NT MINERALS LIMITED — Proxy Solicitation & Information Statement 2009

Nov 9, 2009

Redbank Copper Limited

ACN 059 326 519

NOTICE OF GENERAL MEETING

TIME: 10.30am DATE: Friday, 11 December 2009 PLACE: The Celtic Club, 48 Ord Street, West Perth, Western Australia, 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6389 6800.

ACN 059 326 519

Redbank Copper Limited

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	4
Glossary	9
Proxy Form	27

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.30 am (WST) on Friday, 11 December 2009 at:

The Celtic Club

48 Ord Street

West Perth, Western Australia, 6005

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Redbank Copper Limited, PO Box 870, West Perth WA 6872; or

• (b) facsimile to the Company on facsimile number (+61 8) 6389 6810,

so that it is received not later than 10.30 am (WST) on 9 December 2009.

Proxy Forms received later than this time will be invalid.

2 1

Redbank Copper Limited

ACN 059 326 519

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 10.30 am (WST) on Friday, 11 December 2009 at The Celtic Club, 48 Ord Street, West Perth, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 4.00 pm (WST) on 9 December 2009.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – CONVERSION OF DEBT FACILITY INTO SHARES

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

“That, for the purposes of Listing Rule 10.1, Item 7 of section 611 of the Corporations Act and for all other purposes, approval is given for the acquisition of relevant interests in voting shares of the Company by Stirling Resources Limited by virtue of the issue of Shares upon the conversion of the Convertible Debt Facility on the terms and conditions set out in the Explanatory Statement.”

Expert's Report: Shareholders should carefully consider the Independent Expert's Report prepared by Stantons International Securities for the purposes of the Shareholder approval required under Listing Rule 10.1 and Item 7 of Section 611 of the Corporations Act which comments on the fairness and reasonableness of the transaction to the non-associated Shareholders in the Company.

Expert's Conclusion : The Independent Expert reporting on Resolution 1 concludes that the acquisition referred to in that resolution is fair and reasonable to the non-associated Shareholders of the Company.

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

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – SHARES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 136,700,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED: 3 NOVEMBER 2009

BY ORDER OF THE BOARD

ILDIKO WOWESNY COMPANY SECRETARY

[3] 1

Redbank Copper Limited ACN 059 326 519

EXPLANATORY STATEMENT

The Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10.30 am (WST) on Friday, 11 December 2009 at The Celtic Club, 48 Ord Street, West Perth, Western Australia.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. RESOLUTION 1 – CONVERSION OF DEBT FACILITY INTO SHARES

1.1 General

On 4 March 2005, Macquarie Bank Limited ( Macquarie ) and Redbank entered into the Convertible Refinancing Facility Agreement ( CRFA ) where Macquarie agreed to make available to Redbank a facility for an amount of $3,000,000 ( Facility ). As consideration for Macquarie making the Facility available, Redbank granted 157,894,737 Options to Macquarie.

The CRFA was effectively assigned by Macquarie to Stirling Resources Limited ( Stirling ) on or about 20 February 2009 and Stirling took assignment of the remaining $1.5 million loan left owing by Redbank.

Stirling also entered into a deed of variation with Redbank on or about 20 February 2009 whereby Stirling agreed to extend the repayment date for the $1.5 million loan for two years (from 27 February 2009 to 28 February 2011) with an option to convert the loan to equity ( Deed of Variation ).

Pursuant to a letter agreement dated on or about 2 November 2009 varying the CRFA ( Letter Agreement ), Stirling and Redbank agreed that the conversion price would be 1.7 cents per Share. The Letter Agreement amends clause 23.1 of the Deed of Variation which states that the conversion price would be 90% of the VWAP of the preceding 5 days of trading after the conversion notice was handed to Redbank.

A summary of the terms and conditions of the terms upon which the Facility has been made available to Redbank by Stirling is outlined in section 1.4 below.

Resolution 1 seeks Shareholder approval under Listing Rule 10.1 and Item 7 of section 611 of the Corporations Act for the conversion of the Facility (Conversion) into fully paid ordinary shares in the Company (Shares).

Stirling is not a related party of the Company.

1.2 ASX Listing Rule 10.1

ASX Listing Rule 10.1 provides that an entity (or any of its subsidiaries) must not acquire a substantial asset from, or dispose of a substantial asset to, inter alia, a related party or a substantial holder (if the person and the person's associates have a relevant interest, or had a relevant interest at any time in the 6 months before the transaction, in at least 10% of the total votes attached to the voting securities).

An asset is substantial if its value, or the value of the consideration for it is, or in ASX's opinion is, 5% or more of the equity interests of the company as set out in the latest accounts given to ASX under the Listing Rules.

For the purposes of ASX Listing Rule 10.1, Stirling is a substantial holder because it holds in excess of 10% of the issued shares in the Company.

The conversion of the Facility is deemed under ASX Listing Rule 10.1 to be a disposal of the underlying assets and the value of the debt secured is greater than 5% of the equity interests of the Company as set out in its last accounts given to ASX. As such, Shareholder approval is required for the purpose of ASX Listing Rule 10.1.

1.3 Independent Expert's Report

ASX Listing Rule 10.10.2 and Item 7 of section 611 of the Corporations Act provide that shareholder approval sought for the purpose of ASX Listing Rule 10.1 must include a report on the proposed acquisition or disposal from an independent expert. Accompanying this Notice of Meeting is an Independent Expert's Report prepared by Stantons International Securities concluding that the proposed transaction is fair and reasonable to the non-associated Shareholders of the Company.

1.4 Terms of the Facility

The terms and conditions of the CRFA (as varied) are as follows:

• (a) Facility : the convertible refinancing facility is for an amount of $1,500,000 (or such other amount as agreed between the Parties) to be made available by Stirling to Redbank.

[4] 1

Redbank Copper Limited

ACN 059 326 519

• (b) Facility Fee : Redbank paid a facility fee of $15,000 which was deducted from the first drawdown of the loan.

• (c) Payments : Payments must be made in immediately available funds not later than 11:00am Perth time on the due date. From such account within Australia as Stirling may designate.

• (d) Prepayments : Redbank may prepay all or part of the loan by giving Macquarie:

• (i) no less than 3 days prior written notice for the whole of the amount outstanding on the Facility ( Facility Outstanding ); or

• (ii) no less than 3 days prior written notice to prepay a part of the Facility Outstanding (in multiples of $10,000) on any banking day.

Advances that have been repaid or prepaid may not be redrawn.

• (e) Repayments : The Facility must be repaid in full on or before 28 February 2011 ( Facility Termination Date ).

• (f) Conversion of Loan : Stirling may elect, at any time on or before the Facility Termination Date, by notice in writing to Redbank ( Conversion Notice ), to satisfy the repayment of the Facility Outstanding, in whole or in part, by applying the amount of the Facility Outstanding set out in the Conversion Notice in payment for the subscription of Shares by Stirling at a conversion price of 1.7 cents per Share in the Company.

• (g) Effect of conversion : The issue of the Shares by Redbank will be deemed to have satisfied Redbank's obligations to repay that amount of Facility Outstanding as set out in the Conversion Notice.

• (h) Interest Rate : The rate of interest for the Facility is the aggregate of the Bill Rate and the Margin (2.5% pa) and accrues from day to day and be computed on a daily basis on a year of 365 days.

• (i) Representations, warranties and undertakings : Redbank has provided Stirling with standard representations, warranties and undertakings.

1.5 Section 606 of the Corporations Act- Statutory Prohibition

Pursuant to Section 606(1) of the Corporations Act, a person must not acquire a relevant interest in issued voting shares in a listed company if the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that person's 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 above 20% and below 90%.

1.6 Voting Power and Relevant Interests

Under section 610 of the Corporations Act, a person's voting power is defined as the percentage of the total voting shares in the Company held by the person and the person's associates.

Section 611 Item 7 of the Corporations Act – Exemption from Section 606

Section 611 provides that certain acquisitions of relevant interests in a company's voting shares are exempt from the prohibition in Section 606(1), including acquisitions approved previously by a resolution passed at a general meeting of the company in which the acquisition is made (Item 7 of Section 611).

For the exemption of Item 7 of Section 611 to apply, Shareholders must be given all information known to the person proposing to make the acquisition or their associates, or known to the Company that was material to the decision on how to vote on the resolution. In Regulatory Guide 111, the ASIC has indicated what additional information should be provided to shareholders in these circumstances.

For the purposes of the Corporations Act, and Regulatory Guides 74 and 111, the following information is disclosed in relation to the acquisition of a relevant interest in the Company by Stirling and its Associates. Shareholders are also referred to the Independent Expert's Report prepared by Stantons International Securities which forms part of this Explanatory Statement.

Deemed Relevant Interests, Voting Power and Associates

In the event all of the Shares the subject of Resolution 1 (i.e. as a result of conversion of the Facility) are issued, the voting power of Stirling will increase from 22.41% to 28.64%.

[5] 1

Redbank Copper Limited

ACN 059 326 519

Accordingly, the Company is seeking the approval of Shareholders under Item 7 of Section 611 of the Corporations Act in respect of Stirling and its Associates.

If Resolution 1 is passed, Stirling may convert the Facility in full without breaching Chapter 6 of the Corporations Act. The issue of Shares (on conversion of the Facility) to Stirling or its Associates, pursuant to Resolution 1 will give Stirling and its Associates a relevant interest in an aggregate of more than 20% of the voting shares in the Company.

As set out in the Voting Exclusions in the Notice of Meeting, Stirling and its respective Associates are precluded from voting on Resolution 1.

The figures in the following section assume that:

• (a) the Company has 1,049,389,406 Shares on issue and does not issue any additional Shares other than on conversion of the Facility issued to Stirling;

• (b) all of the Facility (i.e. $1,558,634, being the Principal Sum and applicable accrued interest) is converted at $0.017;

• (c) the Facility is converted in full on or before the Conversion Date (with the Company having not elected to repurchase all or any part of the Facility prior to this date); and

• (d) Stirling does not acquire any additional Shares other than those referred to in Resolution 1.

1.7 ASIC Regulatory Guide 74

The following information is included in accordance with the requirements of Item 7 of section 611 of the Corporations Act and ASIC Regulatory Guide 74 to the extent it applies pursuant to ASIC Regulatory Guide 159.

• (a) The identity of each person proposing to make an acquisition of a relevant interest ( Acquirer ) and their associates ( Associated Parties ) is:

associates (Associated Parties) is:
Acquirer	Associates
Stirling Resources Limited	Stirling Copper Pty Ltd

• (b) As at the date of this notice, the following Associated Parties had a relevant interest in shares of the Company:

Party	Relevant Interest	% Issued Capital
Stirling Copper Pty Ltd	235,117,117	22.41%

Impact of the transactions on the Voting Power in the Company’s Shares

(c) The Company’s capital structure

Once the conversion of the facility as proposed in Resolution 1 has been completed, the capital structure of the Company will consist of Shares.

• (d) Current voting power of Stirling

As at the date of the Notice of Meeting, no party comprising Stirling or its Associates has a relevant interest in any Shares and their voting power is 22.41%.

(e) Voting power of Stirling and its Associates (assuming all of the Facility is fully converted at $0.017 per Share)

Share)
Conversion Price	No. Issued shares re Facility	Total number of Shares issued to Stirling & its Associates	Total number of Shares issued to Stirling & its Associates including Facility Conversion	Total number of Shares on issue in Redbank after issue of Shares to Stirling	Total % voting power
$0.017	91,684,353	235,117,117	326,801,470	1,141,073,759	28.64%

For the issue of 91,684,353 Shares to Stirling pursuant to the conversion, the maximum increase in the voting power of Stirling and its Associates as a result of the acquisition will be approximately 6.23%.

[6] 1

Redbank Copper Limited

ACN 059 326 519

(f) Intentions as to the Future of the Company

Shareholders should be aware that Stirling has the right (subject to Shareholder approval), but not the obligation to convert the Facility into Shares. At this time, Stirling has not determined if it will convert the Facility into Shares if Shareholders approve the conversion of the Facility. Subject to the above paragraph, the present intentions of Stirling regarding the future of the Company, if Resolution 1 in the Notice of Meeting is approved by Shareholders are as follows:

• (i) has no intention of making any changes to the business of the Company;

• (ii) does not propose to change the employment arrangements of the Company;

• (iii) does not intend to redeploy any fixed assets of the Company;

• (iv) does not have any present intention to inject further capital into the Company; and

• (v) does not intend to transfer any property between the Company and the Vendors or any person associated with any of them.

• (g) Financial and Dividend Policies of the Company

There is no immediate intention of Stirling to change the financial or dividend policies of the Company.

• (h) Proposal is fair and reasonable The Expert’s Report concludes that the proposed issue of Shares under Resolution 1 set out in this Explanatory Statement is fair and reasonable to non associated Shareholders. You should consider the Expert’s Report in detail.

• (i) Advantages of Facility Conversion

• (i) If shareholders do not approve resolution 1, the Loan debt of $1,558,634 will need to be repaid in cash as at 28 February 2011 that would be a drain on cash resources. The actual cash outlay would be higher as additional interest would be payable. The ability to spend money on exploitation and or exploration and evaluation of the Redbank Copper Mine and other mineral assets would be curtailed if the Loan needed to be repaid in cash.

• (ii) The Loan was initially issued in 2005 to Macquarie and then subsequently reassigned in February 2009 as part of a recapitalisation proposal put forward to the then existing directors of Redbank. At that time, the Company was in serious financial difficulties and may not have been able to survive in the longer term (without a recapitalisation similar to that put forward). The share price was for most part in the month of February 2009 announcement trading in the 0.9 cents to 1.4 cents range. The Loan now may be converted at a price of 1.7 cents per share. The conversion price is within the deemed range of fair values, as noted above, as well as being above the formula of 90% of the VWAP of the preceding 5 days of trading after the conversion notice was handed to Redbank on the conversion date (26 October 2009).

• (iii) The increase in “control” by Stirling if the Loan is converted is 6.23% that is not a large increase and existing shareholders excluding Stirling will still own approximately 71.36% of the expanded issued capital of the Company and a liability of $1,558,634 is eliminated from the balance sheet. Furthermore, there is a saving in interest that would otherwise be payable from 26 October 2009 to 28 February 2011.

• (iv) The conversion price of 1.7 cents per Redbank share is more than the closing price as at 30 October 2009, being 1.4 cents per Redbank ordinary share. Whilst this is an indicator of the fairness of the transaction, the underlying value of the share price is in the price range of 1.3 to 1.9 cents per share, therefore on the balance the conversion price (including a possible premium for increased control) is considered to be fair.

(j) Disadvantages of Facility Conversion

• (i) Arguably there may be an “overhang” in the market as Stirling would own up to 28.64% of the expanded issued capital of Redbank (although it already has a relevant interest in approximately 22.4% of the current capital of the Company). However Stirling and Redbank now form part of a loose “group” of companies under the direction of Crawley Investments Pty Ltd and Michael Kiernan.

[7] 1

Redbank Copper Limited

ACN 059 326 519

• (ii) The conversion price of 1.7 cents (if the Loan is converted to share equity) may be less than the share price of a Redbank share at actual date of conversion. However it is noted that the existing fair value of a Redbank share is in the range of 1.3 to 1.9 cents per Redbank share.

(k) Directors Recommendation

Based on the information available, including that contained in this Explanatory Statement, all of the Directors consider that the Resolution 1 are in the best interests of the Company and recommend that Shareholders vote in favour of Resolution 1.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – SHARES

2.1 General

On 23 October 2009, the Company issued 136,700,000 Shares to sophisticated and professional investor clients of Bell Potter, Minc Securities, CK Locke Securities and CPS Securities to raise approximately $1,708,750.

None of the subscribers pursuant to this issue were related parties of the Company.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares

( Share Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

• 2.2 Technical information required by ASX Listing Rule 7.4

• Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification:

• (a) 136,700,000 Shares were allotted;

• (b) the issue price was $0.0125 per Share;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;

• (d) the Shares were allotted and issued to the following parties, being sophisticated and professional investors of the Company:

  • (i) Bell Potter;

  • (ii) Minc Securities;

  • (iii) CK Locke Securities; and

  • (iv) CPS Securities;

• (e) the funds raised from this issue were used for general working capital purposes.

3. ENQUIRIES

Shareholders are required to contact the Company Secretary on +61 (08) 6389 6800 if they have any queries in respect of the matters set out in these documents.

8

Redbank Copper Limited

ACN 059 326 519

4.GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company or Redbank means Redbank Copper Limited (ACN 059 326 519).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting means the meeting convened by the Notice of Meeting.

Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement.

Option means an option to acquire a share on the terms set out in Schedule 1.

Optionholder means a holder of an Option.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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3 November 2009

The Directors Redbank Copper Limited Level 1 143 Hay Street SUBIACO WA 6008

Dear Sirs,

RE: REDBANK COPPER LIMITED (ABN 66 059 326 519) MEETING OF SHAREHOLDERS TO CONSIDER A RESOLUTION UNDER SECTION 611 (ITEM 7) OF THE CORPORATIONS ACT 2001 (“TCA”) AND ASX LISTING RULE 10.1 RELATING TO THE PROPOSAL TO ALLOW THE CONVERSION INTO SHARES OF THE MACQUARIE BANK LIMITED LOAN ASSIGNED TO STIRLING RESOURCES LIMITED AT 1.7 CENTS PER SHARE.

1. INTRODUCTION

• 1.1 We have been requested by the Directors of Redbank Copper Limited (“Redbank” or “the Company”) to prepare an Independent Expert’s Report to determine the fairness and reasonableness of the transaction referred to in resolution 1 as detailed in the Notice of Meeting to Redbank shareholders (“the Notice”) to be issued to shareholders in November 2009. Resolution 1 relates to the Company seeking approval that the existing $1,558,634 Macquarie Loan (“Loan”) assigned to Stirling Resources Limited (“Stirling”) may be exercised at 1.7 cents each by the holder of the Loan. The holder of the Loan is Stirling a company listed on the ASX and a substantial shareholder in Redbank.

For the purposes of this report, the Loan balance convertible into ordinary Redbank shares includes the principal amount of $1,500,000 as well as the additional accrued interest of $58,634 up to 26 October 2009.

• 1.2 On 14 November 2008, the Company announced a $6,000,000 funding package with Crawley Investments Pty Ltd (“Crawley”), a company associated with the now Redbank director Mr Michael Kiernan (he was not a director at the time of the announcement). Under the package, Crawley agreed to, inter-alia:

• Satisfy the Company’s obligations under an existing facility of $1,500,000 Loan it owes to Macquarie Bank Limited and which matures at the end of February 2009.

• 1.3 Subsequently, the $1,500,000 Loan principal amount owing to Macquarie Bank Limited was assigned to Stirling. The Loan has been extended for a further two year period (to 28 February 2011) with an option to convert the Loan to share equity in Redbank at 90% of a 5 day volume weighted average share price (“VWAP”) prior to conversion (the “conversion price”). The interest on the Loan is at BBSY plus 2.5% and payable monthly in arrears. The Loan is secured over the assets and undertakings of Redbank together with share mortgages over the shares of each of the subsidiaries of Redbank. The total balance

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of the Loan convertible into shares includes the Loan principal of $1,500,000 and accrued interest of $58,634, totalling $1,558,634. Conversion is to take place when Stirling, the holder of the Loan, hands a formal notice (“conversion notice”) to Redbank wishing to convert the Loan into ordinary shares in Redbank (the “conversion date”). Stirling now wishes to convert the Loan to equity in Redbank (including the accrued interest of $58,634 up to the conversion date). Stirling earlier in 2009 acquired a then approximate 19.98% shareholding interest in Redbank by acquiring 43,500,000 shares in Redbank from Crawley for $870,000. The shareholding has been transferred to Stirling Copper Pty Ltd, a wholly owned subsidiary of Stirling. Stirling is a company in which Crawley has an approximate 20.21% shareholding interest. Stirling’s relevant shareholding (as at 29 October 2009) is 235,117,117 Redbank ordinary shares (refer to Section 3.2 of this report) representing an approximate 22.41% shareholding interest in Redbank.

• 1.4 The outstanding Loan amount at the conversion date amounted to $1,558,634, which represents the principal Loan amount of $1,500,000 with additional interest of $58,634 payable to 26 October 2009. The conversion price has been set at 1.7 cents even though the calculated conversion price amounted to 1.45 cents using the formula of 90% of the VWAP of the preceding 5 days of trading after the conversion notice was handed to Redbank on the conversion date of 26 October 2009. The conversion price of 1.7 cents per share would entitle Stirling (and its associate Stirling Copper Pty Ltd) to an additional 91,684,353 ordinary shares in Redbank. Stirling and Stirling Copper for the purposes of this report is known as the Stirling Group. Thus the Stirling Group is entitled to increase its shareholding by approximately 6.2% to a total potential holding of 326,801,470 ordinary shares in Redbank, which represents approximately 28.64% of the post conversion ordinary shares of Redbank.

• 1.5 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 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 transactions noted in resolution 4 pursuant to a Section 611 (Item 7) meeting.

• 1.6 Under ASIC Regulatory Guideline 111 “Contents of Expert Reports” and ASX Listing Rule 10.1 an Independent Expert’s Report is required to report on the fairness and reasonableness of the transaction pursuant to resolution 1. The Directors have requested Stantons International Securities to prepare an Independent Expert’s Report to assist the shareholders in determining how to vote on resolution 1 as outlined in the Notice and the Explanatory Statement to Shareholders (“ES”).

Listing Rule 10.1 of the ASX Listing Rules provides that the shareholder approval is required before a listed company may acquire a substantial asset from various persons in a position of influence. This includes acquiring a substantial asset from a related party or a substantial shareholder. Redbank is proposing to convert a Loan into ordinary shares, which are considered to be a substantial asset for the purposes of Listing Rule 10.1. The listing rule requires and Independent Expert’s Report as to whether the relevant transaction

RED3126A/Ier re Debt Conversion by Stirling

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is fair and is reasonable to non-associated shareholders. The relevant transaction is the conversion of the Loan into ordinary consideration shares.

• 1.7 Apart from this introduction, the report considers the following:

• Summary of opinion

• Implications of the proposals

• Future directions of Redbank

• Basis of valuation of Redbank shares

• Premium for control

• Fairness and Reasonableness of the Proposal

• Conclusion as to Fairness and Reasonableness

• Sources of information

• Appendix A and our Financial Services Guide

• 1.8 There is one other resolution being put to the shareholders of Redbank. Resolution 2 refers to the ratification of the allotment and issue of 136,700,000 shares for the purpose of ASX Listing Rule 7.4. We are not reporting on the fairness and reasonableness of resolution 2.

2. SUMMARY OF OPINION

• 2.1 In determining the fairness and reasonableness of the transaction and proposal pursuant to resolution 1, we have had regard for the definitions set out by the Australian Securities and Investments Commission (“ASIC”) in its Regulatory Statement 111. Regulatory Statement 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”, where there are sufficient grounds for security holders to accept the offer in the absence of any higher bid before the close of the offer. Regulatory Statement 111 also states that in all cases, where an acquisition of shares by way of an allotment is to be approved by shareholders pursuant to Section 611 (Item 7) of TCA, a report by an independent expert stating whether or not the proposals pursuant to resolution are fair and reasonable, having regard to the interests of shareholders other than the proposed allottees (in this case, Stirling) and whether a premium for potential control is being paid by the allottees, will be required. Regulatory Statement 111 also provides that such an allotment should involve a comparison of the advantages and disadvantages likely to accrue to non-associated shareholders if the transaction proceeds compared with if it does not.

Accordingly, our report relating to resolution 1 is concerned firstly with the fairness and reasonableness of the proposal from the point of view of the existing non associated shareholders of Redbank, and secondly whether the price payable for the potential to obtain an increased significant shareholding interest (by the Stirling Group) (91,684,353 shares at 1.7 cents each on conversion of all of the Loan) includes a premium for control.

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2.2 In our opinion:

The proposal as outlined in resolution 1 whereby Redbank will allow Stirling to convert the Loan to 91,684,353 ordinary shares at 1.7 cents per share is, on balance, fair and reasonable to the non-associated shareholders of Redbank.

The opinions expressed above must be read in conjunction with the more detailed analysis and comments made in this report.

3. IMPLICATIONS OF THE PROPOSALS

• 3.1 As at 29 October 2009, there are 1,049,389,406 fully paid ordinary shares on issue in Redbank and 300 B Class Shares. The conditions for conversion of the B Class Shares have not been met and they are to be converted to 300 ordinary shares in the near future. We have assumed that the Class B Shares will be converted to ordinary shares and the numbers noted in this report include the 300 Class B Shares as ordinary shares. The significant fully paid shareholders as at 29 October 2009 are disclosed as:

Name of Shareholder (and associates) Stirling Copper Pty Ltd Miss Lisa Jane Petrie Mr Phillip Coulson Idameneo (No 79) Nominees Bellset Nominees Pty Ltd		No. of Shares 235,117,117 23,372,776 20,000,000 14,947,411 13,150,000	% Interest 22.41 2.23 1.91 1.42 1.25
		306,587,304	29.22

• 3.2 The top twenty fully paid shareholders as at 29 October 2009 own 39.47% of the current issued capital. Stirling (via Stirling Copper Pty Ltd) acquired its initial 43,500,000 shares for $870,000 whereby Crawley assigned to Stirling 43,500,000 Redbank shares. At the same time Crawley assigned 50,000,000 Convertible Notes to Stirling by Stirling paying $1,000,000 and Crawley assigned the rights and obligations to underwrite a $3,500,000 capital raising by Redbank and satisfy Redbank’s obligations under a $1,500,000 Loan facility with Macquarie Bank Limited. A further 87,000,000 shares at 1 cent each were subscribed for by Stirling Copper Pty Ltd pursuant to the 2 for 1 rights issue in 2009. In May 2009, Stirling acquired a further 53,691,191 shares at 1 cent each as part of finalising the rights issue shortfall (a further 226,897,501 shares were issued post 18 May 2009). Subsequent to May 2009, Stirling converted 50,000,000 convertible notes into 50,000,000 ordinary shares, as well as having purchased 925,926 shares pursuant to a share purchase plan for a consideration of $15,000. Stirling’s relevant interest in Redbank’s share capital is 235,117,117 shares representing approximately 22.4% of the capital of the Company as at 29 October 2009.

• 3.3 The unlisted share options currently on issue are 4,000,000 share options exercisable at 9.6 cents on or before 30 January 2011, a further 2,500,000 share options exercisable at 5 cents per share on or before 30 June 2010, 2,500,000 share options issued exercisable at 10 cents per share on or before 30 June 2011, 2,500,000 share options issued exercisable at 5 cents per share on or before 30 June 2012, 2,500,000 share options issued exercisable at 15 cents per share on or before 30 June 2012, 31,500,000 share options exercisable at 5.0 cents on or before 31 December 2011 and 4,000,000 share options exercisable at 1 cent per share on or before 30 June 2012.

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• 3.4 If the Loan is converted the number of shares on issue (that includes the 300 Class B Shares to be converted to ordinary shares) may be:

On issue as at 30 September 2009 Placement of Shares on the 26 October 2009 On issue as at 29 October 2009 Issue of shares to Stirling on conversion of the Loan Potential total shares on issue before option conversion Potential total shares on issue before option conversion Issue of shares if all 1 cent 30 June 2012 options exercised Issue of shares if all 5 cent 30 June 2010 options exercised Issue of shares if all 5 cent 31 Dec. 2011 options exercised Issue of shares if all 5 cent 30 June 2012 options exercised Issue of shares if all 9.6 cent 30 Jan. 2011 options exercised Issue of shares if all 10 cent 30 June 2011 options exercised Issue of shares if all 15 cent 30 June 2012 options exercised Total potential shares on issue if all share options converted		No of shares 912,689,706 136,700,000
		1,049,389,706 91,684,353
		1,141,074,059
		1,141,074,059 4,000,000 1,145,074,059 2,500,000 1,147,574,059 31,500,000 1,179,074,059 2,500,000 1,181,574,059 4,000,000 1,185,574,059 2,500,000 1,188,074,059 2,500,000 1,190,574,059

• 3.5 The shareholding of the Stirling Group may vary depending on whether the Loan is converted to shares and whether existing and proposed share options are exercised into ordinary shares in Redbank.

It is noted that Redbank completed a placement on of 136,700,000 ordinary shares at an issue price of 1.25 cents per share on 26 October 2009 to sophisticated and professional investors to raise a net approximately $1,661,000.

• 3.6 In relation to the Board of Directors control, the current directors are Messrs James Searle, Bruce Morrin, Susan Field, Michael Kiernan, Keith Vuleta and Ian Price. Ms Ildiko Wowesny is the Company Secretary of Redbank. It is not planned in the near future to change the Board of Directors.

4. FUTURE DIRECTION OF REDBANK

4.1 We have been advised by a Director of Redbank that:

• The immediate short-term plan is to use the existing funds to progressing the development of the Redbank Copper mine (the mining study has been completed);

• Composition of the Board of Directors of Redbank is not proposed to change in the near future;

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

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• The Company is likely to raise further capital as and when required to continue to develop the Company’s mineral assets.

5. BASIS OF TECHNICAL VALUATION OF REDBANK

• 5.1 In considering the proposal as outlined in resolution 1 we have sought to determine if the conversion price of the Loan into ordinary Redbank shares (at 1.7 cents per ordinary share) is in excess of the current fair value of the shares in Redbank on issue and then conclude whether the proposal is fair and reasonable to the existing non-associated shareholders of Redbank.

• 5.1.2 The proposal pursuant to resolution 1 would be fair to the existing non associated shareholders if the conversion price of Loan already owned by Stirling into ordinary Redbank shares is greater than or equal to the implicit value of the shares in Redbank currently on issue. Accordingly, we have sought to determine a theoretical value that could reasonably be placed on Redbank shares for the purposes of this report.

• 5.1.3 The valuation methodologies we have considered in determining the current technical value of a Redbank share are:

• Capitalised maintainable earnings/discounted cash flow;

• Takeover bid - the price which an alternative acquirer might be willing to offer;

• Adjusted net asset backing and windup value; and

• The market value price of Redbank shares.

5.2 Capitalised Maintainable Earnings / Discounted Cash Flows

• 5.2.1 Redbank currently does not have a reliable cash flow or profit history from a business undertaking and therefore this methodology is not appropriate. The Company needs funds to further progress the drilling program at the Redbank Copper Mine in the Northern Territory and conduct a review and evaluation of the Company’s exploration portfolio to prioritise and undertake exploration programmes. It is likely too early to use a discounted cash flow model as proven and probable economic reserves are yet to be accurately determined. Currently, Redbank does not have sufficient funds and thus any perceived technical values of the Redbank Copper Mine and other mineral assets of the Redbank Group are theoretical as without funds the Redbank Copper Mine could not be redeveloped.

5.3 Takeover Bid

We have been advised by a Director of Redbank that the Directors do not believe that there would be any person with an interest in taking over 100% of the Company by way of a formal takeover bid. To our knowledge, there are no current bids in the market place and the Directors of Redbank have formed the view that there is unlikely to be any takeover bids made for Redbank in the immediate future. It is noted however that the holding of the Stirling Group is approximate 22.41% (and could rise to approximately 28.64% if shares are issued to Stirling on conversion of the Loan).

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5.4 Net Asset Backing and Wind-Up Value

• 5.4.1 A summary of the unaudited consolidated balance sheet of Redbank as at 30 September 2009 is summarised below along with a pro-forma consolidated unaudited balance sheet after allowing for the following:

• the conversion of the Loan at 1.7 cents each to eliminate the $1,558,634 liability (incorporating the accretion of interest of approximately $7,000 for the period of 1 October 2009 to the 26 October 2009 (the deemed conversion date)), and the issue of 91,684,353 ordinary shares; and

• the placement of 136,700,000 shares on the 26 October 2009 at an issue price of 1.25 cents per share (raising a net approximately $1,661,000 cash after capital raising costs)

Current assets Cash at bank Trade and other receivables Inventories Other - prepayment Non current assets Receivables Plant and equipment Other financial assets Deferred exploration and evaluation costs Total assets Current liabilities Trade and other payables Provisions Borrowings Non Current Liabilities Provisions Borrowings Total liabilities Net Assets Equity Issued capital Reserves Accumulated losses Net Equity	Unaudited 30 September 2009 $000’s Unaudited Pro-forma 30 September 2009 $000’s 838 2,499 340 340 250 250 29 29
	1,457 3,118
	355 355 684 684 54 54 8,610 8,610
	9,703 9,703
	11,160 12,821
	1,566 1,566 793 793 297 297
	2,656 2,656
	- - 1,552 -
	1,552 -
	4,208 2,656
	6,952 10,165
	81,578 84,798 - - (74,626) (74,633)
	6,952 10,165

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• 5.4.2 Based on the book values at 30 September 2009 this equates to a value per share (912,689,406 shares) of approximately 0.76 cents (ignoring the value, if any, of nonbooked tax benefits).

• 5.4.3 Based on the pro-forma consolidated balance sheet, after the conversion of the Loan by Stirling into ordinary shares, the additional placement on the 26 October 2009 and before allowing for additional losses post 30 September 2009, the net book assets are approximately $10,204,000. Thus, the net book asset backing per share (1,141,074,059 shares) would approximate 0.89 cents. Before conversion of the Loan but after the October 2009 placement of shares, the net asset backing per share would be approximately 0.82 cents.

• 5.5 Market Price of Redbank Shares

• 5.5.1 We set out below a summary of share prices of Redbank from 1 April 2009 to 30 October 2009.

			Volume	Volumes
2009	High Last	Low Last	Weighted	Trade
	Sale	Sale	Average	(000’s)
	Cents	Cents	Last Sale
			Cents
April	1.4	1.0	1.2	7,537
May	2.0	1.2	1.6	78,871
June	2.0	1.5	1.7	75,654
July	2.9	1.4	2.2	386,005
August	2.3	1.9	2.1	343,750
September	2.0	1.7	1.9	171,568
October (to 30th)	1.8	1.3	1.5	193,124

• 5.5.2 The share price has remained steady over the past six months. On or around 24 April 2009, Redbank issued 185,779,999 shares at 1 cent each and in late April and in May 2009 issued a further 251,947,501 shares at 1 cent each. In mid July, Redbank changed its name from Redbank Mines Limited to Redbank Copper Limited. The Company issued an announcement highlighting improved drilling results at the Punchbowl target in the Northern Territory. This coincided with a buoyant share price and a corresponding increase in the volume of shares traded. A further announcement on 25 August 2009 saw the Company disclose to the market additional high grade intersections at its Punchbowl site.

• 5.5.3 No independent valuations have been prepared on the mineral prospects of Redbank and we do not consider it necessary to obtain an independent valuation of the mineral prospects for the purposes of this report. 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 Redbank and other parties. We also note it is not the present intention of the Directors of Redbank to liquidate the Company and therefore any theoretical value based upon wind up value or even net book values (as adjusted), is just that, theoretical. The shareholders, existing and future, must acquire shares in Redbank based on the market perceptions of what the market considers a Redbank share to be worth. It is noted that over the past few years many mineral exploration and producer companies listed on the ASX were arguably trading at premiums to appraised technical values (this is a turn around from the early 2000’s when a discount may have applied) although in recent months the premium has been reduced. The market capitalisation of Redbank as at 30 October 2009 was

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approximately $14.7 million (after taking into the account the additional placement made on 26 October) that is greater than the net equity position of around $10.165 million as at 30 September 2009 after adjusting for the shares issued to convert the Loan into ordinary shares, the placement made on the 26 October 2009 and before accounting for losses post 30 September 2009. After the 26 October 2009 placement of ordinary shares at 1.25 cents per share, the share price of Redbank decreased from a VWAP of 1.62 cents per ordinary share in the preceding 5 days before the placement to close at a price of 1.4 cents on 30 October 2009. The VWAP for the Redbank share price from 26 October 2009 to 30 October 2009 was 1.43 cents per ordinary share.

5.6 Preferred value of Redbank fully paid shares (range) to arrive at fairness conclusion

• 5.6.1 Notwithstanding the good prospectivity of the Redbank Copper Mine, without cash the Company cannot recommence exploration and evaluation of the mineral assets. The closing share price as at 30 October 2009 does not necessarily reflect fair value of the Company’s shares. If future exploration and evaluation proves successful and developments of the Company’s mineral assets continue, then arguably the fair value of a Redbank share would be in excess of the 1.7 cent conversion price of the Loan. The share price in the future is unknown but it may be fair to say that if the development and exploitation of the Company’s mineral assets proceeds (the drilling program has commenced on the Redbank Copper Mine) then it is likely that the share price would be higher than the share price at 30 October 2009. The future ultimate value of a Redbank share will depend upon, inter alia:

• the future prospects of its mineral assets;

• the state of the copper, uranium and base metal markets (and prices) in Australia and overseas;

• the state of Australian and overseas stock markets;

• the strength of the Board and management and/or who makes up the Board;

• general economic conditions;

• the liquidity of shares in Redbank; and

• possible ventures and acquisitions entered into by Redbank.

• 5.6.2 It is considered, that the market which is fully informed, is a good indicator of the value of a Redbank share. The market has had the opportunity to digest the recent positive resource results (those announced from mid to late July 2009 through to 11 September 2009) of the Company. Accordingly the value of an ordinary share from 15 July 2009 through to 11 September 2009 has oscillated from a low of 1.8 cents per share to a high of 2.9 cents per share. The price of a Redbank ordinary share post 11 September 2009 (through to 30 October 2009), oscillated between 1.6 cents to 1.9 cents per ordinary Redbank share with a VWAP of approximately 1.6 cents per share for that period.

As at 30 September 2009 after adjusting for the conversion of the Loan to ordinary shares, the placement of ordinary shares made on 26 October 2009 and before allowing for losses incurred post 30 September 2009 the net asset backing per share is approximately 0.89 cents (0.82 cents before the Loan conversion). The closing price of a Redbank share on ASX as at 26 October 2009 was 1.5 cents after the placement of 136,700,000 shares at 1.25 per share, whilst the closing price of a Redbank share on 30 October 2009 was 1.4 cents per share. It is also noted that the general market conditions have declined, along with the base metals prices in the period from 26 October 2009 to 30 October 2009. On 2 November 2009, the closing share price of a Redbank share trading on ASX was 1.3 cents. Accordingly, we believe that the underlying value of a Redbank share needs to be considered over a greater period of time rather than that of the past five days. We have put

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more of a weighting on the market value rather than the net asset backing approach. In our view, for the purposes of ascribing a value to a Redbank share for the purposes of arriving at a conclusion on the fairness and reasonableness of the proposal under resolution 1, the fair value of a Redbank share lies in the range of 1.3 cents and 1.9 cents.

6. PREMIUM FOR CONTROL

• 6.1 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 control of the Company.

• 6.2 Under TCA, control may be deemed to occur when a shareholder or group of associated shareholders’ control more than 20% of the issued capital. In this case, the Stirling Group on conversion of the Loan to ordinary fully paid shares in Redbank would increase its shareholding from approximately 22.41% to approximately 28.64%. Accordingly, we have addressed whether a premium for control will be paid.

• 6.3 The 30 October 2009 market value of a Redbank share approximates 1.4 cents and it is noted that the shares in the six months to 30 October 2009 have traded in the 1.2 cent to 2.9 cent range (with the majority of sales between 1.4 cents and 2.2 cents), although it is noted that the net book asset backing per share is now disclosed at approximately 0.82 cents (prior to the Loan conversion but after the placement of 136,700,000 ordinary shares at 1.25 cents per share). The conversion price has been stated at 1.7 cents per ordinary share, whereas the last sale price as at 30 October 2009 is 1.4 cents per ordinary share and as at 2 November 209 it was 1.3 cents. For reasons outlined in paragraph 5.6.2, we believe that the fair price of a Redbank share lies in the 1.3 cents to 1.9 cent range. Therefore, the Stirling Group can arguably be considered to be paying a premium for a potential increase in control based on the ordinary share price range of 1.3 cents to 1.9 cents per Redbank share determined in section 5.6.2 noted above as the Loan conversion price of 1.7 cents per share price falls within this price range. It is noted that based on an asset backing of approximately 0.82 cents per share, the Stirling Group would be paying a premium for increased control.

7. FAIRNESS AND REASONABLENESS OF THE PROPOSAL

We set out below, some of the advantages, disadvantages and other factors pertaining to the proposal under resolution 1.

Advantages

• 7.1 If shareholders do not approve resolution 1, the Loan debt of $1,558,634 will need to be repaid in cash as at 28 February 2011 that would be a drain on cash resources. The actual cash outlay would be higher as additional interest would be payable. The ability to spend money on exploitation and or exploration and evaluation of the Redbank Copper Mine and other mineral assets would be curtailed if the Loan needed to be repaid in cash.

• 7.2 The Loan was initially issued in 2005 to Macquarie and then subsequently reassigned in February 2009 as part of a recapitalisation proposal put forward to the then existing directors of Redbank. At that time, the Company was in serious financial difficulties and may not have been able to survive in the longer term (without a recapitalisation similar to that put forward). The share price was for most part in the month of February 2009 announcement trading in the 0.9 cents to 1.4 cents range. The Loan now may be converted

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using a conversion price of 1.7 cents per share. The conversion price is within the deemed range of fair values noted by us in section 5.6.2 noted above, as well as being above the formula of 90% of the VWAP of the preceding 5 days of trading after the conversion notice was handed to Redbank on the conversion date (26 October 2009).

• 7.3 The increase in “control” by the Stirling Group if the Loan is converted is approximately 6.23% that is not a large increase and existing shareholders excluding the Stirling Group will still own approximately 71.36% of the expanded issued capital of the Company and a liability of $1,558,634 is eliminated from the balance sheet. Furthermore, there is saving in interest that would otherwise be payable form 26 October 2009 to 28 February 2011

• 7.4 The conversion price of 1.7 cents per Redbank share is more than the closing price as at 30 October 2009, being 1.4 cents per Redbank ordinary share. Whilst this is an indicator of the fairness of the transaction, the underlying value of the share price is in the price range of 1.3 to 1.9 cents per share, therefore on balance the conversion price (including a possible premium for increased control) is considered to be fair.

Disadvantages

• 7.5 Arguably there may be an “overhang” in the market as the Stirling Group would own up to approximately 28.6% of the expanded issued capital of Redbank (although it already has a relevant interest in approximately 22.4% of the current capital of the Company). However Stirling and Redbank now form part of a loose “group” of companies under the direction of Crawley and Michael Kiernan.

• 7.6 The conversion price of 1.7 cents (if the Loan is converted to share equity) may be less than the share price of a Redbank share at actual date of conversion. However it is noted that the existing fair value of a Redbank share is in the range 1.3 of 1.9 cents per Redbank share.

Other Factors

• 7.7 The shareholders of Redbank allowed the holder of the loan an option to convert the Loan to share equity in Redbank at 90% of a 5 day VWAP (calculated at 1.45 cents per Redbank share) however the conversion price has been set at 1.7 cents per share.

• 7.8 Stirling is taking a risk in investing in Redbank as to a large extent, Redbank’s future share price may be determined by the exploitation and/or commercial success (or otherwise) of its exploration portfolio (including the Redbank Copper Mine) and other mineral assets owned by Redbank. There is a huge incentive for the Stirling Group (associated with Michael Kiernan and Crawley) to make Redbank a successful company and have the share price rise considerably. All shareholders would benefit from a rise in the share price.

• 7.9 There is no guarantee that Stirling will convert the Loan to ordinary shares in Redbank and if this eventuates, the cash position of the Company as at 28 February 2011 will reduce by $1,500,000 (plus interest payable up to date as described in section 1.3). By approving resolution 1, it gives Stirling the flexibility to convert the Loan to shares in Redbank without having to make a full takeover bid for the Company. Section 611 (Item 7) approval and the passing of resolution 1 would eliminate the need for a full takeover bid.

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8. CONCLUSION AS TO FAIRNESS AND REASONABLENESS

• 8.1 After taking into account the factors referred to in Section 7 above and elsewhere in this report, we are of the opinion that the proposal as outlined in resolution 1 is, on balance, considered to be fair and reasonable to the non associated shareholders of Redbank.

Notwithstanding that the Redbank share price is currently below the conversion price, each shareholder needs to examine the share price of Redbank and market conditions at the time of exercise of vote to ascertain the impact, if any, on resolution 1.

9. SOURCES OF INFORMATION

• 9.1 In making our assessment as to whether the proposal pursuant to resolution 1 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 Redbank about the present and future operations of Redbank. 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 Redbank.

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

• Drafts of Notice of General Meeting of Shareholders and Explanatory Information of Redbank for the General Meeting of Shareholders the Company planned to be issued to shareholders in November 2009;

• Discussions with a director and Company Secretary of Redbank;

• Shareholding details of Redbank as at 29 October 2009;

• Share prices of Redbank since 1 November 2008 to 2 November 2009;

• Annual Report of Redbank for the year ended 30 June 2009;

• Unaudited consolidated balance sheet of the Redbank Group for the 3 months ended 30 September 2009;

• Announcements made by Redbank to the ASX from 1 November 2008 to 2 November 2009;

• The preliminary evaluation report on the Redbank Copper Mine;

• The Loan Agreement, Deed of Variation and Deed of Assignment of Debt and Securities;

• Cash flow estimates for the Redbank Group for the period 1 July 2009 to 30 June 2010; and

• Information on Stirling and Redbank as provided on the ASX web site and Stirling’s and Redbank’s web sites.

• 9.3 Our report includes Appendix A and our Financial Services Guide attached to this report.

Yours faithfully STANTONS INTERNATIONAL SECURITIES

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John Van Dieren - FCA Director

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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 Pty Ltd trading as Stantons International Securities dated 3 November 2009, allowing conversion of the $1,558,634 Loan (inclusive of accrued interest) owned by Stirling as outlined in section 1 of the report and resolution 1 in the Notice of Meeting to Shareholders to be forwarded to shareholders in November 2009 for a meeting of shareholders in December 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 Redbank and Stirling 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 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. An affiliated entity of Stantons International namely Stantons International Services is the tax agent for Crawley and Michael Kiernan.

Stantons International Securities does not hold any securities in Redbank (or Stirling). 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.

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 Services Pty Ltd are the Directors’ of Stantons International Securities. Stantons International Securities and Stantons International Services have extensive experience in providing advice pertaining to mergers, acquisitions and strategic and financial planning for both listed and unlisted companies and businesses.

Mr John 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.

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DECLARATION

This report has been prepared at the request of the Directors of Redbank in order to assist them to assess the merits of allowing Stirling to convert the $1,558,634 Loan (inclusive of accrued interest) to shares in Redbank at 1.7 cents per share to which this report relates. This report has been prepared for the benefit of Redbank’s shareholders (not associated with Stirling) and does not provide a general expression of Stantons International Securities’ opinion as to the longer term value of Redbank or the individual assets of Redbank. 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 Redbank and its subsidiaries or the ownership of Redbank. 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, 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 Redbank and its officers (save whether it would not be reasonable to rely on the information having regard to Stantons International Securities experience and qualifications), Redbank has agreed:

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

• (b) To indemnify Stantons International Securities (and Stantons International Pty Ltd and Stantons International Services Pty Ltd) against any claim arising (wholly or in part) from Redbank or any of its officers providing Stantons International Securities any false or misleading information or in the failure of Redbank 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 Redbank 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.

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FINANCIAL SERVICES GUIDE Dated 3 November 2009

1. STANTONS INTERNATIONAL PTY LTD (TRADING AS STANTONS INTERNATIONAL SECURITIES)

Stantons International Securities ACN 103 088 697 ( “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 LICENCED TO PROVIDE

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

• Securities (such as shares and options)

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.

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

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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 a trading name owned by Stantons International Pty Ltd a professional advisory and accounting practice. Stantons International is also affiliated with Stantons International Services that provides taxation services.

From time to time, SIS and Stantons International Services 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:

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.

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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 3021

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

10. CONTACT DETAILS

You may contact us using the details set out above or by telephone (08) 9481 3188 or facsimile (08) 9321 1204.

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Redbank Copper Limited

ACN 059 326 519

PROXY FORM

APPOINTMENT OF PROXY

Redbank Copper Limited ACN 059 326 519

GENERAL MEETING

I/We of being a member of Redbank Copper Limited entitled to attend and vote at the General Meeting, hereby Appoint Name of Proxy OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair's nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10.30 am (WST), on Friday, 11 December 2009 at The Celtic Club, 48 Ord Street, West Perth, Western Australia and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 and 2 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 and 2 and that votes cast by the Chair of the General Meeting for Resolutions 1 and 2 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 and 2 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1and 2.

OR

FOR AGAINST ABSTAIN

Voting on Business of the General Meeting Resolution 1 – Conversion of Debt Facility Resolution 2 – Ratification of Prior Issue - Shares

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

Signature of Member(s): Date: Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary Contact Name: Contact Ph (daytime):

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Redbank Copper Limited ACN 059 326 519

INSTRUCTIONS FOR COMPLETING ‘APPOINTMENT OF PROXY’ FORM

1. ( Appointing a Proxy ): A member entitled to attend and vote at a General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing Instructions ):·

4. ( Individual ): Where the holding is in one name, the member must sign.

5. ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

6. ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

7. ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

8. ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy's authority to speak and vote for that member is suspended while the member is present at the General Meeting.

9. ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

10. (a) post to Redbank Copper Limited, PO Box 870, West Perth WA 6872; or

11. (b) facsimile to the Company on facsimile number (+61 8) 6389 6810,

so that it is received not later than 10.30 am (WST) on 9 December 2009.

Proxy forms received later than this time will be invalid.

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