IRON BEAR RESOURCES LTD — Regulatory Filings 2012

Mar 13, 2012

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	CHAMELEON MINING NL ("Chameleon")
ACN/ARSN	098 773 785

1. Details of substantial holder (1)

Name	CAPE LAMBERT RESOURCES LIMITED ("Cape Lambert") and DEMPSEY RESOURCES PTY LTD ("Dempsey Resources")
ACN/ARSN (if applicable)	Cape Lambert ACN 095 047 920 Dempsey Resources ACN 100 305 486
There was a change in the interests of the 14 / 03 / 2012 substantial holder on
The previous notice was given to the company on		13/03/2012
The previous notice was dated		13/03/2012

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
ORD	133,333,333 (pre 1:4 consolidation)	9.26%	73,333,333	13.7% (based on 535,284,707 Shares on issue)

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
22/11/2010	Cape Lambert & Dempsey Resources	Issue of Shares by Chameleon decreasing Cape Lambert and Dempsey Resources' interest to 9.01%	N/A	N/A	N/A
31/12/2010	Cape Lambert & Dempsey Resources	Issue of Shares by Chameleon decreasing Cape Lambert and Resources' interest to 6.88%	N/A	N/A	N/A
14/03/2012	Cape Lambert & Dempsey Resources	Issue of Shares to Dempsey Resources	Pursuant to Settlement Deed (attached)	40,000,000	40,000,000

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Cape Lambert	Dempsey Resources	Dempsey Resources	Dempsey Resources is a wholly owned subsidiary of Cape	73,333,333	73,333,333

			Lambert
Dempsey Resources	Dempsey Resources	Dempsey Resources	Holder of Shares	73,333,333	73,333,333

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Cape Lambert & Dempsey Resources	C/- 18 Oxford Close, Leederville WA 6007

Signature

print name	CLAIRE TOLCON	capacity	COMPANY SECRETARY
sign here		date	14/03/ 2012

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• (4) The voting shares of a company constitute one class unless divided into separate classes.
• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• (6) Include details of:
• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

CAPE LAMBERT RESOURCES LIMITED ACN 095 047 920 (Cape Lambert)

and

CHAMELEON MINING NL ACN 098 773 785 (Chameleon)

DEED OF SETTLEMENT AND RELEASE

2012

BETWEEN

CAPE LAMBERT RESOURCES LIMITED (ACN 095 047 920) of 18 Oxford Close, Leederville, Western Australia (Cape Lambert);

AND

CHAMELEON MINING NL (ACN 098 773 785) of Level 14, 1 Alfred Street, Sydney, New South Wales (Chameleon).

RECITALS

• А. On 10 August 2010, Cape Lambert and Chameleon entered into the Terms Sheet in respect to a strategic alliance between Chameleon and Cape Lambert pursuant to which Cape Lambert agreed to provide Chameleon with significant mining expertise, an injection of capital and operating funding.
• В. In accordance with the terms of the Terms Sheet, Cape Lambert provided a standby facility to Chameleon.
• C. Pursuant to the agreed terms between Cape Lambert and Chameleon and clause 11 of the Terms Sheet, Cape Lambert is entitled to receive a share of any proceeds received by Chameleon in respect of the Federal Court Proceedings (as defined in the Terms Sheet).
• D. Federal Court Proceedings have been settled with Chameleon being entitled to receive \$25 million from Murchison Metals Limited.
• Ε. A disagreement has arisen between Cape Lambert and Chameleon arising from variations to the Terms Sheet and the events contemplated by the Terms Sheet between 10 August 2010 and the date hereof.
• F. The Parties have agreed that it is in the commercial interests of both Chameleon and Cape Lambert that the disputes be settled on amicable terms so as to ensure certainty for the shareholders of both companies.
• G. Accordingly, the Parties have agreed to enter into this Deed to settle all outstanding obligations to each other under the Terms Sheet on the terms and conditions set out in this Deed.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

Definitions $1.1$

In this Deed:

ASX means the Australian Securities Exchange or ASX Limited.

Chameleon Shares means fully paid ordinary shares in the capital of Chameleon.

Claim means in relation to any person, a claim, action or proceeding, judgment, damage, loss, cost, demand, suit or proceeding for damages, debt, restitution, equitable compensation, account, injunction, specific performance, expense or liability incurred by or

to or made or recovered by or against the person or any other remedy whatsoever, however arising and whether present, unascertained, immediate, future or contingent EXCLUDING any Claim in relation to rights and obligations arising under this Deed.

Deed means the deed constituted by this document.

Execution Date means the date on which the last of the Parties executes this Deed.

Officer has the meaning given to that term in the Corporations Act 2001 (Cth).

Party means a party to this Deed and Parties has a corresponding meaning.

Related Body Corporate has the meaning given to that term in the Corporations Act 2001 (Cth).

Terms Sheet means the terms sheet dated 10 August 2010 between Cape Lambert and Chameleon.

$1.2$ Interpretation

In this Deed unless the context otherwise requires:

• $(a)$ definitions in the Terms Sheet shall have the same meaning in this Deed;
• $(b)$ headings are for convenience only and do not affect its interpretation;
• $(c)$ an obligation or liability assumed by, or a right conferred on, 2 or more Parties binds or benefits all of them jointly and each of them severally;
• $(d)$ the expression person includes an individual, the estate of an individual, a corporation, an authority, an association or joint venture (whether incorporated or unincorporated), a partnership and a trust;
• $(e)$ a reference to any party includes that party's executors, administrators, successors and permitted assigns, including any person taking by way of novation;
• $(f)$ a reference to any document (including this Deed) is to that document as varied. novated, ratified or replaced from time to time;
• $(g)$ a reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it;
• $(h)$ words importing the singular include the plural (and vice versa) and words indicating a gender include every other gender;
• $(i)$ reference to parties, clauses, schedules, exhibits or annexures are references to parties, clauses, schedules, exhibits and annexures to or of this Deed and a reference to this Deed includes any schedule, exhibit or annexure to this Deed;
• $(j)$ where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; and
• $(k)$ a reference to \$ or dollar is to Australian currency.

$1.3$ Extent of releases

In this Deed (including the recitals), unless the context requires otherwise:

• $(a)$ where a person (the "First Person") releases another person (the "Second Person") from any Claims in respect of a matter or thing, the First Person will be deemed to have released and forever discharged the Second Person from any and all Claims of every nature whatsoever and however arising which the First Person may now have or at any time thereafter might have or, but for the execution of this Deed, might have had against the Second Person arising out of or in any way connected with or incidental to that matter or thing;
• $(b)$ a release from Claims by or in favour of a corporation extends to any Related Body Corporate of the corporation and to the present and former Officers, employees and agents from time to time of the corporation and of any such Related Body Corporate;
• $(c)$ a release from Claims by or in favour of a person who is or was an Officer of a corporation applies to that person personally and in that person's capacity as such Officer; and
• $(d)$ a release and indemnity in favour of a person who is not a Party to this Deed is a right held on trust for the benefit of the person by any Party with whom the person has a relationship by virtue of which the person has the benefit of the release and indemnity.

$2.$ ACKNOWLEDGEMENT AND SETTLEMENT

• $(a)$ In consideration for the acknowledgements, covenants and releases provided by Cape Lambert in this Deed, Chameleon agrees to issue, within two business days of the Execution Date, 40,000,000 Chameleon Shares to Cape Lambert (or its nominee) and to issue a "cleansing notice" in accordance with Section 708A(6) of the Corporations Act in respect to the issue of those Chameleon Shares.
• $(b)$ Upon receipt of 40,000,000 Chameleon Shares issued to Cape Lambert (or its nominee) as required pursuant to clause 2(a), Cape Lambert acknowledges and agrees that:
• $(i)$ its entitlement to proceeds from the Federal Court Proceedings as contemplated in clause 11 of the Terms Sheet will be satisfied in full; and
• $(ii)$ any Claim that Cape Lambert may have against Chameleon in respect of the Terms Sheet, including Clause 11 of the Terms Sheet, will be satisfied in full.

3. RELEASE

By the execution and delivery of this Deed and upon satisfaction of the obligations by Chameleon in accordance with Clause 2 of this Deed:

$(a)$ Cape Lambert shall be deemed to have accepted that all obligations owing to it under the Terms Sheet have been satisfied in full and that it has no further rights accruing to it under the Terms Sheet:

• $(b)$ Chameleon shall be deemed to have accepted that all obligations owing to it by Cape Lambert under the Terms Sheet have been satisfied in full and it has no further rights accruing to it under the Terms Sheet; and
• $(c)$ the Terms Sheet will be terminated.

4. BAR TO ACTION

This Deed may be pleaded and tendered by any Party as an absolute bar and defence to any Claim commenced or continued by any other Party in breach of the terms of this Deed.

5. COVENANT NOT TO SUE

Each Party covenants in favour of each other Party and each other person in favour of whom a release is given under clause 3, that the first mentioned Party will not:

• $(a)$ bring or pursue, procure that a third party bring or pursue, provide financial support for or otherwise support any Claim in any court or tribunal in respect of any matter which is the subject of a release under clause 3; and
• $(b)$ assert or continue to assert in relation to any matter the subject of a release under clause 3 any Claim against any other person, who, in turn, may or does assert a claim for contribution or indemnity or any claim in warranty against the second mentioned Party or any other person in favour of whom a release is given under clause 3.

6. BENEFIT OF RELEASE

Without prejudice to the ability of each Party to enforce this Deed for its own benefit:

• $(a)$ each Party holds the benefit of each release, discharge and covenant not to sue contained in this Deed to the extent that it is expressed to apply to the parties referred to in clause 1.3; and
• $(b)$ neither party may, without the prior written consent of the parties referred to in clause 1.3 agree to vary the terms of any release, discharge or covenant not to sue contained in this Deed to the extent that it is expressed to apply in favour of the parties referred to in clause 1.3.

7. NO ADMISSION OF LIABILITY

The entry into this Deed and the giving effect to its terms do not constitute any admission of liability whatsoever by any Party.

8. CONFIDENTIALITY

Each Party is to keep confidential the terms of this Deed, and any other confidential information obtained in the course of furthering this Deed, or during the negotiations preceding this Deed, and is not to disclose it to any person except as required by law. Notwithstanding the foregoing, it is acknowledged and agreed that Chameleon will need to announce to ASX the issue of the Chameleon Shares contemplated by clause 2.

9. FURTHER ASSURANCE

Each Party shall sign, execute and do all deeds, acts, documents and things as may reasonably be required by the other Party to effectively carry out and give effect to the terms and intentions of this Deed.

10. GOVERNING LAW

This Deed shall be governed by and construed in accordance with the law from time to time in the State of Western Australia and the Parties agree to submit to the non-exclusive jurisdiction of the courts of Western Australia and the courts that hear appeals therefrom.

$11.$ VARIATION

No modification or alteration of the terms of this Deed shall be binding unless made in writing dated subsequent to the date of this Deed and duly executed by the Parties.

12. COSTS

Each Party shall bear their own legal costs of and incidental to the preparation, negotiation and execution of this Deed.

13. MISCELLANEOUS

$13.1$ Severance

If any provision of this Deed is invalid and not enforceable in accordance with its terms, all other provisions which are self-sustaining and capable of separate enforcement without regard to the invalid provision, shall be and continue to be valid and forceful in accordance with their terms.

$13.2$ Entire Agreement

This Deed shall constitute the sole understanding of the Parties with respect to the subject matter and replaces all other agreements with respect thereto.

13.3 Counterparts

This Deed may be executed in any number of counterparts (including by way of facsimile) each of which shall be deemed for all purposes to be an original and all such counterparts taken together shall be deemed to constitute one and the same instrument.

13.4 Time

Time shall be of the essence in this Deed in all respects.

13.5 Enurement

The provisions of this Deed will enure for the benefit of and be binding on the Parties and their respective successors, permitted substitutes and permitted assigns (and, where applicable, their legal personal representatives).

EXECUTED by the Parties as a Deed.

EXECUTED BY
CAPE LAMBERT RESOURCES LIMITED
ACN 095 047 920
in accordance with the Corporations Act:
Director
Director/Secretary

EXECUTED BY CHAMELEON MINING NL ACN 098 773 785 in accordance with the Corporations Act:

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$\overline{6}$ Director $H_{\cdot}$ $\overline{\phantom{a}}$ Director/Secretary

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	CHAMELEON MINING NL
ACN/ARSN	098 773 785

1. Details of substantial holder (1)

Name	CAPE LAMBERT RESOURCES LIMITED ("CAPE LAMBERT") AND DEMPSEY RESOURCES PTY LTD ("DEMPSEY RESOURCES")
ACN/ARSN (if applicable)	(Cape Lambert ACN 095 047 920) (Dempsey Resources ACN 100 305 486)

The holder became a substantial holder on 13/09/2010

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or
an associate (2) had a relevant interest (3) in on the date the substantial holder

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
ORD SHARES	133, 333, 333 (pre 1:4 consolidation)	133, 333, 333 (pre 1:4 consolidation)	9.26% (based on 1,439,688,827 Shares on issue pre 1:4 consolidation)

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Nature of relevant interest (7) Holder of relevant interest		Class and number of securities
CAPE LAMBERT	CONTROLLER OF DEMPSEY RESOURCES	133,333,333 ORD (pre $ 1:4$ consolidation)
DEMPSEY RESOURCES	HOLDER OF SHARES	133,333,333 ORD (pre 1:4 consolidation)

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
CAPE LAMBERT	DEMPSEY RESOURCES	DEMPSEY RESOURCES	133, 333, 333 (pre 1:4 consolidation)
DEMPSEY RESOURCES	DEMPSEY RESOURCES	DEMPSEY RESOURCES	133, 333, 333 (pre 1:4) consolidation)

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
CAPE LAMBERT and DEMPSEY RESOURCES	13/09/2010	\$2,000,000		133, 333, 333 (pre 1:4 consolidation)

	_________

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
DEMPSEY RESOURCES (ACN 100 305 486)	WHOLLY OWNED SUBSIDIARY OF CAPE LAMBERT

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
CAPE LAMBERT AND DEMPSEY RESOURCES	18 OXFORD CLOSE, LEEDERVILLE WA 6007

Signature

print name	CLAIRE TOLCON	capacity	COMPANY SECRETARY
sign here	,,,	date	13/03/2012

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an $(5)$ associate has a relevant interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $(7)$ Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of $(a)$ any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or $(b)$ disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$ "unknown".
• $(9)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.