ORA BANDA MINING LTD - Proxy Solicitation & Information Statement 2011

SWAN GOLD MINING LIMITED ACN 100 038 266

NOTICE OF GENERAL MEETING

TIME : 10.00AM (WST) DATE : 30 December 2011 PLACE : City West Receptions, 45 Plaistowe Mews, West Perth

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6389 7500.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	4
Glossary	20
Proxy Form	23
Annexure A – Independent Expert’s Report

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00AM (WST) on 30 December 2011 at:

City West Receptions, 45 Plaistowe Mews, West Perth.

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 10.00AM on 28 December 2011.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – DISPOSAL OF CARNEGIE AND SIBERIA SHAREHOLDING

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

“That, for the purposes of ASX Listing Rule 10.1 and 11.2 and for all other purposes, approval is given for the sale by the Company of all of the shares held by the Company in Carnegie Gold Pty Ltd and Siberia Mining Corporation Pty Ltd to DCM DECOmetal GMBH on the terms and conditions set out in the Explanatory Statement.”

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

Independent Expert’s Report : Shareholders should carefully consider the Independent Expert’s Report prepared by Stantons International Securities for the purposes of the Shareholder approval required by ASX Listing Rule 10.1 which comments on the fairness and reasonableness of the transaction to the non-associated Shareholders in the Company. The Independent Expert has determined that the Transaction is FAIR AND REASONABLE to the non-associated Shareholders of the Company.

2. RESOLUTION 2 – APPROVAL FOR A SELECTIVE REDUCTION OF CAPITAL

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, in accordance with Section 256C(2) of the Corporations Act and for all other purposes, subject to approval by Stirling Gold Pty Limited, Territory Gold Pty Limited and DCM DECOmetal GMBH and Stirling Resources Limited shareholders, approval is given for the Company to make a selective reduction of capital and cancel a total of 222,664,264 Shares on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation : Under the Corporations Act, a company may make a selective reduction of its capital by a special resolution passed at a general meeting. The cancellation of 222,664,264 Shares is a selective reduction of capital and therefore must be approved by either a special resolution at a general meeting or by a resolution agreed to by all ordinary shareholders at a general meeting. Please refer to the Explanatory Statement for details.

Voting Exclusion : The Company will disregard any votes cast on this resolution by any person who is to receive consideration as part of the reduction or whose liability to pay amounts unpaid on shares is to be reduced, or any associates of those persons.

DATED: 29 NOVEMBER 2011

BY ORDER OF THE BOARD

ILDIKO WOWESNY COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. BACKGROUND

1.1 General

On 10 July 2008, the Company went into administration with debts of around $50 million and to various creditors ( Creditors ).

In June 2009, the Company entered into a recapitalisation deed ( Recapitalisation Deed ) with Stirling Resources Limited ( Stirling ), Stirling Gold Pty Limited ( SRE Gold ), MGMC Pty Limited ( MGMC or the Trustee ), Crawley Investments Pty Limited ( Crawley ) Crawley Investments Pty Limited ( Crawley ) and Bryan Hughes as deed administrator of the Group Companies ( Deed Administrator ) pursuant to which it was proposed to recapitalise the Company.

Under the transaction contemplated by the Recapitalisation Deed

( Recapitalisation ):

(a) the Company issued 300,000,000 Shares to SRE Gold and 100,000,000 million free 3 year $0.05 Options and received a payment from SRE Gold of $15,000,000;
(b) the Company issued 35,000,000 Shares to Crawley in satisfaction of the $1,750,000 debt owed by the Company to Crawley ( Crawley Debt );
(c) the Group Companies were released from Creditors’ claims as at the commencement of administration and in return those Creditors had reciprocal claims against the following separate creditors’ trusts ( Creditors Trusts ) established under deeds of company arrangement of the Group Companies so that Creditors would receive 100 cents in the dollar:
(i) creditors of the Group Companies (other than Mt Ida Gold Pty Limited and Mt Ida Gold Operations Pty Limited), Territory Resources Limited ( Territory ) and Crawley ( Group Trust );
(ii) creditors of Mt Ida Gold Pty Limited and Mt Ida Gold Operations Pty Limited ( Mt Ida Trust ) other than Territory; and
(iii) Territory ( Territory Trust );
(d) ( payments to Creditors Trusts ) the Company agreed to make the following payments to the Creditors’ Trusts:
(i) Group Trust: $6,630,392 at completion and 3 equal payments of $3,209,300 within 4, 8 and 12 months from completion;
(ii) Mt Ida Trust: $1,201,838 at completion and 2 equal payments of $506,700 within 4 and 8 months from completion; and
(iii) Territory Trust:

  - (A) $2,961,000 at completion and the difference between $25,533,281 and the sum of $2,961,000; and

  - (B) all amounts due from Minjar Gold Pty Ltd from the sale of Monarch’s share in Minjar Gold Pty Ltd to Golden Stallion Resources Pty Ltd and any proceeds from the sale of the Davyhurst Project (if sold) within 24 months from Completion;

(e) ( issue to the Trustee ) the Company issued the following Shares to the Creditors' Trusts at a deemed issue price of $0.05 per Share, which were intended to be sold by the Trustee of the relevant Creditors' Trust over 12 months following and the net proceeds distributed amongst Creditors of the relevant Creditors' Trust:
(i) 178,206,960 Shares to the Group Trust; and
(ii) 30,625,384 Shares to the Mt Ida Trust; and
(f) various charges were granted by the Group Companies to the Creditors’ Trusts as security for the Company’s payment obligations under the Recapitalisation Deed.

On 26 February 2010, settlement of the Recapitalisation Deed occurred and the Company came out of administration. However, notwithstanding that settlement occurred, the Company continued to owe the Creditors Trusts approximately $23 million.

In November 2011, DCM and Territory reached agreement and settlement whereby the position of Territory in the Territory Trust and the shares in Swan Gold held by Territory were both assigned to DCM. As at the date of this Notice, Settlement of the transfer of Territory’s Shares in Swan is in the process of taking place and had not yet occurred.

As at the date of this Notice, the Company still owes the Creditors Trusts a total amount of approximately $24,460,305. Given this, the Company has been attempting for some time to dispose of its assets in order to repay these debts. Accordingly, after lengthy negotiations, on 18 August 2011 the Company and its wholly owned subsidiaries Carnegie Gold Pty Ltd ( Carnegie ) and Siberia Mining Corporation Pty Ltd ( Siberia ), entered into a conditional agreement with DCM ( Share Sale Agreement ) pursuant to which the Company agreed to sell 100% of the issued shares in Carnegie and Siberia ( Sale Subsidiaries ), who hold the Carnegie and Mt Ida Gold projects ( Mining Interests ), to DCM. The transactions contemplated by the Share Sale Agreement are collectively referred to as the Transaction .

A summary of the Share Sale Agreement is set out in Section 1.2 of this Explanatory Statement.

1.2 Summary of the Share Sale Agreement:

(a) ( Conditions Precedent ): The Share Sale Agreement is conditional on satisfaction of the conditions precedent set out below, by 31 December 2011 (as extended by letter agreement dated 19 October 2011):
(i) receiving from the Treasurer of the Commonwealth of Australia under FATA written notice stating that it has no objection to the

proposed Transaction (on conditions acceptable to DCM) or the Treasurer of the Commonwealth of Australia being precluded from objecting to the proposed Transaction;

(ii) the Company procuring all necessary third party consents to the Transaction and providing DCM with a copy of such consents;
(iii) the Company obtaining approval of the Transaction by Shareholders of the Company at a general meeting in accordance with the requirements of the Corporations Act and the ASX Listing Rules;
(iv) the Company obtaining the approval of MGMC in its capacity as trustee of the Group Trust to enter into the Transaction;
(v) completion of the assignment of the Mt Ida Debt and Mt Ida Securities from MGMC as trustee for the Mt Ida Trust to DCM;
(vi) Territory assigning to DCM all of its rights and interests as a beneficiary under the Territory Trust;
(vii) Stirling agreeing with the Company to cancel the Stirling Debt; and
(viii) each of Territory, Stirling and DCM (and each of their related bodies corporate) agreeing to cancel their shares in the Company.

The conditions in clauses 1.2(a)(v) and 1.2(a)(vi) have been satisfied; the other conditions are in the process of being satisfied. The conditions in clauses 1.2(a)(vii) and 1.2(a)(viii) as they relate to Stirling, are subject to Stirling shareholder approval pursuant to ASX Listing Rule 10.1 (if required).

(b) ( Consideration ): Subject to the Company obtaining Shareholder approval for the Transaction, and satisfaction of the other conditions, DCM has agreed to the following as consideration under the Share Sale Agreement:
(i) the release and discharge of the Mt Ida Securities and the Territory Securities;
(ii) $9,970,003 to be paid to MGMC as trustee for the Group Trust in full and final satisfaction of all claims the Group Trust may have against the Company;
(iii) extinguishment of the debt due to Stirling Resources Limited of $7,589,000; and
(iv) $5,000,000 in cash to be paid to the Company.
(c) ( Funding of operations ): DCM will fund the ongoing operations of the Company until the Transaction is complete.
(d) ( Representations and warranties ): The Share Sale Agreement includes various warranties given by the Company to DCM and DCM to the

Company ( Warranties ). The Warranties include normal commercial warranties to cover such items such as title, power, authority, insolvency, and corporate records in relation to the Company. As at the date of this Notice of Meeting, the Board was not aware of any breach of any Warranty.

(e) ( Governing Law ): the Share Sale Agreement is governed by the laws of Western Australia.

2. RESOLUTION 1

2.1 General

Resolution 1 seeks Shareholder approval for the disposal of the Shares pursuant to ASX Listing Rule 10.1 and ASX Listing Rule 11.2.

2.2 ASX Listing Rule 10.1 – general

Listing Rule 10.1 provides that an entity must seek the approval of its Shareholders before disposing of a substantial asset to a related party of the entity.

A related party under the Listing Rules has the same meaning as under the Corporations Act. DCM, who is purchasing the Sale Subsidiaries from the Company under the Share Sale Agreement, has a relevant interest in 222,664,264 Shares or 29.95% of the Shares in the Company. As a result, pursuant to Sections 228 and 50AA of the Corporations Act, DCM is a related party of the Company by virtue of being able to determine the outcome of decisions about the Company’s financial and operating policies.

Listing Rule 10.2 provides that an asset is a substantial asset if its value, or the value of the consideration for it is 5% or more of the equity interests of the entity as set out in the latest accounts given to ASX under the Listing Rules. Separate transactions will be aggregated if, in ASX’s opinion, they form part of the same commercial transaction. The Company’s interest in the Sale Subsidiaries is the Company’s primary asset and has a value which is greater than 5% of the Company’s equity interests. As a result, the shares in Carnegie and Siberia, which hold the Mining Interests, are a substantial asset of the Company for the purpose of Listing Rule 10.1.

Given DCM is a related party of the Company and the Shares are a substantial asset of the Company, Shareholder approval pursuant to Listing Rule 10.1 is required.

ASX Listing Rule 10.1 provides that Shareholder approval sought for the purpose of ASX Listing Rule 10.1 must include a report on the proposed acquisition or disposal from an independent expert.

2.3 ASX Listing Rule 10.1 – Independent Expert’s Report

The Independent Expert's Report prepared by Stantons International Securities assesses whether the sale of the Sale Subsidiaries to DCM is fair and reasonable to the non-associated Shareholders of the Company. The advantages and disadvantages of the Transaction are outlined in Section 2.15 of this Notice and Section 6 of the Independent Experts’ Report and are provided to enable nonassociated Shareholders of the Company to determine whether they are better off if the Transaction proceeds than if it does not.

The Independent Expert’s Report concludes that the Transaction, on balance, is fair and reasonable to the non-associated Shareholders of the Company.

Shareholders are urged to carefully read the Independent Expert’s Report to understand the scope of the report, the methodology of the valuation and the sources of information and assumptions made.

2.4 ASX Listing Rule 11.2

Listing Rule 11.2 provides that an entity must seek the approval of its Shareholders before disposing of its main undertaking. The Sale Subsidiaries constitute greater than 50% of the Company’s assets. As a result, the Sale Subsidiaries, through their holdings of the Mining Interests, are the Company’s main undertaking.

As the proposed transaction represents the disposal of the Company’s main undertaking, Shareholder approval is sought pursuant to Resolution 1 for the Company to sell all of the issued shares in Carnegie and Siberia.

2.5 Description of the Carnegie Project

The Carnegie Gold Project is located approximately 120km north-west of Kalgoorlie, and is a core component of the Company’s consolidated gold resource base in the Goldfields of Western Australia. Historically, the Davyhurst field comprising Riverina, Mulline, Davyhurst, Siberia, Lady Ida and Kunanalling project areas has produced more than 1.5 million ounces of gold since 1897.

The Company acquired the Carnegie Project in November 2005, comprising at that time a JORC compliant resource, 841km[2 ] tenement package, a 1.2 million tonne per year gold processing facility, administration offices, an accommodation village and associated infrastructure.

In early 2006, the Company further expanded its position at Carnegie through a merger with Siberia. This merger resulted in the strategic consolidation of the nearby Siberia and Ida Gold Camp deposits in the Company’s existing holding, establishing a consolidated project with a combined JORC compliant resource base of approximately 1.5 million ounces of gold[1] within a 2,000 sq km tenement package including a centrally located gold treatment facility and production infrastructure.

Exploration

The combined Carnegie Project which is located within the prolific Davyhurst-Mt Ida greenstone belt has significant exploration potential. This belt hosts two major geological structures, the Zuleika Shear and the Mt Ida Fault, which have a close association with gold mineralisation in the region. The majority (80%) of past drilling in the area was completed to depths of less than 50 metres and was generally only focused on known deposits within a limited geological assessment.

1 This JORC compliant resource consists of a JORC compliant measured mineral resource of 236,000 tonnes @ 2.8 g/t for 21 oz of gold; a JORC compliant indicated mineral resource of 10,996,000 tonnes @ 2.2 g/t for 778 oz of gold; and a JORC compliant inferred mineral resource of 9,050,000 tonnes @ 2.4 g/t for 698 oz of gold.

The Company owns a comprehensive, verified and audited database of magnetic intensity, geochemical and drilling data for gold and nickel which combines more than 50 years of data.

Specialist geological consultants, SRK Consulting, completed a structural review and interpretation of the combined exploration database for the Carnegie Project, establishing a comprehensive exploration framework and outlining key exploration targets. Following the SRK report, Aster imagery was used to complete a regolith map developed to aid interpretation of the geochemical anomalies.

Aerial magnetics were re-flown over extensive areas of the tenements in order to improve the coverage and clarity of magnetic imaging, as well as processing the existing data. In addition, aerial photography over the leases was completed and integrated into the exploration database. An extensive programme of verification and integration of the data from the Carnegie and Siberia geological databases into a GIS database was conducted.

Riverina Gold Project

The Riverina Gold Project covers some 135 sq kms of granted tenements and is located immediately to the north of the Carnegie processing plant.

The project covers 24kms of the continuation north from the Carnegie processing plant of the Mt Ida greenstone belt and is widely mineralised. Mineralisation is located in sub-parallel veins which are amendable to open cut and underground mining.

Resource definition of RC drilling could focus on the area between the North and South shafts and also test a further 800 metres strike extent of mineralisation to the north of the optimised pit, where previous drilling was not of a density adequate for resource definition. The drilling tests numerous historically mined mineralised lodes, some of which do not have a surface expression.

Mulline

The Mulline project covers is located immediately to the south and west of the Riverina project area, and north of the Carnegie project area.

A number of relatively deep historic workings are present to the north and south of the Lady Jane pit at Mulline. Although the area has been tested by RAB drilling, depth of cover is relatively shallow and therefore depth of holes has generally been less than 20m. Minor RC drilling was completed however drilling has not adequately tested for mineralisation associated with the workings. There are also a number of laterite pits in the Mulline area where the source of the surficial mineralisation has not been determined in most cases.

Other deposits include Lady Gladys. Earlier mining initially used underground methods, with the most recent phase open cut.

Davyhurst

Recent exploration RC drilling on the Round Dam trend, a gold-mineralised corridor extending over 15kms from the Lady Eileen prospect in the north to the Salmon Gums prospect in the south, has recorded excellent results. The Round Dam trend is located only 4kms from the Carnegie mill at its northern extent.

Historically exploration over the 15kms of the Round dam trend has been confined to shallow, wide spaced RAB drilling which leaves the potential for significant further discoveries.

Siberia

The Siberia Projects lies approximately 30km to the south east of the Carnegie processing plant. It includes the Siberia Gold Camp which contains the Missouri, Sand King, Palmerston, Camperdown, Black Rabbit and Berwick-Moreing deposits.

The Black Rabbit deposit is located at the southern extent of the Siberia mining camp, 40km from the Carnegie processing plant.

Lady Ida

The Lady Ida areas cover an area from Lizard to Callion and is 20-100 kilometres south of the Carnegie processing plant. Exploration advanced the project through extensive programmes of soil sampling, auger drilling and RAB drilling. This work has defined large linear anomalous gold zones including the Lizard, Iguana and Blue Tongue deposits.

2.6 Description of the Mt Ida Project

The Mt Ida project is a small high grade underground deposit located 60 kms north east of the Carnegie processing plant.

The Company acquired 100% of the total tenement package covering approximately 500 sq km.

The project occupies the northern extension of the Mt Ida Structural Zone which is the regional host structure to several significant gold discoveries including the Kundana, Carnegie and Riverina projects to the south. The Mt Ida project shear zone represents an attractive exploration target over the entire 25 km of identified strike extent. The zone within the project area is marked by numerous historical workings and mines.

Gold was first discovered in this area in the mid 1980s and the Mt Ida region has produced in excess of 265,000 ounces of gold at an average grade of 16.3 g/t Au.

The major focus of exploration conducted within the Mt Ida project area surrounds the immediate vicinity of the Timoni mine. The exploration and development focus is currently on the Baldock, Meteor and Whinnen shoots.

Meteor requires final reserve definition drilling to establish the final layout for mine planning. The Meteor shoot could be developed to provide ongoing ore supply from the mine, subject to final reserve results. Development could be from the Baldock access levels.

Mining at Mt Ida was planned by underground mining methods consisting of small scale rail mounted hand held development and bar and arm style longhole stoping. Access to the workings via the refurbished Timoni shaft.

Mining ceased in July 2008 following the appointment of administrators and the workings have been kept on care and maintenance since.

2.7 Competent Persons Statement

The information in this Notice that relates to Exploration Results and Mineral Resources of Swan has been prepared by Mr Malcolm Castle, who is a member of the Australasian Institute of Mining and Metallurgy. Mr Castle is a consultant to the Company. Mr Castle has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as Competent Persons as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.’ Mr Castle consents to the inclusion in this Notice of the matters based on the information in the form and context in which they appear.

2.8 Value of the Transaction

The Directors believe that the value to be realised under the Transaction represent the best available outcome for all Shareholders. The Directors believe that the Transaction offers a greater return on equity to Shareholders than continuing to hold the Project, with the consequent cost of further equity and debt capital raisings, as well as the exposure to regulatory, developmental, operational and market related risks. The Directors also had regard to the release of liabilities of the Company affected by the Share Sale Agreement.

In considering the value of the Project, the Directors had regard to the requirements for substantial funding to continue to define the resource, maintain the tenements and to the significant amount of capital which would be required to exploit the resource. As far as possible, Directors also considered the market value of listed companies with similar resources. The directors are satisfied that the consideration stated in section 1.2 of this Notice is regarded as fair because:

(a) it recognises the value of the Project which has been widely and publically marketed for a considerable period;
(b) it eliminates future development and regulatory risk;
(c) it enhances the value for the remaining shareholders by the substantial share cancellation which is part of the Transaction;
(d) it extinguishes all liabilities and claims arising from the Recapitalisation Deed; and
(e) it provides the Company with the capacity to seek out new opportunities and projects to enhance Shareholder wealth and to consider other capital management initiatives.

The Company has also had regard to the Independent Expert’s Report attached to this Notice as Schedule 1 which determined that the Transaction is fair and reasonable to Shareholders.

2.9 Intentions of the Company if the Transaction is approved and implemented

The release of the various debts and securities and the proceeds of the sale will allow the Company to actively pursue other investment opportunities in the resources industry and any other industry where opportunities arise which may be in the shareholder’s best interests. Shareholders should note that, if the Company disposes of its main undertaking as proposed, any future business or

asset acquisition may be subject to the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules, as required by ASX Listing Rule 11.1.3.

The Directors will also consider other capital management alternatives with respect to the proceeds.

2.10 Intentions of the Company if the Transaction is not approved and implemented

The Company will continue to actively market the Project and evaluate new opportunities in the resource sector to divest the assets (in whole or part), pursue joint venture arrangements or return tenements to the regulatory authorities should the Company not be able to hold the relevant tenements. DCM will remain a shareholder in the Company, and Carnegie and Siberia will remain wholly owned subsidiaries of the Company.

2.11 Proposed timetable

The current timetable for Completion of the proposed Transaction is as follows:

Event	Date
Announcement of Transaction	23 August 2011
Dispatch of Meeting of Shareholders	29 November 2011
Cut off for lodging proxy form for Meeting	28 December 2011
Snapshot date for eligibility to vote at Meeting	28 December 2011
Meeting to approve Transaction	30 December 2011
Satisfaction of conditions precedent under the Share Sale Agreement	31 December 2011
Completion of the Transaction	18 February 2012
Reduction of Capital
Last day for trading in pre-reorganised securities	20 February 2012
Deferred Settlement Trading begins	21 February 2012
Last day to register transfers on a pre-reorganisation basis	27 February 2012
Registration of securities on a post-reorganisation basis and first day for issue of holding statements	28 February 2012
Despatch date and Deferred Settlement Trading ends	5 March 2012

Apart from the date of the Meeting, the dates are indicative only and may be varied in the event of a change in circumstances not foreseen at this time. The Board reserves the right to vary the dates either by shortening or extending the dates, subject to the requirements of the Corporations Act and the ASX Listing Rules.

2.12 Effect of the Share Sale Agreement and Resolution 1 on the Company, Shareholders and Optionholders

If the Share Sale Agreement is approved and completed:

(a) the Company will cease to hold any interest in Carnegie, Siberia and the Projects;
(b) the Company’s assets will comprise approximately $5,000,000 cash, office furniture and equipment;
(c) the Company will continue to evaluate potential exploration/mining opportunities in the resource sector and any other opportunities that are presented to the Company in other sectors; and
(d) in accordance with ASX Listing Rule 11.1.3, the Company may be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules in relation to any future asset or business acquisition.

A condition precedent to the Share Sale Agreement is that, subject to settlement occurring, all shareholdings that Stirling, Territory and DCM hold in the Company will be cancelled.

Stirling, Territory and DCM currently have the following shareholdings in the Company:

(a) Stirling – 176,981,690 Shares and 60,433,903 Options;
(b) Territory – 39,849,657 Shares and nil Options; and
(c) DCM – 5,832,917 Shares and nil Options.

Accordingly, if Resolutions 1 and 2 are approved and Stirling shareholders approve the cancellation of its Shares in the Company, the number of Shares held in the Company by a Shareholder other than Stirling, Territory and DCM, will remain the same, however, their percentage holding in the Company will increase. The Shares held by Stirling, Territory and DCM equate to 29.95% of the issued capital of the Company.

In particular MGMC Pty Ltd as trustee for The Group Trust and Mt Ida Trust ( MGMC ) presently holds 208,832,344 Shares in the Company (being 178,206,960 ATF The Group Trust and 30,625,384 ATF The Mt Ida Trust) which equates to 28.09% of the issued capital of the Company. If the proposed selective capital reduction proceeds, MGMC’s voting power will increase to 40.09%.

As stated above, all shareholdings that Stirling, Territory and DCM hold in the Company will be cancelled. However, those parties will retain the Options they hold in the Company, being 60,433,903 which are held entirely by Stirling.

Accordingly, if the Share Sale Agreement is approved and completed, the number of Options in the Company will remain the same.

2.13 Pro Forma Balance Sheet

An unaudited pro-forma balance sheet of the Company’s unaudited balance sheet as at 30 June 2011 as a result of the Transaction is set out below:

CURRENT ASSETS Cash and cash equivalents Trade and other receivables Prepayments Non-current assets classified as held for sale TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Interest bearing loans and borrowings Provisions Obligations to the Group Trust Obligations to the Mt Ida Trust Obligations to the Territory Trust Liabilities directly associated with assets classified as held for sale TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS / (LIABILITIES) EQUITY Contributed equity Accumulated losses Reserves TOTAL PARENT ENTITY INTEREST Non-controlling interest TOTAL EQUITY / (DEFICIT)	CONSOLIDATED 30 June 2011 Pro-forma $’000 $’000 159 5,000 132 - 164 - 40,891 - 41,346 5,000 254 254 254 254 41,600 5,254 877 - 7,410 - 31 - 9,970 - 1,013 - 13,477 - 4,148 - 36,926 - 36,926 - 4,674 5,254 165,166 165,166 (164,857) (164,277) 4,323 4,323 4,632 5,212 42 42 4,674 5,254	CONSOLIDATED 30 June 2011 Pro-forma $’000 $’000 159 5,000 132 - 164 - 40,891 - 41,346 5,000 254 254 254 254 41,600 5,254 877 - 7,410 - 31 - 9,970 - 1,013 - 13,477 - 4,148 - 36,926 - 36,926 - 4,674 5,254 165,166 165,166 (164,857) (164,277) 4,323 4,323 4,632 5,212 42 42 4,674 5,254
		5,000
		254
		254
		5,254
		- - - - - - -
		-

		-
		5,254
		165,166 (164,277) 4,323
		5,212 42
		5,254

2.14 Effect on Capital Structure

The capital structure at the date of this Notice is:

Total number of Shares on issue

743,487,661

Total number of Options on issue

135,250,009

As stated in Section 2.11 of this Notice, the Shares held by Stirling, Territory and DCM will be cancelled. Accordingly, on completion of the Transaction, the issued capital structure of the Company will be as follows:

Total number of Shares on issue post-Transaction	520,823,397
Total number of Options on issue post-Transaction	135,250,009

2.15 Advantages and disadvantages of the disposal

Set out below are non-exhaustive lists of what the Directors consider to be the advantages and disadvantages of the Transaction.

Advantages

The Directors believe that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the proposed Transaction:

(a) the realisation of significant value for the Company’s interest in the Project;
(b) all debts due by the Company to the Mt Ida Trust, Group Trust, Territory Trust and Stirling will be extinguished when all respective amounts are paid or extinguished in full at settlement of the Transaction; and
(c) the proceeds of the sale would allow the Company to actively pursue other investment opportunities.

Disadvantages

The Directors believe that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the proposed Transaction:

(a) the Company will not be able to participate in or derive any future potential profits from the Project;
(b) the Transaction may not be consistent with the investment objectives of all Shareholders; and
(c) the Projects and its related tenements may not be able to be retained due to regulatory requirements of minimum expenditures.

2.16 Section 208 of the Corporations Act

Under Chapter 2E of the Corporations Act, a public company cannot give a “financial benefit” to a “related party” unless one of the exceptions to the section apply or shareholders have in general meeting approved the giving of that financial benefit to the related party.

As noted above, DCM is a related party of the Company. In addition, the Transaction may constitute a “financial benefit” as defined in the Corporations Act.

The Directors consider that the Transaction is on arm’s length terms. This is consistent with the finding in the Independent Expert’s Report that the Transaction is fair and reasonable to Shareholders. Accordingly, the Directors consider that the Transaction falls within the arm’s length terms exception provided by Section 210 of the Corporations Act to the requirement to obtain shareholder approval under Part 2E of the Corporations Act. As such, the Company is not seeking approval under Section 208 of the Corporations Act.

2.17 Directors’ recommendation

For the reasons set out in this Explanatory Statement, the Directors consider that the proposed Transaction is in the best interests of the Company and of Shareholders, and recommend that Shareholders vote in favour of the Resolution.

A voting exclusion statement is included in the Notice.

3. RESOLUTION 2 – APPROVAL FOR SELECTIVE REDUCTION OF CAPITAL

3.1 General

This resolution relates to Resolution 2 of the Notice of General Meeting.

As set out in Section 1 above, a condition precedent for the Transaction is the cancellation of all of Territory, Stirling and DCM’s Shares in the Company (being 222,664,264 Shares).

Accordingly, this Resolution seeks Shareholder approval for the reduction of capital by way of a cancellation of all of the fully paid ordinary shares in the Company held by Territory, Stirling and DCM by way of a selective reduction of capital.

3.2 Corporations Act

Pursuant to Section 256C of the Corporations Act, a company may make a selective capital reduction if it is approved by a special resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person who is to receive consideration as part of the reduction or whose liability to pay amounts unpaid on shares is to be reduced. If the reduction of capital involves the cancellation of shares, the reduction must also be approved by a special resolution passed at a meeting of the shareholders whose shares are to be cancelled.

The Corporations Act provides that the rules relating to a reduction of share capital are designed to protect the interests of shareholders and creditors by:

(a) addressing the risk of the transaction leading to the Company’s solvency;
(b) seeking to ensure fairness between the shareholders of the Company; and
(c) requiring the Company to disclose all material information.

In particular, Section 256B of the Corporations Act requires that a Company may only reduce its capital if:

(a) it is fair and reasonable to the shareholders as a whole;
(b) it does not materially prejudice the Company’s ability to pay its creditors; and
(c) it is approved by shareholders in accordance with Section 256C of the Corporations Act.

Section 256C(4) of the Corporations Act requires that the Company must include with the Notice a statement setting out all information known to the Company that is material to the decision on how to vote on the resolution. However, the Company does not have to disclose information if it would be unreasonable to require the Company to do so because the Company had previously disclosed the information to shareholders.

The Directors believe that the capital reduction as proposed is fair and reasonable to shareholders for the reasons set out in this Explanatory Statement and that the capital reduction will not prejudice the Company’s ability to pay its creditors. Further, the Directors believe that it is appropriate that the Shares be cancelled in the circumstances.

Pursuant to Section 256C(2) of the Corporations Act, a selective reduction of capital must be approved by either:

(a) a special resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person who is to receive consideration as part of the reduction or whose liability to pay amounts unpaid on shares is to be reduced, or by their associates; or
(b) a resolution agreed to, at a general meeting by all ordinary shareholders.

The phrase “no votes being cast” is intended to operate in a similar way to the way in which voting exclusion statements operate in the context of the Listing Rules.

In addition, the capital reduction must be approved by a special resolution passed at a separate meeting attended by Territory, Stirling and DCM, the Shareholders whose Shares are to be cancelled. The capital reduction will proceed only if both resolutions are passed by the Shareholders and Territory, Stirling and DCM. If one or both resolutions are not passed, Territory, Stirling and DCM will remain Shareholders. Stirling and DCM have advised that they will be supporting the capital reduction.

3.3 Summary of and Effect of Proposed Selective Capital Reduction

The overall effect of the selective capital reduction and cancellation of the shares held by Territory, Stirling and DCM is as follows:

hares held by Territory, Stirling and DCM is as follows:
Current Issued capital Less: Shares subject of capital reduction and cancellation Issued capital upon completion of capital reduction and cancellation of the Capital Reduction Shares	Shares 743,487,661 (222,664,264)
	520,823,397

The Shares the subject of the selective capital reduction and cancellation represent 29.95% of the issued capital of the Company as at the date of this Notice.

The primary effects of the capital reduction on the control of the Company will be to decrease Territory, Stirling and DCM’s shareholding in the Company to zero and increase the remaining Shareholders percentage interest in the Company.

3.4 Directors’ Recommendation

The Directors believe that the proposed capital reduction is in the best interests of Shareholders as the cancellation of the Shares forms part of the Transaction. The Directors have determined that the Company has a greater chance of increasing shareholder value by cancelling the shares the subject of the Transaction. For this reason, the Directors recommend that Shareholders vote in favour of the capital reduction.

3.5 Other Material Information

There is no information material to the making of a decision by a Shareholder whether or not to approve the Resolution being information that is known to any of the Directors and which has not been previously disclosed to shareholders in the Company, other than as disclosed in this Explanatory Statement.

Once the Resolutions are passed by Shareholders and Territory, Stirling and DCM, the Company will not make the reduction of capital until at least 14 days after lodgement of the Resolution with the ASIC.

Glossary

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Carnegie means Carnegie Gold Pty Ltd (ACN 117 116 097).

Charges means the Group Securities, Mt Ida Securities and Territory Trust Securities.

Company means Swan Gold Mining Limited (ACN 100 038 266).

Corporations Act means the Corporations Act 2001 (Cth).

DCM means DCM DECOmetal GMBH.

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

FATA means the Foreign Acquisitions and Takeovers Act 1975 (Cth).

General Meeting or Meeting means the meeting convened by the Notice

Group Companies means the collective group of the following companies:

(a) Carnegie Gold Pty Ltd ACN 117 116 097;
(b) Siberia Mining Corporation Pty Ltd ACN 097 650 194;
(c) Mt Ida Gold Pty Ltd ACN 106 608 986;
(d) Pilbara Metals Pty Ltd ACN 106 609 161;
(e) Ida Gold Operations Pty Ltd ACN 106 609 116;
(f) Siberia Gold Operations Pty Ltd ACN 106 609 170; and
(g) Mt Ida Gold Operations Pty Ltd ACN 124 706 627.

Group Securities means:

(a) the Deed of Charge between Mt Ida Gold Pty Limited, as chargor, and MGMC as trustee for the Group Trust, as chargee, and registered with the ASIC on 7 April 2010 as charge number 1939258; and

(a) the Deed of Charge between the Vendor, as chargor, and MGMC as trustee for the Group Trust, as chargee, and registered with the ASIC on 7 April 2010 as charge number 1953950.

Group Trust has the meaning given to that term in Section 1.1(c)(i).

MGMC or Trustee means MGMC Pty Limited (ACN 137 763 510) in its capacity as trustee of the Mt Ida Trust, the Group Trust and Territory Trust (as applicable).

Mining Interests means the Carnegie Gold Project and Mt Ida Gold Project as described in more detail in the “Independent Valuation of the Mineral Assets of Swan Gold Mining Limited Ltd at Carnegie and Mt Ida Projects in Western Australia” annexed to the Independent Expert’s Report attached as Annexure A to this Notice.

Mt Ida Debt means the debt owed from the Company to MGMC as trustee for the Mt Ida Trust, being an amount of $1,103,400, and all rights, benefits, powers, remedies, actions, suits or causes whatsoever which the MGMC as trustee for the Mt Ida Trust has against the Company, Mt Ida Gold Pty Ltd and Stirling under the Recapitalisation Deed.

Mt Ida Securities means:

(a) the Deed of Charge between Mt Ida Gold Pty Limited, as chargor, and MGMC as trustee for the Mt Ida Trust, as chargee, and registered with the ASIC on 7 April 2010 as charge number 1953953; and
(b) the Deed of Charge between the Company, as chargor, and MGMC as trustee for the Mt Ida Trust, as chargee, and registered with the ASIC on 8 March 2010 as charge number 1939256.

Mt Ida Trust has the meaning given to that term in Section 1.1(c)(ii).

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

Option means an option to acquire a Share.

Optionholder means the holder of an Option.

Project means the Mt Ida Gold Project and the Carnegie Gold project outlined in Section 2.5 of this Notice.

Proxy Form means the proxy form accompanying the Notice.

Recapitalisation Deed means the recapitalisation deed between Stirling Gold Pty Ltd, Stirling, the Company, Carnegie, Mt Ida Pty Limited, Mt Ida Gold Operations Pty Limited, Siberia, Pilbara Metals Pty Ltd, Ida Gold Operations Pty Ltd, Monarch Gold Pty Ltd, Monarch Nickel Pty Ltd, Siberia Gold Operations Pty Ltd, Bryan Hughes as deed administrator of the Companies, MGMC and Crawley Investments Pty Ltd, dated 21 June 2009 (as amended).

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

Sale Subsidiaries has the meaning given to that term in Section 1.1.

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

Share Sale Agreement has the meaning given to that term in Section 1.1.

Shareholder means a holder of a Share.

Siberia means Siberia Mining Corporation Pty Ltd (ACN 097 650 194).

Stirling means Stirling Resources Limited (ACN 009 659 054) and Stirling Gold Pty Ltd (ACN 134 037 513), as the context requires.

Stirling Debt means all amounts owed by the Company to Stirling which, as at the date of execution of the Share Sale Agreement was $7,510,000, and as at 15 November 2011 was $7,589,000.

Territory means Territory Resources Limited (ACN 100 552 118) and Territory Gold Pty Ltd (ACN 124 323 122), as the context requires.

Territory Debt means the debt owed from the Company to the Territory Trust, being an amount of $13,476,902.

Territory Trust has the meaning given to that term in Section 1.1(c)(iii).

Territory Trust Securities means:

(a) the Deed of Charge between the Company, as chargor, and MGMC as trustee for the Territory Trust, as chargee, and registered with the ASIC on 8 March 2010 as charge number 1939261;
(c) the Deed of Charge between Carnegie, as chargor, and MGMC as trustee for the Territory Trust, as chargee, and registered with the ASIC on 8 March 2010 as charge number 1939265; and
(d) the Deed of Charge between Siberia, as chargor, and MGMC as trustee for the Territory Trust, as chargee, and registered with the ASIC on 8 March 2010 as charge number 1939263.

Transaction has the meaning given to that term in Section 1.1.

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

PROXY FORM

APPOINTMENT OF PROXY SWAN GOLD MINING LIMITED ACN 100 038 266

GENERAL MEETING

I/We of being a member of Swan Gold Mining Limited entitled to attend and vote at the General Meeting, hereby Appoint Name of proxy OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 10am (WST), on 30 December 2011 at City West Receptions, 45 Plaistowe Mews, West Perth, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

OR

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN Resolution 1 – Disposal of Siberia and Carnegie Shareholding Resolution 2 – Approval for a Selective Reduction of Capital 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. If two proxies are being appointed, the proportion of voting rights this proxy represents is %

Resolution 1 – Disposal of Siberia and Carnegie Shareholding Resolution 2 – Approval for a Selective Reduction of Capital

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

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

SWAN GOLD MINING LIMITED ACN 100 038 266

Instructions for Completing ‘Appointment of Proxy’ Form

( Appointing a Proxy ): A member entitled to attend and vote at an 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.
( 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.

( Signing Instructions ):

( Individual ): Where the holding is in one name, the member must sign.
( Joint Holding ): Where the holding is in more than one name, all of the members should sign.
( 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.
( 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.
( 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.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Swan Gold Mining Limited, Ground Floor, 143 Hay Street, Subiaco, WA, Australia, 6008; or
(b) facsimile to the Company on facsimile number +61 8 6389 7510; or
(c) email to the Company at [email protected],

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid.

1534-13/661323_6

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24 November 2011

The Directors Swan Gold Limited Ground Floor 143 Hay Street SUBIACO WA 6008

Dear Sirs

RE: SWAN GOLD LIMITED (“SWAN” OR “THE COMPANY”) (ACN 100 038 266) MEETING OF SHAREHOLDERS PURSUANT TO AUSTRALIAN SECURITIES EXCHANGE LISTING RULE 10.1 ON THE PROPOSAL FOR SWAN TO SELL TWO WHOLLY OWNED SUBSIDIARIES OF SWAN TO DCN DECOMETAL GMBH (“DCM”)

1. Introduction

1.1 We have been requested by the Directors of Swan to prepare an Independent Expert’s Report to determine the fairness and reasonableness relating to the proposals pursuant to resolution 1 as detailed in the Notice of Meeting to Swan Shareholders (the “Notice”) and the Explanatory Statement to Shareholders accompanying the Notice. Resolution 1 (described as the disposal of an asset) refers to the proposal to sell two wholly owned subsidiaries to DCM on the terms and conditions as set out in the Explanatory Statement attached to the Notice and as summarised below.
1.2 Swan is a public company listed on the ASX but its shares have been suspended from trading since 10 July 2008 after falling into Administration. In June 2009, the Company entered into a recapitalisation deed (Recapitalisation Deed) with Stirling Resources Limited (“Stirling”), Stirling Gold Pty Limited (“SRE Gold”), MGMC Pty Limited (“MGMC” or the “Trustee”), Crawley Investments Pty Limited (“Crawley”) and Bryan Hughes as deed administrator of the Group Companies (“Deed Administrator”) pursuant to which it was proposed to recapitalise the Company.

Under the transaction contemplated by the Recapitalisation Deed (Recapitalisation):

(a) the Company issued 300,000,000 shares to SRE Gold and 100,000,000 million free 3 year 5 cent Options and received a payment from SRE Gold of $15,000,000;
(b) the Company issued 35,000,000 shares to Crawley in satisfaction of the $1,750,000 debt owed by the Company to Crawley (“Crawley Debt”);
(c) the Group Companies were released from Creditors’ claims as at the commencement of administration and in return those Creditors had reciprocal claims against the following separate creditors’ trusts (“Creditors

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Trusts”) established under the Deeds of Company Arrangement of the Group Companies so that Creditors receive 100c in the dollar:

(i) creditors of the Group Companies (other than Mt Ida Gold Pty Limited and Mt Ida Gold Operations Pty Limited), Territory and Crawley (“Group Trust”);
(ii) creditors of Mt Ida Gold Pty Limited and Mt Ida Gold Operations Pty Limited (“Mt Ida Trust”) other than Territory; and
(iii) Territory Resources Limited (“Territory Trust”);
(d) the Company agreed to make the following payments to the Creditors’ Trusts:
(i) Group Trust: $6,630,392 at Completion and 3 equal payments of $3,209,300 within 4, 8 and 12 months from Completion;
(ii) Mt Ida Trust: $1,201,838 at Completion and 2 equal payments of $506,700 within 4 and 8 months from Completion; and
(iii) Territory Trust:
- (A) $2,961,000 at Completion and the difference between $25,533,281 and the sum of $2,961,000; and
- (B) all amounts due from Minjar Gold Pty Ltd from the sale of Monarch’s share in Minjar Gold Pty Ltd to Golden Stallion Resources Pty Ltd and any proceeds from the sale of the Davyhurst Project (if sold) (Shortfall Payment) within 24 months from Completion.
(e) the Company issued the following shares to the Creditors' Trusts at a deemed issue price of 5 cents per Share, with the shares to be sold by the Trustee of the relevant Creditors' Trust over 12 months and net proceeds distributed amongst Creditors of the relevant Creditors' Trust:
(i) 178,206,960 shares to the Group Trust; and
(ii) 30,625,384 shares to Mt Ida Trust.
(f) various charges were granted to the Creditors’ Trusts as security for the Company’s payment obligations under the Recapitalisation Deed (“Charges”):

On 26 February 2010, settlement of the Recapitalisation Deed occurred and the Company came out of Administration.

As at 22 November 2011 the Company still owes the Creditors Trusts a total amount of approximately $24,460,305. Given this, the Company has been attempting for some time to dispose of its assets in order to repay these debts.

Its major assets are the Carnegie (formerly Davyhurst) and Mt Ida Gold Projects. Refer the balance sheets noted in paragraph 4.4.1 below. Stirling via support from DCM was financially supporting Swan from March 2010.

On 18 August 2011, the Company entered into a contract with DCM for DCM to acquire 100% of the shares in Carnegie Gold Pty Ltd (“Carnegie”) and Siberia Mining

SWA5683 – Swan Gold Sale of Subsidiaries November 2011 2

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Corporation Pty Ltd (“SMC”) (“Sale Subsidiaries”). SMC owns 100% of the shares in Mt Ida Gold Pty Ltd, Pilbara Metals Pty Ltd, Ida Gold Operations Pty Ltd and Siberia Gold Operations Pty Ltd. Mt Ida Gold Pty Ltd is the owner of 100% of the shares in Mt Ida Gold Operations Pty Ltd that in turn owns the Mt Ida Gold Mine (that is on a care and maintenance). DCM is to pay Swan the following consideration to acquire the Sale Subsidiaries:

a. The release and discharge of the Mt Ida Securities at Settlement;
b. The release and discharge of the Territory Securities at Settlement;
c. The payment of the First Group Trust Payment of $970,000;
d. The payment of the Vendor Payment of $5,000,000;
e. The payment of the Second Group Trust Payment of $9,000,000.

The Mt Ida Securities are the Deed of Charge between Mt Ida Gold Pty Limited as charger and MGMC as chargee (in its capacity as trustee of the Mt Ida Trust, the Group Trust and Territory Trust) (Charge registered with ASIC on 7 April 2010) and the Deed of Charge between Swan as charger and MGMC as trustee for the Mt Ida Trust as chargee (Charge registered with ASIC on 8 March 2010).

The Territory Securities are the Deed of Charge between Mt Ida Gold Pty Limited as charger and MGMC Pty Ltd as chargee (in its capacity as trustee of the Territory Trust) (Charge registered with ASIC on 8 March 2010); the Deed of Charge between Carnegie as charger and MGMC as trustee for the Territory Trust as chargee (Charge registered with ASIC on 8 March 2010) and the Deed of Charge between SMC as charger and MGMC Pty Ltd as chargee (in its capacity as trustee of the Territory Trust) (Charge registered with ASIC on 8 March 2010)

The First Trust Group Payment was due to be made by 30 September 2011 and is not refundable.

The Conditions to the completion of the sale of the Sale Subsidiaries to DCM (“the Transaction”) include inter-alia:

FIRB approval;
Swan procuring all necessary third party consents to the Transaction;
Swan obtaining all necessary shareholder approvals required by the Corporations Act 2001 and the ASX Listing Rules in relation to the Transaction;
Swan obtaining the approval of MGMC in its capacity as trustee of the Group Trust to the Transaction;
Completion of the assignment of the Mt Ida Debt (that includes the debt owing by Swan to MGMC as trustee of the Mt Ida Trust of $1,013,400 plus other rights under the Recapitalisation Deed of 21 June 2009);
An agreement is executed between DCM and Territory Resources Limited (“Territory”) in its capacity as beneficiary under the Territory Trust to which Territory will assign to DCM and DCM will take an assignment of all Territory’s rights and interests in the Territory Trust. The Territory Trust is owed an amount of $13,647,902 by Swan;
An agreement is executed between Swan and Stirling Resources Limited (“Resources”) pursuant to which Stirling agrees to cancel the Stirling Debt ($7,510,000 as at 18 August 2011 but as at 15 November is $7,589,000) for no consideration upon Settlement;
Each of Territory, Stirling and DCM (and their Related Bodies Corporate) agreeing to cancel all of their Swan Shares, subject to Settlement occurring. The Territory Group will cancel 39,849,657 shares in Swan (these shares have been acquired by DCM but not transferred to DCM as at 21 November 2011), the Stirling Group will cancel 176,981,690 shares in Swan and DCM will cancel 5,832,917 shares in Swan pursuant to this cancellation clause. Resolution 2 in the Notice refers to the

SWA5683 – Swan Gold Sale of Subsidiaries November 2011 3

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cancellation of 222,664,264 shares in Swan. The passing of this resolution is all part of the new recapitalisation and restructure of Swan.

DCM will fund the ongoing operations of Swan until the Transaction is completed and this must occur on or before 18 February 2012. The operational funding advances are not repayable by Swan to DCM in any circumstances. It is estimated that the non refundable advances to meet on-going operations may be up to $3,000,000. The non refundable advances are to be provided from the Execution Date (18 August 2011) until the later of six months, the Settlement Date and the Agreement is terminated. The amount advanced to 15 November 2011 is $1,100,000 and advances are being made at around $450,000 per month.

1.3 Listing Rule 10.1 of the ASX Listing Rules provides that shareholder approval is required for a listed company to acquire or dispose of a substantial asset from or to related parties or a substantial shareholder. The Sale Subsidiaries are wholly-owned subsidiaries of Swan, which in turn holds title to current mining tenements forming part of the Mt Ida and Carnegie Gold Projects. DCM is proposing to acquire the Sale Subsidiaries from Swan by the purchase of all of the shares in the Sale Subsidiaries for the Consideration as noted above. The sale of the Sale Subsidiaries is a sale of substantial assets for the purposes of Listing Rule 10.1 as the carrying value of the underlying assets being sold represents more than 5% of the Company’s last audited net assets. DCM is deemed a substantial shareholder under ASX Listing Rule 10.1 as it has a relevant interest in 83.03% of Stirling that owns 176,981,690 shares in Swan, a direct shareholding in Swan of 5,832,917 shares and a relevant interest in 39,849,757 shares in Swan formerly held by Territory but acquired by DCM on 5 November 2011 as part of acquiring all of the shares in Swan and debt owing to Territory for a total consideration of $6,738,451. Collectively, the interests in Swan total approximately 29.95% shareholding interest in Swan. The Listing Rule requires an Independent Expert's Report as to whether the relevant transaction is fair and reasonable to nonassociated shareholders.
1.4 In determining the fairness and reasonableness of the Transaction, we have had regard for the definitions set out by the Australian Securities and Investments Commission (“ASIC”) in its Regulatory Guide 111, “Content of Expert Reports”. Regulatory Guide 111 states that an opinion as to whether an offer is fair and/or reasonable shall entail a comparison between the offer price and the value that may be attributed to the securities under offer (fairness) and an examination to determine whether there is justification for the offer price on objective grounds after reference to that value (reasonableness). The concept of “fairness” is taken to be the value of the offer price, or the consideration, being equal to or greater than the value of the securities in the above mentioned offer. An offer is “reasonable” if it is fair. An offer may also be reasonable, if despite not being ”fair”, there are sufficient grounds for security holders to accept the offer in the absence of any higher bid before the close of the offer.
1.5 The Company has requested Stantons International Securities to prepare an Independent Expert’s Report to determine whether the proposals outlined in resolution 1 (“the Transaction”) are fair and reasonable to the shareholders of Swan (not associated with DCM). We have also considered the proposal to cancel 222,664,264 shares in Swan (resolution 2), in determining our opinion on the fairness and/or reasonableness of the Transaction as noted above and in resolution 1.

SWA5683 – Swan Gold Sale of Subsidiaries November 2011 4

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1.6 Apart from this introduction, this report considers the following:

Summary of opinion;
Implications of the proposals;
Future directions of Swan;
Basis of valuation of Sale Subsidiary shares;
Fairness and Reasonableness of the proposals under resolution 1;
Conclusion as to fairness and reasonableness;
Sources of information; and
Appendix A and B and our Financial Services Guide.

1.7 In our opinion, in the absence of a superior proposal, the proposals as outlined in resolution 1 are on balance, fair and reasonable to the shareholders of Swan not associated with DCM.

The opinions expressed above must be read in conjunction with the more detailed analysis and comments made in this report, including the Independent Geologist's Valuation Report (Agricola Valuation Report) on the Carnegie and Mt Ida Gold Projects (“Mineral Assets”) of the Sale Subsidiaries prepared by Agricola Mining Consultants Pty Ltd (dated 23 November 2011) (“Agricola”) a copy of which is attached as Appendix B to this report. The author of the Agricola Valuation Report is Malcolm Castle.

2. Implications of the Proposals

2.1 As at 23 November 2011 there were 743,487,661 fully paid shares on issue in Swan.
2.2 The current Board of Directors is comprised of Allan Brown, Ian Price and Ildiko Wowesny (and Company Secretary). The Board is not expected to change in the near future but may alter if a new significant project is acquired.
2.3 The significant ordinary shareholders as at 29 July 2011 are believed to be:

MGMC Pty Ltd (Group Account) Stirling Gold Pty Ltd Susan Kiernan Territory MGMC (Mt Ida Account)	No. of fully paid ordinary shares % of issued ordinary shares 178,206,960 23.97 176,981,690 23.80 40,000,000 5.38 39,849,657 5.36 30,625,384 4.12
	465,663,691 62.63

The top 20 shareholders at 29 July 2011 owned approximately 77.13% of the issued ordinary capital of the Company. DCM has announced that it has acquired all of the shares in Swan held by Territory but the transfer of the shares has yet to be registered and will probably not be registered until around Completion date expected in February 2012.

2.4 Swan would cease to be the owner of the Sale Subsidiaries (and their subsidiaries as noted above), and no longer own the rights to the all of the Carnegie and Mt Ida Gold Projects post obtaining shareholder approval under resolution 1 and as a result of entering into the agreement with DCM. Swan would receive the Consideration as noted in paragraph 1.2 above and after settlement of debts, would be a company with cash approximating $5,000,000 and no material debts (but on-going administration and corporate costs). Swan would also own two non operating subsidiaries that have no assets.

SWA5683 – Swan Gold Sale of Subsidiaries November 2011 5

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2.5 The movement in the issues shares would be as follows:

Shares on issue 22 November 2011	743,487,661
Cancelation of shares held by Stirling	(176,981,690)
Cancellation of shares held by DCM/Territory	(45,682,574)
Shares on Completion of the Transaction	520,823,397

No consideration is payable by Swan for the cancellation of the shares held by Stirling and DCM.

The debts of the Swan Group and the potential movement thereof are as follows:

Secured Debts as at 22 November 2011 Owing to MGMC – Group Trust Owing to MGMC – Mt Ida Trust Owing to MGMC – Territory Trust Less; Assigned to DCM and payable by DCM Owing post Completion of the Transaction Owing to Stirling Less: Debt cancelled by agreement Owing after Completion of the Transaction Other Creditors and Provisions owing as at 30 June 2011 Owing by subsidiaries Owing by Swan Less: Assumed by DCM as a result of acquiring Sale Subsidiaries Owing as at 30 June 2011 after Completion		9,970,003 1,103,400 13,478,902 24,552,305 (24,552,305)	9,970,003 1,103,400 13,478,902
		NIL 7,589,000 (7,589,000) NIL 5,091,101 30,681 5,121,782 (5,091,101) 30,681

The trade creditors of Swan will be paid out of existing cash reserves. Costs post 30 June 2011 are to be met by new non refundable funding by DCM expected to total up to $3,000,000 by Completion.

In effect post Completion of the Transaction, Swan will cease to own the Sale Subsidiaries (and their subsidiaries), have no interests in the Carnegie and Mt Ida Gold Projects and be virtually debt free. It will have cash funds of $5,000,000 and an amount owing to small creditors on Completion. Swan would also own two non operating subsidiaries that have no assets. Thus the net assets of the Company will approximate $5,000,000 on Completion.

3. Future Directions of Swan

3.1

We have been advised by a director of Swan that:

The current focus of the Company is to complete the recapitalisation of Swan including Completion of the Transaction;
The composition of the Board will not change in the near future (refer paragraph 2.2 of the report);
No dividend policy has been set and it is not proposed to be set until such time as the Company is profitable and has a positive cash flow; and
The Company may seek new business opportunities. To undertake these, further capital raisings may take place.

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4. Basis of Valuation of Sale Subsidiary Shares

4.1 Ordinary Shares

4.1.1 In considering the proposals outlined in resolution 1, we have sought to determine if the consideration payable by DCM to acquire the Sale Subsidiaries (and effectively the Carnegie and Mt Ida Gold Projects) by way of purchase of all of the Sale Subsidiary shares is fair and reasonable to the existing non- associated shareholders of Swan.
4.1.2 The Transaction pursuant to resolution 1 would be fair to the existing non associated shareholders if the implicit value of the asset (the shares of the Sale Subsidiaries) being sold to DCM is less than the value of the Consideration payable by DCM. Accordingly, we have sought to determine a theoretical value that could reasonably be placed on the Carnegie and Mt Ida Gold Projects and Sale Subsidiaries shares for the purposes of this report.
4.1.3 The valuation methodologies we have considered in determining a theoretical value of the Sale Subsidiaries ordinary shares are:
Capitalise maintainable earnings/discounted cash flow;
Takeover bid - the price at which an alternative acquirer might be willing to offer;
Adjusted net backing and windup value; and
The market price of the Sale Subsidiaries shares.
4.2 Capitalise maintainable earnings and discounted cash flows.
4.2.1 Due to the Sale Subsidiaries current operations, a lack of profit history arising from business undertakings and the lack of a reliable future cash flow from an existing current business activity, we have considered these methods of valuation not to be relevant for the purpose of this report. DCM is in effect acquiring the Carnegie and Mt Ida Gold Projects and may develop and commercialise such projects in the near future. However, Swan has been unable to commercialise the Projects due to high debt levels and lack of cash. The Company endeavoured to raise new capital in 2009/10 but were unsuccessful and thus could not develop the Gold Projects as envisaged.

4.3 Takeover Bid

4.3.1 It is possible that a potential bidder for the Sale Subsidiaries could purchase all or part of the existing shares, however no certainty can be attached to this occurrence. To our knowledge, there are no current bids in the market place and the directors of Swan have formed the view that there is unlikely to be any takeover bids made for the Sale Subsidiaries in the immediate future (other than for the Transaction Proposal with DCM).
4.4 Net Asset Backing
4.4.1 We set out below an unaudited consolidated Balance Sheet of the Swan Group as at 30 June 2011, a consolidated balance sheet of the Sale Subsidiaries and a pro forma balance sheet of Swan following completion of the Transactions and assuming repayment of all Swan creditors and receipt of a further $79,000 from Stirling. No account is taken of further losses post 30 June 2011 that are been financed by DCM. The advances being made by DCM are non refundable and are being made to finance losses incurred by the Swan Group until Completion of the Transaction. It is assumed that the Swan parent plant is depreciated by a further $50,000.

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Current Assets Cash Receivables/prepayments Non Current Assets Receivables and bonds Owing by subsidiaries Shares in subsidiaries Plant and equipment Capitalised exploration Expenditure Total Assets Current Liabilities Creditors and accruals Provisions Interest bearing loans Obligations to the Group Trust Obligations to the Mt Ida Trust Obligations to the Territory Trust Owing to Swan Owing to DCM Net Assets (Deficiency) Equity Issued capital Reserves Accumulated losses Net Assets	Swan Group 30 June 2011 $ Sale Subsidiaries 30 June 2011 $ Swan Pro-forma 30 June 2011 $ Swan Parent Entity 30 June 2011 $ 159,450 65,074 5,000,000 94,376 295,657 211,179 - 85,478
	455,107 276,253 5,000,000 179,854
	11,707,037 11,707,037 - - - - - 11,717,946 - - - 9,777,033 8,997,603 8,743,428 204,175 254,175 20,440,755 20,440,755 - -
	41,145,395 40,891,220 204,175 21,749,154
	41,600,502 41,167,473 5,204,175 21,929,008
	876,861 328,342 - 548,419 4,178,781 4,148,400 - 30,681 7,410,380 66,140 - 7,344,240 9,970,003 - - 9,970,003 1,013,400 - - 1,013,400 13,476,902 - - 13,476,902 - 101,346,420 - - - - - -
	36,926,327 105,889,302 - 32,383,645
	4,674,175 (64,721,829) 5,204,175 (10,454,637)
	165,165,331 18,140,740 165,165,331 165,165,331 4,323,282 - 4,323,282 4,323,282 (164,814,438) (82,862,569) (164,284,438) (179,943,250)
	4,674,175 (64,721,829) 5,204,175 (10,454,637)

4.4.2 Based on the unaudited book value of the Sale Subsidiaries, this equates to a value per fully paid ordinary share of approximately nil cents (ignoring the value, if any, of non-booked tax benefits). The amount owing to Swan of $101,346,420 is disclosed in the consolidated balance sheet of the Sale Subsidiaries however Swan has written down the total amounts owing by the Swan Subsidiaries by $89,626,474 to $11,717,946 as at 30 June 2011.
4.4.3 No detailed review was made by us of the assets and liabilities disclosed in the unaudited adjusted consolidated balance sheet of the Sale Subsidiaries as at 30 June 2011. The primary assets of the Sale Subsidiaries are the interests in the Carnegie and Mt Ida Gold Projects. We, in conjunction with the Company commissioned Agricola author of the AgrIcola Valuation Report is Malcolm Castle) to value the Carnegie and Mt Ida Gold Project tenements held by the Sale Subsidiaries (or their subsidiaries, where applicable) which are to be sold as part of resolution 1 (sold via selling all of the shares in the Sale Subsidiaries). We have been assured, by management of Swan that other than the Carnegie and Mt Ida Gold Project tenements, they believe the carrying value of all current and non current assets and liabilities at 30 June 2011 are fair and not materially misstated. The plant and equipment relating to the Carnegie and Mt Ida Gold Projects was built many years ago and will need significant renovations and upgrades to allow commercial operations to recommence. The value of the mining plant and equipment relating to Carnegie (approximately $7,727,000) and Mt Ida (approximately $1,016,000) is only worth book value or more

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on the basis that the plant can be used for gold mining operations. No formal valuation is deemed necessary to be obtained for such plant and equipment as it is not the intention to sell the plant on a non commercial basis and it would be expected that the cash realisable value (scrap value) would be significantly below book values. The plant has not been depreciated since the Swan Group fell into Administration and even after Administration as the plant is on a care and maintenance basis.

The Agricola Valuation Report is attached as Appendix B to this report. We have used and relied on the Independent Valuation Report on the Mineral Assets and have satisfied ourselves that:

Agricola is a suitably qualified geological consulting firm and has relevant experience in assessing the merits of mineral projects and preparing mineral asset valuations (also the author of the report, Malcolm Castle is suitably qualified and experienced);
Agricola is independent from Swan and DCM; and
Agricola has employed sound and recognised methodologies in the preparation of the Independent Valuation Report.

Agricola indicates that the Carnegie and Mt Ida Gold Tenements have a value in the range from $28,800,000 to $37,300,000 with a preferred value range of approximately $33,000,000.

4.4.4 We note that it is not the present intention of the Directors of Swan to liquidate the Sale Subsidiaries and therefore any theoretical value based upon wind up value or even net book value, is just that, theoretical. However, in the absence of Swan entering into the Transaction or some other commercial proposal to recapitalise the Swan Group, there would be the distinct possibility that the Swan Group (including the Sale Subsidiaries) would be liquidated.
4.4.5 In arriving at our view on the valuation of the Sale Subsidiaries, we have, inter-alia considered the following factors:
The current state of the underlying assets, in particular the phase of exploration of the Carnegie and Mt Ida Gold Projects;
The lack of cash funds of the Swan Group;
The situation is that Swan as a parent entity is in a net liability position;
The ability to produce positive cash flow and profits over a period of time is still uncertain;
The owners of the Swan Subsidiaries need to obtain sufficient working capital to meet minimum exploration commitments;
The cash flows of Swan; and
The risks associated with commercialisation of the Carnegie and Mt Ida Gold Projects.

4.5 Summary of valuation methodology and conclusion

The Sale Subsidiaries, based on the unaudited balance sheets, have a negative net asset backing value. Accordingly, the net assets backing should be adjusted for the fair value of all mining tenement that the Sale Subsidiaries hold. Thus, we have relied on the Agricola independent valuation of the Carnegie and Mt Ida tenements to allow us to arrive at a fair value of the Sale Subsidiaries. The adjusted mineral assets would total $33,000,000 (at preferred values). Therefore, based on the technical valuation of the Carnegie and Mt Ida tenements, we believe the fair value of the Sale Subsidiaries is $nil (assuming the liabilities remain the same, including the liabilities totalling $101,346,420 to Swan the parent entity). Swan is carrying the intercompany loans to the Sale Subsidiaries at a written down value of $11,717,946 compared with the book

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values in the Sale Subsidiaries of $101,346,420. If the intercompany loans in the books of the Sale Subsidiaries were reduced to $11,717,946, the net position of the Sale Subsidiaries after taking into account the preferred valuation of the mineral assets at $33,000,000 would approximate $37,465,890. Ignoring the intercompany loans but using the preferred valuation for the Tenements of $33,000,000, the net fair value may approximate $49,183,836. It is noted that the net assets of the Swan Group approximate $4,674,175 as at 30 June 2011 and following the Completion of the Transaction, the net assets are increased to $5,204,175 but a company that is cashed up and debt free and may seek re-quotation of its shares and seek a new business opportunity. However, Swan will no longer have an interest in the Carnegie and Mt Ida Gold Projects.

4.6 The value of Swan based on using adjusted book values as at 30 June 2011 (adjusted for the assessed fair value of the Tenements by Agricola) would lie in the range of approximately $13,033,000 to $21,533,000 with a preferred adjusted book value of $17,233,000. This equates to a value per share of between approximately 1.75 cents and 2.89 cents with a preferred value of around 2.31 cents. However, it should be noted that the Company has a going concern problem and in the event that the Transaction does not proceed or some other commercial reconstruction proposal is not put in place there is the high chance that the Company and its subsidiaries may be placed back into Administration.
4.7 From Swan’s perspective, the carrying value of the shares in and loans to the Sale Subsidiaries is approximately $21,494,979 however Swan post the Completion of the Transaction Group will receive $5,000,000 under the Transaction proposals. The fair value of the net assets given up (shares in the Sale Subsidiaries that will represent in effect the sale of the Carnegie and Mt Ida Gold Projects) is $nil but ignoring the intercompany loan would approximate $49,183,836 (and $37,465,890 if the intercompany debt was eliminated to $11,717,496) yet the amount to be received is $5,000,000, the elimination of $24,460,305 of debt due to MGMC, the assumption of debts by DCM totalling $4,542,882 in the books of the Swan Subsidiaries and the elimination of the debt due to Stirling that is now estimated at $7,589,000 (all totalling $41,592,187). In addition, 222,664,664 shares are to be cancelled (as noted in resolution 2) and arguably these shares have a value between 1.75 cents and 2.89 cents (approximately $3,896,600 to $6,435,000 with a preferred valuation of $5,189,750. Taking all factors into account, in effect the total consideration including share cancellations is between approximately $45,489,000 (rounded) to $48,027,000 (rounded) with a preferred total consideration of approximately $46,781,000. It is also noted that DCM is paying all costs of the Swan Group that may total approximately $3,000,000 by the time of completion of the Transaction.

5. Conclusion as to Fairness

5.1 The proposals pursuant to resolution 1 are believed to be fair to Swan’s nonassociated shareholders if the value of the Considerations offered is equal to or greater than the value of the shares in the Sale Subsidiaries to be sold to DCM.
5.2 Due to the nature of the business of the Sale Subsidiaries, the valuation of the Sale Subsidiaries is dependent upon the values placed on the underlying assets of the Sale Subsidiaries and in particular, the Carnegie and Mt Ida tenements. The valuation of the Carnegie and Mt Ida tenements being sold (via selling the shares in the Sale Subsidiaries) has been independently determined as being $33,000,000 (at preferred valuation) and the net value of the shares is approximately $nil (but refer comments above re intercompany loans that if eliminated and/or reduced would result in a higher value for the Sale Subsidiaries).

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5.3 The proposed Consideration receivable under resolution 1 and the Share Sale Agreement between Swan and DCM of 18 August 2011 is deemed greater than the value of the shares in the Sale Subsidiaries.
5.4 We have concluded that the fair value of the shares in the Sale Subsidiaries totals $nil (before the sale of the Sale Subsidiaries due to large loans due to Swan by the Sale Subsidiaries) and is this is less than the proposed Considerations to be received (refer 4.7 above) therefore the proposals under resolution 1 (and on the basis that 222,664,664 shares in Swan are cancelled as noted above) are considered to be fair. On a pure technical basis and assuming the intercompany balances are eliminated, the Transaction would not be fair but note that the total consideration range is not materially different to the assessed value of the shares in the Sale Subsidiaries and that the Swan Group has been unable to finance the development of the Tenements and raise new equity despite attempting to do so over the past 18 months.

6. Reasonableness of the Transaction under Resolution 1 and the recapitalisation and restructure generally

6.1 We set out below some of the advantages and disadvantages and other factors pertaining to the proposals pursuant to resolution 1.

Advantages

6.2 The Company will be in a position to acquire fresh new mineral assets as after Completion of the Transaction, it will be cashed up with approximately a net $5,204,175 and have no debts of a material nature. The estimated cash position will be $5,000,000. The operating costs of the Company are being met by non refundable advances from DCM up until Completion of the Transaction.
6.3 In addition, the Swan Group is relieved, in the first year after sale, from incurring annual exploration commitments on the Carnegie and Mt Ida tenements of approximately $5,000,000. This is a significant saving to the Swan Group who wish to concentrate exploration activities elsewhere.
6.4 There is no certainty that the Carnegie and Mt Ida projects will be economically viable in the short to medium term. Accordingly, the Company may be divesting itself of projects which may be worth considerably less (later on) than the value being offered by DCM. The Company has been trying for several years to raise capital so it can complete feasibilities and attempt to commercialise the Carnegie and Mt Ida gold Projects. Preliminary forecasts completed in 2010 indicated that the Gold Projects were cash flow positive but Swan to date has been unable to raise monies to allow the Swan Group to commercialise the Projects.
6.5 The Company, post divesting of the Sale Subsidiaries, will be able to seek new business opportunities that may provide better opportunities to earn a revenue steam.

Disadvantages

6.6 There is a risk that the Carnegie and Mt Ida Projects may eventually be commercially successful in the longer term and by divesting of these Projects the Swan shareholders may miss out on positive cash flows and profits. However to date losses have been incurred and Swan has insufficient funds to continue exploration and any possible development of the Projects.

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Other Factors and Information

6.7 The Company as at 30 June 2011 has written down its loan receivables to $11,717,946 and the investments in the Sale Subsidiaries to $9,777,033 (total carrying value in the parent entity is $21,494,979). Post the Transaction (and shares being cancelled per resolution 2), the value of Swan would approximate $5,204,175 compared with the pre Transaction value of $17,233,000 using the preferred value by Agricola for the Tenements. However, Swan has virtually no cash, is being supported by DCM and would have a high chance of moving back into Administration if the Transaction or some other commercial recapitalisation proposal was not consummated. The Company has been trying for several years to recapitalise the Swan Group and other than the initial capitalisation in 2009 no commercial proposal has been forthcoming other than the proposal with DCM.
6.8 The divestment of the Swan Subsidiaries does not affect the financial viability of the Swan group other than incurring costs in relation to completion of the Transaction estimated at $50,000. The Company will no longer own the Carnegie and Mt Ida Gold Projects but be cashed up with $5,000,000 with no material debt.

Conclusion as to Reasonableness

7.1 After taking into account the factors referred to in 6 above and elsewhere in this report, we are of the opinion that the proposals as outlined in resolution 1 may, on balance, be considered reasonable to the non-associated shareholders of Swan.

8. Sources of Information

8.1 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. We have also held discussions with the management of Swan about the present and future operations of Swan. 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 consultants of Swan.
8.2 Information we have received includes, but is not limited to:
Draft Notices of General Meeting of Shareholders of Swan and draft Explanatory Statement to Shareholders prepared in November 2011;
Discussions and correspondence with management and a director of Swan;
Shareholding details of Swan as at 29 July 2011;
Independent Valuation Report for the Carnegie and Mt Ida Gold Projects prepared by Agricola dated 23 November 2011;
Share Sale Agreement between DCM and Swan relating to the sale of shares in the Sale Subsidiaries;
Announcements by Swan, Territory and Stirling made to ASX from 1 June 2009 to 20 November 2011;
Unaudited financial statements of Swan and the Sale Subsidiaries (and their subsidiaries) for the year ended 30 June 2011 (including the consolidated work papers).
8.4 Our report includes Appendices A and B and our Financial Services Guide attached to this report.

SWA5683 – Swan Gold Sale of Subsidiaries November 2011 12

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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 24 November 2011, relating to resolution 1 only outlined in the Notice of Meeting of Shareholders of Swan.

At the date of this report, Stantons International Securities does not have any interest in the outcome of the proposal. There are no relationships with the Swan Group and with DCM other than acting as an independent expert for the purposes of this report. There are no existing relationships between Stantons International Securities and the parties participating in the transaction detailed in this report which would affect our ability to provide an independent opinion. The fee to be received for the preparation of this report is based on the time spent at normal professional rates plus out of pocket expenses and is estimated at $15,000. The fee is payable regardless of the outcome. With the exception of that fee, neither, Stantons International Securities or John P Van Dieren, have received, nor will, or may they receive, any pecuniary or other benefits, whether directly or indirectly for, or in connection with the making of this report.

Stantons International Securities does not hold any securities or interests in Swan or in DCM. There are no pecuniary or other interests of Stantons International Securities that could be reasonably argued as affecting its ability to give an unbiased and independent opinion in relation to the proposal. Stantons International Securities and Mr J Van Dieren have consented to the inclusion of this report in the form and context in which it is included as an annexure to the Notice.

QUALIFICATIONS

We advise Stantons International Securities is the holder of an Investment Advisers Licence (No 319600) under the Corporations Act relating to advice and reporting on mergers, takeovers and acquisitions. A number of the directors of Stantons International and/or Stantons International Audit and Consulting Pty Ltd (an affiliated company) are the Directors’ of Stantons International Pty Ltd that trades as Stantons International Securities. Stantons International, Stantons International Audit and Consulting Pty Ltd and Stantons International Pty Ltd have extensive experience in providing advice pertaining to mergers, acquisitions and strategic and financial planning for both listed and unlisted companies and businesses.

Mr John 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 Swan in order to assist the shareholders of Swan to assess the merits of the proposals (as noted in resolution 1) to which this report relates. This report has been prepared for the benefit of Swan and those persons only who are entitled to receive a copy for the purposes of ASX listing Rule 10.1 and does not provide a general expression of Stantons International Securities opinion as to the longer term value of Swan or the shares in the Sale Subsidiaries. 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 the Swan Group. Neither the whole nor any part of this report, nor any reference thereto may be included in, or with or attached to any document, circular, resolution, letter or statement, without the prior written consent of Stantons International Securities to the form and context in which it appears.

DISCLAIMER

This report has been prepared by Stantons International Securities with due care and diligence. However, except for those responsibilities, which by law cannot be excluded, no responsibility arising in any way whatsoever for errors or omission (including responsibility to any person for negligence) is assumed by Stantons International Securities, Stantons International Pty Ltd and Stantons International Audit and Consulting 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 Swan and its officers (save whether it would not be reasonable to rely on the information having regard to Stantons International Securities experience and qualifications), Swan has agreed:

(a) To make no claim by it or its officers against Stantons International Securities (and its affiliated companies) to recover any loss or damage which Swan may suffer as a result of reasonable reliance by Stantons International Securities on the information provided by Swan; and
(b) To indemnify Stantons International Securities (and its affiliated entities) against any claim arising (wholly or in part) from Swan or any of its officers providing Stantons International Securities any false or misleading information or in the failure of Swan 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 Swan 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 PTY LTD (Trading as Stantons International Securities) Dated 24 November 2011

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

2. Financial Services Guide

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

This FSG includes information about:

who we are and how we can be contacted;
the services we are authorised to provide under our Australian Financial Services Licence, Licence No: 319600;
remuneration that we and/or our staff and any associated receive in connection with the general financial product advice;
any relevant associations or relationships we have; and
our complaints handling procedures and how you may access them.

3. Financial services we are licensed to provide

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

Securities (such as shares, options and notes)

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

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

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4. General Financial Product Advice

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

5. Benefits that we may receive

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

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

6. Remuneration or other benefits received by our employees

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

7. Referrals

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

8. Associations and relationships

SIS is ultimately a wholly division of Stantons International Pty Ltd a professional advisory and accounting practice. Our directors may be directors in Stantons International Pty Ltd and SIS has an affiliation with Stantons International Audit and Consulting Pty Ltd that charges Stantons International Securities management and corporate fees.

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

9. Complaints resolution

9.1 Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to:

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

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

9.2 Referral to External Dispute Resolution Scheme

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

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

Financial Ombudsman Service Limited PO Box 3 MELBOURNE VIC 8007

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

10. Contact details

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

APPENDIX B

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VALUATION REPORT ON THE CARNEGIE AND MT IDA TENEMENTS BY AGRICOLA

SWA5683 – Swan Gold Sale of Subsidiaries November 2011 19

Malcolm Castle Agricola Mining Consultants Pty Ltd P.O. Box 473, South Perth, WA 6951 Phone: 08 9368 4923 Fax: 08 9368 4932 Mobile: 04 1234 7511 Email: [email protected] ABN: 84 274 218 871

23 November 2011

The Directors Stantons International Securities Level 1, 1 Havelock Street West Perth, WA, 6005

Dear Sirs,

Re: INDEPENDENT VALUATION OF THE MINERAL ASSETS of SWAN GOLD MINING LTD

at CARNEGIE and MT IDA PROJECTS In WESTERN AUSTRALIA

I have been commissioned by the Directors of Stantons International Securities (“Stantons” or the “Company”) to provide a Mineral Asset Valuation Report (“Report”) of the Carnegie and Mt Ida Projects in Western Australia.

This report serves to comment on the geological setting and exploration results on the properties and presents a technical and market valuation for the exploration assets based on the information in this Report.

The present status of the tenements/licenses listed in this report is based on information provided by the Company. The Report has been prepared on the assumption that the tenements are lawfully accessible for evaluation. Details in respect to the legal status and tenure of the tenements comprising the Project were reviewed from documents issued by the respective governments and included in the data supplied by the company. Independent evaluation of the tenements was undertaken by Austwide Mining Title Management Pty Ltd and a schedule setting out the tenements and their status is attached as Annexure A.

DECLARATIONS

Relevant codes and guidelines

This report has been prepared as a technical assessment and valuation in accordance with the Code for Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (the “VALMIN Code”) , which is binding upon Members of the Australasian Institute of Mining and Metallurgy (“AusIMM”) and the Australian Institute of Geoscientists (“AIG”), as well as the rules and guidelines issued by the Australian Securities and Investments Commission (“ASIC”) and the ASX Limited (“ASX”) which pertain to Independent Expert Reports (Regulatory Guides RG111 and RG112).

Where mineral resources have been referred to in this report, the classifications are consistent with the ”Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”), prepared by the Joint Ore Reserves Committee of the AusIMM, the AIG and the Minerals Council of Australia, effective December 2004.

Under the definition provided by the VALMIN Code, the properties are classified as ‘exploration areas’, which are inherently speculative in nature. The properties are considered to be sufficiently prospective, subject to varying degrees of risk, to warrant further exploration and development of their economic potential.

Sources of Information

The statements and opinion contained in this report are given in good faith and this review is based on information provided by the title holders, along with technical reports by consultants, previous tenements holders and other relevant published and unpublished data for the area. I have endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy and completeness of the technical data upon which this report is based. A final draft of this report was provided to the Company, along with a written request to identify any material errors or omissions prior to lodgement.

In compiling this report, I did not carry out a site visit to any of the Company’s Project areas. Based on my professional knowledge and experience and the availability of extensive databases and technical reports made available by various Government Agencies, I consider that sufficient current information was available to allow an informed appraisal to be made without such a visit.

The independent technical report has been compiled based on information available up to and including the date of this report. Consent has been given for the distribution of this report in the form and context in which it appears. I have no reason to doubt the authenticity or substance of the information provided.

Qualifications and Experience

The person responsible for the preparation of this report is:

Malcolm Castle, B.Sc.(Hons), GCertAppFin (Sec Inst), MAusIMM

Malcolm Castle has over 40 years’ experience in exploration geology and property evaluation, working for major companies for 20 years as an exploration geologist. He established a consulting company 20 years ago and specialises in exploration management, technical audit, due diligence and property valuation at all stages of development. He has wide experience in a number of commodities including uranium, gold, base metals, iron ore and mineral sands. He has been responsible for project discovery through to feasibility study in Australia, Fiji, Southern Africa and Indonesia and technical Audits in many countries.

Mr. Castle completed studies in Applied Geology with the University of New South Wales in 1965 and has been awarded a B.Sc.(Hons) degree. He has completed postgraduate studies with the Securities Institute of Australia in 2001 and has been awarded a Graduate Certificate in Applied Finance and Investment in 2004.

Mr. Castle is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM) and has the appropriate relevant qualifications, experience, competence and independence to be considered as an “Expert” and “Competent Person” under the Australian Valmin and JORC Codes, respectively.

Competent Persons Statement

The information in this report that relates to Exploration Results and Mineral Resources of Swan has been prepared by Mr Malcolm Castle, who is a member of the Australasian Institute of Mining and Metallurgy. Mr Castle has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as Competent Persons as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.’ Mr Castle consents to the inclusion in this report of the matters based on the information in the form and context in which they appear.

Independence

I am not, nor intend to be a director, officer or other direct employee of the Company and have no material interest in the Projects or the Company. The relationship with the Company is solely one of professional association between client and independent consultant. The review work and this report are prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this Report.

Yours faithfully

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Malcolm Castle

B.Sc.(Hons) MAusIMM, GCertAppFin (Sec Inst)

PROJECT REVIEW

CARNEGIE PROJECT

The Project, which includes the Riverina, Siberia and Lady Bountiful deposits, is situated approximately 120km north-west of Kalgoorlie. The Project area is connected to Kalgoorlie, a major regional centre, by the sealed Kalgoorlie-Menzies highway, with good quality gravel roads providing access throughout the Carnegie Project. The Riverina deposit is located 45 km north of the Davyhurst plant and is connected directly to Davyhurst by a gravel road suitable for road train operation. The Siberia project area is broadly about 40 km east of Davyhurst and 25 km west of the Goldfields Highway. The Lady Bountiful Project is located approximately 37 km north-west of the Kalgoorlie Township.

The Carnegie Project comprises operational and exploration prospects, including a mineral resource base at 30 June 2008 of 20.3 M tonnes at 2.3 g/t gold for 1.5M ounces and Exploration Tenements (excluding Miscellaneous Licences) with an area of 1,342 km[2] .

The Carnegie Project is located within the north to north-north-west striking Davyhurst-Mt Ida Greenstone Belt, a western branch of the Norseman-Wiluna Belt. The Project encompasses a group of varied gold deposits spread over an area between Lizard in the south, First Hit in the north, and the Siberia Mining Centre in the east.

The Project straddles the boundary between the Eastern Goldfields Province and Southern Cross Province and includes portions of two crustal scale faults; the Ida Fault and Zuleika Shear. The Ida Fault marks the boundary between the Barlee Terrane of the Southern Cross Province and the Kalgoorlie Terrane of the Eastern Goldfields Province. The Zuleika Shear separates the Coolgardie and Ora Banda Domains of the Kalgoorlie Terrane.

The area has hosted approximately 50 open pits and 4 medium sized but high grade underground mines including the Lady Bountiful, Lights of Israel, Callion, Glasson and Riverina underground mines.

MT IDA PROJECT

The Mt Ida Gold Project and associated operations and assets are located 200 kilometres north-west of Kalgoorlie-Boulder and 70 kilometres north-west of Menzies. Access from Kalgoorlie is via the Goldfields Highway to Menzies (130km) and via the Menzies to Sandstone Road, past Lake Ballard, and the Mt Ida road which are both all-weather gravel surface (100km). The Mt Ida Project tenements cover an area of 480 km2 of the prospective Ularring Greenstone Belt.

The Mt Ida Project area is located in the northern-most part of the Mt Ida (or Ularring) Greenstone Belt which is the western-most subdivision of the regionally extensive Norseman-Wiluna belt. The Ularring Greenstone Belt occupies an extensive sequence of mafic and ultramafic rocks with interbedded (volcanogenic) sediments and felsic to intermediate volcanics. The geology is structurally complex, consisting of cross cutting and regional shear zones, a regional anticline, intrusive porphyries and basal ultramafic contacts. The Ularring Greenstone Belt is represented by a narrow linear belt that extends from south of Davyhurst to Mt Alexander in the north; the belt

corresponds to the western most subdivision of the extensive north-northwest trending NorsemanWiluna Greenstone Belt and covers a strike extent of approximately 150km.

The Mt Ida Project comprises operational and exploration prospects, including a mineral resource base at 30 June 2008 of 259,000 tonnes at 15.36 g/t gold for 128,000 ounces and Exploration Tenements (excluding Miscellaneous Licences) with an area of 472 km[2] .

The Mt Ida Project area is considered to be prospective for gold and base metals. Known deposit styles include shear/vein hosted gold and base metal sulphides. Historically 300,000 ounces of gold have been mined from the various mines in the Copperfield/Mt Ida area. The recent focus has been on the development and exploitation of the Baldock lode (with current resources of 69,000 oz gold). Future exploration and exploitation of the Meteor, Whinnen, Meteor North, Baldock South and Timoni lodes was planned.

VALUATION ASSESSMENT

VALUATION OFGOLD RESOURCES BY COMPARABLE TRANSACTIONS

MINERAL RESOURCE ESTIMATES

The Carnegie Deposit contains a mineral resource estimated in accordance with the JORC code.

Carnegie Deposit

Categorie	Tonnes ('000)	Grade (g/t)	Contained Gold
Measured	236	2.8	21
Indicated	10,996	2.2	778
Inferred	9,050	2.4	698
Total	20,282	2.30	1,497

The Mt Ida Deposit contains a mineral resource estimated in accordance with the JORC code.

		Mt Ida Deposit
Categorie	Tonnes ('000)	Grade (g/t)	Contained Gold
Measured	-	-	-
Indicated	121	17.7	69
Inferred	138	13.3	59
Total	259	15.36	128

VALUATION METHODOLOGY

Contained metal is calculated from the deposit tonnes and grade in the three categories of the JORC code.
Contained gold is estimated at 1,497,000 ounces for Carnegie and 128,000 for Mt Ida.
The average gold price for October 2010 was US$1342 per ounce. The AUD:USD exchange rate was just below 1:1 and the gold price equates to approximately A$1350. This is the date of the Offer Document prepared for the sale of the Carnegie and Mt Ida assets is used in the valuation.

Contained Value = [contained gold]*[gold price]

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A discount factor is applied to the contained value to recognise the JORC category and allow for resourc e risk.

Resource Category Discounts Measured R e source 80 % Indicated Resource 70 % Inferred Res o urce 60 % Exploration T arget 50 %

A further discount is considered appropriate to the base value for the project to recognise the poor m a rket conditions following the GFC, despite t he increasing gold price. It also recogn i ses the risk in lower grade projects for Carnegie and the difficulty inherent in underground mining for Mt Ida.

The Market Sentimen t factor chosen is 70% for Carnegie and 75% for Mt Ida.

The base value for th e project is estimated by multiplying the con t ained value by the two discount factors.

Base Value = [Contain e d Value]Resource Discount][Market Sent i ment]

Base Value A $M	Carnegie	Mt Ida
Measured	15.97	-
Indicated	511.42	48.51
Inferred	393.58	35.63
Total	920.97	84.15

A range of average acquisition cost (AAC) percentages is es t imated based on comparative transacti o ns in the gold industry over the last 20 yea r s.

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----- Start of picture text -----

Average Acquisition Cost
Series1, 2006,
Series1, 1991, 4.50%
4.20%Series1, 1993, Series1, 2005,
Series1, 1994, 3.90%
3.80% Series1, 1997,
3.60% Series1, 2004,
Series1, 1990, 3.40%Series1, 1999, 3.20% Series1, 200 Series1, 2009, 78 ,
3.01%Series1, 1992, Series1, 1995, 3.00% Series1, 2003, 3.01% 2.94%
2.70% 2.70%
2.60% Series1, 1996, Series1, 2000, Series1, 2001,
Series1, 1998,
2.20% 2.20%2.20%Series1, 2002,
2.00%
1.90%
----- End of picture text -----

The Average Acquisition Cost (AAC) for gold projects lies in the range of 2% to 4.5%. The data set does not differentiate between resource categories and it is implicit that this has been taken into account with risk related discounts. Information on sales internationally has shown a pattern for the AAC as shown in the following table.

		AAC Percentiles
Percentile	10%	25%	50%	75%	90%
AAC	2.20%	2.63%	3.00%	3.35%	3.89%

For the purpose of this valuation the Average Acquisition Cost for the lower, Preferred and higher value is selected at the 25[th] , 50[th] and 75[th] percentiles

The Base Value is multiplied by AAC Percentiles to arrive at the estimated project value.

Market Value = [Base Value]*[AAC Percentile for Low, High and Preferred]

Total Project Value	Carnegie	Mt Ida
Low	24.18	2.21
High	30.85	2.82
Preferred	27.51	2.51
% of contained value	1.4%	1.5%
$/ounce	18.38	19.66

A further check on the valuation is provided by comparing the Market Value with the contained value. The Market Value represents 1.4% of the contained value for Carnegie ($18 per ounce) and 1.5% for Mt Ida ($20 per ounce).

VALUATION OF SURROUNDING EXPLORATION PROPERTIES

The valuation of surrounding exploration tenements applies to Exploration Licences and Prospecting Licences. Granted mining licences are considered to be fully valued by the dollar per ounce method described earlier.

BASE ACQUISITION COST

This represents the exploration cost for the current period of the tenements. The current Base Acquisition Cost (BAC) for exploration projects is considered to be the average expenditure for Exploration licences in tenements in Western Australia. Early stage exploration projects attract a BAC of $300 - $325 per square kilometre. Mining Leases attract a Base Acquisition Cost of $10,000 to $10,500 per square kilometre and Prospecting Licences attract $3,500 to $3,750.

A discount of 40% is applied to pending tenements if appropriate to recognise the uncertainty of the grant process. This does not apply to tenements which are granted. Details of the tenements held by Swan were supplied by that company and have not been independently audited. Equity in the tenements is assumed to be 100%.

Base Value = [Area][Grant Factor][Equity]*[Base Acquisition Cost]

TENEMENT AND BASE COST FACTORS

Carnegie	Tenement	Details
Project	State	Tenement ID	Equity	Km2	Status	Grant		BAC
							Low		High
Carnegie	WA	E16/0327	100%	3.00	Granted	100%	300		350
Siberia	WA	E16/0252	100%	30.00	Granted	100%	300		350
Siberia	WA	E16/0276	100%	15.00	Granted	100%	300		350
Siberia	WA	E16/0329	100%	15.00	Granted	100%	300		350
Carnegie	WA	E16/0332	100%	75.00	Granted	100%	300		350
Carnegie	WA	E16/0337	100%	12.00	Granted	100%	300		350
Siberia	WA	E16/0343	100%	51.00	Granted	100%	300		350
Siberia	WA	E16/0344	100%	48.00	Granted	100%	300		350
Siberia	WA	E16/0346	100%	9.00	Granted	100%	300		350
Siberia	WA	E16/0347	100%	3.00	Granted	100%	300		350
Carnegie	WA	E16/0355	100%	6.00	Granted	100%	300		350
Carnegie	WA	E16/0400	100%	33.00	Granted	100%	300		350
Siberia	WA	E16/0412	100%	15.00	Granted	100%	300		350
Carnegie	WA	E16/0413	100%	3.00	Granted	100%	300		350
Carnegie	WA	E16/0414	100%	3.00	Granted	100%	300		350
Carnegie	WA	E24/0150	100%	9.00	Granted	100%	300		350
Siberia	WA	E29/0657	100%	6.00	Granted	100%	300		350
Carnegie	WA	E30/0316	100%	3.00	Granted	100%	300		350
Carnegie	WA	E30/0320	100%	33.00	Granted	100%	300		350
Carnegie	WA	E30/0332	100%	3.00	Granted	100%	300		350
Carnegie	WA	E30/0333	100%	39.00	Granted	100%	300		350
Carnegie	WA	E30/0334	100%	6.00	Granted	100%	300		350
Carnegie	WA	E30/0335	100%	204.00	Granted	100%	300		350

Carnegie	WA	E30/0336	100%	210.00	Granted	100%	300	350
Carnegie	WA	E30/0337	100%	210.00	Granted	100%	300	350
Carnegie	WA	E30/0338	100%	201.00	Granted	100%	300	350
Carnegie	WA	P16/2131	100%	0.12	Granted	100%	3500	3750
Carnegie	WA	P16/2132	100%	0.17	Granted	100%	3500	3750
Siberia	WA	P16/2183	100%	0.65	Granted	100%	3500	3750
Siberia	WA	P16/2184	100%	2.00	Granted	100%	3500	3750
Siberia	WA	P16/2303	100%	0.78	Granted	100%	3500	3750
Siberia	WA	P16/2500	100%	0.42	Granted	100%	3500	3750
Siberia	WA	P16/2501	100%	2.00	Granted	100%	3500	3750
Siberia	WA	P16/2502	100%	2.00	Granted	100%	3500	3750
Siberia	WA	P16/2503	100%	1.60	Granted	100%	3500	3750
Siberia	WA	P16/2504	100%	1.95	Granted	100%	3500	3750
Siberia	WA	P16/2505	100%	1.24	Granted	100%	3500	3750
Siberia	WA	P16/2506	100%	2.00	Granted	100%	3500	3750
Siberia	WA	P16/2507	100%	2.00	Granted	100%	3500	3750
Siberia	WA	P16/2510	100%	0.55	Granted	100%	3500	3750
Carnegie	WA	P16/2514	100%	0.24	Granted	100%	3500	3750
Carnegie	WA	P16/2515	100%	1.89	Granted	100%	3500	3750
Siberia	WA	P16/2518	100%	1.00	Granted	100%	3500	3750
Siberia	WA	P16/2527	100%	0.16	Granted	100%	3500	3750
Carnegie	WA	P16/2550	100%	1.38	Granted	100%	3500	3750
Carnegie	WA	P16/2551	100%	1.37	Granted	100%	3500	3750
Siberia	WA	P24/3534	100%	0.10	Granted	100%	3500	3750
Siberia	WA	P24/4177	100%	1.85	Granted	100%	3500	3750
Siberia	WA	P24/4178	100%	1.76	Granted	100%	3500	3750
Siberia	WA	P24/4179	100%	2.00	Granted	100%	3500	3750
Siberia	WA	P24/4180	100%	1.70	Granted	100%	3500	3750
Siberia	WA	P24/4181	100%	1.17	Granted	100%	3500	3750
Siberia	WA	P24/4182	100%	1.43	Granted	100%	3500	3750
Siberia	WA	P24/4183	100%	2.00	Granted	100%	3500	3750
Siberia	WA	P24/4283	100%	0.01	Granted	100%	3500	3750
Siberia	WA	P29/2012	100%	0.73	Granted	100%	3500	3750
Carnegie	WA	P30/1009	100%	0.20	Granted	100%	3500	3750
Carnegie	WA	P30/1010	100%	0.47	Granted	100%	3500	3750
Carnegie	WA	P30/1017	100%	0.44	Granted	100%	3500	3750
Carnegie	WA	P30/1018	100%	0.22	Granted	100%	3500	3750
Carnegie	WA	P30/1019	100%	0.49	Granted	100%	3500	3750
Carnegie	WA	P30/1020	100%	0.39	Granted	100%	3500	3750
Carnegie	WA	P30/1021	100%	2.00	Granted	100%	3500	3750
Carnegie	WA	P30/1022	100%	1.17	Granted	100%	3500	3750
Carnegie	WA	P30/1023	100%	0.05	Granted	100%	3500	3750
Carnegie	WA	P30/1024	100%	1.21	Granted	100%	3500	3750
Carnegie	WA	P30/1025	100%	0.17	Granted	100%	3500	3750
Carnegie	WA	P30/1026	100%	1.93	Granted	100%	3500	3750
Carnegie	WA	P30/1027	100%	1.12	Granted	100%	3500	3750
Carnegie	WA	P30/1028	100%	1.18	Granted	100%	3500	3750
Carnegie	WA	P30/1029	100%	1.76	Granted	100%	3500	3750
Carnegie	WA	P30/1030	100%	1.89	Granted	100%	3500	3750
Carnegie	WA	P30/1031	100%	1.99	Granted	100%	3500	3750
Carnegie	WA	P30/1032	100%	1.82	Granted	100%	3500	3750
Carnegie	WA	P30/1033	100%	1.87	Granted	100%	3500	3750
Carnegie	WA	P30/1034	100%	0.76	Granted	100%	3500	3750
Carnegie	WA	P30/1035	100%	1.38	Granted	100%	3500	3750

Carnegie	WA	P30/1036	100%	1.23	Granted	100%	3500		3750
Carnegie	WA	P30/1038	100%	0.11	Granted	100%	3500		3750
Carnegie	WA	P30/1039	100%	1.01	Granted	100%	3500		3750
Carnegie	WA	P30/1040	100%	1.68	Granted	100%	3500		3750
Carnegie	WA	P30/1041	100%	1.49	Granted	100%	3500		3750
Carnegie	WA	P30/1042	100%	1.59	Granted	100%	3500		3750
Carnegie	WA	P30/1043	100%	1.94	Granted	100%	3500		3750
Carnegie	WA	P30/1044	100%	1.95	Granted	100%	3500		3750
Carnegie	WA	P30/1045	100%	1.89	Granted	100%	3500		3750
Carnegie	WA	P30/1046	100%	1.55	Granted	100%	3500		3750
Carnegie	WA	P30/1047	100%	1.87	Granted	100%	3500		3750
Carnegie	WA	P30/1048	100%	1.43	Granted	100%	3500		3750
Carnegie	WA	P30/1049	100%	2.00	Granted	100%	3500		3750
Carnegie	WA	P30/1051	100%	1.74	Granted	100%	3500		3750
Carnegie	WA	P30/1052	100%	1.89	Granted	100%	3500		3750
Carnegie	WA	P30/1053	100%	1.82	Granted	100%	3500		3750
Carnegie	WA	P30/1054	100%	0.78	Granted	100%	3500		3750
Carnegie	WA	P30/1055	100%	0.61	Granted	100%	3500		3750
Carnegie	WA	P30/1056	100%	0.26	Granted	100%	3500		3750
Carnegie	WA	P30/1057	100%	0.22	Granted	100%	3500		3750
Carnegie	WA	P30/1058	100%	0.21	Granted	100%	3500		3750
Carnegie	WA	P30/1059	100%	0.55	Granted	100%	3500		3750
Carnegie	WA	P30/1060	100%	0.73	Granted	100%	3500		3750
Carnegie	WA	P30/1064	100%	1.96	Granted	100%	3500		3750
Carnegie	WA	P30/1065	100%	1.89	Granted	100%	3500		3750
Carnegie	WA	P30/1066	100%	1.77	Granted	100%	3500		3750
Carnegie	WA	P30/1067	100%	1.40	Granted	100%	3500		3750
Carnegie	WA	P30/1068	100%	0.53	Granted	100%	3500		3750
Carnegie	WA	P30/1069	100%	0.54	Granted	100%	3500		3750
Carnegie	WA	P30/1074	100%	0.73	Granted	100%	3500		3750
Carnegie	WA	P30/1075	100%	0.70	Granted	100%	3500		3750
Carnegie	WA	P30/1086	100%	0.08	Granted	100%	3500		3750
Carnegie	WA	P30/1087	100%	0.15	Granted	100%	3500		3750
				1,342.08
Mt Ida Tenement		Details
Project	State	Tenement ID	Equity	Km2	Status	Grant		BAC
							Low		High
Mt Ida	WA	E29/0561	100%	27.0	Granted	100%	300		350
Mt Ida	WA	E29/0640	100%	207.0	Granted	100%	300		350
Mt Ida	WA	E29/0641	100%	3.0	Granted	100%	300		350
Mt Ida	WA	E29/0642	100%	66.0	Granted	100%	300		350
Mt Ida	WA	E29/0643	100%	3.0	Granted	100%	300		350
Mt Ida	WA	E29/0644	100%	72.0	Granted	100%	300		350
Mt Ida	WA	E29/0647	100%	15.0	Granted	100%	300		350
Mt Ida	WA	E29/0659	100%	3.0	Granted	100%	300		350
Mt Ida	WA	E29/0660	100%	9.0	Granted	100%	300		350
Mt Ida	WA	P29/1912	100%	1.3	Granted	100%	3500		3750
Mt Ida	WA	P29/1913	100%	1.6	Granted	100%	3500		3750
Mt Ida	WA	P29/1934	100%	2.0	Granted	100%	3500		3750
Mt Ida	WA	P29/1935	100%	0.8	Granted	100%	3500		3750
Mt Ida	WA	P29/1936	100%	1.8	Granted	100%	3500		3750
Mt Ida	WA	P29/1937	100%	1.5	Granted	100%	3500		3750
Mt Ida	WA	P29/1938	100%	2.0	Granted	100%	3500		3750
Mt Ida	WA	P29/1939	100%	1.6	Granted	100%	3500		3750

Mt Ida	WA	P29/1940	100%	1.7	Granted	100%	3500	3750
Mt Ida	WA	P29/1941	100%	1.9	Granted	100%	3500	3750
Mt Ida	WA	P29/1942	100%	1.8	Granted	100%	3500	3750
Mt Ida	WA	P29/1943	100%	2.0	Granted	100%	3500	3750
Mt Ida	WA	P29/1944	100%	2.0	Granted	100%	3500	3750
Mt Ida	WA	P29/1945	100%	1.9	Granted	100%	3500	3750
Mt Ida	WA	P29/1946	100%	2.0	Granted	100%	3500	3750
Mt Ida	WA	P29/1947	100%	2.0	Granted	100%	3500	3750
Mt Ida	WA	P29/1948	100%	2.0	Granted	100%	3500	3750
Mt Ida	WA	P29/1949	100%	1.9	Granted	100%	3500	3750
Mt Ida	WA	P29/1950	100%	1.7	Granted	100%	3500	3750
Mt Ida	WA	P29/1977	100%	0.8	Granted	100%	3500	3750
Mt Ida	WA	P29/1990	100%	0.9	Granted	100%	3500	3750
Mt Ida	WA	P29/1991	100%	0.5	Granted	100%	3500	3750
Mt Ida	WA	P29/1992	100%	0.4	Granted	100%	3500	3750
Mt Ida	WA	P29/1993	100%	0.2	Granted	100%	3500	3750
Mt Ida	WA	P29/1994	100%	0.1	Granted	100%	3500	3750
Mt Ida	WA	P29/1995	100%	0.1	Granted	100%	3500	3750
Mt Ida	WA	P29/1996	100%	0.1	Granted	100%	3500	3750
Mt Ida	WA	P29/1997	100%	0.2	Granted	100%	3500	3750
Mt Ida	WA	P29/1998	100%	0.2	Granted	100%	3500	3750
Mt Ida	WA	P29/1999	100%	0.4	Granted	100%	3500	3750
Mt Ida	WA	P29/2000	100%	0.1	Granted	100%	3500	3750
Mt Ida	WA	P29/2001	100%	0.5	Granted	100%	3500	3750
Mt Ida	WA	P29/2002	100%	0.4	Granted	100%	3500	3750
Mt Ida	WA	P29/2003	100%	0.7	Granted	100%	3500	3750
Mt Ida	WA	P29/2004	100%	0.2	Granted	100%	3500	3750
Mt Ida	WA	P29/2005	100%	0.1	Granted	100%	3500	3750
Mt Ida	WA	P29/2006	100%	0.2	Granted	100%	3500	3750
Mt Ida	WA	P29/2007	100%	0.2	Granted	100%	3500	3750
Mt Ida	WA	P29/2008	100%	0.2	Granted	100%	3500	3750
Mt Ida	WA	P29/2009	100%	0.8	Granted	100%	3500	3750
Mt Ida	WA	P29/2010	100%	0.8	Granted	100%	3500	3750
Mt Ida	WA	P29/2011	100%	1.3	Granted	100%	3500	3750
Mt Ida	WA	P29/2015	100%	0.1	Granted	100%	3500	3750
Mt Ida	WA	P29/2016	100%	1.4	Granted	100%	3500	3750
Mt Ida	WA	P29/2017	100%	1.0	Granted	100%	3500	3750
Mt Ida	WA	P29/2018	100%	1.6	Granted	100%	3500	3750
Mt Ida	WA	P29/2019	100%	1.4	Granted	100%	3500	3750
Mt Ida	WA	P29/2020	100%	1.5	Granted	100%	3500	3750
Mt Ida	WA	P29/2021	100%	1.5	Granted	100%	3500	3750
Mt Ida	WA	P29/2022	100%	2.0	Granted	100%	3500	3750
Mt Ida	WA	P29/2023	100%	2.0	Granted	100%	3500	3750
Mt Ida	WA	P29/2024	100%	2.0	Granted	100%	3500	3750
Mt Ida	WA	P30/1012	100%	2.0	Granted	100%	3500	3750
Mt Ida	WA	P30/1013	100%	2.0	Granted	100%	3500	3750
Mt Ida	WA	P30/1014	100%	2.0	Granted	100%	3500	3750
Mt Ida	WA	P30/1015	100%	2.0	Granted	100%	3500	3750
Mt Ida	WA	P30/1016	100%	2.0	Granted	100%	3500	3750
				472.1

PROSPECTIVITY ASSESSMENT FACTORS

A detailed assessment of the prospectivity of tenements was carried out. The geoscientific rating chosen for each element are included in the following table.

This includes a consideration of

Regional mineralization, old and current workings and the validity of conceptual models.
Local mineralization within the tenements and the application of conceptual models within the tenements.
Identified anomalies warranting follow up within the tenements.
The proportion of structural and lithological settings within the tenements and difficulty encountered by cover rocks and other factors.


KILBURN RATING CRITERIA -SIMPLIFIED
Rating	OffSite Factor	OnSite Factor	AnomalyFactor	Geological Factor
1	Indications of Prospectivity	Indications of Prospectivity	No targets outlined	Generally favourable geologicalenvironment
2	Resource targets Identified	Targets identified with successful early drilling	Exposure of mineralised zones or surface drilling (RAB)	Generally favourable lithology with structures or exposures of mineralised zones
3	Along Strike or adjacent toknown mineralization	Grade intercepts on adjacent sections - Exploration Targets Estimated from sound evidence	Significant grade intercepts not yet linked on cross and long sections	Significant mineralised zones exposed in prospectivehostrocks
4		Inferred Resource identified not yet estimated	Grade intercepts on adjacent sections

Assessments in each category are based on a set scale (see above and appendix) and are multiplied together to arrive at a “prospectivity index”.

Prospectivity Index = [Off Site Factor]On Site Factor][Anomaly Factor]*[Geology Factor]

PROSPECTIVITY	PROSPECTIVITY	ASSESSMENT FACTORS:	ASSESSMENT FACTORS:
Carnegie	Prospectivity Assessment
Project	State	Tenement ID	Off	Site	On	Site	Anomaly		Geology
			Low	High	Low	High	Low	High	Low	High
Carnegie	WA	E16/0327	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	E16/0252	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	E16/0276	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	E16/0329	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	E16/0332	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	E16/0337	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	E16/0343	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	E16/0344	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	E16/0346	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60

Siberia	WA	E16/0347	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	E16/0355	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	E16/0400	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	E16/0412	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	E16/0413	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	E16/0414	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	E24/0150	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	E29/0657	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	E30/0316	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	E30/0320	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	E30/0332	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	E30/0333	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	E30/0334	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	E30/0335	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	E30/0336	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	E30/0337	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	E30/0338	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P16/2131	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P16/2132	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P16/2183	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P16/2184	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P16/2303	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P16/2500	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P16/2501	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P16/2502	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P16/2503	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P16/2504	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P16/2505	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P16/2506	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P16/2507	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P16/2510	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P16/2514	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P16/2515	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P16/2518	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P16/2527	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P16/2550	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P16/2551	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P24/3534	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P24/4177	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P24/4178	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P24/4179	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P24/4180	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P24/4181	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P24/4182	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P24/4183	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P24/4283	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Siberia	WA	P29/2012	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1009	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1010	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1017	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1018	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1019	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1020	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1021	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1022	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1023	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1024	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1025	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60

Carnegie	WA	P30/1026	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1027	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1028	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1029	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1030	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1031	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1032	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1033	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1034	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1035	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1036	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1038	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1039	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1040	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1041	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1042	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1043	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1044	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1045	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1046	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1047	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1048	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1049	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1051	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1052	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1053	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1054	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1055	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1056	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1057	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1058	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1059	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1060	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1064	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1065	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1066	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1067	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1068	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1069	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1074	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1075	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1086	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Carnegie	WA	P30/1087	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida Prospectivity		Assessment
Project	State	Tenement ID	Off	Site	On	Site	Anomaly		Geology
			Low	High	Low	High	Low	High	Low	High
Mt Ida	WA	E29/0561	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	E29/0640	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	E29/0641	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	E29/0642	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	E29/0643	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	E29/0644	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	E29/0647	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	E29/0659	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	E29/0660	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1912	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1913	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60

Mt Ida	WA	P29/1934	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1935	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1936	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1937	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1938	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1939	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1940	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1941	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1942	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1943	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1944	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1945	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1946	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1947	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1948	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1949	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1950	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1977	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1990	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1991	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1992	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1993	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1994	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1995	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1996	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1997	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1998	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/1999	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2000	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2001	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2002	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2003	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2004	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2005	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2006	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2007	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2008	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2009	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2010	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2011	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2015	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2016	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2017	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2018	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2019	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2020	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2021	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2022	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2023	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P29/2024	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P30/1012	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P30/1013	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P30/1014	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P30/1015	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60
Mt Ida	WA	P30/1016	1.50	1.60	1.25	1.35	1.00	1.10	1.50	1.60

TECHNICAL VALUE

An estimate of technical value has been compiled for the tenements based on the base acquisition cost, area, grant status, equity and ratings for prospectivity.

Technical Value = [Base Value]*[Prospectivity Index]

CARNEGIE
Prospect Name	Tenement		Technical Value
		Low	High	Preferred
Carnegie	E16/0327	3,000	4,000	3,500
Siberia	E16/0252	25,000	40,000	32,500
Siberia	E16/0276	13,000	20,000	16,500
Siberia	E16/0329	13,000	20,000	16,500
Carnegie	E16/0332	63,000	100,000	81,500
Carnegie	E16/0337	10,000	16,000	13,000
Siberia	E16/0343	43,000	68,000	55,500
Siberia	E16/0344	41,000	64,000	52,500
Siberia	E16/0346	8,000	12,000	10,000
Siberia	E16/0347	3,000	4,000	3,500
Carnegie	E16/0355	5,000	8,000	6,500
Carnegie	E16/0400	28,000	44,000	36,000
Siberia	E16/0412	13,000	20,000	16,500
Carnegie	E16/0413	3,000	4,000	3,500
Carnegie	E16/0414	3,000	4,000	3,500
Carnegie	E24/0150	8,000	12,000	10,000
Siberia	E29/0657	5,000	8,000	6,500
Carnegie	E30/0316	3,000	4,000	3,500
Carnegie	E30/0320	28,000	44,000	36,000
Carnegie	E30/0332	3,000	4,000	3,500
Carnegie	E30/0333	33,000	52,000	42,500
Carnegie	E30/0334	5,000	8,000	6,500
Carnegie	E30/0335	172,000	271,000	221,500
Carnegie	E30/0336	177,000	279,000	228,000
Carnegie	E30/0337	177,000	279,000	228,000
Carnegie	E30/0338	170,000	267,000	218,500
Carnegie	P16/2131	1,000	2,000	1,500
Carnegie	P16/2132	2,000	2,000	2,000
Siberia	P16/2183	6,000	9,000	7,500
Siberia	P16/2184	20,000	29,000	24,500
Siberia	P16/2303	8,000	11,000	9,500
Siberia	P16/2500	4,000	6,000	5,000
Siberia	P16/2501	20,000	29,000	24,500
Siberia	P16/2502	20,000	29,000	24,500
Siberia	P16/2503	16,000	23,000	19,500
Siberia	P16/2504	19,000	28,000	23,500
Siberia	P16/2505	12,000	18,000	15,000
Siberia	P16/2506	20,000	29,000	24,500
Siberia	P16/2507	20,000	29,000	24,500
Siberia	P16/2510	5,000	8,000	6,500
Carnegie	P16/2514	2,000	3,000	2,500
Carnegie	P16/2515	19,000	27,000	23,000
Siberia	P16/2518	10,000	14,000	12,000
Siberia	P16/2527	2,000	2,000	2,000
Carnegie	P16/2550	14,000	20,000	17,000
Carnegie	P16/2551	13,000	20,000	16,500
Siberia	P24/3534	1,000	1,000	1,000

Siberia	P24/4177	18,000	26,000	22,000
Siberia	P24/4178	17,000	25,000	21,000
Siberia	P24/4179	20,000	29,000	24,500
Siberia	P24/4180	17,000	24,000	20,500
Siberia	P24/4181	12,000	17,000	14,500
Siberia	P24/4182	14,000	20,000	17,000
Siberia	P24/4183	20,000	29,000	24,500
Siberia	P24/4283	-	-	-
Siberia	P29/2012	7,000	10,000	8,500
Carnegie	P30/1009	2,000	3,000	2,500
Carnegie	P30/1010	5,000	7,000	6,000
Carnegie	P30/1017	4,000	6,000	5,000
Carnegie	P30/1018	2,000	3,000	2,500
Carnegie	P30/1019	5,000	7,000	6,000
Carnegie	P30/1020	4,000	6,000	5,000
Carnegie	P30/1021	20,000	29,000	24,500
Carnegie	P30/1022	12,000	17,000	14,500
Carnegie	P30/1023	-	1,000	500
Carnegie	P30/1024	12,000	17,000	14,500
Carnegie	P30/1025	2,000	2,000	2,000
Carnegie	P30/1026	19,000	28,000	23,500
Carnegie	P30/1027	11,000	16,000	13,500
Carnegie	P30/1028	12,000	17,000	14,500
Carnegie	P30/1029	17,000	25,000	21,000
Carnegie	P30/1030	19,000	27,000	23,000
Carnegie	P30/1031	20,000	28,000	24,000
Carnegie	P30/1032	18,000	26,000	22,000
Carnegie	P30/1033	18,000	27,000	22,500
Carnegie	P30/1034	7,000	11,000	9,000
Carnegie	P30/1035	14,000	20,000	17,000
Carnegie	P30/1036	12,000	18,000	15,000
Carnegie	P30/1038	1,000	2,000	1,500
Carnegie	P30/1039	10,000	14,000	12,000
Carnegie	P30/1040	17,000	24,000	20,500
Carnegie	P30/1041	15,000	21,000	18,000
Carnegie	P30/1042	16,000	23,000	19,500
Carnegie	P30/1043	19,000	28,000	23,500
Carnegie	P30/1044	19,000	28,000	23,500
Carnegie	P30/1045	19,000	27,000	23,000
Carnegie	P30/1046	15,000	22,000	18,500
Carnegie	P30/1047	18,000	27,000	22,500
Carnegie	P30/1048	14,000	20,000	17,000
Carnegie	P30/1049	20,000	29,000	24,500
Carnegie	P30/1051	17,000	25,000	21,000
Carnegie	P30/1052	19,000	27,000	23,000
Carnegie	P30/1053	18,000	26,000	22,000
Carnegie	P30/1054	8,000	11,000	9,500
Carnegie	P30/1055	6,000	9,000	7,500
Carnegie	P30/1056	3,000	4,000	3,500
Carnegie	P30/1057	2,000	3,000	2,500
Carnegie	P30/1058	2,000	3,000	2,500
Carnegie	P30/1059	5,000	8,000	6,500
Carnegie	P30/1060	7,000	10,000	8,500
Carnegie	P30/1064	19,000	28,000	23,500
Carnegie	P30/1065	19,000	27,000	23,000
Carnegie	P30/1066	17,000	25,000	21,000
Carnegie	P30/1067	14,000	20,000	17,000
Carnegie	P30/1068	5,000	8,000	6,500

Carnegie	P30/1069	5,000	8,000	6,500
Carnegie	P30/1074	7,000	10,000	8,500
Carnegie	P30/1075	7,000	10,000	8,500
Carnegie	P30/1086	1,000	1,000	1,000
Carnegie	P30/1087	1,000	2,000	1,500
		2,014,000	3,046,000	2,530,000
MT IDA
Project	Tenement		Technical Value
		Low	High	Preferred
Mt Ida	E29/0561	23,000	36,000	29,500
Mt Ida	E29/0640	175,000	275,000	225,000
Mt Ida	E29/0641	3,000	4,000	3,500
Mt Ida	E29/0642	56,000	88,000	72,000
Mt Ida	E29/0643	3,000	4,000	3,500
Mt Ida	E29/0644	61,000	96,000	78,500
Mt Ida	E29/0647	13,000	20,000	16,500
Mt Ida	E29/0659	3,000	4,000	3,500
Mt Ida	E29/0660	8,000	12,000	10,000
Mt Ida	P29/1912	13,000	19,000	16,000
Mt Ida	P29/1913	15,000	22,000	18,500
Mt Ida	P29/1934	20,000	29,000	24,500
Mt Ida	P29/1935	8,000	11,000	9,500
Mt Ida	P29/1936	18,000	26,000	22,000
Mt Ida	P29/1937	15,000	22,000	18,500
Mt Ida	P29/1938	20,000	28,000	24,000
Mt Ida	P29/1939	16,000	23,000	19,500
Mt Ida	P29/1940	16,000	24,000	20,000
Mt Ida	P29/1941	18,000	27,000	22,500
Mt Ida	P29/1942	17,000	25,000	21,000
Mt Ida	P29/1943	19,000	28,000	23,500
Mt Ida	P29/1944	20,000	28,000	24,000
Mt Ida	P29/1945	19,000	27,000	23,000
Mt Ida	P29/1946	19,000	28,000	23,500
Mt Ida	P29/1947	19,000	28,000	23,500
Mt Ida	P29/1948	19,000	28,000	23,500
Mt Ida	P29/1949	18,000	27,000	22,500
Mt Ida	P29/1950	16,000	24,000	20,000
Mt Ida	P29/1977	8,000	12,000	10,000
Mt Ida	P29/1990	8,000	12,000	10,000
Mt Ida	P29/1991	5,000	7,000	6,000
Mt Ida	P29/1992	4,000	6,000	5,000
Mt Ida	P29/1993	2,000	2,000	2,000
Mt Ida	P29/1994	1,000	2,000	1,500
Mt Ida	P29/1995	1,000	1,000	1,000
Mt Ida	P29/1996	1,000	1,000	1,000
Mt Ida	P29/1997	2,000	3,000	2,500
Mt Ida	P29/1998	2,000	2,000	2,000
Mt Ida	P29/1999	4,000	6,000	5,000
Mt Ida	P29/2000	1,000	2,000	1,500
Mt Ida	P29/2001	5,000	7,000	6,000
Mt Ida	P29/2002	4,000	6,000	5,000
Mt Ida	P29/2003	7,000	10,000	8,500
Mt Ida	P29/2004	2,000	3,000	2,500
Mt Ida	P29/2005	1,000	2,000	1,500
Mt Ida	P29/2006	2,000	3,000	2,500
Mt Ida	P29/2007	2,000	3,000	2,500
Mt Ida	P29/2008	2,000	3,000	2,500

Mt Ida	P29/2009	7,000	11,000	9,000
Mt Ida	P29/2010	8,000	12,000	10,000
Mt Ida	P29/2011	12,000	18,000	15,000
Mt Ida	P29/2015	1,000	2,000	1,500
Mt Ida	P29/2016	14,000	20,000	17,000
Mt Ida	P29/2017	10,000	14,000	12,000
Mt Ida	P29/2018	15,000	22,000	18,500
Mt Ida	P29/2019	14,000	21,000	17,500
Mt Ida	P29/2020	15,000	21,000	18,000
Mt Ida	P29/2021	15,000	21,000	18,000
Mt Ida	P29/2022	20,000	28,000	24,000
Mt Ida	P29/2023	20,000	28,000	24,000
Mt Ida	P29/2024	20,000	28,000	24,000
Mt Ida	P30/1012	19,000	28,000	23,500
Mt Ida	P30/1013	20,000	28,000	24,000
Mt Ida	P30/1014	20,000	28,000	24,000
Mt Ida	P30/1015	20,000	28,000	24,000
Mt Ida	P30/1016	20,000	28,000	24,000
		1,004,000	1,492,000	1,248,000

MARKET VALUE

In arriving at a fair market value for a particular exploration tenement, I have considered the current market for exploration properties in Australia and overseas. It is considered appropriate to apply a market discount to the technical value of the exploration potential of its tenements.

An allowance has been made for inflation in exploration costs (reflected in an increase of BAC) over that period which are considered to be 50% higher now than in the 1990 – 2000 period. The current market value for gold projects is likely to be slightly depressed and a factor of 80% has been set for Carnegie and 90% for Mt Ida applied to the basic technical value.

Market Value = [Technical Value]*[Market Factor]

CARNEGIE

Prospect Name	Tenement		Market Value
		Low	High	Preferred
Carnegie	E16/0327	2,000	3,000	2,500
Siberia	E16/0252	20,000	32,000	26,000
Siberia	E16/0276	10,000	16,000	13,000
Siberia	E16/0329	10,000	16,000	13,000
Carnegie	E16/0332	50,000	80,000	65,000
Carnegie	E16/0337	8,000	13,000	10,500
Siberia	E16/0343	34,000	54,000	44,000
Siberia	E16/0344	33,000	51,000	42,000
Siberia	E16/0346	6,000	10,000	8,000
Siberia	E16/0347	2,000	3,000	2,500
Carnegie	E16/0355	4,000	6,000	5,000
Carnegie	E16/0400	22,000	35,000	28,500
Siberia	E16/0412	10,000	16,000	13,000
Carnegie	E16/0413	2,000	3,000	2,500
Carnegie	E16/0414	2,000	3,000	2,500
Carnegie	E24/0150	6,000	10,000	8,000
Siberia	E29/0657	4,000	6,000	5,000
Carnegie	E30/0316	2,000	3,000	2,500

Carnegie	E30/0320	22,000	35,000	28,500
Carnegie	E30/0332	2,000	3,000	2,500
Carnegie	E30/0333	26,000	42,000	34,000
Carnegie	E30/0334	4,000	6,000	5,000
Carnegie	E30/0335	138,000	217,000	177,500
Carnegie	E30/0336	142,000	223,000	182,500
Carnegie	E30/0337	142,000	223,000	182,500
Carnegie	E30/0338	136,000	214,000	175,000
Carnegie	P16/2131	1,000	2,000	1,500
Carnegie	P16/2132	2,000	2,000	2,000
Siberia	P16/2183	5,000	7,000	6,000
Siberia	P16/2184	16,000	23,000	19,500
Siberia	P16/2303	6,000	9,000	7,500
Siberia	P16/2500	3,000	5,000	4,000
Siberia	P16/2501	16,000	23,000	19,500
Siberia	P16/2502	16,000	23,000	19,500
Siberia	P16/2503	13,000	18,000	15,500
Siberia	P16/2504	15,000	22,000	18,500
Siberia	P16/2505	10,000	14,000	12,000
Siberia	P16/2506	16,000	23,000	19,500
Siberia	P16/2507	16,000	23,000	19,500
Siberia	P16/2510	4,000	6,000	5,000
Carnegie	P16/2514	2,000	2,000	2,000
Carnegie	P16/2515	15,000	22,000	18,500
Siberia	P16/2518	8,000	11,000	9,500
Siberia	P16/2527	2,000	2,000	2,000
Carnegie	P16/2550	11,000	16,000	13,500
Carnegie	P16/2551	10,000	16,000	13,000
Siberia	P24/3534	1,000	1,000	1,000
Siberia	P24/4177	14,000	21,000	17,500
Siberia	P24/4178	14,000	20,000	17,000
Siberia	P24/4179	16,000	23,000	19,500
Siberia	P24/4180	14,000	19,000	16,500
Siberia	P24/4181	10,000	14,000	12,000
Siberia	P24/4182	11,000	16,000	13,500
Siberia	P24/4183	16,000	23,000	19,500
Siberia	P24/4283	-	-	-
Siberia	P29/2012	6,000	8,000	7,000
Carnegie	P30/1009	2,000	2,000	2,000
Carnegie	P30/1010	4,000	6,000	5,000
Carnegie	P30/1017	3,000	5,000	4,000
Carnegie	P30/1018	2,000	2,000	2,000
Carnegie	P30/1019	4,000	6,000	5,000
Carnegie	P30/1020	3,000	5,000	4,000
Carnegie	P30/1021	16,000	23,000	19,500
Carnegie	P30/1022	10,000	14,000	12,000
Carnegie	P30/1023	-	1,000	500
Carnegie	P30/1024	10,000	14,000	12,000
Carnegie	P30/1025	2,000	2,000	2,000
Carnegie	P30/1026	15,000	22,000	18,500
Carnegie	P30/1027	9,000	13,000	11,000
Carnegie	P30/1028	10,000	14,000	12,000
Carnegie	P30/1029	14,000	20,000	17,000
Carnegie	P30/1030	15,000	22,000	18,500
Carnegie	P30/1031	16,000	22,000	19,000
Carnegie	P30/1032	14,000	21,000	17,500
Carnegie	P30/1033	14,000	22,000	18,000
Carnegie	P30/1034	6,000	9,000	7,500

Carnegie	P30/1035	11,000	16,000	13,500
Carnegie	P30/1036	10,000	14,000	12,000
Carnegie	P30/1038	1,000	2,000	1,500
Carnegie	P30/1039	8,000	11,000	9,500
Carnegie	P30/1040	14,000	19,000	16,500
Carnegie	P30/1041	12,000	17,000	14,500
Carnegie	P30/1042	13,000	18,000	15,500
Carnegie	P30/1043	15,000	22,000	18,500
Carnegie	P30/1044	15,000	22,000	18,500
Carnegie	P30/1045	15,000	22,000	18,500
Carnegie	P30/1046	12,000	18,000	15,000
Carnegie	P30/1047	14,000	22,000	18,000
Carnegie	P30/1048	11,000	16,000	13,500
Carnegie	P30/1049	16,000	23,000	19,500
Carnegie	P30/1051	14,000	20,000	17,000
Carnegie	P30/1052	15,000	22,000	18,500
Carnegie	P30/1053	14,000	21,000	17,500
Carnegie	P30/1054	6,000	9,000	7,500
Carnegie	P30/1055	5,000	7,000	6,000
Carnegie	P30/1056	2,000	3,000	2,500
Carnegie	P30/1057	2,000	2,000	2,000
Carnegie	P30/1058	2,000	2,000	2,000
Carnegie	P30/1059	4,000	6,000	5,000
Carnegie	P30/1060	6,000	8,000	7,000
Carnegie	P30/1064	15,000	22,000	18,500
Carnegie	P30/1065	15,000	22,000	18,500
Carnegie	P30/1066	14,000	20,000	17,000
Carnegie	P30/1067	11,000	16,000	13,500
Carnegie	P30/1068	4,000	6,000	5,000
Carnegie	P30/1069	4,000	6,000	5,000
Carnegie	P30/1074	6,000	8,000	7,000
Carnegie	P30/1075	6,000	8,000	7,000
Carnegie	P30/1086	1,000	1,000	1,000
Carnegie	P30/1087	1,000	2,000	1,500
		1,611,000	2,435,000	2,023,000
MT IDA
Prospect Name	Tenement		Market Value
		Low	High	Preferred
Mt Ida	E29/0561	18,000	29,000	23,500
Mt Ida	E29/0640	140,000	220,000	180,000
Mt Ida	E29/0641	2,000	3,000	2,500
Mt Ida	E29/0642	45,000	70,000	57,500
Mt Ida	E29/0643	2,000	3,000	2,500
Mt Ida	E29/0644	49,000	77,000	63,000
Mt Ida	E29/0647	10,000	16,000	13,000
Mt Ida	E29/0659	2,000	3,000	2,500
Mt Ida	E29/0660	6,000	10,000	8,000
Mt Ida	P29/1912	10,000	15,000	12,500
Mt Ida	P29/1913	12,000	18,000	15,000
Mt Ida	P29/1934	16,000	23,000	19,500
Mt Ida	P29/1935	6,000	9,000	7,500
Mt Ida	P29/1936	14,000	21,000	17,500
Mt Ida	P29/1937	12,000	18,000	15,000
Mt Ida	P29/1938	16,000	22,000	19,000
Mt Ida	P29/1939	13,000	18,000	15,500
Mt Ida	P29/1940	13,000	19,000	16,000
Mt Ida	P29/1941	14,000	22,000	18,000

Mt Ida		P29/1942	14,000	20,000	17,000
Mt Ida		P29/1943	15,000	22,000	18,500
Mt Ida		P29/1944	16,000	22,000	19,000
Mt Ida		P29/1945	15,000	22,000	18,500
Mt Ida		P29/1946	15,000	22,000	18,500
Mt Ida		P29/1947	15,000	22,000	18,500
Mt Ida		P29/1948	15,000	22,000	18,500
Mt Ida		P29/1949	14,000	22,000	18,000
Mt Ida		P29/1950	13,000	19,000	16,000
Mt Ida		P29/1977	6,000	10,000	8,000
Mt Ida		P29/1990	6,000	10,000	8,000
Mt Ida		P29/1991	4,000	6,000	5,000
Mt Ida		P29/1992	3,000	5,000	4,000
Mt Ida		P29/1993	2,000	2,000	2,000
Mt Ida		P29/1994	1,000	2,000	1,500
Mt Ida		P29/1995	1,000	1,000	1,000
Mt Ida		P29/1996	1,000	1,000	1,000
Mt Ida		P29/1997	2,000	2,000	2,000
Mt Ida		P29/1998	2,000	2,000	2,000
Mt Ida		P29/1999	3,000	5,000	4,000
Mt Ida		P29/2000	1,000	2,000	1,500
Mt Ida		P29/2001	4,000	6,000	5,000
Mt Ida		P29/2002	3,000	5,000	4,000
Mt Ida		P29/2003	6,000	8,000	7,000
Mt Ida		P29/2004	2,000	2,000	2,000
Mt Ida		P29/2005	1,000	2,000	1,500
Mt Ida		P29/2006	2,000	2,000	2,000
Mt Ida		P29/2007	2,000	2,000	2,000
Mt Ida		P29/2008	2,000	2,000	2,000
Mt Ida		P29/2009	6,000	9,000	7,500
Mt Ida		P29/2010	6,000	10,000	8,000
Mt Ida		P29/2011	10,000	14,000	12,000
Mt Ida		P29/2015	1,000	2,000	1,500
Mt Ida		P29/2016	11,000	16,000	13,500
Mt Ida		P29/2017	8,000	11,000	9,500
Mt Ida		P29/2018	12,000	18,000	15,000
Mt Ida		P29/2019	11,000	17,000	14,000
Mt Ida		P29/2020	12,000	17,000	14,500
Mt Ida		P29/2021	12,000	17,000	14,500
Mt Ida		P29/2022	16,000	22,000	19,000
Mt Ida		P29/2023	16,000	22,000	19,000
Mt Ida		P29/2024	16,000	22,000	19,000
Mt Ida		P30/1012	15,000	22,000	18,500
Mt Ida		P30/1013	16,000	22,000	19,000
Mt Ida		P30/1014	16,000	22,000	19,000
Mt Ida		P30/1015	16,000	22,000	19,000
Mt Ida		P30/1016	16,000	22,000	19,000
	0	0	803,000	1,194,000	998,500

SUMMARY OF EXPLORATION TENEMENT VALUATIONS

	Technical Value		Market Value
	Carnegie	Mt Ida	Carnegie	Mt Ida
Low	2.01	1.00	1.61	0.80
High	3.05	1.49	2.44	1.19

Preferred

2.53

1.25

2.02

1.00

VALUATION OPINION

In this report, I have systematically established the value of the mineral assets as at 23 November 2011 and based on gold price at the time of the Offer Document in October 2010. Based on an assessment of the factors involved I estimate the value for both project areas is included in the following tables . The preferred value for the Carnegie Project is A$29.5 million and the preferred value for the Mt Ida Project is A$3.5 million.

RESOURCE VALUATION
Project
	Low	High	Preferred
	A$m	A$m	A$m
Carnegie	24.2	30.9	27.5
Mt Ida	2.2	2.8	2.5

EXPLORATION TENEMENT VALUATION
Project
	Low	High	Preferred
	A$m	A$m	A$m
Carnegie	1.61	2.44	2.02
Mt Ida	0.80	1.19	1.00

COMBINED VALUATION
Project	Market Value
	Low	High	Preferred
	A$m	A$m	A$m
Carnegie	25.8	33.3	29.5
Mt Ida	3.0	4.0	3.5

APPENDIX

MINERAL ASSETS VALUATION METHODOLOGY

FAIR MARKET VALUE OF MINERAL ASSETS

Mineral assets include, but are not limited to, mining and exploration tenements held or acquired in connection with the exploration, the development of, and the production from those tenements together with all plant, equipment and infrastructure owned or acquired for the development, extraction and processing of minerals in connection with those tenements.

Mineral assets classification	Mineral assets classification
Exploration areas	Mineralization may or may not have been identified, but where a mineral resource has not been defined.
Advanced exploration areas	Mineral resources have been identified and their extent estimated (possibly incompletely). This includes properties at the early stage of assessment.
Pre-development projects	A positive development decision has not been made. This includes properties where a development decision has been negative, properties on care and maintenance and properties held on retention titles.
Development projects	Committed to production, but which, are not yet commissioned or not initially operating at design levels.
Operating Mines	Mineral properties, particularly mines and processing plants, which have been fully commissioned and are in production.

The fair market value, of a mineral asset is the estimated amount of money or the cash equivalent or some other consideration for which the mineral asset should change hands between a willing buyer and a willing seller in an arm’s length transaction. Each party is assumed to have acted knowledgeably, prudently and without compulsion.

The value of a mineral asset usually consists of two components,

The underlying or Technical Value which is an assessment of a mineral asset’s future net economic benefit under a set of appropriate assumptions, excluding any premium or discount for market, strategic or other considerations.
The Market Component, which is a premium relating to market, strategic or other considerations which, depending on circumstances at the time, can be either positive, negative or zero.

When the technical and market components of value are combined the resulting value is referred to as the market value. A consideration of country risk should also be taken into account for overseas projects.

The value of mineral assets is time and circumstance specific. The asset value and the market premium (or discount) changes, sometimes significantly, as overall market conditions, commodity prices, exchange rates, political and country risk change.

REGULATORY AUTHORITIES

Mineral asset valuations are governed by the VALMIN code and ASIC Practice Note 43 in Australia and by the CIMVAL code, NI43-101 and TSXV Appendix 3G in Canada

THE VALMIN CODE

The four main requirements of the VALMIN Code are

Transparency The report needs to explain how the valuation was done and the assumptions used in calculating the value. The objective is to provide sufficient information that other people can come up with the same answer.

Materiality This means the valuer has to ensure that all important data that could have a significant impact on the valuation is included in the report.

Competence The valuer must be competent at doing valuations. The person needs to be an expert in the particular exploration target being evaluated. Typically the person needs at least 5 years experience in that commodity.

Independence . The valuer must act in a professional manner and not favour the buyer or the seller. In other words the price must be set at a “fair market value”. To achieve independence, the valuer must not receive any special benefit from doing the study.

The decisions as to the valuation methodology or methodologies to be used and the content of the Report are solely the responsibility of the Expert or Specialist whose decisions must not be influenced by the Commissioning Entity. The Expert or Specialist must state the reasons for selecting each methodology used in the Report. Methods chosen must be rational and logical and be based upon reasonable grounds.

The Expert or Specialist should make use of valuation methods suitable to the Mineral or Petroleum Assets or Mineral or Petroleum Securities under consideration. Selection of the appropriate valuation method will depend on, inter alia:

(a) the purpose of the Valuation;

(b) the development status of the Mineral or Petroleum Assets;
(c) the amount and reliability of relevant information;
(d) the risks involved in the venture; and
(e) the relevant market conditions for commodities and/or shares.

The Expert or Specialist should choose, discuss and disclose the selected valuation method(s) appropriate to the Mineral or Petroleum Assets or Mineral or Petroleum Securities under consideration, stating the reasons why the particular valuation method(s) have been selected in relation to those factors set out in Paragraph 39 and to the adequacy of available data. It may also be desirable to discuss why a particular valuation method has not been used. The disclosure should give a sufficient account of the valuation method(s) used so that another Expert could understand the procedure used and assess the Valuation. Should more than one valuation method be used and different valuations result, the Expert or Specialist should comment on the reason(s) for selecting the Value adopted.

Australian Securities and Investment Commission – Regulatory Guides RG111 and RG112

It is not the ASIC’s role or intention to limit the expert’s exercise of skill and judgment in selecting the most appropriate method or methods of valuation. However, it is appropriate for the expert to consider:

(a) the discounted cash flow method;
(b) the amount which an alternative acquirer might be willing to offer if all the securities in the target company were available for purchase;

The ASIC does not suggest that this list is exhaustive or that the expert should use all of the methods of valuation listed above. The expert should justify the choices of valuation method and give a sufficient account of the method used to enable another expert to replicate the procedure and assess the valuation. It may be appropriate for the expert to compare the figures derived by more than one method and to comment on any differences.

The complex valuations in an expert’s report necessarily contain significant uncertainties. Because of this an expert who gives a single point value will usually be implying spurious accuracy to his or her valuation. An expert should, however, give as narrow a range of values as possible. An expert report becomes meaningless if the range of values is too wide. An expert should indicate the most probable point within the range of values if it is feasible to do so.

The expert should carry out sufficient enquiries or examinations to establish reasonable grounds for believing that any profit forecasts, cash flow forecasts and unaudited profit figures that are used in the expert’s report, and have been prepared on a reasonable basis. If there are material variations in method or presentation the expert should adjust for or comment on them in the report.

The expert should discuss the implications to his or her valuation if:

(a) the current market value of the subject of the report is likely to change because of market volatility (for example, boom or depression); or
(b) the current market value differs materially from that derived by the chosen method.

VALUATION METHODOLOGY FOR EXPLORATION TENEMENTS

Valuation of exploration properties is exceptionally subjective. If an economic resource is subsequently identified then a new valuation will be dramatically higher, or alternatively if expenditure of further exploration dollars is unsuccessful then it is likely to decrease the value of the Tenements. There are a number of generally accepted procedures for establishing the value of exploration properties and, where relevant, the use of more than one such method to enable a balanced analysis and a check on the result has been undertaken. The value will always be presented as a range with the preferred value identified. The preferred value need not be the median value, and will be determined by the Independent Expert based on his experience.

The Independent Expert, when determining a value for a mineral asset, must assess a range of technical issues prior to selection of a valuation methodology. Often this will require seeking advice from a specialist in specific areas. The key issues are:

geological setting and style of mineralization
level of knowledge of the geometry of mineralization in the district
mining history, including mining methods
location and accessibility of infrastructure
milling and metallurgical characteristics of the mineralization
results of exploration including geological mapping, costeaning and drilling of interpretation of geochemical anomalies
parameters used to identify geophysical and remote sensing data anomalies
location and style of mineralization identified on adjacent properties
appropriate geological models

In addition to these technical issues the Independent Expert needs to make a judgement about the market demand for the type of property, commodity markets, financial markets and stock markets. The technical value of a property should not be adjusted by a “market factor” unless there is a marked discrepancy between the technical value and the market value. When this is done the factor should be clearly identified.

Where there are identified reserves it is appropriate to use financial analysis methods to estimate the net present value (NPV) of the properties. This technique has deficiencies which include assessment of only a very narrow area of risk, namely the time value of money given the real discount rate, and the underlying assumption that a static approach is applicable to investment decision making, which is clearly not the case.

When assessing value of exploration properties with no identified mineral resources or only inferred resources it is inappropriate to prepare any form of financial analysis to determine the net present value. The valuation of exploration tenements or licences, particularly those without identified resources, is highly subjective and a number of methods are appropriate to give a guide as discussed below.

All of these valuation methods are relatively independent of the location of the mineral property. Consequently the valuer will make allowance for access to infrastructure etc when choosing a preferred value. It is observed that the Prospectivity Exploration Multiplier (PEM) is heavily based on the expenditure, while the Kilburn Geoscience Rating (Kilburn) is more heavily based on opinions of the prospectivity hence tenements can have marked variation in value between the methods. If the Kilburn assessment is high and the PEM is low it indicates effective well focussed exploration, if the Kilburn is low and the PEM high it suggests that the tenement is considered to have lower prospectivity.

PROSPECTIVITY ENHANCEMENT MULTIPLIER (PEM) OR MULTIPLE OF EXPLORATION EXPENDITURE (MEE)

Past expenditure on a tenement and/or future committed exploration expenditure can establish a base value from which the effectiveness of exploration can be assessed. Where exploration has produced documented results a PEM can be derived which takes into account the valuer’s judgment of the prospectivity of the tenement and the value of the database. Future committed exploration expenditure is discounted to 60% by some valuers to reflect the uncertainty of results and the possible variations in exploration programmes caused by future undefined events. Expenditure estimates for tenements under application are often discounted to 60% of the estimated value by some valuers to reflect uncertainty in the future granting of the tenement. The PEM Factors are defined in the following table.

PEM Factors Used in this valuation method

PEM Range	Criteria
0.2 – 0.5	Exploration (past and present) has downgraded the tenement prospectivity, no mineralization identified
0.5 – 1.0	Exploration potential has been maintained (rather than enhanced) by past and present activity from regional mapping
1.0 – 1.3	Exploration has maintained, or slightly enhanced (but not downgraded) the prospectivity
1.3 – 1.5	Exploration has considerably increased the prospectivity (geological mapping, geochemical or geophysical)
1.5 – 2.0	Scout Drilling has identified interesting intersections of mineralization
2.0 – 2.5	Detailed Drilling has defined targets with potential economic interest.
2.5 – 3.0	A resource has been defined at Inferred Resource Status, no feasibility study has been completed
3.0 – 4.0	Indicated Resources have been identified that are likely to form the basis of a prefeasibility study
4.0 – 5.0	Indicated and Measured Resources have been identified and economic parameters are available for assessment.

KILBURN GEOSCIENCE RATING METHOD

Valuation is based on a calculation in which the geological prospectivity, commodity markets, financial markets, stock markets and mineral property markets are assessed independently. The Kilburn method is essentially a technique to define a value based on geological prospectivity. The method appraises a variety of mineral property characteristics:

location with respect to any off-property mineral occurrence of value, or favourable geological, geochemical or geophysical anomalies;
location and nature of any mineralization, geochemical, geological or geophysical anomaly within the property and the tenor of any mineralization known to exist on the property being valued;
number and relative position of anomalies on the property being valued;
geological models appropriate to the property being valued.

The Kilburn Method systematically assesses and grades these four key technical attributes of a tenement to arrive at a series of multiplier factors. The Basic Acquisition Cost (BAC) is the important input to the Kilburn Method and it is calculated by summing the application fees, annual rent, work required to facilitate granting (e.g. native title, environment etc) and statutory expenditure for a period of 12 months. This has been estimated at $525 to $575 per square kilometre for Exploration Licences in Western Australia for the current period. This is considered to have increased by 50% over costs in the 1990 – 2000 period. Equity and grant status are also taken into account. Each factor then multiplied serially to the BAC to establish the overall technical value of each mineral property.

Tenement Type	Expenditure per square kilometre (BAC) in 2010
Exploration License and equivalents	$525to$575
ProspectingLicense and equivalents	$4,500to$4,700
MiningLease and equivalents	$14,250to$14,750

The multipliers or ratings and the criteria for rating selection across these 6 factors are summarised in the following table.

KILBURN GEOSCIENTIFIC RATING CRITERIA - MODIFIED

			Mineralization - On
	Rating	Address - Off Property	Property	Anomalies	Geology
	0		No possibility of mineralization in this environment
Low	0.5	Very little chance of mineralization, Concept unsuitable to environment	Very little chance of mineralization, Concept unsuitable to environment	Extensive previous exploration with poor results - no encouragement	Generally Unfavourable lithology
	0.75	No known Mineralization, Concept feasible	No known Mineralization, Concept feasible	Extensive previous exploration with good results - encouraging outlook	Generally Unfavourable lithology with structures
Average	1	Indications of Prospectivity, Concept validated	Indications of Prospectivity, Concept validated	Extensive previous exploration with encouraging results - regional targets	Deep alluvium Covered Generally favourable geology
	1.25	Exploratory sampling with encouragement, Concept validated	Prospective ground mapped, Concept validated	Single early stage targets outlined from geochemistry and geophysics
	1.5	RAB Drilling with some scattered results	Exploratory sampling with encouragement, Concept validated	Several early stage targets outlined from geochemistry and geophysics	Shallow alluvium Covered Generally favourable geology (50-60%)
	1.75	RAB &/or RC Drilling with encouraging intercepts reported	RAB Drilling with some scattered results	Several broad targets outlined with some drilling	Exposed favourable lithology (50-60%)
	2	Significant RC drilling leading to advance project status	RAB &/or RC Drilling with encouraging intercepts reported	Several well defined surface targets with some RAB drilling	Exposed favourable lithology (60-70%)
	2.25	Diamond Driing after RC with encouragement	Significant RC drilling leading to advance project status	Several well defined surface targets with some RAB & RC drilling	Exposed favourable lithology (70-80%)
	2.5	Grid drilling with encouraging results on adjacent sections	Diamond Driing after RC with encouragement	Several well defined surface targets with encouraging drilling results	Strongly favourable lithology (70-80%)
				Several well defined
	2.75	Advanced Resource definition drilling - early stage	Grid drilling with encouraging results on adjacent sections	surface targets with encouraging drilling results on adjacent	Strongly favourable lithology (80-90%)
				sections
High	3	Resource areas identified	Advanced Resource definition drilling - early stage	Several significant subeconomic targets - no indication of volume	Highly prospective geology (90 - 100%)
	3.5	Along strike or adjacent to known mineralization at Pre Feasibility Stage	Resource areas identified	Subeconomic targets of possible significant volume - earlystage

				drilling
	4	Along strike or adjacent to Resources at Definitive Feasibility Stage	Along strike or adjacent to known mineralization at Pre Feasibility Stage	Marginal economic targets of significant volume - advanced drilling
	4.5	Along strike or adjacent to Development Stage Project	Along strike or adjacent to Resources at Definitive Feasibility Stage	Marginal economic targets of significant volume - well drilled at Inferred Resource srage
Very High	5	Along strike or adjacent to Operating Mine	Along strike or adjacent to Development Stage Project	Several significant ore grade correlatable intersections with estimated resources

VALUATION OF RESOURCES BY COMPARABLE TRANSACTIONS

If a property in the recent past was the subject of an arms-length transaction, for either cash or shares (i.e. from a company whose principal asset was the mineral property) then this forms the most realistic starting point, provided that the deal is still relevant in today’s market. Complicating matters is the knowledge that properties rarely change hands for cash, except for liquidation purposes, estate sales, or as raw exploration property when sold by an individual prospector, or entrepreneur.

Any underlying royalty or net profits interests or rights held by the original vendor of the claims should be deducted from the resultant property value before determination of the company’s interest. Also, reductions in value should be made where environmental, legal or political sensitivities could seriously retard the development of exploration properties.

It should be noted again that exploration is cyclical, and in periods of low metal prices there is often no market, or a market at very low prices, for ordinary exploration acreage (inventory property) unless it is combined with a significant mineral deposit, or with other incentives.

Truly Comparable Transactions are rare for early stage properties without defined drill targets. This is natural in a recession, as companies focus on brownfields exploration. Inflated prices paid for property in fashionable areas should not be discounted because they reflect the true market value of a property at the transaction date. If however, the market sentiment is not so buoyant then adjustments must be made.

When only a resource or defined body of mineralisation has been outlined and its economic viability has still to be established (i.e. there is no ore reserve) then a Comparable Transactions approach is usually applied, often stated as a percent of metal value.

With gold projects the method requires allocating a dollar value to resource ounces of gold in the ground. This may also apply to well established zones of mineralisation which have not formally been categorised under the JORC code. An additional risk weighting may be appropriate in these circumstances.

The dollar value must take into account a number of aspects of the resources including:

The confidence in the resource estimation (the JORC Category).
The quality of the resource (grade and recovery characteristics)
Possible extensions of the resource in adjacent areas
Exploration potential for other mineralisation within the tenements
Presence and condition of a treatment plant within the project
Proximity of toll treatment facilities, infrastructure, development and capital expenditure aspects

A similar approach can be taken with other metals including uranium or base metals sold on the spot market and benchmarks are similar to gold properties. Value is estimated as a percentage of contained value once appropriate discounts for uncertainty relating to resource categorisation are taken into account.

The AAC for gold projects lies in the range of 2% to 5%. The data set does not differentiate between resource categories and it is implicit that this has been taken into account with risk related discounts. Information on sales internationally has shown a pattern for ‘Apparent Acquisition Cost’ (AAC) as shown in the following table.

Dollar per Ounce for International Gold Sales (AUD)

		AAC Percentiles
Percentile	10%	25%	50%	75%	90%
AAC	2.20%	2.63%	3.00%	3.35%	3.89%

VALUATION REFERENCES

AusIMM, (2004), “Australasian Code for Reporting of Mineral Resources and Ore Reserves (JORC Code), prepared by the Joint Ore Reserves Committee (JORC) of the AusIMM, the Australian Institute of Geoscientists (AIG) and the Minerals Council of Australia (MCA)”, (The JORC Code) effective December 2004.

AusIMM. (2005), “Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (the VALMIN Code)” 2005 Edition

AusIMM, (1998), “Valmin 94 – Mineral Valuation Methodologies”

Barnett, D W and Sorentino, C, 1994. Discounted cash flow methods and the capital asset pricing model, in Proceedings Mineral Valuation Methodologies 1994 (VALMIN ‘94) pp 17-35 (The Australasian Institute of Mining and Metallurgy: Melbourne).

CANADIAN INSTITUTE OF MINING, METALLURGY AND PETROLEUM, (2000), “CIM Standards on Mineral Resources and Reserves-Definitions and Guidelines”. Prepared by the CIM Standing Committee On Reserve Definitions. Adopted by CIM Council August 20, 2000.

CIM, (April 2001), “CIM Special Committee on Valuation of Mineral Properties (CIMVAL)” Discussion paper

CIM, (2003) – “Standards and Guidelines for Valuation of Mineral Properties. Final Version, February 2003” Special Committee of the Canadian Institute of Mining, Metallurgy and Petroleum on Valuation of Mineral Properties (CIMVAL)

Goulevitch J and Eupene G S; 1994; Geoscience rating for valuation of exploration properties – applicability of the Kilburn Method in Australia and examples of its use; Proceedings of VALMIN 94; pages 175 to 189; The Australasian Institute of Mining and Metallurgy, Carlton, Australia.

Kilburn, LC, 1990, “Valuation of Mineral Properties which do not contain Exploitable Reserves” CIM Bulletin, August 1990.

McKibben J A J., Snowden P A. July 2007. Updated independent valuation of the mineral assets of Territory Resources Ltd. www.territoryresources.com.au

Lawrence, M.J, 2007. Valuation methodology for Iron Ore Mineral Properties – thoughts of an Old Valuer: Iron ore Conference, Perth WA, 20 – 22 August 2007

Rudenno, (1998), “The Mining Valuation Handbook”

ANNEXURE A – SCHEDULE OF TENEMENTS

TENEMENT	Holders (100% unless otherwise stated)	Grant Date	Expiry Date	Area	Unit	ANNUAL RENT	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS
E16/0252	Leviathan Resources Ltd	28-Mar-02	27-Mar-12	10	Blks	$4,535.00	$70,000.00
E16/0276	Siberia Mining Corporation Pty Ltd	02-May-08	01-May-13	5	Blks	$882.50	$20,000.00
E16/0327	Swan Gold Mining Ltd	11-Oct-06	10-Oct-12	1	Blks	$239.50	$10,000.00
E16/0332	Carnegie Gold Pty Ltd	28-May-07	27-May-12	25	Blks	$5,987.50	$37,500.00
E16/0337	Carnegie Gold PtyLtd	09-Apr-08	08-Apr-13	4	Blks	$706.00	$20,000.00	Nil
E16/0343	Leviathan Resources Ltd	26-Mar-08	25-Mar-13	17	Blks	$3,000.50	$30,000.00
E16/0344	Siberia Mining Corporation Pty Ltd	29-Apr-08	28-Apr-13	16	Blks	$2,824.00	$30,000.00

E16/0346	Siberia Mining Corporation Pty Ltd	12-Mar-08	11-Mar-13	3	Blks	$529.50	$20,000.00
E16/0347	Siberia Mining Corporation Pty Ltd	12-Mar-08	11-Mar-13	1	Blks	$273.00	$10,000.00
E16/0355	Carnegie Gold Pty Ltd	12-Nov-08	11-Nov-13	2	Blks	$353.00	$20,000.00
E16/0400	Carnegie Gold PtyLtd	06-Jul-11	05-Jul-16	11	Blks	$1,248.50	$20,000.00	Nil
E16/0412	Siberia MiningCorporation Pty	06-Jul-11	05-Jul-16	5	Blks	567.50 $	$15,000.00	Nil
E16/0413	Carnegie Gold PtyLtd	18-Aug-11	17-Aug-16	1	Blks	273.00 $	$10,000.00	Nil
E16/0414	Carnegie Gold PtyLtd	18-Aug-11	17-Aug-16	1	Blks	273.00 $	$10,000.00	Nil
E24/0150	Carnegie Gold Pty Ltd	05-Jun-07	04-Jun-12	3	Blks	$718.50	$20,000.00
E29/0561	International Petroleum Ltd	09-Sep-08	08-Sep-13	9	Blks	$1,588.50	$30,000.00	Nil
E29/0640	International Petroleum Ltd	24 Jun 08 - -	23 Jun 13 - -	69	Blks	$12 178 50 , .	$103 500 00 , .	Nil
E29/0641	International Petroleum Ltd	24-Jun-08	23-Jun-13	1	Blks	$273.00	$10,000.00	Nil
E29/0642	International Petroleum Ltd	23-Sep-08	22-Sep-13	22	Blks	$3,883.00	$33,000.00	Nil
E29/0643	International Petroleum Ltd (85%), Silvertree Nominees PtyLtd(15%),	23-Sep-08	22-Sep-13	1	Blks	$273.00	$10,000.00	Nil
E29/0644	International Petroleum Ltd (85%), Silvertree Nominees PtyLtd(15%),	23-Sep-08	22-Sep-13	24	Blks	$4,236.00	$36,000.00	Nil
E29/0647	International Petroleum Ltd	17-Nov-09	16-Nov-14	5	Blks	$567.50	$15,000.00	Nil
E29/0657	Siberia Mining Corporation Pty Ltd	21-Sep-09	20-Sep-14	2	Blks	$353.00	$15,000.00
E29/0659	International Petroleum Ltd	11-Sep-08	10-Sep-13	1	Blk	$273.00	$10,000.00	Nil
E29/0660	International Petroleum Ltd	10-Jul-08	09-Jul-13	3	Blks	$529.50	$20,000.00	Nil
E30/0316	Swan Gold MiningLtd	11-Oct-06	10-Oct-11	1	Blks	$273.00	$15,000.00	Extension / Renewal of Term 382968

E30/0320	Carnegie Gold Pty Ltd	20-May-08	19-May-13	11	Blks	$1,941.50	$30,000.00
E30/0332	Barra Resources Ltd	02-Sep-08	01-Sep-13	1	Blks	$273.00	$10,000.00
E30/0333	Barra Resources Ltd	02-Sep-08	01-Sep-13	13	Blks	$2,294.50	$30,000.00
E30/0334	Carnegie Gold PtyLtd	21-Apr-08	20-Apr-13	2	Blks	$353.00	$20,000.00	Nil
E30/0335	Carnegie Gold Pty Ltd	19-Dec-08	18-Dec-13	68	Blks	$12,002.00	$68,000.00
E30/0336	Carnegie Gold Pty Ltd	02-Jul-08	01-Jul-13	70	Blks	$12,355.00	$105,000.00
E30/0337	Carnegie Gold Pty Ltd	22-Sep-08	21-Sep-13	70	Blks	$12,355.00	$105,000.00

E30/0338	Carnegie Gold Pty Ltd	20-May-08	19-May-13	67	Blks	$11,825.50	$100,500.00
L15/0223	Siberia MiningCorporation PtyLtd	10-Jan-00	09-Jan-21	20	HA	$266.00	n/a	12,000 $	Nil
L15/0224	Siberia MiningCorporation PtyLtd	10-Jan-00	09-Jan-21	163	HA	$2,167.90	n/a		Nil
L16/0058	Siberia MiningCorporation PtyLtd	13-Dec-99	12-Dec-20	115	HA	$1,529.50	n/a	66,000 $	Nil
L16/0062	Siberia MiningCorporation PtyLtd	13-Dec-99	12-Dec-20	43	HA	$571.90	n/a	66,000 $	Nil
L16/0068	Siberia MiningCorporation PtyLtd	25-Sep-09	24-Sep-30	13	HA	$172.90	n/a		Nil
L16/0072	Carnegie Gold PtyLtd	13-Jun-02	12-Jun-23	8	HA	$106.40	n/a		Nil
L16/0073	Carnegie Gold PtyLtd	13-Jun-02	12-Jun-23	7	HA	$93.10	n/a		Nil
L16/0077	Ida Gold Operations PtyLtd	28-Mar-06	27-Mar-27	296	HA	$3,936.80	n/a		Nil
L24/0085	Siberia MiningCorporation PtyLtd	27-Oct-87	26-Oct-12	12	HA	$159.60	n/a		Nil
L24/0098	Siberia MiningCorporation PtyLtd	07-Apr-88	06-Apr-13	1	HA	$13.30	n/a		Nil
L24/0099	Siberia MiningCorporation PtyLtd	07-Apr-88	06-Apr-13	1	HA	$13.30	n/a		Nil
L24/0100	Siberia MiningCorporation PtyLtd	07-Apr-88	06-Apr-13	4	HA	$53.20	n/a		Nil
L24/0101	Carnegie Gold PtyLtd	29-Aug-08	28-Aug-13	1	HA	$13.30	n/a		Nil
L24/0107	Siberia MiningCorporation PtyLtd	11-Apr-89	10-Apr-14	1	HA	$13.30	n/a		Nil
L24/0115	Siberia MiningCorporation PtyLtd	25-Oct-88	24-Oct-13	2	HA	$26.60	n/a		Nil
L24/0123	Siberia MiningCorporation PtyLtd	01-Aug-89	31-Jul-14	4	HA	$53.20	n/a		Nil
L24/0124	Siberia MiningCorporation PtyLtd	01-Aug-89	31-Jul-14	1	HA	$13.30	n/a		Nil
L24/0127	Siberia MiningCorporation PtyLtd	27-Sep-89	26-Sep-14	1	HA	$13.30	n/a		Nil
L24/0128	Siberia MiningCorporation PtyLtd	27-Sep-89	26-Sep-14	2	HA	$26.60	n/a		Nil
L24/0170	Carnegie Gold PtyLtd	14-May-97	13-May-12	198	HA	$2,633.40	n/a		Nil
L24/0174	Carnegie Gold PtyLtd	22-Dec-97	21-Dec-12	99	HA	$1,316.70	n/a		Nil
L24/0188	Siberia MiningCorporation PtyLtd	04-Nov-04	03-Nov-25	48	HA	$638.40	n/a		Nil
L24/0189	Siberia MiningCorporation PtyLtd	01-Mar-06	28-Feb-27	4	HA	$53.20	n/a		Nil
L29/0034	Carnegie Gold PtyLtd	07-Apr-08	06-Apr-13	3	HA	$39.90	n/a		Nil
L29/0038	Carnegie Gold PtyLtd	11-Apr-89	10-Apr-14	2	HA	$26.60	n/a		Nil
L29/0040	Carnegie Gold PtyLtd	06-Apr-89	05-Apr-14	1	HA	$13.30	n/a		Nil
L29/0071	International Petroleum Ltd	14-Oct-04	13-Oct-25	15	HA	212..80	n/a		Nil
L29/0072	International Petroleum Ltd	14-Oct-04	13-Oct-25	53	HA	$704.90	n/a		Nil
L29/0074	Mt Ida Gold PtyLtd	04-Sep-08	03-Sep-29	90	HA	$1,197.00	n/a		Nil
L30/0009	Carnegie Gold PtyLtd	27-Oct-87	26-Oct-12	49	HA	$651.70	n/a		Nil
L30/0019	Carnegie Gold PtyLtd	25-Oct-88	24-Oct-13	7	HA	$93.10	n/a		Nil
L30/0021	Carnegie Gold PtyLtd	22-Feb-89	21-Feb-14	7	HA	$93.10	n/a		Nil
L30/0023	Carnegie Gold PtyLtd	29-Aug-88	28-Aug-13	1	HA	$13.30	n/a		Nil
L30/0035	Carnegie Gold PtyLtd	06-Nov-92	05-Nov-12	42	HA	$558.60	n/a		Nil
L30/0036	Carnegie Gold PtyLtd	24-Apr-96	23-Apr-16	14	HA	$186.20	n/a		Nil
L30/0037	Carnegie Gold PtyLtd	14-May-97	13-May-12	11	HA	$146.30	n/a		Nil
L30/0038	Carnegie Gold PtyLtd	08-Jan-98	07-Jan-13	147	HA	$1,955.10	n/a		Nil
L30/0041	Carnegie Gold PtyLtd	07-Nov-02	06-Nov-23	21	HA	$279.30	n/a		Nil
L30/0043	Carnegie Gold PtyLtd	19-Mar-02	18-Mar-23	5	HA	$66.50	n/a		Nil
M16/0220	Carnegie Gold Pty Ltd	27-Mar-01	26-Mar-22	386	HA	$5,790.00	$38,600.00	52,000 $
M16/0262	Siberia Mining Corporation Pty Ltd	12-Mar-99	11-Mar-20	990	HA	$14,850.00	$99,000.00	29,000 $

M16/0263	Siberia Mining Corporation Pty Ltd	12-Mar-99	11-Mar-20	1000	HA	$15,000.00	$100,000.00	9,000 $
M16/0264	Siberia Mining Corporation Pty Ltd	12-Mar-99	11-Mar-20	991	HA	$14,865.00	$99,100.00	10,000 $
M16/0268	Carnegie Gold Pty Ltd	10-Aug-01	09-Aug-22	373	HA	$5,595.00	$37,300.00	68,000 $
M16/0470	Carnegie Gold PtyLtd	09-Dec-03	08-Dec-24	577	HA	$8,655.00	$57,700.00	32,000 $	Nil
M24/0039	Robert Charles GARDNER	16-Jan-85	15-Jan-27	746	HA	$11,190.00	$74,600.00	5,000 $
M24/0051	Siberia Mining Corporation Pty Ltd	05-Oct-84	04-Oct-26	92	HA	$1,380.00	$10,000.00	$5,000

M24/0115	Siberia Mining Corporation Pty Ltd	11-Jun-87	10-Jun-29	188	HA	$2,820.00	$18,800.00
M24/0159	Siberia Mining Corporation Pty Ltd	09-Feb-88	08-Feb-30	400	HA	$6,000.00	$40,000.00
M24/0208	Siberia Mining Corporation Pty Ltd	18-May-88	17-May-30	417	HA	$6,255.00	$41,700.00	5,000 $
M24/0290	Siberia MiningCorporation PtyLtd	15-Jun-89	14-Jun-31	791	HA	$11,865.00	$79,100.00	620,000 $	Nil
M24/0352	Siberia MiningCorporation PtyLtd	13-Jun-90	12-Jun-32	427	HA	$6,405.00	$42,700.00	281,000 $	Nil
M24/0376	Siberia Mining Corporation Pty Ltd	19-Feb-91	18-Feb-12	320	HA	$4,800.00	$32,000.00	17,000 $
M24/0377	Siberia Mining Corporation Pty Ltd	09-Jan-91	08-Jan-12	143	HA	$2,145.00	$14,300.00
M24/0427	Siberia Mining Corporation Pty Ltd	14-Dec-93	13-Dec-14	5	HA	$75.00	$5,000.00	5,000 $
M24/0633	Siberia MiningCorporation PtyLtd	20-Apr-04	19-Apr-25	43	HA	$645.00	$10,000.00		Nil
M24/0754	Siberia MiningCorporation PtyLtd	11-Jan-99	10-Jan-20	5	HA	$75.00	$5,000.00		Nil
M24/0755	Siberia Mining Corporation Pty Ltd	28-Nov-07	27-Nov-28	164	HA	$2,460.00	$16,400.00

M24/0845	Siberia Mining Corporation Pty Ltd	25-Mar-04	24-Mar-25	897	HA	$13,455.00	$89,700.00
M24/0846	Siberia Mining Corporation Pty Ltd	25-Mar-04	24-Mar-25	607	HA	$9,105.00	$60,700.00
M24/0847	Siberia Mining Corporation Pty Ltd	25-Mar-04	24-Mar-25	812	HA	$12,180.00	$81,200.00
M24/0848	Siberia Mining Corporation Pty Ltd	25-Mar-04	24-Mar-25	789	HA	$11,835.00	$78,900.00
M24/0862	Neil Edward NEWMAN	03-Sep-07	02-Sep-28	114	HA	$1,710.00	$11,400.00
M29/0002	International Petroleum Ltd	22-Dec-82	21-Dec-24	383	HA	$5,745.00	$38,300.00	136,000 $

M29/0165	Cape Lambert Iron Ore Ltd (95%), Stuart Leslie HOOPER (5%),	21-Dec-94	20-Dec-15	160	HA	$2,400.00	$16,000.00
M30/0001	Carnegie Gold Pty Ltd	09-May-84	08-May-26	8	HA	$120.00	$10,000.00	9,000 $
M30/0005	Carnegie Gold PtyLtd	22-Oct-85	21-Oct-27	660	HA	$9,900.00	$66,000.00	192,000 $	Nil
M30/0007	Carnegie Gold Pty Ltd	27-Jun-84	26-Jun-26	473	HA	$7,095.00	$47,300.00	123,000 $
M30/0016	Barra Resources Ltd	16-Dec-86	15-Dec-28	1	HA	$15.00	$5,000.00		Nil
M30/0021	Carnegie Gold Pty Ltd	17-Mar-86	16-Mar-28	66	HA	$990.00	$10,000.00
M30/0034	Carnegie Gold Pty Ltd	12-Jun-87	11-Jun-29	197	HA	$2,955.00	$19,700.00	186,000 $

M30/0039	Carnegie Gold Pty Ltd	18-May-88	17-May-30	335	HA	$5,025.00	$33,500.00
M30/0042	Carnegie Gold PtyLtd	02-Dec-87	01-Dec-29	50	HA	$750.00	$10,000.00	200,000 $	Nil
M30/0043	Barra Resources Ltd	03-Nov-87	02-Nov-29	136	HA	$2,055.00	$13,700.00
M30/0044	Carnegie Gold PtyLtd	30-Oct-87	29-Oct-29	8	HA	$120.00	$10,000.00		Nil
M30/0048	Carnegie Gold Pty Ltd	18-May-88	17-May-30	950	HA	$14,250.00	$95,000.00	71,000 $
M30/0059	Carnegie Gold Pty Ltd	29-Mar-88	28-Mar-30	107	HA	$1,605.00	$10,700.00	22,000 $
M30/0060	Barra Resources Ltd	22-Jan-88	21-Jan-30	135	HA	$2,025.00	$13,500.00	32,000 $
M30/0063	Carnegie Gold Pty Ltd	22-Apr-88	21-Apr-30	731	HA	$10,965.00	$73,100.00	290,000 $
M30/0072	Carnegie Gold PtyLtd	04-Nov-88	03-Nov-30	960	HA	$14,400.00	$96,000.00	263,000 $	Nil
M30/0073	Carnegie Gold PtyLtd	04-Nov-88	03-Nov-30	872	HA	$13,080.00	$87,200.00	805,000 $	Nil
M30/0074	Carnegie Gold PtyLtd	04-Nov-88	03-Nov-30	360	HA	$5,400.00	$36,000.00	203,000 $	Nil

M30/0075	Carnegie Gold Pty Ltd	08-Sep-88	07-Sep-30	315	HA	$4,725.00	$31,500.00	220,000 $
M30/0080	Carnegie Gold PtyLtd	04-Nov-88	03-Nov-30	286	HA	$4,290.00	$28,600.00		Nil
M30/0084	Barra Resources Ltd	12-Jan-89	11-Jan-31	101	HA	$1,515.00	$10,100.00	99,000 $
M30/0091	Barra Resources Ltd	16-Mar-90	15-Mar-32	7	HA	$105.00	$10,000.00	5,000 $
M30/0097	Barra Resources Ltd	03-Aug-90	02-Aug-32	9	HA	$135.00	$10,000.00
M30/0098	Barra Resources Ltd	15-Nov-90	14-Nov-11	28	HA	$420.00	$10,000.00	10,000 $

M30/0099	Barra Resources Ltd	27-Dec-90	26-Dec-11	389	HA	$5,835.00	$38,900.00	34,160 $
M30/0100	Carnegie Gold Pty Ltd	01-Aug-91	31-Jul-12	38	HA	$570.00	$10,000.00	33,000 $
M30/0102	Carnegie Gold PtyLtd	11-Dec-92	10-Dec-13	116	HA	$1,740.00	$11,600.00	31,000 $	Nil
M30/0103	Carnegie Gold PtyLtd	27-Jan-93	26-Jan-14	220	HA	$3,300.00	$22,000.00	134,000 $	Nil
M30/0106	Carnegie Gold PtyLtd	25-Oct-93	24-Oct-14	551	HA	$8,265.00	$55,100.00		Nil
M30/0107	Carnegie Gold PtyLtd	25-Oct-93	24-Oct-14	773	HA	$11,595.00	$77,300.00		Nil
M30/0108	Carnegie Gold PtyLtd	12-Oct-93	11-Oct-14	299	HA	$4,485.00	$29,900.00	661,000 $	Nil
M30/0109	Carnegie Gold PtyLtd	01-Nov-93	31-Oct-14	795	HA	$11,925.00	$79,500.00	16,500 $	Nil
M30/0111	Carnegie Gold Pty Ltd	22-Feb-94	21-Feb-15	540	HA	$8,100.00	$54,000.00
M30/0122	Carnegie Gold PtyLtd	29-Sep-04	28-Sep-25	1000	HA	$15,000.00	$100,000.00	10,000 $	Nil
M30/0123	Carnegie Gold PtyLtd	29-Sep-04	28-Sep-25	1000	HA	$15,000.00	$100,000.00	13,000 $	Nil
M30/0126	Carnegie Gold PtyLtd	13-Oct-09	12-Oct-30	326	HA	$4,890.00	$32,600.00		Nil
M30/0127	Barra Resources Ltd	12-Jun-07	11-Jun-28	190	HA	$2,865.00	$19,100.00
M30/0129	Carnegie Gold PtyLtd	28-Nov-07	27-Nov-28	1	HA	$15.00	$5,000.00		Nil
M30/0131	Carnegie Gold PtyLtd	04-Dec-96	03-Dec-17	10	HA	$150.00	$10,000.00	85,000 $	Nil
M30/0132	Carnegie Gold PtyLtd	04-Dec-96	03-Dec-17	10	HA	$150.00	$10,000.00		Nil
M30/0133	Barra Resources Ltd	09-Jul-99	08-Jul-20	10	HA	$150.00	$10,000.00
M30/0135	Carnegie Gold PtyLtd	06-Nov-07	05-Nov-28	5	HA	$75.00	$5,000.00		Nil

M30/0137	Carnegie Gold Pty Ltd	18-Mar-98	17-Mar-19	2	HA	$30.00	$5,000.00
M30/0148	Carnegie Gold PtyLtd	17-Nov-99	16-Nov-20	10	HA	$150.00	$10,000.00	14,000 $	Nil
M30/0150	Carnegie Gold Pty Ltd	04-Apr-01	03-Apr-22	9	HA	$135.00	$10,000.00	10,000 $
M30/0157	Barra Resources Ltd	19-Dec-02	18-Dec-23	615	HA	$9,225.00	$61,459.00
M30/0159	Carnegie Gold Pty Ltd	26-Nov-01	25-Nov-22	927	HA	$13,905.00	$92,700.00
M30/0178	Barra Resources Ltd	18-Dec-02	17-Dec-23	976	HA	$14,640.00	$97,600.00	156,000 $
M30/0182	Barra Resources Ltd	27-Jun-03	26-Jun-24	926	HA	$13,890.00	$92,600.00
M30/0187	Davyhurst Gold Pty Ltd	02-Oct-02	01-Oct-23	996	HA	$14,940.00	$99,600.00	22,000 $
P16/2131	Carnegie Gold PtyLtd	27-Oct-05	26-Oct-09	12	HA	$26.40	$2,000.00		Nil
P16/2132	Carnegie Gold PtyLtd	27-Oct-05	26-Oct-09	17	HA	$37.40	$2,000.00		Nil
P16/2183	Siberia Mining Corporation Pty Ltd	29-Sep-09	28-Sep-13	65	HA	$143.00	$2,600.00		Forfeiture asper P16/2184

P16/2184	Siberia Mining Corporation Pty Ltd	29-Sep-09	28-Sep-13	200	HA	$440.00	$8,000.00
P16/2303	Siberia MiningCorporation PtyLtd	15-Feb-08	14-Feb-12	78	HA	$171.60	$3,120.00	Nil
P16/2500	Ida Gold PtyLtd	15-Apr-08	14-Apr-12	42	HA	$92.40	$2,000.00	Nil
P16/2501	Ida Gold PtyLtd	15-Apr-08	14-Apr-12	200	HA	$440.00	$8,000.00	Nil
P16/2502	Ida Gold PtyLtd	15-Apr-08	14-Apr-12	200	HA	$440.00	$8,000.00	Nil
P16/2503	Ida Gold PtyLtd	15-Apr-08	14-Apr-12	160	HA	$352.00	$6,400.00	Nil
P16/2504	Ida Gold PtyLtd	15-Apr-08	14-Apr-12	195	HA	$429.00	$7,800.00	Nil
P16/2505	Ida Gold PtyLtd	15-Apr-08	14-Apr-12	124	HA	$272.80	$4,960.00	Nil
P16/2506	Ida Gold PtyLtd	15-Apr-08	14-Apr-12	200	HA	$440.00	$8,000.00	Nil
P16/2507	Ida Gold PtyLtd	15-Apr-08	14-Apr-12	200	HA	$440.00	$8,000.00	Nil
P16/2510	Siberia Mining Corporation Pty Ltd	16-Jul-09	15-Jul-13	55	HA	$121.00	$2,200.00
P16/2514	Carnegie Gold PtyLtd	19-Dec-08	18-Dec-12	24	HA	$52.80	$2,000.00	Nil
P16/2515	Carnegie Gold PtyLtd	07-Apr-09	06-Apr-13	189	HA	$415.80	$7,560.00	Nil
P16/2518	Siberia Mining Corporation Pty Ltd	29-Apr-08	28-Apr-12	100	HA	$220.00	$4,000.00	Nil
P16/2527	Siberia Mining Corporation Pty Ltd	31-Aug-09	30-Aug-13	16	HA	$35.20	$2,000.00
P16/2550	Carnegie Gold PtyLtd	16-Apr-08	15-Apr-12	138	HA	$303.60	$5,520.00	Nil
P16/2551	Carnegie Gold PtyLtd	16-Apr-08	15-Apr-12	137	HA	$301.40	$5,480.00	Nil
P24/3534	Siberia Mining Corporation Pty Ltd	24-Apr-96	23-Apr-00	10	HA	$22.00	$2,000.00
P24/4177	Siberia MiningCorporation PtyLtd	21-Apr-09	20-Apr-13	185	HA	$407.00	$7,400.00	Nil
P24/4178	Siberia Mining Corporation Pty Ltd	21-Apr-09	20-Apr-13	176	HA	$387.20	$7,040.00	Application Forfeiture 372178 lodged 14:40 24 May 2011 by Wayne Craig Van Blitterswyk, Objection 375192 lodged 15:50 28 June 2011 byWayne CraigVan Blitterswyk

P24/4179	Siberia Mining Corporation Pty Ltd	19-Feb-09	18-Feb-13	200	HA	$440.00	$8,000.00
P24/4180	Siberia Mining Corporation Pty Ltd	21-Apr-09	20-Apr-13	170	HA	$374.00	$6,800.00
P24/4181	Siberia MiningCorporation PtyLtd	20-Feb-08	19-Feb-12	117	HA	$257.40	$4,680.00
P24/4182	Siberia MiningCorporation PtyLtd	20-Feb-08	19-Feb-12	143	HA	$314.60	$5,720.00
P24/4183	Siberia MiningCorporation PtyLtd	31-Dec-07	30-Dec-11	200	HA	$440.00	$8,000.00	Nil
P24/4283	Siberia MiningCorporation PtyLtd	12-Jun-09	11-Jun-13	1	HA	$22.00	$2,000.00	Nil
P29/1912	International Petroleum Ltd	04-Sep-08	03-Sep-12	134	HA	$294.80	$5,360.00	Nil
P29/1913	International Petroleum Ltd	04-Sep-08	03-Sep-12	155	HA	$343.20	$6,240.00	Nil
P29/1934	International Petroleum Ltd	24-Jun-08	23-Jun-12	200	HA	$440.00	$8,000.00	Nil
P29/1935	International Petroleum Ltd	24-Jun-08	23-Jun-12	80	HA	$176.00	$3,200.00
P29/1936	International Petroleum Ltd	24-Jun-08	23-Jun-12	183	HA	$402.60	$7,320.00	Nil
P29/1937	International Petroleum Ltd	24-Jun-08	23-Jun-12	153	HA	$336.60	$6,120.00	Nil
P29/1938	International Petroleum Ltd	17-Sep-08	16-Sep-12	199	HA	$437.80	$7,960.00	Nil
P29/1939	International Petroleum Ltd	17-Sep-08	16-Sep-12	159	HA	$349.80	$6,360.00	Nil
P29/1940	International Petroleum Ltd	17-Sep-08	16-Sep-12	167	HA	$367.40	$6,680.00	Nil

P29/1941	International Petroleum Ltd	11-Sep-08	10-Sep-12	186	HA	$409.20	$7,440.00
P29/1942	International Petroleum Ltd	11-Sep-08	10-Sep-12	177	HA	$389.40	$7,080.00
P29/1943	International Petroleum Ltd	11-Sep-08	10-Sep-12	196	HA	$431.20	$7,840.00
P29/1944	International Petroleum Ltd	11-Sep-08	10-Sep-12	199	HA	$437.80	$7,960.00

P29/1945	International Petroleum Ltd	11-Sep-08	10-Sep-12	188	HA	$413.60	$7,520.00
P29/1946	International Petroleum Ltd	11-Sep-08	10-Sep-12	198	HA	$435.60	$7,920.00

P29/1947	International Petroleum Ltd	11-Sep-08	10-Sep-12	195	HA	$429.00	$7,800.00
P29/1948	International Petroleum Ltd	11-Sep-08	10-Sep-12	196	HA	$431.20	$7,840.00
P29/1949	International Petroleum Ltd	11-Sep-08	10-Sep-12	187	HA	$411.40	$7,480.00
P29/1950	International Petroleum Ltd	11-Sep-08	10-Sep-12	165	HA	$363.00	$6,600.00
P29/1977	International Petroleum Ltd	10-Jul-08	09-Jul-12	83	HA	$182.60	$3,320.00	Nil
P29/1990	International Petroleum Ltd	24-Jun-08	23-Jun-12	85	HA	$189.20	$3,440.00	Nil
P29/1991	International Petroleum Ltd	24-Jun-08	23-Jun-12	52	HA	$114.40	$2,080.00	Nil
P29/1992	International Petroleum Ltd	24-Jun-08	23-Jun-12	45	HA	$99.00	$2,000.00	Nil
P29/1993	International Petroleum Ltd	24-Jun-08	23-Jun-12	17	HA	$37.40	$2,000.00	Nil
P29/1994	International Petroleum Ltd	24-Jun-08	23-Jun-12	12	HA	$26.40	$2,000.00	Nil
P29/1995	International Petroleum Ltd	24-Jun-08	23-Jun-12	11	HA	$24.20	$2,000.00
P29/1996	International Petroleum Ltd	24-Jun-08	23-Jun-12	8	HA	$22.00	$2,000.00	Nil
29/199 P 7	I i l l L d nternat ona Petro eum t	24 J 08 - un-	23 J 12 - un-	22	HA	$48 40 .	$2 000 00 , .	il N
P29/1998	International Petroleum Ltd	24-Jun-08	23-Jun-12	16	HA	$35.20	$2,000.00	Nil
P29/1999	International Petroleum Ltd	24-Jun-08	23-Jun-12	42	HA	$94.60	$2,000.00	Nil
P29/2000	International Petroleum Ltd	24-Jun-08	23-Jun-12	12	HA	$26.40	$2,000.00	Nil

P29/2001	International Petroleum Ltd	24-Jun-08	23-Jun-12	50	HA	$110.00	$2,000.00
P29/2002	International Petroleum Ltd	23-Sep-08	22-Sep-12	43	HA	$94.60	$2,000.00
P29/2003	International Petroleum Ltd	23-Sep-08	22-Sep-12	73	HA	$160.60	$2,920.00
P29/2004	International Petroleum Ltd	23-Sep-08	22-Sep-12	24	HA	$52.80	$2,000.00

P29/2005	International Petroleum Ltd (85%), Silvertree Nominees Pty Ltd (15%),	23-Sep-08	22-Sep-12	14	HA	$30.80	$2,000.00
P29/2006	International Petroleum Ltd (85%), Silvertree Nominees Pty Ltd (15%),	23-Sep-08	22-Sep-12	22	HA	$48.40	$2,000.00
P29/2007	International Petroleum Ltd (85%), Silvertree Nominees Pty Ltd (15%),	23-Sep-08	22-Sep-12	24	HA	$52.80	$2,000.00
P29/2008	International Petroleum Ltd (85%), Silvertree Nominees PtyLtd(15%),	23-Sep-08	22-Sep-12	22	HA	$46.20	$2,000.00
P29/2009	International Petroleum Ltd (85%), Silvertree Nominees Pty Ltd (15%),	23-Sep-08	22-Sep-12	76	HA	$167.20	$3,040.00
P29/2010	International Petroleum Ltd (85%), Silvertree Nominees PtyLtd(15%),	23-Sep-08	22-Sep-12	85	HA	$187.00	$3,400.00	Nil
P29/2011	International Petroleum Ltd (85%), Silvertree Nominees Pty Ltd (15%),	23-Sep-08	22-Sep-12	126	HA	$277.20	$5,040.00

P29/2012	Siberia Mining Corporation Pty Ltd	21-Sep-09	20-Sep-13	73	HA	$160.60	$2,920.00	Nil
P29/2015	International Petroleum Ltd	19-Aug-08	18-Aug-12	14	HA	$30.80	$2,000.00
P29/2016	International Petroleum Ltd	19-Aug-08	18-Aug-12	141	HA	$310.20	$5,640.00
P29/2017	International Petroleum Ltd	19-Aug-08	18-Aug-12	98	HA	$215.60	$3,920.00
P29/2018	International Petroleum Ltd	19-Aug-08	18-Aug-12	156	HA	$343.20	$6,240.00
P29/2019	International Petroleum Ltd	19-Aug-08	18-Aug-12	145	HA	$319.00	$5,800.00
P29/2020	International Petroleum Ltd	19-Aug-08	18-Aug-12	150	HA	$330.00	$6,000.00
P29/2021	International Petroleum Ltd	19-Aug-08	18-Aug-12	150	HA	$330.00	$6,000.00
P29/2022	International Petroleum Ltd	19-Aug-08	18-Aug-12	200	HA	$440.00	$8,000.00
P29/2023	International Petroleum Ltd	19-Aug-08	18-Aug-12	200	HA	$440.00	$8,000.00	Caveat 346197 lodged 6 May2010 byRoyal Gold Inc.

P29/2024	International Petroleum Ltd	19-Aug-08	18-Aug-12	200	HA	$440.00	$8,000.00	Caveat 346198 lodged 6 May2010 byRoyal Gold Inc.
P30/1009	Carnegie Gold PtyLtd	22-May-08	21-May-12	20	HA	$44.00	$2,000.00
P30/1010	Carnegie Gold PtyLtd	22-May-08	21-May-12	47	HA	$103.40	$2,000.00
P30/1012	International Petroleum Ltd	11-Sep-08	10-Sep-12	198	HA	$435.60	$7,920.00
P30/1013	International Petroleum Ltd	11-Sep-08	10-Sep-12	199	HA	$437.80	$7,960.00
P30/1014	International Petroleum Ltd	11-Sep-08	10-Sep-12	199	HA	$437.80	$7,960.00
P30/1015	International Petroleum Ltd	11-Sep-08	10-Sep-12	199	HA	$437.80	$7,960.00
P30/1016	International Petroleum Ltd	11-Sep-08	10-Sep-12	199	HA	$437.80	$7,960.00
P30/1017	Barra Resources Ltd	02-Sep-08	01-Sep-12	44	HA	$96.80	$2,000.00	Caveat 304299 lodged 14 November 2008 byDavyhurst Gold PtyLtd
P30/1018	Barra Resources Ltd	02-Sep-08	01-Sep-12	22	HA	$48.40	$2,000.00	Caveat 304298 lodged 14 November 2008 byDavyhurst Gold PtyLtd
P30/1019	Barra Resources Ltd	02-Sep-08	01-Sep-12	49	HA	$107.80	$2,000.00	Caveat 304297 lodged 14 November 2008 byDavyhurst Gold PtyLtd
P30/1020	Barra Resources Ltd	02-Sep-08	01-Sep-12	39	HA	$85.80	$2,000.00	Caveat 304296 lodged 14 November 2008 byDavyhurst Gold PtyLtd
P30/1021	B R L d arra esources t	02 S 08 - ep-	01 S 12 - ep-	200	HA	$440 00 .	$8 000 00 , .	Caveat 304295 lodged 14 November 2008 byDavyhurst Gold PtyLtd
P30/1022	Barra Resources Ltd	02-Sep-08	01-Sep-12	117	HA	$257.40	$4,680.00	Caveat 304294 lodged 14 November 2008 byDavyhurst Gold PtyLtd
P30/1023	Barra Resources Ltd	02-Sep-08	01-Sep-12	5	HA	$22.00	$2,000.00	Caveat 304293 lodged 14 November 2008 byDavyhurst Gold PtyLtd
P30/1024	Barra Resources Ltd	02-Sep-08	01-Sep-12	121	HA	$266.20	$4,840.00
P30/1025	Barra Resources Ltd	02-Sep-08	01-Sep-12	17	HA	$37.40	$2,000.00

P30/1026	Barra Resources Ltd	02-Sep-08	01-Sep-12	193	HA	$424.60	$7,720.00
P30/1027	Barra Resources Ltd	02-Sep-08	01-Sep-12	112	HA	$246.40	$4,480.00
P30/1028	Barra Resources Ltd	02-Sep-08	01-Sep-12	118	HA	$259.60	$4,720.00
P30/1029	Barra Resources Ltd	02-Sep-08	01-Sep-12	176	HA	$387.20	$7,040.00
P30/1030	Barra Resources Ltd	02-Sep-08	01-Sep-12	189	HA	$415.80	$7,560.00
P30/1031	Barra Resources Ltd	02-Sep-08	01-Sep-12	199	HA	$437.80	$7,960.00
P30/1032	Barra Resources Ltd	02-Sep-08	01-Sep-12	182	HA	$400.40	$7,280.00
P30/1033	Barra Resources Ltd	02-Sep-08	01-Sep-12	187	HA	$411.40	$7,480.00
P30/1034	Barra Resources Ltd	02-Sep-08	01-Sep-12	76	HA	$167.20	$3,040.00
P30/1035	Barra Resources Ltd	02-Sep-08	01-Sep-12	138	HA	$303.60	$5,520.00
P30/1036	Barra Resources Ltd	02-Sep-08	01-Sep-12	123	HA	$270.60	$4,920.00
P30/1038	Barra Resources Ltd	02-Sep-08	01-Sep-12	11	HA	$24.20	$2,000.00

P30/1039	Barra Resources Ltd	02-Sep-08	01-Sep-12	101	HA	$222.20	$4,040.00
P30/1040	Barra Resources Ltd	02-Sep-08	01-Sep-12	168	HA	$369.60	$6,720.00
P30/1041	Barra Resources Ltd	02-Sep-08	01-Sep-12	149	HA	$327.80	$5,960.00	Caveat 304268 lodged 14 November 2008 byDavyhurst Gold PtyLtd
P30/1042	Carnegie Gold Pty Ltd	01-Apr-08	31-Mar-12	159	HA	$349.80	$6,360.00
P30/1043	Carnegie Gold Pty Ltd	01-Apr-08	31-Mar-12	194	HA	$426.80	$7,760.00
P30/1044	Carnegie Gold Pty Ltd	01-Apr-08	31-Mar-12	195	HA	$429.00	$7,800.00
P30/1045	Carnegie Gold Pty Ltd	01-Apr-08	31-Mar-12	189	HA	$415.80	$7,560.00

P30/1046	Carnegie Gold Pty Ltd	01-Apr-08	31-Mar-12	155	HA	$341.00	$6,200.00
P30/1047	Carnegie Gold Pty Ltd	01-Apr-08	31-Mar-12	187	HA	$411.40	$7,480.00
P30/1048	Carnegie Gold Pty Ltd	01-Apr-08	31-Mar-12	143	HA	$314.60	$5,720.00
P30/1049	Carnegie Gold PtyLtd	08-Oct-08	07-Oct-12	200	HA	$440.00	$8,000.00
P30/1051	Carnegie Gold PtyLtd	22-Sep-08	21-Sep-12	174	HA	$382.80	$6,960.00
P30/1052	Carnegie Gold Pty Ltd	20-May-08	19-May-12	189	HA	$415.80	$7,560.00
P30/1053	Carnegie Gold PtyLtd	10-Nov-08	09-Nov-12	182	HA	$400.40	$7,280.00
P30/1054	Carnegie Gold PtyLtd	22-Sep-08	21-Sep-12	78	HA	$171.60	$3,120.00
P30/1055	Carnegie Gold PtyLtd	22-Sep-08	21-Sep-12	61	HA	$134.20	$2,440.00
P30/1056	Carnegie Gold PtyLtd	20-May-08	19-May-12	26	HA	$57.20	$2,000.00
P30/1057	Carnegie Gold PtyLtd	19-Dec-08	18-Dec-12	22	HA	$48.40	$2,000.00
P30/1058	Carnegie Gold PtyLtd	19-Dec-08	18-Dec-12	21	HA	$46.20	$2,000.00
P30/1059	Carnegie Gold PtyLtd	19-Dec-08	18-Dec-12	55	HA	$121.00	$2,200.00
P30/1060	Carnegie Gold PtyLtd	21-Apr-08	20-Apr-12	73	HA	$160.60	$2,920.00
P30/1064	Carnegie Gold PtyLtd	08-Oct-08	07-Oct-12	196	HA	$431.20	$7,840.00
P30/1065	Carnegie Gold PtyLtd	08-Oct-08	07-Oct-12	189	HA	$415.80	$7,560.00
P30/1066	Carnegie Gold PtyLtd	08-Oct-08	07-Oct-12	177	HA	$389.40	$7,080.00
P30/1067	Carnegie Gold PtyLtd	08-Oct-08	07-Oct-12	140	HA	$308.00	$5,600.00
P30/1068	Carnegie Gold PtyLtd	08-Oct-08	07-Oct-12	53	HA	$116.60	$2,120.00
P30/1069	Carnegie Gold PtyLtd	08-Oct-08	07-Oct-12	54	HA	$118.80	$2,160.00
P30/1074	Carnegie Gold PtyLtd	06-Jan-10	05-Jan-14	73	HA	$160.60	$2,920.00
P30/1075	Carnegie Gold PtyLtd	08-Oct-08	07-Oct-12	70	HA	$154.00	$2,800.00
P30/1086	Carnegie Gold PtyLtd	18-Jan-11	17-Jan-15	8	HA	$22.00	$2,000.00	Nil
P30/1087	Carnegie Gold PtyLtd	18-Jan-11	17-Jan-15	15	HA	$33.00	$2,000.00	Nil
P - Prospecting Licence E – Exploration Licence M - Mining Lease

PLA – means Prospecting Licence Application

ELA – means Exploration Licence Application

MLA – means Mining Lease Application

All of the native title claims listed in the Schedule have been accepted and entered on the Register of Native Title Claims. Please refer to Part III of this Report for the status of the native title claims. Unless otherwise indicated, capitalised terms have the same meaning given to them in the [admission document].

References to numbers in the “Notes” column refers to the notes following this table.

Notes: 1

AI assistant

ORA BANDA MINING LTD — Proxy Solicitation & Information Statement 2011

65475_rns_2011-11-28_d33406b4-9459-4426-9633-ad2c6d7e117c.pdf

SWAN GOLD MINING LIMITED ACN 100 038 266

NOTICE OF GENERAL MEETING

CONTENTS PAGE

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – DISPOSAL OF CARNEGIE AND SIBERIA SHAREHOLDING

2. RESOLUTION 2 – APPROVAL FOR A SELECTIVE REDUCTION OF CAPITAL

DATED: 29 NOVEMBER 2011

BY ORDER OF THE BOARD

ILDIKO WOWESNY COMPANY SECRETARY

EXPLANATORY STATEMENT

1. BACKGROUND

1.1 General

( Recapitalisation ):

1.2 Summary of the Share Sale Agreement:

2. RESOLUTION 1

2.1 General

2.2 ASX Listing Rule 10.1 – general

2.3 ASX Listing Rule 10.1 – Independent Expert’s Report

2.4

ASX Listing Rule 11.2

2.5

Description of the Carnegie Project

Exploration

Riverina Gold Project

Mulline

Davyhurst

Siberia

Lady Ida

2.6 Description of the Mt Ida Project

2.7 Competent Persons Statement

2.8 Value of the Transaction

2.9 Intentions of the Company if the Transaction is approved and implemented

2.10 Intentions of the Company if the Transaction is not approved and implemented

2.11

Proposed timetable

2.12 Effect of the Share Sale Agreement and Resolution 1 on the Company, Shareholders and Optionholders

2.13 Pro Forma Balance Sheet

2.14 Effect on Capital Structure

2.15 Advantages and disadvantages of the disposal

Advantages

Disadvantages

2.16

Section 208 of the Corporations Act

2.17 Directors’ recommendation

3. RESOLUTION 2 – APPROVAL FOR SELECTIVE REDUCTION OF CAPITAL

3.1 General

3.2 Corporations Act

3.3 Summary of and Effect of Proposed Selective Capital Reduction

3.4 Directors’ Recommendation

3.5 Other Material Information

Glossary

Group Securities means:

Mt Ida Securities means:

Territory Trust Securities means:

PROXY FORM

APPOINTMENT OF PROXY SWAN GOLD MINING LIMITED ACN 100 038 266

GENERAL MEETING

OR

Voting on Business of the General Meeting

SWAN GOLD MINING LIMITED ACN 100 038 266

Instructions for Completing ‘Appointment of Proxy’ Form

( Signing Instructions ):

Proxy forms received later than this time will be invalid.

1. Introduction

1.7 In our opinion, in the absence of a superior proposal, the proposals as outlined in resolution 1 are on balance, fair and reasonable to the shareholders of Swan not associated with DCM.

2. Implications of the Proposals

3. Future Directions of Swan

3.1

ORA BANDA MINING LTD Proxy Solicitation & Information Statement 2011