ORA BANDA MINING LTD - Proxy Solicitation & Information Statement 2012

SWAN GOLD MINING LIMITED ACN 100 038 266

NOTICE OF GENERAL MEETING

TIME : 11.00am WST DATE : 15 January 2013 PLACE : Ground Floor, 3 Richardson Street West Perth, Western Australia, 6005

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

The Independent Expert has concluded that the transactions the subject of Resolutions 9 and 10 of the General Meeting are fair and reasonable to non-associated Shareholders. All Shareholders should refer to the Independent Expert’s Report enclosed with this Notice of General Meeting. 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)	8
Schedule – Summary of the DCM Share Sale Agreement	30
Glossary	32
Proxy Form	35
Independent Expert’s Report	Enclosed

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 Ground Floor, 3 Richardson Street, West Perth, Western Australia, 6005 on 15 January 2013 at 11.00am WST.

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 5.00pm (WST) on 13 January 2012.

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.

In accordance with section 249L of the Corporations Act, members are advised that:

each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and
a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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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.

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BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – PLACEMENT – SHARES

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

“Conditional upon Resolutions 8, 9 and 10 being passed, that, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 875,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

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

2. RESOLUTION 2 – PARTICIPATION IN PLACEMENT – SHARES TO RELATED PARTY – DR GERHARD KORNFELD

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 50,000,000 Shares to a related party of the Company, Dr Gerhard Kornfeld (or his nominee/s), on the terms and conditions set out in the Explanatory Statement.”

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

3. RESOLUTION 3 – PARTICIPATION IN PLACEMENT – SHARES TO RELATED PARTY – MR MARTIN DEPISCH

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 50,000,000 Shares to a related party of the Company, Mr Martin Depisch (or his nominee/s), on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Martin Depisch or his nominees and a person who might obtain a benefit, except a benefit solely in

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the capacity of a holder of ordinary securities, if the Resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 4 – PARTICIPATION IN PLACEMENT – SHARES TO RELATED PARTY – MR THOMAS STYBLO

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 50,000,000 Shares to a related party of the Company, Mr Thomas Styblo (or his nominee/s), on the terms and conditions set out in the Explanatory Statement.”

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

5. RESOLUTION 5 – PARTICIPATION IN PLACEMENT – SHARES TO RELATED PARTY – MR DAMIAN DELANEY

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 50,000,000 Shares to a related party of the Company, Mr Damian Delaney (or his nominee/s), on the terms and conditions set out in the Explanatory Statement.”

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

6. RESOLUTION 6 – PARTICIPATION IN PLACEMENT – SHARES TO RELATED PARTY – MR PETER FARRIS

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 50,000,000 Shares to a related party of the Company, Mr Peter Farris (or his nominee/s), on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Peter Farris or his nominees and a person who might obtain a benefit, except a benefit solely in the

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capacity of a holder of ordinary securities, if the Resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. RESOLUTION 7 – PARTICIPATION IN PLACEMENT – SHARES TO RELATED PARTY – MR MICHAEL FOTIOS

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 875,000,000 Shares to a related party of the Company, Mr Michael Fotios (or his nominee/s), on the terms and conditions set out in the Explanatory Statement.”

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

8. RESOLUTION 8 – APPROVAL FOR INVESTMET LIMITED TO INCREASE ITS RELEVANT INTEREST IN THE COMPANY

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

"Conditional upon Resolutions 1, 9 and 10 being passed, that, for the purpose of Section 611 (Item 7) of the Corporations Act and for all other purposes, approval is given for:

(a) Investmet Limited (or its nominee/s) to underwrite up to 375,000,000 Shares of the Placement;
(b) the Company to allot and issue up to 875,000,000 Shares to Investmet Limited (or its nominee/s);
(c) Investmet Limited (or its nominee/s) to acquire up to 262,386,710 Shares in accordance with the terms of the Swan Restructure Deed;
(d) the Company to allot and issue up to 37,500,000 Shares to Investmet Limited (or its nominee/s) in accordance with the Swan Restructure Deed;
(e) the Company to allot and issue up to 150,000,000 Shares to Investmet Limited (or its nominee/s) upon conversion of the Interim Loan;
(f) the Company to allot and issue up to 783,162,000 Shares to Investmet Limited (or its nominee/s) upon conversion of the Investmet Debt;

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(g) Investmet Limited (or its nominee/s) to acquire 43,723,382 Shares upon exercise of the Call Option; and
(h) Investmet Limited, Mr Michael Fotios and their associates to acquire a relevant interest in the issued voting shares of the Company in excess of the threshold prescribed by Section 606(1) of the Corporations Act on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Investmet Limited, Mr Michael Fotios and any of their associates or any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed. 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.

Expert’s Report : Shareholders should carefully consider the Independent Expert’s Report prepared by Stantons International Securities for the purposes of shareholder approval required under Section 611 (item 7) of the Corporations Act for this Resolution 9. The Independent Expert’s Report 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.

9. RESOLUTION 9 – APPROVAL TO GRANT SECURITY TO INVESTMET LIMITED

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

“Conditional upon Resolutions 1, 8 and 10 being passed, that, for the purposes of ASX Listing Rule 10.1 and for all other purposes, approval is given for the Company granting a first ranking security interest over its assets in favour of Investmet Limited on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Investmet Limited and any of its 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.

Expert’s Report : Shareholders should carefully consider the report prepared by the Independent Expert for the purposes of the Shareholder approval under ASX Listing Rule 10.1. The Independent Expert’s Report comments on the fairness and reasonableness of the transaction the subject of this Resolution 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.

10. RESOLUTION 10 – APPROVAL FOR CONVERSION OF STIRLING DEBT

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 125,000,000 Shares to Stirling Resources Limited on the terms and conditions set out in the Explanatory Statement.”

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11. RESOLUTION 11 – SECTION 195 APPROVAL

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

“Conditional upon Resolutions 1, 8 and 9 being passed, that, for the purpose of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Directors to complete the transactions as contemplated in this Notice.”

DATED: 17 DECEMBER 2012

BY ORDER OF THE BOARD

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LINDA PAINI COMPANY SECRETARY

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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 to various creditors ( Creditors ).

Recapitalisation Deed

In June 2009, the Company and its subsidiaries 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 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:

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  - (A) $2,961,000 at completion and the difference between $25,533,281 and the sum of $2,961,000 and any sale proceeds in respect of the Company’s assets; 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 $25 million.

In November 2011, DCM and Territory reached agreement and settlement whereby the position of Territory in the Territory Trust and the Shares in the Company held by Territory were both assigned to DCM.

DCM Share Sale Agreement

As at the date of the DCM Share Sale Agreement, the Company still owed the Creditors Trusts, under the Recapitalisation Deed, a total amount of approximately $25 million. Given this, the Company attempted 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 ( DCM Share Sale Agreement ) pursuant to which the Company agreed to sell 100% of the issued shares in Carnegie and Siberia, who hold (either directly or indirectly) the Carnegie and Mt Ida Gold projects, to DCM. Shareholder approval for the DCM Share Sale Agreement was obtained on 30 December 2011.

The DCM Share Sale Agreement has been extended a number of times and remains on foot. A summary of the DCM Share Sale Agreement is set out in the Schedule to this Explanatory Statement.

Swan Restructure Deed

In early 2012, DCM advised the Company it would prefer to sell its position in the DCM Share Sale Agreement although it would maintain and continue to honour its obligations under the DCM Share Sale Agreement. Accordingly, the Company, DCM and the Trustee of the Creditors Trusts subsequently entered into

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negotiations with Investmet regarding a recapitalisation of the Company by Investmet. Details in relation to Investmet are set out in Section 1.5 of this Notice.

On 16 May 2012, the Company, DCM and Investmet entered into a conditional agreement, pursuant to which Investmet would recapitalise the Company. The recapitalisation of the Company was part of larger transaction which involved Investmet recapitalising Stirling and Redbank, each recapitalisation was conditional on the other completing. However, recently the recapitalisation of Stirling was removed from the transaction as a whole. Accordinglythe parties and Stirling entered into an Amended and Restated Restructure Deed which varied the terms of the original restructure deed as a result of Stirling being removed ( Swan Restructure Deed ).

Upon completion of the Swan Restructure Deed, the DCM Share Sale Agreement will be terminated and all of the Company’s liabilities and obligations under the DCM Share Sale Agreement and the Recapitalisation Deed will be discharged. A detailed summary of the material terms of the Swan Restructure Deed is set out in Section 1.2 of this Notice.

As part of the transaction with Investmet, Investmet has agreed to provide the Company with an interim loan of up to approximately $3,000,000 ( Interim Loan ), the purpose of which is to provide the Company with sufficient funds to complete the Swan Restructure Deed ( Interim Loan Agreement ). A detailed summary of the Interim Loan Agreement is set out in Section 1.3.

The Swan Restructure Deed is a part of a larger transaction which also involves the restructure of Redbank Copper Limited ( Redbank ) (by Investmet). In this regard, Investmet has entered into a restructure deed with Redbank and DCM ( RCP Restructure Deed ) pursuant to which Investmet will restructure and recapitalise Redbank. A detailed summary of the material terms of the RCP Restructure Deed is set out in Section 1.4 below.

The Group Trust has also agreed to grant a call option to Investmet over 43,723,382 Shares ( Option Shares ) at a price of 10 cents per share within two years after re-quotation of the Company’s Shares on ASX ( Call Option ).

Completion of the Swan Restructure Deed and each of the Transaction Documents is conditional upon the execution and completion of each of the other Transaction Documents. Accordingly, if the Shareholders of any of Redbank or the Company do not approve the various resolutions being put to the shareholders of each of those companies, it is possible that none of the transactions contemplated in this Notice will proceed. However, the parties to the restructure deeds do have the ability to waive the conditions, and as such it is also possible that the transactions will proceed notwithstanding the failure of certain resolutions to be approved.

If the Swan Restructure Deed does not proceed, the DCM Share Sale Agreement will not be terminated and as such the Company will look to enforce its rights pursuant to that agreement.

A comparison of the Company’s position as a result of completion of the DCM Share Sale Agreement compared with the Swan Restructure Deed is set out below:

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	Current	DCM Share Sale Agreement	Swan Restructure Deed
Assets	Carnegie Project Mt Ida Project	Nil	Carnegie Project Mt Ida Project
Funds	Nil	$5 million	$10 million (up to $17.5 million)
Liabilities	Creditor Trusts $25 million Stirling Resources $7.589 million	Nil	Debt to Investmet of between $5,000,000 and $10,000,000 Debt to Stirling of up to $5,000,000.
Funding	Ongoing basic operational funding is being provided by Investmet.	Company to fund its own activities.	Subject to potential liabilities set out above, the Company is to fund its own activities (from the funds raised through the Placement).
Securities on Issue	743,487,661 Shares 115,000,000 options	520,823,397 Shares 61,366,097 options	Up to a maximum of 2,714,149,661 Shares 115,000,000 options

1.2 Summary of the Swan Restructure Deed

The following is a summary of the material terms of the Swan Restructure Deed

(a) ( Placement ): The Company will undertake a placement to sophisticated and professional investors to raise a minimum of $10 million and up to a maximum of $17.5 million (the final $2.5 million of which may only be issued with Stirling’s prior consent) ( Placement ) (Resolution 1) which, subject to the passing of Resolution 8, will be underwritten by Investmet to $7.5 million. The terms of the underwriting have not yet been agreed by the parties, however they will be on ordinary commercial terms for services of this kind and will be fully disclosed in due course. These funds will be used by the Company for the purposes set out in Section 2.2(f).
(b) ( Payments ): Investmet will make the following payments:
(i) $10,144,240 to the Trustee of the Group Trust in consideration for the Trustee transferring 134,483,578 Shares to Investmet and releasing the Company (and its subsidiaries) from all claims and discharging security all it has over the Company (and its subsidiaries);
(ii) $6.7 million to the Trustee of the Territory Trust in consideration for DCM transferring 39,849,657 Shares to Investmet and releasing the Company (and its subsidiaries) from all claims and discharging all security it has over the Company (and its subsidiaries);

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(iii) $1.23 million to DCM in consideration of DCM discharging, or procuring that the Trustee of the Mt Ida Trust discharges, all security (and claims) held by the Trustee of the Mt Ida Trust in or over the Company, any of its subsidiaries or any of its assets; and
(iv) $2.589 million to Stirling in consideration of Stirling assigning $2.589 million of debt and transferring 88,053,475 Shares to Investmet.

As a result of Investmet making the above payments and procuring the release of all claims and security over the Company in respect of those debts, the Company will owe $20,663,240 to Investmet ( Investmet Debt ). Furthermore, the Company will grant a first ranking security interest to Investmet to secure the Investmet Debt.

As a result of the above, all claims against the Company and each of its subsidiaries by the Creditors Trusts and DCM will be released and all security held by the Trustee of the Creditors Trusts in or over the Company, its subsidiaries and its assets will be discharged and new security will be granted in favour of Investmet to secure the Investmet Debt.

Under the Swan Restructure Deed, the Company has also agreed to:

(i) repay its debt to DCM of $4,200,000 out of funds raised under the Placement as soon as practicable after settlement of the Placement; and
(ii) convert the entire Investmet Debt other than $10 million to Shares at completion of the Swan Restructure Deed. Investmet may also elect to convert up to a further $5,000,000 of the Investmet Debt (leaving the Company owing Investmet the sum of $5,000,000) to Shares at completion of the Swan Restructure Deed. If Investmet elects to do so, Stirling will be entitled to convert a proportionate amount of the $5,000,000 debt owed to Stirling ( Stirling Debt ) (ie. If Investmet converts $5,000,000, Stirling may convert $2,500,000). In the event that the Company does not have enough unallocated funds upon completion of the Placement and conversion of the Investmet Debt (and part of the Stirling Debt) in order to meet the listing requirements of the ASX Listing Rules, Stirling may convert such amount of the outstanding Stirling Debt as would result in the Company being able to meet the listing requirements of the ASX Listing Rules.
(c) ( Warden’s Court Hearing ): The Company’s wholly owned subsidiary, Siberia, is a party to a hearing before the Perth Warden regarding an application for exemption from the expenditure conditions under the Mining Act 1978 (WA) in respect of Mining Leases 16/262, 16/263, and 16/264 ( Exemption Tenements ) for the year ending on 11 March 2011 ( Exemption Application ). In the event that the Warden refuses to grant the Exemption Application to Siberia (and consistent with the general policy of the Department of Mines and Petroleum) it is likely that the Warden will commence proceedings for the forfeiture of the Exemption Tenements.

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In the event the Exemption Application is refused, the Company has agreed to allot and issue up to a further 37,500,000 Shares to Investmet for no consideration. Investmet has advised that its intention is to transfer these Shares to those parties taking up Shares under the Placement to reimburse them for the forfeiture of the Exemption Tenements.

(d) ( Loan Arrangements ): Stirling and Investmet intend to establish one or more syndicated loan arrangements with third party financiers and the Company ( Loan Syndicate Arrangements ). These will include:
(i) general security interests over the assets of the Company;
(ii) a two year moratorium on principal repayments from completion of the Swan Restructure Deed; and
(iii) a minimum interest rate of 6% to be agreed between the Company, Investmet, Stirling and third party financiers.

Upon completion of the moratorium period, the Company may choose to repay the outstanding principal in cash or convert it into Shares at a conversion price to be agreed between the parties.

(e) ( Interim Funding ): DCM agreed to provide interim funding to the Company from 31 May 2012 up to a total of $450,000 per calendar month until completion or an earlier date agreed to by DCM and Investmet. Since August 2012, Investmet has been funding the Company pursuant to the Interim Loan Agreement (described in more detail in Section 1.3).
(f) ( Conditions ): Completion of the Swan Restructure Deed is conditional upon certain conditions. The following are the material conditions precedent:
(i) DCM and the Company executing a deed of termination and release in relation to the DCM Share Sale Agreement, releasing them both from all liabilities and obligations under that agreement. The deed of termination and release shall be subject to and conditional upon completion of the Swan Restructure Deed occurring;
(ii) the parties to the Recapitalisation Deed executing a deed of termination and release in relation to the Recapitalisation Deed, releasing all parties from all liabilities and obligations under that deed. The deed of termination and release shall be subject to and conditional upon completion of the Swan Restructure Deed occurring;
(iii) the Company obtaining all Shareholder, governmental and other third party approvals and consents required to implement the recapitalisation pursuant to the Swan Restructure Deed and Transaction Documents;
(iv) each of the Transaction Documents being executed by the relevant parties;
(v) the conditions under each of the Transaction Documents being satisfied or waived; and

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(vi) agreement on the terms of the loan syndicate arrangements by the parties to those documents (other than any third party financier).

The conditions in paragraphs (i) – (iv) may be waived by the mutual written agreement of the Company, DCM and Investmet. The conditions in paragraphs (v) and (vi) may only be waived by Investmet.

(g) ( Directors ): Investmet may make such appointments and resignations to the Board as it thinks fit.
(h) ( Management of Tenements ): Investmet will be responsible for the technical and tenement management of the Company from the date of the Swan Restructure Deed with any action to be undertaken in respect of a material tenement to be approved in writing by a DCM representative Director.
(i) ( Representations and warranties ): The Swan Restructure Deed includes various warranties given by the Company, DCM and Investmet ( Restructure Warranties ). The Restructure 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 Restructure Warranty.
(j) ( Governing Law ): the Swan Restructure Deed is governed by the laws of Western Australia.

1.3 Interim Loan Agreement

As set out above, as part of the transaction with Investmet, Investmet has agreed, pursuant to the Interim Loan Agreement, to provide the Company with an Interim Loan of up to approximately $3,000,000, the purpose of which is to provide the Company with sufficient funds to complete the Swan Restructure Deed. The material terms of the Interim Loan Agreement are as follows:

(a) the provision of the Interim Loan is subject to a number of conditions precedent, all of which have been satisfied or waived as at the date of this Notice;
(b) the loan amount outstanding will automatically convert into fully paid ordinary shares in the Company at a price of $0.02 per Share upon completion occurring under the Swan Restructure Deed.
(c) subject to any amount of the Interim Loan having been converted into Shares, the Interim Loan must be repaid in cash upon the Swan Restructure Deed being terminated;
(d) in the event that the Swan Restructure Deed is terminated, the Company will be required to pay the outstanding amount owed under the Interim Loan to Investmet in cash;
(e) the Company must pay interest on the amount of the Interim Loan outstanding at the rate of 10% per annum, payable monthly;
(f) the Interim Loan Agreement contains events of default and representations and warranties which are usual in such a transaction; and

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(g) the Interim Loan is secured by a security interest granted pursuant to a General Security Deed, which is on ordinary commercial terms.

As at the date of this Notice, a total of $750,000 had been advanced to the Company by Investmet.

1.4 Summary of the RCP Restructure Deed

Pursuant to the RCP Restructure Deed:

(a) Redbank will undertake a placement of shares in the capital of Redbank at an issue price of $0.005 per share to raise up to $10 with $5 million to be underwritten by Investmet and lead managed by Azure Capital;
(b) Investmet and Stirling intend to establish syndicated loan arrangements with Redbank on the same terms as with the Company (as set out in Section 1.2(d)) to the extent that any debt owed to Stirling remains after completion of the RCP Restructure Deed; and
(c) pursuant to the RCP Restructure Deed, Investmet has appointed two directors to the board of Redbank and may appoint two further nominees at completion.

1.5 Investmet Limited

Investmet is an unlisted public company managed by experienced industry professionals and supported by private high net worth investors (including its directors and management).

Investmet was created to pursue a variety of investment opportunities in mineral resource projects with strong future demand growth and to incubate, develop and enhance the value of these investments through financial, technical and corporate support.

Investmet is managed by executive director Michael Fotios who is a Geologist specialising in economic and structural geology with extensive experience in exploration throughout Australia for gold, base metals, tantalum, tin and nickel and taking projects from exploration to feasibility.

1.6 Strategy

The strategic focus of the Company will be on the drilling up of the current resources and reserves at Davyhurst, targeting a return to production as soon as practicable.

The initial tasks will therefore be on the completion of the current evaluation of the tenement assets. This will determine the exploration program required in order to firm up and expand the current estimated resource base. This exploration program will include some initial auger drilling programs across a number of tenements, that have already commenced, and extend to step out drilling of known resources and previously mined open pits.

The methodical extension of the resource base, necessary to back up a robust production plan, will also include the assessment and possible acquisition of known resources in proximity of the Davyhurst plant.

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In summary the strategy will aim to firm up the current resource base, conduct exploration drilling for organic discoveries and target identified resources for acquisition before bringing the Davyhurst plant back into operation as soon as practicable.

2. RESOLUTION 1 – PLACEMENT – SHARES

2.1 General

Resolution 1 seeks Shareholder approval for the allotment and issue of up to 875,000,000 Shares at an issue price of $0.02 per Share to raise up to $17.5 million pursuant to the Placement.

Under the Swan Restructure Deed, the Company is required to raise a minimum of $10,000,000. Pursuant to Resolution 1, Shareholder approval is sought to raise up to a larger amount, being a total of $17,500,000 (provided that the final $2.5 million may only be raised with Stirling’s prior consent). Accordingly, it is possible that the Company could raise between $10,000,000 and $17,500,000.

Furthermore, under the Swan Restructure Deed, $7,500,000 is to be underwritten by Investmet and Azure Capital will act as lead manager in respect of the full amount of the Placement. However, Investmet will not underwrite the Placement in the event that Shareholder approval is not obtained pursuant to Resolution 8.

The fees to be paid to Investmet and Azure Capital for these services have not yet been agreed. However, they will be on ordinary commercial terms for services of this kind and will be fully disclosed in due course. Neither Investment nor Azure Capital is currently a related party of the Company.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 1 will be to allow the Directors to issue the Shares pursuant to the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

2.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

(a) the maximum number of Shares to be issued is 857,000,000;
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the issue price will be $0.02 per Share;
(d) the Shares will be allotted and issued to sophisticated and professional investors (as those terms are defined in section 708 of the Corporations Act) who are clients of Azure Capital, the persons the subject of Resolutions 2 – 7 (subject to those Resolutions being passed) and,

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subject to Resolution 8 being passed, Investmet (or their nominees). None of these subscribers, other than the persons the subject of Resolutions 2 – 7, will be related parties of the Company;

(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) the Company intends to use the funds raised from the Placement as follows:

Proceeds of the Offer		Expenditure ($)

Exploration on existing projects	3,602,000	5,902,000	8,402,000
Mine Development (incl Feasibility)	N/A	2,000,000	2,000,000
Corporate and Administration	672,000	972,000	972,000
Working Capital (including creditors)	726,000	726,000	726,000
Repayment of debt	4,200,000	4,200,000	4,200,000
Cost of Placement	800,000	1,200,000	1,200,000
Total	10,000,000	15,000,000	17,500,000

3. RESOLUTIONS 2 – 7 – PARTICIPATION IN PLACEMENT BY RELATED PARTIES

3.1 General

Pursuant to Resolution 1, the Company is seeking Shareholder approval for the allotment and issue of up to 875,000,000 Shares at an issue price of $0.02 per Share pursuant to the Placement.

The Directors of the Company wish to participate in the Placement. Accordingly, Resolutions 2 – 7 seek Shareholder approval for the allotment and issue of Shares to the following parties (or their nominee/s) arising from their participation in the Placement ( Participation ):

(a) Dr Gerhard Kornfeld – a Director (Resolution 2);
(b) Mr Martin Depisch – a Director (Resolution 3);
(c) Mr Thomas Styblo – a Director (Resolution 4);
(d) Mr Damian Delaney – a Director (Resolution 5);
(e) Mr Peter Farris – a Director (Resolution 6); and
(f) Mr Michael Fotios – a Director (Resolution 7).

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Each of the above persons/entities is collectively referred to as the Related Parties .

3.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The issue of Shares to the Related Parties constitutes giving a financial benefit and the Related Parties are related parties by virtue of being Directors.

It is the view of the Directors (other than the relevant Director the subject of each resolution) that the exception in Section 210 of the Corporations Act applies in the current circumstances because the Shares will be issued to the Related Parties on the same terms as Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms. Accordingly, Shareholder approval for the purposes of Chapter 2E is not being sought for the issue of Shares to the Related Parties.

However, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

3.3 Shareholder Approval (Listing Rule 10.11)

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of Shares to the Related Parties:

(a) the related parties are the Related Parties, as set out in Section 3.1, and they are related parties for the reasons set out in Section 3.1;
(b) the maximum number of Shares (being the nature of the financial benefit being provided) to be issued to each of the Related Parties (or their nominee/s) is as follows;
(i) Dr Gerhard Kornfeld – up to a maximum of 50,000,000 Shares;
(ii) Mr Martin Depisch – up to a maximum of 50,000,000 Shares;
(iii) Mr Thomas Styblo – up to a maximum of 50,000,000 Shares;
(iv) Mr Damian Delaney – up to a maximum of 50,000,000 Shares;
(v) Mr Peter Farris – up to a maximum of 50,000,000 Shares; and

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(vi) Mr Michael Fotios – up to a maximum of 875,000,000 Shares;
(c) the Shares will be issued to the Related Parties (or their nominee/s) no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Shares will be issued on one date;
(d) the issue price will be $0.02 per Share, being the same as all other Shares issued under the Placement;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) the funds raised will be used for the same purposes as all other funds raised under the Placement as set out in Section 2.2(f) of this Explanatory Statement.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

4. RESOLUTION 8 – APPROVAL FOR INVESTMET LIMITED TO INCREASE RELEVANT INTEREST

4.1 Background

Resolution 8 seeks Shareholder approval pursuant to item 7 of Section 611 of the Corporations Act in order for:

(a) Investmet Limited (or its nominee/s) to underwrite up to 375,000,000 Shares of the Placement – described further in Section 1.2(a);
(b) the Company to allot and issue up to 875,000,000 Shares to Investmet Limited (or its nominee/s). The purpose of this approval is to enable Investmet to participate in the Placement to the full extent of the Placement;
(c) Investmet Limited (or its nominee/s) to acquire up to 262,386,710 Shares in accordance with the terms of the Swan Restructure Deed – described further in Section 1.2(b);
(d) the Company to allot and issue a further 37,500,000 Shares to Investmet Limited (or its nominee/s) in respect of the Exemption Application in accordance with the Swan Restructure Deed – described further in Section 1.2(c);
(e) the Company to allot and issue up to 150,000,000 Shares to Investmet Limited (or its nominee/s) upon conversion of the Interim Loan – described further in Section 1.3;
(f) the Company to allot and issue up to 783,162,000 Shares to Investmet Limited (or its nominee/s) upon conversion of the Investmet Debt – described further in Section 1.2(b);

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(g) Investmet Limited (or its nominee/s) to acquire 43,723,382 Shares upon exercise of the Call Option; and
(h) Investmet Limited, Mr Michael Fotios and their associates to acquire a relevant interest in the issued voting shares of the Company in excess of the threshold prescribed by Section 606(1) of the Corporations Act as a result of the completion of the above transactions.

4.2 Capital Structure of the Company

The proposed capital structure of the Company following completion of the transactions contemplated in this Notice is as follows (the table shows two scenarios, the Minimum Subscription column assumes that only the minimum subscription of $10,000,000 is raised under the Placement whilst the Full Subscription column assumes that the full subscription of $17,500,000 is raised under the Placement):

	Minimum Subscription	Total	Full Subscription	Total
Current	743,487,661	743,487,661	743,487,661	743,487,661
Placement	500,000,000	1,243,487,661	875,000,000	1,618,487,661
Exemption Application Shares	37,500,000	1,280,987,661	37,500,000	1,655,987,661
Conversion of Interim Loan	150,000,000	1,430,987,661	150,000,000	1,805,987,661
Conversion of Investmet Debt1	783,162,000	2,214,149,661	783,162,000	2,589,149,661
Conversion of Stirling Debt1	125,000,000	2,339,149,661	125,000,000	2,714,149,661

1 Assuming that Investmet elects to convert an additional $5 million of the Investmet debt at completion.

The Company has granted a total of 115,000,000 options and this number will not change.

4.3 Item 7 of Section 611 of the Corporations Act

Section 606 of the Corporations Act – Statutory Prohibition

Pursuant to Section 606(1) of the Corporations Act, a person must not acquire a relevant interest in issued voting shares in a listed company if the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that person’s or someone else’s voting power in the company increases:

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(a) from 20% or below to more than 20%; or
(b) from a starting point that is above 20% and below 90%.

Voting Power

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

Associates

For the purposes of determining voting power under the Corporations Act, a person ( second person ) is an “associate” of the other person ( first person ) if:

(a) the first person is a body corporate and the second person is:
(i) a body corporate the first person controls;
(ii) a body corporate that controls the first person; or
(iii) a body corporate that is controlled by an entity that controls the person;
(b) the second person has entered or proposed to enter into a relevant agreement with the first person for the purpose of controlling or influencing the composition of the company’s board or the conduct of the company’s affairs; or
(c) the second person is a person with whom the first person is acting or proposed to act, in concert in relation to the company’s affairs.

Investmet does not have any associates with any additional relevant interests in the Company’s Shares.

Relevant Interests

Section 608(1) of the Corporations Act provides that a person has a relevant interest in securities if they:

(a) are the holder of the securities;
(b) have the power to exercise, or control the exercise of, a right to vote attached to the securities; or
(c) have power to dispose of, or control the exercise of a power to dispose of, the securities.

It does not matter how remote the relevant interest is or how it arises. If two or more people can jointly exercise one of these powers, each of them is taken to have that power.

In addition, Section 608(3) of the Corporations Act provides that a person has a relevant interest in securities that any of the following has:

(a) a body corporate in which the person’s voting power is above 20%;
(b) a body corporate that the person controls.

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Mr Michael Fotios currently holds in excess of 20% of Investmet. Accordingly, Mr Fotios will obtain a relevant interest in the Shares in which Investmet has a relevant interest in.

Investmet does not currently have a relevant interest in any Shares in the capital of the Company.

4.4 Item 7 of Section 611

Item 7 of Section 611 of the Corporations Act provides an exception to the prohibition described in Section 4.3 above, whereby a person may acquire a relevant interest in a company’s voting shares with shareholder approval.

On the assumption that Investmet subscribes for a maximum of 375,000,000 Shares in the Placement pursuant to its underwriting obligations and Mr Michael Fotios does not subscribe for any Shares in the Placement, Investmet and Mr Fotios may potentially acquire the following relevant interest in Shares:

Event	Shares to be issued	Shares held by Investmet	Total Shares on issue	Voting Power
Current	-	Nil	743,487,661	Nil
Acquisition of Shares pursuant to Swan Restructure Deed	-	262,386,710	743,487,661	35.29%
Option Shares	-	306,110,092	743,487,661	41.17%
Placement with Investmet Underwriting1	500,000,000	681,110,092	1,243,487,661	54.77%
Exemption Application Shares	37,500,000	718,610,092	1,280,987,661	56.10%
Conversion of Interim Loan2	150,000,000	868,610,092	1,430,987,661	60.70%
Conversion of Investmet Debt3	783,162,000	1,651,772,092	2,214,149,661	74.60%
Conversion of Stirling Debt4	125,000,000	1,651,772,092	2,339,149,661	70.61%

Note:

1 This assumes that the minimum amount raised is $10 million and Investmet takes up $7.5 million worth of Shares (as is Investmet’s minimum underwriting commitment).
2 This assumes that the Interim Loan is advanced after completion of the Placement and that the full amount of the Interim Loan ($3,000,000) is converted into Shares (outside of the Placement).
3 This assumes that Investmet elects to convert all but $5,000,000 of the Investmet Debt.
4 As set out in Section 1.2, in the event that Investmet elects to convert an additional $5,000,000 worth of debt, Stirling may elect to convert a proportionate amount. In this example, we have assumed that Stirling elects to convert the maximum amount of debt possible (being $2,500,000 or 125,000,000 Shares).

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In the event that Mr Fotios subscribes for Shares in the Placement pursuant to Resolution 7, the number of Shares that Investmet would be required to take up under the Placement pursuant to its underwriting obligations would be reduced to nil. Accordingly, in that case, both Investmet’s and Mr Fotios’ voting power would remain at a maximum of 74.60%. However, pursuant to Resolution 7, Mr Fotios has the ability to subscribe for up to the full amount of the Placement. In the event that Investmet subscribes for the full 875,000,000 Shares in the Placement, then both Investmet’s and Mr Fotios’ voting power could increase to 83.11%.

On the assumption that Investmet subscribes for all of the Shares in the Placement (i.e. 875,000,000 Shares), Investmet and Mr Fotios may potentially acquire the following relevant interest in Shares:

Event	Shares to be issued	Shares held by Investmet	Total Shares on issue	Voting Power
Current	-	Nil	743,487,661	Nil
Acquisition of Shares pursuant to Swan Restructure Deed	-	262,386,710	743,487,661	35.29%
Option Shares	-	306,110,092	743,487,661	41.17%
Placement with Investmet participating	875,000,000	1,181,110,092	1,618,487,661	72.98%
Exemption Application Shares	37,500,000	1,218,610,092	1,655,987,661	73.59%
Conversion of Interim Loan1	150,000,000	1,368,610,092	1,805,987,661	75.78%
Conversion of Investmet Debt2	783,162,000	2,151,772,092	2,589,149,661	83.11%
Conversion of Stirling Debt3	125,000,000	2,151,772,092	2,714,149,661	79.28%

Note:

1 This assumes that the Interim Loan is advanced after completion of the Placement and the full amount of the Interim Loan ($3,000,000) is converted into Shares (outside of the Placement).
2 This assumes that Investmet elects to convert all but $5,000,000 of the Investmet Debt.
3 As set out in Section 1.2, in the event that Investmet elects to convert an additional $5,000,000 worth of debt, Stirling may elect to convert a proportionate amount. In this example, we have assumed that Stirling elects to convert the maximum amount of debt possible (being $2,500,000 or 125,000,000 Shares).

4.5 Specific Information Required by Section 611 Item 7 of the Corporations Act and ASIC Regulatory Guide 74

The following information is required to be provided to Shareholders under the Corporations Act and ASIC Regulatory Guide 74 in respect of obtaining approval for Item 7 of Section 611 of the Corporations Act. Shareholders are

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also referred to the Independent Expert’s Report prepared by Stantons International Securities annexed to this Explanatory Statement.

Investmet Limited

Investmet is a well funded unlisted public company managed by experienced industry professionals and supported by private high net worth investors (including its directors and management). It was created to pursue a variety of investment opportunities in resource projects with strong future demand growth and to incubate, develop and enhance the value of these investments through financial, technical and corporate support.

Investmet is managed by Executive Chairman Michael Fotios, who is a geologist specialising in economic and structural geology, with extensive experience in exploration throughout Australia and overseas.

In the last three years Investmet has assisted and taken strategic positions in, as well as agreed strategic funding proposals with, several ASX listed resource companies, including Northern Star Resources Ltd, Pegasus Metals Limited, Target Energy Limited, Genesis Minerals Limited, General Mining Corporation Limited and Horseshoe Metals Limited.

Investmet has advised it intends to recapitalize the Company and provide sufficient funding to complete a review into recommencement of operations at the Carnegie and Mt Ida gold projects, including amongst other items thorough geological and economic reviews of resources, project data, exploration activities as required, and mine planning. Further details on the strategy for Swan are set out in Section 1.6.

Other than as disclosed elsewhere in this Explanatory Statement, the Company understands that Investmet and its associates:

(a) have no intention of making any significant changes to the business of the Company;
(b) have no intention of injecting further capital into the Company;
(c) have no intention of making changes regarding the future employment of the present employees of the Company;
(d)
do not intend to redeploy any fixed assets of the Company; and
(e) do not intend to transfer any property between the Company and Investmet.

These intentions are based on information concerning the Company, its business and the business environment which is known to Investmet at the date of this document.

Final decisions regarding these matters will only be made by Investmet in light of material information and circumstances at the relevant time. Accordingly, the statements set out above are statements of current intention only, which may change as new information becomes available to it or as circumstances change.

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Relevant Interests and Voting Power

As at the date of this Notice, Investmet does not have a relevant interest in any Shares of the Company . In the event that Resolutions 1 and 8 contained in this Notice are passed and implemented, Investmet’s relevant interest and voting power in the Company may potentially increase to a maximum of 79.28%.

However, it is unlikely that no investors will take up Shares under the Placement. To the extent that other investors subscribe for Shares under the Placement (including the Related Parties the subject of Resolutions 2 – 7), Investmet’s voting power would be reduced accordingly.

For example, Investmet’s voting power could be as low as 41.08%, assuming that:

(a) the Placement is fully subscribed by parties other than Investmet (therefore Investmet will be under no obligation to subscribe for Shares pursuant to its underwriting arrangements with the Company);
(b) the Call Option is not exercised;
(c) Swan converts the Interim Loan and the Investmet Debt to Shares (but not the additional $5,000,000 worth of debt as set out in Section 1.2);
(d) Investmet acquires 262,386,710 Shares under the Swan Restructure Deed;
(e) the Exemption Application is granted (and therefore the additional 37,500,000 Shares are not issued to Investmet).

Particulars of proposed acquisition and timing

The Shares to be issued and transferred to Investmet are the subject of Resolution 8. The particulars and timing for the issue and transfer of those Shares are outlined in Sections 1.2 and 1.4.

Reason for the proposed allotment and issue/transfer

The reasons for the proposed allotment and issue/transfer of the Shares to Investmet are set out in Section 4.1.

Advantages of the transactions

The Company will have adequate cash reserves to complete its stated objectives after paying out current accounts payable and current provisions.
Debts of approximately $20,663,240 owing to the Group Trust, Territory Trust, Mt Ida Trust, DCM and Stirling are to be assigned to Investmet meaning that there is incentive for Investmet to have the Company become a commercial success.
The proposal by Investmet may result in the Company’s projects being developed to their full potential.
Having Investmet as a significant shareholder may be an incentive to Investmet and other investors to invest in the Company going forward.

Disadvantages of the transactions

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Existing Shareholders will be substantially diluted as a result of the issue of Shares pursuant to the proposal.
The value of the Shares may be in excess of the Placement price of 2 cents per Share, particularly if the Carnegie and Mt Ida Gold Projects can increase their reserves and resources and move towards development.
The Company will have substantial debt to Investmet with a security over all of its assets and undertakings in favour of Investmet.

Directors Interests

Other than Mr Michael Fotios, Mr Peter Farris and Mr Damian Delaney, the current Directors of the Company do not have any interest in the outcome of Resolution 8. Mr Fotios and Mr Farris are both directors and shareholders of Investmet, while Mr Delaney is a minority shareholder in Investmet, and as such they all have an interest in the Resolution.

Directors Recommendation

The Directors of the Company, other than Mr Fotios, Mr Farris and Mr Delaney, recommend that Shareholders vote in favour of Resolution 8 on the basis that the Swan Restructure Deed is likely to result in the Company’s Shares being readmitted to quotation on the Official List of the ASX, the Company’s liabilities and obligations to the Creditors Trusts and DCM will be discharged and the Company will have sufficient capital moving forward to effectively explore its assets.

Independent Expert’s Report

The Independent Expert’s Report assesses whether the acquisition of Shares outlined in Resolution 8 is fair and reasonable to the Shareholders who are not associated with Investmet.

The Independent Expert’s Report also contains an assessment of the advantages and disadvantages of the proposed acquisition the subject of Resolution 8. This assessment is designed to assist all Shareholders in reaching their voting decision.

The Independent Expert has provided the Independent Expert’s Report and has provided an opinion that, notwithstanding a technical value per Share in excess of 2 cents each and taking into account the precarious financial position of the Company, the large debt levels and the factors in sections 4 – 6 of the Independent Expert’s Report, it believes the proposal as outlined in Resolution 8 is, on balance, fair and reasonable to the Shareholders of the Company not associated with Investmet. It is recommended that all Shareholders read the Independent Expert’s Report in full.

The Independent Expert’s Report is enclosed with this Notice of Meeting.

5. RESOLUTION 9 – APPROVAL TO GRANT SECURITY TO INVESTMET LIMITED

5.1 Background

As set out in Section 1.2(b), Investmet is required to pay certain amounts to the Trustee, DCM and Stirling in consideration for the acquisition of Shares in the Company and the release and discharge of all claims and security over the Company held by those parties (other than Stirling who will retain a debt of up to $5,000,000). As a result:

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(a) the Company will owe the equivalent amount to Investmet, being $20,663,240 (although up to approximately $15,663,240 may be converted into Shares);
(b) all security held by the Trustee and DCM over the Company will be discharged; and
(c) the Company will grant new security to Investmet to secure the Investmet Debt ( New Security ).

5.2 ASX Listing Rule 10.1

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

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

For the purposes of ASX Listing Rule 10.1, Investmet will be a substantial holder at the time the New Security is granted to Investmet.

Based on the Company’s Annual Report for the period ending 30 June 2010 (being the last accounts given to ASX), the Company’s total equity interests equated to an amount of $3,761,000. As a result, an asset will be deemed to be ‘substantial’ for the purposes of the Company if its value is at least 5% of this amount, being $188,050. The overall value of the security interest to be granted by the Company in favour of Investmet ($20,663,240) clearly exceeds this amount.

ASX deems the granting of a security interest over an asset to be a disposal of that asset. As a result, the Company will be deemed to be disposing of its assets to Investmet. Accordingly, Shareholder approval is being sought for the purposes of ASX Listing Rule 10.1 to the grant of a security interest as security over the assets of the Company in favour of Investmet.

In accordance with ASX Listing Rule 10.1, accompanying this Notice is an Independent Expert’s Report prepared by Stantons International Securities. The report concludes that the security interest proposed to be granted as security in favour of Investmet is fair and reasonable to the non-associated Shareholders.

The Independent Expert does note however, that if the Company fails to satisfy its repayment requirements under the Investmet Debt, Investmet may obtain the assets for a value which potentially is less than the actual net worth of the assets of Swan.

Please refer to the Independent Expert’s Report of this Notice for further details, and in particular the advantages and disadvantages of the transaction contemplated under this Resolution 9.

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6. RESOLUTION 10 – APPROVAL FOR CONVERSION OF STIRLING DEBT

6.1 General

Resolution 10 seeks Shareholder approval for the allotment and issue of 125,000,000 Shares upon conversion of the Stirling Debt. Details regarding the circumstances in which the Stirling Debt may be converted are set out in Section 1.2(b).

A summary of ASX Listing Rule 7.1 is set out in section 2.1 above.

At the date of this Notice, Stirling is not a related party but is a substantial Shareholder of the Company by virtue of holding 179,981,690 Shares (23.8%) in the Company. However, the Company does not consider that Stirling will be a related party or substantial Shareholder of the Company upon completion of the transaction contemplated by the Swan Restructure Deed as:

(a) Stirling will be transferring 88,053,475 and a significant number of Shares will be issued to parties other than Stirling as set out in this Notice; and
(b) the directors of the Company who are associated with DCM (which controls Stirling) do not control DCM.

As such, Shareholder approval has not been sought pursuant to ASX Listing Rule 10.11, Chapter 2E or Section 611 of the Corporations Act.

The effect of Resolution 10 will be to allow the Company to issue the Shares upon conversion of the Stirling Debt during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

6.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

(a) the maximum number of Shares to be issued is 125,000,000;
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the deemed issue price will be $0.02 per Share;
(d) the Shares will be allotted and issued to Stirling, who is not a related party of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) no funds will be raised from the Placement as the Shares are being issued on conversion of the Stirling Debt.

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7. RESOLUTION 11 - SECTION 195 APPROVAL

Section 195 of the Corporations Act provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered.

It is likely that each of the Directors has a material personal interest in the entry into and effecting of the Swan Restructure Deed as a result of the Swan Restructure Deed being between Swan, DCM and Investmet.

In this regard:

(a) Herbert Depisch Privatstiftung ( HDP ) is a trust which owns 100% of HHD Holding GMBH ( HHD ) which in turn holds 86% of DCM. Mr Martin Depisch is a beneficiary of HDP;
(b) Mr Depisch is the sole managing director of Bespoken Properties GmBH which has a consultancy agreement with DCM and includes a success fee in the event that the Group Restructure is completed;
(c) Dr Kornfeld is the managing director of both HHD and DCM; and
(d) Mr Damian Delaney is a consultant to, and minority shareholder in, Investmet;
(e) Mr Peter Farris and Mr Michael Fotios are both directors and shareholders of Investmet.

Accordingly, in the absence of this Resolution 11, the Directors may not be able to form a quorum at a directors meeting to resolve to enter into the Swan Restructure Deed.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve upon. To avoid doubt, Resolution 11 permits the Directors to enter into and give effect to the Swan Restructure Deed.

Due to the Directors, other than Mr Thomas Styblo, having a material personal interest in the entry into the Swan Restructure Deed, the Directors, other than Mr Thomas Styblo, give no recommendations on how Shareholders should vote on Resolution 11. Mr Styblo recommends shareholders vote in favour of Resolution 11.

This Explanatory Statement provides information that the Board believes to be material to the Shareholders in deciding whether or not to pass Resolution 11. The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to Resolution 11.

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SCHEDULE – SUMMARY OF THE DCM SHARE SALE AGREEMENT:

(a) ( Conditions Precedent ): The DCM Share Sale Agreement is conditional on satisfaction of the conditions precedent set out below, by 31 March 2012 (as extended by various letter agreements):
(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.
(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 DCM 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. Whilst the condition precedent satisfaction date has now passed, the DCM Share Sale Agreement remains in force and DCM has confirmed in writing that it will continue basic operational funding of the Company in accordance with the agreement.
(d) ( Representations and warranties ): The DCM 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

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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 DCM Share Sale Agreement is governed by the laws of Western Australia.

Notice of Meeting (Clean) 11_12_12 (874160_1)

GLOSSARY

$ means Australian dollars.

Acquisition has the meaning set out in Section 1.2(b).

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Azure Capital means Azure Capital Limited (ACN 107 416 106).

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).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

DCM means DCM DECOmetal GMBH.

DCM Share Sale Agreement has the meaning given to that term in the Schedule.

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Exemption Application has the meaning set out in Section 1.2(c).

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.

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Group Restructure means the restructuring and recapitalisation of the Company, Stirling and Redbank Copper Limited.

Group Restructure Deed means the Group Restructure Deed between Investmet and DCM dated 19 April 2012.

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
(b) 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).

Independent Expert means Stantons International Audit and Consulting Pty Ltd (trading as Stantons International Securities).

Independent Expert’s Report means the report prepared by the Independent Expert for the purposes of determining whether Resolutions 9 and 10 are fair and reasonable to the Company’s Shareholders which is enclosed with this Notice of Meeting.

Interim Loan has the meaning given to that term in Section 1.1.

Interim Loan Agreement has the meaning given to that term in Section 1.1 and the terms of which are described in 1.3.

Investmet means Investmet Limited (ACN 125 585 935).

Investmet Debt has the meaning set out in Section 1.2 and, for the avoidance of doubt, does not include the Interim Loan.

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).

Mt Ida Debt means the debt owed from the Company to MGMC as trustee for the Mt Ida Trust, being an amount of $1,230,400, 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.

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Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Placement has the meaning set out in Section 1.2(a).

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.

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

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 DCM 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 $6,700,000.

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;
(a) 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
(b) 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 Documents means the documents entered into to effect the Group Restructure and include the Swan Restructure Deed, the RCP Restructure Deed and the Group Restructure Deed.

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

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PO Box 1908 West Perth WA 6872 Australia

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Level 2, 1 Walker Avenue West Perth WA 6005 Australia

Tel: +61 8 9481 3188 Fax: +61 8 9321 1204

30 November 2012

ABN: 84 144 581 519 AFS Licence No: 418019 www.stantons.com.au

The Directors Swan Gold Limited 143 Hay Street SUBIACO WA 6008

Notwithstanding a technical value per Swan Gold share in excess of 2.0 cents each as noted below, in our opinion taking into account the precarious financial position of the Company and the large debt levels and the factors outlined in sections 4 to 6 of this report, the proposals as outlined in resolution 8 are on balance, fair and reasonable to the non-associated shareholders of Swan Gold at the date of this report.

In our opinion, notwithstanding the precarious financial position of the Company and the large debt levels and the factors outlined in sections 4 to 6 of this report, the proposals as outlined in resolution 9 are on balance, fair and reasonable to the nonassociated shareholders of Swan Gold at the date of this report.

Dear Sirs

RE: SWAN GOLD LIMITED (ABN 69 100 038 266) (“SWAN GOLD” OR “THE COMPANY”) - INDEPENDENT EXPERT’S REPORT PURSUANT SECTION 611 (ITEM 7) OF THE CORPORATIONS ACT 2001 RELATING THE PROPOSAL FOR INVESTMET LIMITED (“INVESTMET”) TO ACQUIRE 262,386,710 SHARES IN SWAN GOLD FROM EXISTING SHAREHOLDERS, SUBSCRIBE FOR UP TO 875,000,000 SHARES UNDER A PROPOSED PLACEMENT OF SHARES IN SWAN GOLD, THE POTENTIAL ISSUE OF 37,500,000 SHARES AND UP TO 150,000,000 SHARES TO INVESTMET AS DESCRIBED BELOW AND SUBSCRIBE FOR UP TO 783,162,000 SHARES IN SWAN GOLD BY CONVERTING DEBT INTO EQUITY. MEETING PURSUANT TO AUSTRALIAN SECURITIES EXCHANGE (“ASX”) LISTING RULE 10.1 ON INVESTMET TAKING A CHARGE OVER THE ASSETS AND UNDERTAKINGS OF SWAN GOLD

1. Introduction and Background

1.1 We have been requested by the Directors of Swan Gold to prepare an Independent Expert’s Report in accordance with Section 611 (Item 7) of TCA on the fairness and reasonableness of the proposals as outlined in resolutions 8 and 9 to the Notice of Meeting (“Notice”) and Explanatory Statement to Shareholders (“ESS”) to be distributed to the shareholders of Swan Gold in December 2012 for a meeting of Swan Gold shareholders to be held in January 2013.

1.2 On 22 May 2012, the Company announced a restructure of the Company via a Swan Gold Restructure Deed signed between Swan Gold, DECOmetal GmbH (“DCM”) and Investmet that included inter-alia the following transaction (the “Swan Gold Transactions”) (see below for subsequent changes):
Swan Gold will undertake a placement (“Swan Gold Placement”) of new Swan Gold shares at a price of 2.0 cents per share (“Swan Gold Placement Shares”) to raise a minimum of $7,500,000 (arranged and to be fully underwritten by Investmet) (minimum of 375,000,000 new shares) (subsequent to the Swan Gold Restructure Deed being signed, the Company has decided to seek shareholder approval to issue

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Liability limited by a scheme approved under Professional Standards Legislation

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up to 1,000,000,000 shares at 2.0 cents each, to raise up to $20,000,000 (now to be $15,000,000 but may be increased to $17,500,000 with the approval of SRE) but only 375,000,000 shares will be underwritten as noted below);

DCM will transfer 39,849,657 shares in Swan Gold to Investmet in consideration for a cash payment by Investmet to the Trustee of the Territory Trust of $6,700,000 in satisfaction of all claims by the Territory Trust (the amount owing to the Territory Trust was $13,476,902 but pursuant to an agreement dated 5 October 2011 between the Territory Group of companies and DCM, DCM acquired the debt for $6,700,000 and this is the amount that DCM is seeking to recover under the Swan Gold Restructure Deed);
The Group Trustee as trustee for the Group Trust will transfer 134,483,578 shares in Swan Gold to Investmet as consideration for a cash payment by Investmet to the Trustee of the Group Trust of $10,144,240 in satisfaction of all claims by the Group Trust;
The Group Trust will grant a call option to Investmet over 43,723,382 shares in Swan Gold at a price of 10 cents per share within 2 years after re-quotation of Swan Gold shares on ASX;
The existing charges over the Carnegie Gold assets in favour of the Territory Trust and Group Trust will be discharged and fresh security is to be granted by Swan Gold as required by Investmet;
Investmet will advance $1,230,000 to DCM in consideration of DCM discharging the existing charge over the Mt Ida assets. A fresh security is to be granted by Swan Gold as required by Investmet;
Part ($5,000,000) of the $7,589,000 loan owing to Stirling Resources Limited (“SRE”) by Swan Gold to the extent of $5,000,000 will be reassigned to DCM or nominee (subsequently, agreement was reached whereby DCM or nominee has the option to have the $5,000,000 debt repaid by converting the $5,000,000 loan to share equity into 250,000,000 shares at 2 cents each on the same terms and conditions as the Swan Gold Placement but the shares must be issued within three months of the shareholders meeting- refer resolution 8 and section 4.4.2 of the ESS) ;
DCM will provide funding to Swan Gold, up to the Completion Date (as defined); and
In the event that further funding is required by Swan Gold, Investmet will provide funding via a convertible note facility, the basic terms shall be as agreed between the parties. Investmet may lend up to $1,500,000 to Swan Gold and as a result be issued up to a further 75,000,000 shares in Swan Gold at a deemed issue price of 2 cents each (“Funding Shares”). The additional Funding Shares would only be in addition to the up to 375,000,000 shares being underwritten by Investment if Investmet lent the monies after the Swan Gold Placement has been completed. In the event that funds are loaned by Investmet before the completion of the Swan Gold Placement, any advances made to that date would form part of the minimum $7,500,000 Swan Gold Placement).

Also refer below for potential syndicated loan arrangements and appointment of new directors to Swan Gold.

In September 2012, Investmet agreed with DCM that Investment would take over the $4,200,000 debt owing to DCM by Swan Gold as at 31 July 2012 at a cost of $4,200,000 (the debt was $3,950,000 as at 30 June 2012 plus a further advance of $250,000 made by DCM to Swan Gold in July 2012). Agreement was reached that Investmet has the ability, if it so wishes, to convert such debt ($4,200,000) to shares in Swan Gold at 2 cents per share. Refer paragraph 1.7 below.

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Due to the ASX insisting on a Chapter 1 and Chapter 2 application being made in relation to Stirling being re-listed on ASX, a new Term Sheet was entered into by DCM and Investmet that altered the above proposed Swan Gold Transactions and the originally proposed Redbank Copper Limited (“Redbank”) Transactions noted below. The amended Restructure Transactions involving Swan Gold are now as follows:

DCM in its capacity as the sole beneficiary of the Territory Trust will transfer 39,849,657 shares in Swan Gold and Investmet will acquire the $6,700,000 debt due by Swan Gold to the Territory Trust;
The Trustee of the Group Trust will transfer 134,483,578 shares in Swan Gold and Investmet will acquire the $10,144,240 debt due to the Group Trust by Swan Gold;
DCM in its capacity as the sole beneficiary of the Mt Ida Trust will transfer NIL shares in Swan Gold and Investmet will acquire the $1,230,000 debt due by Swan Gold to the Mt Ida Trust;
Investmet will acquire $2,589,000 of the $7,589,000 debt due by Swan Gold to SRE and SRE will transfer 88,053,475 shares in Swan Gold to Investmet;
Investmet may convert up to a further $5,000,000 of its debt (acquired as noted above) into share equity at 2 cents per share (up to a further 250,000,000 shares in Swan Gold). If Investmet elects to convert an amount of debt, SRE has the right to convert an amount of debt equal to half the amount of debt that Investmet has elected to convert (a maximum of $2,500,000 at 2 cents per share – 125,000,000 shares in Swan Gold could be issued to SRE);
If Investmet does not convert enough cash such as to satisfy any financial conditions on Swan Gold at Completion imposed by the ASX (i.e. $1,000,000 of cash net of liabilities or other number prescribed by ASX), SRE may convert such amount of debt as will entitle Swan Gold to meet the ASX condition; and
The minimum subscription from the Swan Gold Placement is to be $10,000,000 (but Investmet is only underwriting to the extent of $7,500,000). The Company may raise $15,000,000 (750,000,000 shares at 2 cents each) but with the approval of SRE may increase the Capital Raising (the Swan Gold Placement) to $17,500,000 (875,000,000 shares).

Thus 262,386,710 shares as noted above in Swan Gold will be transferred to Investmet.

Following Completion, Investmet will convert the following debts owing to it by Swan Gold into 533,162,000 shares at a deemed issue price of 2 cents each (total debts converted $10,663,240);

$8,074,240 of the trust debts acquired above ($10,000,000 balance will remain as debt in Swan Gold owing to Investmet); and
$2,589,000 debt acquired from SRE as noted above.

The parties acknowledge that the final amount of debt held by Investmet to be converted may be higher subject to the level of additional interim funding provided by Investmet from the date of the Term Sheet It is expected that on Completion, Investmet may be owed approximately $3,000,000 (currently $750,000 as at mid November 2012) and that on Completion up to 150,000,000 shares will be issued to Investmet at 2 cents each to eliminate a temporary debt of up to $3,000,000. The 563,300,000 shares are known as the Debt Conversion Shares and the up to 150,000,000 shares noted above are known as the Funding Shares. The potential additional 250,000,000 shares that may be issued to Investmet are known as the Elective Debt Shares.

Swan Gold will undertake an up to $15,000,000 capital raising by the issue of shares at 2 cents each effective on Completion (750,000,000 shares) of which Investmet will underwrite for $7,500,000 (375,000,000 shares) on normal commercial terms. The

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Company may raise $15,000,000 (750,000,000 shares at 2 cents each) but with the approval of SRE may increase the Capital Raising (the Swan Gold Placement) to $17,500,000 (875,000,000 shares). In effect, the potential maximum number of shares under the Swan Gold Placement is up to 875,000,000.

As noted above, a further up to 250,000,000 Elective Debt Shares may be issued to Investmet at 2 cents per share to convert up to $5,000,000 of debt due to Investmet.

After Completion, Swan Gold will pay $4,200,000 of debt owing to DCM from the proceeds of the Swan Gold Capital Raising.

Assuming the 375,000,000 Capital Raising Shares being underwritten by Investmet are taken up by Investmet and an initial 533,162,000 of the Debt Conversion Shares are issued to Investmet and 150,000,000 Funding Shares are issued to Investmet, Investmet’s shareholding post Completion and the minimum Capital Raising (of $10,000,000) will initially be 1,320,548,710 representing approximately 68.54% of the expanded issued capital of Swan Gold (1,926,649,661 shares on issue). This is before the issue of 37,500,000 shares relating to exemption application shares (see below) (Investmet approximately 67.22% after the issue of 37,500,000 exemption application shares). In the event that Investmet converted a further $5,000,000 of debt acquired from other parties as noted above, Investmet would be issued a further up to 250,000,000 Elective Debt Shares in Swan Gold and Investmet’s shareholding could increase to 1,570,548,710 or approximately 72.15% of the expanded issued capital (2,176,649,661 shares on issue) of the Company (assuming the minimum capital raising of $10,000,000) approximately 72.63% if the 37,500,000 exemption application shares are issued and retained by Investmet). Tables 4.4 in the ESS refer to possible shareholding interests of Investmet.

1.3 The recapitalisation and completion of the Transactions relating to Swan Gold are all part of a complete restructure of the Company, SRE (now not going ahead as originally envisaged), Redbank and MZI Resources Limited (formerly called Matilda Zircon Limited) (“MZI”). The Swan Restructure Deed was one of three Restructure Deeds entered into. The other restructure deeds are the Group Restructure Deed entered into between Investmet and DCM and the SRE and Redbank Restructure Deed between SRE, Redbank, Investmet and DCM (dated 16 May 2012) (subsequently revised via the Term Sheet and details noted above and below).
1.4 The original SRE and Redbank Restructure Deed refers to a restructure of SRE and Redbank and this includes SRE buying back from DCM the shares held by DCM in SRE, the consideration for which is:
SRE will transfer to DCM or nominee one fully paid share comprising the entire issued capital in its wholly owned subsidiary, Stirling Zircon Pty Ltd (“Stirling Zircon”) (that owns approximately 29.57% of the ASX listed company, MZI as at 20 September 2012);
SRE will assign to DCM or nominee $1,000,000 owed to SRE to MZI;
SRE will assign to DCM or nominee $5,000,000 owed to SRE by Swan Gold;
SRE will assign to DCM or nominee $1,690,000 owed to SRE by Redbank;
Any existing security by SRE in the loans to MZI, Swan Gold and Redbank will either be transferred to DCM or nominee or discharged and replaced with the same security in favour of DCM or nominee and any additional security required by DCM or nominee will be granted by the relevant charge pursuant to loan syndicate arrangements;
SRE will procure that its wholly owned subsidiary, Stirling Gold Pty Ltd (“Stirling Gold”) transfers 74,348,766 shares in Swan Gold to DCM or nominee;

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SRE will procure that its wholly owned subsidiary, Stirling Copper Pty Ltd (“Stirling Copper”) transfers 39,263,026 shares in Redbank to DCM or nominee;
DCM will forgive the Forgiven Debt (refer below) and will release SRE and Stirling Zircon from the obligations to pay the Forgiven Debt. The Forgiven Debt means a liability of $2,600,000 from SRE to DCM plus all accrued and outstanding interest; means a liability of $5,050,000 from SRE to DCM plus all accrued and outstanding interest; and a liability of $10,000,000 plus interest from Stirling Zircon to DCM plus all further accrued and outstanding interest;
SRE will transfer $4,000,000 in cash to DCM or nominee after Completion (as defined) of a fundraising to raise funds of up to $7,500,000 where such fundraising will consist of the placement undertaken by SRE at 1 cent per share to sophisticated investors.
1.5 In addition, the SRE and Redbank Restructure Deed proposed the following:
SRE will cancel the shares held by DCM in SRE (minimum of 326,000,000 shares held by DCM out of 351,000,000 shares held by DCM (326,000,000 shares) and its associated parties (25,000,000 shares) in SRE);
DCM will use its best endeavours to increase the number of shares held by DCM in SRE to be bought back up to a total of 351,000,000 shares in SRE, for no additional cost;
Investmet will fully underwrite the above-mentioned SRE and Redbank placements, on terms reasonably acceptable to Investmet, SRE and Redbank respectively;
SRE and Redbank agree to appoint Azure Capital Limited (‘Azure”) as lead arranger to the abovementioned placements by SRE and Redbank, on terms reasonably acceptable to SRE and Redbank respectively;
All existing share options DCM holds in SRE and Redbank (see above) will be cancelled for nil consideration (the share options expired on 30 June 2012);
Investmet and DCM intend to establish syndicated loan arrangements with SRE and/or Redbank and Swan Gold to include general security interests over their respective assets, incorporating a two year moratorium on principal repayments ant at the end of the two year moratorium, the applicable of SRE and Redbank and Swan Gold may elect to repay the debt or require conversion at a price to be agreed between the parties;
Prior to Completion, Investmet has the right to appoint two nominees to each of the Boards of SRE, Redbank and Swan Gold however a nominee of DCM will be the chairman of both the SRE and Redbank boards. At Completion, Investmet has the right to appoint a further two nominee directors to the boards of SRE, Redbank and Swan Gold (refer section 2.3 of this report);
Redbank will undertake a placement of new Redbank shares at a price of 0.5 cents per share to raise up to $5,000,000 (arranged and underwritten by Investmet) (up to 1 billion new shares). If Redbank does not raise the entire $5,000,000, Redbank will undertake a rights issue to raise the additional amount (Redbank is now to request shareholders to approve an issue of shares to raise up to $10,000,000 at 0.5 cents each;
DCM will provide funding to Redbank of up to $400,000 per month, up to the Completion Date of the Transaction, to partly repay the intercompany debt owed by Redbank to SRE, as well as fund ongoing commitments. In the event that further funding is required by SRE or Redbank, DCM and Investmet will negotiate in good faith a facility agreement or other financing arrangements and a security package, which will be determined by Investmet in its absolute discretion;
All existing share options DCM holds in Redbank will be cancelled for nil consideration (900,000 share options expired in any event on 30 June 2012).

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1.6 The transactions (“the Transactions”) under either the Swan Gold Restructure Deed and the SRE and Redbank Restructure Deed were subject to a number of conditions, including inter-alia;
SRE, Redbank and Swan Gold obtaining all necessary shareholder and regulatory approvals;
SRE, Redbank and Swan Gold each having received a copy of any third party consent, or waiver from any third party, required;
each of the Transaction Documents (see below) required to effect the restructure and recapitalisation of SRE, Redbank and Swan Gold (“the Restructured Entities”) being executed by each of the relevant parties to those documents on or around the date of the Group Restructure Agreement between DCM and Investmet dated 19 April 2012, other than for the MGMC Pty Ltd (“MGMC”) Trustee Deed Poll which must be executed by the Trustee (MGMC) within 20 business days of the date of the Restructure Deed;
the conditions under each Transaction Documents being satisfied or waived in accordance with the relevant Transaction Documents, including the need for any shareholder approval under Section 611 (Item 7) of the Corporations Act 2001 by any of the shareholders of the Restructured Entities;
the warranties made by SRE, Redbank and Swan Gold in the various Restructure Deeds being true, accurate and complete at all times up to Completion;
termination of the agreement between La Jolla Cove Investors Inc (“La Jolla”) and Redbank dated 4 December 2009 on terms reasonably satisfactory to Investmet;
agreements on the terms of the documents relating to loan syndicate arrangements by all parties to those documents other than any third party financier;
the Recapitalisation Deed entered into between MGMC (as Trustee), SRE and other parties dated 21 June 2009 (as amended) being terminated with no further liability for any third party to that deed;
the Trustee of the Group Trust, Mt Ida Trust and the Territory Trust agree in writing to the transactions involving Swan Gold;
the share sale agreement between Swan Gold and DCM dated 18 August 2011 (as varied) being terminated on Completion with no further liability for either party.

The Transaction Documents in the original SRE and Redbank Restructure Deed referred to above means:

the SRE and Redbank Restructure Deed;
the Group Restructure Deed;
the Facility Agreement (as defined) and any document defined as a Transaction Document in that document;
the Swan Gold Restructure Deed between Investmet, DCM and Swan Gold;
the MGMC Trustee Deed Poll by MCMC Pty Ltd as Trustee of the Group Trust, the Mt Ida Trust and the Territory Trust (as all defined) (all relate to a previous recapitalisation of Swan Gold); and
any other document or arrangements effecting the Group Restructure (restructuring and recapitalisation of the Restructured Companies), which Investmet and DCM notifies in writing to the other Parties as being a Transaction Document.

Due to the ASX insisting on a Chapter 1 and Chapter 2 application being made in relation to SRE being re-listed on ASX, a new Term Sheet was entered into by DCM and Investmet that altered above the proposed Swan Gold Transactions and the originally proposed Redbank Transactions noted above. The amended Restructure Transaction involving Swan Gold is noted as above and the amended Redbank Transactions are noted below:

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The rights and obligations of SRE in that document will be of no force and effect;
The capital raising to be undertaken by Redbank will be increased up to $10,000,000 (at 0.5 cents per share) (200,000,000 shares) of which $5,000,000 (100,000,000 shares) will be underwritten by Investmet;
SRE will procure that Stirling Copper transfers 68,876,665 shares in Redbank to Investmet; At Completion, Investmet will convert $750,000 of debt due by Redbank to Investmet into 150,000,000 ordinary shares in Redbank at 0.05 cents per share. The parties acknowledge that the final amount of debt held by Investmet to be converted may be higher subject to the level of additional interim funding provided by Investmet from the date of the Term Sheet.
After Completion, Redbank will pay DCM $3,300,000 and SRE $890,000 (totalling $3,190,000) with the proceeds from the capital raising by Redbank;
The debt of $890,000 is to be repaid or converted into ordinary shares (at 0.05 cents each) on Completion at the election of Redbank. The parties agree to negotiate in good faith that the debt will remain after Completion such that the debt is governed by the Loan Syndicate Arrangements.
1.7 Resolution 8, inter-alia seeks shareholder approval to allow Investmet to underwrite up to 375,000,000 shares to the Swan Gold Placement, allow Investment to subscribe for the further 375,000,000 shares over and above the underwriting commitment assuming a capital raising of $15,000,000 (a total of 750,000,000 shares) (and up to a further 500,000,000 shares if the capital raising is increased to $17,500,000 that requires SRE approval - 875,000,000 shares would be issued), allow the acquisition by Investmet of a relevant interest in 39,849,657 existing shares currently owned by DCM (“DCM Sale Shares) and 134,483,578 shares in the Company from the Group Trustee referred to above (“Group Trustee Sale Shares”) (collectively known as the “Sale Shares”) (174,333,235 Sale Shares), allow Investment to acquire 88,053,475 shares in Swan from SRE, allow Investmet to acquire a further 43,723,382 shares in Swan Gold held by the Group Trust at 10 cents per share within 2 years after re-quotation of Swan Gold shares on the ASX (“the Option Shares”); allow the issue of 37,500,000 shares and allow up to 150,000,000 Elective Debt Shares as noted above. The DCM Sale Shares represent approximately 5.36% of the current issued share capital of Swan Gold as at 29 November 2012 and the Group Trustee Sale Shares represent 18.09% of the current issued share capital of Swan Gold as at 29 November 2012. Collectively the Sale Shares represent 23.45% of the current issued share capital of Swan Gold as at 29 November 2012. Furthermore, resolution 8 seeks shareholder approval for Investment to convert debt totalling $8,074,240 that Investmet is to acquire from either DCM or the Group Trust ($10,000,000 will remain), $2,589,000 of debt acquired from SRE and up to $3,000,000 that may be owed by Swan Gold to Investmet as part of the amended Swan Gold Restructure Deed and funding facility. The debts totalling $10,663,240 (excludes the up to $3,000,000 temporary debt financing) are known in this report as the Swan Debts. The proposed conversion price is to be 2 cents per share and thus Investmet will subscribe for a further 533,162,000 Debt Conversion Shares in Swan Gold.

Once this has occurred and all other shares were issued to Investmet as allowed for under resolution 8 (except the Elective Debt Shares and the Option Shares) (including the 37,500,000 free shares and up to 150,000,000 Funding Shares noted below), Investmet could hold up to 1,358,048,710 shares in Swan Gold, representing approximately 68.98% of the expanded issued capital of Swan Gold (1,964,149,661 shares would be on issue). If the Option Shares were also acquired by Investmet, Investmet’s shareholding in Swan Gold could total up to 1,401,772,092 shares representing approximately 71.37% of the issued share capital of Swan Gold). The percentages may be lower as it is the intention of Investmet that the 37,500,000 free shares as noted below would be assigned to other parties not associated with Investmet. In addition, resolution 8 allows for the issue to Investmet of up to 250,000,000 Elective Debt Shares at 2 cents each if Investmet elects to convert up to $5,000,000 of debt into share equity in Swan Gold.

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In the event that Investmet elected to convert $5,000,000 of debt to share equity in Swan Gold, Investmet’s percentage interest in Swan Gold could increase by up to 250,000,000 Elective Debt Shares to approximately 72.63% (1,608,048,710 shares held by Investmet out of 2,214,149,661 shares on issue) (assuming the minimum subscription of $10,000,000 and the free shares being issued but not held by Investmet). The above percentages assume Investmet only takes up 375,000,000 shares from the Swan Gold Placement and not the full 500,000,000 from the $10,000,000 Capital Raising. Section 4.2 of the ESS refers to possible percentages of Investmet if Investmet took up shares pursuant to the Swan Gold placements (based on 375,000,000 out of 500,000,000 shares and all of the 875,000,000 shares).

An additional 37,500,000 shares in Swan may be issued to Investmet if certain exemption applications are refused as noted below (“the Free Shares”). The Company’s wholly owned subsidiary, Siberia, is a party to a hearing before the Perth Warden regarding an application for exemption from the expenditure conditions under the Mining Act 1978 (WA) in respect of Mining Leases 16/262, 16/263, and 16/264 (Exemption Tenements) for the year ending on 11 March 2011 (Exemption Application). In the event that the Warden refuses to grant the Exemption Application to Siberia (and consistent with the general policy of the Department of Mines and Petroleum) it is likely that the Warden will commence proceedings for the forfeiture of the Exemption Tenements. In the event the Exemption Application is refused, the Company has agreed to allot and issue a further 37,500,000 shares to Investmet for no consideration. Investmet has advised that its intention is to transfer these shares (37,500,000 Free Shares in total) to those parties taking up shares under the Swan Gold Placement to reimburse them for the likely forfeiture of the Exemption Tenements. Resolution 8 also allows the issue to Investmet of the up to 37,500,000 Free Shares, allows the 174,333,235 Sale Shares to be transferred to Investmet and allows Investmet to acquire 88,053,475 shares in Swan Gold from SRE (a total of 299,886,710 shares could be held by Investmet ignoring any shares issued to Investmet pursuant to the underwriting obligation).

Resolution 1 seeks shareholder approval to issue up to 875,000,000 shares in Swan Gold at 2.0 cents per share to Investmet or sophisticated investors to raise up to $17,500,000 (the minimum raised will be $10,000,000 – 500,000,000 shares at 2.0 cents each). Swan Gold will undertake an up to $15,000,000 capital raising by the issue of shares at 2 cents each effective on Completion (750,000,000 shares) of which Investmet will underwrite for $7,500,000 (375,000,000 shares) on normal commercial terms. In effect, the potential maximum number of shares under the Swan Gold Placement is up to 875,000,000 if $17,500,000 is raised. As noted above, a further up to 250,000,000 shares may be issued to Investmet at 2 cents per share to convert up to $5,000,000 of debt due to Investmet.

Resolutions 2 to 6 requests approval to issue up to 50,000,000 shares each to various parties that are deemed Related Parties as noted in section 3 of the ESS attached to the Notice. Resolution 7 allows the issue of up to 875,000,000 shares to Michael Fotios that is deemed to be associated with Investmet.

Resolution 9 refers to the proposal to grant a first ranking security interest (charge) over the assets and undertakings of Swan Gold. ASX Listing Rule 10.1 provides that an entity (or any of its subsidiaries) must not acquire a substantial asset from, or dispose of a substantial asset to, inter alia, a related party or a substantial holder (if the person and the person’s associates have a relevant interest, or had a relevant interest at any time in the 6 months before the transaction, in at least 10% of the total votes attached to the voting securities). An asset is substantial if its value, or the value of the consideration for it is, or in ASX’s opinion is, 5% or more of the equity interests of the company as set out in the latest accounts given to ASX under the Listing Rules. For the purposes of ASX Listing Rule 10.1, Investmet will be a substantial holder at the time the New Security is granted to Investmet. Based on the Company’s Yearly Report for the year ending 30 June 2010 (being

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the last accounts given to ASX), the Company’s total equity interests equated to an amount of $3,761,000. As a result, an asset will be deemed to be ‘substantial’ for the purposes of the Company if its value is at least 5% of this amount, being $188,050. The overall value of the security interest to be granted by the Company in favour of Investmet (may be $28,130,000) clearly exceeds this amount. ASX deems the granting of a security interest over an asset to be a disposal of that asset. As a result, the Company will be deemed to be disposing of its assets to Investmet. Accordingly, shareholder approval is being sought for the purposes of ASX Listing Rule 10.1 to the grant of a security interest as security over the assets of the Company in favour of Investmet.

We have been requested to form an opinion as to whether the granting of a charge to Investmet over the assets of the Swan Gold Group is fair and/or reasonable to the shareholders of Swan Gold not associated with Investmet.

Investmet is to act as the underwriter to the Swan Gold Placement to the extent of $7,500,000 (375,000,000 shares) but in the event that it is required to cover a shortfall in full, Investmet could obtain an approximate 65.89% shareholding interest in Swan Gold (assuming the Swan Gold Placement is limited to $10,000,000 and Investmet takes up 375,000,000 of such shares) and could thus obtain a total shareholding interest in Swan Gold of 1,170,548,710 shares (being the 174,333,235 Sale Shares noted above plus a maximum of 375,000,000 shares, 533,162,000 shares on debt conversion and 88,053,475 shares in Swan Gold being acquired from SRE) out of 1,776,649,661 shares that would be on issue) in Swan Gold following the above Transactions being consummated (but before the issue of the 150,000,000 Funding Shares). In the event that the 37,500,000 Free Shares noted above were issued to Investmet, Investmet’s potential interest in the issued shares of Swan could increase to 1,208,048,7100 shares or approximately 66.59% (there would be 1,814,149,661 shares on issue). As noted, the 37,500,000 Free Shares, if issued, are proposed to be transferred to investors who take up shares under the Swan Gold Placement.

In the event that a further 150,000,000 Funding Shares were issued to Investmet on conversion of advances (of up to $3,000,000) made by Investmet, the shareholding interest of Investmet could increase to 1,320,548,710 shares (out of 1,926,649,661 shares on issue) representing an approximate 68.54% shareholding interest in Swan Gold. Resolution 7 refers to the approval for Mr Fotios to subscribe for up to 875,000,000 Shares in the Swan Gold Placement (assumes the possibility of an up to $17,500,000 capital raising with the approval of SRE). The above percentages incorporate the Debt Conversion Shares but exclude the Free Shares and the Option Shares noted in paragraph 1.7 above. If the Option Shares were transferred to Investmet, the maximum percentage ownership of Investmet in Swan Gold would approximate 83.10% including the Free Shares being issued to Investmet and approximately 81.65% excluding the Free Shares being owned by Investmet (this assumes that Investmet applies for a total of 875,000,000 shares under the Swan Gold Placement which would require SRE’s approval). Assuming the Swan Gold Placement of $15,000,000, if the Option Shares were transferred to Investmet, the maximum percentage ownership of Investmet in Swan Gold would approximate 80.25% including the Free Shares being issued to Investmet and approximately 78.55% excluding the Free Shares being owned by Investmet. In the event that a further 250,000,000 Elective Debt Shares were issued to Investmet and no shares issued to SRE (SRE can elect to issue to convert up to $2,500,000 of debt to shares in Swan Gold), Investmet’s shareholding could increase to approximately 80.48% (and approximately 78.95% if the Free Shares are issued and not kept by Investmet (all percentages assume 150,000,000 Funding Shares are issued to Investmet and the 533,162,000 Debt Conversion Shares are issued to Investmet and Investmet subscribes for all of the 750,000,000 Swan Placement Shares but excludes the 43,723,382 Option Shares).

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Post the placement of 500,000,000 shares to sophisticated investors as noted above (at 2.0 cents per share to raise a minimum gross $10,000,000) and assuming Investmet took up none of the Swan Gold Placement Shares, Investmet would hold an approximate 49.08% shareholding interest in Swan Gold (945,548,710 shares being the 174,333,235 Sale Shares, 88,053,475 shares from the acquisition of $2,589,000 of debt from SRE, 533,162,000 shares from the conversion of $10,633,240 of Swan Debt and the assumes issue of 150,000,000 Funding Shares) and collectively the new investors would have a shareholding interest of approximately 25.95% (500,000,000 shares). As part of the recapitalisation and restructuring of Swan Gold (and Redbank), DCM or nominee is to sell 39,849,657 shares in Swan Gold to Investmet. DCM’s or nominee’s shareholding interest would decrease from 50,256,907 shares (approximately 6.76%) to 10,407,250 shares in Swan Gold representing an approximate 0.54% and the Group Trustees shareholding interest (held by MGMC as Trustee for the Group Trust) would reduce to approximately 2.27% (43,723,382 shares in Swan Gold) after the issue of 500,000,000 Capital Raising Shares and 533,162,000 Debt Conversion Shares and the 150,000,000 Funding Shares as noted above. Stirling Gold Pty Ltd would own approximately 4.62% (88,928,215 shares). The remaining shareholders (not associated with Investmet, DCM, the Group Trustee, SRE and the new investors) would hold approximately 17.54% of the expanded issued capital of the Company (338,042,104 shares). There would be a total of 1,926,649,661 shares on issue. As noted above, a further 37,500,000 Free Shares may be issued. As noted above, Investmet may also elect to receive a further 250,000,000 Elective Debt Shares. Section 4 of the Explanatory Statement attached to the Notice, provides potential shareholding interests of Investment following the approval and consummation of resolutions 1 to 11.

Apart from this introduction, this report considers the following:

Summary of opinion
Implications of the proposals
Corporate history and nature of business
Future direction of Swan Gold
Basis of valuation of Swan Gold
Premium for control
Fairness and reasonableness of the proposals pursuant to resolutions 8 and 9
Conclusion as to fairness and reasonableness
Sources of information
Appendix A and B and our Financial Services Guide
1.9 Under Paragraph 606 of TCA, a person must not acquire a relevant interest in issued voting shares in a company if because of the transaction, that persons’ or someone else’s voting power in the company increases:
(a) from 20% or below to more than 20%; or (b) from a starting point that is above 20% and below 90%.

Under Section 611 (Item 7) of TCA, Section 606 does not apply in relation to any acquisition of shares in a company by resolution passed at a general meeting at which no votes were cast in favour of the resolution by the acquirer or the disposer or their respective associates. An independent expert is required to report on the fairness and reasonableness of the transactions noted in resolution 3 pursuant to a Section 611 (Item 7) meeting.

1.10 Under ASIC Regulatory Guideline 111 “Contents of Expert Reports” an Independent Expert’s Report is required to report on the fairness and reasonableness of the transactions pursuant to resolutions 8 and 9. The Swan Gold directors have requested Stantons International Securities to prepare an Independent Expert’s Report to assist the shareholders

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in determining how to vote on resolutions 8 and 9 as outlined in the Notice and the Explanatory Statement.

1.11 In determining the fairness and reasonableness of the Swan Gold proposals with Investmet (to acquire 174,333,235 Sale Shares from existing shareholders, acquiring 88,053,475 shares in Swan Gold from SRE, the right to acquire the Option Shares, the potential issue of the 37,500,000 Free Shares, the potential issue of a further 150,000,000 Funding Shares, the issue up to 375,000,000 shares to Investmet, the potential issue of 533,162,000 Debt Conversion Shares to Investmet and up to a further issue of 250,000,000 Elective Debt Shares), we have had regard for the definitions set out by the Australian Securities and Investments Commission (“ASIC”) in its Regulatory Guide 111, “Content of Expert Reports”. Regulatory Guide 111 states that an opinion as to whether an offer is fair and/or reasonable shall entail a comparison between the offer price and the value that may be attributed to the securities under offer (fairness) and an examination to determine whether there is justification for the offer price on objective grounds after reference to that value (reasonableness). The concept of “fairness” is taken to be the value of the offer price, or the consideration, being equal to or greater than the value of the securities in the above mentioned offer. Furthermore, this comparison should be made assuming 100% ownership of the “target” and irrespective of whether the consideration is scrip or cash. An offer is “reasonable” if it is fair. An offer may also be reasonable, if despite not being ”fair”, there are sufficient grounds for security holders to accept the offer in the absence of any higher bid before the close of the offer. It also states that, where an acquisition of shares by way of an allotment is to be approved by shareholders pursuant to Section 611 (Item 7) of TCA, it is desirable to commission a report by an independent expert stating whether or not the proposal is fair and reasonable, having regards to the proposed allottees and whether a premium for potential control is being paid by the allottees. Although in this case the proposed Swan Gold Placement and the transfer of Sale Shares to Investmet is not a takeover offer, we have considered the general principals noted above to determine our opinions on fairness and reasonableness pertaining to the proposals under resolution 8.

Accordingly, our report relating to the transfer of the Sale Shares and transfer of 88,053,745 shares in Swan Gold from SRE to Investmet (where Investmet could obtain an approximate 35.29% interest in the current share capital of Swan Gold and following the Swan Gold Placement Transaction (say to raise the minimum $10,000,000) and the Debt Conversion Investmet could obtain a relevant interest of approximately 65.89% (and possibly up to approximately 69.14% if the Free Shares and Funding Shares are issued to Investmet and Investment takes up 375,000,000 of the minimum 500,000,000 Swan Gold Placement Shares) is concerned with the fairness and reasonableness of the proposals with respect to the existing non-associated shareholders of Swan Gold and whether Investmet would be paying a premium for potential control. If the Option Shares were also acquired by Investmet, Investmet’s shareholding in Swan Gold could total up to 1,401,772,092 shares representing approximately 71.37% of the issued share capital of Swan Gold (assuming Investmet took up 375,000,000 shares pursuant to the underwriting commitment and the 37,500,000 Free Shares were not transferred to other parties). If the 250,000,000 Elective Debt Shares were also issued, Investmet’s shareholding may approximate 74.60% (1,651,172,092 shares) of the expanded issued capital of Swan Gold assuming the Option Shares and Free Shares were owned by Investmet (2,214,149,661 shares would be on issue).

It is our view that taking into consideration the serious cash flow problems of Swan Gold, that it is appropriate to assess the fairness and/or reasonableness of both the transfer of the Sale Shares to Investmet, the issue of 563,200,000 Debt Conversion Shares on the $10,663,240 debt conversion and the possibility of Investmet taking up 375,000,000 of the Swan Gold Placement Shares, the 37,500,000 Free Shares and the possible up to 150,000,000 Funding Shares collectively (known in this report as the “Swan Gold Transactions”).

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1.12 Notwithstanding a technical value per Swan Gold share in excess of 2.0 cents each as noted below, in our opinion taking into account the precarious financial position of the Company and the large debt levels and the factors outlined in sections 4 to 6 of this report, the proposals as outlined in resolution 8 are on balance, fair and reasonable to the non-associated shareholders of Swan Gold at the date of this report.

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 certain subsidiaries of Swan Gold prepared by Agricola Mining Consultants Pty Ltd (dated 3 October 2012) (“Agricola”) a copy of which is attached as Appendix B to this report. The author of the Agricola Valuation Report is Malcolm Castle.

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

2. Implications of the Proposals

2.1 As at 29 November 2012, there are 743,487,661 fully paid ordinary shares on issue in Swan Gold. The significant fully paid shareholders as disclosed in the Top 20 shareholders list are:

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

2.2 The top twenty fully paid shareholders as at 16 July 2012 own approximately 76.85% of the current issued capital. On 2 July 2012, 39,849,657 shares in Swan Gold were acquire by DCM from Territory Gold Pty Ltd pursuant to an Acquisition Agreement (22,304,629 shares) and a Share Sale Agreement dated 3 May 2012 (17,545,028 shares) at a total cost of $87,332.96 (approximately 0.219 cents per share). DCM’’s relevant interest in Swan Gold shares is thus deemed to be 50,256,907 (it had a deemed beneficial interest in 10,407,250 shares in Swan Gold but not all of these are noted in the share registry in the name of DCM).
2.3 The Board of Directors is expected to change in the near future as a result of the Swan Gold Transactions. The directors as at 23 July 2012 were Keith Vuleta, Allan Brown and Ian Price who resigned as directors on 27 July 2012. Investmet has the right to appoint two nominees to the Board of Swan Gold. On 27 July 2012, Messrs G Kornfield, Martin Depisch (all DCM representatives) and Damian Delaney (Investmet representative) were appointed directors of the Company. On 17 September 2012, Mr Thomas Stylbo (nominated by DCM), Mr Michael Fotios (an Investmet representative) and Mr P Farris (an Investmet representative) were appointed directors of the Company. The DCM representatives may step down as Directors of Swan Gold following completion of the Swan Gold Transactions.

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2.4 If shareholders approve all resolutions and the recapitalisation of Swan Gold is completed (with a minimum Swan Gold Placement of 500,000,000 shares), Investmet who is to act as the underwriter to the Swan Gold Placement (to the extent of 375,000,000 shares) but in the event that it is required to cover a shortfall in full to the extent of 375,000,000 shares could obtain an up to approximate 65.89% shareholding interest (1,170,548,710 shares out of 1,776,649,661 shares that would be on issue) in Swan Gold following the above Swan Gold Transactions, excluding the issue of the Free Shares and the Funding Shares being consummated and up to 1,358,048,710 shares (approximately 69.14%) out of 1,964,149,661 that would be on issue following the above Swan Gold Transaction- including the issue of 37,500,000 Free Shares and 150,000,000 Funding Shares). If Investmet only acquires the Sale Shares, the 88,053,475 shares from SRE and is issued 533,162,000 shares on debt conversion and no shares from the Swan Gold Placement, Investmet’s shareholding interest would be 795,548,710 shares or approximately 44.78% of the expanded issued capital of the Company assuming the issue of 500,000,000 shares under the Swan Gold Placement. In the event that Investmet subscribed for all of the Swan Gold Shares up to a maximum of 750,000,000 (assuming a capital raising of $15,000,000), the maximum percentage owned by Investmet could approximate 78.27% of the expanded issued capital of the Company (Investmet could own up to 1,733,048,710 shares, including the Free Shares and the up to 150,000,000 Funding Shares) (up to 2,214,149,661 shares could be on issue). If the 250,000,000 Elective Debt Shares were also issued, Investmet’s shareholding could total up to 1,983,048,710 (approximately 80.48%) out of 2,464,149,661 shares on issue under a $15,000,000 Capital Raising) and approximately 65.26% if Investmet only subscribed for 375,000,000 shares instead of the possibility of taking up 750,000,000 shares) and approximately 67.03% if the Option Shares were also acquired by Investmet. This excludes the possible acquisition of the Option Shares as noted in paragraph 1.7 above.

3. Future Directions of Swan Gold

3.1 We have been advised by the directors and management of Swan Gold that:
There are no proposals currently contemplated either whereby Swan Gold will acquire any properties or assets from Investmet or sell any properties or assets to Investmet (however Investment may subscribe for up to 875,000,000 shares in Swan Gold via the proposed Swan Gold Placement as noted elsewhere in this report);
The composition of the Board will change in the short term as noted above;
The Company plans to raise further working capital in the near future as contemplated by the Swan Gold Placement of a minimum of $10,000,000 and a maximum of $17,500,000 ($15,000,000 without the approval of SRE);
No dividend policy has been set and it is not proposed to be set until such time as the Company is profitable and has a positive cash flow; and
The Company will endeavour to enhance the value of its interests in its existing gold mineral assets.

4. Basis of technical valuation of Swan Gold

4.1 In considering the proposal as outlined in resolution 8 we have sought to determine if the 2.0 cents issue price under the Swan Gold Placement is in excess of the current fair value of the shares in Swan Gold on issue and then conclude whether the proposal is fair and reasonable to the existing non-associated shareholders of Swan Gold (not associated with Investmet).
4.1.1 The proposal pursuant to resolution 8 would be fair to the existing non associated shareholders if the issue price to Investmet is greater than or equal to the implicit value of the shares in Swan Gold currently on issue. Accordingly, we have sought to determine a

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theoretical value that could reasonably be placed on Swan Gold shares for the purposes of this report.

4.1.2 The valuation methodologies we have considered in determining the current technical value of a Swan Gold share are:
Capitalised maintainable earnings/discounted cash flow;
Takeover bid - the price which an alternative acquirer might be willing to offer;
Adjusted net asset backing and windup value; and
The market value price of Swan Gold shares.

4.2 Capitalised Maintainable Earnings / Discounted Cash Flows

4.2.1 Swan Gold currently does not have a reliable cash flow or profit history from a business undertaking and therefore this methodology is not appropriate. The Company needs funds to further progress the programmes on its Carnegie and Mt Ida Gold Projects (“Gold Projects”). Currently, Swan Gold does not have sufficient funds (it has a deficiency in working capital) and thus any perceived technical values of the Gold Projects and any other mineral assets of Swan Gold are theoretical as without funds the Gold Projects could not be progressed.

4.3 Takeover Bid

4.3.1 We have been advised by management of Swan Gold that the directors do not believe that there would be any person with an interest in taking over 100% of the Company by way of a formal takeover bid. To our knowledge, there are no current bids in the market place and the directors of Swan Gold and ourselves have formed the view that there is unlikely to be any takeover bids made for Swan Gold in the immediate future. It is noted however that the holding of MGMC as trustee for the Group Trust as at 29 November 2012 is approximately 23.97% and Stirling Gold’s shareholding approximates 23.80%. These may reduce if 174,333,235 Sale Shares are transferred to Investmet and the Swan Gold Placement to the extent of 500,000,000 shares is completed. Investmet’s shareholding could rise to up to approximately 69.14% if Investmet acquired all of the Sale Shares, acquired the 88,053,475 shares in Swan Gold from SRE, took up 375,000,000 of the Swan Gold Placement Shares (out of 500,000,000), were issued 533,162,000 Debt Conversion Shares, were issued 37,500,000 Free Shares and were issued 150,000,000 Funding Shares. In the event that Investmet subscribed for all of the Swan Gold Shares up to a maximum of 875,000,000 (needs SRE approval) the maximum percentage owned by Investmet could approximate 79.43% of the expanded issued capital of the Company (Investmet could own up to 1,858,048,710 shares) (up to 2,339,149,661 shares could be on issue) (this assumes Investmet does not acquire the Options Shares). If the 250,000,000 Elective Debt Shares were also issued under a maximum capital raising, Investmet’s shareholding could be as high as approximately 81.42%.
4.4 Net Asset Backing and Wind-Up Value
4.4.1 A summary of the unaudited consolidated statement of financial position of Swan Gold as at 30 June 2012 is summarised below before allowing for any subsequent loans from DCM or Investmet along with a pro-forma consolidated unaudited statement of financial position after allowing for the following:
the issue of 500,000,000 shares at an issue price of 2.0 cents per share to raise a minimum gross $10,000,000 and the incurring of capital raising costs of approximately $800,000;

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the existing charge over the Carnegie Assets in favour of the Territory Trust and Group Trust are discharged and fresh security granted by Swan Gold to Investmet (no financial affect on the statement of financial position);
the transfer of the Sale Shares (174,33,235 shares) in Swan Gold to Investmet and as consideration, Investmet will pay a total of $6,700,000 to the Trustee of the Territory Trust and $10,144,240 to the Trustee of the Group Trust in full satisfaction of debts owing to the Territory Trust and the Group Trust (the amount owing to the Territory Trust was $13,476,902 but pursuant to an agreement dated 5 October 2011 between the Territory Group of companies and DCM, DCM acquired the debt for $6,700,000 and this is the amount that DCM is seeking to recover under the amended Swan Gold Restructure Deed). Thus $6,776,902 of debt owing initially to the Territory Trust will be forgiven and Swan Gold will take up a debt forgiveness income of $6,776,902. Investmet will then convert $8,074,230 of the $18,074,240 debt acquired (includes $1,230,000 acquired from the Mt Ida Trust) into 403,712,000 shares in Swan Gold (part of the 533,162,000 Debt Conversion Shares);
Investmet advancing $1,230,000 to DCM or nominee as consideration of DCM discharging the existing charge (and loan to the Mt Ida Trust) of the Mt Ida assets and a fresh security granted to Investmet;
$2,589,000 of a $7,589,000 loan due by Swan Gold to SRE is transferred to Investmet for the consideration of the transfer of 88,053,475 shares in Swan Gold and Investmet converts such $2,589,000 of debt to 129,450,000 shares in Swan Gold (forms part of the Debt Conversion Shares) (and repayment moratorium for a period of two years for the balance of the debt owing to SRE of $5,000,000);
the receipt of $3,000,000 from Investmet and conversion of $3,000,000 of such debt owing by Swan Gold to Investmet into 150,000,000 shares in Swan Gold and assuming such cash funds received are to meet post 30 June 2012 expenses and pay out 30 June 2102 creditors totalling $622,000;
the additional borrowing of $250,000 in July 2012 from DCM and assuming such costs are used to meet costs incurred post 30 June 2012;
Swan Gold repaying $4,200,000 of debt owed by Swan Gold to DCM.

Current assets Cash at bank Trade and other receivables Inventory Non -current assets Receivables and bonds Plant and equipment Deferred capitalised expenditure Total assets	Unaudited 30 June 2012 adjusted $000’s Unaudited 30 June 2012 Pro-Forma $000’s 187 5,187 145 145 26 26
	358 5,358
	11,707 11,707 9,032 9,032 21,499 21,499
	42,238 42,238
	42,696 47,596

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Current liabilities Trade and other payables Provisions Owing to the Group Trust Owing to the Territory Trust Owing to the Mt Ida Trust Owing to Stirling Owing to DCM Owing to Group Trust (advanced 2012) Non-current Liabilities Owing to Investmet Owing to SRE Rehabilitation provision Total Liabilities Net Assets Equity Issued capital Reserves Accumulated losses Net Equity	Unaudited 30 June 2012 adjusted $000’s Unaudited 30 June 2012 Pro-Forma $000’s 577 - 45 - 10,000 - 13,477 - 1,230 - 7,589 - 3,950 - 144 -
	37,012 -
	- 10,000 - 5,000 4,148 4,148
	4,148 19,148
	41,160 19,148
	1,536 28,448
	164,666 187,529 5,292 5,292 (168,422) (165,373)
	1,536 28,448

Subsequent to 30 June 2012, DCM lent a further 250,000 to Swan in July 2012, so that the principal amount owing to DCM as at 23 November 2012 is $4,200,000 (to be acquired by Investmet as noted above and repaid in cash out of the proceeds of the Swan Gold Placement).

4.4.2 Based on the book values at 30 June 2012 this equates to a value per issued share (743,487,661 shares on issue) of approximately 0.20 cents (ignoring the value, if any, of non-booked tax benefits). Based on the pro-forma consolidated statement of financial position, the net book value totals $26,388,000 or approximately 1.56 cents per issued share (1,685,737,661 shares on issue). In the event that a total gross $15,000,000 is raised from the Swan Gold Placement and allowing for capital raising costs of $1,200,000, the proforma net asset position may approximate $33,048,000 or around 1.61 cents per share (2,041,649,661 shares on issue). The above excludes the possible issue of the 37,500,000 Free Shares.. It also excludes the potential issue of up to 250,000,000 Elective Debt Shares that could be issued to Investmet and the up to 125,000,000 shares to SRE as noted above.

4.5 Market Price of Swan Gold Shares

4.5.1 The Company has been suspended from trading in its shares on ASX since 2008 and thus a market price methodology is not useful. It is noted that based on a book asset backing as at 30 June 2012 of approximately 0.32 cents per share, Investmet would be paying a premium for control to acquire up to 1,000,000,000 Swan Gold Placement Shares and acquire the Sale Shares and 88,053,475 shares from SRE. As noted above, 39,849,657 shares in Swan Gold were acquired from Territory to DCM in July 2012 at an approximated cost of 0.219 cents each (total consideration was $87,332.96).

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4.6 Preferred value of Swan Gold fully paid shares (range) to arrive at fairness conclusion

4.6.1 No detailed review was made by us of the assets and liabilities disclosed in the unaudited consolidated balance sheet of the Swan Group as at 30 June 2012. The primary assets of the Swan Group 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 certain subsidiaries (or their subsidiaries, where applicable) of Swan Gold (Carnegie Gold Pty Ltd (“Carnegie”) and Siberia Mining Corporation Pty Ltd (“SMC”)). 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). We have been assured, by management of Swan Gold 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 2012 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 $7,761,000) and Mt Ida (approximately $1,016,000) is only worth book value or more 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 Gold and Investmet; 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 $34,100,000 to $47,300,000 with a preferred value range of approximately $40,700,000. The valuations attributable to the tenements under plaint (see paragraph 1.7 above) are immaterial (less than the range of $38,000 to $64,000) to the overall range of values noted above.

4.6.2 We note that it is not the present intention of the Directors of Swan Gold 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 Gold entering into the Swan Gold Transactions as noted above or some other commercial proposal to recapitalise the Swan Group, there would be the distinct possibility that the Swan Group would be liquidated. In arriving at our view on the valuation of the Swan Group, 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 Group as a parent entity is in a net liability position;

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The ability to produce positive cash flow and profits over a period of time is still uncertain;
The Swan Group needs to obtain sufficient working capital to meet minimum exploration commitments;
The cash flows of Swan Gold; and
The risks associated with commercialisation of the Carnegie and Mt Ida Gold Projects.
4.6.3 The value of Swan based on using adjusted book values as at 30 June 2012 (adjusted for the assessed fair value of the Tenements by Agricola) would lie in the range of approximately $14,137,000 to $27,337,000 with a preferred adjusted fair value of $20,737,000. This equates to a value per share of between approximately 1.90 cents and 3.67 cents with a preferred value of around 2.78 cents. However, it should be noted that the Company has a going concern problem and in the event that the Swan Gold Transactions noted above do 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 or be liquidated.
4.6.4 Notwithstanding the prospectivity of the Swan Gold Projects in Western Australia, without a significant amount of cash the Company cannot survive and recommence exploration, evaluation and development of the mineral assets. If future exploration and evaluation proves successful and development of the Company’s Gold Projects proceed, then arguably the fair value of a Swan Gold share would be in excess of the 2.0 cents Swan Gold Placement price. The future ultimate value of a Swan Gold share will depend upon, inter alia:
the future prospects of its mineral assets;
the state of the gold and base metal markets (and prices) in Australia and overseas;
the state of Australian and overseas stock markets;
the strength of the Board and management and/or who makes up the Board and management;
foreign exchange rates;
general economic conditions;
the liquidity of shares in Swan Gold; and
possible ventures and acquisitions entered into by Swan Gold.

Generally, the market is a fair indicator of what a share is worth, however the theoretical technical value based on the underlying value of assets and liabilities may be lower or higher. In the case of Swan Gold, current liquidity is not strong (it is in fact extremely poor) and it is noted that the current cash and receivables as at 30 June 2012 totalled $332,000 whilst trade creditors, accruals and current provisions totalled $766,000 (excludes the loans due to the Group Trust, the Territory Trust and the Mt Ida Trust but includes the $144,240 owing to the Group Trust for a short term advance made in 2012). The cash position is very poor taking into account the debts of the Company and the Company requires an urgent inflow of funds to be able to satisfy the debts owing and/or providing continued funding to develop underlying mining assets. However most of any future proceeds will be needed to pay creditors at 30 June 2012 plus ongoing costs (that may include exploration and development). In effect, SRE and/or DCM (and to a lesser extent, the Group Trust by way of a further funds of $144,240 being paid on behalf of Swan Gold) have been funding the Company over the past 24 months (and longer) and we have been advised that it is unlikely in the near term to be able to raise new equity unless the restructure proposals noted in paragraphs 1.2 to 1.5 above are completed. In the absence of sufficient cash resources, the Company cannot complete the exploration, evaluation and possible development of the Gold Projects, repay the amounts owing to SRE, DCM and the various trusts and meet on going working capital requirements. Under the Swan Gold Restructure Deed, Investmet intends to establish syndicated loan arrangements with Swan Gold (and Redbank) to

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include general security interests over their respective assets, incorporating a two year moratorium on principal repayments ant at the end of the two year moratorium, the applicable of Swan Gold (and Redbank) may elect to repay the debt or require conversion at a price to be agreed between the parties.

5. Premium for Control

5.1 Premium for control for the purposes of this report, has been defined as the difference between the price per share, which a buyer would be prepared to pay to obtain or improve a controlling interest in the Company and the price per share which the same person would be required to pay per share, which does not carry with it control or the ability to improve (increase) control of the Company.
5.2 Under TCA, control may be deemed to occur when a shareholder or group of associated shareholders control more than 20% of the issued capital. As noted above, Investmet’s interest in Swan Gold could increase from nil% to approximately 68.54% if it took up 375,000,000 Swan Gold Placement Shares (out of 500,000,000 shares), received the 174,333,235 Sale Shares, received the 88,053,475 shares in Swan Gold from SRE and were issued 563,200,000 Debt Conversion Shares and 150,000,000 Funding Shares were issued to Investmet). Under certain circumstances and assuming Capital Raising of $15,000,000, the maximum percentage owned by Investmet could approximate 80.48% of the expanded issued capital of the Company (Investmet could own up to 1,983,048,710 shares) (up to 2,464,149,661 shares could be on issue). If the Option Shares were also acquired by Investmet, Investmet’s shareholding in Swan Gold could further increase. Accordingly, we have addressed whether premiums for control could be paid by Investmet.
5.3 It is noted that the Company has virtually no cash and has a significant deficiency in working capital (deficiency as at 30 June 2012 of around $36,654,000). It is noted that based on a book asset backing as at 30 June 2012 of approximately 0.20 cents per share, Investmet would be paying a premium for control. However, after taking into account the assessed technical fair value of the gold Tenements prepared by Agricola as noted above, the adjusted net asset backing per share approximately lies in the range of 1.90 cents to 3.67 cents with a preferred value of approximately 2.78 cents. Therefore, based on an adjusted book asset backing, Investmet can arguably be considered to be not paying a premium for potential control in relation to the Swan Gold Placement (where Investmet could take up to 375,000,000 Swan Gold Placement Shares). It is noted that Investmet is to acquire the Sale Shares by paying the Trustee of the Territory Trust $6,700,000 (to assume a debt due by Swan Gold of $13,476,902 as at 30 June 2012 but this debt will be partly forgiven and the amount due will become $6,700,000), paying the Trustee of the Group Trust $10,144,240 (to assume a debt due by Swan Gold of $10,144,240 as at 30 June 2012) and Investmet advancing $1,230,000 to DCM as consideration of DCM discharging the existing charge (and assuming the loan to the Mt Ida Trust) of the Mt Ida assets and a fresh security granted to Investmet. On such a basis, we consider Investmet is not paying a premium for control to acquire the Sale Shares and debt liabilities from the various Trusts (and collectively with the Swan Gold Placement). $8,074,240 of the $18,074,240 debts due to be acquired by Investmet from the various Trusts, along with $2,589,000 of ex SRE debt will be converted into 533,162,000 Debt Conversion Shares along with debt of up to $3,000,000 owing to Investmet will be converted to up to 150,000,000 Funding Shares at a deemed issue price of 2 cents per share.
5.4 We note that the market has been informed of all of the current projects, joint ventures and farm in/farm out arrangements entered into between Swan Gold and other parties. We also note it is not the present intention of the Directors of Swan gold to liquidate the Company and therefore any theoretical value based upon wind up value or even net book value, is just that, theoretical. The shareholders, existing and future, must acquire shares in Swan Gold based on the market perceptions of what the market considers a Swan Gold share to be

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worth. Work undertaken to date has indicated that the Company’s Gold Projects have potential but more work needs to be undertaken (that cannot occur without a cash injection such as that proposed under the Swan Gold Placement) to prove up additional gold reserves and resources. Preliminary indications are robust and allowing for discount for risk and the fact that no bankable feasibility studies have been completed indicate that that a theoretical value per share may be in excess of the proposed Swan Gold Placement price of 2.0 cents per share.

5.5 The Company will need to raise further substantial capital in the near future to recommence exploration and evaluation of its gold projects that in these economic times may lead to a capital raising at a discount to market. It is not uncommon to have discounts of 20% to 30% and sometimes even more. No discount is being offered under the proposed Swan Gold Placement based on the adjusted net asset backing per share but a significant premium is payable by Investmet based on unadjusted book value per Swan Gold share and the total amount payable by Investmet to Swan Gold and the trustees of the Territory Trust and Group Trust.
5.6 We note that currently Investmet does not have Board control of Swan Gold. As at 29 November 2012, there are three DCM representatives and three Investmet representatives on the Board of Swan Gold. Refer paragraph 2.3 above.

6. Fairness and Reasonableness of the Swan Gold Placement, the Transfer of the Sale Shares to Investmet, the transfer of $2,589,000 of debt from SRE to Investmet and other proposals with Investmet (including Debt Conversions).

6.1 We set out below some of the advantages, disadvantages and other factors pertaining to the proposed Swan Gold Transactions (that includes the Swan Gold Placement, the transfer of the Sale Shares to Investmet, the transfer of $2,589,000 of debt due to SRE to Investmet, the Debt Conversions by Investmet) and the planned issue of a charge over the assets of Swan Gold by Investmet.

Advantages

6.2 By entering into the proposals with Investmet (and SRE and DCM), Swan Gold increases its cash reserves from virtually nil to approximately $5,187,000 and after paying out current accounts payable and current provisions (assuming the Swan Gold Placement of $10,000,000 less capital raising costs). Obtaining access to a significant amount of cash funds in the current environment is difficult and thus the Company and its shareholders should benefit. This should alleviate cash flow concerns in the immediate future. Furthermore, debts totalling approximately $24,613,240 owing to the Group Trust, the Territory Trust and the Mt Ida Trust and DCM as at 30 June 2012 and $7,589,000 due to SRE to Investmet become debts of $10,000,000 owing to Investmet and $5,000,000 owing to SRE after the Debt Conversions. Under the Swan Gold Restructure Deed, DCM and/or Investmet is funding ongoing operations of Swan Gold until Completion. There is an incentive for Investmet to have Swan Gold become a commercial success as Investmet would have debts owing to it of around $10,000,000 (Swan Debts). As noted above, Investmet has the option to convert $5,000,000 of such remaining debt into up to 250,000,000 shares in Swan Gold at 2 cents per share. SRE that will be owed $5,000,000 has the option (if Investmet exercises its option) to convert up to $2,500,000 of its remaining debt into 125,000,000 shares in Swan Gold at 2 cents per share..
6.3 In the event that the capital raising (at least to $10,000,000) via the proposal with Investmet is not completed or the Company cannot raise adequate working capital from other sources, there is the likelihood that the gold projects may continue to be curtailed until such time as new funds are raised. In the current market it is difficult for exploration companies such as Swan Gold to raise equity. It is our understanding that discussions were held with other

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interested parties with a view to raising capital. We have been advised that management has considered that the best proposal put to them were the proposals that is being put to the shareholders in December 2012 or January 2013. In the absence of a significant capital raising as contemplated via the Swan Gold Placement and the restructuring of debt due by the Swan Gold Group, the Company may fall into Administration and even enter into a liquidation mode.

6.4 There is an incentive for Investmet to ensure Swan Gold becomes a viable mineral exploration and development company as Investmet may obtain a significant shareholding interest in Swan Gold. Investmet is taking a risk in investing funds and paying debts of Swan Gold as noted above into Swan Gold as to a large extent, Swan Gold’s future share price (if its shares are re-quoted on ASX) (and the overall future of Swan Gold) may be determined by the exploitation and/or commercial success (or otherwise) of its Gold Projects at Carnegie and Mt Ida. There is a huge incentive for Investmet to make Swan Gold a successful company and have the share price rise considerably. All shareholders would benefit from a rise in the share price.
6.5 The issue price of the Swan Gold Placement shares is 2.0 cents that is at a premium of approximately 525% to the unadjusted net book value of a Swan Gold share as at 30 June 2012. Notwithstanding the potential theoretical value per share based on the preferred independent valuation of the Swan Gold Tenements, the Company is in serious financial trouble and thus using a technical value may not be appropriate. The ultimate value of the gold Tenements (and associated gold plant) on a liquidation basis may well be materially lower (but could be higher). The Company has already been in Administration and the Administrators were unable to sell the Tenements but did enter into arrangements to take the Company out of Administration but the gold assets relating to Carnegie and Mt Ida were retained. Normally, the realisation price on liquidation is lower than the book values.
6.6 Having Investmet as a significant shareholder may be an incentive to Investmet to financially support Swan Gold in future capital raisings although there is no assurance that this will occur. Investmet would be keen to ensure its investment in Swan Gold is successful.

Disadvantages

6.7 The number of fully paid ordinary shares on issue initially rises to 1,926,649,661 on completion of the Swan Gold Placement assuming the minimum issue of 500,000,000 shares, the issue of 533,162,000 Debt Conversion Shares and the issue of up to 150,000,000 Funding Shares). This represents an approximate 159% increase in the ordinary shares of the Company from the shares on issue as at 29 November 2012. This could increase to 1,964,149,661 shares if the Free Shares are required to be issued. In the event that the maximum number of shares are issued under the Swan Gold Placement (875,000,000 shares) and all Free Shares and Funding Shares are issued, the number of shares on issue could be 2,339,149,661. However, with the issue of 875,000,000 shares at 2.0 cents each, the capital injection would raise a gross $17,500,000. If the 250,000,000 Elective Debt Shares are issued to Investmet and 125,000,000 shares are issued to SRE, the potential maximum shareholding would be 2,714,149,661.
6.8 An influential shareholding of the Company may be given to Investmet in that it could ultimately have voting control of approximately up to 68.54% of the expanded ordinary issued capital after the successful ratification and implementation of resolutions 1 to 11 and the other transactions contemplated (and assuming no other share issues) (but assuming the minimum capital raising of $10,000,000 and the issue of the 533,162,000 Debt Conversion Shares and 150,000,000 Debt Conversion Shares. Refer paragraph 1.7 for the proposed changes in shareholding in Swan Gold by Investmet, DCM, the Group Trust and SRE. If all shares are issued as noted in this report and Investmet subscribed for all of the 875,000,000

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Swan Gold Placement Shares, Investmet’s shareholding in Swan Gold could approximate 79.43% (and approximately 81.42% if the 250,000,000 Elective Debt Shares area also issued to Investmet and approximately 83.11% if Investment receives the Option Shares).

6.9 There is always the possibility that the value of the shares may be in excess of the Swan Group Placement price of 2.0 cents per share particularly if the Carnegie and Mt Ida Gold Projects can increase their reserves and resources and move towards development (further funds may need to be raised if the gold projects are to be developed). The un-audited asset backing per share approximates 0.30 cents (preferred value of approximately 2.78 cents if the preferred value ascribed by Agricola was used as noted above) and the adjusted proforma net book asset backing per share may approximate 2.00 cents and lie at between 1.66 cents and 2.34 cents if we used the range of values to the Mining Assets of the Swan Gold Group as ascribed by Agricola (assumes a Swan Gold Capital Raising of $10,000,000 and the other assumptions noted in paragraph 4.4.1). However, shareholders will benefit from first of all having its shares re-quoted on the ASX and having the Company avoid going into some sort of Administration.

Other Factors

6.10 Having a cornerstone investor such as Investmet is also considered to be a cornerstone investor has advantages but it may also limit the opportunity for other parties to bid for all or part of the shares in Swan Gold in the future. However, a takeover bid for the Company cannot be completely ruled out.
6.11 Under the Swan Gold (and SRE and Redbank Restructure Deed, Investmet and/or DCM intend to establish syndicated loan arrangements with Swan Gold (and Redbank)) to include general security interests over their respective assets, incorporating a two year moratorium on principal repayments ant at the end of the two year moratorium, the applicable of Swan Gold (and Redbank) may elect to repay the debt or require conversion at a price to be agreed between the parties.
6.12 There is always the possibility that Investmet may in the future make a takeover bid for the remaining shares in Swan Gold as it could already own up to 69.14% of the issued capital of Swan Gold (and approximately 71.37% if Investmet acquires the 43,723,382 Option Shares) on the basis of the minimum $10,000,000 raised pursuant to the Swan Gold Placement (and up to 83.11% as noted above if Investmet took up all of the 875,000,000 Swan Gold Placement Shares and all other shares issued or acquired by Investmet as noted in this report).
6.13 The current security over the Carnegie and Mt Ida gold assets taken out by DCM are to be replaced with security charges to Investmet. Investmet is to pay DCM to discharge the existing security over the Mt Ida assets. Swan Gold is potentially disposing of its core assets over which a first fixed and floating charge will be registered. Failure to satisfy the repayment requirements may allow Investmet to gain the assets for a value which potentially is less than the actual net worth of the assets of Swan Gold. The Directors of Swan Gold consider that this is unlikely taking into consideration the potential of the Laverton Gold Project however if cash flows from the Laverton Gold Project do not eventuate in the future there is always the possibility of forfeiture. It is always possible (but not guaranteed) that further share equity funds can be raised to pay out Investmet if required.
6.14 Investmet may also provide further funding, if required, on a secured convertible note basis, the terms of which shall be agreed between Investmet and Swan Gold.

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6.15 The Group Trust will grant a call option to Investmet over 43,723,382 Swan Gold shares (the Option Shares) at a price of 10 cents per share within two years after re-quotation of Swan Gold shares on ASX. It cannot be estimated at this stage as to whether the proposed 10 cent per share price potentially payable by Investmet to the Group Trust would be in excess of the market price of a Swan Gold share as traded on ASX at the time of any payment made.
6.16 Part ($2,589,000) of the $7,589,000 loan owing to SRE by Swan Gold to the extent of $5,000,000 will be acquired by Investmet and that the remaining $5,000,000 owing to SRE will become non-current under the terms of the Swan Gold Restructure Deed as amended. However, as noted above, under certain circumstances 50% of such debt may be converted into up to 125,000,000 shares in Swan Gold at 2 cents per share.
6.17 In the event that the Company’s subsidiary’s Exemption Application is refused, 37,500,000 Free Shares will be issued to Investmet (at no additional cost) whilst the issue price of the 500,000,000 Swan Gold Placement Shares is 2 cents each. In effect, if Investmet took up all 375,000,000 of the Swan Gold Placement Shares under its obligations pursuant to the Underwriting Agreement, its effective acquisition cost for 412,500,000 shares is reduced to approximately 1.818 cents. It is expected that the Free Shares will be transferred to new investors if Investmet is not required to take up any Shortfall Shares from the Swan Gold Placement.
6.18 Funding Shares issued to Investmet after the completion of the Swan Gold Placement would also be issued at 2.0 cents per share and as noted there may be up to 150,000,000 Funding Shares issued to convert an estimated debt due to Investmet of $3,000,000 at Completion. In addition, up to $5,000,000 of the remaining debt that will be due to Investmet on Completion may be converted to up to 250,000,000 Elective Debt Shares as noted above.

7. Conclusion as to Fairness and Reasonableness

7.1 Notwithstanding a technical value per Swan Gold share in excess of 2.0 cents each as noted below, in our opinion taking into account the precarious financial position of the Company and the large debt levels and the factors outlined in sections 4 to 6 of this report, the proposals as outlined in resolutions 8 are on balance, fair and reasonable to the non-associated shareholders of Swan Gold at the date of this report.
7.2 In our opinion, notwithstanding the precarious financial position of the Company and the large debt levels and the factors outlined in sections 4 to 6 of this report, the proposals as outlined in resolution 9 are on balance, fair and reasonable to the nonassociated shareholders of Swan Gold at the date of this report.

8. Sources of Information

8.1 In making our assessment as to whether the proposals under the transfer of the Sale Shares to Investmet as outlined in paragraph 1.2 and the Swan Gold Placement (and possible issue of the Free Shares and Funding Shares post the completion of the Swan Gold Placement) as outlined in paragraph 1.2 and resolution 8 and the proposed Investmet Charge are fair and reasonable, we have reviewed relevant published available information and other unpublished information of the Company that is relevant to the current circumstances. In addition, we have held discussions with the management of Swan Gold about the present and future operations of the Company. Statements and opinions contained in this report are given in good faith but in the preparation of this report, we have relied in part on information provided by the directors and management of Swan Gold.

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8.2 Information we have received includes, but is not limited to:
Draft Notices of Swan Gold and drafts of Explanatory Statement to Shareholders prepared in June 2012, August, September and to 30 November 2012;
Discussions with management and directors of Swan Gold;
Details of historical market trading of Redbank ordinary fully paid shares recorded by ASX for the period 1 July 2011 to 21 November 2011 ;
Shareholding details of Swan Gold (and Redbank and SRE) as supplied by the share registry as at 16 July 2012 (19 July 2012 for Redbank and SRE);
Un-audited consolidated balance sheet of Swan Gold as at 30 June 2012 plus a proforma consolidated balance sheet taking into account the Swan Gold Placement and other proposed transactions concerning debts owing by Swan Gold and shares in Swan Gold;
Un-audited consolidated balance sheet of Redbank as at 30 April 2012 and 30 June 2012 plus a pro-forma consolidated balance sheet taking into account the Redbank Placement and other proposed transactions concerning debts owing by Redbank;
Un-audited consolidated balance sheet of SRE as at 30 June 2012 plus a pro-forma consolidated balance sheet taking into account the SRE Placement and other proposed transactions concerning debts owing by SRE and shares in SRE;
Announcements made by Swan Gold, Redbank, SRE and MZI to the ASX from 1 January 2011 to 29 November 2012;
Audited financial statements of the Redbank Group for the year ended 30 June 2011 and unaudited accounts of the Redbank Group for the six months ended 31 December 2011;
The cash flow forecasts of Swan Gold to 30 June 2013;
The draft Loan Security Deed, the draft Priority Deed and draft General Security Deed between the Swan Group of companies and Investmet of September 2012;
The Agricola Valuation Report on the Carnegie and Mt Ida Gold Project tenements dated 3 October 2012;
The Agricola Valuation Report on the Redbank Copper project tenements both dated 26 July 2012; and
Information on Swan Gold, SRE, Matilda and Redbank as provided on the ASX web sites and Swan Gold’s, Redbank’s, Matilda and SRE’s web sites.
8.3 Our report includes Appendices A and B and our Financial Services Guide attached to this report.

Yours faithfully

STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD (Trading as Stantons International Securities)

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J P Van Dieren - FCA Director

APPENDIX A

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AUTHOR INDEPENDENCE

This annexure forms part of and should be read in conjunction with the report of Stantons International Audit and Consulting Pty Ltd trading as Stantons International Securities dated 30 November 2012, relating to resolutions 8 and 9 (only) outlined in the Notice of Meeting of Shareholders of Swan Gold to be forwarded to shareholders of Swan Gold in December 2012.

At the date of this report, Stantons International Securities does not have any interest in the outcome of the proposals. Stantons International Audit and Consulting Pty Ltd trading as Stantons International (as an audit practice) are the auditors of Redbank since being appointed in November 2011. Other than for this relationship, there are no other relationships with Swan Gold 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 transactions detailed in this report which would affect our ability to provide an independent opinion. Internally, we addressed independence issues and concluded that the proposed Swan Gold Placement (and other proposals being out to shareholders arising from the original SRE and Redbank Reconstruction Deed and the Swan Gold Reconstruction Deed and amendments thereto) did not affect our independence as auditors of Redbank and our ability to undertake this Independent Expert’s Report for Swan Gold. The fee to be received for the preparation of this report is based on the time spent at normal professional rates plus out of pocket expenses and is estimated not to exceed $25,000 (excluding disbursements and GST). The fee is payable regardless of the outcome. With the exception of that fee, neither Stantons International Securities nor John P Van Dieren have received nor will or may they receive any pecuniary or other benefits, whether directly or indirectly for or in connection with the making of this report. Stantons International Securities and Stantons International Audit and Consulting Pty Ltd or any directors of Stantons International Audit and Consulting Pty Ltd do not hold any securities in Swan Gold, Redbank, SRE, MZI or Investmet. 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. Stantons International Securities has prepared other independent expert reports for parties associated with Swan Gold, Redbank and SRE.

QUALIFICATIONS

We advise Stantons International Securities is the holder of an Investment Advisers Licence (No 418019) under the Corporations Act relating to advice and reporting on mergers, takeovers and acquisitions involving securities. A number of the directors of Stantons International Audit and Consulting Pty Ltd are the directors or authorised representatives of Stantons International Securities. Stantons International Securities and Stantons International Audit and Consulting Pty Ltd have extensive experience in providing advice pertaining to mergers, acquisitions and strategic for both listed and unlisted companies and businesses.

Mr John P Van Dieren, FCA, the person responsible for the preparation of this report, has extensive experience in the preparation of valuations for companies and in advising corporations on takeovers generally and in particular on the valuations 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 tasks they have performed.

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DECLARATION

This report has been prepared at the request of the directors of Swan Gold in order to assist the shareholders of Swan Gold to assess the merits of the proposals (resolutions 8 and 9 only) to which this report relates. This report has been prepared for the benefit of the Swan Gold shareholders and those persons only who are entitled to receive a copy for the purposes of Section 611 (Item 7) of the Corporations Act 2001 and/or 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 Gold and the assets of Swan Gold, including the Carnegie and Mt Ida Gold Projects. Stantons International Securities does not imply, and it should not be construed, that it has carried out any form of audit on the accounting or other records of Swan Gold or any of its subsidiaries. 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 and Stantons International Audit and Consulting Pty Ltd, their directors, employees or consultants for the preparation of this report.

DECLARATION AND INDEMNITY

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

(a) to make no claim by it or its officers against Stantons International Securities and Stantons International Audit and Consulting Pty Ltd to recover any loss or damage which Swan Gold may suffer as a result of reasonable reliance by Stantons International Securities on the information provided by Swan Gold; and
(b) to indemnify Stantons International Securities and Stantons International Audit and Consulting Pty Ltd against any claim arising (wholly or in part) from Swan Gold or any of its officers providing Stantons International Securities any false or misleading information or in the failure of Swan Gold and 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 the directors of Swan Gold 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

PO Box 1908 West Perth WA 6872 Australia

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Level 2, 1 Walker Avenue West Perth WA 6005 Australia

Tel: +61 8 9481 3188 Fax: +61 8 9321 1204

FINANCIAL SERVICES GUIDE Dated 30 November 2012

ABN: 84 144 581 519 AFS Licence No: 418019 www.stantons.com.au

1. STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD (TRADING AS STANTONS INTERNATIONAL SECURITIES)

Stantons International Securities (ABN 84 144 581 519 and AFSL Licence No 418019) ( “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: 418019 ;
remuneration that we and/or our staff and any associated receive in connection with the general financial product advice;
any relevant associations or relationships we have; and
our complaints handling procedures and how you may access them.

3. FINANCIAL SERVICES WE ARE LICENCED TO PROVIDE

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

Securities (such as shares and options)

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

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

4. GENERAL FINANCIAL PRODUCT ADVICE

In our report we provide general financial product advice, not personal financial product advice, because it has been prepared without taking into account your personal objectives, financial situation or needs.

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Liability limited by a scheme approved under Professional Standards Legislation

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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 a trading name owned by Stantons International Audit and Consulting Pty Ltd a professional advisory and accounting practice. From time to time, SIS and Stantons International Audit and Consulting Pty Ltd (also trading as Stantons International) and/or their related entities may provide professional services, including audit, accounting, probity, management, corporate 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 2 1 Walker Avenue WEST PERTH WA 6005

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

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9.2 Referral to External Dispute Resolution Scheme

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

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

Financial Ombudsman Service Limited PO Box 3 MELBOURNE VIC 3021

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

10. CONTACT DETAILS

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

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APPENDIX B

AGRICOLA VALUATION REPORT ON THE CARNEGIE AND MT IDA GOLD PROJECT TENEMENTS DATED 3 OCTOBER 2012

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Malcolm Castle Agricola Mining Consultants Pty Ltd P.O. Box 473, South Perth, WA 6951 Phone: 61 (8) 9474 9351 Mobile: 61 (4) 1234 7511 Email: [email protected] ABN: 84 274 218 871

28 September 2012

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, Siberia 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 listed in this report is based on information provided by the Company and is set out in the Tenement Schedule. The Report has been prepared on the assumption that the tenements are lawfully accessible for evaluation. Details in respect to the legal status of the tenements have not been independently verified by me.

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 ‘Development Projects’ which contain Mineral Resources and are committed to production and ‘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 valuation 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 45 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

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in Australia, Fiji, Southern Africa and Indonesia and technical Audits in many countries. He has completed numerous Independent Geologist’s Reports and mineral asset valuations over the last decade as part of his consulting business.

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.

Competent Persons Statement

The information in this report that relates to Exploration Results and Mineral Resources of the Company has been reviewed by 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 an Expert and Competent Person as defined under the VALMIN Code and 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 or Swan Gold Mining Limited 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)

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TENEMENT SCHEDULE

The list of tenements considered in this valuation report is included in an appendix.

Project	No	km2
Carnegie
Exploration Licence	16	823.60
Prospecting Licence	60	75.79
Mining Leases	53	180.61
Miscellaneous Licences	18	29.38
Siberia
Exploration Licence	9	185.60
Prospecting Licence	24	38.26
Mining Leases	21	91.15
Miscellaneous Licences	18	7.29
Mt Ida
Exploration Licence	9	391.50
Prospecting Licence	57	67.13
Mining Leases	2	5.43
Miscellaneous Licences	3	1.58
Other Projects
Exploration Licence	2	406.00

The status of a cross section of the tenements has been verified based on a recent independent inquiry by me, pursuant to paragraph 67 of the Valmin Code, by Agricola Mining Consultants Pty Ltd. The tenements are believed to be in good standing as represented by Swan

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 236,000 tonnes at 2.8g/t Au in the Measures Resource category, 11.00 million tonnes at 2.2g/t Au in the Indicated Resource category and 9.05 million tonnes at 2.4g/t Au in

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the Inferred Category 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 121,000 tonnes at 17.7g/t Au in the Indicated Resource category and 138,000 tonnes at 13.3g/t Au in the Inferred Category 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.

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VALUATION ASSESSMENT

The Carnegie and Mt Ida projects have estimated Mineral Resources or Exploration Targets. When 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 percentage of metal value. This can be applied to Mineral Resource estimates and Exploration Targets in accordance with the JORC code with appropriate discounts for risk in the different categories.

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.

A similar approach can be taken with other metals including copper 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 Mineral Resources are assumed to encapsulate all the value for Mining Leases and Miscellaneous Licences and a separate value for exploration potential for these tenements is not considered warranted.

The remainder of the Carnegie and Mt Ida Projects and the other Projects are exploration projects. Several methods of valuation are available for such projects where a Mineral Resource has not yet been estimated in accordance with the JORC code. These include the use of valuations based on past exploration expenditure and valuations based on perceived prospectivity.

Exploration projects can be extremely variable and the use of comparable transactions is unlikely to produce a statistical spread of values for “similar” projects. This method can be used where a Mineral Resource has been estimated. The Prospectivity Exploration Multiplier (PEM) is based on past expenditure while the Kilburn Geoscience Rating (Geo-factor Rating) is based on opinions of the prospectivity hence tenements can have marked variation in value between the methods.

The ‘Geo-factor Rating’ method of valuation for exploration tenements is the preferred valuation method for the Company’s current tenements as it focusses on the future prospectivity of the area.

The Geo-factor Rating method systematically assesses and grades of 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 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 is usually expressed as average expenditure per square kilometre. Equity and grant status are also taken into account. Each factor then multiplied serially to the BAC. The ‘Base Value is multiplied by the prospectivity rating (the assessment of prospectivity factors multiplied together) to establish the overall technical value of each mineral property.

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Where exploration has produced documented results a PEM can be derived which takes into account the valuer’s judgment of the success of the previous exploration techniques and results.

Paragraph 65 of RG 111 discusses a preference for the use of more than one valuation methodology. In the absence of a resource estimate in accordance with the JORC code an alternative method to the Geo-factor Rating method might consider past expenditure on the tenements and the uplift of value provided by encouraging result.

Past expenditures for the Company’s current tenements are not available from the previous explorers of the same ground over the duration of modern exploration and reliance is mainly placed on the Geo-factor method.

COMPARABLE TRANSACTIONS – CARNEGIE DEPOSIT

MINERAL RESOURCE ESTIMATES

A resource estimate in accordance with the JORC code has been compiled for the Carnegie project and has been announced to the ASX in past releases and reports and is accepted here for the purpose of the valuation.

	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

VALUATION METHODOLOGY

Contained metal is calculated from the deposit tonnes and grade in the categories of the JORC code. The estimated contained value for the Inferred Resource is estimated based on current metal prices. The current Gold Price is estimated at approximately A$1,600 per ounce averaged over the last 8 months. The valuation was assessed at a gold price of A$1600 per ounce .

Gold - Monthly Price

Month	Price, USD	AUD:USD	Price, AUD
Feb-12	1,742.14	1.0721	1,624.99
Mar-12	1,673.77	1.0552	1,586.19
Apr-12	1,649.69	1.0358	1,592.63
May-12	1,591.19	0.9990	1,592.78
Jun-12	1,598.76	0.9966	1,604.29
Jul-12	1,589.90	1.0298	1,543.82
Aug-12	1,630.31	1.0481	1,555.42
Sep-12	1,720.00	1.0405	1,653.00
Average	1,649.47	1.0338	1,594.14

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A discount factor is applied to the contained value to recognise the JORC category and allow for resource risk. The base value for the project is estimated by multiplying the contained value by the discount factors.

Resource Category Discounts
Measured Resource	80%
Indicated Resource	70%
Inferred Resource	60%
Exploration Target	50%

Base Value = [Contained metal][Value of Gold per ounce][Resource Discount]

Base Value A$M
Measured	27.19
Indicated	871.06
Inferred	670.35
Exploration Target	-
Total	1,568.61
A$ per ounce	$1,047.65

Average Acquisition Cost

A range of average acquisition cost (AAC) percentages is estimated based on a database of comparative transactions in the gold industry over the last 20 years. The percentage represents the amount paid for gold deposits compared to the contained value and then current gold price.

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 chart and percentile table.

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

5.00% Average Acquisition Cost
4.50%
4.00%
3.50%
3.00%
2.50%
2.00%
1.50%
1.00%
0.50%
0.00%
1990 1995 2000 2005 2010
AAC Percentiles
Percentile 10th 25th 50th 75th 90th
AAC 2.2% 2.6% 3.0% 3.6% 3.9%
----- End of picture text -----

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 technical value.

Technical Value

Technical Value = [Base Value]*[Average Acquisition Cost%]

Total Project Technical Value, A$M
Low	41.18
High	52.55
Preferred	47.06
% of contained value	1.96%
A$ per ounce	$31.43

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 significant discount to the technical value of the Mineral Resources.

The current market value for mineral projects in Australia is considered to be depressed and a market factor of 25% to 30 % has been applied to the technical value for Carnegie Deposit.

Page | 9

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

Total Project Market Value, A$M
Low	28.82
High	39.41
Preferred	34.12
% of contained value	1.42%
A$ per ounce	$22.79

COMPARABLE TRANSACTIONS – MT IDA DEPOSIT

MINERAL RESOURCE ESTIMATES

A resource estimate in accordance with the JORC code has been compiled for the Mt Ida Project and has been announced to the ASX in past releases and reports and is accepted here for the purpose of the valuation.

		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

	Resource Category Discounts Measured Resource 80% Indicated Resource 70% Inferred Resource 60% Exploration Target 50%

Page | 10

Base Value = [Contained metal][Value of Gold per ounce][Resource Discount]

Base Value A$M
Measured	-
Indicated	77.12
Inferred	56.65
Exploration Target	-
Total	133.76
A$ per ounce	$1,046.16

Average Acquisition Cost

		AAC Percentiles
Percentile	10th	25th	50th	75th	90th
AAC	2.2%	2.6%	3.0%	3.6%	3.9%

Technical Value

Technical Value = [Base Value]*[Average Acquisition Cost%]

Total Project Technical Value, A$M
Low	3.51
High	4.48
Preferred	4.01
% of contained value	1.96%
A$ perounce	$31.38

Page | 11

Market Value

The current market value for mineral projects in Australia is considered to be depressed and a market factor of 20% to 25 % has been applied to the technical value for Mt Ida Deposit

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

Total Project Market Value, A$M
Low	2.63
High	3.58
Preferred	3.11
% of contained value	1.52%
A$ per ounce	$24.32

GEO-FACTOR RATING METHOD

BASE VALUE

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 the first year of the licence tenure. Exploration Licences in Western Australia, for example, attract a minimum annual expenditure for the first three years of $300 per square kilometre and annual rent of $43.50. A 10% administration fee is taken into account to imply a BAC of $360 to $400 per square kilometre. A similar approach based on expenditure commitments is taken for Prospecting Licences and Mining Leases

	Licence Type Expend. Rent Admin Total $/km2 BAC - Low BAC - High Exploration Licence (E, $/km2) 300 43.50 34.35 377.85 378 360 400 Prospecting Licences (P, $/Ha) 40.00 2.20 4.22 46.42 4,642 4,400 4,900 Mining Lease (M, $/Ha) 100.00 15.00 11.50 126.50 12,650 12,000 13,300

The Company has 100% equity in all tenements. All tenements except for the Other Projects are granted as shown in the tenement schedule. A 40% discount is applied to applications.

Page | 12

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

Project	State	Equity	No	Km2	Status	Grant	Base Value, $m	Base Value, $m
							Low	High
Carnegie	WA	100%	77	1,094	Granted	100%	0.70	0.78
Siberia	WA	100%	33	223.86	Granted	100%	0.23	0.27
Mt Ida	WA	100%	66	458.63	Granted	100%	0.44	0.49
Paterson
Range	WA	100%	1	203.00	Pending	60%	0.04	0.05
Barnicandy
Hill	WA	100%	1	203.00	Pending	60%	0.04	0.05
Total			178	2,182.17			1.46	1.64

A detailed list for all tenements is included in an appendix

PROSPECTIVITY ASSESSMENT FACTORS

An assessment of the prospectivity of tenements was carried out. 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	Off Site Factor	On Site Factor	AnomalyFactor	Geological Factor
1	Indications of Prospectivity	Indications of Prospectivity	No targets outlined	Generally favourable geological environment
2	Resource targets Identified	Targets identified with successful earlydrilling	Exposure of mineralised zones or surface drilling (RAB)	Generally favourable lithology with structures or exposures of mineralised zones
3	Along Strike or adjacent to known mineralization	Grade intercepts on adjacent sections - Exploration Targets Estimated from sound evidence	Significant grade intercepts not yet linked on cross and longsections	Significant mineralised zones exposed in prospective host rocks
4		Inferred Resource identified not yet estimated	Grade intercepts on adjacent sections

Page | 13

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]

Project	Off Site		On Site		Anomaly	Anomaly	Geology	Geology
	Low	High	Low	High	Low	High	Low	High
Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
Siberia	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
Mt Ida	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
Paterson Range	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
BarnicandyHill	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35

A detailed list for all tenements is included in an appendix

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]

Technical Value
	Low High Preferred
Carnegie	1.63 2.50 2.06
Siberia	0.55 0.85 0.70
Mt Ida	1.03 1.57 1.30
Other	0.21 0.31 0.26
Total	3.41 5.23 4.32

A detailed list for all tenements is included in an appendix

Exploration Tenements – Alternative Valuation Methods:

There is a preference for the use of more than one valuation methodology for the same tenements expressed in Paragraph 65 of Regulatory Guide 111. An alternative method to the Geo-factor Rating method might consider past expenditure on the tenements and the uplift of value provided by encouraging result indicated by the Prospectivity Enhancement Multiplier (PEM).

PEM Range Criteria

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

Page | 14

Complete records of past expenditure for the Projects are not available from the previous explorers. The project has been extensively explored in the past with mapping, satellite imagery, geophysics, surface geochemistry and historical drilling forming part of the data base.

It is considered reasonable to suggest that the current value of these work elements would be as shown in the following table. This is considered speculative (but plausible) and the successful results of the work indicate that detailed drilling has defined targets with potential economic interest with the potential to contain medium sized deposits and small Inferred Resources may be estimated. This would attract Prospectivity Enhancement Multipliers as set out below.

Technical Value - Prospectivity Enhancement Method	Technical Value - Prospectivity Enhancement Method
	Expenditure, A$M PEM
Tenement		Technical Value, A$M

	Low Low High	Low High	Preferred
Carnegie	1.50 1.75 1.50	2.63 2.25	2.44
Siberia	0.50 0.75 1.50	0.38 0.75	0.56
Mt Ida	1.00 1.25 1.50	1.25 1.50	1.38
Paterson Range	0.20 0.45 1.25	0.09 0.25	0.17
BarnicandyHill	0.20 0.45 1.25	0.09 0.25	0.17
Total		4.43 5.00	4.72

MARKET VALUE

I have considered the Country risk and current market for exploration properties in Australia. An assessment of country risk and an assessment of the Business Climate have been provided by a specialist firm (source: www.coface.com). The rating for Australia is ‘A1’ for country risk and ‘A1’ for business climate which are considered to be low. This rating will affect the market factor in assessing market value.

The current market value for mineral projects in Australia is considered to be depressed and a market factor of 25% to 30 % has been applied to the technical value for Carnegie and Siberia and 20% to 25% for Mt Ida and the other projects.

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

Market Value
	Market Premium		Low	High	Preferred
Carnegie	70%	75%	1.14	1.88	1.51
Siberia	70%	75%	0.38	0.64	0.51
Mt Ida	75%	80%	0.77	1.26	1.01
Other	75%	80%	0.36	0.57	0.46
Total			2.65	4.33	3.49

Page | 15

A detailed list for all tenements is included in an appendix

VALUATION SUMMARY

Carnegie Deposit – Mineral Resources

Total Project Market Value, A$M
Low	28.82
High	39.41
Preferred	34.12
% of contained value	1.42%
A$ perounce	$22.79

Mt Ida Deposit – Mineral Resources

Total Project Market Value, A$M
Low	2.63
High	3.58
Preferred	3.11
% of contained value	1.52%
A$ per ounce	$24.32

Exploration Potential

Market Value
	Low	High	Preferred
Carnegie	1.14	1.88	1.51
Siberia	0.38	0.64	0.51
Mt Ida	0.77	1.26	1.01
Other	0.36	0.57	0.46
Total	2.65	4.33	3.49

VALUATION OPINION

Based on an assessment of the factors involved I estimate the value for exploration projects to be in the range A$34.1 million to A$47.3 million with a preferred value of A$40.7 million. This valuation is effective on 28 September 2012.

Page | 16

APPENDIX 1

TENEMENT LISTING - SWAN GOLD	TENEMENT LISTING - SWAN GOLD

Tenement Number Project Holders (100% unless otherwise stated)	Grant Date km2
CARNEGIE PROJECT Exploration Licences and Prospecting Licence E16/0327 Carnegie Swan Gold Mining Ltd E16/0332 Carnegie Carnegie Gold Pty Ltd E16/0337 Carnegie Carnegie Gold Pty Ltd E16/0355 Carnegie Carnegie Gold Pty Ltd E16/0400 Carnegie Carnegie Gold Pty Ltd E16/0413 Carnegie Carnegie Gold Pty Ltd E16/0414 Carnegie Carnegie Gold Pty Ltd E24/0150 Carnegie Carnegie Gold Pty Ltd E30/0316 Carnegie Swan Gold Mining Ltd E30/0320 Carnegie Carnegie Gold Pty Ltd E30/0332 Carnegie Barra Resources Ltd E30/0333 Carnegie Barra Resources Ltd E30/0334 Carnegie Carnegie Gold Pty Ltd E30/0335 Carnegie Carnegie Gold Pty Ltd E30/0336 Carnegie Carnegie Gold Pty Ltd E30/0337 Carnegie Carnegie Gold Pty Ltd E30/0338 Carnegie Carnegie Gold Pty Ltd P16/2131 Carnegie Carnegie Gold Pty Ltd P16/2132 Carnegie Carnegie Gold Pty Ltd P16/2514 Carnegie Carnegie Gold Pty Ltd P16/2515 Carnegie Carnegie Gold Pty Ltd P16/2550 Carnegie Carnegie Gold Pty Ltd P16/2551 Carnegie Carnegie Gold Pty Ltd P30/1009 Carnegie Carnegie Gold Pty Ltd P30/1010 Carnegie Carnegie Gold Pty Ltd P30/1017 Carnegie Barra Resources Ltd P30/1018 Carnegie Barra Resources Ltd P30/1019 Carnegie Barra Resources Ltd P30/1020 Carnegie Barra Resources Ltd P30/1021 Carnegie Barra Resources Ltd P30/1022 Carnegie Barra Resources Ltd P30/1023 Carnegie Barra Resources Ltd	11-Oct-06 2.90 28-May-07 72.50 9-Apr-08 11.60 12-Nov-08 5.80 6-Jul-11 31.90 18-Aug-11 2.90 18-Aug-11 2.90 5-Jun-07 8.70 11-Oct-06 2.90 20-May-08 31.90 2-Sep-08 2.90 2-Sep-08 37.70 21-Apr-08 5.80 19-Dec-08 197.20 2-Jul-08 203.00 22-Sep-08 203.00 20-May-08 194.30 27-Oct-05 9.96 27-Oct-05 0.12 19-Dec-08 0.17 7-Apr-09 0.24 16-Apr-08 1.89 16-Apr-08 1.38 22-May-08 1.37 22-May-08 0.20 2-Sep-08 0.47 2-Sep-08 0.44 2-Sep-08 0.22 2-Sep-08 0.49 2-Sep-08 0.39 2-Sep-08 2.00 2-Sep-08 1.17

Page | 17

P30/1024	Carnegie	Barra Resources Ltd	2-Sep-08	0.05
P30/1025	Carnegie	Barra Resources Ltd	2-Sep-08	1.21
P30/1026	Carnegie	Barra Resources Ltd	2-Sep-08	0.17
P30/1027	Carnegie	Barra Resources Ltd	2-Sep-08	1.93
P30/1028	Carnegie	Barra Resources Ltd	2-Sep-08	1.12
P30/1029	Carnegie	Barra Resources Ltd	2-Sep-08	1.18
P30/1030	Carnegie	Barra Resources Ltd	2-Sep-08	1.76
P30/1031	Carnegie	Barra Resources Ltd	2-Sep-08	1.89
P30/1032	Carnegie	Barra Resources Ltd	2-Sep-08	1.99
P30/1033	Carnegie	Barra Resources Ltd	2-Sep-08	1.82
P30/1034	Carnegie	Barra Resources Ltd	2-Sep-08	1.87
P30/1035	Carnegie	Barra Resources Ltd	2-Sep-08	0.76
P30/1036	Carnegie	Barra Resources Ltd	2-Sep-08	1.38
P30/1038	Carnegie	Barra Resources Ltd	2-Sep-08	1.23
P30/1039	Carnegie	Barra Resources Ltd	2-Sep-08	0.11
P30/1040	Carnegie	Barra Resources Ltd	2-Sep-08	1.01
P30/1041	Carnegie	Barra Resources Ltd	2-Sep-08	1.68
P30/1042	Carnegie	Carnegie Gold Pty Ltd	1-Apr-08	1.49
P30/1043	Carnegie	Carnegie Gold Pty Ltd	1-Apr-08	1.59
P30/1044	Carnegie	Carnegie Gold Pty Ltd	1-Apr-08	1.94
P30/1045	Carnegie	Carnegie Gold Pty Ltd	1-Apr-08	1.95
P30/1046	Carnegie	Carnegie Gold Pty Ltd	1-Apr-08	1.89
P30/1047	Carnegie	Carnegie Gold Pty Ltd	1-Apr-08	1.55
P30/1048	Carnegie	Carnegie Gold Pty Ltd	1-Apr-08	1.87
P30/1049	Carnegie	Carnegie Gold Pty Ltd	8-Oct-08	1.43
P30/1051	Carnegie	Carnegie Gold Pty Ltd	22-Sep-08	2.00
P30/1052	Carnegie	Carnegie Gold Pty Ltd	20-May-08	1.74
P30/1053	Carnegie	Carnegie Gold Pty Ltd	10-Nov-08	1.89
P30/1054	Carnegie	Carnegie Gold Pty Ltd	22-Sep-08	1.82
P30/1055	Carnegie	Carnegie Gold Pty Ltd	22-Sep-08	0.78
P30/1056	Carnegie	Carnegie Gold Pty Ltd	20-May-08	0.61
P30/1057	Carnegie	Carnegie Gold Pty Ltd	19-Dec-08	0.26
P30/1058	Carnegie	Carnegie Gold Pty Ltd	19-Dec-08	0.22
P30/1059	Carnegie	Carnegie Gold Pty Ltd	19-Dec-08	0.21
P30/1060	Carnegie	Carnegie Gold Pty Ltd	21-Apr-08	0.55
P30/1064	Carnegie	Carnegie Gold Pty Ltd	8-Oct-08	0.73
P30/1065	Carnegie	Carnegie Gold Pty Ltd	8-Oct-08	1.96
P30/1066	Carnegie	Carnegie Gold Pty Ltd	8-Oct-08	1.89
P30/1067	Carnegie	Carnegie Gold Pty Ltd	8-Oct-08	1.77
P30/1068	Carnegie	Carnegie Gold Pty Ltd	8-Oct-08	1.40

Page | 18

P30/1069	Carnegie	Carnegie Gold Pty Ltd	8-Oct-08	0.53
P30/1074	Carnegie	Carnegie Gold Pty Ltd	6-Jan-10	0.54
P30/1075	Carnegie	Carnegie Gold Pty Ltd	8-Oct-08	0.73
P30/1086	Carnegie	Carnegie Gold Pty Ltd	18-Jan-11	0.70
P30/1087	Carnegie	Carnegie Gold Pty Ltd	18-Jan-11	0.08
Mining Leases and Miscellaneous		Licences
L16/0072	Carnegie	Carnegie Gold Pty Ltd	13-Jun-02	23.20
L16/0073	Carnegie	Carnegie Gold Pty Ltd	13-Jun-02	0.08
L24/0101	Carnegie	Carnegie Gold Pty Ltd	29-Aug-08	0.07
L24/0170	Carnegie	Carnegie Gold Pty Ltd	14-May-97	0.01
L24/0174	Carnegie	Carnegie Gold Pty Ltd	22-Dec-97	1.98
L29/0034	Carnegie	Carnegie Gold Pty Ltd	7-Apr-08	0.99
L29/0038	Carnegie	Carnegie Gold Pty Ltd	11-Apr-89	0.03
L29/0040	Carnegie	Carnegie Gold Pty Ltd	6-Apr-89	0.02
L30/0009	Carnegie	Carnegie Gold Pty Ltd	27-Oct-87	0.01
L30/0019	Carnegie	Carnegie Gold Pty Ltd	25-Oct-88	0.49
L30/0021	Carnegie	Carnegie Gold Pty Ltd	22-Feb-89	0.07
L30/0023	Carnegie	Carnegie Gold Pty Ltd	29-Aug-88	0.07
L30/0035	Carnegie	Carnegie Gold Pty Ltd	6-Nov-92	0.01
L30/0036	Carnegie	Carnegie Gold Pty Ltd	24-Apr-96	0.42
L30/0037	Carnegie	Carnegie Gold Pty Ltd	14-May-97	0.14
L30/0038	Carnegie	Carnegie Gold Pty Ltd	8-Jan-98	0.11
L30/0041	Carnegie	Carnegie Gold Pty Ltd	7-Nov-02	1.47
L30/0043	Carnegie	Carnegie Gold Pty Ltd	19-Mar-02	0.21
M16/0220	Carnegie	Carnegie Gold Pty Ltd	27-Mar-01	0.05
M16/0268	Carnegie	Carnegie Gold Pty Ltd	10-Aug-01	3.86
M16/0470	Carnegie	Carnegie Gold Pty Ltd	9-Dec-03	3.73
M24/0862	Carnegie	Neil Edward NEWMAN	3-Sep-07	5.77
M30/0001	Carnegie	Carnegie Gold Pty Ltd	9-May-84	1.14
M30/0005	Carnegie	Carnegie Gold Pty Ltd	22-Oct-85	0.08
M30/0007	Carnegie	Carnegie Gold Pty Ltd	27-Jun-84	6.60
M30/0016	Carnegie	Barra Resources Ltd	16-Dec-86	4.73
M30/0021	Carnegie	Carnegie Gold Pty Ltd	17-Mar-86	0.01
M30/0034	Carnegie	Carnegie Gold Pty Ltd	12-Jun-87	0.66
M30/0039	Carnegie	Carnegie Gold Pty Ltd	18-May-88	1.97
M30/0042	Carnegie	Carnegie Gold Pty Ltd	2-Dec-87	3.35
M30/0043	Carnegie	Barra Resources Ltd	3-Nov-87	0.50
M30/0044	Carnegie	Carnegie Gold Pty Ltd	30-Oct-87	2.00
M30/0048	Carnegie	Carnegie Gold Pty Ltd	18-May-88	0.08
M30/0059	Carnegie	Carnegie Gold Pty Ltd	29-Mar-88	9.50
M30/0060	Carnegie	Barra Resources Ltd	22-Jan-88	1.07

Page | 19

M30/0063	Carnegie	Carnegie Gold Pty Ltd	22-Apr-88	1.35
M30/0072	Carnegie	Carnegie Gold Pty Ltd	4-Nov-88	7.31
M30/0073	Carnegie	Carnegie Gold Pty Ltd	4-Nov-88	9.60
M30/0074	Carnegie	Carnegie Gold Pty Ltd	4-Nov-88	8.72
M30/0075	Carnegie	Carnegie Gold Pty Ltd	8-Sep-88	3.60
M30/0080	Carnegie	Carnegie Gold Pty Ltd	4-Nov-88	3.15
M30/0084	Carnegie	Barra Resources Ltd	12-Jan-89	2.86
M30/0091	Carnegie	Barra Resources Ltd	16-Mar-90	1.01
M30/0097	Carnegie	Barra Resources Ltd	3-Aug-90	0.07
M30/0098	Carnegie	Barra Resources Ltd	15-Nov-90	0.09
M30/0099	Carnegie	Barra Resources Ltd	27-Dec-90	0.28
M30/0100	Carnegie	Carnegie Gold Pty Ltd	1-Aug-91	3.89
M30/0102	Carnegie	Carnegie Gold Pty Ltd	11-Dec-92	0.38
M30/0103	Carnegie	Carnegie Gold Pty Ltd	27-Jan-93	1.16
M30/0106	Carnegie	Carnegie Gold Pty Ltd	25-Oct-93	2.20
M30/0107	Carnegie	Carnegie Gold Pty Ltd	25-Oct-93	5.51
M30/0108	Carnegie	Carnegie Gold Pty Ltd	12-Oct-93	7.73
M30/0109	Carnegie	Carnegie Gold Pty Ltd	1-Nov-93	2.99
M30/0111	Carnegie	Carnegie Gold Pty Ltd	22-Feb-94	7.95
M30/0122	Carnegie	Carnegie Gold Pty Ltd	29-Sep-04	5.40
M30/0123	Carnegie	Carnegie Gold Pty Ltd	29-Sep-04	10.00
M30/0126	Carnegie	Carnegie Gold Pty Ltd	13-Oct-09	10.00
M30/0127	Carnegie	Barra Resources Ltd	12-Jun-07	3.26
M30/0129	Carnegie	Carnegie Gold Pty Ltd	28-Nov-07	2.00
M30/0131	Carnegie	Carnegie Gold Pty Ltd	4-Dec-96	0.01
M30/0132	Carnegie	Carnegie Gold Pty Ltd	4-Dec-96	0.10
M30/0133	Carnegie	Barra Resources Ltd	9-Jul-99	0.10
M30/0135	Carnegie	Carnegie Gold Pty Ltd	6-Nov-07	0.10
M30/0137	Carnegie	Carnegie Gold Pty Ltd	18-Mar-98	0.05
M30/0148	Carnegie	Carnegie Gold Pty Ltd	17-Nov-99	0.02
M30/0150	Carnegie	Carnegie Gold Pty Ltd	4-Apr-01	0.10
M30/0157	Carnegie	Barra Resources Ltd	19-Dec-02	0.09
M30/0159	Carnegie	Carnegie Gold Pty Ltd	26-Nov-01	6.14
M30/0178	Carnegie	Barra Resources Ltd	18-Dec-02	9.27
M30/0182	Carnegie	Barra Resources Ltd	27-Jun-03	9.76
M30/0187	Carnegie	Davyhurst Gold Pty Ltd	2-Oct-02	9.26
SIBERIA PROJECT
Exploration	Licences and Prospecting Licence
E16/0252	Siberia	Leviathan Resources Ltd	28-Mar-02	29.00
E16/0276	Siberia	Siberia Mining Corporation Pty Ltd	2-May-08	14.50

Page | 20

E16/0329
Siberia
Siberia Mining Corporation Pty Ltd
(90%), Westex Resources Pty Ltd
(10%),
E16/0343
Siberia
Leviathan Resources Ltd
E16/0344
Siberia
Siberia Mining Corporation Pty Ltd
E16/0346
Siberia
Siberia Mining Corporation Pty Ltd
E16/0347
Siberia
Siberia Mining Corporation Pty Ltd
E16/0412
Siberia
Siberia Mining Corporation Pty
E29/0657
Siberia
Siberia Mining Corporation Pty Ltd
P16/2183
Siberia
Siberia Mining Corporation Pty Ltd
P16/2184
Siberia
Siberia Mining Corporation Pty Ltd
P16/2303
Siberia
Siberia Mining Corporation Pty Ltd
P16/2500
Siberia
Ida Gold Pty Ltd
P16/2501
Siberia
Ida Gold Pty Ltd
P16/2502
Siberia
Ida Gold Pty Ltd
P16/2503
Siberia
Ida Gold Pty Ltd
P16/2504
Siberia
Ida Gold Pty Ltd
P16/2505
Siberia
Ida Gold Pty Ltd
P16/2506
Siberia
Ida Gold Pty Ltd
P16/2507
Siberia
Ida Gold Pty Ltd
P16/2510
Siberia
Siberia Mining Corporation Pty Ltd
P16/2518
Siberia
Siberia Mining Corporation Pty Ltd
P16/2527
Siberia
Siberia Mining Corporation Pty Ltd
P24/3534
Siberia
Siberia Mining Corporation Pty Ltd
P24/4177
Siberia
Siberia Mining Corporation Pty Ltd
P24/4178
Siberia
Siberia Mining Corporation Pty Ltd
P24/4179
Siberia
Siberia Mining Corporation Pty Ltd
P24/4180
Siberia
Siberia Mining Corporation Pty Ltd
P24/4181
Siberia
Siberia Mining Corporation Pty Ltd
P24/4182
Siberia
Siberia Mining Corporation Pty Ltd
P24/4183
Siberia
Siberia Mining Corporation Pty Ltd
P24/4283
Siberia
Siberia Mining Corporation Pty Ltd
P29/2012
Siberia
Siberia Mining Corporation Pty Ltd
Mining Leases and Miscellaneous Licences
L15/0223
Siberia
Siberia Mining Corporation Pty Ltd
L15/0224
Siberia
Siberia Mining Corporation Pty Ltd
L16/0058
Siberia
Siberia Mining Corporation Pty Ltd
L16/0062
Siberia
Siberia Mining Corporation Pty Ltd
L16/0068
Siberia
Siberia Mining Corporation Pty Ltd
L16/0077
Siberia
Ida Gold Operations Pty Ltd
L24/0085
Siberia
Siberia Mining Corporation Pty Ltd

13-Nov-06
14.50
26-Mar-08
49.30
29-Apr-08
46.40
12-Mar-08
8.70
12-Mar-08
2.90
6-Jul-11
14.50
21-Sep-09
5.80
29-Sep-09
7.89
29-Sep-09
0.65
15-Feb-08
2.00
15-Apr-08
0.78
15-Apr-08
0.42
15-Apr-08
2.00
15-Apr-08
2.00
15-Apr-08
1.60
15-Apr-08
1.95
15-Apr-08
1.24
15-Apr-08
2.00
16-Jul-09
2.00
29-Apr-08
0.55
31-Aug-09
1.00
24-Apr-96
0.16
21-Apr-09
0.10
21-Apr-09
1.85
19-Feb-09
1.76
21-Apr-09
2.00
20-Feb-08
1.70
20-Feb-08
1.17
31-Dec-07
1.43
12-Jun-09
2.00
21-Sep-09
0.01
10-Jan-00
0.02
10-Jan-00
0.20
13-Dec-99
1.63
13-Dec-99
1.15
25-Sep-09
0.43
28-Mar-06
0.13
27-Oct-87
2.96

Page | 21

L24/0098	Siberia	Siberia Mining Corporation Pty Ltd	7-Apr-88	0.12
L24/0099	Siberia	Siberia Mining Corporation Pty Ltd	7-Apr-88	0.01
L24/0100	Siberia	Siberia Mining Corporation Pty Ltd	7-Apr-88	0.01
L24/0107	Siberia	Siberia Mining Corporation Pty Ltd	11-Apr-89	0.04
L24/0115	Siberia	Siberia Mining Corporation Pty Ltd	25-Oct-88	0.01
L24/0123	Siberia	Siberia Mining Corporation Pty Ltd	1-Aug-89	0.02
L24/0124	Siberia	Siberia Mining Corporation Pty Ltd	1-Aug-89	0.04
L24/0127	Siberia	Siberia Mining Corporation Pty Ltd	27-Sep-89	0.01
L24/0128	Siberia	Siberia Mining Corporation Pty Ltd	27-Sep-89	0.01
L24/0188	Siberia	Siberia Mining Corporation Pty Ltd	4-Nov-04	0.02
L24/0189	Siberia	Siberia Mining Corporation Pty Ltd	1-Mar-06	0.48
M16/0262	Siberia	Siberia Mining Corporation Pty Ltd	12-Mar-99	0.04
M16/0263	Siberia	Siberia Mining Corporation Pty Ltd	12-Mar-99	9.90
M16/0264	Siberia	Siberia Mining Corporation Pty Ltd	12-Mar-99	10.00
M24/0039	Siberia	Robert Charles GARDNER	16-Jan-85	9.91
M24/0051	Siberia	Siberia Mining Corporation Pty Ltd	5-Oct-84	7.46
M24/0115	Siberia	Siberia Mining Corporation Pty Ltd	11-Jun-87	0.92
M24/0159	Siberia	Siberia Mining Corporation Pty Ltd	9-Feb-88	1.88
M24/0208	Siberia	Siberia Mining Corporation Pty Ltd	18-May-88	4.00
M24/0290	Siberia	Siberia Mining Corporation Pty Ltd	15-Jun-89	4.17
M24/0352	Siberia	Siberia Mining Corporation Pty Ltd	13-Jun-90	7.91
M24/0376	Siberia	Siberia Mining Corporation Pty Ltd	19-Feb-91	4.27
M24/0377	Siberia	Siberia Mining Corporation Pty Ltd	9-Jan-91	3.20
M24/0427	Siberia	Siberia Mining Corporation Pty Ltd	14-Dec-93	1.43
M24/0633	Siberia	Siberia Mining Corporation Pty Ltd	20-Apr-04	0.05
M24/0754	Siberia	Siberia Mining Corporation Pty Ltd	11-Jan-99	0.43
M24/0755	Siberia	Siberia Mining Corporation Pty Ltd	28-Nov-07	0.05
M24/0845	Siberia	Siberia Mining Corporation Pty Ltd	25-Mar-04	1.64
M24/0846	Siberia	Siberia Mining Corporation Pty Ltd	25-Mar-04	8.97
M24/0847	Siberia	Siberia Mining Corporation Pty Ltd	25-Mar-04	6.07
M24/0848	Siberia	Siberia Mining Corporation Pty Ltd	25-Mar-04	8.12
M24/0830	Siberia	Siberia Mining Corporation Pty	Pending	0.73
MT IDA PROJECT
Exploration Licences and Prospecting Licence
E29/0561	Mt Ida	International Petroleum Ltd	9-Sep-08	26.10
E29/0640	Mt Ida	International Petroleum Ltd	24-Jun-08	200.10
E29/0641	Mt Ida	International Petroleum Ltd	24-Jun-08	2.90
E29/0642	Mt Ida	International Petroleum Ltd	23-Sep-08	63.80
E29/0643	Mt Ida	International Petroleum Ltd (85%), Silvertree Nominees Pty Ltd (15%),	23-Sep-08	2.90

Page | 22

E29/0644	Mt	Ida	International Petroleum Ltd (85%), Silvertree Nominees Pty Ltd (15%),	23-Sep-08	69.60
E29/0647	Mt	Ida	International Petroleum Ltd	17-Nov-09	14.50
E29/0659	Mt	Ida	International Petroleum Ltd	11-Sep-08	2.90
E29/0660	Mt	Ida	International Petroleum Ltd	10-Jul-08	8.70
P29/1912	Mt	Ida	International Petroleum Ltd	4-Sep-08	1.34
P29/1913	Mt	Ida	International Petroleum Ltd	4-Sep-08	1.55
P29/1934	Mt	Ida	International Petroleum Ltd	24-Jun-08	2.00
P29/1935	Mt	Ida	International Petroleum Ltd	24-Jun-08	0.80
P29/1936	Mt	Ida	International Petroleum Ltd	24-Jun-08	1.83
P29/1937	Mt	Ida	International Petroleum Ltd	24-Jun-08	1.53
P29/1938	Mt	Ida	International Petroleum Ltd	17-Sep-08	1.99
P29/1939	Mt	Ida	International Petroleum Ltd	17-Sep-08	1.59
P29/1940	Mt	Ida	International Petroleum Ltd	17-Sep-08	1.67
P29/1941	Mt	Ida	International Petroleum Ltd	11-Sep-08	1.86
P29/1942	Mt	Ida	International Petroleum Ltd	11-Sep-08	1.77
P29/1943	Mt	Ida	International Petroleum Ltd	11-Sep-08	1.96
P29/1944	Mt	Ida	International Petroleum Ltd	11-Sep-08	1.99
P29/1945	Mt	Ida	International Petroleum Ltd	11-Sep-08	1.88
P29/1946	Mt	Ida	International Petroleum Ltd	11-Sep-08	1.98
P29/1947	Mt	Ida	International Petroleum Ltd	11-Sep-08	1.95
P29/1948	Mt	Ida	International Petroleum Ltd	11-Sep-08	1.96
P29/1949	Mt	Ida	International Petroleum Ltd	11-Sep-08	1.87
P29/1950	Mt	Ida	International Petroleum Ltd	11-Sep-08	1.65
P29/1977	Mt	Ida	International Petroleum Ltd	10-Jul-08	0.83
P29/1990	Mt	Ida	International Petroleum Ltd	24-Jun-08	0.85
P29/1991	Mt	Ida	International Petroleum Ltd	24-Jun-08	0.51
P29/1992	Mt	Ida	International Petroleum Ltd	24-Jun-08	0.45
P29/1993	Mt	Ida	International Petroleum Ltd	24-Jun-08	0.17
P29/1994	Mt	Ida	International Petroleum Ltd	24-Jun-08	0.12
P29/1995	Mt	Ida	International Petroleum Ltd	24-Jun-08	0.10
P29/1996	Mt	Ida	International Petroleum Ltd	24-Jun-08	0.08
P29/1997	Mt	Ida	International Petroleum Ltd	24-Jun-08	0.21
P29/1998	Mt	Ida	International Petroleum Ltd	24-Jun-08	0.16
P29/1999	Mt	Ida	International Petroleum Ltd	24-Jun-08	0.42
P29/2000	Mt	Ida	International Petroleum Ltd	24-Jun-08	0.11
P29/2001	Mt	Ida	International Petroleum Ltd	24-Jun-08	0.49
P29/2002	Mt	Ida	International Petroleum Ltd	23-Sep-08	0.42
P29/2003	Mt	Ida	International Petroleum Ltd	23-Sep-08	0.72
P29/2004	Mt	Ida	International Petroleum Ltd	23-Sep-08	0.24

Page | 23

P29/2005	Mt Ida	International Petroleum Ltd (85%), Silvertree Nominees Pty Ltd (15%),	23-Sep-08	0.14
P29/2006	Mt Ida	International Petroleum Ltd (85%), Silvertree Nominees Pty Ltd (15%),	23-Sep-08	0.21
P29/2007	Mt Ida	International Petroleum Ltd (85%), Silvertree Nominees Pty Ltd (15%),	23-Sep-08	0.24
P29/2008	Mt Ida	International Petroleum Ltd (85%), Silvertree Nominees Pty Ltd (15%),	23-Sep-08	0.20
P29/2009	Mt Ida	International Petroleum Ltd (85%), Silvertree Nominees Pty Ltd (15%),	23-Sep-08	0.75
P29/2010	Mt Ida	International Petroleum Ltd (85%), Silvertree Nominees Pty Ltd (15%),	23-Sep-08	0.85
P29/2011	Mt Ida	International Petroleum Ltd (85%), Silvertree Nominees Pty Ltd (15%),	23-Sep-08	1.26
P29/2015	Mt Ida	International Petroleum Ltd	19-Aug-08	0.14
P29/2016	Mt Ida	International Petroleum Ltd	19-Aug-08	1.40
P29/2017	Mt Ida	International Petroleum Ltd	19-Aug-08	0.98
P29/2018	Mt Ida	International Petroleum Ltd	19-Aug-08	1.55
P29/2019	Mt Ida	International Petroleum Ltd	19-Aug-08	1.44
P29/2020	Mt Ida	International Petroleum Ltd	19-Aug-08	1.50
P29/2021	Mt Ida	International Petroleum Ltd	19-Aug-08	1.50
P29/2022	Mt Ida	International Petroleum Ltd	19-Aug-08	2.00
P29/2023	Mt Ida	International Petroleum Ltd	19-Aug-08	2.00
P29/2024	Mt Ida	International Petroleum Ltd	19-Aug-08	1.99
P30/1012	Mt Ida	International Petroleum Ltd	11-Sep-08	1.98
P30/1013	Mt Ida	International Petroleum Ltd	11-Sep-08	1.99
P30/1014	Mt Ida	International Petroleum Ltd	11-Sep-08	1.99
P30/1015	Mt Ida	International Petroleum Ltd	11-Sep-08	1.99
P30/1016	Mt Ida	International Petroleum Ltd	11-Sep-08	1.99
Mining Leases and Miscellaneous		Licences
M29/0002	Mt Ida	International Petroleum Ltd	22-Dec-82	3.83
M29/0165	Mt Ida	Cape Lambert Iron Ore Ltd (95%), Stuart Leslie HOOPER (5%),	21-Dec-94	1.60
L29/0071	Mt Ida	International Petroleum Ltd	14-Oct-04	0.15
L29/0072	Mt Ida	International Petroleum Ltd	14-Oct-04	0.53
L29/0074	Mt Ida	Mt Ida Gold Pty Ltd	4-Sep-08	0.90
OTHER PROJECTS
Exploration Licences and Prospecting Licence
E45/2536	Paterson Range	Siberia Mining Corporation Pty Ltd	Pending	203.00
E45/2777	Barnicarndy Hill	Siberia Mining Corporation Pty Ltd	Pending	203.00

Page | 24

EXPLORATION PROJECT DETAILS

TENEMENT FACTORS

Tenement	Factors
Tenement	Location	State	Equity	Km2	Status	Grant
							Base	Value
							Low	High
E16/0327	Carnegie	WA	100%	2.90	Granted	100%	1,000	1,000
E16/0332	Carnegie	WA	100%	72.50	Granted	100%	26,000	29,000
E16/0337	Carnegie	WA	100%	11.60	Granted	100%	4,000	5,000
E16/0355	Carnegie	WA	100%	5.80	Granted	100%	2,000	2,000
E16/0400	Carnegie	WA	100%	31.90	Granted	100%	11,000	13,000
E16/0413	Carnegie	WA	100%	2.90	Granted	100%	1,000	1,000
E16/0414	Carnegie	WA	100%	2.90	Granted	100%	1,000	1,000
E24/0150	Carnegie	WA	100%	8.70	Granted	100%	3,000	3,000
E30/0316	Carnegie	WA	100%	2.90	Granted	100%	1,000	1,000
E30/0320	Carnegie	WA	100%	31.90	Granted	100%	11,000	13,000
E30/0332	Carnegie	WA	100%	2.90	Granted	100%	1,000	1,000
E30/0333	Carnegie	WA	100%	37.70	Granted	100%	14,000	15,000
E30/0334	Carnegie	WA	100%	5.80	Granted	100%	2,000	2,000
E30/0335	Carnegie	WA	100%	197.20	Granted	100%	71,000	79,000
E30/0336	Carnegie	WA	100%	203.00	Granted	100%	73,000	81,000
E30/0337	Carnegie	WA	100%	203.00	Granted	100%	73,000	81,000
E30/0338	Carnegie	WA	100%	194.30	Granted	100%	70,000	78,000
P16/2131	Carnegie	WA	100%	9.96	Granted	100%	44,000	49,000
P16/2132	Carnegie	WA	100%	0.12	Granted	100%	1,000	1,000
P16/2514	Carnegie	WA	100%	0.17	Granted	100%	1,000	1,000
P16/2515	Carnegie	WA	100%	0.24	Granted	100%	1,000	1,000
P16/2550	Carnegie	WA	100%	1.89	Granted	100%	8,000	9,000
P16/2551	Carnegie	WA	100%	1.38	Granted	100%	6,000	7,000
P30/1009	Carnegie	WA	100%	1.37	Granted	100%	6,000	7,000
P30/1010	Carnegie	WA	100%	0.20	Granted	100%	1,000	1,000
P30/1017	Carnegie	WA	100%	0.47	Granted	100%	2,000	2,000
P30/1018	Carnegie	WA	100%	0.44	Granted	100%	2,000	2,000
P30/1019	Carnegie	WA	100%	0.22	Granted	100%	1,000	1,000
P30/1020	Carnegie	WA	100%	0.49	Granted	100%	2,000	2,000
P30/1021	Carnegie	WA	100%	0.39	Granted	100%	2,000	2,000
P30/1022	Carnegie	WA	100%	2.00	Granted	100%	9,000	10,000
P30/1023	Carnegie	WA	100%	1.17	Granted	100%	5,000	6,000
P30/1024	Carnegie	WA	100%	0.05	Granted	100%	-	-
P30/1025	Carnegie	WA	100%	1.21	Granted	100%	5,000	6,000
P30/1026	Carnegie	WA	100%	0.17	Granted	100%	1,000	1,000
P30/1027	Carnegie	WA	100%	1.93	Granted	100%	8,000	9,000
P30/1028	Carnegie	WA	100%	1.12	Granted	100%	5,000	5,000

Page | 25

P30/1029	Carnegie	WA	100%	1.18	Granted	100%	5,000	6,000
P30/1030	Carnegie	WA	100%	1.76	Granted	100%	8,000	9,000
P30/1031	Carnegie	WA	100%	1.89	Granted	100%	8,000	9,000
P30/1032	Carnegie	WA	100%	1.99	Granted	100%	9,000	10,000
P30/1033	Carnegie	WA	100%	1.82	Granted	100%	8,000	9,000
P30/1034	Carnegie	WA	100%	1.87	Granted	100%	8,000	9,000
P30/1035	Carnegie	WA	100%	0.76	Granted	100%	3,000	4,000
P30/1036	Carnegie	WA	100%	1.38	Granted	100%	6,000	7,000
P30/1038	Carnegie	WA	100%	1.23	Granted	100%	5,000	6,000
P30/1039	Carnegie	WA	100%	0.11	Granted	100%	-	1,000
P30/1040	Carnegie	WA	100%	1.01	Granted	100%	4,000	5,000
P30/1041	Carnegie	WA	100%	1.68	Granted	100%	7,000	8,000
P30/1042	Carnegie	WA	100%	1.49	Granted	100%	7,000	7,000
P30/1043	Carnegie	WA	100%	1.59	Granted	100%	7,000	8,000
P30/1044	Carnegie	WA	100%	1.94	Granted	100%	9,000	10,000
P30/1045	Carnegie	WA	100%	1.95	Granted	100%	9,000	10,000
P30/1046	Carnegie	WA	100%	1.89	Granted	100%	8,000	9,000
P30/1047	Carnegie	WA	100%	1.55	Granted	100%	7,000	8,000
P30/1048	Carnegie	WA	100%	1.87	Granted	100%	8,000	9,000
P30/1049	Carnegie	WA	100%	1.43	Granted	100%	6,000	7,000
P30/1051	Carnegie	WA	100%	2.00	Granted	100%	9,000	10,000
P30/1052	Carnegie	WA	100%	1.74	Granted	100%	8,000	9,000
P30/1053	Carnegie	WA	100%	1.89	Granted	100%	8,000	9,000
P30/1054	Carnegie	WA	100%	1.82	Granted	100%	8,000	9,000
P30/1055	Carnegie	WA	100%	0.78	Granted	100%	3,000	4,000
P30/1056	Carnegie	WA	100%	0.61	Granted	100%	3,000	3,000
P30/1057	Carnegie	WA	100%	0.26	Granted	100%	1,000	1,000
P30/1058	Carnegie	WA	100%	0.22	Granted	100%	1,000	1,000
P30/1059	Carnegie	WA	100%	0.21	Granted	100%	1,000	1,000
P30/1060	Carnegie	WA	100%	0.55	Granted	100%	2,000	3,000
P30/1064	Carnegie	WA	100%	0.73	Granted	100%	3,000	4,000
P30/1065	Carnegie	WA	100%	1.96	Granted	100%	9,000	10,000
P30/1066	Carnegie	WA	100%	1.89	Granted	100%	8,000	9,000
P30/1067	Carnegie	WA	100%	1.77	Granted	100%	8,000	9,000
P30/1068	Carnegie	WA	100%	1.40	Granted	100%	6,000	7,000
P30/1069	Carnegie	WA	100%	0.53	Granted	100%	2,000	3,000
P30/1074	Carnegie	WA	100%	0.54	Granted	100%	2,000	3,000
P30/1075	Carnegie	WA	100%	0.73	Granted	100%	3,000	4,000
P30/1086	Carnegie	WA	100%	0.70	Granted	100%	3,000	3,000
P30/1087	Carnegie	WA	100%	0.08	Granted	100%	-	-
77				1,093.69			695,000	781,000
E16/0252	Siberia	WA	100%	29.00	Granted	100%	10,000	12,000
E16/0276	Siberia	WA	100%	14.50	Granted	100%	5,000	6,000
E16/0329	Siberia	WA	100%	14.50	Granted	100%	5,000	6,000
E16/0343	Siberia	WA	100%	49.30	Granted	100%	18,000	20,000

Page | 26

E16/0344	Siberia	WA	100%	46.40	Granted	100%	17,000	19,000
E16/0346	Siberia	WA	100%	8.70	Granted	100%	3,000	3,000
E16/0347	Siberia	WA	100%	2.90	Granted	100%	1,000	1,000
E16/0412	Siberia	WA	100%	14.50	Granted	100%	5,000	6,000
E29/0657	Siberia	WA	100%	5.80	Granted	100%	2,000	2,000
P16/2183	Siberia	WA	100%	7.89	Granted	100%	35,000	39,000
P16/2184	Siberia	WA	100%	0.65	Granted	100%	3,000	3,000
P16/2303	Siberia	WA	100%	2.00	Granted	100%	9,000	10,000
P16/2500	Siberia	WA	100%	0.78	Granted	100%	3,000	4,000
P16/2501	Siberia	WA	100%	0.42	Granted	100%	2,000	2,000
P16/2502	Siberia	WA	100%	2.00	Granted	100%	9,000	10,000
P16/2503	Siberia	WA	100%	2.00	Granted	100%	9,000	10,000
P16/2504	Siberia	WA	100%	1.60	Granted	100%	7,000	8,000
P16/2505	Siberia	WA	100%	1.95	Granted	100%	9,000	10,000
P16/2506	Siberia	WA	100%	1.24	Granted	100%	5,000	6,000
P16/2507	Siberia	WA	100%	2.00	Granted	100%	9,000	10,000
P16/2510	Siberia	WA	100%	2.00	Granted	100%	9,000	10,000
P16/2518	Siberia	WA	100%	0.55	Granted	100%	2,000	3,000
P16/2527	Siberia	WA	100%	1.00	Granted	100%	4,000	5,000
P24/3534	Siberia	WA	100%	0.16	Granted	100%	1,000	1,000
P24/4177	Siberia	WA	100%	0.10	Granted	100%	-	-
P24/4178	Siberia	WA	100%	1.85	Granted	100%	8,000	9,000
P24/4179	Siberia	WA	100%	1.76	Granted	100%	8,000	9,000
P24/4180	Siberia	WA	100%	2.00	Granted	100%	9,000	10,000
P24/4181	Siberia	WA	100%	1.70	Granted	100%	7,000	8,000
P24/4182	Siberia	WA	100%	1.17	Granted	100%	5,000	6,000
P24/4183	Siberia	WA	100%	1.43	Granted	100%	6,000	7,000
P24/4283	Siberia	WA	100%	2.00	Granted	100%	9,000	10,000
P29/2012	Siberia	WA	100%	0.01	Granted	100%	-	-
33				223.86			234,000	265,000
E29/0561	Mt Ida	WA	100%	26.10	Granted	100%	9,000	10,000
E29/0640	Mt Ida	WA	100%	200.10	Granted	100%	72,000	80,000
E29/0641	Mt Ida	WA	100%	2.90	Granted	100%	1,000	1,000
E29/0642	Mt Ida	WA	100%	63.80	Granted	100%	23,000	26,000
E29/0643	Mt Ida	WA	100%	2.90	Granted	100%	1,000	1,000
E29/0644	Mt Ida	WA	100%	69.60	Granted	100%	25,000	28,000
E29/0647	Mt Ida	WA	100%	14.50	Granted	100%	5,000	6,000
E29/0659	Mt Ida	WA	100%	2.90	Granted	100%	1,000	1,000
E29/0660	Mt Ida	WA	100%	8.70	Granted	100%	3,000	3,000
P29/1912	Mt Ida	WA	100%	1.34	Granted	100%	6,000	7,000
P29/1913	Mt Ida	WA	100%	1.55	Granted	100%	7,000	8,000
P29/1934	Mt Ida	WA	100%	2.00	Granted	100%	9,000	10,000
P29/1935	Mt Ida	WA	100%	0.80	Granted	100%	4,000	4,000
P29/1936	Mt Ida	WA	100%	1.83	Granted	100%	8,000	9,000

Page | 27

P29/1937	Mt Ida	WA	100%	1.53	Granted	100%	7,000	7,000
P29/1938	Mt Ida	WA	100%	1.99	Granted	100%	9,000	10,000
P29/1939	Mt Ida	WA	100%	1.59	Granted	100%	7,000	8,000
P29/1940	Mt Ida	WA	100%	1.67	Granted	100%	7,000	8,000
P29/1941	Mt Ida	WA	100%	1.86	Granted	100%	8,000	9,000
P29/1942	Mt Ida	WA	100%	1.77	Granted	100%	8,000	9,000
P29/1943	Mt Ida	WA	100%	1.96	Granted	100%	9,000	10,000
P29/1944	Mt Ida	WA	100%	1.99	Granted	100%	9,000	10,000
P29/1945	Mt Ida	WA	100%	1.88	Granted	100%	8,000	9,000
P29/1946	Mt Ida	WA	100%	1.98	Granted	100%	9,000	10,000
P29/1947	Mt Ida	WA	100%	1.95	Granted	100%	9,000	10,000
P29/1948	Mt Ida	WA	100%	1.96	Granted	100%	9,000	10,000
P29/1949	Mt Ida	WA	100%	1.87	Granted	100%	8,000	9,000
P29/1950	Mt Ida	WA	100%	1.65	Granted	100%	7,000	8,000
P29/1977	Mt Ida	WA	100%	0.83	Granted	100%	4,000	4,000
P29/1990	Mt Ida	WA	100%	0.85	Granted	100%	4,000	4,000
P29/1991	Mt Ida	WA	100%	0.51	Granted	100%	2,000	3,000
P29/1992	Mt Ida	WA	100%	0.45	Granted	100%	2,000	2,000
P29/1993	Mt Ida	WA	100%	0.17	Granted	100%	1,000	1,000
P29/1994	Mt Ida	WA	100%	0.12	Granted	100%	1,000	1,000
P29/1995	Mt Ida	WA	100%	0.10	Granted	100%	-	1,000
P29/1996	Mt Ida	WA	100%	0.08	Granted	100%	-	-
P29/1997	Mt Ida	WA	100%	0.21	Granted	100%	1,000	1,000
P29/1998	Mt Ida	WA	100%	0.16	Granted	100%	1,000	1,000
P29/1999	Mt Ida	WA	100%	0.42	Granted	100%	2,000	2,000
P29/2000	Mt Ida	WA	100%	0.11	Granted	100%	-	1,000
P29/2001	Mt Ida	WA	100%	0.49	Granted	100%	2,000	2,000
P29/2002	Mt Ida	WA	100%	0.42	Granted	100%	2,000	2,000
P29/2003	Mt Ida	WA	100%	0.72	Granted	100%	3,000	4,000
P29/2004	Mt Ida	WA	100%	0.24	Granted	100%	1,000	1,000
P29/2005	Mt Ida	WA	100%	0.14	Granted	100%	1,000	1,000
P29/2006	Mt Ida	WA	100%	0.21	Granted	100%	1,000	1,000
P29/2007	Mt Ida	WA	100%	0.24	Granted	100%	1,000	1,000
P29/2008	Mt Ida	WA	100%	0.20	Granted	100%	1,000	1,000
P29/2009	Mt Ida	WA	100%	0.75	Granted	100%	3,000	4,000
P29/2010	Mt Ida	WA	100%	0.85	Granted	100%	4,000	4,000
P29/2011	Mt Ida	WA	100%	1.26	Granted	100%	6,000	6,000
P29/2015	Mt Ida	WA	100%	0.14	Granted	100%	1,000	1,000
P29/2016	Mt Ida	WA	100%	1.40	Granted	100%	6,000	7,000
P29/2017	Mt Ida	WA	100%	0.98	Granted	100%	4,000	5,000
P29/2018	Mt Ida	WA	100%	1.55	Granted	100%	7,000	8,000
P29/2019	Mt Ida	WA	100%	1.44	Granted	100%	6,000	7,000
P29/2020	Mt Ida	WA	100%	1.50	Granted	100%	7,000	7,000
P29/2021	Mt Ida	WA	100%	1.50	Granted	100%	7,000	7,000

Page | 28

P29/2022	Mt Ida	WA	100%	2.00	Granted	100%	9,000	10,000
P29/2023	Mt Ida	WA	100%	2.00	Granted	100%	9,000	10,000
P29/2024	Mt Ida	WA	100%	1.99	Granted	100%	9,000	10,000
P30/1012	Mt Ida	WA	100%	1.98	Granted	100%	9,000	10,000
P30/1013	Mt Ida	WA	100%	1.99	Granted	100%	9,000	10,000
P30/1014	Mt Ida	WA	100%	1.99	Granted	100%	9,000	10,000
P30/1015	Mt Ida	WA	100%	1.99	Granted	100%	9,000	10,000
P30/1016	Mt Ida	WA	100%	1.99	Granted	100%	9,000	10,000
66				458.63			441,000.00	491,000.00
E45/2536	Paterson Range	WA	100%	203.00	Pending	60%	44,000	49,000
E45/2777	Barnicarndy Hill	WA	100%	203.00	Pending	60%	44,000	49,000

GEO FACTOR RATINGS

Prospectivity	Factors
Tenement	Project	Off	Site	On	Site	Anomaly		Geology
		Low	High	Low	High	Low	High	Low	High
E16/0327	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
E16/0332	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
E16/0337	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
E16/0355	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
E16/0400	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
E16/0413	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
E16/0414	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
E24/0150	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
E30/0316	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
E30/0320	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
E30/0332	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
E30/0333	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
E30/0334	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
E30/0335	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
E30/0336	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
E30/0337	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
E30/0338	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
P16/2131	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
P16/2132	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
P16/2514	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
P16/2515	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
P16/2550	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
P16/2551	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
P30/1009	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
P30/1010	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
P30/1017	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
P30/1018	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
P30/1019	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
P30/1020	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35
P30/1021	Carnegie	1.50	1.60	1.25	1.35	1.00	1.10	1.25	1.35

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	P30/1022 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1023 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1024 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1025 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1026 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1027 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1028 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1029 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1030 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1031 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1032 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1033 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1034 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1035 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1036 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1038 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1039 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1040 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1041 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1042 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1043 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1044 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1045 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1046 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1047 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1048 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1049 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1051 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1052 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1053 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1054 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1055 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1056 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1057 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1058 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1059 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1060 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1064 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1065 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1066 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1067 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1068 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1069 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1074 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1075 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1086 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1087 Carnegie 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 1.25 E16/0252 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 E16/0276 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 E16/0329 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 E16/0343 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 E16/0344 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 E16/0346 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 E16/0347 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35

Page | 30

	E16/0412 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 E29/0657 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P16/2183 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P16/2184 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P16/2303 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P16/2500 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P16/2501 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P16/2502 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P16/2503 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P16/2504 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P16/2505 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P16/2506 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P16/2507 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P16/2510 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P16/2518 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P16/2527 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P24/3534 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P24/4177 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P24/4178 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P24/4179 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P24/4180 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P24/4181 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P24/4182 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P24/4183 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P24/4283 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2012 Siberia 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 1.25 E29/0561 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 E29/0640 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 E29/0641 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 E29/0642 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 E29/0643 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 E29/0644 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 E29/0647 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 E29/0659 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 E29/0660 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 1.25 P29/1912 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1913 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1934 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1935 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1936 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1937 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1938 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1939 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1940 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1941 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1942 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1943 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1944 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1945 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1946 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1947 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1948 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1949 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35

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	P29/1950 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1977 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1990 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1991 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1992 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1993 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1994 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1995 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1996 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1997 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1998 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/1999 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2000 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2001 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2002 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2003 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2004 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2005 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2006 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2007 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2008 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2009 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2010 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2011 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2015 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2016 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2017 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2018 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2019 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2020 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2021 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2022 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2023 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P29/2024 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1012 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1013 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1014 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1015 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 P30/1016 Mt Ida 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 1.25 E45/2536 Paterson Range 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35 E45/2777 BarnicarndyHill 1.50 1.60 1.25 1.35 1.00 1.10 1.25 1.35

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TECHNICAL VALUE

Technical Value

Technical Value
Tenement	Project		Technical Value,	$m
		Low	High	Preferred
E16/0327	Carnegie	0.00	0.00	0.00
E16/0332	Carnegie	0.06	0.09	0.08
E16/0337	Carnegie	0.01	0.02	0.01
E16/0355	Carnegie	0.01	0.01	0.01
E16/0400	Carnegie	0.03	0.04	0.03
E16/0413	Carnegie	0.00	0.00	0.00
E16/0414	Carnegie	0.00	0.00	0.00
E24/0150	Carnegie	0.01	0.01	0.01
E30/0316	Carnegie	0.00	0.00	0.00
E30/0320	Carnegie	0.03	0.04	0.03
E30/0332	Carnegie	0.00	0.00	0.00
E30/0333	Carnegie	0.03	0.05	0.04
E30/0334	Carnegie	0.01	0.01	0.01
E30/0335	Carnegie	0.17	0.25	0.21
E30/0336	Carnegie	0.17	0.26	0.22
E30/0337	Carnegie	0.17	0.26	0.22
E30/0338	Carnegie	0.16	0.25	0.21
P16/2131	Carnegie	0.10	0.16	0.13
P16/2132	Carnegie	0.00	0.00	0.00
P16/2514	Carnegie	0.00	0.00	0.00
P16/2515	Carnegie	0.00	0.00	0.00
P16/2550	Carnegie	0.02	0.03	0.02
P16/2551	Carnegie	0.01	0.02	0.02
P30/1009	Carnegie	0.01	0.02	0.02
P30/1010	Carnegie	0.00	0.00	0.00
P30/1017	Carnegie	0.01	0.01	0.01
P30/1018	Carnegie	0.01	0.01	0.01
P30/1019	Carnegie	0.00	0.00	0.00
P30/1020	Carnegie	0.01	0.01	0.01
P30/1021	Carnegie	0.01	0.01	0.01
P30/1022	Carnegie	0.02	0.03	0.03
P30/1023	Carnegie	0.01	0.02	0.02
P30/1024	Carnegie	-	-	-
P30/1025	Carnegie	0.01	0.02	0.02
P30/1026	Carnegie	0.00	0.00	0.00
P30/1027	Carnegie	0.02	0.03	0.02
P30/1028	Carnegie	0.01	0.02	0.01
P30/1029	Carnegie	0.01	0.02	0.02
P30/1030	Carnegie	0.02	0.03	0.02
P30/1031	Carnegie	0.02	0.03	0.02
P30/1032	Carnegie	0.02	0.03	0.03
P30/1033	Carnegie	0.02	0.03	0.02
P30/1034	Carnegie	0.02	0.03	0.02
P30/1035	Carnegie	0.01	0.01	0.01
P30/1036	Carnegie	0.01	0.02	0.02
P30/1038	Carnegie	0.01	0.02	0.02
P30/1039	Carnegie	-	0.00	0.00

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	P30/1040 Carnegie 0.01 0.02 0.01 P30/1041 Carnegie 0.02 0.03 0.02 P30/1042 Carnegie 0.02 0.02 0.02 P30/1043 Carnegie 0.02 0.03 0.02 P30/1044 Carnegie 0.02 0.03 0.03 P30/1045 Carnegie 0.02 0.03 0.03 P30/1046 Carnegie 0.02 0.03 0.02 P30/1047 Carnegie 0.02 0.03 0.02 P30/1048 Carnegie 0.02 0.03 0.02 P30/1049 Carnegie 0.01 0.02 0.02 P30/1051 Carnegie 0.02 0.03 0.03 P30/1052 Carnegie 0.02 0.03 0.02 P30/1053 Carnegie 0.02 0.03 0.02 P30/1054 Carnegie 0.02 0.03 0.02 P30/1055 Carnegie 0.01 0.01 0.01 P30/1056 Carnegie 0.01 0.01 0.01 P30/1057 Carnegie 0.00 0.00 0.00 P30/1058 Carnegie 0.00 0.00 0.00 P30/1059 Carnegie 0.00 0.00 0.00 P30/1060 Carnegie 0.01 0.01 0.01 P30/1064 Carnegie 0.01 0.01 0.01 P30/1065 Carnegie 0.02 0.03 0.03 P30/1066 Carnegie 0.02 0.03 0.02 P30/1067 Carnegie 0.02 0.03 0.02 P30/1068 Carnegie 0.01 0.02 0.02 P30/1069 Carnegie 0.01 0.01 0.01 P30/1074 Carnegie 0.01 0.01 0.01 P30/1075 Carnegie 0.01 0.01 0.01 P30/1086 Carnegie 0.01 0.01 0.01 P30/1087 Carnegie - - - 1.63 2.50 2.06 E16/0252 Siberia 0.02 0.04 0.03 E16/0276 Siberia 0.01 0.02 0.02 E16/0329 Siberia 0.01 0.02 0.02 E16/0343 Siberia 0.04 0.06 0.05 E16/0344 Siberia 0.04 0.06 0.05 E16/0346 Siberia 0.01 0.01 0.01 E16/0347 Siberia 0.00 0.00 0.00 E16/0412 Siberia 0.01 0.02 0.02 E29/0657 Siberia 0.01 0.01 0.01 P16/2183 Siberia 0.08 0.13 0.10 P16/2184 Siberia 0.01 0.01 0.01 P16/2303 Siberia 0.02 0.03 0.03 P16/2500 Siberia 0.01 0.01 0.01 P16/2501 Siberia 0.01 0.01 0.01 P16/2502 Siberia 0.02 0.03 0.03 P16/2503 Siberia 0.02 0.03 0.03 P16/2504 Siberia 0.02 0.03 0.02 P16/2505 Siberia 0.02 0.03 0.03 P16/2506 Siberia 0.01 0.02 0.02 P16/2507 Siberia 0.02 0.03 0.03 P16/2510 Siberia 0.02 0.03 0.03 P16/2518 Siberia 0.01 0.01 0.01 P16/2527 Siberia 0.01 0.02 0.01 P24/3534 Siberia 0.00 0.00 0.00 P24/4177 Siberia - - -

Page | 34

	P24/4178 Siberia 0.02 0.03 0.02 P24/4179 Siberia 0.02 0.03 0.02 P24/4180 Siberia 0.02 0.03 0.03 P24/4181 Siberia 0.02 0.03 0.02 P24/4182 Siberia 0.01 0.02 0.02 P24/4183 Siberia 0.01 0.02 0.02 P24/4283 Siberia 0.02 0.03 0.03 P29/2012 Siberia - - - 0.55 0.85 0.70 E29/0561 Mt Ida 0.02 0.03 0.03 E29/0640 Mt Ida 0.17 0.26 0.21 E29/0641 Mt Ida 0.00 0.00 0.00 E29/0642 Mt Ida 0.05 0.08 0.07 E29/0643 Mt Ida 0.00 0.00 0.00 E29/0644 Mt Ida 0.06 0.09 0.07 E29/0647 Mt Ida 0.01 0.02 0.02 E29/0659 Mt Ida 0.00 0.00 0.00 E29/0660 Mt Ida 0.01 0.01 0.01 P29/1912 Mt Ida 0.01 0.02 0.02 P29/1913 Mt Ida 0.02 0.03 0.02 P29/1934 Mt Ida 0.02 0.03 0.03 P29/1935 Mt Ida 0.01 0.01 0.01 P29/1936 Mt Ida 0.02 0.03 0.02 P29/1937 Mt Ida 0.02 0.02 0.02 P29/1938 Mt Ida 0.02 0.03 0.03 P29/1939 Mt Ida 0.02 0.03 0.02 P29/1940 Mt Ida 0.02 0.03 0.02 P29/1941 Mt Ida 0.02 0.03 0.02 P29/1942 Mt Ida 0.02 0.03 0.02 P29/1943 Mt Ida 0.02 0.03 0.03 P29/1944 Mt Ida 0.02 0.03 0.03 P29/1945 Mt Ida 0.02 0.03 0.02 P29/1946 Mt Ida 0.02 0.03 0.03 P29/1947 Mt Ida 0.02 0.03 0.03 P29/1948 Mt Ida 0.02 0.03 0.03 P29/1949 Mt Ida 0.02 0.03 0.02 P29/1950 Mt Ida 0.02 0.03 0.02 P29/1977 Mt Ida 0.01 0.01 0.01 P29/1990 Mt Ida 0.01 0.01 0.01 P29/1991 Mt Ida 0.01 0.01 0.01 P29/1992 Mt Ida 0.01 0.01 0.01 P29/1993 Mt Ida 0.00 0.00 0.00 P29/1994 Mt Ida 0.00 0.00 0.00 P29/1995 Mt Ida - 0.00 0.00 P29/1996 Mt Ida - - - P29/1997 Mt Ida 0.00 0.00 0.00 P29/1998 Mt Ida 0.00 0.00 0.00 P29/1999 Mt Ida 0.01 0.01 0.01 P29/2000 Mt Ida - 0.00 0.00 P29/2001 Mt Ida 0.01 0.01 0.01 P29/2002 Mt Ida 0.01 0.01 0.01 P29/2003 Mt Ida 0.01 0.01 0.01 P29/2004 Mt Ida 0.00 0.00 0.00 P29/2005 Mt Ida 0.00 0.00 0.00 P29/2006 Mt Ida 0.00 0.00 0.00

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	P29/2007 Mt Ida 0.00 0.00 0.00 P29/2008 Mt Ida 0.00 0.00 0.00 P29/2009 Mt Ida 0.01 0.01 0.01 P29/2010 Mt Ida 0.01 0.01 0.01 P29/2011 Mt Ida 0.01 0.02 0.02 P29/2015 Mt Ida 0.00 0.00 0.00 P29/2016 Mt Ida 0.01 0.02 0.02 P29/2017 Mt Ida 0.01 0.02 0.01 P29/2018 Mt Ida 0.02 0.03 0.02 P29/2019 Mt Ida 0.01 0.02 0.02 P29/2020 Mt Ida 0.02 0.02 0.02 P29/2021 Mt Ida 0.02 0.02 0.02 P29/2022 Mt Ida 0.02 0.03 0.03 P29/2023 Mt Ida 0.02 0.03 0.03 P29/2024 Mt Ida 0.02 0.03 0.03 P30/1012 Mt Ida 0.02 0.03 0.03 P30/1013 Mt Ida 0.02 0.03 0.03 P30/1014 Mt Ida 0.02 0.03 0.03 P30/1015 Mt Ida 0.02 0.03 0.03 P30/1016 Mt Ida 0.02 0.03 0.03 1.03 1.57 1.30 E45/2536 Paterson Range 0.10 0.16 0.13 E45/2777 Barnicarndy Hill 0.10 0.16 0.13 0.21 0.31 0.26

MARKET VALUE

	Market Value Tenement Project Market Value, $m Market Premium Low High Preferred E16/0327 Carnegie 70.0% 75.0% 0.00 0.00 0.00 E16/0332 Carnegie 70.0% 75.0% 0.04 0.07 0.06 E16/0337 Carnegie 70.0% 75.0% 0.01 0.01 0.01 E16/0355 Carnegie 70.0% 75.0% 0.00 0.00 0.00 E16/0400 Carnegie 70.0% 75.0% 0.02 0.03 0.02 E16/0413 Carnegie 70.0% 75.0% 0.00 0.00 0.00 E16/0414 Carnegie 70.0% 75.0% 0.00 0.00 0.00 E24/0150 Carnegie 70.0% 75.0% 0.00 0.01 0.01 E30/0316 Carnegie 70.0% 75.0% 0.00 0.00 0.00 E30/0320 Carnegie 70.0% 75.0% 0.02 0.03 0.02 E30/0332 Carnegie 70.0% 75.0% 0.00 0.00 0.00 E30/0333 Carnegie 70.0% 75.0% 0.02 0.04 0.03 E30/0334 Carnegie 70.0% 75.0% 0.00 0.00 0.00 E30/0335 Carnegie 70.0% 75.0% 0.12 0.19 0.15 E30/0336 Carnegie 70.0% 75.0% 0.12 0.20 0.16 E30/0337 Carnegie 70.0% 75.0% 0.12 0.20 0.16 E30/0338 Carnegie 70.0% 75.0% 0.11 0.19 0.15 P16/2131 Carnegie 70.0% 75.0% 0.07 0.12 0.09

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P16/2132	Carnegie	70.0%	75.0%	0.00	0.00	0.00
P16/2514	Carnegie	70.0%	75.0%	0.00	0.00	0.00
P16/2515	Carnegie	70.0%	75.0%	0.00	0.00	0.00
P16/2550	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P16/2551	Carnegie	70.0%	75.0%	0.01	0.02	0.01
P30/1009	Carnegie	70.0%	75.0%	0.01	0.02	0.01
P30/1010	Carnegie	70.0%	75.0%	0.00	0.00	0.00
P30/1017	Carnegie	70.0%	75.0%	0.00	0.00	0.00
P30/1018	Carnegie	70.0%	75.0%	0.00	0.00	0.00
P30/1019	Carnegie	70.0%	75.0%	0.00	0.00	0.00
P30/1020	Carnegie	70.0%	75.0%	0.00	0.00	0.00
P30/1021	Carnegie	70.0%	75.0%	0.00	0.00	0.00
P30/1022	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1023	Carnegie	70.0%	75.0%	0.01	0.01	0.01
P30/1024	Carnegie	70.0%	75.0%	-	-	-
P30/1025	Carnegie	70.0%	75.0%	0.01	0.01	0.01
P30/1026	Carnegie	70.0%	75.0%	0.00	0.00	0.00
P30/1027	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1028	Carnegie	70.0%	75.0%	0.01	0.01	0.01
P30/1029	Carnegie	70.0%	75.0%	0.01	0.01	0.01
P30/1030	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1031	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1032	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1033	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1034	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1035	Carnegie	70.0%	75.0%	0.00	0.01	0.01
P30/1036	Carnegie	70.0%	75.0%	0.01	0.02	0.01
P30/1038	Carnegie	70.0%	75.0%	0.01	0.01	0.01
P30/1039	Carnegie	70.0%	75.0%	-	0.00	0.00
P30/1040	Carnegie	70.0%	75.0%	0.01	0.01	0.01
P30/1041	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1042	Carnegie	70.0%	75.0%	0.01	0.02	0.01
P30/1043	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1044	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1045	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1046	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1047	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1048	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1049	Carnegie	70.0%	75.0%	0.01	0.02	0.01
P30/1051	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1052	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1053	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1054	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1055	Carnegie	70.0%	75.0%	0.00	0.01	0.01
P30/1056	Carnegie	70.0%	75.0%	0.00	0.01	0.01
P30/1057	Carnegie	70.0%	75.0%	0.00	0.00	0.00
P30/1058	Carnegie	70.0%	75.0%	0.00	0.00	0.00
P30/1059	Carnegie	70.0%	75.0%	0.00	0.00	0.00
P30/1060	Carnegie	70.0%	75.0%	0.00	0.01	0.01
P30/1064	Carnegie	70.0%	75.0%	0.00	0.01	0.01
P30/1065	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1066	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1067	Carnegie	70.0%	75.0%	0.01	0.02	0.02
P30/1068	Carnegie	70.0%	75.0%	0.01	0.02	0.01
P30/1069	Carnegie	70.0%	75.0%	0.00	0.01	0.01
P30/1074	Carnegie	70.0%	75.0%	0.00	0.01	0.01

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P30/1075		Carnegie		70.0%	75.0%	0.00	0.01	0.01
P30/1086		Carnegie		70.0%	75.0%	0.00	0.01	0.01
P30/1087		Carnegie		70.0%	75.0%	-	-	-
	-		-			1.14	1.88	1.51
E16/0252		Siberia		70.0%	75.0%	0.02	0.03	0.02
E16/0276		Siberia		70.0%	75.0%	0.01	0.01	0.01
E16/0329		Siberia		70.0%	75.0%	0.01	0.01	0.01
E16/0343		Siberia		70.0%	75.0%	0.03	0.05	0.04
E16/0344		Siberia		70.0%	75.0%	0.03	0.05	0.04
E16/0346		Siberia		70.0%	75.0%	0.00	0.01	0.01
E16/0347		Siberia		70.0%	75.0%	0.00	0.00	0.00
E16/0412		Siberia		70.0%	75.0%	0.01	0.01	0.01
E29/0657		Siberia		70.0%	75.0%	0.00	0.00	0.00
P16/2183		Siberia		70.0%	75.0%	0.06	0.09	0.08
P16/2184		Siberia		70.0%	75.0%	0.00	0.01	0.01
P16/2303		Siberia		70.0%	75.0%	0.01	0.02	0.02
P16/2500		Siberia		70.0%	75.0%	0.00	0.01	0.01
P16/2501		Siberia		70.0%	75.0%	0.00	0.00	0.00
P16/2502		Siberia		70.0%	75.0%	0.01	0.02	0.02
P16/2503		Siberia		70.0%	75.0%	0.01	0.02	0.02
P16/2504		Siberia		70.0%	75.0%	0.01	0.02	0.02
P16/2505		Siberia		70.0%	75.0%	0.01	0.02	0.02
P16/2506		Siberia		70.0%	75.0%	0.01	0.01	0.01
P16/2507		Siberia		70.0%	75.0%	0.01	0.02	0.02
P16/2510		Siberia		70.0%	75.0%	0.01	0.02	0.02
P16/2518		Siberia		70.0%	75.0%	0.00	0.01	0.01
P16/2527		Siberia		70.0%	75.0%	0.01	0.01	0.01
P24/3534		Siberia		70.0%	75.0%	0.00	0.00	0.00
P24/4177		Siberia		70.0%	75.0%	-	-	-
P24/4178		Siberia		70.0%	75.0%	0.01	0.02	0.02
P24/4179		Siberia		70.0%	75.0%	0.01	0.02	0.02
P24/4180		Siberia		70.0%	75.0%	0.01	0.02	0.02
P24/4181		Siberia		70.0%	75.0%	0.01	0.02	0.02
P24/4182		Siberia		70.0%	75.0%	0.01	0.01	0.01
P24/4183		Siberia		70.0%	75.0%	0.01	0.02	0.01
P24/4283		Siberia		70.0%	75.0%	0.01	0.02	0.02
P29/2012		Siberia		70.0%	75.0%	-	-	-
	-		-	23.10	24.75	0.38	0.64	0.51
E29/0561		Mt Ida		75.0%	80.0%	0.02	0.03	0.02
E29/0640		Mt Ida		75.0%	80.0%	0.13	0.21	0.17
E29/0641		Mt Ida		75.0%	80.0%	0.00	0.00	0.00
E29/0642		Mt Ida		75.0%	80.0%	0.04	0.07	0.05
E29/0643		Mt Ida		75.0%	80.0%	0.00	0.00	0.00
E29/0644		Mt Ida		75.0%	80.0%	0.04	0.07	0.06
E29/0647		Mt Ida		75.0%	80.0%	0.01	0.02	0.01
E29/0659		Mt Ida		75.0%	80.0%	0.00	0.00	0.00
E29/0660		Mt Ida		75.0%	80.0%	0.01	0.01	0.01
				75.0%	80.0%	-	-
P29/1912		Mt Ida		75.0%	80.0%	0.01	0.02	0.01
P29/1913		Mt Ida		75.0%	80.0%	0.01	0.02	0.02
P29/1934		Mt Ida		75.0%	80.0%	0.02	0.03	0.02
P29/1935		Mt Ida		75.0%	80.0%	0.01	0.01	0.01
P29/1936		Mt Ida		75.0%	80.0%	0.01	0.02	0.02
P29/1937		Mt Ida		75.0%	80.0%	0.01	0.02	0.01
P29/1938		Mt Ida		75.0%	80.0%	0.02	0.03	0.02
P29/1939		Mt Ida		75.0%	80.0%	0.01	0.02	0.02

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P29/1940 Mt Ida P29/1941 Mt Ida P29/1942 Mt Ida P29/1943 Mt Ida P29/1944 Mt Ida P29/1945 Mt Ida P29/1946 Mt Ida P29/1947 Mt Ida P29/1948 Mt Ida P29/1949 Mt Ida P29/1950 Mt Ida P29/1977 Mt Ida P29/1990 Mt Ida P29/1991 Mt Ida P29/1992 Mt Ida P29/1993 Mt Ida P29/1994 Mt Ida P29/1995 Mt Ida P29/1996 Mt Ida P29/1997 Mt Ida P29/1998 Mt Ida P29/1999 Mt Ida P29/2000 Mt Ida P29/2001 Mt Ida P29/2002 Mt Ida P29/2003 Mt Ida P29/2004 Mt Ida P29/2005 Mt Ida P29/2006 Mt Ida P29/2007 Mt Ida P29/2008 Mt Ida P29/2009 Mt Ida P29/2010 Mt Ida P29/2011 Mt Ida P29/2015 Mt Ida P29/2016 Mt Ida P29/2017 Mt Ida P29/2018 Mt Ida P29/2019 Mt Ida P29/2020 Mt Ida P29/2021 Mt Ida P29/2022 Mt Ida P29/2023 Mt Ida P29/2024 Mt Ida P30/1012 Mt Ida P30/1013 Mt Ida P30/1014 Mt Ida P30/1015 Mt Ida P30/1016 Mt Ida E45/2536 Paterson Range E45/2777 Barnicarndy Hill	75.0% 80.0% 0.01 75.0% 80.0% 0.01 75.0% 80.0% 0.01 75.0% 80.0% 0.02 75.0% 80.0% 0.02 75.0% 80.0% 0.01 75.0% 80.0% 0.02 75.0% 80.0% 0.02 75.0% 80.0% 0.02 75.0% 80.0% 0.01 75.0% 80.0% 0.01 75.0% 80.0% 0.01 75.0% 80.0% 0.01 75.0% 80.0% 0.00 75.0% 80.0% 0.00 75.0% 80.0% 0.00 75.0% 80.0% 0.00 75.0% 80.0% - 75.0% 80.0% - 75.0% 80.0% 0.00 75.0% 80.0% 0.00 75.0% 80.0% 0.00 75.0% 80.0% - 75.0% 80.0% 0.00 75.0% 80.0% 0.00 75.0% 80.0% 0.01 75.0% 80.0% 0.00 75.0% 80.0% 0.00 75.0% 80.0% 0.00 75.0% 80.0% 0.00 75.0% 80.0% 0.00 75.0% 80.0% 0.01 75.0% 80.0% 0.01 75.0% 80.0% 0.01 75.0% 80.0% 0.00 75.0% 80.0% 0.01 75.0% 80.0% 0.01 75.0% 80.0% 0.01 75.0% 80.0% 0.01 75.0% 80.0% 0.01 75.0% 80.0% 0.01 75.0% 80.0% 0.02 75.0% 80.0% 0.02 75.0% 80.0% 0.02 75.0% 80.0% 0.02 75.0% 80.0% 0.02 75.0% 80.0% 0.02 75.0% 80.0% 0.02 75.0% 80.0% 0.02 0.77 75.0% 80.0% 0.18 75.0% 80.0% 0.18 0.36	0.02 0.02 0.02 0.02 0.02 0.02 0.03 0.02 0.03 0.02 0.02 0.02 0.03 0.02 0.03 0.02 0.03 0.02 0.02 0.02 0.02 0.02 0.01 0.01 0.01 0.01 0.01 0.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 - - 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.01 0.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.01 0.01 0.01 0.01 0.02 0.01 0.00 0.00 0.02 0.01 0.01 0.01 0.02 0.02 0.02 0.01 0.02 0.01 0.02 0.01 0.03 0.02 0.03 0.02 0.03 0.02 0.03 0.02 0.03 0.02 0.03 0.02 0.03 0.02 0.03 0.02 1.26 1.01 0.28 0.23 0.28 0.23 0.57 0.46

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APPENDIX 2

MINERAL ASSETS VALUATION METHODOLOGY FOR EXPLORATION TENEMENTS

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 includesproperties at the earlystage 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 inproduction.

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.

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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

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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

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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.

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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.

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.

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 table.

GEO-FACTOR RATING METHOD (KILBURN)

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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 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 annual rent, statutory expenditure for a period of 12 months and administration fees.

The current Base Acquisition Cost (BAC) for exploration projects is considered to be the average expenditure for the first year of the licence tenure. Exploration Licences in Western Australia, for example, attract a minimum annual expenditure for the first three years of $300 per square kilometre and annual rent of $43.50. A 10% administration fee is taken into account to imply a BAC of $360 to $400 per square kilometre. A similar approach based on expenditure commitments is taken for Prospecting Licences and Mining Leases

	Licence Type Expend. Rent Admin Total $/km2 BAC - Low BAC - High Exploration Licence (E, $/km2) 300 43.50 34.35 377.85 378 360 400 Prospecting Licences (P, $/Ha) 40.00 2.20 4.22 46.42 4,642 4,400 4,900 Mining Lease (M, $/Ha) 100.00 15.00 11.50 126.50 12,650 12,000 13,300

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

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KILBURN GEO-FACTOR RATING CRITERIA - MODIFIED

			Mineralization - On
	Rating	Address - Off Property	Property	Anomalies	Geology
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
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
	1.5	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%)
	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%)
	2.5	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%)
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 - early stage 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 estimatedresources

Estimate of project value is carried out on a tenement by tenement basis and uses four calculations as shown below. The value estimate is shown as a range with a preferred value.

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

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Prospectivity Index = [Off Site Factor][On Site Factor][Anomaly Factor][Geology Factor] Technical Value = [Base Value][Prospectivity Index]

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

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 percentage of metal value. This can be applied to Mineral Resource estimates and Exploration Targets in accordance with the JORC code with appropriate discounts for risk in the different categories.

Resource Category Discounts
Measured Resource	80%
Indicated Resource	70%
Inferred Resource	60%
Exploration Target	50%

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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. An example of appropriate discounts for Rare Earths, Iron Ore and Base Metals is included below but these must be considered on a case-by-case basis.

Operations Factors	Rare Earths	Iron Ore	Base Metals
Recovery	60%	88.00%	100%
Mining	100%	90.00%	100%
Processing	50%	80.00%	90%
Rail	75%	80.00%	90%
Port	90%	70.00%	90%
Capex	50%	70.00%	90%
Marketing	75%	85.00%	90%
Total Operating Discount	7.6%	21.10%	59.0%

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) over the last twenty years as shown in the following chart.

Comparative transactions in the gold industry over the last 20 years

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

5.00% Average Acquisition Cost
4.00%
3.00%
2.00%
1.00%
0.00%
1990 1995 2000 2005 2010
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For the purpose of valuation the Average Acquisition Cost for the lower, preferred and higher value is selected at the 25[th] , 50[th] and 75[th] percentiles.

		AAC Percentiles
Percentile	10th	25th	50th	75th	90th
Average Acquisition Cost	2.2%	2.5%	3.0%	3.4%	3.9%
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.

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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.

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”.

Rudenno, (2009), “The Mining Valuation Handbook” 3[rd] Edition.

Wellmer, F., 1989, “Economic Evaluations in Exploration”, Springer.

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AI assistant

ORA BANDA MINING LTD — Proxy Solicitation & Information Statement 2012

65475_rns_2012-12-16_29951357-931a-4ead-ba92-48ff8a00c04d.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 – PLACEMENT – SHARES

2. RESOLUTION 2 – PARTICIPATION IN PLACEMENT – SHARES TO RELATED PARTY – DR GERHARD KORNFELD

3. RESOLUTION 3 – PARTICIPATION IN PLACEMENT – SHARES TO RELATED PARTY – MR MARTIN DEPISCH

4. RESOLUTION 4 – PARTICIPATION IN PLACEMENT – SHARES TO RELATED PARTY – MR THOMAS STYBLO

5. RESOLUTION 5 – PARTICIPATION IN PLACEMENT – SHARES TO RELATED PARTY – MR DAMIAN DELANEY

6. RESOLUTION 6 – PARTICIPATION IN PLACEMENT – SHARES TO RELATED PARTY – MR PETER FARRIS

7. RESOLUTION 7 – PARTICIPATION IN PLACEMENT – SHARES TO RELATED PARTY – MR MICHAEL FOTIOS

8. RESOLUTION 8 – APPROVAL FOR INVESTMET LIMITED TO INCREASE ITS RELEVANT INTEREST IN THE COMPANY

9. RESOLUTION 9 – APPROVAL TO GRANT SECURITY TO INVESTMET LIMITED

10. RESOLUTION 10 – APPROVAL FOR CONVERSION OF STIRLING DEBT

11. RESOLUTION 11 – SECTION 195 APPROVAL

DATED: 17 DECEMBER 2012

BY ORDER OF THE BOARD

LINDA PAINI COMPANY SECRETARY

EXPLANATORY STATEMENT

1. BACKGROUND

1.1 General

Recapitalisation Deed

DCM Share Sale Agreement

Swan Restructure Deed

1.2 Summary of the Swan Restructure Deed

1.3 Interim Loan Agreement

1.4 Summary of the RCP Restructure Deed

1.5 Investmet Limited

1.6 Strategy

2. RESOLUTION 1 – PLACEMENT – SHARES

2.1 General

2.2 Technical information required by ASX Listing Rule 7.1

3. RESOLUTIONS 2 – 7 – PARTICIPATION IN PLACEMENT BY RELATED PARTIES

3.1 General

3.2 Chapter 2E of the Corporations Act

3.3 Shareholder Approval (Listing Rule 10.11)

4. RESOLUTION 8 – APPROVAL FOR INVESTMET LIMITED TO INCREASE RELEVANT INTEREST

4.1 Background

4.2 Capital Structure of the Company

4.3 Item 7 of Section 611 of the Corporations Act

Section 606 of the Corporations Act – Statutory Prohibition

Voting Power

Associates

Relevant Interests

4.4

Item 7 of Section 611

Note:

Note:

4.5 Specific Information Required by Section 611 Item 7 of the Corporations Act and ASIC Regulatory Guide 74

Investmet Limited

Relevant Interests and Voting Power

Particulars of proposed acquisition and timing

Reason for the proposed allotment and issue/transfer

Advantages of the transactions

Disadvantages of the transactions

Directors Interests

Directors Recommendation

Independent Expert’s Report

5. RESOLUTION 9 – APPROVAL TO GRANT SECURITY TO INVESTMET LIMITED

5.1 Background

5.2 ASX Listing Rule 10.1

6. RESOLUTION 10 – APPROVAL FOR CONVERSION OF STIRLING DEBT

6.1 General

6.2 Technical information required by ASX Listing Rule 7.1

7. RESOLUTION 11 - SECTION 195 APPROVAL

GLOSSARY

Group Securities means:

Mt Ida Securities means:

ORA BANDA MINING LTD Proxy Solicitation & Information Statement 2012