NT MINERALS LIMITED — Proxy Solicitation & Information Statement 2010

Jan 12, 2010

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13 January 2010

Companies Announcements Office ASX Limited Level 4, 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

Notice of General Meeting

Find attached a Notice of Meeting and Explanatory Statement for Redbank Copper Limited.

Please note the Notice was dispatched to all shareholders on 8 January 2010.

Yours faithfully

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Ildiko Wowesny Company Secretary

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Redbank Copper Limited

ACN 059 326 519

NOTICE OF MEETING AND EXPLANATORY STATEMENT

TIME: 10.30am DATE: Friday, 5 February 2010 PLACE: Ground Floor 150 Hay Street Subiaco, Western Australia,

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

Redbank Copper Limited

ACN 059 326 519

NOTICE OF MEETING

Notice is given that a general meeting of Redbank Copper Limited ( Company ) will be held at Redbank Copper Limited Ground Floor 150 Hay Street, Subiaco, Western Australia, on 5 February 2010 commencing at 10.30AM (WST). The Proxy Form forms part of this Notice of General Meeting ( Notice )

ORDINARY BUSINESS

1 RESOLUTION 1 – APPROVAL OF ISSUE OF SECURITIES TO LA JOLLA COVE INVESTORS INC

To consider, and if thought fit to pass, 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 the acquisition of a relevant interest in the Company by La Jolla Cove Investors Inc and its associates to the extent and on the terms set out in the Explanatory Memorandum.

Short Explanation : Shareholder approval is sought for La Jolla Cove Investors Inc and its associates to acquire a relevant interest in 20% or more of the Company as a result of the issue and conversion of the La Jolla Convertible Notes.

Voting Exclusion : For the purposes of item 7 of section 611 of the Corporations Act, the Company will disregard any votes cast by any person proposing to make the acquisition and their associates and any person from whom the acquisition is to be made and their associates.

2 RESOLUTION 2 – RATIFICATION OF ISSUE OF SECURITIES TO LA JOLLA COVE INVESTORS INC

To consider, and if thought fit to pass, the following resolution as an ordinary resolution:

• “That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve the ratification of the issue of La Jolla Notes and Shares to La Jolla Cove Investors Inc on the terms and conditions set out in the Explanatory Statement.”

Short Explanation : Shareholder approval is sought to ratify the issue of any La Jolla Notes and Shares on any conversion of any La Jolla Notes between the date of this Notice of Meeting and the Meeting.

Voting Exclusion : For the purposes of ASX Listing Rule 7.4, the Company will disregard any votes cast by La Jolla Cove Investors Inc or its associates.

EXPLANATORY STATEMENT

The Explanatory Statement accompanying this Notice of General Meeting is incorporated in and comprises part of this Notice of General Meeting.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used both in this Notice of General Meeting and Explanatory Statement.

PROXIES

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company 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.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

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

1. post to Redbank Copper Limited, PO Box 870, West Perth WA 6872; or

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

so that it is received not later than 10.30 am (WST) on 3 February 2010.

Proxy forms received later than this time will be invalid.

[1] 1

Redbank Copper Limited

ACN 059 326 519

CORPORATE REPRESENTATIVE

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or registry in advance of the meeting or handed in at the meeting when registering as a corporate representative. An appointment of corporate representative form is enclosed if required.

“SNAP SHOT” TIME

The Directors have determined that all Shares of the Company that are quoted on ASX at 5pm WST on 3 February 2010 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

BY ORDER OF THE BOARD OF DIRECTORS

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Bruce Morrin Managing Director Redbank Copper Limited 8 January 2010

[2] 1

Redbank Copper Limited

ACN 059 326 519

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company's General Meeting on 5 February 2010.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice of General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

1 INTRODUCTION

1.1 Background

As announced to ASX on 11 December 2009 Redbank has entered into a Securities Purchase Agreement under which Redbank will issue up to 5 convertible notes each with an issue price of US$1,500,000.

1.2 Use of funds

As announced on 9 November 2009, Redbank has entered into an agreement with Calder Project Services (CPS) for the design and construction of a Solvent Extraction and Electro Winning (SX-EW) Plant for copper cathode production at its Northern Territory project. The fixed lump sum capital cost for the SX-EW Plant will be AU$7.4m.

The SX-EW Plant will be a low risk, simple fit for purpose facility to produce 2100 tonnes of LME grade copper cathode per annum and will be specifically designed for northern Australian mineral processing and weather conditions.

CPS, the project division of Calder International Pty Limited, is an Australian international consultancy group which is a leader in metallurgical plant development and mining project infrastructure.

CPS is scheduled to mobilise on site at the Redbank Mineral Field in the 2nd quarter 2010, with construction aimed to be completed during the 3rd quarter 2010. The plant will be constructed in modular form and transported to site.

The plant is a key component in the development of the oxide processing stream for Redbank's high-grade project, and production of copper cathode is targeted for the 2nd half 2010. Initial oxide ore processing is proposed to commence at a throughput rate of 150,000tpa producing 2,100 tonnes of LME grade A 99.99% copper cathode per year. The ultimate production target is 10,000tpa copper within five years as indicated in Redbank's recent Mine Study (announced to ASX on 1 September 2009).

Funds raised under the issue of La Jolla Notes will be used to fund the construction of the SX-EW Plant and for general working capital.

1.3 Fair and Reasonable

Stantons International Securities has determined that the proposed transaction is fair and reasonable for nonassociated Shareholders of the Company.

2 RESOLUTION 1 - ISSUE OF SECURITIES TO LA JOLLA COVE INVESTORS INC

2.1 Background

The approval of Shareholders is being sought pursuant to Resolution 1 to issue both the La Jolla Notes and Shares issued upon conversion of the La Jolla Notes.

The Resolution, if passed, will facilitate the issue of up to five convertible notes (La Jolla Notes), each with a face value of US$1,500,000, to raise up to US$7,500,000 for the Company. The La Jolla Notes will be issued to La Jolla Cove Investors Inc. (La Jolla), a United States institutional investor, which has provided the unsecured convertible note facility to the Company.

As noted in section above, the issue of the La Jolla Notes will fund the construction of the SX-EW Plant and provide working capital.

Subject to the satisfaction of a number of conditions precedent, including Shareholder approval for La Jolla to acquire a relevant interest in the Company upon conversion of the La Jolla Notes, the Company will progressively issue the La Jolla Notes to La Jolla over a 20 month period under the Securities Purchase Agreement.

[3] 1

Redbank Copper Limited

ACN 059 326 519

2.2 Key Terms

The key terms of the Securities Purchase Agreement are as follows:

• (a) The La Jolla Notes can be drawn down in US$375,000 instalments progressively on a month by month basis from on or about 11 December 2009 for 20 months.

• (b) Five La Jolla Notes will be issued, each with a face value of US$1,500,000.

• (c) The La Jolla Notes bear interest at 4.75% per annum, payable monthly.

• (d) The La Jolla Notes are unsecured.

• (e) The La Jolla Notes must be repaid upon maturity (4 December 2011) unless converted in whole or part into Shares at the election of La Jolla at any time at the lesser of A$0.25 or 80% of the 3 lowest volume weighted average price (VWAP) during the 21 trading days prior to the election to convert, subject to a floor price of A$0.012 at which the Company can refuse conversion and may redeem the La Jolla Notes at 150% of the outstanding face value.

• (f) La Jolla may terminate the Securities Purchase Agreement:

• (i) within 120 days from 2 days of signing agreement;

• (ii) if the Company's Shares trade on ASX at a price of $0.012 (or as adjusted for any share consolidation) or lower at any time during a 6 month period.

• (iii) upon the occurrence of certain events, which are usual for a financing document in the terms of the Securities Purchase Agreement and the La Jolla Notes.

Further details on the terms and conditions of the La Jolla Notes are set out in section .

2.3 The Company's capital structure and effect of converting the La Jolla Notes

• The Company currently has 1,141,073,759 Shares, 300 B class shares and 49,500,000 unlisted options on issue.

As the number of Shares to be issued on conversion of a La Jolla Note is dependent upon the Australian-United States dollar exchange rate and the Company's prevailing Share price, the following table shows the potential dilutive effect if La Jolla was to convert all La Jolla Notes to Shares.

Conversion Price	be issued to La Jolla Number of Shares to	1 on issue Total Number of Shares	% of voting power
Assume A$1 equals US$1.05
A$0.035	204,081,632	1,345,155,691	15.17%
A$0.030	238,095,238	1,379,169,297	17.26%
A$0.020	357,142,857	1,498,216,916	23.84%
A$0.012	595,238,095	1,736,312,154	34.28%
Assume A$1 equals US$1.00
A$0.035	214,285,714	1,355,359,773	15.81%
A$0.030	250,000,000	1,391,074,059	17.97%
A$0.020	375,000,000	1,516,074,059	24.73%
A$0.012	625,000,000	1,766,074,059	35.39%
Assume A$1 equals US$0.95
A$0.035	225,563,909	1,366,637,968	16.51%
A$0.030	263,157,894	1,404,231,953	18.74%
A$0.020	394,736,842	1,535,810,901	25.70%
A$0.012	657,894,736	1,798,968,795	36.57%

[4] 1

ACN 059 326 519

Redbank Copper Limited

Conversion Price	Number of Shares to be issued to La Jolla	Total Number of 1 Shares on issue	% of voting power
Assume A$1 equals US$0.90
A$0.035	238,095,238	1,379,169,297	17.26%
A$0.030	277,777,777	1,418,851,836	19.58%
A$0.020	416,666,666	1,557,740,725	26.75%
A$0.012	694,444,444	1,835,518,503	37.83%
Assume A$1 equals US$0.85
A$0.035	252,100,840	1,393,174,899	18.10%
A$0.030	294,117,647	1,435,191,706	20.49%
A$0.020	441,176,470	1,582,250,529	27.88%
A$0.012	735,294,117	1,876,368,176	39.19%

1 The Company currently has 1,141,073,759 Shares on issue and assumes that the Company will issue a further 300 Shares to cancel the B class shares on issue. Any further Share issues will reduce La Jolla's voting power.

2.4 About La Jolla

La Jolla is a private investment company based in the United States that provides financing to small-cap, publicly traded companies. La Jolla has advised that its approach is to add value by providing financial resources and industry knowledge as well as hands-on strategy and implementation services. La Jolla offers convertible debenture and equity financing together with stock loans and asset backed loans. It can also provide merger and acquisition assistance, business development, marketing strategies and assistance with business negotiations. See http://www.ljcinvestors.com/ for more information.

2.5 Independent Expert

In accordance with ASIC requirements, the Company has retained the Independent Expert to provide an opinion on whether the issue of Shares on conversion of the La Jolla Notes is fair and reasonable to the nonassociated Shareholders of the Company. The Independent Expert has stated in its report that it is of the opinion that the transaction that is the subject of Resolution 1 is fair and reasonable to non-associated Shareholders. The Independent Expert’s report is attached to this Explanatory Memorandum and Shareholders are urged to carefully consider the report.

2.6 Regulatory Requirements – Section 606 and Section 611 Corporations Act

Resolution 1 is required in order to comply with specific requirements of the Corporations Act. Pursuant to section 606 of the Corporations Act, a person may not increase their voting power in a company in excess of 20% (which is the basic threshold beyond which increases are prohibited by the Corporations Act) unless a takeover is made for all shares or another exception applies. Shareholder approval for acquisitions of 20% or more is an exception to the prohibition.

A general explanation of what approvals are necessary, and why, is set out below.

Section 606(1) of the Corporations Act provides that a person must not acquire a relevant interest in issued voting shares of a listed company if the person acquiring the interest does so through a transaction in relation to the 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 listed 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 608(1) of the Corporations Act, a person has a relevant interest in securities if they are the holder of the securities, have power to exercise, or control the exercise of, a right to vote attached to the securities or have power to dispose of, or control the exercise of a power to dispose of, the securities.

[5] 1

Redbank Copper Limited

ACN 059 326 519

The voting power of a person in a company is determined by reference to section 610 of the Corporations Act. Under section 610 of the Corporations Act a person’s voting power in a company is the total of the votes attaching to the shares in that company in which that person has a relevant interest, and that person’s associates (within the meaning of the Corporations Act) have a relevant interest

Section 606(1A) of the Corporations Act provides that a person may acquire a relevant interest in shares of a listed company under one of the exceptions set out in section 611 of the Corporations Act without contravening section 606(1). Under item 7 of section 611 of the Corporations Act, an acquisition that was approved previously by a resolution of shareholders passed at a general meeting of the company is exempt from section 606(1).

If the Company issues the La Jolla Notes to La Jolla without Shareholder approval, La Jolla may not be issued with Shares on conversion equal to or more than 20% of the Company. Accordingly, for the purposes of item 7 of section 611 of the Corporations Act, Resolution 1 seeks approval from Shareholders for La Jolla to acquire a relevant interest in the Company upon the conversion of the LA Jolla Notes in excess of 20% with the percentage dependent upon the A$ and US$ exchange rates and the Company’s Share price.

2.7 Item 7 Section 611 of the Corporations Act and ASIC Regulatory Guide 74

In order for the Company to comply with the requirements of the Corporations Act, the Company provides the following information which ASIC Regulatory Guide 74 requires the Company to provide to Shareholders. In addition, an independent expert’s report is annexed to this Explanatory Statement as a further requirement of ASIC Regulatory Guide 74:

• (a) The identity of the allottee or purchaser and any person who will have a relevant interest in the shares to be allotted or purchased.

• Shares issued on conversion of the La Jolla Notes will be issued to La Jolla Cove Investors Inc, a private investment company based in the United States which provides financing to small-cap, publicly traded companies. Further details of La Jolla are set out in section 2.4 above.

• (b) Full particulars (including the number and the percentage) of the shares in the company to which the allottee or purchaser is or will be entitled immediately before and after the proposed acquisition. La Jolla currently does not hold any Shares in the Company.

If Resolution 1 is passed and La Jolla converts each La Jolla Note, the number of Shares to be issued to La Jolla will depend upon the Company’s Share price (with a floor price of A$0.012 at which the Company may choose that the La Jolla Notes are redeemed rather than converted) and exchange rate between the US and Australian dollars. Assuming a share price of A$0.012, an exchange rate of A$0.85 per US$ and the Company only issues a further 300 Shares to cancel the B class shares on issue, the maximum number of Shares La Jolla may acquire is 735,294,117 or 39.19% of Redbank’s issued share capital (assuming no further Shares are issued). Further details of the voting power La Jolla may acquire based on alternative assumptions are set in the table above.

• (c) The identity, associations (with the allottee, purchaser or vendor, and with any of their associates) and qualifications of any person who it is intended will become a director if shareholders agree to the allotment or purchase.

It is not presently intended that any person be appointed as a Director as a consequence of the allotment or purchase of the La Jolla Notes.

• (d) A statement of the allottee’s or purchaser’s intentions regarding the future of the company if shareholders agree to the allotment or purchase, and in particular: (i) any intention to change the business of the company; (ii) any intention to inject further capital into the company, and if so how; (iii) the future employment of the present employees of the company; (iv) any proposal whereby any property will be transferred between the company and the allottee, vendor or purchaser or any person associated with any of them; and (v) any intention to otherwise redeploy the fixed assets of the company.

On the basis of information currently known, La Jolla’s intentions are:

• (i) to be a strategic investor in the Company and to use its expertise to assist the future development of the Company’s business;

• (ii) not to change the business of the Company;

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Redbank Copper Limited

ACN 059 326 519

• (iii) not to inject further capital into the Company other than as set out in this Explanatory Memorandum;

• (iv) to maintain the present employees of the Company;

• (v) not to transfer to or acquire from the Company any property other than Shares; and

• (vi) not to redeploy fixed assets of the Company or change significantly the Company’s existing policies in relation to financial matters or dividends.

Final decisions regarding these matters will only be made by the Company and La Jolla at a time after consideration of all relevant material and information at that time. Accordingly, the statements set out in this section are statements of current intention only, which may change as new information becomes available or as circumstances change.

(e) Particulars of the terms of the proposed allotment or purchase and any other contract or proposed contract between the allottee or purchaser and the company or vendor or any of their associates which is conditional upon, or directly or indirectly dependent on, shareholders’ agreement to the allotment or purchase.

The key terms of the La Jolla Notes are as follows.

Term	Description
Purchase Price	US$7,500,000 (Five consecutive La Jolla Notes of US$1,500,000 each). The Purchase Price will be funded by La Jolla through minimum payments of US$375,000 per month to the Company, commencing on or about 11 December 2009, subject to certain terms and conditions (including no event of default), until the entire principal balance is advanced in full to the Company.
Interest Rate	4.75% per annum, payable monthly on the outstanding funded and non-converted principal amount.
Maturity Date	4 December 2011, unless earlier converted pursuant to the Conversion section below.
Conversion	Subject to the Company’s right of redemption if the VWAP of the Shares is below the Floor Price at the time of conversion, the La Jolla Notes may be converted at any time at La Jolla’s option into Shares. The number of Shares into which the La Jolla Notes may be converted is equal to the dollar amount of the La Jolla Note being converted divided by the Conversion Price. The Conversion Price is equal to the lesser of: (a) A$0.25; or (b) 80% of the average of the three lowest VWAP prices during the 21 trading days prior to the election to convert.
Floor Price	The La Jolla Notes will include a floor price of A$0.012, such that if the Shares are trading on the public market at or below such level at the time La Jolla seeks to convert all or a portion of the outstanding principal balance of the La Jolla Note, the Company may elect to refuse such conversion in exchange for the redemption of the portion of the La Jolla Note that La Jolla sought to convert plus any accrued and unpaid interest at 150% of the amount.
Short Sales	So long as the La Jolla Notes are outstanding, neither La Jolla nor its affiliates will at any time engage in any short sales with respect to the Shares, or sell put options or similar instruments with respect to the Shares.
Conditions to closing	Shareholders of the Company passing Resolution 1, and there not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a material adverse effect.

7

Redbank Copper Limited

ACN 059 326 519

Term	Description
Termination rights	La Jolla may terminate the Securities Purchase Agreement: (a) within 120 days from 2 days of signing agreement; (b) if the Company’s Shares trade on ASX at a price of $0.012 (or as adjusted for any share consolidation) or lower at any time during a 6 month period; or (c) upon the occurrence of certain events, which are usual for a financing document in the terms of the Securities Purchase Agreement and the La Jolla Notes.
Expenses	Each party will be responsible for their own expenses.
Fees	None
Jurisdiction	United States

• (f) When the allotment is to be made or the purchase is to be completed.

The La Jolla Notes will be issued in US$375,000 instalments progressively on a month by month basis for a 20 month period from on or about 11 December 2009. The La Jolla Notes are issued in this way to provide cash flow for the Company and towards meeting its obligations under the contract to build the SX-EX Plant.

The Shares will be allotted on conversion of part or all of a La Jolla Note. A La Jolla Note may be converted at the option of La Jolla into Shares at any time prior to the maturity date of 4 December 2011.

• (g) An explanation of the reasons for any proposed allotment

The allotment of Shares will occur upon conversion of the La Jolla Notes. Funds raised from the issue of the La Jolla Notes will be used for the purposes set out in section 1.2.

• (h) The interests of the directors in the resolution.

None of the Directors have any interest in relation to Resolution 1.

• (i) The identity of the directors who approved or voted against the proposal to put the resolution to shareholders and the relevant explanatory memorandum.

All Directors have approved Resolution 1 and the Explanatory Memorandum.

• (j) The recommendation or otherwise of each director as to whether non-associated shareholders should agree to the acquisition, and the reasons for that recommendation or otherwise. All Directors recommend that Shareholders vote in favour of Resolution 1 to fund construction of the SXEX Plant and for general working capital purposes.

• (k) Any intention of the acquirer to change significantly the financial or dividend policies of the company. There is no present intention by La Jolla to change the financial or dividend policies of the Company.

• (l) An analysis of whether the proposal is fair and reasonable when considered in the context of the interests of, the shareholders other than those involved in the proposed allotment or purchase or those associated with such persons.

The Directors have appointed Stantons International Pty Ltd as an Independent Expert and commissioned them to prepare an Independent Experts Report to provide an opinion as to whether or not the proposal in Resolution 1 is fair and reasonable to non-associated Shareholders. The report is set out as an appendix to this Explanatory Memorandum.

The Independent Expert has concluded that the proposal is fair and reasonable to the non-associated Shareholders of the Company.

2.8 ASX Listing Rule 7.1

ASX Listing Rule 7.2 exception 16 provides an exemption from the 15% limit imposed by ASX Listing Rule 7.1 for an issue of securities either approved for the purposes of item 7 of section 611 of the Corporations Act.

2.9 Director recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1 for the reasons set out above and as contained in the Independent Expert’s report.

8

Redbank Copper Limited

ACN 059 326 519

3 RESOLUTION 2 – RATIFICATION OF ISSUE OF SECURITIES TO LA JOLLA COVE INVESTORS INC.

3.1 Introduction

As noted above, the Company may issue a La Jolla Note at any time after its placement facility is refreshed. At a general meeting held on 11 December 2009 Shareholders ratified prior issues of Shares pursuant to ASX Listing 7.4. From that date Redbank will be able to issue a La Jolla Note to La Jolla at any time.

Once issued, La Jolla Notes may be converted to Shares at any time. Any La Jolla Note or Shares issued prior to the Meeting will be included for the purposes of calculating the 15% limit imposed by ASX Listing Rule 7.1. Resolution 2 therefore seeks for the purposes of ASX Listing Rule 7.4 to ratify any La Jolla Note or Shares issued prior to the Meeting.

3.2 Information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to any La Jolla Note or Shares issued on exercise of a La Jolla Note between the date of this Notice of Meeting and the Meeting:

• (a) Five La Jolla Notes, each with a face value of US$1,500,000 will be issued. Any Share issue will be upon conversion of a La Jolla Note, the terms of which are set out in section 2.7(e). Specifically, the number of Shares and issue price that may be issued depends on the prevailing A$:US$ exchange rate and the Company’s Share price. See the table in section 2.3 for details.

• (b) La Jolla Notes will be issued with a face value of US$1,500,000. The deemed issue price of Shares issued on conversion of a La Jolla Note will be calculated on the basis set out above.

• (c) The terms of the La Jolla Notes are set out in section 2.7(e) above. The Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

• (d) La Jolla Notes or Shares will be issued to La Jolla.

• (e) The use of funds raised from the issue of La Jolla Notes is set out in section 1.2 above. No funds will be raised from the issue of any Shares issued on conversion of a La Jolla Note; however, any La Jolla Note conversion will reduce the amount owed by the Company to La Jolla under a La Jolla Note.

If no La Jolla Notes or Shares are issued prior to the Meeting Resolution 2 will be withdrawn.

9

Redbank Copper Limited

ACN 059 326 519

4. GLOSSARY

Annexure	annexure to this Explanatory Statement.
ASX	ASX Limited.
Board	board of Directors.
Company	Redbank Copper Limited ACN 059 326 519
Corporations Act	Corporations Act 2001 (Cth).
CPS	Calder Project Services.
Director	A director of the Company.
Explanatory	The explanatory memorandum that accompanies the Notice.
Memorandum
La Jolla	La Jolla Cove Investors Inc.
La Jolla Notes	Convertible notes issued to La Jolla on the terms set out in section 2.7(e).
Listing Rules	the Listing Rules of the ASX.
Meeting	the meeting convened by this notice of meeting.
Notice	this Notice of Meeting.
Option	option to acquire a Share.
Securities Purchase	the Securities Purchase Agreement between the Company and La Jolla dated on or
Agreement	about 4 December 2009
Share	fully paid ordinary share in the capital of the Company.
Shareholder	shareholder of the Company.
SX-EX Plant	Solvent Extraction and Electro Winning (SX-EW) Plant for copper cathode production at
	the Company’s Northern Territory project to be built by Calder Project Services.
WST	Australian Western Standard Time

10

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22 December 2009

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

Dear Sirs,

INDEPENDENT EXPERT’S REPORT

RE: REDBANK COPPER LIMITED (ABN 66 059 326 159) (“REDBANK” OR “THE COMPANY”) MEETING OF SHAREHOLDERS TO CONSIDER A RESOLUTION UNDER SECTION 611 (ITEM 7) OF THE CORPORATIONS ACT 2001 (“TCA”) RELATING TO THE PROPOSAL TO ISSUE UP TO FIVE UNSECUREDCONVERTIBLE NOTES TO LA JOLLA COVE INVESTORS INC AND ALLOWING THE UP TO FIVE CONVERTIBLE NOTES TO BE CONVERTED INTO ORDINARY SHARES IN REDBANK

1. INTRODUCTION

• 1.1 We have been requested by the Directors of Redbank to prepare an Independent Expert’s Report to determine the fairness and reasonableness of the transactions referred to in resolution 1 as detailed in the Notice of Meeting to Redbank shareholders (“the Notice”) proposed to be issued to shareholders in December 2009 or January 2010.

• 1.2 In December 2009, the Company entered into an agreement (“Agreement”) with the US institutional investor La Jolla Cove Investors Inc (“La Jolla”) whereby La Jolla may subscribe to the issue of up to five convertible notes (‘Notes”) each with a face value of US$1,500,000 so Redbank can raise up to US$7,500,000 if all Notes are issued. Subject to the satisfaction of certain conditions, Redbank will immediately issue the first Convertible Note (“Tranche 1 Note”) to La Jolla, with the issue of the second, third, fourth and fifth Tranches of Notes being, inter-alia subject to the shareholders approving the conversion of the Notes where if converted, La Jolla could obtain a shareholding in Redbank of greater than 20% or from a starting point that is above 20% and below 90%.

• 1.3 The basic terms of the Notes are as follows:

Purchase Price: US$7,500,000 (5 Notes of US$1,500,000). The purchase price will be funded by La Jolla through minimum payments of US$375,000 per month to Redbank, subject to stated terms and conditions, until the entire principle balance is paid in full to Redbank.

Interest Rate: 4.75% per annum, payable monthly on the outstanding funded and non-converted principal amount.

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Maturity Date:

• 4 December 2011, unless earlier converted to the “conversion” section noted below.

Conversion:

The Notes may be converted at La Jolla’s option into Redbank’s common stock (ordinary shares). The number of shares of Redbank’s common stock into which the Notes may be converted is equal to the dollar amount of the Notes being converted divide by the conversion price. The conversion price shall be equal to the lesser of:

• (a) Australian 25 cents; or

• (b) 80% of the 3 lowest volume weighted average price (“VWAP”) prices during the 21 days prior to the election to convert.

Floor Price:

The Notes will include a floor price of 1.2 cents; such that if the common stock of Redbank is trading on the public market at or below such level at such time as the La Jolla seeks to convert all or a portion of the outstanding principal balances of the Notes, Redbank may elect to refuse such conversion in exchange for the redemption of the potion of the Notes that La Jolla sought to convert.

Short Sales:

• So long as the Notes are outstanding, neither La Jolla nor its affiliates shall at any stage engage in short selling with respect of Redbank’s common stock, or sell put options or similar instruments with respect of Redbank’s common stock.

• Conditions to Closing: Conditions ordinarily found in this type of transaction including for the second to fourth Notes and the Company obtaining shareholder approval under Section 611 (Item 7) of TCA.

The issue of up to five Notes and the right to convert up to five Notes into ordinary shares in Redbank is the subject of resolution 1. Further details on the Notes and resolution 1 are outlined in the Notice and Explanatory Information to Shareholders attached to the Notice. The Notes will be unsecured.

• 1.4 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 pursuant to a Section 611 (Item 7) meeting.

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• 1.5 In the event that some or all of the Notes were converted into ordinary shares in Redbank, La Jolla may obtain a shareholding of greater than 20% and may also increase the percentage after obtaining at least a 20% shareholding on conversion of the Notes and thus shareholders approval is required that allows La Jolla to convert all or part of the Notes into ordinary shares in Redbank.

• 1.6 Under ASIC Regulatory Guideline 111 “Contents of Expert Reports”, an Independent Expert’s Report is required to report on the fairness and reasonableness of the transactions 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.

• 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 shares in Redbank

• Premium for control

• Fairness and Reasonableness of the Proposals

• Conclusion as to Fairness and Reasonableness

• Sources of information

• Appendix A and our Financial Services Guide

2. SUMMARY OF OPINION

• 2.1 In determining the fairness and reasonableness of the transactions pursuant to resolution 1 we have had regard for the definitions set out by the Australian Securities and Investments Commission (“ASIC”) in its Regulatory Guideline 111. Regulatory Guideline 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 Guideline 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 1 is fair and reasonable, having regard to the interests of shareholders other than the proposed allottee (in this case, La Jolla), and whether a premium for potential control and increased control is being paid by the allottee, will be required. Regulatory Guideline 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.

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Accordingly, our report relating to resolution 1 is concerned firstly with the fairness and reasonableness of the proposals from the point of view of the existing non associated shareholders of Redbank, and secondly whether the price payable for the potential to obtain a significant shareholding interest (by La Jolla) includes a premium for control.

2.2 In our opinion:

The proposals as outlined in resolution 1 are, in view of the current financial state of the Company and the difficulty in the markets to raise capital, are on balance considered to be fair and reasonable to the non-associated shareholders of Redbank.

As noted below, the potential conversion price(s) of the Notes may be less than the share price of a Redbank share at the actual date of conversion. It should be noted that shareholders need to take into account the likelihood of the future prospectivity of, and any associated potential upgrades to mineral resources of the Redbank Copper Mine and other mineral assets of Redbank, and thus the impact upon the share price(s) up to 4 December 2011, to ascertain whether the future value and the conversion price(s) is considered to be congruent.

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 8 December 2009 (prior to the issue of 91,684,353 shares as noted below), there were 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 Redbank shareholders as at 11 December 2009 are disclosed as:

Name of Shareholder Stirling Copper Pty Ltd (see below) Isaiah Sixty Pty Ltd Miss Lisa Jane Petrie Singpac Investment Holdings Pte Ltd Isaiah Sixty Pty Ltd Bontown Pty Ltd	No. of Shares % Interest 250,117,117 23.96 16,000,000 1.53 12,292,776 1.24 10,338,450 0.99 7,725,926 0.74 7,000,000 0.67
	303,474,269 29.13

• 3.2 The top twenty fully paid shareholders as at 11 December 2009 owned approximately 35.82% of the current issued capital. 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.

Subsequently, the $1,500,000 Loan principal amount owing to Macquarie Bank Limited was assigned to Stirling. The Loan was extended for a further two year period (to 28

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• 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 was at BBSY plus 2.5% and payable monthly in arrears. The Loan was 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 of the Loan convertible into shares includes the Loan principal of $1,500,000 and accrued interest of $58,634, totalled $1,558,634. Stirling gave notice to convert the Loan to equity in Redbank (including the accrued interest of $58,634 up to the conversion date). The shareholding has been transferred to Stirling Copper Pty Ltd, a wholly owned subsidiary of Stirling. The conversion price was 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 entitled 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. In addition, since 11 December 2009, the Stirling Group acquired a further 2,000,000 shares in Redbank so that prior to the issue of the 91,684,353 shares, the Redbank Group owned 252,117,117 shares in Redbank. The issue of the 91,684,353 shares to Redbank has now been issued following shareholder approval on 11 December 2009. The number of shares now on issue is 1,141,074,059. Thus the Stirling Group’s shareholding in Redbank as at 22 December 2009 is 343,801,470 ordinary shares which represent approximately 30.13% of the ordinary shares of Redbank on issue.

• 3.3 The unlisted share options on issue as at 22 December 2009 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.

• 3.4 In the event that the proposals noted in resolution 1 are passed and consummated, the potential issued capital in Redbank may substantially increase if all or some of the Notes to be held by La Jolla are converted into ordinary shares in Redbank. The actual maximum number of shares that may be issued cannot be reliably estimated but it is noted that the floor price is 1.2 cents per share, however the Notes are in US dollars and the Australian/ USA dollar rate is a moving target. Also the number of shares that may be issued on conversion (at La Jolla’s option) is dependent on the number of Notes issued and converted. If we assumed all five Notes were issued at the same time (say 4 February 2010) and were all converted to ordinary shares in Redbank at maturity date on 4 December 2011 but there was no interest capitalised (interest is payable on a monthly basis) and the exchange rate was AUS$1 equals US$0.90, a total of approximately 694,444,444 shares would be issued on full conversion. If only the Tranche 1 Notes were converted into ordinary shares, the approximate maximum number of shares that may be issued on conversion using the same FX conversion rate would be 138,888,889. If we used an exchange rate of AUS$1 equals US$0.80, the maximum number of shares that would be issued on conversion of US$7,500,000 of Notes would approximate 781,250,000. We set out below a table of potential shares and percentages that may be issued on conversion of the Notes assuming no further share issues to other parties.

RED3126A/December 2009 IER re Issue of Notes to La Jolla Cove

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Conversion of US$1,500,000 Tranche 1 Note using various AUS/US FX dollar rates and assuming a minimum conversion rate of 1.2 cents per share.

	60 cents	70 cents 80 cents	90 cents
No of shares	208,333,333	178,571,429 156,250,000	138,888,889
Percentage held	15.45%	13.54% 12.05%	10.86%
If all five Tranches of Notes were		converted
	60 cents	70 cents 80 cents	90 cents
No of shares	1,041,666,667	892,857,143 781,250,000	694,444,444
Percentage held	47.74%	43.92% 40.66%	37.85%
Conversion of US$1,500,000 Tranche 1 Note using various AUS/US FX dollar rates
and assuming a	minimum conversion rate of 1.5 cents per share.
	60 cents	70 cents 80 cents	90 cents
No of shares	166,666,667	142,857,142 125,000,000	111,111,111
Percentage held	12.74%	11.12% 9.87%	8.87%
If all five Tranches of Notes were		converted
	60 cents	70 cents 80 cents	90 cents
No of shares	833,333,333	714,285,714 625,000,000	555,555,555
Percentage held	42.20%	38.50% 35.39%	32.74%
Conversion of US$1,500,000 Tranche 1 Note using various AUS/US FX dollar rates
and assuming a	minimum conversion rate of 2.5 cents per share.
	60 cents	70 cents 80 cents	90 cents
No of shares	100,000,000	85,714,286 75,000,000	66,666,667
Percentage held	8.05%	6.99% 6.17%	5.52%
If all five Tranches of Notes were		converted
	60 cents	70 cents 80 cents	90 cents
No of shares	500,000,000	428,571,428 375,000,000	333,333,333
Percentage held	30.47%	27.30% 24.73%	22.61%
Conversion of US$1,500,000 Tranche 1 Note using various AUS/US FX dollar rates
and assuming a	minimum conversion rate of 3.5 cents per share.
	60 cents	70 cents 80 cents	90 cents
No of shares	71,428,571	61,224,490 53,571,429	47,619,048
Percentage held	5.89%	5.09% 4.48%	4.00%

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If all five Tranches of Notes were converted
60 cents 70 cents	80 cents	90 cents
No of shares 357,142,857 306,122,448	267,857,143	238,095,238
Percentage held23.84% 21.15%	19.01%	17.26%
Conversion of US$1,500,000 Tranche 1 Note using various AUS/US FX dollar rates
and assuming a minimum conversion rate of 5 cents per share.
60 cents 70 cents	80 cents	90 cents
No of shares 50,000,000 42,857,143	37,500,000	33,333,333
Percentage held4.20% 3.62%	3.18%	2.84%
If all five Tranches of Notes were converted
60 cents 70 cents	80 cents	90 cents
No of shares 250,000,000 214,285,142	187,500,000	166,666,667
Percentage held17.97% 15.81%	14.11%	12.74%
Conversion of US$1,500,000 Tranche 1 Note using various AUS/US FX dollar rates
and assuming a minimum conversion rate of 10 cents per share.
60 cents 70 cents	80 cents	90 cents
No of shares 25,000,000 21,428,571	18,750,000	16,666,667
Percentage held2.08% 1.84%	1.62%	1.44%
If all five Tranches of Notes were converted
60 cents 70 cents	80 cents	90 cents
No of shares 125,000,000 107,142,857	93,750,000	83,333,333
Percentage held9.87% 8.58%	7.59%	6.54%
Conversion of US$1,500,000 Tranche 1 Note using various AUS/US FX dollar rates
and assuming a minimum conversion rate of 15 cents per share.
60 cents 70 cents	80 cents	90 cents
No of shares 16,666,666 14,285,714	12,500,000	11,111,111
Percentage held1.44% 1.24%	1.08%	0.96%
If all five Tranches of Notes were converted
60 cents 70 cents	80 cents	90 cents
No of shares 83,333,333 71,428,571	62,500,000	55,555,555
Percentage held6.81% 5.89%	5.19%	4.64%

Conversion of US$1,500,000 Tranche 1 Note using various AUS/US FX dollar rates and assuming a minimum conversion rate of 20 cents per share.

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60 cents 70 cents	80 cents	90 cents
No of shares 12,500,000 10,714,286	9,375,000 8,333,333
Percentage held1.08% 0.93%	0.81%	0.73%
If all five Tranches of Notes were converted
60 cents 70 cents	80 cents	90 cents
No of shares 62,500,000 53,571,428	46,875,000	41,666,666
Percentage held5.19% 4.48%	3.95%	3.52%
Conversion of US$1,500,000 Tranche 1 Note using various AUS/US FX dollar
and assuming a minimum conversion rate of 25 cents per share.
60 cents 70 cents	80 cents	90 cents
No of shares 10,000,000 8,571,429	7,500,000	6,666,667
Percentage held0.87% 0.75%	0.65%	0.58%
If all five Tranches of Notes were converted
60 cents 70 cents	80 cents	90 cents
No of shares 50,000,000 42,857,142	37,500,000 33,333,333
Percentage held4.20% 3.62%	3.18%	2.84%

Conversion of US$1,500,000 Tranche 1 Note using various AUS/US FX dollar rates and assuming a minimum conversion rate of 25 cents per share.

Based on the above numbers, the potential shareholding of La Jolla would be between approximately 0.58% and 15.45% if only the Tranche 1 Notes were converted to ordinary shares in Redbank and between 2.84% and 47.74% if all Tranches (5 in total) were converted to ordinary shares in Redbank and in both cases assumes no other shares are issued. Further tables are noted in the Explanatory Statement attached to the Notice.

• 3.5 In relation to the Board of Directors control, the current directors are Messrs James Searle, Bruce Morrin, Michael Kiernan, Keith Vuleta, Alan Brown 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 but may do so as needs arise.

• 3.6 The Company could receive up to US$7,500,000 if all Tranches of Notes are issued and the monies are drawn down. The initial Tranche 1 Note is for US$1,500,000 and Redbank can draw down on the Tranche 1 Note at a minimum monthly amount of US$375,000. For the purposes of this report, we assume the whole US$1,500,000 will be drawn down by 4 February 2010. The interest payable on the Notes is at 4.75% per annum on a monthly basis and assuming the First Tranche Note matured on 4 December 2011, the interest payable on the Tranche 1 Note may fall between approximately AUS$145,000 and AUS$217,000 depending on the FX rate used. In US dollar terms the interest cost would be approximately US$130,625. If we assumed all the Tranches (1 to 5) of Notes are drawn down in full from 4 February 2010 and are due to be repaid on 4 December 2011, the interest payable in US dollars would approximate US$653,125 (in the range of approximately AUS$725,000 to AUS$1,088,000. It is not planned to draw down on the Notes all at one time and they will be drawn down on a monthly basis and thus the interest payable should be less.

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4. FUTURE DIRECTIONS OF REDBANK

4.1 We have been advised by a senior member of management of Redbank that:

• The composition of the Board of Directors of Redbank is not expected to change in the near future but may change as needs arise;

• The Company proposes to expend funds from the draw down of the Notes to provide sufficient working capital for the Redbank Copper Project, further exploration on the Copperado prospect in the Northern Territory (refer paragraph 5.5.1 below) and for working capital purposes. The Redbank Copper Project, subject to financing is expected to commence in mid to late 2010 (as announced to the ASX). As announced on 9 November 2009, Redbank has entered into an agreement with Calder Project Services (CPS) for the design and construction of a Solvent Extraction and Electro Winning (SX-EW) Plant for copper cathode production at its Northern Territory project. The fixed lump sum capital cost for the SX-EW Plant will be AU$7.4m. The SX-EW Plant will be a low risk, simple fit for purpose facility to produce 2100 tonnes of LME grade copper cathode per annum and will be specifically designed for northern Australian mineral processing and weather conditions. CPS, the project division of Calder International Pty Limited, is an Australian international consultancy group which is a leader in metallurgical plant development and mining project infrastructure. CPS is scheduled to mobilise on site at the Redbank Mineral Field in the 2nd quarter 2010, with construction aimed to be completed during the 3rd quarter 2010. The plant will be constructed in modular form and transported to site. The plant is a key component in the development of the oxide processing stream for Redbank’s highgrade project, and production of copper cathode is targeted for the 2nd half 2010. Initial oxide ore processing is proposed to commence at a throughput rate of 150,000tpa producing 2,100 tonnes of LME grade A 99.99% copper cathode per year. The ultimate production target is 10,000tpa copper within five years as indicated in Redbank’s recent Mine Study (announced to ASX on 1 September 2009). Funds raised under the issue of La Jolla Notes will be used to fund the construction of the SX-EW Plant and for general working capital.

• There is no immediate plan to acquire assets or businesses from or sell assets or businesses to La Jolla (other than the proposals noted above);

• 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

• The Company may seek to raise further funds by way of share equity issues subject to market conditions.

5. BASIS OF TECHNICAL VALUATION OF REDBANK

5.1 Shares in Redbank

• 5.1.1 In considering the proposals as outlined in resolution 1 we have sought to determine if the conversion prices of the Notes 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.

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• 5.1.2 The proposals pursuant to resolution 1 would be fair to the existing non associated shareholders if the conversion prices of the Notes shares are 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 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 (including the Copperado prospect as noted in paragraph 5.5.1 below) are theoretical as without funds the Redbank Copper Mine could not be re-developed.

• 5.3 Takeover Bid

• 5.3.1 We have been advised by the Directors of Redbank that they do not believe that there would be any person with an interest in taking over the Company by way of a formal takeover bid at the current time. 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 30.13% after conversion of the Loan noted elsewhere in this report. La Jolla technically may obtain over 20% of the Company on exercise of the Notes or part thereof.

• 5.4 Net Asset Backing and Wind-Up Value

• 5.4.1 A summary of the unaudited consolidated balance sheet of Redbank as at 31 October 2009 is summarised below after allowing for the conversion of the Loan from Stirling Copper 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.

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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 Borrowings Total liabilities Net Assets Equity Issued capital Reserves Accumulated losses Net Equity	Unaudited 30 September 2009 $000’s 1,186 677 481 20
	2,364
	350 743 54 8,884
	10,031
	12,395
	1,523 797 360
	2,680
	-
	-
	2,680
	9,715
	84,678 - (74,963)
	9,715

5.4.2 Based on the adjusted pro-forma book values at 31 October 2009 this equates to a value per share (deemed to be 1,141,074,059 shares) of approximately 0.85 cents (ignoring the value, if any, of non-booked tax benefits).

5.5 Market Price of Redbank Shares

5.5.1 We set out below a summary of the fully paid share prices of Redbank since 1 April 2009 to the date (10 December 2009) immediately prior to the announcement of the details of the Agreement with La Jolla (announced 11 December 2009).

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			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	1.8	1.3	1.5	193,124
November	1.7	1.1	1.3	257,999
December (to
10th)	1.5	1.2	1.3	55,746

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. On 10 November 2009, the Company announced the Loan conversion proposal with the Stirling Group and on 10/11 November 2009, 28,672,714 shares were traded on ASX. On 26 November 2009, the Company announced a new copper discovery at its Copperado prospect (16km northeast of the Redbank Copper Mine) in the Northern Territory. On that day, 106,801,510 shares were traded on ASX.

• 5.5.2 Generally, the market is a fair indicator of what a share is worth, however the theoretical technical value based on the underlying value of assets and liabilities may be lower or higher. In the case of Redbank, current cash liquidity is not strong and the Company will eventually need to undertake a capital raising of some significance. In the meantime, the cash position of the Redbank Group is tight and there is little money for expansion and working capital. The proposed Note Issues to La Jolla is part of the financing plan of Redbank that includes funding for the construction and re-opening of the Redbank Copper Mine and will, if all Notes are issued, raise US$7,500,000.

• 5.5.3 No independent valuations have been prepared on the mineral assets and prospects of Redbank and we do not consider it necessary to obtain an independent valuation of the mineral assets and 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)

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although in recent times the premium has been reduced. The market capitalisation of Redbank as at 30 October 2009 was approximately $14.7 million (after taking into the account the additional placement made on 26 October 2009) 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. Between 1 November 2009 and 10 December 2009, the shares in Redbank traded on ASX at between 1.0 cents and 1.7 cents with most shares traded at prices between 1.3 cents and 1.4 cents. This is some indication that the market is recognising the poor liquidity of the Redbank Group. On 10 December 2009 immediately before the La Jolla announcement, the shares had risen to 1.3 cents and the market capitalisation had risen to approximately $14,834,000 that is above the pro-forma net asset position of 30 September 2009. The Company’s financial position is very poor and may not be able to continue exploration and evaluation of its exploration portfolio (including reopening of the Redbank Copper Mine) and pay corporate costs without a significant inflow of funds via a capital raising or loan funds (such as the Notes to La Jolla).

The capital markets over recent times have been in turmoil and the ability to raise capital particularly by way of an IPO has been restricted. In Perth WA there has been only several new IPO’s in the first 6 months of 2009, although there has been an increase in IPO’s over the past 3 months. Even arranging share placements has been difficult and where they have occurred they have been undertaken in the main at significant discounts to market values and technical values. There have been a number of failures of companies in 2008 and earlier in 2009 and this has reduced the appetite of brokers and investors to take up shareholding positions in junior and mid cap companies in Australia although there has been some interest in the last several months. The Company’s financial position is arguable insufficient to meet existing current liabilities in full and pay new administration and corporate costs without a significant inflow of funds via a capital raising or loan funds. The Note Issue(s) should relieve the short/medium term financial position of the Company although in the longer term new share equity may be required. The Directors when initially negotiating with La Jolla for the Notes issue considered a fair market value of a Redbank Share to be around 1.3 cents as the share price on ASX was around 1.3 cents. The ability of the Company to continue trading was in doubt and it was noted that the auditors’ report of 30 September 2009 contained a comment on going concern (material uncertainty on going concern).

• 5.6 Preferred value of Redbank fully paid Shares to arrive at fairness conclusion

• 5.6.1 Notwithstanding the good prospectivity of the Redbank Copper Mine (and Redbank’s undeveloped mineral prospects) without cash the Company cannot reopen the Redbank Copper Mine and recommence exploration and evaluation of the other mineral prospects. The closing share price as at 10 December 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 proceed (along with recommissioning at the Redbank Copper Mine), then arguably the fair value of an Redbank share would be in excess of the minimum 1.2 cent conversion price of the Notes. It is noted that the exercise price is the lower of 25 cents and 80% of the average of the VWAP prices during the 21 trading days prior to the election to convert (but with a floor price of 1.2 cents). The share price in the future is unknown but it may be fair to say that if the

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Redbank Copper Mine is recommissioned and development of the Company’s other mineral assets do proceed to production (more evaluation work is still required before a decision to commence mining is contemplated in regard to the non Redbank Copper Mine assets), then it is likely that the share price would be higher than the share price as at 10 December 2009 and at the date of signing this report (share price between 1.3 cents and 1.4 cents).

• 5.6.2 It is noted that over the past 6 to 9 months there have been many capital raisings by small cap companies at discounts of up to 50% and we note that ASX Listing Rule 7.3.3 allows the issue of shares at a discount of up to 20% of the market value (weighted average over five days) where the issue price is not predetermined then it is accepted that the ability of issuing shares to investors is in the range of 0.65 cents to 1.04 cents, being 50% to 80% of say 1.3 cents (share price as at 10 December 2009 immediately before the announcement of the La Jolla proposals). Realistically, any placement would be less than 1 cent per share as for most of the 2 month period leading up to 11 December 2009 (the actual date of the announcement) the shares in Redbank traded between 1.0 cents and 1.7 cents (with the vast majority at between 1.2 cents and 1.4 cents) and thus an issue price of around 1 cent would not be an unrealistic expectation. It is noted than in recent times many companies are making share placements at significant discounts to share trading prices and some discounts have been up to 50%. It is not unreasonable to assume that for Redbank to raise funds in the current economic circumstances a significant discount would need to be offered to investors.

• 5.6.3 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 treatment of the Notes;

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

• general economic conditions;

• the liquidity of shares in Redbank; and

• possible ventures and acquisitions entered into by Redbank.

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 October 2009 through to 10 December 2009) of the Company. Accordingly the value of an ordinary share from 1 October 2009 through to 10 December 2009 has oscillated from a low of 1.0 cents per share to a high of 1.8 cents per share. The price of a Redbank ordinary share post 1 December 2009 through to 10 December 2009 oscillated between 1.2 cents and 1.4 cents.

As at 31 October 2009 after adjusting for the conversion of the Loan to ordinary shares but before allowing for losses incurred post 31 October 2009 the net asset backing per share is approximately 0.85 cents. The closing price of a Redbank share on ASX as at 10 December 2009 (day prior to the La Jolla announcement) was 1.3 cents. It is noted that copper prices have increased substantially over the past 6 months. On 21 December 2009, the closing share price of a Redbank share trading on ASX was 1.3 cents. We have put 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 proposals under resolution 1, the fair value of a Redbank share lies in the range of 1.2 cents and 1.4 cents.

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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, La Jolla on conversion of all or some of the Notes to ordinary fully paid shares in Redbank may increase its shareholding from nil% to over 20%. As noted in paragraph 3.4 the actual percentage cannot be reliably estimated as it will depend on, inter-alia, the US/AUS foreign exchange rates, the number of Notes converted to ordinary shares in Redbank, the share price of an Redbank share at date(s) of conversion(s) and other potential share issues. However, it is possible that the 20% threshold may be achieved and accordingly, we have addressed whether a premium for control will be paid.

• 6.3 Arguably the current market value of a Redbank Share approximates 1.2 cents to 1.4 cents with the net book asset backing disclosing approximately 0.89 cents. The conversion price is a minimum of 1.2 cents per share but may be the lower of 25 cents and 80% of the 3 lowest VWAP prices during the 21 days prior to the election to convert with a minimum floor price of conversion at 1.2 cents per share. La Jolla, arguably based on current share prices, may not be paying a premium for control as the minimum conversion share price is higher than the share price as at 10 December 2009 (1.4 cents). The conversion price may be lower than the share price of a Redbank share at date(s) of conversion as the conversion prices may be 80% of the 3 lowest volume weighted average price (“VWAP”) prices during the 21 days prior to the election to convert. However, it is noted that at the time of negotiations with La Jolla and now, Redbank was and still is in a poor financial position, the share price was around 1.3 cents and any share placement of the magnitude of up to US$7,500,000 would need to have been undertaken at a significant discount to market value and probably well below 1.3 cents per share.

• 6.4 We note that currently La Jolla has no Board representatives. On completion of the Note Issue there is no immediate plan for La Jolla to seek the election of a La Jolla representative. This may change if La Jolla converts some or all of the Notes.

7. FAIRNESS AND REASONABLENESS OF THE PROPOSALS

We set out below, some of the advantages, disadvantages and other factors pertaining to the proposed issues, pursuant to resolution 1.

Advantages

• 7.1 If shareholders do not approve resolution 1 then there is the possibility that the Company cannot continue in its present form and the Company may be forced to divest itself of some or all of its assets and may not be able to continue to survive as a listed ASX company. If forced to undertake a capital raising (shares), then the discount to market may be substantial.

• 7.2 La Jolla can potentially strengthen its ties with Redbank that in the medium term can lead to advantages to Redbank shareholders. La Jolla by subscribing for Notes in Redbank (with the right to convert to ordinary shares as outlined above) are placing faith in

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Redbank and as noted above should assist Redbank in continuing in business and allowing the Redbank Copper Mine to reopen in late 2010. If this is achieved all shareholders may benefit and realise additional liquidity to their shares.

• 7.3 Given the poor financial results to date on the existing businesses, it may be difficult to raise capital through the medium of a rights issue. It may also prove difficult to place shares at greater than 1.0 cents to 1.4 cents each to new investors without positive news. The issue of Notes to La Jolla is considered beneficial to the Company as the Company can raise a minimum of US$1,500,000 and up to US$7,500,000 over the next 6 months.

• 7.4 The Company is raising a minimum of US$1,500,000 and up to US$7,500,000 without paying a commission that in today’s market would be between 5% and 8%. This saves the Company between US$75,000 and US$120,000 per Note and between US$375,000 and US$600,000 if all Notes were issued although there is a cost of approximately up to $50,000 in regard to the issue of the Notice and accompanying documents as shareholder approval is required pursuant to TCA.

Disadvantages

• 7.5 An influential shareholding of the Company may be being given to La Jolla if all or some of the Notes were converted into share equity (ordinary shares in Redbank), however this could be an advantage as La Jolla would wish to ensure its shareholding in Redbank improves in value and if a share price rise eventuates, all shareholders gain. At the same time the potential for La Jolla to obtain a potential significant shareholding interest in Redbank may be a disincentive for other parties to make a takeover bid for the Company. The non associated shareholders will initially reduce their collective shareholding in Redbank if all of the Principal Sums of the Notes are converted to shares in Redbank on or before the Repayment Date.

• 7.6 There is an interest cost in entering into the Note Facility, although the interest rate of 4.75% is lower than other Notes issued to other mineral exploration companies in recent times. We have noted other issues where the interest rate is 9% to 12%. Assuming the First Tranche Note matured on 4 December 2011, the interest payable on the Tranche 1 Note may fall between approximately AUS$145,000 and AUS$217,000 depending on the FX rate used. In US dollar terms the interest cost would be approximately US$130,625. If we assumed all the Tranches (1 to 5) of Notes are drawn down in full from 4 February 2010 and are due to be repaid on 4 December 2011, the interest payable in US dollars would approximate US$653,125 (in the range of approximately AUS$725,000 to AUS$1,088,000. It is not planned to draw down on the Notes all at one time and they will be drawn down on a monthly basis and thus the interest payable should be less. The total amount payable on the Repayment Date may approximate up to US$7,500,000 and the Company may not be in a financial position to repay the Notes (if the Notes are not converted to ordinary shares in Redbank) unless in the meantime the Company has had commercial success and is cash flow positive (the Company believes this will be so in several years time from the Redbank Copper Mine).

• 7.7 The conversion price (actual conversion price cannot be calculated at the time of preparation of this report) (if the Notes are converted to share equity) on or before 4 December 2011 may be less than the share price of a Redbank share at conversion date.

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Other Factors

• 7.8 La Jolla is taking a risk in investing funds in Redbank as the business assets to date have not been profitable and further losses may occur (although the Redbank Copper is planned to be operating cash flow positive after 2010). There is a huge incentive for La Jolla to make Redbank a successful cash flow positive company and if this eventuates the share price rise should rise considerably from current levels. All shareholders would benefit from a rise in the share price.

• 7.9 The opportunities to raise a total of up to US$7,500,000 are considered limited in the current bearish (but improving) market associated with junior companies and the stock market generally. It would be expected that a discount to market would apply and it may be as high as 50%.

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 proposals as outlined in resolution 1 to issue up to US$7,500,000 in Notes to La Jolla are, in view of the current financial state of the Company and the capital markets, considered to be fair and reasonable to the non associated shareholders of Redbank.

• 8.2 As noted above, the potential conversion price(s) of the Notes may be less than the share price of a Redbank share at the actual date of conversion. It should be noted that shareholders need to take into account the likelihood of the future prospectivity of, and any associated potential upgrades to mineral resources of the Redbank Copper Mine and other mineral assets of Redbank, and thus the impact upon the share price(s) up to 4 December 2011, to ascertain whether the future value and the conversion price(s) is considered to be congruent.

9. SOURCES OF INFORMATION

• 9.1 In making our assessment as to whether the proposals pursuant to resolution 1 are 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:

• Draft Notice of General Meeting of Shareholders and Explanatory Memorandum of Redbank;

• Discussions and correspondence with management of Redbank;

• Shareholding details of Redbank as at 11 December 2009 and 22 December 2009;

• Share prices relating to Redbank Shares from 1 January 2009 to 12 noon on 22 December 2009;

• Announcements made by Redbank to its shareholders from 1 January 2009 to 22 December 2009;

• The Agreements (Securities Purchase Agreement and Convertible Note Agreement) between Redbank and La Jolla of December 2009;

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

• Unaudited consolidated balance sheets of the Redbank Group for the 3 months ended

• 30 September 2009 and 4 months ended 31 October 2009;

• The preliminary evaluation report on the Redbank Copper Mine;

• The Loan Agreement, Deed of Variation and Deed of Assignment of Debt and Securities between Redbank and Stirling Copper;

• The budget and cash flow forecasts to June 2010; and

• The IER of 9 November 2009 relating to the conversion of a Loan into 91,684,333 shares at 1.7 cents per share.

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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J P 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 Securities dated 22 December 2009, relating to the proposals contained in resolution 1 outlined in the Notice of Meeting of Shareholders of Redbank.

At the date of this report, Stantons International Securities does not have any interest in the outcome of the proposals. There are no relationships with Redbank 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 not to exceed $15,000. The fee is payable regardless of the outcome. With the exception of that 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 (a trading division of Stantons International Pty Ltd) or Stantons International Services Pty Ltd an affiliated entity or any directors of Stantons International Pty Ltd and Stantons International Services Pty Ltd do not hold any securities in Redbank. 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 Pty Ltd is the holder of an Investment Advisers Licence (No 319600) under the Corporations Act 2001 relating to advice and reporting on mergers, takeovers and acquisitions involving securities. A number of the directors of Stantons International Pty Ltd are the Directors of Stantons International Services Pty Ltd an affiliated entity. Stantons International Pty Ltd 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 and/or tax and accounting services.

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.

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DECLARATION

This report has been prepared at the request of the Directors of Redbank in order to assist the shareholders of Redbank (not associated with La Jolla) to assess the merits of the proposals (resolution 1) to which this report relates. This report has been prepared for the benefit of Redbank and those persons only who are entitled to receive a copy for the purposes of Section 611 (Item 7) of the Corporations Act 2001 and does not provide a general expression of Stantons International Securities opinion as to the longer term value of Redbank and its individual 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 Redbank or its subsidiaries, businesses or other assets. 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 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 and Stantons International Services Pty Ltd, its 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 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 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 FOR STANTONS INTERNATIONAL SECURITIES DATED 22 December 2009

1. Stantons International Pty Ltd (Trading as 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.

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 debt instruments)

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 advice relates to the acquisition or possible acquisition of a financial product, you should

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also obtain a product disclosure statement relating to the product and consider that statement before making any decision about whether to acquire the product. Where you do not understand the matters contained in the Independent Expert’s Report you should seek advice from a registered financial adviser.

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 division of Stantons International Pty Ltd a professional advisory and accounting practice. Our directors may be directors in Stantons International Pty Ltd and SIS has an affiliation with Stantons International Services Pty Ltd.

From time to time, SIS 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.

1. Complaints resolution

2. 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 3001

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

1. Contact details

You may contact us using the details set out at section 9.1of this FSG or by phoning 08 9481 3188 or faxing 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, 5 February 2010 at Redbank Copper Limited Ground Floor 150 Hay Street, Subiaco, 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

Voting on Business of the General Meeting Resolution 1 – Approval of Issue of Securities to La Jolla Cove Investors Inc. Resolution 2 – Ratification of Issue of Securities to La Jolla Cove Investors Inc.

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FOR AGAINST ABSTAIN
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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.

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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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35

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 3 February 2010.

Proxy forms received later than this time will be invalid.

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