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JAMESON RESOURCES LIMITED Capital/Financing Update 2011

Nov 9, 2011

65152_rns_2011-11-09_da9a5448-d7c3-4fa6-a6d3-6c5fb7d14a8a.pdf

Capital/Financing Update

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Jameson enters into Sale and Option Agreement on the Red Earth Coal Project

Highlights

10 November 2011

ASX RELEASE

JAMESON RESOURCES LTD

ACN 126 398 294

Level 2, 79 Hay Street Subiaco, WA , 6008 Phone+61 (8) 9200 4473 Fax +61 (8) 9200 4463

Suite 800, 1199 West Hastings St Vancouver, BCV6E 3TS Phone +1 (604) 687 2038

  • Jameson has entered into a Sale and Option Agreement with Saturn Minerals Inc. to acquire an initial 10% interest with an option to earn up to a further 50% interest in the Red Earth coal project

  • The Red Earth Project is located in eastern Saskatchewan, Canada, and lies in an area where new coal discoveries have occurred since 2008

  • Saturn have identified several geophysical anomalies on the Red Earth Project property that display similar characteristics to other coal discoveries in the area

  • Jameson will be preparing a first phase exploratory program for the Red Earth Project to test these anomalies during the coming exploration season

CONTACT:

_________

JOHN HOLMES

Managing Director [email protected]

ART PALM

Executive Director - Operations [email protected]

Jameson Resources Limited (“Jameson” or the “Company”) is pleased to announce that it has entered into a sale and option agreement (“Agreement”) with Saturn Minerals Inc. (“Saturn”) to acquire an initial 10% interest with an option to earn up to a further 50% interest in the Red Earth coal property (“Red Earth Project”) located in eastern Saskatchewan, Canada.

DAVID PRENTICE

Non Executive Director [email protected]

WEBSITE

www.jamesonresources.com.au

DIRECTORS:

Jeff Bennett (Non Exec. Chairman) John Holmes (Managing Director) Art Palm (Executive Director - Operations) David Prentice (Non Exec. Director)

ASX CODE:

JAL (Fully paid Ordinary Shares)

The Red Earth Project lies in an area where new coal discoveries have occurred since 2008 as first reported by Goldsource Mines Inc. (“Goldsource”) at their large Border project. Coal finds reported by Goldsource, Saturn and others in the region are typically relatively thick seams of subbituminous coal.

Initial exploration undertaken by Saturn over the Red Earth Project area has resulted in the identification of several targets that display similar characteristics to the existing Manville Group coal discoveries in the region.

This agreement represents an excellent opportunity for both companies. Jameson gains entry into an exciting new coal region with as yet unbounded potential, while Saturn retains an ownership and royalty interest in the Red Earth Project and benefits from Jameson’s exploration activities.

Overview

Jameson through its wholly owned Canadian subsidiary NWP Coal Canada Ltd (“NWPC”) has entered into a sale and option agreement with Saturn on its Red Earth coal project (“Red Earth Project”) located in eastern Saskatchewan, Canada (“Agreement”).

The Red Earth Project, which includes six granted Coal Prospecting Permits (“CPPs”) is 4,608 hectares in size and comprised predominantly of farmland. It is located approximately 30 km from the town of Carrot River, Saskatchewan, approximately 25 km from rail and immediately adjacent to paved provincial Highway 55.

Coal Prospecting Permit
(CPP)
Size (Hectares)
CPP 1228 768
CPP 1229 768
CPP 1231 768
CPP 1233 768
CPP 1234 768
CPP 1235 768

Table 1 – License Summary Table

The Red Earth Project was acquired by Saturn in 2008 based on the underlying trend of Mannville Group sediments which, since 2009, have been proven by Saturn and other area operators to host previously unknown coal seams of unusual thickness. Westcan Goldfields Inc. has conducted a drilling program to the east of the Red Earth Project and reported several coal intersections. No drilling has been performed to-date on the Red Earth Project prospect.

Since 2010 Saturn has completed over 241 line-km of airborne GeoTEM and 744 line-km of airborne gravity survey over the Red Earth Project property to assess coal exploration potential with respect to through-faulting and karstification-related geological settings favourable for development of long-lasting coal-forming paleo-environments. These airborne surveys have identified several geophysical anomalies on the Red Earth Project property that display characteristics similar to the latest Mannville Group coal discoveries that indicate advanced exploration is merited, including drilling.

Jameson will be preparing a first phase exploratory program for the Red Earth Project to test these anomalies during the coming exploration season.

Commercial Terms

A summary of the material terms of the Agreement are:

  1. NWPC will acquire an initial 10% interest in the Red Earth Project (“Initial Interest”) upon execution of the Agreement by making a cash payment to Saturn of $46,080.

  2. NWPC will have the option to acquire a further 50% interest in the Red Earth Project over 3 years by making the following expenditures towards the Red Earth Project:

  3. a) expending at least $120,000 by during the first 12 month period from the date of execution of the Agreement (“Execution Date”) on the Red Earth Project, upon which a further 10% legal and beneficial interest in the Red Earth Project will vest in NWPC;

  4. b) expending a further $5 per hectare (or a maximum of $23,040) and expenditure of $250,000 during the second 12 month period from the Execution Date, upon which a further 15% legal and beneficial interest in the Red Earth Project will vest in NWPC; and

  5. c) expending a further $10 per hectare (or a maximum of $46,080) and expenditure of $500,000 during the third 12 month period from the Execution Date, upon which a further 25% legal and beneficial interest in the Red Earth Project will vest in NWPC,

(together the “Optioned Interest”),

if NWPC completes all of the above expenditures, it will earn an additional 50% interest in the Red Earth Project, which will give it a total interest of 60% in the Red Earth Property combined with the Initial Interest.

  1. Upon completion of all of the expenditures outlined in point 2 above, NWPC is permitted to exercise its option to acquire the further 50% interest in the Red Earth Project for no further consideration and upon exercise of the Option, the further 50% interest will be transferred to NWPC.

  2. Upon exercise of the Option, Saturn and NWPC will also enter into a royalty agreement, whereby Saturn will be entitled to a 7% FOB mine site royalty on all gross aggregate proceeds from sales of coal products from the Red Earth Project.

The agreement is subject to and conditional on Jameson obtaining shareholder approval in accordance with ASX Listing Rule 11.1.2 to perform the transaction contemplated by the Agreement. Jameson will seek shareholder approval for the acquisition at the Company’s upcoming Annual General Meeting.

Any enquiries regarding this announcement should be directed to Jameson’s Executive Director, John Holmes.

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John Holmes

The information pertaining to the ASX Announcement to which this statement is attached that relates to exploration results is based on information compiled by Mr John Holmes, who is a member of the Australian Institute of Geoscientists. Mr. Holmes is a full time employee of Jameson Resources Ltd and 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 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’. Mr. Holmes consents to the inclusion in the ASX Announcement of the matters based on his information in the form and context in which it

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