IONIC RARE EARTHS LIMITED — Interim / Quarterly Report 2013

Apr 29, 2013

QUARTERLY REPORT FOR THE PERIOD ENDING 31 MARCH 2013

HIGHLIGHTS

EXPLORATION

Following a six month period of intense new project development activity, the quarter was highlighted by the successful acquisition of two quality exploration projects for porphyry Cu and iron oxide-copper-goId (“IOCG”) deposits lying in the Coastal Cordillera Copper Belt of Chile (Domeyko East and Alma). The Company is also in advanced discussions on several other highly regarded projects in Chile.

DOMEYKO EAST

• Project targets a porphyry copper (Cu) deposit similar to Dos Amigos and Frontera, a new discovery by Hot Chile Limited 30km on trend in the same belt.

• Exploration target is north west trending, small inliers of altered Cretaceous intrusive porphyries exposed by erosion of overlying Atacama terrace gravels

ALMA

• Project targets a large IOCG deposit associated with the Atacama Fault Zone system similar to Manto Verde, 85km south of Alma.

• Exploration target is a north west trending, 3km by 2km, unexplored aeromagnetic anomaly lying under cover partly detailed by ground magnetics.

• Copper oxides have been discovered in caliche cover within the main magnetic anomaly and are suspected to be sourced from underlying mineralised intrusives.

1

==> picture [88 x 56] intentionally omitted <==

The Board of Oro Verde Limited (ASX : “OVL”)(“Oro Verde” or “ the Company”) is pleased to provide its Quarterly Report for the period ended 31 March 2013.

EXPLORATION

During the quarter the Company continued its evaluation of projects on hand, as well as examining new exploration and development opportunities in Chile. The results of which were the pegging of the Domeyko East Prospect, a porphyry Cu-Au target similar to the on strike Dos Amigos mine and Hot Chile limited’s new discovery Frontera; and entering into an option to purchase agreement on the Alma Project which targets iron oxide, copper, gold (“IOCG”) deposits all in the Coastal Cordillera Copper Belt of Chile. In addition Oro Verde is in advanced discussions on acquiring a further IOCG project here as well as two projects located in the Late Eocene to Oligocene Giant Porphyry Copper Belt of Chile.

A. NEW PROJECTS

Two projects were taken up (by the Company in the Coastal Cordillera Copper Belt of Chile, a 1,000km belt related to the development of the Jurassic-Lower Cretaceous magmatic arc coring the coastal cordillera which has been affected by the Atacama Fault Zone and contains both significant IOCG deposits (eg Manto Verde, Candelaria) and porphyry Cu deposits (eg Andacollo, Dos Amigos). One (Domeyko East) was taken up by the Company in its own right and the other (Alma) through an option to purchase agreement.

Domeyko East Project

In the southern portion of the Coastal Cordillera Copper Belt, porphyry copper deposits (eg Dos Amigos, Andacollo) lie in a sub-belt that runs parallel to, but some 10-15km to the east of the 'Chilean Iron Belt' which is directly affected by the Atacama Fault Zone and contains a number of large iron oxide-apatite deposits (eg Algarrobo, Los Colorados iron mines) and IOCG deposits (eg Candelaria Cu-Au-Fe mine). The Domeyko East Project lies in the porphyry sub-belt and is targeting a porphyry Cu system as per the nearby Dos Amigos mine and the new porphyry Cu discovery, Frontera, made by Hot Chile Limited, ~30km on trend.

The project comprises three Exploration Concessions (9km[2] ) and lies 4km northeast of the Domeyko Alteration Zone which contains late Cretaceous age Cu mineralised porphyries (Dos Amigos and Tricolor) and Cu mineralised breccias (Mirasol) that have intruded Lower Cretaceous Bandurrias Group andesitic lavas and volcanic breccias. The Domeyko Alteration Zone is visually prominent and is a north-south, fault bounded lithocap ridge, 6km in a north-south direction and 1 to 1.5km in a east-west direction. Lithocaps are leached “gossanous iron oxide” caps that usually define and overlie the shallow oxide parts of porphyry copper sulphide systems typically above the main Cu(Au/-Mo) zone. Here the leached cap has an average thickness of 100m over the Dos Amigos Cu deposit and Marisol Cu hydrothermal breccia body. The ridge rises to 1,243m in elevation above west sloping terraces of Miocene Atacama gravels, developed at elevations between 780 and 950m and formed by coalescent alluvial fans off the Andes foreland to the east.

The Domeyko East Project area lies just east of the lithocap ridge in the west-sloping terraces of the Miocene Atacama gravels which are infilling an intermontane depression. Similar age porphyries appear to be present in this fault bound depression and have been concealed by gravels whilst those associated with the nearby Domeyko ridge have been subject to extreme weathering over millions of years and have developed prominent lithocaps. North-south trending, small inliers of altered Cretaceous intrusive porphyries are currently being exposed by erosion of the overlying terrace gravels within the project area. This area appears not to have been explored for primary porphyry Cu deposits because of the thick gravel cover and warrants detailed geophysical surveys to detect buried primary porphyry mineralisation as per the nearby Dos Amigos mine. These geophysical programs will be actioned over the next 3-6 months.

2

==> picture [88 x 56] intentionally omitted <==

Alma Project

The Alma Project comprises 5 Exploration Concessions (14km[2] ) located 40km east of the coastal city of Taltal in Region 2 of Chile. The region is affected by the Atacama Fault Zone and contains significant IOCG deposits related to the development of the Jurassic-Lower Cretaceous magmatic arc coring of the cordillera, for example, Manto Verde, 620 million tonnes @ 0.56% Cu, 0.12 g/t Au, some 85km south of Alma. The project area itself lies within the central portion of the Lower Cretaceous Cerro del Pingo Batholith, a major igneous body, 110km long and up to 40km wide, composed of a number of stocks of diverse composition, ranging from diorites to granites with associated with copper-gold, copper-gold-iron and iron mineralisation.

The Alma area encompasses alluvium, colluvium and caliche covered granodiorites and diorites that hosts a northwest trending aeromagnetic anomaly, measuring 3km by 2km, that to date has not been explored for IOCG deposits. However, a major portion of the project has been recently detailed by a ground magnetic survey which has broken down the aeromagnetic anomaly into a 2km by 1km magnetic high, separated by a magnetic low from a smaller northern high. Copper oxides have been discovered in some pits in caliche on weathered diorite on the western margins of these magnetic anomalies.

In the remaining northern area of the project, yet to be detailed by ground magnetics, a pronounced colour feature on satellite imagery is present within calcrete covered diorites on the northern nose of the regional aeromagnetic anomaly. A recent geological examination of this area by OVL staff has explained the colour anomaly by the location of copper mineralised float from a prospective concealed, altered felsic, porphyry intrusive into diorite.

It is proposed to complete the detailed ground magnetic survey and geological mapping of the whole project area and carry out electrical geophysics (IP) on defined targets before commencing a drilling program in the next 6 months.

B. CURRENT PROJECTS

Rapel Project

Seven Exploration Concessions (17km[2] ) were taken up in late December 2012, 14km northeast of the town of Monte Patria, in Region 4 of Chile. The project area targets a porphyry Cu-Au system, and associated Cu-Au bearing hydrothermal breccia systems which are present to the northwest of the project area.

A field crew completed a reconnaissance geological mapping and a geochemical sampling program of the project area by mid-March. An area of altered, fine quartz veined, andesitic porphyry was located which has some similarities to new porphyry Cu discoveries to the northwest of the Rapel area. All results of the program are currently being compiled and assessed to continue exploration in the coming quarter.

Chuminga Copper / Gold Project

Oro Verde holds a 20% interest in SCM Chumi, title holder of the Chuminga Copper-Gold Project, situated on a coastal location, approximately 120 kilometres south of Antofagasta in the Second Region of Chile. Operatorship reverted to 80% shareholder Compania Minera Chumi (“CMC”) in December 2012 after OVL did not exercise its option to become the 100% owner of SCM Chumi.

The project contains a copper-gold, stock work breccia developed on the western contact of a granodiorite stock on a mountain side at 600 to 700 metres above sea level. Drilling by OVL in 2012 suggests a small, low grade Cu (Au) resource is present that is subject to complex faulting and compartmentisation.

3

==> picture [88 x 56] intentionally omitted <==

A decision by operator CMC on future exploration is pending. Further exploration could involve following up unexplained stream sediment Cu and ASTER anomalies, but the terrain and access is difficult making these exploration works a current low priority.

C. ABANDONED PROJECTS

Vega Gold Project

Oro Verde relinquished its 100% interest in the quarter in the Vega Project, located 22 kilometres north of the famous El Indio Gold Mining Centre in the Fourth Region of Chile after carrying out further investigations to ascertain the significance of the unexpected discovery by drilling in 2012 of a weak copper and molybdenum mineralised porphyry system in Infiernillo Intrusives. The consensus reached was that mineralisation is minor and associated with quartz veining in mylonitic shearing on contacts between the various phases of the porphyry which probably lie in the apical position of the intrusive system.

Pintue Aculeo Project

In early October 2012, OVL acquired an option on the Pintue Aculeo Project, located 73km southwest of Santiago. The 17 km[2 ] project area has some geological and structural similarities to Yamana Gold Inc’s, Alhue Mining Centre, 15 kilometres to the south, which has an endowment of 2.5 million ozs of gold and 15 million ozs of Ag.

Gold and copper mineralisation hosted in veins within structures, in hydrothermal breccias, and in prominent circular intrusive features in the project area were targets of exploration. One of the circular intrusive features, Cerro El Penon, a prominent red, coloured alteration area measuring 1,000m x 800m on satellite imagery underlain by an intensely, altered and pyritised monzonite and a hydrothermal breccia had previously returned anomalous Cu, Mo, Pb, Ag and Au values.

A field crew completed a geological mapping and geochemical sampling program by the end of November 2012. The latter involved; stream sediment coverage of the 17 km[2] project area (81 samples); soil traverses over prominent alteration areas, inclusive of the Cerro El Penon breccia (149 samples); and channel sampling along the perimeter of an old mining pit (29 samples).

Regrettably the main Cerro El Penon anomaly was downgraded by the exploration work carried out and other Cu-Au and Au mineralisations detected and examined during the program were minor. As the potential for the presence of a company sized mineral deposit of economic interest was low the option agreement with the vendors was terminated on January 8.

New Project Development

OVL is continuing to evaluate further new mineral exploration and development opportunities in Chile. Details of further acquistions will be released as they occur.

Ghazal Minerals Limited – 100% owned subsidiary

Post the quarter end OVL’s 100% owned subsidiary Ghazal Minerals Limited was advised by Aura Energy Limited (ASX : “AEE”) that it was withdrawing from the joint venture to explore for uranium on AEE’s own Mauritanian concessions. OVL will assess the future of these projects in the June quarter.

Corporate

At quarter end the Company had 87,582,417 shares on issue and $1.32 million cash on hand.

ENDS

4

==> picture [88 x 56] intentionally omitted <==

For enquiries contact:

Dr Wolf Martinick 0614 179 42466

Notes:

1. Any potential quantity and grade of Exploration Targets is conceptual in nature as there has been insufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource.

2. The information contained in this report that relates to Exploration Results and Exploration Targets is based on information compiled by Dr Brad Farrell, BSc Hons Eco Geol, MSc, PhD, a consultant to the company. Dr Farrell has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking. This qualifies Dr Farrell as a Competent Person as defined in the 2004 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves“. Dr Farrell consents to the inclusion in the report of the foregoing matters based on his information in the form and context in which it appears. Dr Farrell is a Fellow of the Australasian Institute of Mining and Metallurgy, a Chartered Professional Geologist of that body and a Member of the Mineral Industry Consultants Association (the Consultants Society of the Australian Institute of Mining and Metallurgy).

5

Appendix 5B Mining Exploration Entity Quarterly Report

Appendix 5B

Mining Exploration Entity Quarterly Report

Name of entity

	Oro Verde Limited
	ABN 84 083 646 477 Consolidated statement of cash flows
			31 Marchy 2013
Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for (a) exploration and evaluation (b) development (c) production (d) administration 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other NetOperating Cash Flows		Current quarter $A’000		Year to date (9 months) $A’000
		- (63) - - (385) - 10 - - -		- (694) - - (1,207) - 47 - - -
		(438)		(1,854)
Cash flows related to investing activities 1.8 Payment for purchases of:(a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other (provide details if material) Net investing cash flows 1.13 Total operating and investing cash flows (carried forward)		(5) - - - - - - - -		(23) - - - - - - - -
		(5)		-
		(443)		(1,877)

Appendix 5B Page 1

Appendix 5B Mining Exploration Entity Quarterly Report

1.13 Total operating and investing cash flows (brought forward)	(443)	(1,877)
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other – security deposits Net financing cash flows	- - - - - -	- - - - - -
	-	-
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end ofquarter	(443) 1,738 (6)	(1,877) 3,207 (11)
	1,319	1,319

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

1.23 1.24	Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000
		151
		-
1.25	Explanation necessaryfor an understandingof the transactions
	Item 1.23 includes aggregate amounts paid to directors including salary, consulting fees, directors’ fees and superannuation.

Non-cash financing and investing activities

2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

N/A

2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

N/A

Appendix 5B Page 2

Appendix 5B Mining Exploration Entity Quarterly Report

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1 Loan facilities 3.2 Credit standby arrangements	Amount available $A’000	Amount used $A’000
	NIL	NIL
	NIL	NIL

Estimated cash outflows for next quarter

4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration	$A’000
	100
	-
	-
	350
Total	450

Reconciliation of cash

Total Reconciliation of cash
Reconciliation of cash at the end of the quarter (as	Current period	Previous period
shown in the consolidated statement of cash flows) to	$A’000	$A’000
the related items in the accounts is as follows.
5.1 Cash on hand and at bank	1,286	1,735
5.2 Deposits at call	33	33
5.3 Bank overdraft
5.4 Other (provide details)
Total: cash at end of quarter(item 1.22)	1,319	1,768

Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased	Tenement reference	Nature of interest (note (2))	Interest at beginning ofquarter	Interest at end of quarter
	-
	-

Appendix 5B Page 3

Appendix 5B Mining Exploration Entity Quarterly Report

Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

	Total number	Number quoted	Issue price per security (see note 3) (cents)	Amount paid up per security (see note 3) (cents)
7.1 Preference+securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs,redemptions
7.3 +Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	87,582,417	87,209,083
7.5 +Convertible debt securities(description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted
7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired during quarter	24,364,459 2,500,000	- -	Exercise price $0.27 $0.20	Expiry date _3_1 December 2014 10 January 2016
7.11 Debentures (totals only)
7.12 Unsecured notes (totals only)

Appendix 5B Page 4

Appendix 5B Mining Exploration Entity Quarterly Report

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4).

• 2 This statement does give a true and fair view of the matters disclosed.

==> picture [154 x 50] intentionally omitted <==

Sign here: ............................................................ Date: 30 April 2013 Company Secretary

Print name: Brett Dickson

Notes

• 1 The report provides a basis for informing the market how the entity’s activities have been financed for the past period and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

• 2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.

• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities .

• 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

== == == == ==

Appendix 5B Page 5