KING RIVER RESOURCES LIMITED — AGM Information 2009

Oct 8, 2009

NIPLATS AUSTRALIA LIMITED ABN 67 100 714 181

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT PROXY FORM AND INDEPENDENT EXPERT’S REPORT

Date and Time of Meeting

9.00am WST Thursday, 12 November 2009

Place of Meeting

Level 22, Allendale Square, 77 St Georges Terrace Perth, Western Australia

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

NIPLATS AUSTRALIA LIMITED ABN 67 100 714 181

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an Annual General Meeting of the Shareholders of NiPlats Australia Limited (ABN 67 100 714 181) (“ NiPlats ” or “ the Company ”) will be held at Level 22, Allendale Square, 77 St Georges Terrace, Perth, Western Australia at 9.00am WST on Thursday, 12 November 2009.

The Explanatory Statement that accompanies and forms part of this Notice of Annual General Meeting describes in more detail the matters to be considered.

AGENDA

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2009 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

Resolution 1: Adoption of Remuneration Report

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

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2009.”

Resolution 2: Approval for Acquisition of a Relevant Interest in Existing Shares by Mineral Securities Operations Limited (Receivers and Managers Appointed)

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

“That, for the purposes of item 7 of section 611 of the Corporations Act and for all other purposes, approval is given for Mineral Securities Operations Limited (Receivers and Managers Appointed) to acquire a relevant interest in 30,000,000 Shares through its acquisition of Mineral Securities Holdings Pty Ltd, on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Annual General Meeting.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 2 by:

(a) Mineral Securities Operations Limited (Receivers and Managers Appointed) and any of its associates; and

(b) Mineral Securities Holdings Pty Ltd (Receivers and Managers Appointed) and any of its associates. However, the Company will not disregard a vote if it is cast by such a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or if 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.

Resolution 3: Ratification of Previous Share Placement

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the prior issue and allotment of 5,000,000 Shares at an issue price of $0.20 per Share, on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Annual General Meeting.”

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Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 3 by a person who participated on the issue and any of their associates. However, the Company will not disregard a vote if it is cast by such a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or if 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.

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of Annual General Meeting and should be read in conjunction with it. Shareholders are specifically referred to the Glossary in Section 6 of the Explanatory Statement which contains definitions of capitalised terms used in this Notice of Annual General Meeting and the Explanatory Statement.

Proxies

• (a) A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy.

• (b) A proxy need not be a member of the Company.

• (c) A Shareholder may appoint a body corporate or an individual as its proxy.

• (d) A body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy.

• (e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

• (f) Proxy forms must be returned by no later than 48 hours before the Meeting (i.e. 9.00am on Tuesday, 10 November 2009) in accordance with the details set out on the proxy form.

The Proxy Form accompanying this Notice of Annual General Meeting provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that body corporate representative. The authority may be sent to the Company or its share registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 7pm (EST) on Tuesday, 10 November 2009. Transactions registered after that time will be disregarded in determining a person’s entitlement to attend and vote at the Annual General Meeting.

Enquiries

Please contact Managing Director Richard Wolanski by telephone on (08) 9221 8055 if you have any queries in relation to this Notice of Annual General Meeting or the Explanatory Statement.

BY ORDER OF THE BOARD

==> picture [113 x 52] intentionally omitted <==

Richard Wolanski Managing Director NiPlats Australia Limited Dated: 9 October 2009

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NIPLATS AUSTRALIA LIMITED ABN 67 100 714 181

EXPLANATORY STATEMENT

1. INTRODUCTION

The Explanatory Statement is intended to provide Shareholders with all information known to the Directors of NiPlats Australia Limited (ABN 67 100 714 181) (“ NiPlats ” or “ the Company ”) which is material to a decision on how to vote on the Resolutions to be considered at the Company’s Annual General Meeting to be held at Level 22, Allendale Square, 77 St Georges Terrace, Perth, Western Australia at 9.00am on Thursday, 12 November 2009.

This Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Please refer to the glossary of terms contained in Section 6 of this Explanatory Statement which contains definitions of capitalised terms used in this Explanatory Statement.

2. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2009 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

In accordance with amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in reducing the Company’s printing costs.

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at www.niplats.com.au.

3. RESOLUTION 1 – REMUNERATION REPORT

The Corporations Act requires that, as NiPlats is a listed company, a resolution that the remuneration report be adopted must be put to Shareholders at the Meeting. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ended 30 June 2009.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

4. RESOLUTION 2 – APPROVAL FOR ACQUISITION OF A RELEVANT INTEREST IN EXISTING SHARES BY MINERAL SECURITIES OPERATIONS LIMITED (RECEIVERS AND MANAGERS APPOINTED)

4.1 Background to Resolution 2

Resolution 2 seeks Shareholder approval to the acquisition by Mineral Securities Operations Limited (Receivers and Managers Appointed) (“ MinSec Operations”) of a relevant interest in 30,000,000 existing Shares in the Company (“Sale Shares”) through its acquisition of Mineral Securities Holdings Pty Ltd

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(Receivers and Managers Appointed) (“MinSec Holdings”). The Sale Shares comprise approximately 37.59% of NiPlats’ issued Shares.

MinSec Operations is a wholly owned subsidiary of ASX listed company Cape Lambert Iron Ore Ltd (“CFE” or “Cape Lambert”).

All of the issued capital of MinSec Holdings is held by CopperCo Limited (In Liquidation) (Receivers and Managers Appointed) (“CopperCo”). MinSec Holdings holds all of the Sale Shares.

MinSec Holdings was previously owned by MinSec Operations. MinSec Operations was previously a wholly owned subsidiary of Mineral Securities Ltd (“MinSec”). MinSec was listed on ASX until it was the subject of a successful takeover offer by CopperCo which completed in or about September 2008. In November 2008, CopperCo and some of its subsidiaries, including MinSec Holdings, entered into voluntary administration. Receivers and managers were subsequently appointed.

On 7 May 2009, agreements were executed to effect the acquisition by CFE (or entities associated with CFE) (“Cape Lambert Group”) of 100% of the issued capital of MinSec. As a result of the proposed acquisition, among other things, the Cape Lambert Group would have acquired a greater than 20% interest in four listed entities (“ASX Listed Entities”), including NiPlats (the interest in NiPlats being the Sale Shares) (“Downstream Acquisitions”). Cape Lambert sought various relief from ASIC and subsequently the Takeovers Panel, such that the Downstream Acquisitions would not be in contravention of section 611 of the Corporations Act. Such relief was not obtained.

As a consequence of the relief referred to above not being obtained, MinSec Operations, MinSec Holdings and CopperCo agreed, pursuant to a restructuring agreement dated 29 June 2009 (“Restructuring Proposal”), to undertake a restructure to ensure the Cape Lambert Group did not acquire more than 19.99% of any of the ASX Listed Entities. On 8 October 2009, CopperCo (being the parent company of MinSec Holdings) entered into an agreement with MinSec Operations, pursuant to which CopperCo has agreed to dispose of 100% of the issued share capital of MinSec Holdings (being the entity that holds the Sale Shares) to MinSec Operations (“Sale Agreement”).

As disclosed in the Annual Report of CFE, lodged with ASX on 30 September 2009, the Cape Lambert Group acquired a suite of assets from CopperCo on 29 June 2009, the total consideration for which was $135.1 million. CFE attributed a value to the Sale Shares of $5.1 million, which amounts to approximately 2.65% of the value attributed to the net assets acquired.

CopperCo is in liquidation and MinSec Holdings remains in receivership. On 29 June 2009 completion of all other material aspects of the acquisition of MinSec by the Cape Lambert Group, and the Restructuring Proposal, occurred. Therefore, MinSec and MinSec Operations are now wholly owned subsidiaries of CFE.

Pursuant to the Restructuring Proposal, in the event that the receivers and managers of CopperCo agree to dispose of the Sale Shares to a third party, the Cape Lambert Group shall receive the proceeds from such sale.

The Sale Agreement is subject to and conditional on the Shareholders approving the terms of the Sale Agreement for the purposes of item 7 of section 611 of the Act.

4.2 Item 7 of Section 611 of the Corporations Act

Section 606 of the Corporations Act provides that a person may not acquire a relevant interest in voting shares in a company above 20% unless the acquisition is covered by one of the exceptions set out in section 611 of the Corporations Act. One of the exceptions is contained in item 7 of section 611 which permits an acquisition previously approved by shareholders at a general meeting of the company.

The voting power of a person in a body corporate is determined under section 610 of the Corporations Act. The calculation of a person’s voting power in a company involves determining the voting shares in the Company in which the person and the person’s associates have a relevant interest.

A person has a relevant interest in securities if they:

• (a) are the holder of the securities;

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• (b) have the power to exercise, or control the exercise of, a right to vote attached to the securities; or

• (c) have the 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.

A person (“second person”) will be an associate of another person (“first person”) if:

• (a) the first person is a body corporate and the second person is:

• (i) a body corporate the first person controls;

• (ii) a body corporate that controls the first person; or

• (iii) a body corporate that is controlled by an entity that controls the first person;

• (b) the second person has entered or proposes 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

• (c) the second person is a person with whom the first person acts or proposes to act in concert in relation to the Company’s affairs.

On completion of the Sale Agreement, the Cape Lambert Group will have a relevant interest of approximately 37.59% in the Company. Accordingly, the Sale Agreement is subject to and conditional on Shareholders approving the Sale Agreement for the purposes of item 7 of section 611 of the Corporations Act. MinSec Operations does not currently have a relevant interest in the Company.

The information required by Shareholders to make a decision whether to approve Resolution 2 for the purposes of item 7 of section 611 of the Corporations Act is set out in this Explanatory Statement.

4.3 Summary of Terms of Sale Agreement

CopperCo and MinSec Operations entered into the Sale Agreement on 8 October 2009. The material terms of the Sale Agreement are as follows:

• (a) Subject to and conditional on Shareholders passing Resolution 2, MinSec Operations will acquire all of the issued share capital of MinSec Holdings from CopperCo in consideration for:

• (i) all of MinSec Operations’ rights in relation to issued share capital of MinSec Holdings under the Restructuring Proposal being cancelled; and

• (ii) all of CopperCo’s obligations in relation to the issued share capital of MinSec Holdings under the Restructuring Proposal being discharged.

• (b)

• If Shareholder approval is not granted, the Sale Agreement will terminate.

• (c) Completion of the sale and purchase of MinSec Holdings will occur as soon as practicable after the Meeting and in any event, no later than 5 Business Days after the Meeting.

No other contract or proposed contract is conditional upon, or directly or indirectly dependent on, Shareholder approval to Resolution 2.

4.4 Independent Expert’s Report

The Company has obtained an Independent Expert’s Report in respect of the transaction contemplated by Resolution 2 from Stantons International Pty Ltd. A copy of the Report is annexed to and forms part of this Explanatory Statement and is marked Annexure A (“Report”).

The Report comments on the fairness and reasonableness of the transaction to the Unrelated Shareholders. The Report concludes that the transaction contemplated by Resolution 2 is reasonable but not fair to the Unrelated Shareholders. This conclusion is provided on the basis that the valuation of mineral interests can be extremely subjective as it involves assumptions regarding future events that are not capable of independent substantiation. In the absence of formal valuations of the Company’s

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mineral assets, the expert is unable to determine whether the proposal is fair and as a result, the Report is required to conclude that the proposal is not fair.

Shareholders are urged to read the Report carefully before making a decision as to how to vote on Resolution 2.

4.5 Effect of Resolution 2

As at the date of this Explanatory Statement, the Company has the following securities on issue:

Number	Class
79,800,000	Ordinary fully paid shares
5,000,000	Class A options exercisable at 20 cents expiring 30 June 2012
200,000	Class B options exercisable at 45 cents expiring 31 March 2013
100,000	Class C options exercisable at 50 cents expiring 30 June 2012
100,000	Class D options exercisable at 65 cents expiring 30 June 2012
100,000	Class E options exercisable at 80 cents expiring 30 June 2012

Resolution 2 relates to 30,000,000 existing Shares on issue in the Company. If Shareholders approve Resolution 2, the issued capital of the Company will not change. However, MinSec Operations will have a relevant interest in a substantial number of Shares in the Company who, together with its associates, may be in a position to exercise significant influence in respect of the Company and its operations because of its shareholding.

Additionally, the acquisition may deter other potential bidders from making a takeover bid for the Company or may mean that in the future the Cape Lambert Group will make a takeover bid for the remaining Shares in NiPlats.

If Shareholders do not approve Resolution 2, the Sale Agreement will terminate and, as a result of the current holder of the Sale Shares and its ultimate parent company (MinSec Holdings and CopperCo respectively) being in receivership and liquidation and receivership respectively, uncertainty will remain as to the beneficial ownership of the Sale Shares.

4.6 Information Required by ASIC Regulatory Guide 74 and Section 611 of the Corporations Act

(a) The Identity of the Purchaser

As a result of the transaction contemplated by the Sale Agreement, MinSec Operations will acquire a relevant interest in the Sales Shares. MinSec Operations is a wholly owned subsidiary of CFE, a company listed on ASX. As a result of the proposed acquisition of MinSec Holdings, the following entities will acquire a relevant interest in the Shares of the Company above 20%.

Name	Relationship to MinSec Holdings
MinSec Holdings	Not applicable
CFE	Parent company
Cape Lambert MinSec Pty Ltd	Wholly owned subsidiary of CFE
Mineral Securities Limited	Wholly owned subsidiary of Cape Lambert MinSec Pty Ltd
MinSec Investments (BVI) Limited	Wholly owned subsidiary of Mineral Securities Limited
Mineral Securities Investments (Australia) Pty Ltd	Wholly owned subsidiary of MinSec Investments (BVI) Limited which holds 100% of the issue share capital of MinSec Operations
MinSec Operations	Wholly owned subsidiary of Mineral Securities Investments (Australia) Pty Ltd which will hold 100% of the issue share capital of MinSec Holdings

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(b) The Number and Percentage of Shares which the Purchaser will be entitled to before and after the Acquisition

None of MinSec Operations, its associates or any other member of the Cape Lambert Group has a relevant interest in the Company as at the date of this Explanatory Statement.

If Resolution 2 is passed and MinSec Operations acquires a relevant interest in the Sale Shares through its acquisition of MinSec Holdings, the voting power of MinSec Operations, its associates and the Cape Lambert Group in the Company will increase from nil to 37.59% and the relevant interest of MinSec Operations, its associates and the Cape Lambert Group will increase from nil to 30,000,000 Shares.

(c) Identity, Association and Qualifications of any Proposed Director

No change to the composition of the Board is currently contemplated by the Cape Lambert Group or the Company.

(d) Future Intentions of the Cape Lambert Group

The Cape Lambert Group has indicated that its intentions in this section are based on the information regarding the Company and the general business environment which are known to it as at the date of this Explanatory Statement. Any future decisions made by the Cape Lambert Group will be made based on all material circumstances and information available at that time. If circumstances change or new information becomes available in the future, the Cape Lambert Group’s intentions may change accordingly.

On completion of the Sale Agreement, the Cape Lambert Group will have a relevant interest of approximately 37.59% in the Company. The Cape Lambert Group does not intend to:

• (i) make any significant changes to the business of the Company;

• (ii) inject any capital into the Company;

• (iii) make any changes to the future employment of the existing employees of the Company;

• (iv) have any property transferred from the Company to any member of the Cape Lambert Group or from any member of the Cape Lambert Group to the Company;

• (v) redeploy the fixed assets of the Company; or

• (vi) significantly change the financial or dividend policies of the Company.

Additional information required by ASIC Regulatory Guide 74 and section 611 of the Corporations Act is set out throughout this Explanatory Statement.

4.7 Directors’ Recommendation

The current Directors of the Company are Anthony Barton, Richard Wolanski and Derek Carew-Hopkins. None of the Directors has a material personal interest in the outcome of Resolution 2. All of the Directors voted in favour of the proposal to put Resolution 2 to Shareholders and recommend that Shareholders vote in favour of Resolution 2, on the basis that:

• (a) they do not consider there to be any material adverse consequences to Shareholders as a result of the acquisition of a relevant interest in the Sale Shares by MinSec Operations through its acquisition of MinSec Holdings; and

• (b) the Sale Shares constitute a significant portion of NiPlats’ Share capital. The current holder of the Sale Shares, MinSec Holdings, is in receivership. The proposed acquisition will provide certainty to the Unrelated Shareholders as to the beneficial ownership of the Sale Shares and the intentions of the Company’s most substantial Shareholder in respect of the Company’s operations going forward.

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5. RESOLUTION 3 – RATIFICATION OF PREVIOUS SHARE PLACEMENT

5.1 Background to Resolution 3

On 20 August 2009, the Company announced a placement of 5,000,000 Shares at 20 cents each to professional and sophisticated investors to raise $1,000,000. Prior Shareholder approval to the placement was not required.

5.2 Listing Rule 7.4

Pursuant to Resolution 3, the Company is seeking Shareholder ratification of the placement for the purposes of Listing Rule 7.4. ASX Listing Rule 7.1 provides that (subject to certain exceptions, none of which are relevant) prior approval of Shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of the shares on issue at the commencement of that 12 month period. ASX Listing Rule 7.4 provides that where a company ratifies a prior issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing that company’s 15% capacity and enabling it to issue further securities up to that limit.

5.3 Information Regarding Share Placement

The following information is provided to Shareholders for the purposes of obtaining Shareholder approval to the prior placement of 5,000,000 Shares pursuant to Listing Rule 7.4.

• (a) Number of securities allotted

• 5,000,000 Shares

• (b) Price at which securities were issued

• $0.20 per Share

• (c) Terms of the securities

Ordinary fully paid shares

• (d) Basis on which allottees were determined

The allottees were professional and sophisticated investors exempt from the disclosure requirements under the Corporations Act. None of the allottees were related parties or associates of the Company.

• (e) Intended use of funds raised

$1,000,000 was raised by the issue of the Shares. Those funds are intended to be used for the Company’s 2009 exploration program. The key objectives of the program include a vanadium pre-feasibility study, which is intended to upgrade and materially increase the existing vanadium resource, and a fluorite pre-feasibility study, which is intended to increase the size of the fluorite resource. The program is also intended to test platinum group elements.

The 2009 exploration program consists upgrading station tacks and establishing drill site access, RC drilling, diamond core drilling, geological mapping, soil sampling and a gravity survey program.

Full details of the program were announced on 19 August 2009.

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6. GLOSSARY

In this Explanatory Statement the following terms have the meaning set out below, unless the context requires otherwise:

ASIC	Australian Securities and Investments Commission.
Associate	The meaning given in the Corporations Act.
Annexure	An annexure to this Explanatory Statement.
Board	The board of Directors.
Business Day	A day, excluding a Saturday, Sunday or public holiday in Perth, Western
	Australia, on which banks are generally open for business.
CFEorCape Lambert	Cape Lambert Iron Ore Ltd (ACN 095 047 920).
Cape Lambert Group	CFE, MinSec Operations, MinSec Holdings, Cape Lambert MinSec,
	MinSec, MinSec Investments (BVI) Limited and Mineral Securities
	Investments (Australia) Pty Ltd.
Cape Lambert MinSec	Cape Lambert MinSec Pty Ltd (ACN 136 930 204).
Company or NiPlats	NiPlats Australia Limited (ABN 67 100 714 181).
CopperCo	CopperCo Limited (In Liquidation) (Receivers and Managers Appointed)
	(ACN 004 434 904).
Corporations Act	The Corporations Act 2001 (Commonwealth).
Director	A director of NiPlats.
Meeting	The Annual General Meeting of the Company to be held on Thursday, 12
	November 2009.
MinSec	Mineral Securities Limited (ACN 124 546 443).
MinSec Holdings	Mineral Securities Holdings Pty Ltd (Receivers and Managers Appointed)
	(ACN 092 525 614).
MinSec Operations	Mineral Securities Operations Limited (Receivers and Managers
	Appointed) (ACN 091 158 593).
Notice of Annual General	The notice convening the Meeting, which accompanies this Explanatory
Meeting	Statement.
Relevant Interest	The meaning given in the Corporations Act.
Report	The Independent Expert’s Report and Financial Services Guide obtained
	from Stantons International Pty Ltd in respect of the transactions
	contemplated by Resolution 2 dated 6 October 2009 and contained in
	Annexure A.
Resolutions	The resolutions set out in the Notice of Annual General Meeting.
Sale Agreement	The agreement between CopperCo and MinSec Operations dated 8
	October 2009, pursuant to which MinSec Operations has agreed to
	acquire MinSec Holdings and CopperCo has agreed to transfer all of the
	issued share capital of MinSec Holdings.

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Share A fully paid ordinary share in the capital of the Company. Shareholder The registered holder of a Share in the Company. Unrelated Shareholders The Shareholders, other than: (a) the Cape Lambert Group and its associates; and (b) MinSec Holdings and its associates.

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PROXY FORM

The Company Secretary NiPlats Australia Limited GPO Box Z5518 St Georges Terrace Perth WA 6831 Facsimile: (08) 9221 7866

Shareholder Details

Name: ………………………………………………………………………………………………………………………………………………………………….

Address: ………………………………………………………………………………………………………………………………………………………………. Contact Telephone No: ………………………………………………………………………………………………………………………………………………. Contact Name (if different from above): …………………………………………………………………………………………………………………………….

Appointment of Proxy

I/We being a shareholder/s of NiPlats Australia Limited and entitled to attend and vote at Annual General Meetings hereby appoint the following proxy/proxies to attend and act on my/our behalf and to vote in accordance with my/our following directions at the Annual General Meeting of NiPlats Australia Limited to be held at Level 22, Allendale Square, 77 St Georges Terrace, Perth Western Australia 6000 on Thursday, 12 November 2009 at 9.00am (WST) and at any adjournment of that meeting.

The Chairman of the meeting (mark with an ‘X’) OR

If the person you are appointing as your proxy is someone other than the Chairman of the meeting: Write the name of that person in the box below.

You must specify the % of your votes that you authorise your % proxy to exercise if: (a) you have only appointed 1 proxy and do not want If you hold 2 or more Shares in NiPlats Australia Limited, you may appoint a second him/her to exercise all of your votes; or proxy. (b) if you have appointed 2 proxies under this proxy form. Write the name of your second proxy in the box below. %

If you do not name a proxy or your named proxy fails to attend the meeting, the Chairman of the meeting will be appointed as your proxy to attend and act on your behalf and to vote in accordance with the following directions at the Annual General Meeting of NiPlats Australia Limited to be held at Level 22, Allendale Square, 77 St Georges Terrace, Perth Western Australia on Thursday, 12 November 2009 at 9.00am (WST) and at any adjournment of that meeting.

Voting directions to your proxy - Please mark only one of the boxes with an “X” for the resolution to indicate your directions.

Business For Against Abstain

Resolution	1	Adoption of Remuneration Report (advisory only)
Resolution	2	Approval for Acquisition of a Relevant Interest in Existing
		Shares by Mineral Securities Operations Limited (Receivers and
		Managers Appointed)
Resolution	3	Ratification of Previous Share Placement

Note: If you mark the “Abstain” box with an “x”, you are directing your proxy not to vote on your behalf on a show of hands or on a poll.

PLEASE SIGN HERE This sectionmust Individual or Shareholder 1 Sole Director and Sole Company Secretary	be signed in accordance with the instructions overleaf to e Shareholder 2 Director	nable your directions to be implemented Shareholder 3
		Director/Company Secretary

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How to complete this Proxy Form

1 Your Name and Address

Please print your name and address as it appears on your holding statement and the Company’s share register. If Shares are jointly held, please ensure the name and address of each joint Shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company.

3 Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, please write the name of that person. To appoint a second proxy you must state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If the Proxy Form does not specify a percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

5 Signing Instructions

You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the shareholders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the company’s share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission.

6 Lodgment of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting. i.e. no later than 9.00am (WST) on Tuesday, 10 November 2009. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent to the Company at GPO Box Z5518 St Georges Terrace Perth WA 6831 or sent by facsimile to (08) 9221 7866.

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Annexure A

INDEPENDENT EXPERT’S REPORT

RESOLUTION 2

APPROVAL FOR ACQUISITION OF A RELEVANT INTEREST IN EXISTING SHARES BY MINERAL SECURITIES OPERATIONS LIMITED (RECEIVERS AND MANAGERS APPOINTED)

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6 October 2009

The Directors NiPlats Australia Limited Level 22, Allendale Square 77 St Georges Terrace PERTH WA 6000

Dear Sirs

• RE: NIPLATS AUSTRALIA LIMITED ABN 67 100 714 181 (“NIPLATS” OR “THE COMPANY”) - INDEPENDENT EXPERT’S REPORT PURSUANT TO SECTION 611 (ITEM 7) OF THE CORPORATIONS ACT 2001 (“TCA”) RELATING TO THE PROPOSAL FOR MINERAL SECURITIES OPERATIONS LIMITED (RECEIVERS AND MANAGERS APPOINTED) TO ACQUIRE A RELEVANT INTEREST IN 30,000,000 SHARES IN NIPLATS

1. Introduction and Background

• 1.1 We have been requested by the Directors of NiPlats to prepare an Independent Expert’s Report in accordance with Section 611 (Item 7) of TCA on the fairness and reasonableness of resolution 2 to the Notice of Meeting (“Notice”).

• 1.2 Resolution 2 seeks Shareholder approval to the acquisition by Mineral Securities Operations Limited (Receivers and Managers Appointed) (“MinSec Operations”) of a relevant interest in 30,000,000 existing Shares in the Company (“Sale Shares”) through its acquisition from Mineral Securities Holdings Pty Ltd (Receivers and Managers Appointed) (“MinSec Holdings”). Minsec Holdings holds 100% of the Sale Shares which comprise approximately 37.59% of NiPlats’ issued Shares after allowing for the placement of 5,000,000 shares at 20 cents each announced to the market on 20 August 2009.

MinSec Operations is a wholly owned subsidiary of ASX listed Cape Lambert Iron Ore Ltd (“CFE”).

All of the issued capital of MinSec Holdings is held by CopperCo Limited (Receivers and Managers Appointed) (In Liquidation) (“CopperCo”). MinSec Holdings was previously owned by Minsec Operations. MinSec Operations was a wholly owned subsidiary of Mineral Securities Ltd (“MinSec”). MinSec was listed on ASX until it was the subject of a successful takeover offer by CopperCo which completed in or about September 2008. In November 2008, CopperCo and some of its subsidiaries, including MinSec Holdings, entered into voluntary administration. Receivers and managers were subsequently appointed. CopperCo entered into Liquidation in June 2009.

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On 7 May 2009, agreements were executed to effect the acquisition by CFE (or entities associated with CFE) (“Cape Lambert Group”) of 100% of the issued capital of MinSec. As a result of the proposed acquisition, among other things, the Cape Lambert Group would have acquired a greater than 20% interest in four listed entities (“ASX Listed Entities”), including NiPlats (the interest in NiPlats being the Sale Shares) (“Downstream Acquisitions”). The Cape Lambert Group sought various relief from ASIC and subsequently the Takeovers Panel, such that the Downstream Acquisitions would not be in contravention of section 611 of the Corporations Act. Such relief was not obtained.

As a consequence of the relief referred to above not being obtained, MinSec Operations and the CopperCo Receivers agreed, pursuant to a restructuring agreement dated 29 June 2009 (“Restructuring Proposal”), to undertake a restructure to ensure the Cape Lambert Group did not acquire more than 19.99% of any of the ASX Listed Entities. CopperCo (being the parent entity of Minsec Holdings) has entered into an agreement with MinSec Operations, pursuant to which CopperCo has agreed to dispose of all of the issued capital in Minsec Holdings (the holder of the Sale Shares) to MinSec Operations (“Sale Agreement”).

CopperCo is in liquidation and MinSec Holdings remains in receivership. Completion of all other material aspects of the acquisition of MinSec by the Cape Lambert Group, and the Restructuring Proposal, occurred on 29 June 2009. Therefore, Minsec and Minsec Operations are now wholly owned subsidiaries of CFE.

Pursuant to the Restructuring Proposal, in the event that the CopperCo Receiver agrees to dispose of the Sale Shares to a third party, the Cape Lambert Group shall receive the proceeds from such sale.

The Sale Agreement is subject to and conditional on the Shareholders approving the terms of the Sale Agreement for the purposes of item 7 of section 611 of the Act.

• 1.3 Under Section 606 of TCA, a person must not acquire a relevant interest in issued voting shares in a company if because of the transaction, that persons or someone else's voting power in the company increases:

• (a) From 20% or below to more than 20%; or

• (b) From a starting point that is above 20% and below 90%.

Under Section 611 (Item 7) of TCA, Section 606 does not apply in relation to any acquisition of shares in a company approved by resolution passed at a general meeting at which no votes were cast in favour of the resolution by the acquirer or the disposer or their respective associates. An independent expert is required to report on the fairness and reasonableness of the transaction pursuant to a Section 611 (Item 7) meeting.

• 1.4 If the acquisition by Minsec Operations of a relevant interest in the 30,000,000 NiPlats shares (as noted above, described as the Sale Shares) through the acquisition of all of the shares in Minsec Holdings) proceeds Minsec Operations will have a relevant shareholding interest in NiPlats of approximately 37.59%. Therefore a notice prepared in relation to a meeting of shareholders convened for the purposes of Section 611 (Item 7) of TCA should be accompanied by an Independent Expert's Report stating whether it is fair and reasonable for Minsec Operations to acquire a relevant interest in the 30,000,000 Sale Shares in NiPlats

Au: NIP5059A/ IER NiPlats re Cape Lambert Section 611

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to take an approximate 37.59% shareholding interest in NiPlats. The proposal by Minsec Operations for the purposes of this report is to be known as the NiPlats Transaction.

• 1.5

Apart from this introduction, this report considers the following:

• Summary of opinion

• Implications of the proposal

• Corporate history and nature of business

• Future direction of NiPlats

• Fairness and reasonableness of the proposals

• Conclusion as to fairness and reasonableness

• Sources of information

• Appendix A and Financial Services Guide

• 1.6 In determining the fairness and reasonableness of the NiPlats Transaction, we have had regard for the definitions set out by the Australian Securities and Investments Commission (“ASIC”) in its Regulatory Guide 111, “Content of Expert Reports”. Regulatory Guide 111 states that an opinion as to whether an offer is fair and/or reasonable shall entail a comparison between the offer price and the value that may be attributed to the securities under offer (fairness) and an examination to determine whether there is justification for the offer price on objective grounds after reference to that value (reasonableness). The concept of “fairness” is taken to be the value of the offer price, or the consideration, being equal to or greater than the value of the securities in the above mentioned offer. Furthermore, this comparison should be made assuming 100% ownership of the “target” and irrespective of whether the consideration is scrip or cash. An offer is “reasonable” if it is fair. An offer may also be reasonable, if despite not being ”fair”, there are sufficient grounds for security holders to accept the offer in the absence of any higher bid before the close of the offer. It also states that, where an acquisition of shares by way of an allotment is to be approved by shareholders pursuant to Section 611 (Item 7) of TCA, it is desirable to commission a report by an independent expert stating whether or not the proposal is fair and reasonable, having regards to the proposed allottees and whether a premium for potential control is being paid by the allottees.

Accordingly, our report relating to the NiPlats Transaction where Minsec Operations can obtain a relevant interest in an approximate 37.59% shareholding in NiPlats is concerned with the fairness and reasonableness of the proposals with respect to the existing non-associated shareholders of NiPlats and whether Minsec Operations is paying a premium for control.

• 1.7 In our opinion, the proposal as outlined in resolution 2 is on balance, reasonable to the non-associated shareholders of NiPlats. The valuation of mineral interests can be extremely subjective as it involves assumptions regarding future events that are not capable of independent substantiation. In the absence of formal valuations on the mineral assets of NiPlats, we are unable to determine whether the proposal under resolution 2 is fair.

As NiPlats is a listed entity, under ASX guidelines, we are required to state under such circumstances that the proposal pursuant to resolution 2 is not fair.

We are not reporting on the merits or otherwise of any other Resolutions outlined in the Notice and Explanatory Statement.

Au: NIP5059A/ IER NiPlats re Cape Lambert Section 611

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2. Implications of the Proposals

• 2.1 As at 31 July 2009, there were 74,800,000 ordinary fully paid shares on issue in NiPlats (refer below for issue of 5,000,000 new shares). The significant fully paid shareholders as at 30 June 2009 based on the top 20 shareholders list were believed to be:

	No. of fully	% of issued
	paid shares	fully paid
		Shares
Mineral Securities Holdings Pty Ltd	30,000,000	40.11
AP & CH Barton	2,400,000	3.21
Australian Heritage Group Pty Ltd	2,203,750	2.95
First Island Trustees Limited	1,500,000	2.01
Anthony P & CH Barton	1,422,750	1.90
Australian Heritage Group Pty Ltd	1,350,000	1.80
	38,876,500	51.98

The top 20 shareholders at 30 June 2009 owned approximately 72.38% of the ordinary issued capital of the Company. Subsequent to 30 June 2009, the Company announced the placement of 5,000,000 shares at 20 cents each to raise a further $1,000,000. The 5,000,000 shares were issued on 14 September 2009 and thus NiPlats now has 79,800,000 shares on issue.

2.2 Following the issue of the 5,000,000 shares noted above, the Company has the following securities on issue:

Number	Class
79,800,000	Ordinary fully paid shares
5,000,000	Class A options exercisable at 20 cents expiring 30 June 2012
200,000	Class B options exercisable at 45 cents expiring 30 June 2013
100,000	Class C options exercisable at 50 cents expiring 30 June 2012
100,000	Class D options exercisable at 65 cents expiring 30 June 2012
100,000	Class E options exercisable at 80 cents expiring 30 June 2012

Resolution 2 relates to 30,000,000 existing Shares on issue in the Company. If Shareholders approve Resolution 2, the issued capital of the Company will not change. However, Minsec Operations will have a relevant interest in a substantial number of Shares in the Company will be held by a new Shareholder (Cape Lambert MinSec) and Minsec Operations who, together with its associates, may be in a position to exercise significant influence in respect of the Company and its operations because of its shareholding.

If Shareholders do not approve Resolution 2, the Sale Agreement will terminate and, as a result of the current holder of the Sale Shares and its ultimate parent company (MinSec Holdings and CopperCo respectively) being in administration and receivership, uncertainty will remain as to the beneficial ownership of the Sale Shares.

Au: NIP5059A/ IER NiPlats re Cape Lambert Section 611

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• 2.3 The current Board of Directors is not expected to change in the near future as a result of the NiPlats Transaction.

3.

Corporate History and Nature of Business

• 3.1 NiPlats is a listed mineral exploration company on the ASX since September 2007 following an IPO. Its significant assets at 30 June 2009 as noted in announcements to the ASX are:

• Cash at bank (net) of $1,365,000 (subsequently made a placement to raise a further $1,000,000).

• Interests in a large vanadium project with an indicated and inferred resource totalling 851 million tonnes at 0.32% in the East Kimberly of Western Australia. A Vanadium Pre-feasibility Study Programme has been undertaken.

• Interests in the Speewah Dome Fluorite project in the East Kimberly. The tenements contain a fluorite deposit with Indicated and Inferred Resources totalling 5.5 million tonnes at 24.5%. A Fluorite Pre-feasibility Study Programme has been undertaken.

Further details are in announcements made by NiPlats to the ASX.

4.

Future Directions of NiPlats

• 4.1 We have been advised by the directors and management of NiPlats that:

• There are no proposals currently contemplated either whereby NiPlats will acquire any properties or assets from the Cape Lambert Group or sell any properties or assets to the Cape Lambert Group;

• The composition of the Board will not change in the short term;

• The Company plans to raise further working capital in the near future and preliminary estimates are a $2,000,000 capital raising;

• No dividend policy has been set and it is not proposed to be set until such time as the Company is profitable and has a positive cash flow; and

• The Company will endeavour to enhance the value of its interests in its existing mineral assets.

5.

PREMIUM FOR CONTROL

• 5.1 Premium for control for the purposes of this report, has been defined as the difference between the price per share, which a buyer would be prepared to pay to obtain or improve a controlling interest in the Company and the price per share which the same person would be required to pay per share, which does not carry with it control or the ability to improve (increase) control of the Company.

• 5.2 Under TCA, control may be deemed to occur when a shareholder or group of associated shareholders control more than 20% of the issued capital. As noted above, the Cape Lambert Group’s interest in NiPlats would increase from nil% to approximately 37.59% (30,000,000 Sale Shares). Accordingly, we have addressed whether premiums for control will be paid.

• 5.3 In effect control is passing from the CopperCo Group (via a shareholding in NiPlats shares held by Minsec Holdings) to Minsec Operations, a wholly owned subsidiary of Cape Lambert whose shares are listed/quoted on the ASX. The relevant interest in the shareholding of 37.59% merely changes hand. In the 3 months prior to 7 May 2009, the shares in NiPlats traded on the ASX at between 7.5 cents and

Au: NIP5059A/ IER NiPlats re Cape Lambert Section 611

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25 cents. The low prices were in January 2009 and following positive announcements on the vanadium project in early February 2009, the share price started to rise to above 15 cents and reached a high of 25 cents in late April 2009 (per ASX information). As noted in paragraph 1.2 above, initially the acquisition of the Sale Shares (by way of a Downstream Acquisition) was part of an overall acquisition of the shares in Minsec and the acquisition of certain mining assets from CopperCo. As disclosed in the Annual Report of CFE, lodged with ASX on 30 September 2009, the Cape Lambert Group acquired a suite of assets from CopperCo on 29 June 2009, the total consideration for which was $135.1 million. CFE attributed a value to the Sale Shares of $5.1 million, which amounts to approximately 2.65% of the value attributed to the net assets acquired. The 29 June 2009 share price of a NiPlats share trading on ASX approximated 17 cents. It is noted that between 1 May 2009 and to 29 June 2009, the NiPlats shares trading on the ASX traded between 16.5 cents and 26 cents with the share price being 25 cents on 7 May 2009, the date the Cape Lambert Group entered into agreements to acquire 100% of Minsec and 17 cents on 29 June 2009, the date of the Restructuring Proposal as noted in paragraph 1.2 of this report.

No formal valuation of NiPlats has been undertaken and under the circumstances attributable to the Cape Lambert Group, CopperCo and Minsec and how Minsec Operations is to obtain a relevant interest in the 30,000,000 Sale Shares, it is not considered necessary to obtain a formal valuation of NiPlats for the purposes of this report.

The share prices since January 2009 are noted above and particularly since February 2009, have traded in the main above 17 cents per share. Over the past several weeks due to positive announcements made by the Company to the ASX, the shares have risen above 20 cents and the last sale price on 5 October 2009 was 51 cents. The underlying value of NiPlats and the future share price of a NiPlats share are dependent on:

• The future commercialisation of the existing mineral interests and in particular the vanadium project and the fluorite project in the East Kimberley area of Western Australia;

• The state of the vanadium, fluorite and base metal markets (and prices) and foreign exchange rates;

• Cash position of NiPlats;

• The state of Australian and overseas stock markets;

• Membership and control of the Board;

• General economic conditions; and

• • Liquidity of shares in NiPlats.

It is noted that the book net asset backing as at 30 June 2009 approximates 10.9 cents per Share and the main assets disclosed in the consolidated Balance Sheet are net cash of $1,171,000 and capitalised exploration and evaluation costs of $6,920,000 relating to the vanadium and fluorite projects.

We note that the market has been informed of all of the current projects, joint ventures and farm in/farm out arrangements entered into between NiPlats and other parties. We also note it is not the present intention of the Directors of NiPlats to liquidate the Company and therefore any theoretical value based upon wind up value or even net book value, is just that, theoretical. The shareholders, existing and future, must acquire shares in NiPlats based on the market perceptions of what the market considers a NiPlats share to be worth. Conceptual in-house studies have indicated that the Vanadium/Fluorite projects are robust and allowing for discount for risk and the fact that no bankable feasibility studies have been completed indicate that that a theoretical value per share may be well in excess of

Au: NIP5059A/ IER NiPlats re Cape Lambert Section 611

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the current market price (now trading in the high 30's). However, it is too early to place a technical value on the vanadium and fluorite projects and thus the value of a share in NiPlats. The market has ascribed a current value as noted below.

• 5.4 In preparing a draft of this report in July 2009, the underlying value of a NiPlats share based on market perceptions probably lied in the range of 17 cents to 25 cents (noting that the last sale on 21 July 2009 was 18.5 cents and the price on 7 May 2009 and 29 June 2009 was 25 cents and 17 cents respectively). However, due to positive announcements made by the Company on its mineral prospects, the shares over the past several months to 5 October 2009 have consistently traded above 25 cents with a last sale on 5 October 2009 of 51 cents. It would appear that Minsec Operations may not necessarily be paying a premium for control. However it is noted that since January 2009, the NiPlats shares trading on the ASX have traded as low as 7.5 cents and only started to increase in value (above 17 cents) in February 2009 following positive announcements on its mineral projects. Since 1 June 2009 to late July 2009, the shares in NiPlats traded between 16.5 cents and 21 cents and as noted above have risen above 31 cents since 24 August 2009 and for the past several weeks have traded in the high 40’s to the low 50’s (with a one day high of 56 cents). It is also noted that the volumes of trades in NiPlats shares is extremely low and minor trades can affect the share price by a material amount. The Company will need to raise further substantial capital in the near future to continue exploration and evaluation of its vanadium/fluorite projects that in these economic times may lead to a capital raising at a discount to market. On 20 August 2009, the Company announced the placement of 5,000,000 shares at 20 cents each to raise $1,000,000. The discount to the market price the day before the announcement was approximately 30%. It is not uncommon to have discounts of 20% to 30% and sometimes even more.

• 5.5 We note that currently the Cape Lambert Group does not have Board control of NiPlats and at this stage there is no immediate plan to appoint nominees of the Cape Lambert Group to the Board of Directors of NiPlats, however this may change in the future.

• Fairness and Reasonableness of the NiPlats Transaction

• 6.1 We set out below some of the advantages, disadvantages and other factors pertaining to the proposed NiPlats Transaction.

Advantages

• 6.2 None of the Directors has a material personal interest in the outcome of Resolution 2. All of the Directors recommend that Shareholders vote in favour of Resolution 2, on the basis that:

• (a) they do not consider there to be any material adverse consequences to Shareholders as a result of the acquisition of a relevant interest in the Sale Shares by MinSec Operations; and

• (b) the Sale Shares constitute a significant portion of NiPlats’ Share capital. The current holder of the Sale Shares, MinSec Holdings, is in administration and receivership. The proposed acquisition will provide certainty to the Unrelated Shareholders as to the beneficial ownership of the Shares and the intentions of the Company’s most substantial Shareholder in respect of the Company’s operations going forward. The Directors do not consider that there will be any other adverse impact on the Company if Resolution 1 is not approved.

Au: NIP5059A/ IER NiPlats re Cape Lambert Section 611

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• 6.3 Having the Cape Lambert Group as a significant shareholder may be an incentive to the Cape Lambert Group to financially support NiPlats in future capital raisings although there is no assurance that this will occur. The Cape Lambert Group would be keen to ensure its investment in NiPlats is successful.

• 6.4 There is always the possibility that the Cape Lambert Group may in the future make a takeover bid for the remaining shares in NiPlats as it would already own 37.59% of the issued capital of NiPlats. See paragraph 6.7 below.

Disadvantages

• 6.5 If Shareholders do not approve Resolution 2, the Sale Agreement will terminate and, as a result of the current holder of the Sale Shares and its ultimate parent company (MinSec Holdings and CopperCo respectively) being in administration and receivership (Minsec Holdings) and Liquidation (CopperCo), uncertainty will remain as to the beneficial ownership of the Sale Shares. The Cape Lambert Group, as secured creditor of these entities, will be the beneficial owner of the Sale Shares as the liquidator has advised that the proceeds of the remaining asset sales will not satisfy the Cape Lambert Group secured debt

• 6.6 If Shareholders approve Resolution 2, the issued capital of the Company will not change. However, Minsec operations will acquire a relevant interest in a substantial number of Shares in the Company and Minsec Operations together with its associates, may be in a position to exercise significant influence in respect of the Company and its operations because of its shareholding.

• 6.7 By Minsec Operations acquiring a relevant interest in 37.59%of the issued capital of NiPlats, it may deter other potential bidders from making a takeover bid for the Company.

Other Factors

• 6.8 Control (as defined in the TCA) is merely being transferred from one shareholder (in administration) to a new potential shareholder that is controlled by CFE a public listed company on the ASX.

• 6.9 It is noted that the original cost of the 30,000,000 Sale Shares to the Minsec Group was $679,016 or 2.263 cents per share. The Minsec Group was a foundation and promoter shareholder of NiPlats and received the Sale Shares prior to the IPO Prospectus lodged by NiPlats in 2007.

7. Conclusion as to Fairness and Reasonableness

• 7.1 In our opinion, taking into account the matters noted in sections 5 and 6, the proposal as outlined in resolution 2 is on balance, reasonable to the shareholders of NiPlats. The valuation of mineral interests can be extremely subjective as it involves assumptions regarding future events that are not capable of independent substantiation. In the absence of formal valuations on the mineral assets of NiPlats, we are unable to determine whether the proposal under resolution 2 is fair.

As NiPlats is a listed entity, under ASX guidelines, we are required to state under such circumstances that the proposal pursuant to resolution 2 is not fair.

Au: NIP5059A/ IER NiPlats re Cape Lambert Section 611

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8. Sources of Information

• 8.1 In making our assessment as to whether the proposals under the NiPlats Transaction as outlined in paragraph 1.2 is fair and reasonable, we have reviewed relevant published available information and other unpublished information of the Company that is relevant to the current circumstances. In addition, we have held discussions with the management of NiPlats about the present and future operations of the Company. Statements and opinions contained in this report are given in good faith but in the preparation of this report, we have relied in part on information provided by the directors and management of NiPlats.

• 8.2 Information we have received includes, but is not limited to:

• Draft Notices of NiPlats and drafts of Explanatory Statement to Shareholders prepared in July, August and September 2009;

• Discussions with management and directors of NiPlats;

• Details of historical market trading of NiPlats ordinary fully paid shares recorded by ASX for the period 1 October 2008 to 5 October 2009;

• Shareholding details of NiPlats as supplied by the share registry as at 30 June 2009;

• Un-audited consolidated balance sheet of NiPlats as at 30 June 2009;

• Announcements made by NiPlats, Cape Lambert and CopperCo to the ASX from September 2007 to 5 October 2009;

• Audited financial statements of the CFE Group for the year ended 30 June 2009;

• The cash flow forecasts of NiPlats to 30 June 2010;

• Audited accounts of NiPlats for the year ended 30 June 2008 and 2009;and

• Internal conceptual values of the vanadium/fluorite projects.

8.3 Our report includes Appendices A and our Financial Services Guide attached to this report.

Yours faithfully

STANTONS INTERNATIONAL PTY LTD

(Trading as Stantons International Securities)

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J P Van Dieren - FCA Director

Au: NIP5059A/ IER NiPlats re Cape Lambert Section 611

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APPENDIX A

AUTHOR INDEPENDENCE AND INDEMNITY

This annexure forms part of and should be read in conjunction with the report of Stantons International Securities dated 6 October 2009, relating to the NiPlats Transaction whereby Minsec Operations may acquire a relevant interest in 30,000,000 Sale Shares in NiPlats to acquire a relevant interest in an approximate 37.59% shareholding interest in NiPlats as outlined in paragraph 1.2 of the report and resolution 2 in the Notice of Meeting to Shareholders to be distributed to shareholders in mid October 2009.

At the date of this report, Stantons International Securities does not have any interest in the outcome of the proposal. There are no relationships with NiPlats and the Cape Lambert Group other than acting as an independent expert for the purposes of this report. There are no existing relationships between Stantons International Securities and the parties participating in the transaction detailed in this report which would affect our ability to provide an independent opinion. The fee to be received for the preparation of this report is based on the time spent at normal professional rates plus out of pocket expenses and is estimated at $10,000. The fee is payable regardless of the outcome. With the exception of the fee, neither Stantons International Securities nor John P Van Dieren have received, nor will, or may they receive, any pecuniary or other benefits, whether directly or indirectly, for or in connection with the making of this report.

Stantons International Securities does not hold any securities in NiPlats or CFE. There are no pecuniary or other interests of Stantons International Securities that could be reasonably argued as affecting its ability to give an unbiased and independent opinion in relation to the proposal. Stantons International Securities and Mr J Van Dieren have consented to the inclusion of this report in the form and context in which it is included as an annexure to the Notice. A superannuation fund controlled by the author of this report owed 20,000 shares in CopperCo (In Liquidation).

QUALIFICATIONS

We advise Stantons International Securities is the holder of an Australian Financial Services Licence (no 319600) under the Corporations Act 2001 relating to advice and reporting on mergers, takeovers and acquisitions that involve securities. A number of the directors of Stantons International Pty Ltd are the directors of Stantons International Securities and its affiliated company Stantons International Services Pty Ltd. Stantons International Securities and Stantons International Services Pty Ltd have extensive experience in providing advice pertaining to mergers, acquisitions and strategic for both listed and unlisted companies and businesses.

Mr John P Van Dieren, FCA, the person responsible for the preparation of this report, has extensive experience in the preparation of valuations for companies and in advising corporations on takeovers generally and in particular on the valuation and financial aspects thereof, including the fairness and reasonableness of the consideration offered.

The professionals employed in the research, analysis and evaluation leading to the formulation of opinions contained in this report, have qualifications and experience appropriate to the task they have performed.

Au: NIP5059A/ IER NiPlats re Cape Lambert Section 611

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DECLARATION

This report has been prepared at the request of the Directors of NiPlats in order to assist them to assess the merits of the NiPlats Transaction as outlined in resolution 2 and the Explanatory Statement to which this report relates. This report has been prepared for the benefit of NiPlats shareholders and does not provide a general expression of Stantons International Securities opinion as to the longer term value of NiPlats or its assets. Stantons International Securities does not imply, and it should not be construed, that is has carried out any form of audit on the accounting or other records of NiPlats. Neither the whole nor any part of this report, nor any reference thereto may be included in or with or attached to any document, circular, resolution, letter or statement, without the prior written consent of Stantons International Securities to the form and context in which it appears.

DISCLAIMER

This report has been prepared by Stantons International Securities with due care and diligence. However, except for those responsibilities, which by law cannot be excluded, no responsibility arising in any way whatsoever for errors or omission (including responsibility to any person for negligence) is assumed by Stantons International Securities, Stantons International Pty Ltd, and Stantons International Services Pty Ltd, their directors, employees or consultants for the preparation of this report.

DECLARATION AND INDEMNITY

Recognising that Stantons International Securities may rely on information provided by NiPlats and its officers (save whether it would not be reasonable to rely on the information having regard to Stantons International Securities experience and qualifications), NiPlats has agreed:

• a) To make no claim by it or its officers against Stantons International Securities (and Stantons International Pty Ltd) to recover any loss or damage which NiPlats may suffer as a result of reasonable reliance by Stantons International Securities on the information provided by NiPlats; and

• (b) To indemnify Stantons International Securities (and Stantons International Pty Ltd) against any claim arising (wholly or in part) from NiPlats or any of its officers providing Stantons International Securities any false or misleading information or in the failure of NiPlats or its officers in providing material information, except where the claim has arisen as a result of wilful misconduct or negligence by Stantons International Securities.

A draft of this report was presented to NiPlats directors for a review of factual information contained in the report. Comments received relating to factual matters were taken into account, however the valuation methodologies and conclusions did not alter.

Au: NIP5059A/ IER NiPlats re Cape Lambert Section 611

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FINANCIAL SERVICES GUIDE FOR STANTONS INTERNATIONAL PTY LTD (Trading as Stantons International Securities) Dated 6 October 2009

1. Stantons International Securities ACN 103 O88 697 (“SIS” or “we” or “us” or “ours” as appropriate) has been engaged to issue general financial product advice in the form of a report to be provided to you.

2. Financial Services Guide

In the above circumstances we are required to issue to you, as a retail client a Financial Services Guide (“FSG”). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about:

• who we are and how we can be contacted;

• the services we are authorised to provide under our Australian Financial Services Licence, Licence No: 319600;

• remuneration that we and/or our staff and any associated receive in connection with the general financial product advice;

• any relevant associations or relationships we have; and

• our complaints handling procedures and how you may access them.

3. Financial services we are licensed to provide

We hold an Australian Financial Services Licence which authorises us to provide financial product advice in relation to:

• Securities (such as shares, options and notes)

We provide financial product advice by virtue of an engagement to issue a report in connection with a financial product of another person. Our report will include a description of the circumstances of our engagement and identify the person who has engaged us. You will not have engaged us directly but will be provided with a copy of the report as a retail client because of your connection to the matters in respect of which we have been engaged to report.

Any report we provide is provided on our own behalf as a financial services licensee authorised to provide the financial product advice contained in the report.

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4. General Financial Product Advice

In our report we provide general financial product advice, not personal financial product advice, because it has been prepared without taking into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice. Where the advice relates to the acquisition or possible acquisition of a financial product, you should also obtain a product disclosure statement relating to the product and consider that statement before making any decision about whether to acquire the product.

5. Benefits that we may receive

We charge fees for providing reports. These fees will be agreed with, and paid by, the person who engages us to provide the report. Fees will be agreed on either a fixed fee or time cost basis.

Except for the fees referred to above, neither SIS, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

6. Remuneration or other benefits received by our employees

All our employees receive a salary. Our employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report.

7. Referrals

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

8. Associations and relationships

SIS is ultimately a wholly division of Stantons International Pty Ltd a professional advisory and accounting practice. Our directors may be directors in Stantons International Pty Ltd and Stantons International Services Pty Ltd.

From time to time, SIS, Stantons International Pty Ltd and Stantons International Services Pty Ltd and/or their related entities may provide professional services, including audit, tax and financial advisory services, to financial product issuers in the ordinary course of its business.

9. Complaints resolution

9.1 Internal complaints resolution process

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:

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The Complaints Officer Stantons International Securities Level 1 1 Havelock Street WEST PERTH WA 6005

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaints within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

9.2 Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Ombudsman Service Limited (“FOSL”). FOSL is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry.

Further details about FOSL are available at the FOSL website www.fos.org.au or by contacting them directly via the details set out below.

Financial Ombudsman Service Limited PO Box 3 MELBOURNE VIC 8007

Toll Free: 1300 78 08 08 Facsimile: (03) 9613 6399

10. Contact details

You may contact us using the details set out at the top of our letterhead on page 1 of this FSG.

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