entity to the related party is equal to or less than the value of the assets being acquired.

On this basis, as we have concluded that the Proposed Transaction is "fair", it is also considered to be "reasonable" under RG 111.

Nevertheless, we have also set out the following factors that we believe the Non-associated Shareholders should review in considering the Proposed Transaction.

Overall comment

The Proposed Transaction results in a simplification of the corporate structure of Greenvale and assists in Greenvale becoming a more readily understood company. The Proposed Transaction allows Greenvale to move forward as a majority owner of the Tenements to explore and exploit such assets (subject to the Queensland moratorium for the exploitation of oil shale and the availability of suitable extraction and refining technology and the overall impact of the proposed Australian Government carbon tax). Additionally, the current level of demand for oil and limited supply can only be positive for those Greenvale shareholders who have a long term investment horizon. However, the above needs to be balanced against the carbon tax, technology and moratorium risks issues.

In our view, to do nothing would result in Greenvale:

passing up an opportunity to concentrate the ownership of the Tenements, which should make the assets more attractive to potential buyers and/or development partners; and
having to either find alternative projects or reconsider its future as a listed public company.

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Advantages

Majority ownership

Upon completion of the Proposed Transaction, Greenvale will be the majority owner of the Nagoorin JV and Alpha JV and will own 50% of the Lowmead JV and as such, will be able to concentrate on further developing/advancing the projects.

Simplification of corporate structure

The current corporate and asset structure is complex and less likely to be understood by investors. The Proposed Transaction deals with this matter and should result in a greater understanding of Greenvale by external investors.

Expansion of Greenvale

The expansion of Greenvale's assets should assist in making it a company that would receive a greater level of attention from external investors than it currently has, due to its relatively small size and complex corporate structure.

Potential for improved liquidity in share trading

The expanded number of Fully Paid Shares in Greenvale as a result of the Proposed Transaction and the dispersion to Esperance shareholders pursuant to the Proposed Distribution, should contribute to improved liquidity in the trading of Greenvale Fully Paid Shares.

Improved strategic importance

As evidenced by the fact that QER is willing to acquire a portion of the Tenements pursuant to its Preemptive Rights, we believe that the consolidation of the Tenements into Greenvale should allow it to enhance its position in any future dealings with these assets.

Reduced overheads and removal of some duplication

The expansion of Greenvale’s interests in the Tenements will result in overheads proportionate to Greenvale’s activities, as these should not increase subsequent to the Proposed Transaction.

Disadvantages

Dilution of existing shareholders

The Proposed Transaction will result in the issue of a further 17.492 million Greenvale Fully Paid Shares. This will result in the dilution of the collective ownership interest of current Fully Paid Shareholders and Partly Paid Shareholders (excluding Esperance and its associates) from 79.51% to 57.39%.

Increased exposure to oil shale and Queensland Government Moratorium

The increased level of interests in oil shale, particularly given the current 20 year moratorium in place on exploitation of oil shale by the Queensland government, may be seen to increase the level of risk exposure of Greenvale. However, given that the consideration is solely scrip and that Greenvale’s assets already largely comprise oil shale interests, such an increase in exposure is not as a material concern as if the consideration is to be paid in cash and if Greenvale had substantial assets other than in oil shale.

Increased project funding cost

The increased percentage interest in the Tenements will result in Greenvale having a greater level of operating cost commitment, should further activities be undertaken. This will increase the level of cash expenditure required by Greenvale and therefore will require additional funding and most likely further capital raisings in the future. This will have a further adverse dilution effect if existing shareholders do not participate in any future capital raisings.

Greenvale Mining NL - Independent Expert’s Report

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Exposure to US dollar (" USD ")

The increased interest in the Tenements would result in an increase exposure to USD as oil is sold in USD.

Conclusion on "reasonable"

As we have concluded that the Proposed Transaction is "fair", it is also considered to be "reasonable" under RG 111.

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Current Market Conditions

Our opinion is based on economic, market and other conditions prevailing at the Assessment Date. Such conditions can change significantly over relatively short periods of time.

Changes in those conditions may result in any valuation or other opinion becoming quickly outdated and in need of revision. PKFCA reserves the right to revise any valuation or other opinion, in the light of material information existing at the Assessment Date that subsequently becomes known to PKFCA.

Sources of Information

After considering the assessed advantages and disadvantages of accepting the Proposed Transaction, we are of the opinion that the advantages of the Proposed Transaction outweigh the disadvantages to the Non-associated Shareholders.

Other Matters

Shareholders’ individual circumstances

Our analysis has been undertaken, and our conclusions are expressed, at an aggregate level. Accordingly, PKFCA has not considered the effect of the Proposed Transaction on the particular circumstances of individual Shareholders. Some individual Shareholders may place a different emphasis on various aspects of the Proposed Transaction from that adopted in this Report. Accordingly, individual Shareholders may reach different conclusions as to whether or not the Proposed Transaction is fair and reasonable in their individual circumstances and/or in their individual best interests.

The decision of an individual Shareholder in relation to the Proposed Transaction may be influenced by their particular circumstances and accordingly, Shareholders are advised to seek their own independent advice.

Fair market value

For the purposes of our opinion, the term “fair market value” is defined as the price that would be negotiated in an open and unrestricted market between a knowledgeable, willing, but not anxious purchaser, and a knowledgeable, willing, but not anxious vendor, acting at arm’s length.

We understand that when applying the term “fair market value” in the context of the test of whether a proposal is “fair” under ASIC’s interpretation is that RG 111:

does not permit an expert to have regard to the then current situation of the asset being valued, including any then current difficult financial position and the impact of measures required to rectify such a position. Instead, in assessing fairness, the expert should assume an orderly market for the asset being valued, even if such market circumstances do not exist at the time of the fairness assessment; and
factors such as the then current difficult financial position of the asset and the then current state of the market in which the asset operates are appropriate matters to be taken into account when assessing the reasonableness of the proposal under consideration.

Special value

We have not considered special value in forming our opinion. Special value is the amount that a potential acquirer may be prepared to pay for a business in excess of the fair market value. This premium represents the value to the particular potential acquirer of potential economies of scale, reduction in competition, other synergies and cost savings arising from the acquisition under consideration not available to likely purchasers generally. Special value is not normally considered in the assessment of fair market value as it relates to the individual circumstances of special purchasers.

Appendix 2 to the Report sets out details of information referred to, and relied upon, by PKFCA during the course of preparing this Report and forming our opinion.

The statements and opinions contained in this Report are given in good faith and are based upon PKFCA’s consideration and assessment of information provided by Greenvale.

Under the terms of PKFCA’s engagement, Greenvale agreed to indemnify the partners, directors and staff (as appropriate) of PKF East Coast Practice and PKFCA and their associated entities, against any claim, liability, loss or expense, costs or damage, arising out of reliance on any information or documentation provided by Greenvale which is false or misleading or omits any material particulars, or arising from failure to supply relevant information.

Limitations

This Report has been prepared at the request of the Independent Directors for the sole benefit of the Independent Directors and Shareholders to assist them in their decision to accept or reject the Proposed Transaction. This Report is to accompany the NOM to be sent to the Shareholders to consider the Proposed Transaction and was not prepared for any other purpose.

Accordingly, this Report and the information contained herein may not be relied upon by anyone other than the Independent Directors and Shareholders without the written consent of PKFCA. PKFCA accepts no responsibility to any person other than the Independent Directors and Shareholders in relation to this Report.

This Report should not be used for any other purpose and PKFCA does not accept any responsibility for its use outside this purpose. Except in accordance with the stated purpose, no extract, quote or copy of our Report, in whole or in part, should be reproduced without our written consent, as to the form and context in which it may appear.

This Report has been prepared in accordance with APES 225 Valuation Services issued by the Accounting Professional & Ethical Standards Boards Limited and ASIC guidelines.

PKFCA has consented to the inclusion of the Report with the NOM and Explanatory Statement. Apart from this Report, PKFCA is not responsible for the contents of the NOM, Explanatory Statement or any other document associated with the Proposed Transaction. PKFCA acknowledges that this Report may be lodged with regulatory authorities.

Summary

This summary should be read in conjunction with the attached Report that sets out in full the purpose, scope, basis of evaluation, limitations, information relied upon, analysis and our findings.

Glossary

A glossary of terms used throughout this Report is set out in Appendix 1 .

Greenvale Mining NL - Independent Expert’s Report

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Financial Service Guide

PKFCA holds an Australian Financial Services Licence which authorises PKFCA to carry on a financial services business to (a) provide financial product advice for derivatives limited to old law securities, options contracts and warrants and securities and (b) deal in a financial product by arranging for another person to apply for, acquire, vary or dispose of financial products in respect of securities, to retail and wholesale clients.

A financial services guide is attached to this Report.

Yours faithfully

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Fiona Hansen Director

Vince Fayad Consultant

1	PROPOSED	TRANSACTION .............................................................................................................................. 19
	1.1	PROFORMABALANCE SHEET............................................................................................................. 23
2	PURPOSE &	SCOPE ........................................................................................................................................... 24
	2.1	PURPOSE........................................................................................................................................ 24
	2.2	SCOPE............................................................................................................................................ 24
	2.3	REGULATORYREQUIREMENTS.......................................................................................................... 25
	2.4	BASIS OFASSESSMENT.................................................................................................................... 26
	2.5	RELIANCE ONINFORMATION.............................................................................................................. 28
	2.6	LIMITATIONS.................................................................................................................................... 29
	2.7	ASSUMPTIONS................................................................................................................................. 30
3	PROFILE OF GREENVALE ................................................................................................................................. 31
	3.1	OVERVIEW...................................................................................................................................... 31
	3.2	TENEMENTS.................................................................................................................................... 32
	3.3	CORPORATESTRUCTURE................................................................................................................. 33
	3.4	DIRECTORS..................................................................................................................................... 34
	3.5	INCOMESTATEMENTS....................................................................................................................... 35
	3.6	BALANCESHEETS............................................................................................................................ 36
	3.7	TAXLOSSES.................................................................................................................................... 37
	3.8	CAPITALCOMMITMENTS................................................................................................................... 37
	3.9	CONTINGENTLIABILITIES.................................................................................................................. 37
	3.10	CAPITALSTRUCTURE....................................................................................................................... 37
	3.11	SHAREPRICEANALYSIS................................................................................................................... 41
	3.12	DEBTSTRUCTURE........................................................................................................................... 44
	3.13	STRENGTH, WEAKNESS, OPPORTUNITIES ANDTHREATS("SWOT")ANALYSIS....................................... 44
4	PROFILE OF ESPERANCE ................................................................................................................................. 45
	4.1	OVERVIEW...................................................................................................................................... 45
	4.2	CORPORATESTRUCTURE................................................................................................................. 45
	4.3	KEYMANAGEMENT.......................................................................................................................... 46
	4.4	INCOMESTATEMENTS....................................................................................................................... 47
	4.5	BALANCESHEET.............................................................................................................................. 48
	4.6	TAXLOSSES.................................................................................................................................... 49
	4.7	CAPITALSTRUCTURE....................................................................................................................... 49
	4.8	CAPITALEXPENDITURECOMMITMENTS.............................................................................................. 50
	4.9	CONTINGENTLIABILITIES.................................................................................................................. 51
	4.10	SWOTANALYSIS............................................................................................................................. 51
	4.11	SHAREPRICEANALYSIS................................................................................................................... 51
5	ECONOMIC OVERVIEW ..................................................................................................................................... 54
	5.1	GLOBALECONOMY.......................................................................................................................... 54
	5.2	AUSTRALIANECONOMY.................................................................................................................... 54
	5.3	CONCLUSION ONECONOMICPROSPECTS........................................................................................... 55
6	INDUSTRY OVERVIEW ....................................................................................................................................... 56
	6.1	OVERVIEW OF THEOILINDUSTRY...................................................................................................... 56
	6.2	ABAREOIL FORECASTS................................................................................................................... 56
	6.3	OVERVIEW OF THEOILSHALEINDUSTRY............................................................................................ 58
	6.4	CONCLUSION IN REGARDS TO THEINDUSTRY....................................................................................... 61
7	VALUATION	METHODOLOGY ........................................................................................................................... 62
	7.1	GENERALLY ACCEPTED VALUATION METHODOLOGIES........................................................................... 62
	7.2	VALUATION METHODOLOGY SELECTED FOR THE VALUATION OF THETENEMENTS..................................... 62
	7.3	VALUATION CROSS-CHECK................................................................................................................ 63
8	EVALUATION OF THE PROPOSED TRANSACTION ........................................................................................ 64
	8.1	CURRENTTENEMENTS..................................................................................................................... 64

Greenvale Mining NL - Independent Expert’s Report

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	8.2	ESPERANCE REMAININGTENEMENTS TO BE ACQUIRED BYGREENVALE.................................................. 64
	8.3	REVISEDTENEMENTS....................................................................................................................... 64
	8.4	FAIR MARKET VALUE OFESPERANCEASSETS TO BEACQUIRED BYGREENVALE...................................... 65
	8.5	FAIR MARKET VALUE OFGREENVALE.................................................................................................. 66
	8.6	FAIR MARKET VALUE OFESPERANCEASSETS TO BEACQUIRED BYGREENVALE...................................... 69
	8.7	VALUATIONCROSSCHECK1 ............................................................................................................ 70
	8.8	VALUATIONCROSSCHECK2 ............................................................................................................ 71
9	FAIRNESS	ASSESSMENT .................................................................................................................................. 76
	9.1	FAIRNESSASSESSMENT................................................................................................................... 76
10	REASONABLENESS ASSESSMENT ................................................................................................................. 77
	10.1	OVERALL COMMENT......................................................................................................................... 77
	10.2	ADVANTAGES.................................................................................................................................. 77
	10.3	DISADVANTAGES.............................................................................................................................. 78
	10.4	CONCLUSION ON"REASONABLE" ........................................................................................................ 78
	10.5	OVERALLOPINION........................................................................................................................... 78
11	QUALIFICATIONS, DECLARATIONS AND CONSENTS ................................................................................... 79
	11.1	QUALIFICATIONS.............................................................................................................................. 79
	11.2	INDEPENDENCE................................................................................................................................ 79
	11.3	DISCLAIMER.................................................................................................................................... 80
APPENDIX 1		GLOSSARY ...................................................................................................................................... 81
APPENDIX 2		SOURCES OF INFORMATION ........................................................................................................ 83
APPENDIX 3		VALUATION METHODS................................................................................................................... 84
APPENDIX 4		TERENCE WILLSTEED & ASSOCIATES REPORT ........................................................................ 86

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1 PROPOSED TRANSACTION

Based on the conditional, legally binding Heads of Agreement dated 20 June 2011 (" Acquisition Agreement "), we understand that the Directors of Esperance and Greenvale propose to consolidate the various oil shale interests of both companies, such that Greenvale will become the major owner of the Tenements. We also understand that the consideration for the Esperance Assets will be solely by way of issue of Greenvale's shares (“ Scrip Consideration ”). We note that it is proposed that the Scrip Consideration will be distributed in specie to Esperance's shareholders via an equal capital reduction under Section 256C of the Corporations Act 2001 (Cth) (“ Corporations Act ”) (" Proposed Distribution ").

The Acquisition Agreement is subject to satisfaction of the following conditions precedent:

the shareholders of Esperance passing all resolutions as are required under the ASX Listing Rules and the Corporations Act to give effect to the Proposed Transaction;
the shareholders of Greenvale passing all resolutions as are required under the ASX Listing Rules and the Corporations Act to give effect to the Proposed Transaction;
all consents and approvals required under the Mineral Resources Act 1989 (Qld) being obtained; and
all third party consents and waivers required to give effect to the Proposed Transaction being obtained, including, if relevant, a waiver of any right of first refusal or agreement to exercise any Pre-Emptive Rights of QER in respect of the Lowmead Joint Venture and Nagoorin Joint Venture.

Greenvale Mining NL - Independent Expert’s Report

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The Proposed Transaction is broadly illustrated in the diagrams below:

Figure 2

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Source : Esperance Quarterly Report Oct - Dec 2010; ASX Announcements; Greenvale Shareholders' register dated 17 August 2011, Acquisition Agreement

Note:

2. Esperance and its associates currently have an undiluted total relevant interest of 20.49% in the voting shares of Greenvale.

The interest in the Alpha joint venture is held by a joint venture company, Alpha Resources Pty Ltd.

The above represents the current structure between the JV parties. As noted above, Esperance's direct shareholding in Greenvale (i.e. excluding its relevant interests in the Greenvale voting shares of its associates) fell below 10% in February 2011.

The Tenements are all subject to Pre-emptive Rights terms and conditions.

On 20 June 2011, Esperance offered to both Greenvale and QER to sell its Tenements in the Nagoorin JV and Lowmead JV for a sum of $2,555,320.38 and $1,503,380.16, respectively (" Written Offer ").

On 19 July 2011, Esperance received an acceptance from QER indicating that it intends to exercise its Pre-emptive Rights in relation to the Nagoorin JV and Lowmead JV. Set out below are the key details of the written acceptance from QER:

QER will pay Esperance the sum of $851,773.46 in cash, being 1/3 of Esperance's participating interest in Nagoorin JV;

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QER will pay Esperance the sum of $751,690.08 in cash, being 1/2 of Esperance's participating interest in the Lowmead JV; and
ministerial consent will be required, given that the purchase will effect a change in interest of both these mining tenements. QER proposes that completion of QER's purchase from Esperance to occur 7 business days after ministerial consent is received.

Set out below is the structure of the ownership of the Tenements between the JV parties after the completion of the Proposed Transaction, on the basis of assuming that QER's exercise of its Preemptive Rights proceeds.

Figure 7

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Source : Esperance Quarterly Report Oct - Dec 2010; ASX Announcements; Greenvale Shareholders' Register dated 17 August 2011; Acquisition Agreement
Esperance will sell its interests in the three tenements to Greenvale for the Scrip Consideration, comprising 27.82% of the expanded number of voting shares in Greenvale.

Note 1 :

Note 2 : Esperance will immediately distribute the Scrip Consideration and the Greenvale voting shares that it currently owns to its shareholders.
Note 3 : On completion of the Proposed Transaction, the shareholders of Esperance will have a direct shareholding in Greenvale totalling 42.61% of the expanded number of voting shares in Greenvale following the Proposed Distribution. The 42.61% shareholding includes the existing Greenvale shareholdings of Esperance and its associates.

As noted above, the shareholders of Esperance will eventually hold direct shareholdings in Greenvale after the completion of the Proposed Transaction, following the Proposed Distribution.

The table below sets out the Greenvale shareholdings that the Esperance and its associates will hold (assuming that the exercise of the Pre-emptive Rights by QER proceeds), immediately before the Proposed Distribution by Esperance:

Greenvale Mining NL - Independent Expert’s Report

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As at 17 August 2011 QER exercises its Pre-emptive Rights under both the Lowmead JV and Nagoorin JV Fully Paid Partly Paid Total % Fully Paid Partly Paid Total %	5.71% 27.82%	33.52% 0.046% 8.63% 0.41%	9.04%	42.61% 46.45% 10.94%	57.39%	100.00%	39.43% 0.08% 53.11% 7.37%	100.00%
	3,589,300 17,491,764	21,081,064 28,800 5,428,082 255,300	5,683,382	26,793,246 29,208,578 6,880,072	36,088,650	62,881,896	26,793,246 57,750 36,088,650 5,004,883	67,944,529
		0 28,800 255,300	255,300	284,100 6,880,072	6,880,072	7,164,172
	3,589,300 17,491,764	21,081,064 5,428,082	5,428,082	26,509,146 29,208,578	29,208,578	55,717,724
	7.91%	7.91% 0.063% 11.96% 0.56%	12.52%	20.49% 64.35% 15.16%	79.51%	100.00%	18.44% 0.11% 71.53% 9.92%	100.00%
	3,589,300	3,589,300 28,800 5,428,082 255,300	5,683,382	9,301,482 29,208,578 6,880,072	36,088,650	45,390,132	9,301,482 57,750 36,088,650 5,004,883	50,452,765
		0 28,800 255,300	255,300	284,100 6,880,072	6,880,072	7,164,172
	3,589,300	3,589,300 5,428,082	5,428,082	9,017,382 29,208,578	29,208,578	38,225,960
Ref	1, 2						3
($'000s unless indicated otherwise)	Undiluted basis Esperance & associates Esperance - Fully Paid Shares Esperance - Scrip Consideration	Sub-total Esperance Mr. Gabriel Lorentz - Partly Paid Shares Mr. Kris Knauer - Fully Paid Shares Mr. Kris Knauer - Partly Paid Shares Sub-total Mr. Knauer		Sub-total - Esperance & associates voting securities Other shareholders Other Greenvale shareholders - Fully Paid Shares Other Greenvale shareholders - Partly Paid Shares Sub-total - voting securities Other shareholders		Total voting shares	Fully diluted basis Esperance & associates - Shares Esperance & associates - Options Other Greenvale shareholders - Shares Other Greenvale shareholders - Options Total

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Based on the above, assuming the Proposed Transaction and Proposed Distribution are approved:

Esperance's shareholders and associates, collectively will own on an undiluted basis 42.61% of Greenvale voting shares and on a fully diluted basis 39.52% of Greenvale voting shares; and
existing Greenvale shareholders, excluding Esperance and its associates, collectively will own on an undiluted basis 57.39% of Greenvale voting shares and on a diluted basis 60.48% of Greenvale voting shares.

1.1 Proforma Balance sheet

Greenvale has disclosed in the Explanatory Statement the following pro forma balance sheet of Greenvale "after" the Proposed Transaction:

Table 8: Pro forma balance sheet

$	Actual Proforma
Current Assets Cash assets Other Assets Total current assets Non Current Assets Security Deposits Exploration Assets1 Total non current assets Total Assets Liabilities Other Creditors Total Liabilities Net Assets Equity Issued Share Capital Retained Losses Equity	474,089 474,089 54,335 54,335
	528,424 528,424 2,500 2,500 2,232,383 4,878,187
	2,234,883 4,880,687
	2,763,307 5,409,111 (60,266) (60,266) (60,266) (60,266)
	2,703,041 5,348,845
	$(8,180,560) $(10,826,364) $5,477,519 $5,477,519
	$(2,703,041) $(5,348,845)

Source : Greenvale

Note:

1. Total cost of share issue has been calculated per 17,491,764 Fully Paid Shares issued at a price of $0.15126 per share. Share price has been determined using the 20 business days VWAP leading up to the offer by ESM to GRV and QER. Costs of the acquisition are assumed at $nil in this pro-forma.

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2 PURPOSE & SCOPE

2.3 Regulatory Requirements

2.1 Purpose

The regulatory requirements relevant to this Report are summarised below.

As noted above, the Independent Directors have requested that PKFCA prepare a Report setting out its opinion as to whether or not the Proposed Transaction is ‘fair and reasonable’ to Greenvale's Shareholders other than those involved in the Proposed Transaction or associated with such persons (i.e. the Non-associated Shareholders).

The Report is to accompany the Notice of Meeting and explanatory statement required to be provided to Shareholders and will be prepared to assist the Independent Directors in complying with any regulatory requirements of ASX Listing Rule 10.1 and Item 7 of Section 611 and fulfilling their obligation to provide Shareholders with full and proper disclosure to enable them to assess the merits of the Proposed Transaction and to decide whether to agree by resolution to the Proposed Transaction.

2.2 Scope

PKFCA’s report will be prepared in accordance with all professional (including APES 225 Valuation Services issued by the Accounting Professional & Ethical Standards Boards Limited) and ASIC guidelines. The scope of the procedures we will undertake in forming our opinion on whether the Proposed Transaction is fair and reasonable to the Non-associated Shareholders will be limited to those procedures we believe are required in order to form our opinion. Our procedures will not include verification work nor constitute an audit or assurance engagement in accordance with Australian Auditing and Assurance Standards.

2.2.1 Fair market value

The assessment of whether the Proposed Transaction is fair and reasonable will necessarily involve determining the “fair market value” of various securities, assets and interests.

For the purposes of our opinion, the term “fair market value” will be defined as the price that would be negotiated in an open and unrestricted market between a knowledgeable, willing, but not anxious purchaser and a knowledgeable, willing, but not anxious vendor, acting at arm’s length.

By its very nature, the formulation of a valuation assessment necessarily contains significant uncertainties and the conclusions arrived at in many cases will be subjective and dependent on the exercise of individual judgment. There is therefore no indisputable value, and we normally express our opinion as falling within a likely range.

2.2.2 Special value

We will not consider special value in forming our opinion. Special value is the amount that a potential acquirer may be prepared to pay for a business in excess of the fair market value. This premium represents the value to the particular potential acquirer of potential economies of scale, reduction in competition, other synergies and cost savings arising from the acquisition under consideration not available to likely purchasers generally. Special value is not normally considered in the assessment of fair market value as it relates to the individual circumstances of special purchasers.

2.3.1 ASX Listing Rule 10.1 - Transactions with persons in a position of influence

ASX Listing Rule 10.1 requires the approval of an entity’s ordinary shareholders where it is proposed to acquire a substantial asset from, or dispose of a substantial asset to:

a related party or an associate of a related party; and
a subsidiary or an associate of a subsidiary;
a substantial holder (i.e. if the person and associates have a relevant interest or had a relevant interest at any time in the 6 months before the transaction in at least 10% of the total voting securities);
a person whose relationship to the entity is such that, in ASX's opinion, the transaction should be approved by security holders.

The Listing Rules provide that an asset is substantial if the value of the asset or the consideration to be paid for the asset is 5% or more of the equity interests of the listed entity as set out in the latest accounts given to the ASX.

We understand that Esperance and its associates (including Messrs Lorentz and Knauer) currently have a total relevant interest in 9,301,482 Shares (representing a relevant interest in 20.48% of the votes in Greenvale).

We understand that Shareholder approval is sought under Listing Rule 10.1 to allow Greenvale to acquire the Esperance Assets from Esperance. Shareholder approval is required because the consideration to be paid for the Esperance Assets is a substantial asset of Greenvale and Esperance and its associates have a relevant interest in at least 10% of the shares of Greenvale.

Listing Rule 10.10 requires that the notice of meeting under rule Listing Rule 10.1 must include a report on the transaction from an independent expert. The report must state whether the transaction is fair and reasonable to holders of the entity’s ordinary securities whose votes are not to be disregarded.

Therefore, our Report is required to address the application of ASX Listing Rule 10.1 to the Proposed Transaction.

2.3.2 Corporations Act - Sections 606 and 611

The Proposed Transaction will be subject to Section 606 of the Corporations Act and Item 7 of Section 611 of the Corporations Act as Esperance (and associates) will increase their relevant interests in Greenvale voting shares from a starting point which is above 20% but below 90% of the Greenvale voting shares (that is, before the Proposed Distribution). In view of this, the Proposed Transaction requires the approval of the Non-associated Shareholders under Item 7 of Section 611.

Section 606 (1) of the Corporations Act provides:

(1) A person must not acquire a relevant interest in issued voting shares in a company if:
(a) the company is:
(i) a listed company; or
(ii) an unlisted company with more than 50 members; and
(b) the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person; and
(c) because of the transaction, that person's or someone else's voting power in the company increases:
(i) from 20% or below to more than 20%; or
(ii) from a starting point that is above 20% and below 90%.

Greenvale Mining NL - Independent Expert’s Report

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Item 7 of Section 611

An exception to the prohibition in section 606 is Item 7 of Section 611, under which Non associated Shareholders may vote to allow the proposal to proceed.

We understand that Greenvale Shareholders will be required to vote to approve of the acquisition of Greenvale shares by Esperance under Item 7 of Section 611, even though the proposal is to immediately distribute the Greenvale shares acquired by Esperance to Esperance shareholders, none of which will hold more than 20% of Greenvale shares after implementing the Proposed Transaction.

Item 7 of Section 611 of the Corporations Act requires shareholders to be given all relevant information known to the person making the acquisition, their associates or the company, which is material to the proposal.

Whilst Section 611 of the Corporations Act does not explicitly state that an expert opinion is required in relation to such acquisitions, ASIC Regulatory Guide 74 Acquisitions Agreed to by Shareholders (“ RG 74 ”) states that it is the obligation of directors to provide shareholders with full and proper disclosure to enable them to assess the merit of a proposal under which a person would acquire a substantial interest in the company, and to decide whether to agree by resolution to the proposal.

RG 74 suggests that the notice of meeting must include an analysis of whether the issue is fair and reasonable when considered in the context of the interests of the shareholders other than those involved in the proposed allotment or purchase or associated with such persons (i.e. the Non-associated Shareholders).

This obligation may be satisfied by commissioning an independent expert to report on whether the proposed transaction is “fair and reasonable” to the Non-associated Shareholders.

Therefore, under Item 7 of Section 611 our Report is required to address the application of Section 606 of the Corporations Act.

2.4 Basis of Assessment

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We understand that when applying the term “fair market value” in the context of the test of whether a proposal is “fair” under ASIC regulatory guides, ASIC’s interpretation in RG 111 is that:

an expert is not permitted to have regard to the then current situation of the asset being valued, including any then current difficult financial position and the impact of measures required to rectify such a position. Instead, in assessing fairness, the expert should assume an orderly market for the asset being valued, even if such market circumstances do not exist at the time of the fairness assessment; and
factors such as the then current difficult financial position of the asset and the then current state of the market in which the asset operates are appropriate matters to be taken into account when assessing the reasonableness of the proposal under consideration.

RG 111.30 to RG 111.34 provide that:

If the bidder is offering non-cash consideration in a control transaction, the expert should examine the value of that consideration and compare it with the valuation of the target’s securities, whether the transaction is effected by a takeover bid, a scheme of arrangement or an issue of shares;

RG 111.31 provides that:

The comparison should be made between the value of the securities being offered (allowing for a minority discount) and the value of the target entity’s securities, assuming 100% of the securities are available for sale. This comparison reflects the fact that:

(i) the acquirer is obtaining or increasing control of the target; and
(ii) the security holders in the target will be receiving scrip constituting minority interests in the combined entity.

RG 111.32 provides that:

If the expert uses the market price of securities as a measure of the value of the offered consideration, the expert should consider and comment on:

the depth of the market for those securities;

2.4.1 Regulatory Guide 111

The Corporations Act does not define the expression “fair and reasonable”. RG 111 establishes guidelines in respect of independent expert reports under the Corporations Act. RG 111.52 also specifically requires that independent expert reports in respect of Listing Rule 10.1 apply the requirements of RG 111.

Essentially, RG 111 establishes that an expert should analyse control transactions as if it they were a takeover bid. In analysing a control transaction, the tests are:

is the offer ‘fair’; and
is it ‘reasonable’?

That is, the terms “fair” and “reasonable” are regarded as separate elements and are not regarded as a compound phrase.

Fair

RG 111.11 indicates that an offer is ‘fair’ if the value of the offer price or consideration is equal to or greater than the value of the securities the subject of the offer.

the volatility of the market price; and
whether or not the market value is likely to represent the value if the takeover bid is successful.

Based on the above, we will undertake the following:

assess the fair market value of the Esperance Assets, derived from our valuation of Esperance adjusted for the value of the Other Assets;
assess the fair market value of the Scrip Consideration. In assessing the fair value of the Scrip Consideration, we will have regard to the fair value of the Greenvale shares; and
compare the above fair market value of the Esperance Assets to the fair market value Scrip Consideration.

RG 111.58 indicates that in respect of a transaction with a person in a position of influence that requires member approval under ASX Listing Rule 10, where the proposed transaction consists of an asset acquisition by the entity, it is ‘fair’ if the value of the financial benefit being offered by the entity to the related party is equal to or less than the value of the assets being acquired.

Greenvale Mining NL - Independent Expert’s Report

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In our opinion, the Proposed Transaction is fair to the Greenvale Non-associated Shareholders if:

Table 9: Fair value analysis



The fair market value of the Esperance Assets that are being acquired by Greenvale, divided by the fair market value of Greenvale, which includes the fair market value of the Esperance Assets (“Expanded Greenvale”), expressed as a percentage	is more than or equal to	The percentage interest in Greenvale to be obtained by Esperance calculated as the Scrip Consideration divided by the expanded amount of the Greenvale issued capital (i.e. taking into account the existing issued capital, plus the Scrip Consideration) (“Greenvale Expanded Issued Capital”).

Source : PKFCA analysis

In our view, the test of fairness should be on a control basis given that Esperance shareholders as a combined group, having a relevant interest in Greenvale with each other, would become the largest shareholder of Greenvale assuming the Proposed Transaction was implemented. Accordingly, we will value the Scrip Consideration and Greenvale on a control basis. We will also value the Esperance Assets that will be acquired from Esperance on a control basis, given that Greenvale would be achieving control over the Alpha JV and Nagoorin JV and 50% ownership of the Lowmead JV.

Reasonable

RG 111.12 indicates that in respect of a control transaction, an offer is ‘reasonable’ if it is 'fair'. It might also be ‘reasonable’ if, despite being ‘not fair’, the expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid before the close of the offer.

RG 111.60 indicates that in respect of a transaction with a person in a position of influence that requires member approval under ASX Listing Rule 10, a proposed transaction is ‘reasonable’ if it is ‘fair’. It might also be ‘reasonable’ if, despite being ‘not fair’, the expert believes there are sufficient reasons for members to vote for the proposal.

RG 111.13 sets out some of the factors that an expert might consider in assessing the reasonableness of an offer, including:

the bidder’s pre-existing voting power in securities in the target;
other significant security holding blocks in the target;
the liquidity of the market in the target’s securities;
taxation losses, cash flow or other benefits through achieving 100% ownership of the target;
any special value of the target to the bidder, such as particular technology, the potential to write off outstanding loans from the target, etc;
the likely market price if the offer is unsuccessful; and
the value to an alternative bidder and likelihood of an alternative offer being made.

In our opinion, the Proposed Transaction will be reasonable to the Non-associated Shareholders, if the Proposed Transaction is "fair" and if not "fair", then it will be reasonable if the assessed advantages of approving the Proposed Transaction outweigh the assessed disadvantages to the Non-associated Shareholders.

2.5 Reliance on Information

This Report is based upon financial and other information provided by the Independent Directors. PKFCA has considered and relied upon this information. In addition, PKFCA has relied on the independent valuation report in relation to the Kununurra Project and Yampi Sound Project prepared by Terence Willsteed & Associates.

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Unless there are indications to the contrary, PKFCA has assumed that the information provided was reliable, complete and not misleading, and material facts were not withheld. The information provided was evaluated through analysis, inquiry and review for the purpose of forming an opinion as to whether the Proposed Transaction is fair and reasonable.

PKFCA does not warrant that its inquiries have identified or verified all of the matters which an audit, extensive examination or “due diligence” investigation might disclose. In any event, an opinion as to whether a corporate transaction is fair and reasonable is in the nature of an overall opinion rather than an audit or detailed investigation.

It is understood that the accounting information provided to PKFCA was prepared in accordance with generally accepted accounting principles (including adoption of Australian Equivalents to International Financial Reporting Standards and, except where noted, will be prepared in a manner consistent with the method of accounting used by Greenvale in previous accounting periods.

Where PKFCA relied on the views and judgement of management the information was evaluated through analysis, inquiry and review to the extent practical. However, such information is often not capable of direct external verification or validation.

Under the terms of PKFCA's engagement, Greenvale has agreed to indemnify PKFCA and PKF East Coast Practice, and their partners, directors, employees, officers and agents (as applicable) against any claim, liability, loss or expense, costs or damage, arising out of reliance on any information or documentation provided by Greenvale, which is false or misleading or omits any material particulars, or arising from failure to supply relevant documentation or information.

2.6 Limitations

PKFCA acknowledges that this Report will be lodged by the Independent Directors with the ASX and will be included in the NOM and accompanying explanatory memorandum to be sent to the Shareholders. The Independent Directors acknowledge that PKFCA’s Report has been prepared solely for the purposes noted above and accordingly PKFCA disclaims any responsibility from reliance on its Report in regard to its use for any other purpose. Except in accordance with the stated purposes, no extract, quote or copy of the Report to the Independent Directors, in whole or in part, should be reproduced without the prior written consent of PKFCA, as to the form and context in which it may appear.

PKFCA’s procedures, in the preparation of the Report, have involved an analysis of financial information and accounting records. This did not include verification work nor constitute an audit or review in accordance with Australian Auditing and Assurance Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit or review. Accordingly, we will not express an audit or review opinion.

It was not PKFCA’s role to undertake, and PKFCA has not undertaken, any commercial, technical, financial, legal, taxation or other due diligence, other similar investigative activities or independent geologist/engineer valuations in respect of Greenvale and/or Esperance. PKFCA understands that the Independent Directors have been advised by legal, accounting and other appropriate advisors in relation to such matters, as necessary. PKFCA will provide no warranty or guarantee as to the existence, extent, adequacy, effectiveness and/ or completeness of any due diligence or other similar investigative activities by the Independent Directors or their advisors.

PKFCA has not considered the effect of the Proposed Transaction on the particular circumstances of individual Shareholders. Some individual shareholders may place a different emphasis on various aspects of the Proposed Transaction from that adopted in our Report. Accordingly, individual Shareholders may reach different conclusions on whether or not the Proposed Transaction is fair and reasonable in their individual circumstances.

Greenvale Mining NL - Independent Expert’s Report

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As the decision of an individual shareholder in relation to the Proposed Transaction may be influenced by their particular circumstances (including their taxation position), Shareholders will be advised to seek their own independent advice.

Apart from the Report, PKFCA is not be responsible for the contents of the NOM or any other document. PKFCA has provided consent for inclusion of its Report in the NOM. PKFCA’s consent and the NOM acknowledge that PKFCA has not been involved with the issue of the NOM and that PKFCA accepts no responsibility for that document.

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3 PROFILE OF GREENVALE

Overview

3.1

Greenvale is an exploration company, listed on the ASX. Greenvale's principal acti vit y is that of oil shale exploration in Queensland. Other than the Tenements, Greenvale’s other main asset is cash.

Greenvale has interests in various oil shale tenements as follows:

Terence Willsteed & Associates has provided its consent to the use of, and reliance upon the independent valuation report in relation to the Kununurra Project and Yampi Sound Project. In addition, Terence Willsteed & Associates has provided its consent to be named in the Report.

2.7 Assumptions

In forming our opinion, we have made certain assumptions as outlined below:

that matters such as retention of key personnel, compliance with laws and regulations and contracts in place are in good standing, and will remain so, and that there are no material legal proceedings, other than as publicly disclosed;
any public information used in relation to Esperance and Greenvale are accurate and up to date;
information in relation to the Proposed Transaction that is distributed to shareholders, or any information issued by a statutory body is complete, accurate and fairly presented in all material respects;
there is no change in policy from the Queensland Government in relation to oil shale;
the oil shale interests remain in their exploration phase;
any other publicly available information relied on by us is accurate and not misleading;
the legal mechanisms to implement the Proposed Transaction are valid and effective;
if the Proposed Transaction is implemented, it will be implemented in accordance with its publicly stated terms; and
we have relied on the fair market valuation report prepared by Terence Willsteed & Associates (" TWA "), dated 6 July 2011, which sets out TWA's opinion as to the fair market values of the Kununurra Project and Yampi Sound Project (" TWA Valuation Report "). TWA has provided its consent for PKFCA to rely on the TWA Valuation Report and as at the date of this Report had not withdrawn its consent. The TWA Valuation Report is attached in Appendix 4 of this Report.
Alpha deposit (Mineral Development Licence No 330) - 50% : Esperance, owns the other 50%;
Lowmead deposit (Mineral Development Licence No 188) - 25% : The JV partners are Esperance (50%) and QER (25%); and
Nagoorin deposit (EPM 7721 and Mineral Development Licence Application No 234) - 50% : The JV partners are Esperance (25%) and QER (25%).

QER is the manager of Lowmead and Nagoorin deposits.

Greenvale has ongoing programmes of exploration and evaluation of technologies to commercially exploit its oil shale reserves. The future activities of Greenvale are largely dependent on further research and development of oil shale recovery techniques.

Set out below is a brief corporate timeline of Greenvale:

Table 10: Key Timeline - Greenvale

Dates Description	Dates Description
28 July 1971 12 January 2007 25 August 2008 14 August 2009 17 August 2009 13 December 2010 22 June 2011	Official listing on the ASX. Renounceable issue of options to shareholders. Queensland government moratorium on oil shale development in the Whitsunday region. Sale of the investment in East Coast Minerals N.L. in exchange for a reduction in the loan account with the Company's former associate. Sale of Minga Pty Limited to Boss Energy Limited. Pro rata non-renounceable rights issue. Announcement of consolidation of oil shale assets.

Dates
Description

28 July 1971
12 January 2007
25 August 2008
14 August 2009
17 August 2009
13 December 2010
22 June 2011

Official listing on the ASX.
Renounceable issue of options to shareholders.
Queensland government moratorium on oil shale development in the Whitsunday region.
Sale of the investment in East Coast Minerals N.L. in exchange for a reduction in the loan
account with the Company's former associate.
Sale of Minga Pty Limited to Boss Energy Limited.
Pro rata non-renounceable rights issue.
Announcement of consolidation of oil shale assets.

Source : Greenvale management / ASX announcements

Greenvale Mining NL - Independent Expert’s Report

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3.2 Tenements

Set out below is a brief overview of the Tenements.

3.2.1 Location

Below is a location of the oil shale deposits:

Figure 3

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Oil Shale Deposits
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Source: Greenvale website
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3.2.2 Alpha deposit

The Alpha deposit license covers 1,904.5 hectares and is located in Central Queensland.

Geological surveys indicate that the Alpha deposit consists of two seams – an upper seam comprising cannel coal shale[1] and a lower seam comprising torbanite[2] oil shale lens enclosed in cannel coal shale. Torbanite is a rich oil shale comprised predominantly of algal components.

The total in-situ resources for the deposit (to at least Indicated Resources category as per the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the "JORC Code") December, (" JORC Code, 2004 ") is estimated at 89.5 million barrels (“ MMbbl ”) of oil.

3.2.3 Lowmead deposit

The Lowmead resource comprises an interbedded sequence of lamosite oil shale, carbonaceous oil shale, claystone and minor sandstone with a maximum thickness of 715m. Lamosite is composed of small algal bodies in a mineral matrix. It is estimated that the total in-situ resource is 706 MMbbl of oil, comprising:

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Indicated resource of 212 • Inferred resource of 494 MMbbl of oil.
MMbbl of oil

The estimate complies with the requirements of the JORC Code, 2004.

ASX announcements by Greenvale and associated companies indicate that new solvent technologies could increase the total resource to 2.2 billion barrels (“ Bbbl ”) of oil.

3.2.4 Nagoorin deposit

The Nagoorin deposit licenses cover an area of 6,854 hectares and are located in eastern Central Queensland.

Geological surveys indicate that the Nagoorin deposit comprises a fossil fuel resource, which consists of a sequence of interbedded lamosite oil shale and cannel coal. The total in-situ resource for the deposit is estimated at 2.4 Bbbl of oil comprising:

Measured resource of 0.4 Bbbl • Inferred resource of 1.3 Bbbl
Indicated resource of 0.7 Bbbl

The estimate complies with the requirements of the JORC Code, 2004.

ASX announcements by Greenvale and associated companies indicate that new solvent technologies could increase the total resource to 8.8 Bbbl of oil.

3.3 Corporate Structure

Set out below is current the corporate structure of Greenvale:

Figure 4

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Corporate Structure
3,589,300 Fully Paid
Shares 7.91% [1]
Greenvale Esperance
Fully Paid Shares. Alpha FP Ord. 84,039,679
38,225,960 50% Resources Pty 50% Options 16,100,000
Partly Paid Shares 7,164,172 Limited
Options 5,062,633
100%
Alpha
MDL330
50% Nagoorin 25%
MDL234
Lowmead
25% 50%
MDL188
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Source: Greenvale management

Note :

1 Also know as candle coal, is a type of coal, also classified as terrestrial type oil shale, with a large amount of hydrogen, which burns easily with a bright light and leaves little ash.

2 A variety of coal that resembles carbonaceous shale in outward appearance. It is fine-grained, brown to black, and tough. Torbanite is synonymous with bog head coal and is related to cannel coal. High-assay torbanite yields paraffinic oil, whereas low-assay material yields asphaltic oil.

This percentage shareholding is calculated based on the number of voting shares in Greenvale held by Esperance (3,589,300 Fully Paid Shares) divided by the total number of Greenvale voting shares (38,225,960 Fully Paid Shares and 7,164,172 Partly Paid Shares per Greenvale's shareholders' register dated 17 August 2011).

Greenvale Mining NL - Independent Expert’s Report

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3.4 Directors

The directors of Greenvale are as follows:

Table 11: Directors

Name Position Background	Name Position Background	Name Position Background
Elias (“Leo”) Khouri	Non- executive Chairman	Mr Khouri has been involved in international financial equity markets since 1987 through his involvement in a wide range of companies listed on the ASX, AIM, TSX, NYSE, NASDAQ and Frankfurt stock exchange. Mr Khouri is experienced in corporate finance, advisory, capital raising, JV and negotiations for both listed and unlisted companies. To date, Mr Khouri has provided advisory services to a number of companies in various industries ranging from bio-technology, funds management, telecommunications, media and entertainment and the mining industry. Mr Khouri has no other directorships with listed public companies. Mr Lorentz has experience in mining. Mr Lorentz was previously a director of Amad NL which discovered the Naberlek uranium deposit, a director of Pexa Oil NL, an oil and gas company based in Queensland and a director of Wambo Mining NL which operates a coal mine near Singleton, NSW. Mr Lorentz is also a director of Esperance. Other than the above, Mr Lorentz has not held any directorships with listed companies over the last 3 years. Mr Obeid has experience in business development, operational and management experience across a wide range of industries. Mr Obeid has expertise in identifying business opportunities together with the development and implementing of effective business strategies to ensure optimum profitability. Mr Obeid is a also a director of Boss Energy Limited. Other than the above, Mr Obeid has not held any directorships with listed companies.
Gabriel Lorentz	Non- executive Director
Joseph Obeid	Non- executive Director

Source : Greenvale management

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3.5 Income Statements

The income statements of Greenvale for the years ended 30 June 2009 (" FY2009 "), 30 June 2010 (" FY2010 "), six months ended 31 December 2010 (" H1FY2011 ") and eleven months ended 31 May 2011 (" 11MFY2011 ") are presented in the table below:

Table 12: Greenvale Income Statements

	FY2009	FY2010	H1FY2011	11MFY2011
($'000s unless indicated otherwise)	Audited	Audited	Reviewed	Unaudited
Other income Expenses Wages and salaries Other associated personnel expense Loss on sale of shares Management fees Legal fees Administrative expenses Impairment of advances to associates Impairment of investments in related entities Research and development expenses Total Expenses Results from operating activities Net financial income / (expense) Share of (loss) income from associate Loss before income tax Income tax benefit Loss after income tax Total income growth (%) Total expense growth (%)	107 (256) (12) (186) (39) (198) (249) - (524) 537	28 (234) (1) - - (55) (192) (3) - -	- (116) - - - - (103) - - -	59 (116) - - - (30) (190) - - -
	(927)	(485)	(219)	(336)
	(820) (59) 33	(457) (60) -	(219) (21) -	(277) (21) -
	(846) -	(517) -	(241) -	(298) -
	(846)	(517)	(241)	(298)
	n/a n/a	(74%) (48%)	n/a n/a	n/a n/a

Sources : Greenvale Annual Reports / Half-year Financial Report / Management Accounts Note :

n/a – not applicable

Key items to note from the above are:

other income – for FY2010, Greenvale recognised a gain on sale amounting to $22,500 from the sale of its 45% shareholding in Minga Pty Ltd (“ Minga ”) to its associate Boss Energy Limited. The balance relates to insurance recoveries, profit on sale of investments and other sundry income;
loss on sale of shares - this relates to the sale of 5,671,868 ordinary shares and 5,671,868 unlisted partly paid shares in East Coast Minerals (“ ECM ”) to Minga which took place in FY2009. The proceeds from the sale were utilised to reduce the loan provided by Minga;
impairment of investments in related entities - in FY2009, the carrying value of Greenvale's investments in both ECM and Esperance (now sold) were written down;
research and development expenses - this relates to research and development expense which were undertaken by a specific oil shale technology researcher engaged by Greenvale. In April 2008, the agreement with the oil shale technology researcher was cancelled. Based on independent legal advice, we have been advised that the Directors consider that further payments to the oil shale technology researcher were unlikely.

Greenvale Mining NL - Independent Expert’s Report

3.6

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Accordingly, the provision for the amount payable to the oil shale technology researcher was reversed and a credit of $0.537 million was included in the income statement in FY2009; and
net financial income/(expense) - this relates to interest paid on a loan provided by Minga.
The Greenvale board considers that corporate overheads are well contained.

Balance Sheets

The balance sheets of Greenvale as at 30 June 2009, 30 June 2010, 31 December 2010 and 31 May 2011 are presented in the table below:

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have been written down to nil.

exploration and evaluation expenditure - this relates to exploration expenditure carried forward in relation to the Lowmead and Nagoorin mineral tenements; and
interest bearing loans from associate - this was an unsecured loan from Minga. On 14 August 2009, Minga was sold to Boss Energy Limited. The loan from Minga upon sale was deemed as due and payable. On 28 June 2010, the unsecured loan from Minga was renegotiated and repayment was extended to 1 October 2011 at an interest rate of 7% p.a. (FY2010: 9% p.a.) and accordingly was classified as non current for FY2010. Subsequent to 31 December 2010, Greenvale carried out a capital raising in the form of a rights issue and the proceeds were partly used to repay this unsecured loan in full. A total of $857,204 (including interest) was repaid to Minga.

Table 13: Greenvale Balance Sheets

	30 June 2009	30 June 2010	31 December 2010	31 May 2011
($'000s unless indicated otherwise)	Audited	Audited	Reviewed	Unaudited
Current assets Cash and cash equivalents Receivables Non-current assets Investments Intangible assets - exploration and evaluation expenditure Total assets Current liabilities Payables Interest bearing loans from associate Non-current liabilities Interest bearing loans from associate Total liabilities Net assets Net tangible assets Total interest bearing liabilities Debt ratio (%)1	795 20	383 55	237 55	490 20
	815 33 2,053	438 41 2,200	291 100 2,222	510 100 2,230
	2,086	2,242	2,322	2,330
	2,901	2,680	2,614	2,841
	161 823	28 -	59 852	1 -
	984 - -	28 897 897	912 - -	1 - -
	984	925	912	1
	1,917	1,755	1,702	2,840
	(136) 823 28%	(445) 897 33%	(520) 852 33%	610 - 0%

3.7 Tax Losses

As set out in the audited accounts for FY2010, Greenvale estimates that the potential deferred tax asset as at 30 June 2010 in respect of tax losses and capital losses for which no deferred tax asset is recognised on the balance sheet is $2.033 million. Set out below is a breakdown:

Table 14: Deferred tax asset - not recognised

($'000s unless indicated otherwise) 30 June 2010	($'000s unless indicated otherwise) 30 June 2010
Tax losses Capital losses	1,685 348
	2,033

Source:Greenvale Annual Report 2010

We note there may be an immaterial increase to the amount of losses for FY2011.

Capital Commitments

3.8

Greenvale has indicated that as at the Assessment Date it does not have any capital commitments.

3.9 Contingent Liabilities

Greenvale has indicated that as at the Assessment Date it does not have any contingent liabilities.

3.10 Capital Structure

The issued capital of Greenvale consists of the following:

38,225,960 Fully Paid Shares listed on the ASX; and
7,164,172 partly paid ordinary shares paid to 5 cents (15 cents unpaid) listed on the ASX.

Sources : Greenvale Annual Reports / Half-year Financial Report / Management Accounts

Note:

1 . Debt ratio = Total interest bearing liabilities / total assets

We note the following in relation to the above balance sheets:

investments - this mainly relates to investments in:

In addition to the above, Greenvale has 5,062,633 listed Options, that have an exercise price of 30 cents each and an expiry date of 31 December 2011.

Given the exercise price and the expiry date of the Options, we believe that it is extremely unlikely that it would be economically rational to exercise the Options and for the purposes of this Report we have assumed that they will expire unexercised.

available-for-sale related party listed securities. As at 31 May 2011, Greenvale owns a 1.32% equity interest in Esperance. The shares in Esperance were disposed of in the month of June for approximately $66,000; and
shares in unlisted related party securities. As noted previously, the ownership interest and carrying value in Minga and the shareholding was sold to Boss Energy Limited on 14 August 2009. All other investments in unlisted companies

Greenvale Mining NL - Independent Expert’s Report

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3.10.1 Partly Paid Shares

Set out below is a summary of the rights of the Partly Paid Shares:

Calls on Shares

The Partly Paid Shares are subject to the uncalled liability of 15 cents per Partly Paid Share which may be the subject of a call by a director's resolution at any time. The directors may make a call on a Shareholder for some or all of the money unpaid on a Partly Paid Share held by the Shareholder. A call may be made payable by instalments and a call may be revoked, postponed or extended by directors. If a Shareholder fails to pay a call or instalment of a call, then subject to the Corporations Act and the Listing Rules, the Partly Paid Shares in respect of the Call may be forfeited in accordance with the Constitution.

Voting Rights

Subject to any rights or restrictions attached to any class of shares and to the Constitution, at a meeting of shareholders, on a show of hands, every Shareholder has one vote.

On a poll, each Shareholder has:

one vote for each Fully Paid Share held; and
one vote for each Partly Paid Share held (where that Partly Paid Share was issued before the first general meeting of the Company that was held after 1 July 1993); and
a fraction of a vote for each Partly Paid Share held (where that Partly Paid Share was issued after the first general meeting of Company that was held after 1 July 1993). The fraction of the vote must be equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited), ignoring amounts paid in advance of a call.

All of the Partly Paid Shares were issued prior to 1 July 1993 and so, Shareholders holding Partly Paid Shares have one vote for each Partly Paid Share held.

A holder of Shares has no right to vote if calls due and payable on those Shares have not been paid. No person is entitled to any vote in respect of forfeited Shares.

Dividends

Subject to the Corporations Act and the rights of holders (if any) of shares issued with any special preferential or qualified rights, the profits of the Company which the directors may from time to time determine to distribute by way of dividend will be paid to shareholders in proportion to the number of Shares held by them irrespective of the amount paid up or credited as paid up on the shares.

Winding Up

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Subject to the rights of shareholders (if any) entitled to shares with special rights in winding up:

all moneys and property that are to be distributed among shareholders on a winding up shall be distributed in proportion to the shares held by them, irrespective of the amount paid up or credited as paid up on the shares; and
a shareholder who is in arrears of payment of a call on a share but whose share has not been forfeited in not entitled to participate in the distribution on the basis of holding that share until the amount owing in respect of the call has been fully paid and satisfied.

The most recently provided list of top 20 Partly Paid Shareholders are listed below:

Table 15: Top 20 Partly Paid Shareholders

Shareholder	Number of Partly Paid Shares held	Percentage of total Partly Paid Shares held	Percentage of total voting rights held
Boss Energy Ltd Queensland Energy Resources LLC Mr Peter Stanford & Mr John Stanford & Mr Jeremy Stanford Pitt Street Absolute Return Fund Pty Limited Stanley Cullen John A McEvoy Mr Howard Jones Mr Randall Henri Olgers John Albert McEvoy JB Were (NZ) Nominees Limited Mrs Janette Macquarie Stanford Phng Yen San Holdings (Pte) Ltd Mr Frederick Woollard Mr Leslie Alfred Spratt Mr David Cliffe Merrill Lynch (Australia) Nominees Pty Limited Samuel William Tischler Mrs Phyllis Jane Rook National Nominees Limited Kaos Investments Pty Limited Top 20 contributory shareholders Other contributory shareholders Total contributory shareholders	2,221,250 425,310 280,000 255,300 206,800 140,000 110,000 110,000 100,000 76,000 74,300 70,000 64,440 60,500 60,000 55,900 50,000 38,000 35,900 35,000	31.0% 5.9% 3.9% 3.6% 2.9% 2.0% 1.5% 1.5% 1.4% 1.1% 1.0% 1.0% 0.9% 0.8% 0.8% 0.8% 0.7% 0.5% 0.5% 0.5%	4.9% 0.9% 0.6% 0.6% 0.5% 0.3% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1%
	4,468,700 2,695,472	62.4% 37.6%	9.8% 5.9%
	7,164,172	100.00%	15.78%

Source : Greenvale Shareholder Register as at 17 August 2011

If the Company is wound up, the liquidator may, with the sanction of a special resolution divide among the shareholders in kind the whole or any part of the property of the company and may for that purpose set the value the liquidator considers fair upon any property so divided and may determine how the division is to be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the sanction of a special resolution, vest the whole of any part of the property in trustees on trusts for the benefit of the shareholders as the liquidator sees fit.

Summary

The Partly Paid Shares are issued and have various rights. In summary, the Partly Paid Shares rank equally with the Fully Paid Shares in Greenvale in terms of voting, dividends and payments upon winding up. They are subject to the directors calling up the unpaid amount, in part or in full, at any time at the discretion of the directors.

For the purposes of this Report, the question in relation to the Partly Paid Shares is: what amount, if any, will be paid up. A call, (either full or partial) may not be made by the directors. Even if a full call is made, there is no telling when that call will be made.

Greenvale Mining NL - Independent Expert’s Report

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Even if a full call is made, it may not be met, as the share price of the Fully Paid Shares in Greenvale at the time will be relevant to whether it is economically rational to meet the call.

Even if a full call is made, and is not paid, so that all the Partly Paid Shares are forfeited, the Partly Paid Shares will continue to exist, and in that event it is likely that they will be sold at an auction of forfeited shares, for some amount; (probably at some discount to the then prevailing trading price of the Fully Paid Shares in Greenvale, given the relatively large number of Partly Paid Shares).

Accordingly, for the purposes of this Report, we have undertaken the analysis on the basis of the two scenarios, that all the Partly Paid Shares are fully paid up and the alternative, that none of the Partly Paid Shares are further paid up.

3.10.2 Ordinary Shares

The most recently provided list of Fully Paid Shareholders of Greenvale are listed below:

Table 16: Top 20 Fully Paid Shareholders

Shareholder Number of Shares held Percentage of total Shares held Percentage of total voting rights held	Shareholder Number of Shares held Percentage of total Shares held Percentage of total voting rights held	Shareholder Number of Shares held Percentage of total Shares held Percentage of total voting rights held	Shareholder Number of Shares held Percentage of total Shares held Percentage of total voting rights held
Q Supa Pty Limited Pitt Street Absolute Return Fund Pty Limited Mining Investments Limited HSBC Custody Nominees (Australia) Limited Esperance Minerals NL J P Morgan Nominees Australia Limited Boss Energy Limited Moneybung Pty Ltd Trayburn Pty Ltd Wayne King Corporation Limited Zandoc Holdings Pty Ltd Penson Australia Nominees Pty Ltd Azalea Family Holdings Pty Ltd Sanperez Pty Ltd Queensland Energy Resources LLC Mair Holdings Limited SFP Super Fund Pty Ltd Mr Giancarlo Paolucci & Mrs Maria Pia Paolucci National Nominees Limited Vetty Pty Ltd	4,341,180 3,973,333 3,917,610 3,837,287 3,589,300 2,068,978 1,749,720 1,442,763 1,217,647 917,647 782,776 742,857 641,434 482,609 360,978 328,571 311,765 300,000 242,075 241,910	11.4% 10.4% 10.2% 10.0% 9.4% 5.4% 4.6% 3.8% 3.2% 2.4% 2.0% 1.9% 1.7% 1.3% 0.9% 0.9% 0.8% 0.8% 0.6% 0.6%	9.6% 8.8% 8.6% 8.5% 7.9% 4.6% 3.9% 3.2% 2.7% 2.0% 1.7% 1.6% 1.4% 1.1% 0.8% 0.7% 0.7% 0.7% 0.5% 0.5%
Top 20 shareholders	31,490,440	82.4%	69.4%
Other shareholders Total shareholders	6,735,520	17.6%	14.8%
	38,225,960	100.0%	84.2%

Source : Greenvale Shareholder Register as at 17 August 2011

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3.11 Share Price Analysis

3.11.1 Fully Paid Shares

The graph below illustrates the daily movement in Greenvale's Fully Paid Share price and volumes traded from 23 June 2010 to 22 June 2011.

Figure 5

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

Greenvale Share Price vs. S&P/ASX 300 Materials Index
Share price $ Volume
0.25 600,000
500,000
0.20 D
E 400,000
0.15
300,000
A
0.10
C 200,000
B
0.05
100,000
- -
Volume Greenvale Mining NL S&P/ASX 300 Materials
----- End of picture text -----

Source : Bloomberg / PKFCA analysis

It is noted that in the period analysed, Greenvale's Fully Paid Share price only briefly exceeded 20 cents.

Factors which may have had an impact on trading in Fully Paid Shares are detailed below:

Table 17: Greenvale announcements

Notation Date Details of announcement	Notation Date Details of announcement	Notation Date Details of announcement
A B C D E	27/07/2010 13/12/2010 1/02/2011 22/2/2011 - 24/2/2011 22/6/2011	June quarterly activities and cash flow report released. Greenvale's prospectus in relation to the pro rata non-renounceable rights issue of 2 new shares for every 3 shares (fully paid) held or 2 new shares for every 12 shares (partly-paid) held. Completion of the issue and allotment of the shortfall from the rights issue which was announced to the ASX on 13 December 2010. Samuel Terry Asset Management sold approximately 300,000 shares and ceased to be a substantial shareholder of Greenvale. Greenvale announced the Proposed Transaction.

Source : ASX announcements

The top 20 Fully Paid Shareholders hold approximately 82.4% of the total Fully Paid Shares on issue in Greenvale, whilst the remaining Fully Paid Shareholders hold parcels which are individually less than 0.6% of the total Fully Paid Shares on issue. In addition to the above, we note that the top six Fully Paid Shareholders each hold more than 5% of the Fully Paid Shares.

In assessing Greenvale’s Fully Paid Share price performance we have had particular regard to the following:

the ‘spread’ of Shareholders and the total number of Fully Paid Shares that Shareholders hold in Greenvale;

Greenvale Mining NL - Independent Expert’s Report

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the level of trading activity of the Greenvale Fully Paid Shares (i.e. the volume of trades of the shares in the market as a percentage of the total Fully Paid Shares, and the frequency of the trades);
the number and frequency of ‘unusual’ and/or ‘abnormal’ trading that has taken place in the Greenvale’s Fully Paid Share; and
the information publicly available to the ‘willing’ buyers and sellers in respect of Greenvale and the market in which it operates.

We have reviewed the following factors relating to the trading activity of Greenvale’s Fully Paid Shares on the ASX:

the daily high, low and closing share price of trades;
the daily volume of the trades;
the volume weighted average share price (“ VWAP ”); and
average bid/ask spread.

The table below summarises trades in Fully Paid Shares over the last 12 months up to 22 June 2011.

Table 18: VWAP of daily trades of Fully Paid Share

Greenvale - Fully Paid Shares	High Low VWAP Total volume Turnover (annualised) Average bid/ ask spread traded	High Low VWAP Total volume Turnover (annualised) Average bid/ ask spread traded	High Low VWAP Total volume Turnover (annualised) Average bid/ ask spread traded	High Low VWAP Total volume Turnover (annualised) Average bid/ ask spread traded	High Low VWAP Total volume Turnover (annualised) Average bid/ ask spread traded	High Low VWAP Total volume Turnover (annualised) Average bid/ ask spread traded
	($) ($) ($) (000's) (%) (%)
As at 22 June 2011	Note 1	Note 1	Note 1	Note 1	Note 1	Note 1
1 month to 22 June 2011	0.16	0.15	0.15	91	2.86 2.88 16.38	40.00
3 months to 22 June 2011	0.18	0.13	0.16	275		23.06
6 months to 22 June 2011	0.23	0.09	0.15	2,872		18.91
12 months to 22 June 2011	0.23	0.06	0.13	4,201	15.01	22.79

Source:Bloomberg / PKFCA analysis Note: 1. Greenvale Fully Paid Shares did not trade on 22 June 2011.

We note the following with respect to the liquidity of Greenvale Fully Paid Shares during the 12 months up to 22 June 2011:

there was no trade on 22 June 2011;
the most recent trade prior to 22 June 2011 was on 2 June 2011 at $0.15;
the share price traded between $0.06 and $0.23;

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the annualised bid-ask spread of the Fully Paid Shares prices is relatively wide, ranging from 18.9% to 40.0%;
Greenvale was not followed by analysts; and
the top 20 Fully Paid Shareholders hold a relatively large portion of the total number of Fully Paid Shares.

Conclusion

Our analysis as set out above indicates that the liquidity of Greenvale Fully Paid Shares is low and therefore the trading activity up until 22 June 2011 may not provide a robust or reliable measure of the fair market value of Greenvale Fully Paid Shares.

3.11.2 Partly Paid shares

Set out below is a graph which illustrates the movement in Greenvale's Partly Paid Share price and volumes traded from 23 June 2010 to 22 June 2011.

Figure 6

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

Partly Paid Share Price Movements
Share price $ Volume
0.07 250,000
0.06
200,000
0.05
150,000
0.04
0.03
100,000
0.02
50,000
0.01
- -
Volume GRV Contributory Shares
Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Dec-10 Jan-11 Feb-11 Mar-11 Apr-11 May-11 Jun-11
----- End of picture text -----

Source : Bloomberg / PKFCA analysis

on seven days over the period analysed, the daily volume rose to or above 150,000 shares. The spikes in volume are charted in Figure 5 above. Whilst the high volume on certain days could be explained by the announcements, some higher than normal trades are not easily traceable to any particular event;
VWAP prices are observed to be, in general, on an upward trend over the period;
as noted in Figure 5 above, over the period analysed Greenvale Fully Paid Shares outperformed the S&P/ASX 300 Materials Index (a capitalisation weighted index that represents all Materials in the S&P/ASX 300 Index);
there is relatively low volume in the trading activity of the Fully Paid Shares. The total traded volume of Fully Paid Shares over the whole year analysed was only 15.01% of the total weighted average of Fully Paid Shares on issue over the period;
over the year analysed, there were 78 days of trading activity out of a total of a 253 trading days, representing 30.84% of trading days;

Greenvale Mining NL - Independent Expert’s Report

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4 PROFILE OF ESPERANCE

The table below summarises Partly Paid Shares trades over the last 12 months up to 22 June 2011.

4.1 Overview

Table 19: VWAP of daily trades

Greenvale - Partly Paid Shares	High Low VWAP Total volume Turnover (annualised) Average bid/ ask spread traded	High Low VWAP Total volume Turnover (annualised) Average bid/ ask spread traded	High Low VWAP Total volume Turnover (annualised) Average bid/ ask spread traded	High Low VWAP Total volume Turnover (annualised) Average bid/ ask spread traded	High Low VWAP Total volume Turnover (annualised) Average bid/ ask spread traded	High Low VWAP Total volume Turnover (annualised) Average bid/ ask spread traded
	($) ($) ($) (000's) (%) (%)

As at 22 June 2011	Note 1	Note 1	Note 1	Note 1	Note 1	Note 1
1 month to 22 June 2011	Note 2	Note 2	Note 2	Note 2	Note 2 Note 2 0.30	Note 2
3 months to 22 June 2011	Note 2	Note 2	Note 2	Note 2		Note 2
6 months to 22 June 2011	0.06	0.01	0.04	52		356.3
12 months to 22 June 2011	0.06	0.01	0.01	421	5.88	502.7

Source: Bloomberg / PKFCA analysis Notes: 1. No Partly Paid Shares were traded on 22 June 2011. 2. No Partly Paid Shares were traded.

Conclusion

Our analysis as set out above indicates that the liquidity of Greenvale Partly Paid Shares is low and therefore the trading activity up until 22 June 2011 may not provide a robust or reliable measure of the fair market value of Greenvale Partly Paid Shares.

3.12 Debt Structure

As noted above in Section 3.6, subsequent to 31 December 2010, the unsecured loan from Minga was repaid in full. As such, as at the date of this Report, Greenvale does not have any interest bearing liabilities.

3.13 Strength, Weakness, Opportunities and Threats ("SWOT") analysis

Set out below is a SWOT analysis of Greenvale:

Table 20: SWOT Analysis

	Strengths		Weaknesses
•	Experienced management team with proven mergers	•	Reliance on key personnel.
	and acquisition capacity.	•	The future activities of the company are largely
•	Small dynamic team.		dependent on further research and development of
•	Proven ability to access capital.		oil shale recovery techniques and ability to raise capital
		•	not yet in production and no operating revenue
	Opportunities		Threats
•	Potential to service growing energy demands through	•	Volatility in commodity prices.
	oil shale.	•	Volatility in foreign exchange rates.
		•	Permanent ban on oil shale mining by the
			Queensland Government.
		•	Unknown outcome of research and development of
			oil shale recovery techniques.

Sources : Greenvale management / PKFCA analysis

4.2

Esperance is a mineral exploration company, listed on the ASX, which until relatively recently only held interests in the Tenements. On 30 June 2009, Esperance acquired interests in the Kununurra and Yampi Sound tenements in Western Australia.

Other assets / tenements held by Esperance

Other than the interests in the Tenements above, Esperance holds interests in the following:

Table 21: Other interests held by Esperance

Tenements / Investments Description Effective interest	Tenements / Investments Description Effective interest	Tenements / Investments Description Effective interest
Kununurra Project Yampi Sound Project Greenvale Other	This is prospective for iron, gold, silver, lead, copper and zinc. It is located 5km west of the regional town of Kununurra in Western Australia. The Yampi Sound Project is prospective for copper, iron and uranium. It is located on the Yampi Peninsula in Western Australia. The tenement expires on 2 February 2013. Esperance is a shareholder in Greenvale. Esperance also has cash and listed investments.	42% 70% 9.39%1 n/a

Source : ASX announcements

n/a - not applicable Note :

This percentage shareholding is calculated based on 3,589,300 Fully Paid Shares in Greenvale held by Esperance (per the Acquisition Agreement) divided by the total number of Fully Paid Shares (38,225,960 shares per Greenvale's shareholders' register dated 17 August 2011).

Hereafter, we refer to the above collectively, as " Other Assets ".

Set out below is a brief corporate history of Esperance:

Table 22: Corporate Timeline - Esperance

Dates Description	Dates Description
25 September 1970 1980 2 June 2004 24 August 2008 30 June 2009 4 November 2010	First listed on the ASX. Esperance along with Greenvale formed a JV with Southern Pacific Petroleum NL and Central Pacific Minerals NL to explore the Nagoorin and Lowmead oil shale tenements. Esperance acquired a 25% stake in Nagoorin tenement and 50% stake in Lowmead tenement in a JV with Greenvale and QER following the appointment of a receiver to Southern Pacific Petroleum NL and Central Pacific Minerals NL. Queensland government announces a two-year moratorium on the issue of mining licenses pending the development of an environmentally acceptable method of extracting oil shale. Esperance acquired interests in Kununurra and Yampi Sound tenements. Esperance ceased to be a substantial shareholder of ECM.

Dates
Description

25 September 1970
1980
2 June 2004
24 August 2008
30 June 2009
4 November 2010

First listed on the ASX.
Esperance along with Greenvale formed a JV with Southern Pacific Petroleum NL and
Central Pacific Minerals NL to explore the Nagoorin and Lowmead oil shale tenements.
Esperance acquired a 25% stake in Nagoorin tenement and 50% stake in Lowmead tenement
in a JV with Greenvale and QER following the appointment of a receiver to Southern Pacific
Petroleum NL and Central Pacific Minerals NL.
Queensland government announces a two-year moratorium on the issue of mining licenses
pending the development of an environmentally acceptable method of extracting oil shale.
Esperance acquired interests in Kununurra and Yampi Sound tenements.
Esperance ceased to be a substantial shareholder of ECM.

Source : ASX announcements, Esperance website

Corporate Structure

Given the close relationship between Esperance and Greenvale, refer to Section 3.3 for an overview of Esperance's corporate structure.

Greenvale Mining NL - Independent Expert’s Report

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4.3 Key Management

The key management personnel of Esperance are as follows:

Table 23: Key Management Personnel

Name Position Background	Name Position Background	Name Position Background
Kris Knauer Gabriel Lorentz Toufic Rahi	Executive Chairman Non-Executive Director Non-Executive Director	Mr Knauer has a B.SC (Hons) in Geology and spent 5 years working in the mining industry as a geologist. He has subsequently worked in the finance industry for the past 12 years, initially as a mining analyst and more recently in the corporate advisory area. Mr Knauer is currently Executive Director of Equities at Novus Capital Limited and his focus area is on smaller listed companies. Mr Knauer recently retired from the Board of Citadel Resource Group Limited, a company listed on the ASX and was instrumental in the acquisition and financing of Citadel's Saudi Arabian Mining Projects. Mr Knauer brings experience in project acquisition and evaluation, particularly in the resource sector to Esperance. Please refer to Section 3.4 for Mr Lorentz's profile. Mr Rahi is a lawyer specialising in commercial law and experienced in international law and negotiations. Mr Rahi is a consultant for several international companies working in and around the Middle East, Eastern Europe, Asia and Australian listed companies in the resources sector. Mr Rahi was a non-executive director of Range Resources Limited, a company listed on the ASX, and is currently a legal director for a company specialising in capital raising on the international equity markets.

Source : Esperance Annual Report 2010

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4.4 Income Statements

The income statements of Esperance for FY2008, FY2009, FY2010 and H1FY2011 are presented in the table below:

Table 24: Esperance Income Statements

	FY2008 FY2009 FY2010 H1FY2011
($'000s unless indicated otherwise)	Audited Audited Audited Reviewed
Other income Expenses Administration expenses Compliance and regulatory expenses Professional fees Depreciation expense Directors fees and benefits Employee benefit expense Reversal of accrual for research expenditure no longer required Research expenditure not capitalised Assets written off Restructure costs Impairment loss Allowance for impairment of loans Total Expenses Results from operating activities Net financial income / (expense) Share of (loss) income from associate Loss before income tax Income tax benefit Loss after income tax Total income growth (%) Total expense growth (%)	20 - - 10 (179) (211) (101) (20) (122) (178) (125) (76) (30) (134) (185) (30) (0) (3) - - (177) (345) (181) (82) (4) (15) (4) - - 536 - - (351) (3) - - - - (13) - - (216) (227) - (42) (978) (403) - (1) (740) (26) -
	(906) (2,288) (1,266) (208)
	(886) (2,288) (1,266) (198) 139 120 (33) (62) 31 (146) - -
	(716) (2,314) (1,299) (260) 527 - - -
	(189) (2,314) (1,299) (260)
	(31)% (100)% n/a n/a 57% 153% (45)% n/a

Source : Esperance Annual Reports / Half-year Financial Report Note : 1. n/a – not applicable

We note the following in relation to the historical income statements:

professional fees - professional fees incurred in FY2009 and FY2010 of $0.134 million and $0.185 million, respectively were mainly due to legal fees incurred in relation to corporate restructuring initiatives undertaken by Esperance to change its company status from NL (with contributing shares and fully paid shares) to Limited (fully paid shares only);
reversal of accruals for research expenditure no longer required - this relates to research and development activities that were undertaken by a specific oil shale technology researcher engaged by Esperance.
In 2008, the agreement with the oil shale technology researcher was cancelled. Based on independent legal advice, the directors considered that further payments to the oil shale technology researcher were unlikely. Accordingly, the provision for the amount payable to the oil shale technology researcher was reversed and a credit of $0.536 million was included in the income statement in FY2009;

Greenvale Mining NL - Independent Expert’s Report

4.5

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restructure costs - as noted above under professional fees, restructure costs were incurred by Esperance in relation to changing the company status from NL to Limited;
impairment loss - an impairment loss of $0.978 million and $0.403 million was made in FY2009 and FY2010, respectively in order to write down the investment in listed entities to its fair market values; and
allowance for impairment of loans - this relates to impairment of loans made to unlisted associated companies. A significant allowance amounting to $0.74 million was made in FY2009 in relation to a loan previously provided to Minga.

Balance Sheet

The balance sheets of Esperance as at 30 June 2008, 30 June 2009, 30 June 2010 and 31 December 2010 are presented in the table below.

Table 25: Esperance Balance Sheets

	30 June 2008	30 June 2009	30 June 2010	31 December 2010
($'000s unless indicated otherwise)	Audited	Audited	Audited	Reviewed
Current assets Cash and cash equivalents Receivables Non-current assets Receivables from related companies Investments Plant and equipment Intangible assets - exploration and evaluation expenditure Total assets Current liabilities Payables Borrowings (Non-interest bearing) Non-current liabilities Deferred tax liabilities Total liabilities Net assets Net tangible assets Total interest bearing liabilities Debt ratio (%)1	787 286	169 52	92 9	479 26
	1,074 1,240 2,437 1 1,631	221 548 370 13 1,576	101 - 510 - 1,893	505 - 377 - 2,031
	5,308	2,508	2,403	2,408
	6,382	2,729	2,504	2,912
	622 -	482 -	240 375	146 -
	622 -	482 -	615 -	146 -
	-	-	-	-
	622	482	615	146
	5,760	2,247	1,889	2,766
	4,129 n/a n/a	671 n/a n/a	(4) n/a n/a	735 n/a n/a

Source : Esperance Annual Reports / Half-year Financial Report Note 1 : Debt ratio = Total interest bearing liabilities / Total assets

We note the following in relation to the above balance sheets:

cash and cash equivalents - the increase in cash and cash equivalents as at 31 December 2010 by $0.387 million was mainly due to proceeds from sale of an investment in a listed related entity of $280,076 and capital raising activities undertaken during the period, including a share placement of 8.6 million fully paid shares at $0.05 per share in November 2010;

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receivables from related companies - The carrying value of the loan from Minga of $548,212 in FY2009 was settled by way of transfer to Esperance from Minga of its 9.1 million shares in East Coast Minerals N.L (" ECM ").;
investments - this mainly relates to investments in:
available-for-sale related party listed securities. As at 31 December 2010, Esperance has the following equity interest:

Table 26: Listed related party securities

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

Listed Companies Principal Activity Ownership interest Carrying value
31 Dec 30 June 31 Dec 30 June
2010 2010 2010 2010
ECM - ordinary shares Mining exploration 7.51% 269,704
Greenvale - ordinary shares Mining exploration 14.97% 240,483
Greenvale - options Mining exploration 1.14 1.14% - -
376,877 510,187
----- End of picture text -----

Source: Esperance Annual Report 2010, Half Year Report Ended 31 December 2010 Note : Breakdown unavailable for areas highlighted in grey above.

The Directors of Esperance have concluded that Esperance does not have significant influence over the above related companies. The companies are considered to be related parties due to having a common director or directors as at 31 December 2010; and

shares in unlisted related party securities. The ownership interest and carrying value in Minga was nil as the Minga holding was sold in FY2010. The carrying value of Alpha Resources Pty Ltd has been written down to nil.
research, development and exploration expenditure - this relates to Esperance's exploration expenditure carried forward in Lowmead and Nagoorin mining leases; and
borrowings (non-interest bearing) - this borrowing amounting to $0.375 million as at 30 June 2010 was obtained from two shareholders, namely Sabre Limited and Novus Capital Nominees Pty Ltd. The loan provided to Esperance was unsecured, at-call and non-interest bearing. On 6 August 2010, Esperance settled its borrowings of $0.375 million by way of issue of 7,500,000 shares each with free attaching options (expiring 31 December 2014, exercisable at 5 cents).

4.6 Tax Losses

As set out in the audited accounts for FY2010, Esperance estimates that the potential deferred tax asset as at 30 June 2010 in respect of tax losses and capital losses for which no deferred tax asset is recognised on the balance sheet is $1,893,659. Set out below is a breakdown:

Table 27: Deferred tax asset - not recognised

($'000s unless indicated otherwise)	30 June 2010
Tax losses Capital losses	1,331 562 1,894

Source:Esperance Annual Report 2010

We note there may be an immaterial increase to the amount of losses for the year ended 30 June 2011.

4.7 Capital Structure

The issued capital of Esperance consists of 84,039,679 fully paid ordinary shares.

Greenvale Mining NL - Independent Expert’s Report

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In addition, Esperance has 16,100,000 unlisted options (exercisable at $0.05 each and expiring on 31 December 2014).

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With the exception of the above noted capital commitments, Esperance has no other significant capital expenditure commitments in existence as at the Assessment Date which has not been recognised as liabilities.

The top 20 shareholders are summarised below:

4.8 Table 28: Top 20 Shareholders

Shareholder Number of Shares held Percentage of total Shares held	Shareholder Number of Shares held Percentage of total Shares held	Shareholder Number of Shares held Percentage of total Shares held
HSBC Custody Nominees Saber Limited Novus Capital Nominees Pty Gun Capital Management Pty Ltd Mining Investments Limited Trayburn Pty Ltd Sunshore Holdings Pty Ltd Mr Louise Quinn JP Morgan Nominees Australia Bell Potter Nominees Ltd Mr Steven Dellidis Sanperez Pty Ltd JP Morgan Nominees Australia Penson Australia Nominees Pty Pancontinental Mining Jaguar Resources Pte Limited Exchange Minerals Limited Moneybung Pty Ltd Pitt Street Absolute Return Q Supa Pty Limited	15,911,300 7,250,000 5,000,000 4,502,486 4,325,000 3,851,021 3,112,298 2,857,985 2,466,633 2,311,100 2,121,504 1,875,000 1,774,275 1,559,885 1,315,790 1,315,790 1,250,000 1,220,000 1,200,000 1,062,500	18.9% 8.6% 6.0% 5.4% 5.2% 4.6% 3.7% 3.4% 2.9% 2.8% 2.5% 2.2% 2.1% 1.9% 1.6% 1.6% 1.5% 1.5% 1.4% 1.3%
Top 20 shareholders	66,282,567	78.9%
Other shareholders Total shareholders	17,757,112	21.1%
	84,039,679	100.0%

Source : Esperance Shareholder Register as at 18 July 2011

The top 20 shareholders hold approximately 78.9% of the total Esperance shares on issue, whilst the remaining shareholders hold parcels which are individually less than 1.3% of the total shares on issue.

Capital Expenditure Commitments

Esperance has advised that its capital expenditure commitments are as follows:

Kununurra Tenements - In order to retain its interest in this tenement, Esperance is required to solely fund up to a maximum of $2.0 million to the conclusion of the exploration phase of the project. In addition, Esperance is required to solely fund an additional $0.2 million in exploration costs and, subject to approval from the JV partner, an additional $0.1 million, to increase Esperance's effective interest in the tenement from 42% to 56%; and
Yampi Sound Tenements - In order to retain its interest in this tenement, Esperance must solely fund up to a maximum of $2.0 million to the conclusion of exploration phase of the project.

4.9 Contingent Liabilities

Esperance has advised that it does not have any contingent liabilities.

4.10 SWOT analysis

Set out below is a SWOT analysis of Esperance:

Table 29: SWOT Analysis

	Strengths		Weaknesses
•	Experienced management team.	•	Reliance on key personnel.
•	Small dynamic team.	•	The future activities of the company are largely
			dependent on further research and development of
			oil shale recovery techniques.
	Opportunities		Threats
•	Potential to service growing energy demands through	•	Volatility in commodity prices.
	oil shale.	•	Volatility in foreign exchange rates.
		•	Permanent ban on oil shale mining by the
			Queensland Government.

Sources : Esperance management / PKFCA analysis

4.11 Share Price Analysis

The graph below illustrates the movement in the Esperance daily share price and volumes traded from 23 June 2010 to 22 June 2011.

Figure 7

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

Esperance Shares vs. S&P/ASX 300 Materials Index
Share price $ Volume
0.120 900,000
G 800,000
0.100
E F 700,000
0.080 600,000
C H
A
500,000
0.060 B D
400,000
0.040 300,000
200,000
0.020
100,000
- -
Volume Esperence Minerals Limited AS52MATL INDEX
----- End of picture text -----

Source : Bloomberg / PKFCA analysis

Factors which may have had an impact on trading in Esperance shares are detailed below:

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Table 30: Esperance announcements

Notation Date Details of announcement	Notation Date Details of announcement	Notation Date Details of announcement
A B C D E F G H	12/10/2010 29/10/2010 4/11/2010 17/12/2010 20/12/2010 31/01/2011 11/04/2011 22/6/2011	Allotment of 8.6 million shares. September quarterly activities and cashflow reports released. Esperance ceased to be a substantial shareholder of ECM. Allotment of 4.5 million shares and 8.6 million options. High-grades of gold and copper in rock chip sampling report released. December quarterly activities and cashflow reports released. Esperance entered into agreements to raise $0.875 million via a share placement of 10.7 million new shares to sophisticated investors. Esperance announced the Proposed Transaction.

Source : ASX announcements

In assessing Esperance’s share price performance we have had particular regard to the following:

the diversity (‘spread’) of the shareholdings and the total number of shares that shareholders hold in Esperance;
the level of trading activity of the shares in Esperance (i.e. the volume of trades of the shares in the market as a percentage of the total shares, and the frequency of the trades);
the number and frequency of ‘unusual’ and/or ‘abnormal’ trading that has taken place in the Esperance’s shares; and
the level of knowledge that the ‘willing’ buyers and sellers could be expected to have in respect of Esperance and the market in which it operates.

We have reviewed the following factors relating to the trading activity of Esperance’s shares on the ASX:

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the Esperance shares traded between $0.04 and $0.13 during the period analysed;
on seven separate days over the period analysed, the daily volume rose to or above 200,000 shares. These spikes in volume are noted in the chart in Figure 7 above. Whilst the high volume on certain days could be explained by some announcements, some higher than normal trades are not easily traceable to any particular event;
VWAP prices are, in general, observed to be on an upward trend. However, the lower prices reflected over the last month of trading before 22 June 2011 show a VWAP of $0.06, indicating a decline from the longer term VWAP shown over three, six and twelve months to 22 June 2011;
as noted in Figure 7 above, over the period analysed Esperance outperformed the S&P/ASX 300 Materials Index (a capitalisation weighted index that represents all Materials companies in the S&P/ASX 300 Index);
there is relatively low volume in the trading activity of the Esperance shares. The total traded volume of Esperance shares over the whole year analysed was 12.32% of the total weighted average of shares on issue over the period;
over the year analysed, there were 88 days of trading activity out of a total of a 253 trading days, representing 34.78% trading days;
the bid-ask spread of the share prices appears to be relatively large, ranging from 14.23% to 22.43%; and
Esperance was not followed by analysts.

Conclusion

Our analysis as described above indicates that the liquidity of Esperance shares is low and therefore the trading activity up until 22 June 2011 may not provide a robust or reliable measure of the fair market value of Esperance.

the daily high, low and closing price of trades;
the daily volume of the trades; and
the VWAP of the shares; and
the average bid/ask spread.

The table below summarises trades over the last 12 months up to 22 June 2011.

Table 31: VWAP of daily trades

Esperance	High Low VWAP Total volume Turnover (annualised) Average bid/Ask spread traded	High Low VWAP Total volume Turnover (annualised) Average bid/Ask spread traded	High Low VWAP Total volume Turnover (annualised) Average bid/Ask spread traded	High Low VWAP Total volume Turnover (annualised) Average bid/Ask spread traded	High Low VWAP Total volume Turnover (annualised) Average bid/Ask spread traded	High Low VWAP Total volume Turnover (annualised) Average bid/Ask spread traded
	($) ($) ($) (000's) (%) (%)

As at 22 June 2011	Note 1	Note 1	Note 1	Note 1	Note 1	Note 1
1 month to 22 June 2011	0.07	0.06	0.06	148	2.11 8.52 16.37 12.32	15.95
3 months to 22 June 2011	0.13	0.06	0.10	1,703		14.73
6 months to 22 June 2011	0.13	0.06	0.08	6,292		14.23
12 months to 22 June 2011	0.13	0.04	0.07	8,482		22.43

Source: Bloomberg / PKFCA analysis Note 1: No shares in Esperance were traded on 22 June 2011

We note the following with respect to the trading price of Esperance shares during the 12 months up to 22 June 2011:

there was no trade of Esperance shares on 22 June 2011;
the last trade of Esperance shares prior to 22 June 2011 was on 20 June 2011 at $0.07;

Greenvale Mining NL - Independent Expert’s Report

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5 ECONOMIC OVERVIEW

The following observations regarding the economic conditions prevailing in various relevant economies is based on PKFCA’s review of generally available economic analysis reports published by major trading banks and economic forecasting bodies as at or about the date of this Report. The review is not intended to comprise a comprehensive analysis of the then prevailing economic conditions, but rather seeks to provide an overview of general conditions to which Greenvale or Esperance may have been exposed over the foreseeable future from the date of this Report.

5.1 Global Economy

The global economy showed signs of positive recovery in the early part of 2011 up until the second quarter of 2011 when advanced economies reported weak growth in recent economic data, whilst growth in most emerging and developing countries remained strong. Despite the recent data, the International Monetary Fund reports a 4.3% p.a. growth in global gross domestic product (" GDP ") for first quarter of 2011, with some differences between the rates of growth expected for the advanced and emerging economies.

In the United States of America (" US "), GDP growth was weaker than expected due to higher commodity prices, bad weather and supply chain disruptions in US manufacturing as a result of the earthquake and tsunami in Japan. The housing market continued to be subdued and conditions in the labour market were mixed, with a drop in jobless claims indicating improvement in employment report.

In the Euro area, a moderate recovery appeared under way, but large divergences across countries continued, with strong growth observed in Germany, France and Netherlands whilst economic conditions in Greece, Italy and Spain remained uncertain as sovereign debt concerns were elevated. Higher commodity prices had led to a noticeable increase in headline inflation rates in the Euro area. Recent data on economic activity in the United Kingdom remained relatively soft.

The effect of the natural disasters in Japan caused a sharp decline of 0.7% p.a. in growth for first quarter of 2011. This in turn caused a short to medium term ripple effect on regional production networks in some sectors, such automobiles and electronics. The fiscal response to the earthquake has also raised challenges to attain medium-term fiscal sustainability. On a positive note, Japanese automobile producers indicate that production is likely to return to normal levels earlier than expected and business surveys show that recovery is under way.

Recent economic data from China had been mixed, suggesting a slowdown in industrial production and growth in investments and exports. A range of indicators suggest that the pace of activity continued to grow strongly over recent months. The main focus of policy in China was the increase in inflation, which remained elevated due to signs that higher raw material prices were feeding through into higher prices for a range of consumer goods. Authorities in China continued a range of measures to address inflationary pressures, including the announcement by the People's Bank of China to further increases in interest rates and reserve requirement. Monetary conditions appeared to remain accommodative for such a rapidly growing economy. Food prices recorded large increases, and this was also the case in a range of other economies in Asia.

In East Asia, the recent activity data had generally been positive, with demand growing strongly over the March 2011 quarter, particularly in Korea, Singapore and Taiwan. Inflation had also increased in a number of economies, although in most cases by less than in China.

Australian Economy

5.2

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Current global economy - The global economy is continuing its expansion, but the pace of growth slowed in the June quarter. The supply-chain disruptions pursuant to the Japanese earthquake and the dampening effects of high commodity prices on income and spending in major countries both contributed to the slow down. The supply-chain disruptions are now gradually abating and commodity prices have softened of late, though they generally remain high. In China most indicators suggest only a mild slowdown of late;
Forecast global economy - The global economy over the next couple of years is forecast to be one of growth but below the pace of 2010 and at or above long-term averages. Downside risks have increased as concerns have grown over the outlook for the public finances of both Europe and the United States;
Terms of trade - Australia's terms of trade are currently at very high levels and national income has been growing. Investment in the resources sector is picking up and some related service sectors are enjoying better than average conditions. But in other sectors, cautious behaviour by households and the high level of the exchange rate are having a noticeable dampening effect. The impetus from earlier Australian Government spending programs is now also abating;
Coal production - The resumption of coal production continues, but a full recovery of flood-affected production now looks unlikely before early next year. Precautionary behaviour by households also looks likely to keep some areas of demand weaker in the near term than earlier expected. Overall, growth in real GDP through 2011 is now likely to be at about trend. Over the medium term, overall growth is still likely to be at trend or higher, unless the world economy deteriorates noticeably;
Employment - Employment has moderated and the unemployment rate has been little changed, near 5%. Reports of skills shortages remain confined, at this point, to the resources and related sectors. After the significant decline in 2009, growth in wages has returned to rates seen prior to the downturn; and
Inflation - Year ended inflation has been high, affected by the extreme weather events earlier in the year. As these effects reverse over the next couple of quarters, inflation should decline. While inflation has to date remain consistent within the 2%-3% target, RBA remains concerned about the medium-term outlook for inflation.

We also note the large declines in various world stock markets, including Australia in the weeks immediately prior to the issue of this Report and that various commentators suggest that these declines have occurred as a result of concerns about the strength of the economic recover since the onset of the global financial crisis and the fears that some developed country economies may fall back into recession.

5.3 Conclusion on Economic Prospects

A general consensus among economists appears to have emerged that ongoing improvements to global economic conditions will be slow and protracted, but not adverse. Economic conditions in Australia are expected to continue to improve in 2011, continuing the steady improvements seen in 2010. Growth prospects for the US are more uncertain, and increasingly rely on the global markets as indicators. However, in more recent times market participants appear to have increasing concerns about the growth rates of some developed country economies and large government debts.

At its meeting on 2 August 2011, the Reserve Bank of Australia (" RBA ") decided to leave the cash rate unchanged at 4.75% p.a. In the statement made by the RBA Governor, reasons for leaving the cash rate unchanged were as follows:

Greenvale Mining NL - Independent Expert’s Report

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6 INDUSTRY OVERVIEW

In order to assess the Proposed Transaction, PKFCA has reviewed the industry within which Greenvale operates, being mineral exploration activities associated with oil shale primarily in Queensland (the " Industry "). The section below has been compiled based on PKFCA's review of generally available industry reports, together with discussion and the information provided by Greenvale management, at or about the Assessment Date.

6.1 Overview of the Oil Industry

Australia is a net importer of oil. Approximately 56.0% of total domestic oil consumption was imported in the 2010-11 period. This is due to the lack of local oil output relative to demand as well as quality and geographical mismatches between local oil production and the requirements of local refineries. Further, total Australian oil production is falling. However gas output (which is inclusive of coal seam methane) is experiencing strong growth.

The following provides a brief overview of the global oil market as at the Assessment Date:

Organisation of Petroleum Exporting Countries ("OPEC") Reference Basket - The OPEC Reference Basket (ORB), (also referred to as the OPEC Basket) is a weighted average of prices for petroleum blends produced by OPEC countries. It is used as an important benchmark for crude oil prices.
During the month of April 2011, the OPEC Reference basket averaged USD118.09, this being the highest price level since the onset of the global financial crisis. However, during the first week of May 2011, volatility intensified and a correction occurred as profit taking triggered a technical sell-off. Since then, prices have traded in a band of between approximately USD105 and USD114;
World Economic Growth - Developing Asia and European nations are expected to contribute the most to global growth and thus oil demand, as the US shows signs of decline;
World Oil Demand - Despite the ongoing growth of China's economy, US economic uncertainty as well as the Japanese earthquake have positioned 2011 growth estimates to 1.4 MMbbl a day (" MMbbl/d ") when compared to the previous year growth level of 2.1 MMbbl/d;
US Commercial Oil Inventories - During the month of April 2011, US oil inventories declined by 1.3 MMbbl. This decline was primarily brought on by the draw down in products of 10.1 MMbbl, while US crude oil stocks partially offset this decline with an increase of 8.9 MMbbl. Despite this recent trend of decline, inventory levels remain at 10 MMbbl above the five year average; and
Demand for OPEC Crude - 2011 total OPEC crude demand is expected to average 29.9 MMbbl/d, which is approximately 0.4 MMbbl/d higher than 2010 demand levels.

ABARE oil forecasts

6.2

According to Australian Bureau of Agricultural and Resource Economics (" ABARE ")[3] , the WTI price forecast for 2011 is expected to average around USD91 a barrel, an increase of 15% from the 2010 average of USD79 a barrel. In 2012, oil prices are forecast to average around USD96 a barrel, 5% higher than in 2011.

While oil exploration and project development activity is expected to continue, development and production from new oil fields are likely to be at a higher cost relative to fields currently in operation. This is due to new oil field developments being further below the seabed and a greater distance from shore than existing fields.

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A summary of ABARE Economics 2010 - 2012 Oil forecasts is provided below:

Table 32: ABARE Economics Oil Forecasts

2010 2011 (f) 2012 (f)	2010 2011 (f) 2012 (f)	2010 2011 (f) 2012 (f)	2010 2011 (f) 2012 (f)
World -Production (MMbbl/d) -Consumption (MMbbl/d) -Trade weighted Crude Oil Price (USD/MMbbl) WTI Crude oil price (USD/MMbbl)	87.3 87.8 78 79	89.2 89.2 89 91	90.6 90.6 95 98

Source : ABARE Australian Commodities March 2011 Quarter Volume 18, number one Note: (f) - forecast

6.2.1 Long term forecasts for oil

Set out below are the long term forecasts for oil based on publicly available sources:

futures trading prices for oil extracted from Bloomberg as at or around 22 June 2011 is projected to be stable in the near term, settling around USD99.53 in the year 2014:

Table 33: Bloomberg Oil Futures

2011 2012 2013	2011 2012 2013	2011 2012 2013	2011 2012 2013	2014
Nymex WTI - USD/bbl	97.64	99.02	99.67	99.53

Source : Bloomberg as at 22 June 2011

in addition, the U.S. Energy Information Administration’s (“ EIA ”) “Annual Energy Outlook 2011” forecast for crude oil imported into the US is USD94.58 per barrel in 2015 and USD124.94 in 2035:

Table 34: U.S. Energy Information Administration International Energy Outlook 2011

2015 2020 2025	2015 2020 2025	2015 2020 2025	2015 2020 2025	2030	2035
Imported Crude Oil - USD/bbl	94.58	108.10	117.54	123.09	124.94

Source : U.S. Energy Information Administration’s “Annual Energy Outlook 2011”

The Energy Information Administration Annual Energy Outlook 2011 forecasts are based on the following assumptions:

the world oil price quoted is for light sweet crude oil delivered to Cushing, Oklahoma. All oil prices are in real 2009 dollars per barrel;
prices begin to rise from 2009 as the US economy rebounds and global demand is expected to once again grow more rapidly than liquids supplies from producers outside OPEC;
the long term forecasts are based on the assumption that access limitations restrict growth in production for non-OPEC countries and countries outside OECD restrict access to potentially productive resources;
other uncertain factors, such as OPEC investment decisions, will affect the world oil price; and
as the global economy begins to rebound, demand will return for oil and the excess supply will be consumed: the market will return to a tight supply-demand balance for crude oil.

As such, companies are likely to require greater confidence that oil prices will remain above production costs on a long-term basis before committing to development.

3 ABARE Economics Australian Commodities – March 2011 Quarter Volume 18 number 1

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The annual forecasts, together with low and high price projections from EIA are as follows[4] :

Table 35: Long Term Price Projections - Annual Energy Outlook 2011

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Source : EIA - Annual Energy Outlook 2011

The price projections reflect a price range of USD50.07 to USD199.90 in 2035, with a USD124.90 mid point or reference price. We note that the key factors considered in developing the forecast price projections includes:

current and expected OPEC investment and production decisions;
the economics of non-OPEC conventional liquids supply;
the supply of unconventional liquids, which include bio-fuels, bitumen, coal-to-liquids, biomass-to-liquids, gas-to-liquids, extra-heavy oils, and oil shale; and
total world demand for energy.

6.3 Overview of the Oil Shale Industry

Oil Shale

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Global

Worldwide, shale oil production reached a peak during World War II but as access and projections costs for conventional oil improved, the shale oil industry went into decline. However, over the past 10 years or so, shale oil has had a comeback due to the challenges faced by limited oil production across the world as well as high petroleum prices of recent times. Countries are once again looking to develop their oil shale deposits. It is estimated that oil shale deposits could produce more oil over the next 100 years as compared to that the world has consumed over the past 150 years.

In Brazil, energy company Petrobras has operated a large scale shale oil production plant since 1992 which produces about 1.7 million barrels of oil a year.

Globally, there are significant shale oil production facilities in Brazil, China, Russia and Estonia, with plans for operations in the US, Jordan, Morocco and Australia.

As the world’s demand for energy increases, particularly for heavy transport fuels, the environmentally responsible production of shale oil will become increasingly important.

Total world resources of shale oil are conservatively estimated at 4.8 trillion barrels. This figure is considered to be conservative in view of the fact that oil shale resources of some countries are not reported and other deposits have not been fully investigated. Set out below are the estimated shale oil resources and production at end-2008 as published by the World Energy Council, 2010 Survey of Energy Resources.

Table 36: Estimated shale oil resources and production at end-2008

In-place resources Production in 2008	In-place resources Production in 2008	In-place resources Production in 2008	In-place resources Production in 2008	In-place resources Production in 2008
(million barrels) (million tonnes) (thousand barrel per day)				(thousand tonnes)
Africa North America South America Asia Europe Middle East Oceania - Australia Oceania - New Zealand Total	159,243 3,722,066 82,421 384,325 368,156 38,172 31,729 19	22,317 539,123 11,794 51,872 52,845 5,792 4,531 3	- - 3.8 7.6 6.3 - - -	- - 200 375 355 - - -
	4,786,131	689,277	17.7	930

Source : World Energy Council, 2010 Survey of Energy Resources

Oil shale is organic rich shale or sedimentary rock that contains solid bituminous materials called kerogan, from which liquid hydrocarbons called shale oil can be produced. Shale oil is a substitute for conventional crude oil.

Heating oil shale to a sufficiently high temperature causes the chemical process of pyrolysis to yield a vapor. When the vapor is cooled, the liquid shale oil is then separated from combustible oil-shale gas. However, extracting shale oil from oil shale is more costly than the production of conventional crude oil both financially and in terms of its environmental impact.

It is estimated that one ton of commercial grade oil shale may yield from about 100 to 200 litres of oil.

Australia

Oil shales of commercial interest are predominantly in a series of narrow and deep extensionalbasins near Gladstone and Mackay in central Queensland. These are thick tertiary lacustrine (lake-formed) deposits, which are relatively easy to mine and process compared to carbonate-rich oil shales (marls) elsewhere in the world. The Permian Galilee and Bowen Basins in Queensland contain oil shale associated with coal measures. Oil shales occur in the Cretaceous Toolebuc Formation of the Eromanga Basin in north west Queensland. Minor deposits are located in northern Tasmania (Latrobe tasmanite deposit) and an oil shale - heavy mineral sand deposit in southern Western Australia.

Production from oil shale deposits in south eastern Australia began in 1860s, coming to an end in 1952 when government funding ceased. Between 1865 and 1952, approximately 4 million tonnes of oil shale were processed.

4 Source: http://www.eia.gov/todayinenergy/detail.cfm?id=1570

The U.S. Energy Information Administration (EIA) is an independent organisation that collects, analyses, and disseminates independent and impartial energy information to promote sound policymaking, efficient markets, and public understanding of energy and its interaction with the economy and the environment.

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During the 1970s and early 1980s a modern exploration programme was undertaken by two Australian companies, Southern Pacific Petroleum N.L. and Central Pacific Minerals N.L. The aim was to find high-quality oil shale deposits amenable to open-pit mining operations in areas near infrastructure and deepwater ports. The programme was successful in finding a number of silica-based oil shale deposits of commercial significance along the coast of Queensland. Ten deposits clustered in an area north of Brisbane were investigated and found to have an oil shale resource in excess of 20 billion barrels (based on a cut-off grade of 50 l/t at 0% moisture), which could support production of more than 1 million barrels a day.

From year 2000 to 2004, a Stage 1 demonstration-scale processing plant at the Stuart deposit near Gladstone in central Queensland produced more than 1.5 million barrels of oil using a horizontal rotating kiln process. This facility is currently being dismantled. No oil has been produced since 2004.

As noted in Table 36 above, it is estimated that Australia has approximately 31.7 billion barrels or 4.5 billion tonnes of in-place resources.

6.3.1 Mineral Resources Act 1989 (Queensland)

On 24 August 2008, the Queensland Premier, Anna Bligh announced amendments to the Mineral Resources Act 1989 (Queensland). Specifically, the amendments placed a twenty year moratorium on oil shale projects in that State. The Minister stated:

"We are putting a 20-year moratorium on all mining activities, bulk sampling and exploration over the McFarlane deposit in the Whitsunday region."
"No new shale oil mines will be permitted anywhere in the State."
“Government will devote the next two years to researching whether shale oil deposits can be used in an environmentally acceptable way.”

In addition to that, Minister for Mines and Energy, Mr Geoff Wilson stated that:

"Small-scale demonstration plants using shale oil from the Stuart resource at Gladstone would still be allowed but only if companies can gain licences and prove their technology passes the strictest environmental standards."

"There are existing mining tenures over the Gladstone shale deposit already and those rights will remain in effect."

“Over the next two years, the government will review the technology and if it stacks up economically, technologically and environmentally we will work with industry to see if it could have a broader application further down the track.”

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Within two (2) years of commencement of the plant's operation, the proponent will provide an assessment of the impacts of the technology, which the Queensland Government will then independently verify. This report and the Government's verification will contribute to the final recommendation from the oil shale review.

Until the review is finalised, the grant of new tenures and variation of existing shale oil entitlements are suspended (except for exploration tenures) pending the outcome of the Queensland Government review."

Greenvale management has indicated that Greenvale's tenements namely Nagoorin and Lowmead are 60 kilometres inland from the coast while the Alpha deposit is in the middle of Queensland, several hundred kilometres away from the coast. All three tenements are far away from the Whitsunday as well as located nearer to Gladstone.

We note that pending the outcome of the Queensland Government's final recommendation from the oil shale review, the grant of new tenures and variation of existing shale oil entitlements are suspended, except for exploration tenures.

6.4 Conclusion in regards to the Industry

Based on the above, we note that:

oil prices are forecasted as follows:
futures trading prices for oil extracted from Bloomberg as at or around 22 June 2011 is projected to be stable in the near term, settling around USD99.53 in the year 2014; and
EIA's “Annual Energy Outlook 2011” forecast for crude oil imported into the US is USD94.58 per barrel in 2015 and USD124.94 in 2035;
the Industry, is to a certain extent affected by the general movements in the price of oil. High oil prices would generally result in demand for cheaper substitutes for oil, which in turn may drive further development/growth of the Industry; and
the Queensland Government has placed a 20 year moratorium on oil shale and is currently undertaking a review of the desirability of exploiting the State's remaining shale oil deposits. Until the review is finalised, the grant of new tenures and variation of existing shale oil entitlements are suspended (except for exploration tenures). As at the date of this Report, it is uncertain as to whether or not the moratorium will be removed;
development of accessible suitable oil extraction technology remains a key pre-requisite to commercial exploitation of the Tenements.

"If the objectives of commercial feasibility and environmental acceptance can be met, Queensland could eventually become a major producer of non-conventional oil to help meet national and international demand."

Further to this, PKFCA has written and received a letter from the Queensland Government dated 30 June 2011 outlining the progress of the Shale Oil review in Queensland. Set out below is an extract of the said letter:

"In August 2008, the Queensland Government announced its policy on shale oil, and the process for the shale oil review. In line with this policy, exploration, mining, processing and preparatory activities for mining of oil shale from the McFarlane deposit will not be permitted for at least 20 years.

The Queensland Government is undertaking a review of the desirability of exploiting the State's remaining shale oil deposits. The review will utilise evidence-based research on the impacts of shale oil production derived from a technology demonstration plant that is currently being constructed near Gladstone.

Greenvale Mining NL - Independent Expert’s Report

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7 VALUATION METHODOLOGY

7.1 Generally accepted valuation methodologies

In undertaking our evaluation of the Proposed Transaction, we considered the following valuation methodologies:

capitalisation of future maintainable earnings;
discounted cash flow (" DCF ");
net realisable value of assets-based valuations; and
the most recent quoted market price of the shares.

Set out in Appendix 3 are further descriptions of valuation methodologies considered.

Set out below is a discussion of the valuation methodologies and approach we consider appropriate for present purposes.

7.2 Valuation methodology selected for the valuation of the Tenements

Ideally the Tenements should be valued using the DCF methodology because of the likely material delays in commercially exploiting the assets, the likely significant amounts of capital expenditure required to do so and the limited life of each asset. However, we have considered RG 111.99 which allows an expert to use the DCF "…as long as, at the date of reporting, the expert has reasonable grounds for forward-looking information." In our view, given the moratorium on the development of oil shale assets, the lack of technology which allows the economic extraction of the oil shale in an environmental friendly manner and non-existent longterm trading history, we do not believe that at this stage there is a reasonable basis for adopting the DCF methodology to value the Tenements.

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Greenvale's assets such as cash at bank, value of investments; less any liabilities.

We note that our valuation of the Greenvale and Esperance Tenements is based on the price to be paid by the third party joint venture partner QER upon exercising its Pre-emptive Rights. We note that QER is a minority joint venture partner in the Lowmead and Nagoorin Tenements, that is increasing its stake in the Lowmead and Nagoorin Tenements to a higher level, but not a majority interest. In the case of the Lowmead JV, QER will acquire 50% ownership and in the case of the Nagoorin JV, QER will acquire 33% ownership. In both cases, QER is the manager of the JV.

In determining the fair market value of the Esperance Assets to be acquired by Greenvale from Esperance, we will not adjust the value of the Tenements to be acquired by QER that results from the exercise of the Pre-emptive Rights by QER, given that QER is the manager of the Lowmead JV and Nagoorin JV (but has no interest in the Alpha Tenement) and has various rights and protections under the relevant joint venture agreements. We also note that QER owns in its own right other oil shale interest in Queensland and accordingly, could be seen to be a knowledgeable market participant.

7.3 Valuation cross-check

In assessing the reasonableness of the valuation of the Tenements, we will make reference to the following:

a comparison of the relative proportions of estimated recoverable oil in the Tenements held by Greenvale and Esperance; and
comparison between the fair market value of the Esperance Remaining Tenements with reference to the QER Value against the fair market value of the Esperance Remaining Tenements with reference to market capitalisation of Esperance.

In our view, the net realisable value of assets method of valuation is considered to be the most appropriate methodology. This methodology is appropriate because there are no earnings generated by the Tenements which are the main asset of Greenvale. The underlying value of the Tenements is best referenced by the QER Value.

Our valuation approach has been as follows:

on the basis that QER has exercised its Pre-emptive Rights under the Lowmead JV and Nagoorin JV agreements to acquire a portion of the Esperance interest in the Lowmead JV and Nagoorin JV, this results in a comparable transaction which is an acceptable valuation methodology and as such, the percentage of the Tenement's value acquired by QER under the JV agreement would represent the fair market value transacted (i.e. the QER Value). It is noted that there will be no QER Value for the Alpha Project and as such, a common value for Esperance and Greenvale will need to be adopted. In order to assess the relativity of the Esperance Assets (i.e. those remaining after the sale under the Pre-emptive Rights provisions under the JV agreements) to Greenvale, the following calculation will be undertaken:
total fair value of the Esperance Assets on a control basis with reference to the QER Value; divided by
total fair value of Greenvale existing net assets on a control basis plus the value of Esperance Assets acquired on a control basis;

In arriving at the fair market value of Esperance Assets, we adopted the following method:

on the basis that QER has exercised its Pre-emptive Rights, the valuation methodology proposed to be adopted to value the Esperance Assets is to use the QER Value of Esperance's Tenements expressed as a percentage of the fair market value of Greenvale. The fair market value of Greenvale will be determined by:
the QER value of Greenvale's Tenements; plus

Greenvale Mining NL - Independent Expert’s Report

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8 EVALUATION OF THE PROPOSED TRANSACTION

Current Tenements

8.1

Set out below is a summary of the current ownership of the Tenements:

Table 37: Tenements ownership

($'000s unless indicated otherwise)	Nagoorin	Lowmead	Alpha
Greenvale Esperance QER Total	50% 25% 25%	25% 50% 25%	50% 50% 0%
	100%	100%	100%

Source : Greenvale management

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8.4 Fair market value of Esperance Assets to be Acquired by Greenvale

Based on the QER Value, we have calculated the implied fair market value for 100% of the Tenements and the fair market value of the Esperance Assets, as follows:

Table 40: Fair market value of Esperance Assets to be acquired by Greenvale

($'000s unless indicated otherwise) Ref Offer Price Interest to be Acquired by QER Implied 100% Value of the Tenement Interest to be Acquired by Greenvale Implied 100% Value of Esperance Assets to be Acquired by Greenvale	($'000s unless indicated otherwise) Ref Offer Price Interest to be Acquired by QER Implied 100% Value of the Tenement Interest to be Acquired by Greenvale Implied 100% Value of Esperance Assets to be Acquired by Greenvale	($'000s unless indicated otherwise) Ref Offer Price Interest to be Acquired by QER Implied 100% Value of the Tenement Interest to be Acquired by Greenvale Implied 100% Value of Esperance Assets to be Acquired by Greenvale
Nagoorin Lowmead Alpha	8.2 8.2 8.4.1	852 8.3% 10,224 16.7% 1,704 752 25.0% 3,008 25.0% 752 325 50% 163

Source : PKFCA analysis

8.2 Esperance remaining Tenements to be acquired by Greenvale

Assuming that the QER Pre-emptive Rights are exercised, set out below is a calculation of the Esperance Remaining Tenements which would be acquired by Greenvale:

Table 38: Esperance Remaining Tenements to be acquired by Greenvale

($'000s unless indicated otherwise)	Nagoorin	Lowmead	Alpha
Esperance's current Shale Interest To be sold to QER under Pre-emptive Rights Esperance Remaining Tenements to be acquired by Greenvale	25.0% (8.3)%	50.0% (25.0)%	50.0% 0.0%
	16.7%	25.0%	50.0%

Source : PKFCA analysis

8.3 Revised Tenements

Assuming the Proposed Transaction is approved and the sale by Esperance to QER is completed, set out below is a summary of the ownership structure of the Tenements after those transactions:

Table 39: Revised Tenements Interest

($'000s unless indicated otherwise)	Nagoorin	Lowmead	Alpha
Greenvale QER Total	66.7% 33.3%	50.0% 50.0%	100.0% 0.0%
	100.0%	100.0%	100.0%
Source: PKFCA analysis

We note that the implied value for 100% of the Tenements using the QER Value assumes a premium for control. We consider that despite QER not acquiring a controlling interest, the implied value does represent a control value for the following reasons:

QER is the manager of the Tenements (excluding Alpha);
QER has significant other oil shale interests in its own capacity and as such it would look to consolidating its position in North Queensland; and
the various provisions of the respective joint venture agreements provide various protections for parties to the joint venture (such as the Pre-emptive Rights).

One of the limitations associated with the QER Value is that Esperance has set the offer price and that a formal sale process seeking the best possible price has not been undertaken. This may result in QER not offering the highest value that it otherwise may have been willing to pay.

We note that our valuation of the Greenvale and Esperance Tenements is based on the price to be paid by the third party joint venture partner QER upon exercising its Pre-emptive Rights. We note that QER is a minority joint venture partner in the Alpha and Nagoorin Tenements, that is increasing its stake in the Tenements to a higher level, but not a controlling interest. In the case of the Lowmead JV QER will acquire 50% ownership.

In determining the fair market value of the Tenements to be acquired by Greenvale from Esperance, we have not made any adjustment to the value of the Tenements to be acquired by QER that results from the exercise of the Pre-emptive Rights by QER, given that QER is the manager of the Tenements (excluding Alpha) and has various rights and protections under the relevant joint venture agreements. We also note that QER owns in its own right other shale interest in North Queensland and accordingly, could be seen to be a knowledgeable market participant.

We note that if the Tenements to be acquired by Greenvale from Esperance were valued at more than the value implied by the value of the Tenements to be acquired by QER resulting from the exercise of the Pre-emptive Rights by QER, the Proposed Transaction would remain "fair" over a very wide range of values. For example, the Proposed Transaction would remain "fair" if the Tenements were between approximately double and 15% of the value implied by the value of the Tenements to be acquired by QER.

It is our view that the use of the QER Value is reasonable for the purposes of the analysis adopted in this Report.

Greenvale Mining NL - Independent Expert’s Report

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8.4.1 Fair market value of Alpha

We note that QER does not own any interest in Alpha JV. As such, there is no QER Value with which to assess a value for Alpha JV.

We have assessed the fair market value of the Alpha JV based on the implied value of 100% of the Alpha JV on a per recoverable barrel of oil, using the QER Value. Set out below is a calculation of the implied value of the per recoverable barrel for the Lowmead JV and Nagoorin JV:

Table 41: Fair value of Alpha

($'000s unless indicated otherwise) Ref Implied 100% Value of the Project or Tenement Estimated Recoverable Oil (MMbbl)	($'000s unless indicated otherwise) Ref Implied 100% Value of the Project or Tenement Estimated Recoverable Oil (MMbbl)	($'000s unless indicated otherwise) Ref Implied 100% Value of the Project or Tenement Estimated Recoverable Oil (MMbbl)	Implied Value per MMbbl
Nagoorin Lowmead	Table 40 Table 40	10,224 2,700 3,008 740	3.79 4.06
Estimated recoverable oil in Alpha (MMbbl)			80
Fair value per MMbbl selected Fair value of 100% interest in Alpha			4.06
			325

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8.5.1 Greenvale's Revised Tenements

Set out below is a calculation showing the fair market value of Greenvale's expanded Tenements interests, using the implied 100% value based on the QER Value:

Table 43: Greenvale's Revised Tenements

($'000s unless indicated otherwise) Ref Implied 100% Value of the Joint Venture Greenvale interest	($'000s unless indicated otherwise) Ref Implied 100% Value of the Joint Venture Greenvale interest	($'000s unless indicated otherwise) Ref Implied 100% Value of the Joint Venture Greenvale interest	Fair Value of Greenvale' s expanded Tenements Interest
Nagoorin JV Lowmead JV Alpha JV Greenvale's expanded Tenements interests Low value (-5%)(Note 1)	8.3 8.3 8.4.1	10,224 66.7% 3,008 50.0% 325 100.0%	6,816 1,504 325
			8,645
			8,213
High value (+5%)(Note 1)			9,077

Source : Greenvale management / PKFCA analysis

Note 1 : Based on discussions with Greenvale management, we note that in general, Alpha JV is deemed to be a higher yielding tenement than Nagoorin JV. Accordingly, we have adopted the higher rate applicable to Lowmead JV.

8.5 Fair market value of Greenvale

We have assessed the fair market value of the Expanded Greenvale as follows:

8.5.2 Sale of investments

We note that Greenvale owns 1.32% equity interest in Esperance with a carrying value of approximately $0.1 million as at 31 May 2011 (refer to Section 3.6). Greenvale management has indicated that post 31 May 2011, Greenvale disposed of the entire 1.32% equity interest in Esperance. This gave rise to sales proceeds of approximately $0.066 million which are deemed to be surplus cash.

Table 42: Fair value Greenvale

($'000s unless indicated otherwise) Ref	($'000s unless indicated otherwise) Ref	Low	High	Midpoint
Greenvale's Tenements Add: Cash and cash equivalents Add: Receivables Add: Sale of investments Add: Deferred tax assets Less: Payables Less: Interest bearing loans from associate Less: Capitalised corporate overheads Less: Exploration expenditure (ongoing) Fair value of Expanded Greenvale, including the fair market value of Esperance Assets, assuming no Partly Paid Shares are paid up Add: Surplus cash assuming full payment up of Partly Paid Shares Fair value of Expanded Greenvale, including the fair market value of Esperance Assets, assuming all Partly Paid Shares are fully paid up	8.5.1 3.6 3.6 8.5.2 8.5.3 3.6 3.6 8.5.4 8.5.5 8.5.6	8,213 490 20 66 - (1) - (1,833) -	9,077 490 20 66 - (1) - (1,467) -	8,645 490 20 66 - (1) - (1,650) -
		6,955 1,075	8,186 1,075	7,571 1,075
		8,030	9,261	8,646

8.5.3 Deferred tax asset

As noted in Section 3.7, Greenvale has deferred tax asset not recognised as an asset in relation to its tax losses of $2.033 million. The benefit of the tax losses and capital losses (" Losses ") will only be obtained if:

the consolidated entity derives future assessable income and capital gains of a nature and of an amount sufficient to enable the benefit from the deductions for the Losses to be realised; or
the Losses are available to be transferred to an eligible entity in the consolidated entity; and
the consolidated entity continues to comply with the conditions for deductibility imposed by tax legislation; and
no changes in tax legislation adversely affected the consolidated entity in realising the benefit from the deductions for the losses.

The nature of Losses is that they provide a saving in tax otherwise payable by Greenvale. The value attributable to Losses is the present value of these savings until such time that the Losses are utilised or lost. As it is difficult to project the timing, quantum and risks of utilising the Losses by Greenvale, (in particular, the generation of future assessable income or capital gains) we have not incorporated any allowance for the Losses in our valuation of Greenvale.

Source : PKFCA analysis

Greenvale Mining NL - Independent Expert’s Report

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8.5.4 Capitalised corporate overheads

Generally

In assessing the fair market value of Greenvale, an appropriate capitalised allowance for future corporate overheads is required in order to recognise the ongoing cost associated with maintaining the company. These costs include, but are not limited to:

compliance and reporting costs, such as audit and accounting fees;
professional fees such as legal fees; and
wages and salaries of staff.

Based on our review of the detailed income statement for the 11 months ended 31 May 2011, we have assessed the required ongoing corporate overheads to be approximately $0.367 million on an annualised basis (pre-tax).

Capitalisation Rate

The appropriate capitalisation rate is usually assessed by collecting market evidence with respect to the earnings multiples of companies that operate in the same or similar industries.

In our opinion, the appropriate earnings to adopt in capitalising ongoing overheads of Greenvale is usually based on an EBITDA multiple for the following reasons:

EBITDA disregards factors that may not be relevant to the ownership of assets, such as the cost of financing those assets and differing tax rates; and
EBITDA disregards depreciation and amortisation charges.

Having said that, we note that comparable companies operating within this Industry are in the exploration stage and as such, do not have any reportable revenue and tend to have negative EBITDA. As such, a capitalisation rate derived from comparable EBITDA multiples is not readily available.

Based on the above, we believe that an appropriate capitalisation multiple to apply to estimated ongoing administrative overheads of Greenvale is between 4 -5 times.

Assessment

Set out below is a summary of assessed capitalised ongoing administrative overheads of Greenvale:

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8.5.6 Partly Paid Shares and Options

As noted in Section 3.10, Greenvale has a total of 7,164,172 Partly Paid Shares paid up to 5 cents (15 cents unpaid) and a total of 5,062,633 listed options with an exercise price of $0.30 each.

In arriving at the fair market value of Greenvale on a diluted basis, we have assumed:

alternative scenarios where the Partly Paid Shares are fully paid up, on the basis that they are either within or near the range of being "in the money" based on the share trading history up to the date of the announcement of the Proposed Transaction and an alternative scenario where no further amounts are paid up on the Partly Paid Shares. The alternative scenarios will not result in an increase in the number of Greenvale shares as the Partly Paid Shares are issued and will not be redeemed upon any failure to pay up a call, should the Directors decide to make a call. Any cash proceeds assumed to arise from assuming the Partly Paid Shares to be fully paid up (an additional amount of $1.075 million (i.e. 7,164,172 Partly Paid Shares at $0.15 each)) is treated as surplus cash; and
none of the Options are exercised, on the basis that they are well outside of the money and unlikely to be exercised.

8.6 Fair market value of Esperance Assets to be Acquired by Greenvale

Based on the implied value of 100% of the Tenements, based on the QER Value, we set out below the assessed value of the Esperance Assets:

Table 45: Fair market value of Esperance Assets to be acquired by Greenvale

($'000s unless indicated otherwise) Ref Implied 100% Value of the Joint Venture Esperance shale interest acquired by Greenvale	($'000s unless indicated otherwise) Ref Implied 100% Value of the Joint Venture Esperance shale interest acquired by Greenvale	($'000s unless indicated otherwise) Ref Implied 100% Value of the Joint Venture Esperance shale interest acquired by Greenvale	Fair value of Esperance Assets acquired by Greenvale
Nagoorin JV Lowmead JV Alpha JV Low value (-5%)(Note 1) High value (+5%)(Note 1)	8.2 8.2 8.4.1 and 8.2	10,224 16.7% 3,008 25.0% 325 50.0%	1,704 752 163
			2,619
			2,488 2,750

Source : PKFCA analysis Note 1 : In order to allow us to provide a range of values, we have adjusted the above 100% value by plus/minus 5%.

Table 44: Greenvale Capitalised Ongoing Administrative Overheads

($'000s unless otherwise indicated) Ref	($'000s unless otherwise indicated) Ref	Low	High	Midpoint
Ongoing administrative overheads Capitalisation multiple (times) Capitalised corporate costs		367 5.0	367 4.0	367 4.5
		1,833	1,467	1,650

Source : PKFCA analysis

8.5.5 Exploration expenditure (ongoing)

Based on discussions with Greenvale management, we note that there are no ongoing minimum expenditure requirements for the Tenements and accordingly we have made no further adjustments for any such potential liability.

Greenvale Mining NL - Independent Expert’s Report

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8.7 Valuation Cross Check 1

As an initial cross check we have reviewed the implied value for the Tenements relative to the estimated recoverable barrels of oil contained within the Tenements. Set out in the table below is the estimated recoverable barrels of oil and the relative percentage attributable to the Esperance Remaining Interests as compared with Greenvale's existing proportion based on the percentages set out in Table 1 and excluding QER's interests:

Table 46: Proportion of estimated recoverable oil - Post QER exercising its Pre-emptive Rights

Tenements	Estimated recoverable oil (MMbbl) Greenvale's proportion of recoverable oil (MMbbl) Esperance's proportion of recoverable oil (MMbbl) Total estimated recoverable oil held by Greenvale and Esperance (MMbbl)
Nagoorin 2,700 1,350 450 1,800 Lowmead 740 185 185 370 Alpha 80 40 40 80 Total 3,520 1,575 675 2,250 Esperance's proportion of recoverable oil divided by total estimated recoverable oil held by Greenvale and Esperance, expressed as a percentage (%) 30.0%	2,700 1,350 450 1,800 740 185 185 370 80 40 40 80
	3,520 1,575 675 2,250

Source : Greenvale Annual Report 2010 / PKFCA analysis

The above compares to the midpoint assessed value of Greenvale's existing percentage ownership in the Tenements relative to the midpoint assessed value of the Esperance Remaining Tenements:

Table 47: Calculation of relative fair market values between Esperance and Greenvale existing Tenements

Ref	Ref	Ref
Esperance	8.6	A 2,619
Greenvale	Table 48	B 6,027

Calculation		C = A / B 30.3%

Source : PKFCA analysis

Set out below is a calculation of the value of Greenvale's existing Tenements:

Table 48: Value of Greenvale's existing Tenements

($'000s unless indicated otherwise) Ref Implied 100% Value of the Project Greenvale Tenement interests	($'000s unless indicated otherwise) Ref Implied 100% Value of the Project Greenvale Tenement interests	($'000s unless indicated otherwise) Ref Implied 100% Value of the Project Greenvale Tenement interests	($'000s unless indicated otherwise) Ref Implied 100% Value of the Project Greenvale Tenement interests	Fair Value of Greenvale's Existing Tenement interests
Nagoorin Lowmead Alpha Greenvale's existing Tenements	Table 40 and Table 1 Table 40 and Table 1 Table 40 and Table 1	10,224 3,008 325	50.0% 25.0% 50.0%	5,112 752 163
				6,027

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8.8 Valuation Cross Check 2

8.8.1 Overview

As a second cross check, we have compared Esperance's market capitalisation (after excluding all non-shale assets) to Greenvale's market capitalisation, (excluding all non-shale assets). For the purposes of our assessment, we have undertaken the following:

adopted the respective market capitalisations of both Esperance and Greenvale;
added a control premium, so as to deduct the non-shale assets at the respective control values. This ensures that the adjusted market capitalisation is on a like for like basis; and
• added or deducted non-shale assets and liabilities.

The net result of the above is a calculation of each company's market capitalisation which should reflect only the Tenements.

8.8.2 Esperance market capitalisation reflecting the Esperance Remaining Tenements

Set out below is Esperance's calculated market capitalisation that relates to the Esperance Remaining Tenements based on the 31 December 2010 half year statement of financial position:

Table 49: Fair market value of the Esperance Assets (with reference to market capitalisation of Esperance)

($'000s unless indicated otherwise) Notes	($'000s unless indicated otherwise) Notes	Low	High
Number of fully paid ordinary Esperance shares ('000s) Esperance share price ($) Equity value (minority interest basis) Add: control premium Equity value (control basis) Less: Kununurra Project Less: Yampi Sound Project	1 2 3 4 4	84,040 0.06	84,040 0.06
		5,042 20%	5,042 25%
		6,051 (378) (315)	6,303 (378) (315)
Less: cash and cash equivalents	5	(479)	(479)
Less: receivables	6	(26)	(26)
Less: investments	7	(377)	(377)
Add: payables	8	146	146
Add: interest bearing debt Add: deferred tax asset Implied Fair market value of the Esperance Remaining Tenements	9 10	- -	- -
		4,622	4,875

Source : PKFCA analysis

Note 1: Number of shares

Refer to Section 4.7.

Note 2: Share price

We have adopted as a maintainable share price for Esperance the value of $0.06 per Esperance share, being the VWAP of the period of 1 month to 22 June 2011 (i.e. the announcement date).

Source : PKFCA analysis

Based on the above, the relative assessed fair market values of the Tenements is supported by the proportion of estimated recoverable oil.

Greenvale Mining NL - Independent Expert’s Report

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Note 3: Premium for control

Our assessment of Esperance's equity value has been derived predominantly from trades of minority parcels of shares in Esperance. Accordingly, the trading prices reflect a minority interest value. The interest being valued represents a controlling interest in Esperance. When valuing a controlling interest, an appropriate allowance should be made for a premium for control.

Empirical evidence on premiums for control indicates that these premiums tend to range between 25% and 40% above minority interest trading price values in respect of equity values.

Having regard to this, in order to value all the equity in Esperance, we have applied a premium for control in the range of 20% to 25%.

Note 4: Fair market value of Esperance's interest in Kununurra and Yampi Sound Project

We have had regard to an independent valuation report dated 6 July 2011 prepared by Terence Willsteed & Associates, in relation to the fair market value of Esperance's interest in Kununurra and Yampi Sound Projects (refer Appendix 4). We have reviewed the independent report and we are satisfied with the qualifications and experience of the provider and the approach and methodology adopted. Set out below is a summary of the conclusions set out in the independent report:

Table 50: Fair market value of Esperance's interest in Kununurra and Yampi Sound Project

($'000s unless indicated otherwise) Ref	($'000s unless indicated otherwise) Ref	($'000s unless indicated otherwise) Ref
Fair market value of Kununurra Project Fair market value of Esperance's 42% interest in Kununurra Project Fair market value of Yampi Sound Project Fair market value of Esperance's 70% interest in Yampi Sound Project	Appendix 4 Appendix 4	900 378 450 315

Source : PKFCA analysis

Note 5: Cash and cash equivalents

Refer to Section 4.5.

Note 6: Receivables

Refer to Section 4.5.

Note 7: Investments

Refer to Section 4.5.

Note 8: Payables

Refer to Section 4.5.

Note 9: Interest bearing debt

Refer to Section 4.5.

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the consolidated entity derives future assessable income and capital gains of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised; or
the losses are available to be transferred to an eligible entity in the consolidated entity;
the consolidated entity continues to comply with the conditions for deductibility imposed by tax legislation; and
no changes in tax legislation adversely affected the consolidated entity in realising the benefit from the deductions for the losses.

The nature of losses is that they provide a saving in tax otherwise payable by Esperance. The value attributable to losses is the present value of these savings until such time that the losses are utilised or lost. As it is difficult to project the timing, quantum and risks of utilising the losses by Esperance, (in particular, the generation of future assessable income) we have not incorporated any allowance for the losses in our valuation of Esperance.

8.8.3 Greenvale market capitalisation reflecting only its ownership in the Tenements only

Set out below is the calculated market capitalisation of Greenvale that relates only to its ownership interests in the Tenements, based on the 31 December 2010 half year statement of financial position:

Table 51: Fair market value of Greenvale's current ownership interests in the Tenements (with reference to market capitalisation of Greenvale)

($'000s unless indicated otherwise) Notes	($'000s unless indicated otherwise) Notes	Low	High
Number of Fully Paid Shares ('000s) Greenvale Fully Paid Share price ($) Equity value of Fully Paid Shares (minority interest basis) Number of Partly Paid Shares ('000s) Greenvale Partly Paid Shares price ($) Equity value Partly Paid Shares (minority interest basis) Total equity value (minority interest basis) Add: control premium Equity value (control basis) Less: cash and cash equivalents Add: cash from rights issue Less: receivables Less: Investments Add: Payables Add: interest bearing debt Add: deferred tax asset Implied Fair market value of Greenvale's existing Tenements	1 2 3 4 5 6 7 8 9 10 11 12	38,225 0.15	38,225 0.15
		5,734 7,165 0.01	5,734 7,165 0.02
		72 5,805 20%	143 5,877 25%
		6,967 (237) 1,361 (55) (66) 59 852 -	7,346 (237) 1,361 (55) (66) 59 852 -
		8,882	9,262

Source : PKFCA analysis

Note 10: Deferred tax asset

As noted in Section 4.6, Esperance has deferred tax assets not recognised in the statement of financial position in relation to tax losses and capital losses of $1.894 million.

Note 1: Number of ordinary shares

Refer to Section 3.10.

The benefit of the tax losses and capital losses will only be obtained if:

Greenvale Mining NL - Independent Expert’s Report

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Note 2: Fully Paid Share price

We have adopted as a maintainable share price for Greenvale the value of $0.15 per Greenvale Fully Paid Share , being the VWAP of the period of 1 month to 22 June 2011.

Note 3: Number of Partly Paid Shares

Refer to Section 3.10.

Note 4: Partly Paid Share price

We note that the Partly Paid Shares have traded infrequently, with the last trade being 23 March 2011. For the purposes of the analysis, we have adopted a price range of $0.01 to $0.02, being an historical price range.

Note 5: Control Premium

This is applied consistently with the control premium for Esperance.

Note 6: Cash and cash equivalents

Refer to Section 3.6.

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8.8.4 Conclusion on cross checks

Based on the above, we set out below a comparison of the adjusted market capitalisations:

Table 52: Relativity of adjusted market capitalisations

($'000s unless indicated otherwise) Ref Low High	($'000s unless indicated otherwise) Ref Low High	($'000s unless indicated otherwise) Ref Low High
Implied fair market value of the Esperance Remaining Tenements Implied fair market value of Greenvale's existing Tenements Implied fair market value of the Esperance Remaining Tenements to be acquired by Greenvale as a percentage of the total of the implied fair values of the Tenements (based on adjusted market capitalisations) Compared with: Fair market value of Esperance Remaining Tenements to be acquired by Greenvale (based on the QER Value) divided by Greenvale's Fair market value of Revised Tenements (based on the QER Value), expressed as a percentage (%) Variance as a percentage	8.8.2 8.8.3 Table 47	4,622 4,875 8,882 9,262 34.2% 34.5% 30.3% 30.3% 11.5% 12.2%

Source : PKFCA analysis

Note 7: Cash from rights issue

Given that the number of shares is post the rights issue in early 2011, we have included the corresponding amount of cash raised from the rights issue as this is a matter that would have been known in the market place as at the Assessment Date.

Based on the above, we are satisfied with the conclusion reached in relation to the percentage comparisons arrived in Section 8.7.

Note 8: Receivables

Refer to Section 3.6.

Note 9: Investments

Refer to Section 3.6.

Note 10: Payables

Refer to Section 3.6.

Note 11: Interest bearing debt

Refer to Section 3.6.

Note 12: Deferred tax asset

Refer to Section 8.5.3

Greenvale Mining NL - Independent Expert’s Report

9 FAIRNESS ASSESSMENT

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10 REASONABLENESS ASSESSMENT

The Proposed Transaction is fair to the Non-associated Shareholders if:

Table 53: Fair value analysis



The fair market value of the Esperance Assets that are being acquired by Greenvale, divided by the fair market value of Greenvale, which includes the fair market value of the Esperance Assets (“Expanded Greenvale”), expressed as a percentage	is more than or equal to	The fair market value of the percentage interest in Greenvale to be obtained by Esperance calculated as the Scrip Consideration divided by the expanded amount of the Greenvale issued capital (i.e. taking into account the existing issued capital, plus the Scrip Consideration) (“Greenvale Expanded Issued Capital”).

Source : PKFCA analysis

For the purposes of calculating the fair market value of Greenvale and Esperance, the control value has been adopted given the substantial Greenvale shareholding Esperance will hold immediately after the Proposed Transaction.

9.1 Fairness Assessment

The fair market value of Esperance Remaining Tenements acquired by Greenvale divided by the fair market value of Greenvale, expressed as a percentage is as follows:

Table 54: Fairness Assessment

Ref Low High Midpoi nt	Ref Low High Midpoi nt	Ref Low High Midpoi nt	Ref Low High Midpoi nt	Ref Low High Midpoi nt	Ref Low High Midpoi nt
Fair value of Esperance Assets to be acquired by Greenvale Fair value of Expanded Greenvale, which includes the fair market value of Esperance Assets, assuming no Partly Paid Shares are paid up Relativity Scrip Consideration divided by the Greenvale Expanded Issued Capital, expressed as a percentage (%) Fair/(unfair) Fair value of Expanded Greenvale, which includes the fair market value of Esperance Assets, assuming all Partly Paid Shares are fully paid up Relativity Scrip Consideration divided by the Greenvale Expanded Issued Capital, expressed as a percentage (%) Fair/(unfair)	8.6 8.5.1	A B C= A/B D E= A/D	2,488 6,955 35.8% 27.8% Fair 8,030 31.0% 27.8% Fair	2,750 8,186 33.6% 27.8% Fair 9,261 29.7% 27.8% Fair	2,619 7,571 34.6% 27.8% Fair 8,646 30.3% 27.8% Fair
Source: PKFCA analysis

As noted above, the assessed fair market value of Esperance Assets that are being acquired by Greenvale as a proportion of the total fair market value of the Expanded Greenvale is more than the relative percentage of the Scrip Consideration to the Greenvale Expanded Issued Capital and accordingly, the Proposed Transaction is considered to be "fair".

RG 111 provides that a proposal is considered to be "reasonable", if it is "fair". On this basis, as we have concluded that the Proposed Transaction is "fair", it is also considered to be "reasonable" under RG 111.

Nevertheless, we have also considered various factors that we believe Shareholders should consider when deciding whether or not to accept the Proposed Transaction. Set out below is a summary of our assessment of the various factors.

10.1 Overall comment

In our view, to do nothing would result in Greenvale:

passing up an opportunity to concentrate the ownership of the Tenements, which should make the assets more attractive to potential buyers and/or development partners; and
having to either find alternative projects or reconsider its future as a listed public company.

10.2 Advantages

Majority ownership

Simplification of corporate structure

Expansion of Greenvale

Potential for Improved liquidity in share trading

Improved strategic importance

As evidenced by the fact that QER is willing to acquire a portion of the Tenements pursuant to its Pre-emptive Rights, we believe that the consolidation of the Tenements into Greenvale should allow it to enhance its position in any future dealings with these assets.

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Reduced overheads and removal of some duplication

The expansion of Greenvale’s interests in the Tenements will result in overheads proportionate to Greenvale’s activities, as these should not increase subsequent to the Proposed Transaction.

10.3 Disadvantages

Dilution of existing shareholders

Increased exposure to oil shale and Queensland Government Moratorium

Increased project funding cost

The increased percentage interest in the Tenements will result in Greenvale having a greater level of operating cost commitment, should further activities be undertaken.. This will increase the level of cash expenditure required by Greenvale and therefore will require additional funding and most likely further capital raisings in the future. This will have a further adverse dilution effect if existing shareholders do not participate in any future capital raisings.

Exposure to US dollar ("USD")

The increased interest in the Tenements would result in an increase exposure to USD as oil is sold in USD.

10.4 Conclusion on "reasonable"

As we have concluded that the Proposed Transaction is "fair", it is also considered to be "reasonable" under RG 111.

10.5 Overall Opinion

On the basis of the above, in our opinion, the Proposed Transaction is "fair" and "reasonable" the Non-associated Shareholders.

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11 QUALIFICATIONS, DECLARATIONS AND CONSENTS

11.1 Qualifications

PKFCA is the licensed corporate advisory arm of PKF East Coast Practice, Chartered Accountants and Business Advisers. PKFCA provides advice in relation to all aspects of valuations and has extensive experience in the valuation of corporate entities and provision of expert’s reports.

The following personnel are responsible for the preparation of this Report:

Fiona Hansen has a B.Com. and Hons in Accounting Science, CA, is a director of PKFCA. Fiona is also a partner of PKF East Coast Practice. Fiona has performed a second director quality control review of this Report.

Fiona has over 16 years experience in a number of specialist corporate advisory activities including company valuations, due diligence investigations, preparation and review of business feasibility studies, preparation of independent expert’s reports, preparation of information memoranda and other corporate investigations. Accordingly, Fiona is considered to have the appropriate experience and professional qualifications to provide the advice offered.

Mr Vince Fayad B.Bus, CA. Mr Fayad was a director and partner of PKFCA and retired from the firm on the 31 August 2011. Mr Fayad was involved in the preparation of this Report.

Mr Fayad has over 25 years experience in a number of specialist corporate advisory activities including company valuations, due diligence investigations, preparation and review of business feasibility studies, public company floats, accounting, advising on mergers and acquisitions, advising on independent expert reports, preparation of information memoranda and other corporate investigations. Accordingly, Mr Fayad is considered to have the appropriate experience and professional qualifications to provide the advice offered.

Mr. Peter Cornell B.Com, LLB, is a Director of PKFCA. Mr. Cornell has been involved in the review of this Report. Mr. Cornell has over 25 years experience in law, business valuation and corporate advisory and planning activities. He has had extensive experience in the areas of preparation and review of independent expert’s reports, litigation accounting, business feasibility studies, financial investigations, business valuations and due diligence reviews.

Based on their experience, the above are considered to have the appropriate expertise and professional qualifications to provide the advice offered.

11.2 Independence

PKFCA is not aware of any matter or circumstance that would preclude it from preparing this Report on the grounds of independence either under regulatory or professional requirements. In particular, we have had regard to the provisions of applicable pronouncements and other guidance statements relating to professional independence issued by Australian professional accounting bodies and ASIC.

PKFCA considers itself to be independent in terms of RG 112 independence of experts, issued by ASIC. Neither PKFCA, nor its owner practice, PKF East Coast Partnership, has acted in any capacity for Greenvale or Esperance with regard to this matter.

It is noted that Mr. Fayad:

was a former director of Greenvale for a period up to November 2009; and
was a consultant to Esperance for a period up to June 2009 in relation to a review of various acquisitions.

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In our view, PKFCA meets all of the criteria of independence for both Esperance and Greenvale for the following reasons:

Mr. Fayad has had no involvement with either Greenvale or Esperance for approximately 2 years;
the composition of the board of directors of each company is very different since his last involvement;
the conclusions expressed in this Report are not only of those of Mr. Fayad but also of Ms Hansen; and
above all, Mr. Fayad has had no involvement in the formulation of the Proposed Transaction.

PKFCA was not involved in advising on, negotiating, setting, or otherwise acting in any capacity for Greenvale or Esperance in relation to the Proposed Transaction. Further, PKFCA has not held and, at the date of this Report, does not hold any shareholding in, or other relationship with, Greenvale or Esperance that could be regarded as capable of affecting its ability to provide an unbiased opinion in relation to the Proposed Transaction.

PKFCA will receive a fee of $42,000, plus Goods and Services Tax for the preparation of this Report. PKFCA will not receive any fee contingent upon the outcome of the Proposed Transaction, and accordingly, does not have any pecuniary or other interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in relation to the Proposed Transaction.

Three (3) drafts of this Report were provided to the Independent Directors and their advisors for review of factual accuracy. Certain changes were made to the Report as a result of the circulation of the draft IERs. However, no changes were made to the methodology, conclusions, or recommendations made to the Shareholders as a result of issuing the draft IERs.

11.3 Disclaimer

This Report has been prepared at the request of the Independent Directors and was not prepared for any purpose other than that stated in this Report. This Report has been prepared for the sole benefit of the Independent Directors and Shareholders. Accordingly, this Report and the information contained herein may not be relied upon by anyone other than the Independent Directors and Shareholders without the written consent of PKFCA. PKFCA accepts no responsibility to any person other than the Independent Directors and Shareholders in relation to this Report.

The statements and opinions contained in this Report are given in good faith and are based upon PKFCA’s consideration and assessment of information provided by the Independent Directors, executives and management of all the entities.

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APPENDIX 1 GLOSSARY

Table 55: Glossary

Term
Definition

ABARE
ASIC
ASX
Acquisition Agreement
Bbbl
CFME
Corporations Act
DCF
Directors
ECM
Esperance
Explanatory Statement
FOS
FY20XX
GDP
Greenvale
H1FY2011
11MFY2011
Report
Industry
JORC
JV
Pre-emptive Rights
Prospective Financial Information
Minga
MMbbl
MMbbl/d
NTA
NOM
Non-associated Shareholders
OECD
OPEC
Other Assets
p.a.
PKFCA
Proposed Distribution
Proposed Transaction
QER
QER Value
Esperance Assets

Australian Bureau of Agricultural and Resource Economics
The Australian Securities and Investments Commission
Australian Securities Exchange
Heads of Agreement entered into between Greenvale and Esperance dated 20 June
2011
Billion barrels (bbls x 109)
Capitalisation of future maintainable earnings
Corporations Act 2001 (Cth)
Discounted cash flow
Directors of Greenvale
East Coast Minerals N.L.
Esperance Minerals Limited
Explanatory Statement to be issued by Greenvale in relation to the Proposed
Transaction
Financial Ombudsman Service Limited
Financial year ended 30 June 20XX
Gross Domestic Product
Greenvale Mining N.L.
Six months ended 31 December 2010
Eleven months ended 31 May 2011
PKFCA’s independent expert’s report in relation to the Proposed Transaction
The oil shale industry
Joint Ore Reserves Code is the code for reporting of mineral resources and ore
reserves and is widely accepted as a standard for professional reporting purposes
Joint venture
The rights given to each of Esperance, Greenvale and QER to purchases the other
joint venturer's interest in Nagoorin JV and Lowmead JV in the event of proposed sale
by a joint venturer
Prospective financial information prepared by Greenvale management and Esperance
management
Minga Pty Ltd
Million barrels
MMbbl a day
Net tangible assets
Notice of meeting to be issued by Greenvale in relation to the Proposed Transaction
Shareholders other than Esperance or those associated with Esperance
Economic Co-operation and Development
Organisation of the Petroleum Exporting Countries
Assets other than interests in the Tenements owned by Esperance
Per annum
PKF Corporate Advisory (East Coast) Pty Limited
Proposed distribution of the Scrip Consideration to Esperance shareholders in specie
via an equal capital reduction to Esperance
Proposed acquisition by Greenvale of the interests in various oil shale tenements held
by Esperance
Queensland Energy Resources Limited
The fair market value of the additional interest acquired by QER in the Nagoorin JV
and Lowmead JV pursuant to QER exercising its Pre-emptive Rights
Esperance's remaining interests in the Tenements after the sale made to QER under
the Pre-emptive Rights provisions

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Term
Definition

RG 74
RG 111
Tenements
Section 640
Shareholders
Tenements
Tax Losses
TWA
TWA Valuation Report
US
USD
Assessment Date
Written Offer
VWAP
WTI

ASIC Regulatory Guide 74: Acquisitions Agreed to by Shareholders
ASIC Regulatory Guide 111: Content of Expert’s Reports
Participating interest in Lowmead JV, Nagoorin JV and Alpha JV
Section 640 of the Act
Shareholders of Greenvale
Oil shale tenements in which Greenvale and Esperance have interests namely Alpha,
Lowmead and Nagoorin
Refers to total income tax losses and capital losses
Terence Willsteed & Associates
Independent valuation report issued by TWA
United States of America
US dollar
The assessment date being 22 June 2011
A written offer dated 20 June 2011, made by Esperance to QER to sell its participating
interest on the same terms and conditions as those offered to Greenvale
Volume weighted average share price
West Texas Intermediate

Source : PKFCA

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APPENDIX 2 SOURCES OF INFORMATION

In preparing this Report, PKFCA had access to and relied upon the following principal sources of information:

final draft Notice of Meeting and Explanatory Memorandum;
Heads of Agreement entered into between Greenvale and Esperance dated 20 June 2011 (the Acquisition Agreement);
written offer dated 20 June 2011 from Esperance to QER in relation to QER's Pre-emptive Rights;
written acceptance dated 19 July 2011 from QER to Esperance in relation to QER's Pre-emptive Rights;
TWA's independent valuation report dated 6 July 2011 in relation to the Kununurra Project and Yampi Sound Project;
press releases and public announcements in relation to the Proposed Transaction;
annual reports, half yearly reports, and ASX market releases for Greenvale and Esperance;
details of Greenvale shareholders register as at 17 August 2011;
details of Esperance shareholders register as at 18 July 2011;
various discussions with the Independent Directors and management of Greenvale;
ASIC guidance notes and regulatory guides as applicable;
QER website, http://www.qer.com.au;
U.S. Energy Information Administration website, http://www.eia.gov;
U.S. Energy Information Administration’s “Annual Energy Outlook 2011”;
Australian Bureau of Agricultural and Resources Economics website, http://www.abares.gov.au;
ABARE Australian Commodities March 2011 Quarter Volume 18, number one;
World Energy Council, 2010 Survey of Energy Resources;
Australian Government, Geoscience Australia, Australia atlas of minerals resources, mines and processing centres;
information generally available and provided by major Australian economic forecasting bodies; and
information sourced from Bloomberg.

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APPENDIX 3 VALUATION METHODS

In conducting our assessment of the fair market value of Greenvale and the Tenements , the following commonly used business valuation methods have been considered:

Discounted Cash Flow Method

The discounted cash flow (“ DCF ”) method is based on the premise that the value of a business or any asset is represented by the present value of its future cash flows. It requires two essential elements:

the forecast of future cash flows of the business asset for a number of years (usually five to 10 years); and
the discount rate that reflects the riskiness of those cash flows used to discount the forecast cash flows back to net present value (“ NPV ”).

DCF is appropriate where:

the businesses’ earnings are capable of being forecast for a reasonable period (preferably five to 10 years) with reasonable accuracy;
earnings or cash flows are expected to fluctuate significantly from year to year;
the business or asset has a finite life;
the business is in a 'start up' or in early stages of development;
the business has irregular capital expenditure requirements;
the business involves infrastructure projects with major capital expenditure requirements; or

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going concern: the net assets on a going concern basis estimates the market value of the net assets but does not take into account any realisation costs. This method is often considered appropriate for the valuation of an investment or property holding company. Adjustments may need to be made to the book value of assets and liabilities to reflect their going concern value.

The net realisable value of a trading company’s assets will generally provide the lowest possible value for the business. The difference between the value of the company’s identifiable net assets (including identifiable intangibles) and the value obtained by capitalising earnings is attributable to goodwill.

The net realisable value of assets is relevant where a company is making sustained losses or profits but at a level less than the required rate of return, where it is close to liquidation, where it is a holding company, or where all its assets are liquid. It is also relevant to businesses which are being segmented and divested and to value assets that are surplus to the core operating business. The net realisable assets methodology is also used as a check for the value derived using other methods.

These approaches ignore the possibility that the company’s value could exceed the realisable value of its assets.

Share Market Trading History

The application of the price that a company’s shares trade on the ASX is an appropriate basis for valuation where:

the shares trade in an efficient market place where ‘willing’ buyers and sellers readily trade the company’s shares; and
the market for the company’s shares is active and liquid.
the business is currently making losses but is expected to recover.

Constant Growth Dividend Discount Model

Capitalisation of Future Maintainable Earnings Method

This method involves the capitalisation of estimated future maintainable earnings by an appropriate multiple. Maintainable earnings are the assessed sustainable profits that can be derived by the vendor’s business and excludes any one off profits or losses. An appropriate earnings multiple is assessed by reference to market evidence as to the earnings multiples of comparable companies.

This method is suitable for the valuation of businesses with indefinite trading lives and where earnings are relatively stable or a reliable trend in earnings is evident.

Net Realisable Value of Assets

Asset based valuations involve the determination of the fair market value of a business based on the net realisable value of the assets used in the business.

Valuation of net realisable assets involves:

The dividend discount model works best for:

firms with stable growth rates;
firms which pay out dividends that are high and approximate free cash flow to equity;
� firms with stable leverage; and
firms where there are significant or unusual limitations to the rights of shareholders.

Special Value

Special value is the amount which a potential acquirer may be prepared to pay for a business in excess of the fair market value. This premium represents the value to the potential acquirer of potential economies of scale, reduction in competition or other synergies arising from the acquisition of the asset not available to likely purchases generally. Special value is not normally considered in the assessment of fair market value as it relates to the individual circumstances of special purchases.

separating the business or entity into components which can be readily sold, such as individual business units or collection of individual items of plant and equipment and other net assets; and
ascribing a value to each based on the net amount that could be obtained for this asset if sold.

The net realisable value of the assets can be determined on the basis of:

orderly realisation: this method estimates fair market value by determining the net assets of the underlying business including an allowance for the reasonable costs of carrying out the sale of assets, taxation charges and the time value of money assuming the business is wound up in an orderly manner. This is not a valuation on the basis of a forced sale where the assets might be sold at values materially different from their fair market value;
liquidation: this is a valuation on the basis of a forced sale where the assets might be sold at values materially different from their fair market value; or

Greenvale Mining NL - Independent Expert’s Report

APPENDIX 4 TERENCE WILLSTEED & ASSOCIATES REPORT

TERENCE WILLSTEED & ASSOCIATES

The Valuation of the projects has been prepared by T V Willsteed, Consulting Mining Engineer, BE[Min]Hons BA FAusIMM MSME, based on the technical and geological data provided by ESM. The Valuation Report has been prepared to generally conform to the JORC and VALMIN Codes of AusIMM.

CONSULTING MINING ENGINEERS

POSTAL ADDRESS: P O BOX N284 GROSVENOR PLACE, SYDNEY NSW 1220 13/1, THE QUAY, 2 PHILLIP STREET, SYDNEY NSW 2000

E-mail: [email protected] Telephone: [02] 9251 3804 Facsimile : [02] 9251 3788

PRINCIPAL: T V WILLSTEED, BE(MIN)HONS BA FAUSIMM MMICA MSME T V WILLSTEED & ASSOCIATES PTY LTD

ABN : 44 001 859 712

To complete the assessment, we requested from ESM and its advisors:

The most recent reported results of investigations for the exploration projects.
� Copies of recent independent assessments of the project including resource statements and projections.
Details of agreements relating to transactions and joint venture interests
involving the projects.
Current and previous investigations and economic analyses.

6 July 2011

The Directors Esperance Minerals Limited Level 10, 1 Margaret St SYDNEY NSW 2000

Attention: Mr. Kris Knauer

Records of expenditure on the project areas and by previous tenement holders.
� Data on proposed expenditure commitments and budgets for the project areas.

The Valuation review has not included a site visits for the assessments but relies on information supplied by ESM, and on assessments prepared by TWA and other independent consultants for equivalent projects. A geological site visit may be requested if confirmatory requirements are necessary. Reliance will be placed on ESM’s mineralisation estimation and geological interpretation and description. .The data supporting these estimates and interpretation have been reviewed by TWA in the preparation of this Report but an audit of the information and estimates has not been carried out.

Dear Sirs,

INDEPENDENT VALUATION OF EXPLORATION PROJECTS

PKF Corporate Advisory [East Coast] Pty Limited is to undertake the preparation of an independent expert report on the proposed acquisition by Greenvale Mining NL [“GRV”] interests in the oil shale tenements owned by Esperance Minerals Limited [“ESM”] in consideration for GRV shares.

In order to undertake this assessment, Terence Willsteed & Associates [TWA] has been requested to value the following tenements owned by ESM:

Tenement/Investments	Description	Effective interest held as at 30 June 2010 & 22 March 2011
Kununurra Project	Prospective for iron, gold, silver [Ag], lead [Pb], copper [Cu] and zinc [Zn], located 5 kilometres [km west of Kununurra in Western Australia.	] 42%
Yampi Sound Project	Prospective for Cu, iron [Fe] and uranium located on the Yampi Peninsula in Western Australia.	70%

TWA has been requested to prepare an Independent Valuation report on the exploration projects held by ESM. The review does not provide an opinion on share value or corporate capital value.

ESM has confirmed that:

All material information currently available has been provided for a proper assessment to be carried out and that the information is complete, accurate and true.
A status report and tenement schedule is available relating to the property title, and to agreements entered into by ESM.
Information relating to current and future indigenous interests, taxation and royalties, market restrictions, environmental impacts, legal claims and other similar issues of economic importance, as far as they are known to ESM is made available.
Specific data will be compiled and provided by ESM for the exploration areas, Including, if applicable:
project description and geological background
environmental management plans
site sampling and analyses including sample locations
assay and petrology records for all projects
project topographic maps and lease outlines
resource estimates.

To conform with the VALMIN Code, ESM has confirmed that it will indemnify TWA for liability arising from our reliance on the information provided or for available information not provided.

This report is prepared in accordance with the relevant requirements and listing rules of ASX Limited, the Australian Securities & Investments Commission [ASIC] and the VALMIN Code of the Australasian Institute of Mining & Metallurgy. The VALMIN Code sets out the principles and matters, which should be taken into account in preparation of a technical expert report concerned with mining assets. ASIC Practice Note 42 provides guidance to ensure that the expert report is independent of the commissioning party and that the assessments contained within the report are at the highest possible level, in accordance with professional standards. TWA has considered the requirements of Regulatory Guide 112 Independence of Experts’ Reports issued by ASIC and confirms that it is not aware of any circumstances, which compromise its independence to undertake this assignment.

Greenvale Mining NL - Independent Expert’s Report

This report is prepared in accordance with the relevant requirements and listing rules of ASX Limited, the Australian Securities & Investments Commission [ASIC] and the VALMIN Code of the Australasian Institute of Mining & Metallurgy. The VALMIN Code sets out the principles and matters, which should be taken into account in preparation of a technical expert report concerned with mining assets. ASIC Practice Note 42 provides guidance to ensure that the expert report is independent of the commissioning party and that the assessments contained within the report are at the highest possible level, in accordance with professional standards. TWA has considered the requirements of Regulatory Guide 112 Independence of Experts’ Reports issued by ASIC and confirms that it is not aware of any circumstances, which may compromise its independence to undertake this assignment.

Competent Person Statement

Information referred to in this report, insofar as it relates to Exploration Results and Mineral Resources is based on information compiled and prepared under the supervision of Frans Voermans who is a Member of the Australasian Institute of Mining and Metallurgy. Frans Voermans has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration and to the activity which he has undertaken to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”.. Frans Voermans consents to the inclusion in the report of the matters based on the information in the form and context in which they appear, all of which has been previously documented and submitted by ESM under continuous disclosure requirements in accordance with ASX Rule 3.1.

This statement fairly reflects the information prepared and supervised by Frans Voermans. Mr Willsteed, BE[Min]Hons BA, FAusIMM as a Competent Person consents to the inclusion in this report of

these matters in the form and context in which they appear.

The Victoria Highway between Kununurra and Wyndham traverses the project area from east to west with limited track access off this road. Heavy rainfall during the wet season from November to April often causes extensive flooding of the main drainage systems.

REGIONAL GEOLOGY

The project area covers the northwestern portion of the Halls Creek Mobile Zone which formed as a result of convergence and collision between the southeastern flanks of the largely undeformed Kimberley Craton to the northwest and the North Australian Craton to the east and south. The zone comprises intensely folded and faulted unmetamorphosed Proterozoic sequences with related major fault structures. Tectonic activity in the mobile belt spans from early Proterozoic to post-Permian Phanerozoic times with the intensity of deformation tending to decrease over time.

PROJECT GEOLOGY

In the project area the majority of rocks west of the NNE-trending Ivanhoe Fault belong to the Palaeoproterozoic Speewah and overlying Kimberley Group. East of this prominent fault the Mesoproterozoic Carr Boyd Group of sediments is outcropping.

The Mesoproterozoic Carr Boyd Group of sediments in the project area are mainly represented by a fault-bound northeast trending unit, the Bandicoot Range Beds, outcropping immediately east of the Ivanhoe Fault north of the Dunham River. Several iron-rich horizons are present within the Bandicoot Range Beds.

In the project area the Speewah Group and lower part of the Kimberley Group are extensively intruded by the Hart Dolerite . The dolerite hosts veins containing significant amounts of polymetallic silver, gold and base metal mineralization.

KUNUNURRA PROJECT

SUMMARY

The Kununurra Project comprises one granted exploration licence E80/3367. The licence is located 5 km west of Kununurra in the North east Kimberley region in Western Australia. The total area under tenure exceeds 150 square kilometres [sq km].

Known mineralization within the project area includes stratabound iron-rich beds from the Bandicoot Range and several base metal [Pb-Cu-Zn-Ag] occurrences. Previous work has also outlined several radioactive anomalies. There is also a potential for diamonds.

The principal activity undertaken has been the flying of a detailed VTEM survey covering mainly the western and central portion of the licence. A number of new targets were generated which required follow-up work, which included extensive rock chip sampling campaign covering three principal mineralised base metal centres.

Structurally, the project area is dominated by several NNE trending faults of which Ivanhoe Fault is a major feature of the Halls Creek Mobile Zone and is the most prominent in the project area. The fault can be traced for many kilometres and separates older Proterozoic sedimentary basins, outcropping to the west of the fault, from much younger Proterozoic basins.

Prominent NNE trending linear features are recognized within the project area. The base metal mineralization is related to these NE trending sinistral faults

Another major structural feature recognized is the NE – SW trending Valentine Anticline west of the Ivanhoe Fault along which Speewah Group sediments and intruding Hart Dolerite have been gently folded. An aeromagnetic data interpretation revealed that the magnetic character of the rocks is different on each of the fold limbs suggested vertical or lateral faulting on or near the fold axis. It is in this area where most of the known base metal mineralization has been located.

MINERALISATION

General

The sampled area is indicated on the Exploration Index Plan.

TENURE AND LOCATION

EL 80/3367 Kununurra was granted for a period of five years in March 2008. The registered tenement holder is Polaris Metals N.L. ESM manages the project.

The licence comprises 54 graticular blocks of about 129 sq km. Annual expenditure commitment are $54,000.

The Bandicoot Range Beds form part of the Mesoproterozoic Carr Boyd Group and are thought to be the equivalent of the rocks which host the well-known iron deposits of Pompeys Pillar and Matsu further to the south.

From previous work it is evident that the vein and hydrothermal mineralization in the project area is structurally controlled and is hosted by the Hart Dolerite. Polymetallic quartz veins pervade the Hart Dolerite which is intruded into the Valentine Siltstone of the Speewah Group. The sediments and intruding dolerite form an anticline or dome and mineralized veins are associated with the northeasterly trending fold axis. Mineralization also occurs near a major quartz-filled fault zone, the Silver Hills Fault.

Greenvale Mining NL - Independent Expert’s Report

The mineralized veins contain galena, sphalerite, chalcopyrite, bornite and tetrahedrite where fresh and cerussite, anglesite, chrysocolla, azurite, chalcocite and covellite where oxidized. Antimony is present and gold and silver are associated with the copper rather than the lead.

The principal base metal projects within E80/3367 are Shangri-La, Silver Hills and Donkey Hills.

At Shangri- La there are six en echelon mineralized quartz veins in Hart Dolerite striking WNW. The veins can be traced for up to 300 metres [m]. Some wagon drilling was reported and mineralisation was reported to have been intersected to a depth of 80m. Estimated mineralisation 34,500 tonnes [t] averaging 7.6% Pb, 301.69 grams per tonne [g/t] Ag and 5.59 g/t Au was outlined distributed in three ore shoots. It appears that only a fraction of the mine’s estimated mineralisation has been removed to a depth of 3 to 5m. The open cut is excised from E80/3367.

At Shangri- La South several mineralised quartz veins have been opened up by three small open cuts. Reported work included costeaning, soil and rock chip sampling. Analysis results from sampling returned an overall grade of 12.9% Pb, 0.8% Cu, 145 g/t Ag and 3.9 g/t Au. The vein system appeared to be identical to that at Shangri La. The principal mineral is argentiferous galena with lesser amount of malachite, azurite, pyromorphite and traces of free gold. The presence of barite was noticed as well.

At Silver Hills , 6.5 km SW of Shangri- La mineralised quartz veining trend parallel to the Silver Hills Fault, a major linear feature associated with the Ivanhoe Fault. The mineral assemblage is similar to that at Shangri La. The higher grade ore has been partially mined. The auriferous veins associated with the Silver Hills Fault can be traced over a distance of more than 1500m.

The largest occurrence of auriferous quartz veins in the area is at Donkey Hills . This area, of about 550 by 300m, has apart from quartz very little outcrop. The potential of this prospect was rated excellent due to the widespread nature of quartz and the persistently high arsenic and gold values.

At the Donkey Hills South prospect malachite and galena-bearing quartz veining was discovered over an area of 100 by 130m. Trenching exposed several narrow mineralised quartz veins.

PREVIOUS EXPLORATION

Iron Ore

The Bandicoot Range is an isolated hilly range with heights up to 250m above the surrounding flat terrain. The range is approximately 10 km long and has a width of 2 to 3 km. Within the well-bedded sequence three major ferruginous horizons are recognized with thicknesses varying from 5 to 10m. In addition there are several thinner iron-rich horizons.

Alliance calculated approximately 150 million t of ferruginous material to be present at an average grade of 22.7% iron. However, the company concluded there was little potential for an economic iron deposits because of various other factors such as the rugged terrain and the very high overburden to ore stripping ratio.

Precious and Base Metals

The Shangri-La polymetallic base metal deposit in the Kununurra area was discovered in 1967. Subsequent work included sampling, mapping and drilling identified a small resource. Some bulk sampling was undertaken but there has been no recorded production. A few years later similar mineralization associated with a major fault was found at Silver Hills.

Other similar style deposits were found in the 1980’s in a number of nearby locations around Silver Hills and Donkey Hills.

Diamonds

A number of companies are reported to have been actively engaged in the exploration for alluvial diamonds in the North Kimberley region. These diamonds are buried in palaeochannels of the larger rivers including the Ord and Dunham Rivers. In the early eighties Gemex located diamonds in Proto-Ord palaeo-alluvial gravels just west of Kununurra on the Ivanhoe and Packsadle Plains. Bulk testing of the gravels in the early 1990s recovered numerous macrodiamonds, including gem-quality stones up to 1.13 carat in size. Further testing produced disappointing results and the ground was relinquished.

Uranium

An area of interest was flown with a scintillometer mounted on a helicopter. It was reported that the radioactivity was almost entirely due to thorium and not uranium. Radioactive conglomerate was generally only located as boulders in the creeks and amongst the scree on the hill slopes.

This poorly investigated and reported radioactive occurrence could be related to the recently discovered major unconformity or disconformity between the Speewah Group and the Kimberley Group of sediments. In view of the renewed strong interest in nuclear energy sources further investigations of this anomality are certainly warranted as well as the potential of rare earth elements.

Barite

Massive barite in a fault breccia zone in the Silver Hills area was reported in association with minor copper mineralization. The 1 to 2m wide NW trending fault zone can be traced for about 800m.

RECENT EXPLORATION

A Helicopter borne VTEM system [Versatile Time domain Electromagnetic] and magnetometer surveying was carried out over the central and western portion of E80/3364.

Six target areas were identified through the analysis and interpretation of the VTEM data. The target areas include zones of strong polarisation effect as well as numerous discrete weakly conductive and strongly polarisable conductors. All detected, polarisable conductors were analysed and assessed for metallic mineralisation and many of them appear to be either possibly associated worth clay alteration and/or with disseminated metallic mineralisation [sulphides]. Therefore these represent a potential exploration target for gold and polymetallic mineralisation.

Rock chip samples were taken over an area of approximately 10 sq km. The sampled area included the three known mineralised centres of Shangri La, Silver Hills and Donkey Hills.

A total of 21 samples returned assays in excess of 1g/t gold. A majority of the high grade gold samples also contained strongly enriched values of Pb, Cu and Ag.

CONCLUSIONS

Despite the paucity of outcrop, several swarms of strongly mineralised vein systems have been outlined within an area of about 10 sq km. This high grade precious and base metal mineralisation is clearly associated with faulting and shearing which has, at least partly, been the result of the emplacement of a large volume of a doleritic intrusive rock.

The Hart Dolerite, one of the largest known dolerite sill complexes in the world, hosts this mineralisation.

Greenvale Mining NL - Independent Expert’s Report

For the above reasons ESM believes that the potential for buried extensions of this mineralisation in the area must be rated high. Some of these buried deposits could well be commercially feasible to mine.

Several targets areas were identified through the analysis and interpretation of the VTEM data flown. The target areas include zones of strong polarization effect as well as numerous discrete weakly conductive and strongly polarisable conductors. All detected conductors were analysed and assessed for metallic mineralisation and many of them appear to be either possibly associated worth clay alteration and/or with disseminated metallic mineralisation [sulphides]. Therefore these represent a potential exploration target for gold and polymetallic mineralisation. It is possible that many of the polarisable conductors demonstrate good correlation with the magnetic activity suggesting a possible association with pyrrhotite and/or magnetite.

YAMPI SOUND PROJECT

SUMMARY

The Yampi Sound Project area covered by EL 04/1448 is located on the Yampi Peninsula in the West Kimberley Region of Western Australia approximately 100 km north of Derby. The project lies between Hidden Island off the mainland to Talbot Bay in the east, an extremely remote area with no roads or tracks. The tenement lies almost entirely within the Wotjalum Aboriginal Reserve.

Because of its remoteness and Native Title issues previous geological activities in this area have been very limited. Despite these impediments numerous base metal and also some iron ore occurrences have been located.

Principal recent activity has included further interpretation of the airborne magnetic and radiometric survey covering the entire project area.

TENURE AND LOCATION

EL 04/1448 [Yampi Sound] was applied for by Pancontinental Mining Corporation Pty Ltd granted in February 2006 for a term of 5-years. The tenement covers 64 graticular blocks, which amounts to approximately 190 sq km. The annual expenditure requirement for the reporting period amounts to $84,000.

With the exception of the islands in the western and easternmost areas, the project lies within the Wotjalum Aboriginal Reserve.

The project is located 15 km south of Koolan and Cockatoo Islands where high grade hematitic ore has been mined in the past. The mining operations have recently been resumed at Koolan Island by Mt Gibson Resources.

There are no roads or tracks in the area. Easiest access is by boat or by helicopter from Derby. There is also an operating landing strip facility at Koolan Island. On the Yampi Peninsula the topography comprises rocky plateaus along the axes of anticlines and synclines with intervening cuestas.

REGIONAL GEOLOGY

The Kimberley Basin underlies most of the Kimberley Plateau Province including the Yampi Peninsula. Kimberley Basin succession comprises a thick sequence of sedimentary and volcanic rock types. Six different units are distinguished interpreted to have been deposited within a broad, semi-enclosed, shallow-marine basin.

The rocks of the Kimberley Basin succession were affected by several phases of the Yampi Orogeny which produced a series of large scale NW-trending, SW-dipping ductile thrusts followed by a fold phase producing large-scale NW-trending folds with moderately to steeply SW-dipping axial planes.

PROJECT LOCAL GEOLOGY

Most rock types making up the Kimberley Group are present in the project area. The general trend is strongly NW with numerous open and sometimes overturned folds with NW or SE plunging anticlinal and synclinal axis. The central portion of the licence covers a 1 km wide 15 km long outcrop of the Wotjulum Porphyry which hosts the majority of the known copper mineralisation.

MINERALISATION

Known mineralisation at the Yampi Peninsula comprises iron ore and copper.

About 100 million t of high grade hematite ore grading 66 to 69% Fe has been shipped from Cockatoo and Koolan Islands. Both mines were closed but due to the high iron ore prices Koolan Island has been recently reopened and Cockatoo Island is in an advanced stage of being recommissioned.

The hematitic ore is hosted by the Yampi Formation on several islands in Yampi Sound in the form of hard, fine-grained bluish-grey hematite. There is a gradation along strike from almost pure quartzite into hematite quartzite and then into hard, almost pure hematite. Remnants of magnetite suggest that the hematite has replaced magnetite.

Copper mineralisation is known from a number of areas in the Yampi Peninsula. Known copper ore production came from two mines: the Monarch workings and the Yampi Sound Copper Mine which produced around 93 t of ore at an average grade of 22.8% Cu. This mine, which has not been worked since 1920, lies within the licence along the western bank of the Coppermine Creek, a large tidal inlet. At this deposit chalcocite, malachite, cuprite and other copper-bearing minerals occur in quartz veins up to 60cm thick emplaced into sheared and altered Wotjulum Porphyry.

Numerous other copper deposits found in the area are hosted within most of the rock units making up the Kimberley Group.

In the McLarty Range area copper mineralisation extends over a strike length of 36 km and is hosted by siltstones and banded ferruginous chert of the Warton Sandstone. Primary mineralisation occurs as disseminations but also in the form of ferruginous nodules.

Rio Tinto, one of the companies which has actively explored the Yampi Peninsula, identified this type of mineralisation as showing many similarities with the major copper deposits in the African Copperbelt which are also hosted within Proterozoic basins.

It was noted that quartz-hematite veins of considerable size were present in the Yampi Sound area. The largest of these is Wotjulum, where the quartz-hematite vein is in the form of a dykelike body about 30m wide and 90m long.

The Talbot Bay stratabound iron deposit only that it is of a similar mineralisation style as the high grade hematite ore found at Koolan and Cockatoo Islands.

PREVIOUS EXPLORATION

Following a study by CRAE personnel of the huge Proterozoic sediment-hosted copper deposits in the Copperbelt of Zambia and Zaire, the Proterozoic Kimberley basin was identified as having many similarities with these world-class copper deposits. Within the Kimberley Basin, the Yampi Peninsula was selected as an area of high prospectivity for this style of mineralisation.

Greenvale Mining NL - Independent Expert’s Report

Six Exploration Licence Applications were and granted in December 1993. The ground covers most of the northern portion of the Yampi Peninsula and includes the ground now covered by E04/1448.

Work completed by CRAE included an airborne magnetic/radiometric survey which was flown at the end of 1997. In 1998 the project area was photogeological mapped and in 1999 the only field work conducted was widely spaced included stream sediment sampling.

In summary the CRAE airborne survey showed that:

Elevated uranium responses occur within and at the margins of several prospective units containing known copper occurrences. The uranium-copper association is seen an important characteristic of the Zambian Copperbelt.
There are numerous magnetic horizons that highlight complex structural components throughout the area
Preliminary results show there is no magnetic evidence for the presence of any kimberlite pipes.

Five uranium anomalies, were selected for ground checking. It was found that the most common source is the Wotjulum Porphyry with the highs coinciding with swampy areas and CRAE concluded that none of the anomalies were considered to be of any significance.

Assessments concluded that the Yampi area could be geologically compared to the White Pine District in Michigan where a world class copper deposit occurs in shallow marine metasediments.

GEOLOGICAL ACTIVITIES

Geological and geophysical research has been carried out assisted by the use of good quality aerial photography. The research was concentrated around the areas of known mineralisation and the highest ranking geophysical targets which had been identified by the geophysical interpretation study carried out previously.

A total of ten targets have been selected for detailed field checks. A Reserve Entry Permit for E04/1448 has been issued in December 2009 by the Minister for Indigenous Affairs.

CONCLUSIONS

Little previous field exploration has been undertaken over the project area. The principal reason is that the project lies within an Aboriginal Reserve, which created lengthy delays in gaining access. Its remoteness and absence of suitable vehicle tracks has been a major obstacle to field work.

Because of these restrictions, previous work undertaken was mainly of a reconnaissance nature. Despite this, a number of copper and iron ore occurrences were discovered. These mineralised centres require extensive follow-up work.

The geological review of the Yampi Sound Project outlined the potential for the presence of sediment-hosted copper mineralisation similar to the world-class Copperbelt deposits in Zambia and Zaire as its geological setting shows many similarities.

These similarities were confirmed by the discovery of at least two sediment hosted copper occurrences in the Yampi Peninsula. Even more significant was the delineation of several uranium anomalies near known copper mineralisation, an association commonly found in the Zambian Copperbelt.

VALUATION OF PROJECTS

VALUATION METHODOLOGY

The range of values which can be estimated for the mineral interests are based on current market prices for equivalent properties, the geological potential of the properties taking into account the possibility of outlining potential resources, and the probability of present value being derived from recognised areas of mineralisation and production. The valuation also takes account of previous and planned expenditure and commitments, and the expenditures and investment made by other parties to earn, acquire or retain their interests. The range of value estimated for each project allows for the sensitivity of the project values to expected variations in commodity prices and exchange rates, and for the changes in property market value with changing investment expectations, and valuations estimated for acquisition and listing for similar projects in the same geological environment.

Where production is in progress or planned based on quantified reserves and resources, financial analyses derive the net present value for the projects. The valuation of exploration tenements, particularly those without any quantifiable resource, is highly subjective but a number of value indicator methods have been developed and are outlined below. To determine a fair market value for the mineral exploration interests under review, various methods are normally considered including Appraised Value Method, Comparable Transaction Method, Farm-In Commitment Method, and In-situ Mineral Valuation.

Appraised Value Method

The expenditure on a project considered to be effective in terms of advancing the prospectivity of the areas can be used, in conjunction with a subjective prospectivity enhancement multiplier, to derive a value of the project, which takes into account the valuer's judgment of prospectivity and the value of the database. Future planned committed expenditure is also considered as a measure of the estimated investment value of the property, to which a future exploration multiplier can be applied. The appraised value takes into account expenditure of previous explorers and their joint venture partners and also past and current expenditure on the Project.

Comparable Transaction Method

One of the better methods in determining property value is by conducting a comparable transaction analysis with other recent transactions on equivalent properties, preferably within similar geographic and geological environments, with the same exploration potential and style of mineralisation, and at the same stage of development. Such a transaction should be between parties dealing at arms length. The date of the comparable transactions should be as close as possible to the property’s valuation date as the time-related factors can affect the value. These transactions can be through a direct cash payment, a farm-in or option agreement or a combination of the above. Similar transactions can be compared and expressed in a number of ways, for instance, dollars per unit area, price paid per unit of mineral commodity in the ground, or on expenditure commitments.

Comparison of recent transactions of equivalent properties provides one of the better yardsticks to measure the value of the property because it relates the price to that which an informed investor would be willing to pay to obtain a similar property. In those cases where the transactions were not directly comparable, either a premium or a discount to the value is made as deemed appropriate.

In-situ Mineral Valuation

This method consists of valuing the commodity content of a tenement before it is mined. It is subjective, and therefore it is important that the valuation is based on considerable experience. The current market price of the commodity is discounted for factors such as mining losses, complexity of mineralogy, mining conditions, political risk, regional infrastructure support, etc.

Greenvale Mining NL - Independent Expert’s Report

OTHER VALUATION CRITERIA

For the valuations the following factors are considered:

All tenements are granted or close to grant. The minimum commitment expenditures and working conditions are subject to the terms of title.
Prospectivity and exploration progress on the projects are summarised in this report.
Estimates of previous attributable expenditure on the tenement areas, based on the accumulated information available from past exploration programmes and proposed future expenditure, are considered, as well as the terms of farm-in agreements entered into with joint venture partners.
Comparable project expenditure are assessed in the light of the equivalence to the project under review.
The grouping of tenements and contiguous tenure over the project area provides additional advantage for a substantial exploration programme.
The sensitivity of the valuation, particularly relating to the risk factors listed above, is allowed for by estimating a range of valuation for each sector of the project.
A long-term exchange rate of US$0.80 to the Australian dollars is projected.

ESTIMATION RISKS

Estimation risks are to be taken into account in assessing mineral projects, the principal risks being summarised as follows:

Mining and Exploration Risks

The successful exploitation of mineral exploration resources and the design and construction of efficient mining facilities has inherent risks which can be hampered by force majeure circumstances, cost over-runs, inconsistent grades and other unforeseen events. The technical risks attached to resource project development and production is unknown until economic resources are outlined.

General Economic Conditions

Production from mineral resources is subject to international market conditions, exchange rates and normal cost inflation. These matters would be considered if economic resources are outlined.

Environmental Impact Constraints

Exploration and development of any resources will be dependent on the projects meeting environmental guidelines. Development permits are to be approved subject to compliance with the environmental management programme.

Traditional Owner Title and Heritage Site

The effect of various legislation is that mining tenement and exploration permit applications and any existing mining tenements or exploration permit renewal application may be affected by native title negotiation processes.

Land Access

A mining company will be required to seek consent of landholders to obtain access to resources and for exploration. Legislation could restrict access to tenements.

VALUATION OF PROJECT

For use in the valuation of the project, the following valuation criteria have been summarised from the recorded data bases relating to the Project and for acquisition agreements, and for a range of valuation for projects which are similar to the project.

COMPARABLE VALUES

The following recent acquisition or value estimates have been recorded which have some comparable features relative to the ESM projects.

GBM/Pan Pacific JV Agreement, Mt Isa region covering 1580 sq km for base metals in advanced exploration projects, to earn 51% by expenditure $15 million over 6-years with $2 million in first 2-years.
CYU/Goldsearch, Mt Isa region covering 159 sq km, earning 75% by expenditure of $1.5 million in copper REE exploration.
Kanmantoo JV, expenditure $2.5 million in larger EL area for coppergold exploration.
Ferrun-Grescent acquisition in Tanami region expenditure $600,000 for 6990 sq km exploration for U/REE.
Australia Minerals & Mining granted 8 tenements with 34 applications of 7440 sq km covering iron, mineral sands and industrial minerals exploration, estimated project value $6 million.
Pluton Resources valuation of Irvine Island iron project, current market value about $60 million, at preliminary feasibility study stage.
Winmar Resources, iron project adjacent Hammersley rail, EL 58 sq km, ML 10 sq km, 143 million t of Inferred Resources; acquisition of 51% for $4 million plus $500,000 in shares.

SUMMARY VALUATION OF PROJECTS

The following valuation criteria are summarised for the ESM Projects:

[1] KUNUNURRA PROJECT

Tenements	EL 80/3367 150 sq km	EL 80/3367 150 sq km
	Acquisition Agreement Right to earn 42% interest,
		royalty of 1% to vendors.
Prospectivity	Six target areas defined through geophysical surveys.
	Three known mineralized centres, which recorded high-grade
	gold samples and enriched base metal values.
Expenditure:
Previous Attributable		Allow $100,000
Commitment		$54,000 per annum
ESM exploration		$256,000.
Appraised Value		Estimated base value of the data base of $400,000
including
		proposed investment. Allow enhancement factor range
of 1.5 to 2.
Comparative Project	Values	Comparative project joint venture investment and
		acquisition
		Value range of $600000 to $1.5 million.
Joint Venture Value		ESM to sole fund to $300,000 to increase JV interest
by 10%.

Greenvale Mining NL - Independent Expert’s Report

Based on the above parameters, the following current value range is suggested for the Kununurra Project:

Low : $600,000 based on lower range of appraised and comparative value. High : $1.2 million based on the upper range of appraised value and estimated value. Most Likely : $900,000 based on the median level of the assessed values.

[2] YAMPI SOUND PROJECT

Tenements EL 04/1448 190 sq km Acquisition Agreement 70% interest, royalty of 1% to the vendor. Prospectivity Potential for sedimentary hosted copper mineralization of large size. Iron ore mineralization and uranium anomalism delineated. Expenditure: Previous Attributable Allow $50,000 Commitment $84000 per annum ESM exploration $67000. Appraised Value Estimated value of the data base of $200,000 including proposed investment. Allow enhancement factor of 1 to 2.0 Comparative Project Values Comparative valuations and acquisition expenditure for advanced projects discounted for early stage of Yampi iron potential estimated at $400,000 to $600,000. Joint Venture Value Free carry of JV partner by sole funding to $2.0 million.

Based on the above parameters, the following current value range is suggested for the Project: Low : $300,000 based on lower range of appraised and comparative values. High : $600,000 based on the upper level of value ranges. Most Likely : $450,000 based on the median of valuations.

It is to be noted that this valuations would be adjusted as technical and economic criteria are further confirmed and the project studies proceed.

QUALIFICATIONS

Terence Willsteed & Associates is a Mining Engineering Consultancy, which has had considerable experience in the valuation of mining interests and investments, and in advising both prospective purchasers and sellers of such interests and investments. The person responsible for this report is:

BE[MIN]HONS, BA, FAUSIMM, MSME, MAICD Consulting Mining Engineer

T V Willsteed

Mr Willsteed is the Principal of Terence Willsteed & Associates. He has had extensive experience in the mining industry over 50 years, the last 40 years of which have been as a consultant to the industry. He holds a First Class Mine Managers Certificate of Competency, and has been extensively involved in mineral project evaluation and management.

DECLARATION

This report is designed to assist the directors and shareholders to assess the value of the ESM projects and was not prepared for any other purpose. The valuation does not provide an opinion as to share or corporate value of ESM but values the exploration and mine development projects only.

The statements and opinions contained in this report are given in good faith but, in the preparation of this report, TWA has relied substantially on information provided by the Directors and Management of ESM. We do not have reason to doubt the information so provided.

Neither the whole nor any part of this report, nor any references thereto, may be included in or with or attached to any document, circular, resolution, letter or statement without the prior written consent of TWA.

DISCLAIMER OF INTERESTS

At the date of this report, TWA and Terence Willsteed do not have, nor have had any relationship with ESM.

TWA has no relevant interest in, nor any interest in the acquisition or disposal of any securities or assets of ESM.. TWA have no pecuniary or other interest that could be regarded as being capable of affecting its ability to give an unbiased opinion in relation to the valuation of the mineral interest of ESM.

Neither TWA nor T V Willsteed has received or may receive any pecuniary or other benefits, whether direct or indirect or in connection with the preparing of this report other than normal consultancy fees based on fee time at normal professional rates plus out-of-pocket expenses.

Yours faithfully,

==> picture [88 x 41] intentionally omitted <==

T V WILLSTEED Principal

Greenvale Mining NL - Independent Expert’s Report

REFERENCES

Annual Report, Bandicoot Range Project, E80/337, Frans Voermans, June 2011.

Annual Report, Yampi Sound Project, E04/1448, Frans Voermans, May 2010.

Austwide Mining Title Management Pty Ltd, Exploration Licence 80/3367, Polaris Metals Pty Ltd, 12 April 2011.

Exploration Licence 04/2448, Pancontinental Mining Corporation Pty Ltd, 31 March 2011.

High-Grades of Gold and Copper in Rock Chip Sampling, 17 December 2010.

Quarterly Report for October to December 2010.

Report for Quarter Ended 30 June 2009.

Quarterly Report for January to March 2011.

Valuation of Kanmantoo Project Joint Venture Interest, Argonaut 2009, Terence Willsteed & Associates.

Acquisition of Ferrum Crescent’s Gardiner-Tanami and Other Tenements in the Northern Territory, ASX Release, Northern Uranium, 29 October 2010.

Irvine Snapshot – Robust project with significant upside, Pluton, 2011.

Greenvale Mining NL - Independent Expert’s Report

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GREENVALE ENERGY LTD — Proxy Solicitation & Information Statement 2011

65015_rns_2011-10-23_4bb033c3-bb01-4322-9a64-7b568eeea988.pdf

GREENVALE MINING NL ABN 54 000 743 555

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

This is an important document. Please read it carefully.

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

How to Vote

Voting in Person

Voting by Proxy

Your proxy form is enclosed.

NOTICE OF GENERAL MEETING

AGENDA

BUSINESS

RESOLUTION 1 – APPROVAL TO ACQUIRE THE ESPERANCE ASSETS

Resolution 2 – APPROVAL TO ALLOT AND ISSUE SHARES TO ESPERANCE MINERALS LIMITED

VOTING AND PROXIES

By order of the Board

Winton Willesee Company Secretary Dated: 17 October 2011

GREENVALE MINING NL ABN 54 000 743 555

EXPLANATORY STATEMENT

1. BACKGROUND

1.1 Acquisition of Esperance Assets

1.2 Pro forma capital structure

1.3 Pro forma balance sheet

Note:

1.4 Interests and recommendations of Directors

1.5 Role of the Independent Expert

1.7 Conditionality of Resolutions

2. RESOLUTION 1 – APPROVAL TO ACQUIRE THE ESPERANCE ASSETS

2.1 ASX Listing Rule 10.1

3. RESOLUTION 2 – APPROVAL TO ALLOT AND ISSUE SHARES TO ESPERANCE MINERALS LIMITED

3.1 Corporations Act requirements – section 611 item 7

3.2 Information required to be given under the Corporations Act

(d) Intentions regarding the future of the Company

(f) Timing of the proposed acquisition

(g) Reasons for the allotment

(h) Impact on the Company

GREENVALE MINING NL ABN 54 000 743 555

GLOSSARY

GREENVALE MINING NL ABN 54 000 743 555

ANNEXURE 1 – INDEPENDENT EXPERTS REPORT

GREENVALE MINING NL ABN 54 000 743 555 PROXY FORM

Voting on Business of the General Meeting

GREENVALE MINING NL ABN 54 000 743 555

Instructions for Completing Appointment of Proxy Form

Greenvale Mining NL

13 September 2011

Engagement

Financial Services Guide

Financial services PKFCA is licensed to provide

General financial product advice

Benefits that PKFCA may receive

Remuneration or other benefits received by our directors and employees

Referrals

Complaints resolution

Associations and relationships

INDEPENDENT EXPERT’S REPORT IN RELATION TO THE PROPOSED ACQUISITION OF INTERESTS IN OIL SHALE TENEMENTS

Introduction

Summary of interests in the Tenements

Background

Overview of the Tenements

Greenvale’s capital structure

Summary of the Proposed Transaction

Table 2: Scrip Consideration as proportion of GRV Expanded Issued Capital

Figure 1

Note:

Figure 2

Purpose of this report

Summary of Regulatory Requirements

Summary of Opinion

The Proposed Transaction is Fair

Table 3: Fair value analysis

Table 6: Fairness Assessment

Table 4: Fair value of Expanded Greenvale

The Proposed Transaction is Reasonable

Overall comment

Advantages

Majority ownership

GREENVALE ENERGY LTD Proxy Solicitation & Information Statement 2011