UNITED OROGEN LIMITED

ACN 45 115 593 005

Circular to Shareholders

including NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

General Meeting of United Orogen Limited

to be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on the 6th day of April 2012 commencing at 10:00am (WST).

This document should be read in its entirety. If after reading this Circular to Shareholders, you have any questions or doubts as to how you should vote, you should contact your stockbroker, solicitor, accountant or professional adviser.

Corporate Directory

Directors

Mr Zhukov Pervan MBBS (WA), FRACGP, FAICD Chairman

Mr Parmesh Vakil MSc, MBA, MAusIMM Managing Director

Mr David Zohar BSc, DipEd Director

Mr Noel Taylor BSc, MAusIMM, MAIG Director

Mr John Karajas BSc (Hons) MAIG Director

Company Secretary

Ms Shoshanna Zohar LLB (Hons)

Head Office

Level 7, 231 Adelaide Terrace, PERTH, WESTERN AUSTRALIA 6000 Phone: (08) 9225 4936 Fax: (08) 9225 6474 Website: www.uog.com.au

Registered Office

Level 7, 231 Adelaide Terrace, PERTH, WESTERN AUSTRALIA 6000

Auditors

Rothsay Chartered Accountants 96 Parry Street PERTH, WESTERN AUSTRALIA 6000

Share Registry Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace, PERTH, WESTERN AUSTRALIA 6000

ASX Code

UOG UOGO

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Notice of General Meeting

NOTICE IS GIVEN THAT the General Meeting of the shareholders of United Orogen Limited ("the Company") will be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on 6 April 2012 commencing at 10:00am WST.

Information on the proposals of the resolutions set out below is contained in the Explanatory Memorandum, which accompanies and forms part of this Notice of Meeting.

$\mathbf{1}$ . ACQUISITION OF SHARES IN ORANGE HILLS RESOURCES LIMITED

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

"That for the purposes of Listing Rules 10.1 and 10.11 of the Listing Rules of the ASX, section 208 and 611(7) of the Corporations Act and for all other purposes, approval be given for the Company to enter into an agreement with the shareholders of Orange Hills Resources Limited whereby the Company acquires 100 per cent of the issued shares of Orange Hills Resources Limited and that the Company issues to the shareholders of Orange Hills Resources Limited in the proportions set out in the Explanatory Memorandum, 11,666,667 fully paid shares in the capital of the Company on the terms set out in the Explanatory Memorandum."

Voting Exclusion

For the purposes of ASX Listing Rules 10.10 and 10.11 in relation to Resolution 1, the Company will disregard any votes cast by any party who is a party to the transaction and a person who is to receive securities in relation to the entity and any of their associates. However, the Company need not disregard a vote if:

it is cast by a person as 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 a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

"Snap-Shot" Time

The Corporations Act permits the Company to specify a time, not more than 48 hours before the meeting, at which a "snap-shot" of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the meeting.

The Company's directors have determined that all shares of the Company that are quoted on ASX at 10:00am WST, 4 April 2012 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the shares at that time.

PROXIES

Please note that:

a member of the Company entitled to attend and vote at the General Meeting is $(a)$ entitled to appoint a proxy;
$(b)$ a proxy need not be a member of the Company; and
a member of the Company entitled to cast two or more votes may appoint two $(c)$ proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion is not specified each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. The proxy form is to be used by shareholders who wish to appoint a representative (a proxy) to vote in their place. All shareholders are invited and encouraged to attend the meeting, or if they cannot attend, to send the Company a completed proxy form. Lodgement of a proxy form will not preclude a shareholder from attending and voting in person.

DATED: 1 March 2012

BY ORDER OF THE BOARD

David Zohar Director United Orogen Limited

Explanatory Memorandum

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of General Meeting of the Company.

The Directors recommend that shareholders read this Explanatory Memorandum in full before making any decision in relation to a resolution.

RESOLUTION 1 - ACQUISITION OF SHARES IN ORANGE HILLS RESOURCES $\mathbf{1}$ . LIMITED

Background

The Directors of the Company have resolved to acquire 100 per cent of the issued share capital of Orange Hills Resources Limited ("Orange Hills"). Orange Hills is an unlisted public company that has an interest in the tenements below that contain bauxite and gold prospects.

The tenements are Cape Londonderry - E80/4372, Vansittart - E80/4434, Mt Leeming -E80/4243 and Lawley - E80/4435 ("Orange Hills Tenements"). The details of these tenements and Orange Hills' interests in the tenements are in the tenement report prepared by Lawton Gillon and attached to this explanatory memorandum as Annexure "A". In addition, an independent geologist's valuation prepared by Mr Malcolm Castle appears as Annexure "B" of this explanatory memorandum.

Orange Hills has an issued capital of 35,000,001 shares. The consideration to be provided by the Company for the acquisition of the shares is the issue of 11,666,667 shares in the Company to the shareholders of Orange Hills. Once the Company has acquired the shares in Orange Hills, it will have access to the Orange Hills Tenements.

The shares will be issued to shareholders of Orange Hills on a pro rata basis. Each shareholder of Orange Hills will receive 1 share in the Company for every 3 shares that they hold in Orange Hills. If resolution 1 is passed by the majority of Shareholders, Orange Hills will be a wholly owned subsidiary of the Company.

Related Parties

David Zohar and Zhukov Pervan are related parties in regards to this transaction.

David Zohar and Zhukov Pervan are directors of the Company and of Orange Hills. Mr Zohar and Dr Pervan also own shares in the Company and in Orange Hills.

For the purposes of Listing Rule 10, David Zohar and Zhukov Pervan are persons in a position of influence in the Company. Pursuant to Listing Rule 10.1, a company is required to obtain shareholder approval prior to entering into a transaction with a person in a position of influence.

In the circumstances, the Company is required to obtain the approval of shareholders to enable the transaction contemplated by Resolution 1 to proceed.

Independent expert report

Pursuant to Listing Rule 10.10, the Company has obtained a report on the transaction from an independent expert, Stantons International Securities. The independent expert has concluded that the transaction is fair and reasonable to the shareholders of the Company. A copy of the independent expert's report in its entirety appears as Annexure "C" to this

memorandum. The Company strongly recommends that Shareholders read the independent expert report in full.

Related parties and persons in a position of influence

David Zohar and associates and Zhukov Pervan and associates hold shares in the Company and in Orange Hills. David Zohar and Zhukov Pervan are also directors of both companies. They are related parties under the Corporations Act in the transaction contemplated by Resolution 1 and persons in a position of influence pursuant to listing rule 10 of the Listing Rules.

Zhukov Pervan and associates hold 1,000,000 shares in the Company with an interest of 1.03% and 725,000 options to acquire a share for 20c expiring 31 March 2016.

David Zohar and associates have a relevant interest of 44.97% in the Company. David Zohar and associates hold 43,698,832 shares in the Company. This is divided between David Zohar and his associates as follows:

Name of Holder	Total No of shares held	% held
David Zohar	7,003,818	7.20
Julie Zohar	7,500,002	7.72
Shoshanna Zohar	264.401	0.27
Swancove Enterprises Pty Ltd	6,500,000	6.69
Iron Mountain Mining Limited	20,526,361	21.13
Eagle Nickel Limited	1,904,250	1.96
TOTAL SHARES ON ISSUE	97,159,279

Table 1.1

Iron Mountain Mining Limited is deemed an associate of David Zohar under the Corporations Act because David Zohar and other associates hold more than a 15% interest in Iron Mountain Mining Limited. David Zohar and associates have a relevant interest of 41.0% in Iron Mountain Mining Limited. Eagle Nickel Limited is a deemed associate of David Zohar under the Corporations Act because David Zohar and other associates hold more than a 15% interest in Eagle Nickel Limited. David Zohar and associates have a relevant interest of 44.7% in Eagle Nickel Limited.

David Zohar and associates hold 5,876,274 options to purchase shares in the Company at 20c expiring on 31 March 2016.

Table 1.2

The percentage interest of related parties in the Company

Name	Total No ofshares held	% held	Total No ofoptions held	%held
David Zohar and associates (notincluding Iron Mountain MiningLtd and Eagle Nickel Ltd)	21,268,221	21.89	5,876,274	18.14
Zhukov Pervan and associates	1,000,000	1.03	725,000	2.24
Iron Mountain Mining Limited	20,526,361	21.13	20,012,775	61.80
Eagle Nickel Limited	1,904,250	1.96	634,750	1.96
TOTAL ON ISSUE	97,159,279		32,386,426

Table 1.3

Name	Total No ofshares held	% held
David Zohar and associates	21,000,001	60.0
Zhukov Pervan and associates	2,000,000	5.71
TOTAL ON ISSUE	35,000,001

The percentage interest of related parties in Orange Hills Resources Limited.

Regulatory requirements

Corporations Act - Chapter 2E

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party, unless it has the approval of its members. Orange Hills is a related party of the Company because it has two common directors, Mr David Zohar and Mr Zhukov Pervan. Mr David Zohar and associates have a relevant interest under the Corporations Act in both companies.

The following information in respect of the proposed share issue is provided to meet the requirements of Chapter 2E of the Corporations Act:

Who is the related party? $(a)$

The related parties are Orange Hills, David Zohar and associates and Zhukov Pervan and associates.

$(b)$ What is the nature of the financial benefit?

The financial benefit being provided by the Company is the issue of 11,666,667 shares to the shareholders of Orange Hills as consideration for the acquisition of the share capital of Orange Hills. Every shareholder of Orange Hills will receive 1 United Orogen share for every 3 Orange Hills shares that they own.

David Zohar and associates will be receiving 7,000,000 shares in the Company for their 21,000,001 shares in Orange Hills. Zhukov Pervan and associates will be receiving 666,667 shares in the Company for their 2,000,000 shares in Orange Hills.

$(c)$ What do the directors recommend?
- $(i)$ David Zohar does not make any recommendation as he has an interest in the outcome:
- $(ii)$ Zhukov Pervan does not make any recommendation as he has an interest in the outcome:
- $(iii)$ Noel Taylor, John Karajas and Parmesh Vakil all recommend that shareholders vote in favour of resolution 1 because they believe that:
  - a. it is in the Company's best interests to acquire the exploration tenements that Orange Hills holds an interest in as described in the independent solicitor's report (Annexure A): and
  - b. the new bauxite and gold prospects will add value to the Company.

The independent directors base their recommendations on the information contained in the independent experts report from Stantons International, the independent solicitor's report and the independent valuation of the exploration tenements (Annexures A, B and C).

$(d)$ Do any directors have an interest in the outcome of the proposed resolution? David Zohar and Zhukov Pervan have a personal interest in the outcome of resolution 1 because they hold shares in Orange Hills and will receive shares in the Company for their Orange Hills shares.

$(e)$ What other information known by the directors would reasonably be required by members regarding the resolution?

After resolution 1 is passed. David Zohar and associates and Zhukov Pervan and associates will increase their shareholdings in the Company as follows:

1. David Zohar and associates' shareholding in the Company will increase from 44.97% to 46.61%; and
1. Zhukov Pervan and associates' shareholding in the Company will increase from 1.03% to 1.53%.

Table 14

Name Total No of % held Total No of $\frac{6}{6}$ shares held options held held 18.14 David Zohar and associates (not 28.268.221 26.0 5.876.274 including Iron Mountain Mining Ltd and Eagle Nickel Ltd) Zhukov Pervan and associates 1,666,666 1.53 725,000 2.24 18.86 20.012.775 61.80 Iron Mountain Mining Limited 20.526.361 1.75 634,750 Eagle Nickel Limited 1,904,250 1.96 108,825,946 TOTAL ON ISSUE 32,386,426

The percentage interest of related parties in the Company if Resolution 1 is passed

The approximate value of the financial benefit to David Zohar and associates, if the Company shares were sold currently, would be:

• At 7,000,000 shares in the Company currently trading at 1.9c per share, if sold would equal $133,000.00.

The approximate value of the financial benefit to Zhukov Pervan and associates, if the Company shares were sold currently, would be

• 666,667 shares in the Company currently trading at 1.9c per share, if sold would equal $12,666.67.

Corporations Act - Part 6.1

Section 606 of the Corporations Act prohibits a person, from acquiring a "relevant interest" (defined in the Corporations Act as holding or controlling the vote attached to or the disposal of a security) in issued voting shares in a company where as a result of that acquisition that person's or some other person's voting power in the company increases from a level of below 20% to a level that is above 20%.

A person's "voting power" for these purposes is defined as the total number of votes attached to voting shares in the company in which that person or his associate has a relevant interest expressed as a percentage of the total number of votes attached to all voting shares in the relevant company.

The issued capital of the Company is currently 97,159,279 shares of which David Zohar and associates have an interest of 44.97%. Should Resolution 1 be passed, David Zohar and associates will be issued 7,000,000 extra shares in the Company and increase their relevant interest from 44.97% to 46.61%.

If David Zohar and associates exercise their options in the future and assuming no further shares are issued in the Company. David Zohar and associates could potentially have a 57.3% relevant interest in the Company.

Table 1.6

The percentage interest of David Zohar and associates in the Company if Resolution 1 is passed and David Zohar and associates (including Iron Mountain and Eagle Nickel) exercise their options in the future (assuming no further shares are issued)

Name	Total No ofshares held	%held	Total No ofoptions held	%held
David Zohar and associates(including Iron Mountain MiningLtd and Eagle Nickel Ltd)	77,910,131	57.3
TOTAL ON ISSUE	136,037,245		5,175,127

Section 611(7) of the Corporations Act excludes from the prohibition in Section 606 an acquisition of relevant interests in voting shares in a company by virtue of an allotment if the company has approved of the allotment by a resolution passed at a general meeting at which no votes were cast in relation to the resolution in respect of any shares held by, or by an associate of, the person to whom the first mentioned shares were to be allotted.

Section 611(7) of the Corporations Act provides that the following information must be provided to Shareholders in connection with a vote on a resolution designed to satisfy its requirements.

The members of the Company must be given all information known to the person proposing to make the acquisition or their associates, or known to the Company, that was material to the decision on how to vote on the resolution, including:

$(i)$ The identity of the person proposing to make the acquisition and their associates: The shareholders of Orange Hills will acquire 11,666,667 shares in the Company under resolution 1. David Zohar and associates will receive 7,000,000 shares in the Company for their 21,000,001 Orange Hills shares. This will increase David Zohar and associates' relevant interest in the Company from 44.97% to 46.61%.
The maximum extent of the increase in that person's voting power in the $(ii)$ company that would result from the acquisition: David Zohar and associates will increase their relevant interest in the Company by 1.64%.
$(iii)$ The voting power that person would have as a result of the acquisition: David Zohar and associates will have a voting power of 46.61% after Resolution 1 is passed.
$(iv)$ The maximum extent of the increase in the voting power of each of that person's associates that would result from the acquisition: David Zohar and associates voting power will increase by 1.64%.
The voting power that each of that person's associates would have as result of $(v)$ the acquisition:
- a. David Zohar and associates (not including Iron Mountain Mining Ltd and Eagle Nickel Ltd) - 26.0%
- b. Iron Mountain Mining Limited 18.86%
- c. Eagle Nickel Limited 1.75%

The total voting power of David Zohar and associates will be 46.61%.

Resolution 1 is, therefore, designed to fulfil the requirements of Section 611(7) of the Corporations Act in relation to the acquisition of the issued capital of Orange Hills by the Company.

Information required by Listing Rule 10.13 of the ASX Listing Rules

The following information in respect of the proposed share issue is provided in accordance with Listing Rule 10.13:

The name(s) of the person to whom shares will be issued: $(a)$
- David Zohar and associates: $\bullet$ (David Zohar, David Zohar Family Trust and Swancove Enterprises Pty Ltd) $-7.000.000$ shares
- Zhukov Pervan and associates: $\bullet$ (ZP Ptv Ltd ) - 666,667 shares
$(b)$ The maximum number of securities to be issued to the person:

There will be 7,666,667 shares issued to the people as outlined above in (a).

The date by which the company will issue the shares: $(c)$

The shares will have been issued no later than ONE (1) month after the date of the meeting, or such later date as may be permitted by any waiver granted by ASX and will be issued on one date.

$(d)$ The issue price of the shares:

Nil.

$(e)$ Terms of the issue:

The shares to be issued will be ordinary, fully paid shares ranking pari passu with all other existing shares.

The use (or intended use) of the funds raised: $(f)$ No funds will be raised by the issue of the shares.

GLOSSARY

In this Circular, the following terms have the following meaning unless the context otherwise requires:

"ASX"	means ASX Limited (ABN 98 008 624 691).
"Board"	means board of Directors.
"Company"	means United Orogen Limited (ACN 115 593 005).
"Constitution"	means the constitution of United Orogen Limited.
"Corporations Act"	means the Corporations Act 2001 (Cth) and all regulations madepursuant to such legislation, as amended from time to time.
"Director"	means a director of the Company.
"Listing Rules"	means Listing Rules of ASX, as amended or replaced from time totime, except to the extent of any waiver by ASX.
"Shareholder"	means a member of the Company, as defined in the constitution ofthe Company.
"Shares"	means ordinary fully paid shares in the capital of the Company.
"United Orogen"	means United Orogen Limited (ACN 115 593 005)
"WST"	means Western Standard Time.

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Proxy Form

UNITED OROGEN LIMITED ACN 115 593 005

Proxy Form

Signature

SHAREHOLDER Name, address and daytime telephone number of

Name ................ shareholder of United Orogen Limited. Address ................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Daytime phone no. ................................ Insert here the name of the person you wish to appoint APPOINTS as proxy; shareholders cannot appoint themselves. If the Chair of the meeting is appointed as your proxy, please place a mark in the box. If you do not tick this box, please write the name Name of proxy - please print of your proxy in the space to the right. . . . . . . . . . . . . . . . . . . . . The Chairman intends to vote for Resolution 1 for all undirected proxies. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcomeof the resolution/s and that votes cast by the Chair of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution andyour votes will not be counted in calculating the required majority if a poll is called on the resolution. SIGNATURE OF SHAREHOLDER(S) $\mathfrak n$ All single or joint holders of shares must sign this form. Signature Signature Date or in the case of a company The COMMON SEAL of the company is affixed in accordance with its constitution in the presence of:/Executed by the company by its duly authorised officers in accordance with subsection 127(1) of the Corporations Act 2001:*

Signature of Director ...................................... Name of Director (Print) ....................................... Signature of Director/Secretary ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Name of Director/Secretary (Print) or signed by ................................... under Power of Attorney on behalf of the company. delete as appropriate

This proxy form must be signed by the shareholder and, in the case of joint shareholders, by each of the joint shareholders. In the case of a corporation, this proxy form must be executed in accordance with section 127 of proxy form is signed under Power of Attorney the original Power of Attorney (or a copy certified as a true copy bystatutory declaration) must be forwarded with the proxy form.

Proxy Form (Cont.)

PROXY'S VOTING INSTRUCTIONS 4

If you wish to direct your proxy how to vote, place a mark on the appropriate box. If a mark is placed in a box, your total shareholding will be voted in that manner. You may, if you wish, split your voting direction by inserting the number of shares you wish to vote in the appropriate box. The direction will be invalid if a mark is made against more than one box for a particular item, or, if you have split your direction, if the total shareholding shown in "FOR", "AGAINST", "ABSTAIN" and "PROXY'S DISCRETION" boxes is more than your total shareholding on the share register. Each person who attends the meeting is entitled to one vote only on a show of hands. A person who holds proxies for more than one shareholder cannot vote on a show of hands if he or she holds proxies directing him or her to vote both for and against a resolution.

APPOINTMENT OF A SECOND PROXY(OPTIONAL)

If you want to appoint two proxies you may state here the percentage of your voting rights applicable to this proxy form. If you do not specify a particular percentage, each proxy is entitled to exercise 50% of your voting rights applicable to this proxy form.

A shareholder is entitled to appoint up to two persons (whether shareholders or not) to attend the meeting and vote as proxies. If you wish to appoint two proxies please either photocopy the proxy form or telephone Shoshanna Zohar or Sherry Hingston on ++618 9225 4936 to obtain a second form. Both forms should be completed with the nominated percentage of your voting rights on each form. Please return the proxy forms together.

Important Information

Deadline for Receipt of proxies To be effective, a completed proxy form together with the power of attorney (if any) under which it is signed, must be received by the Company at its registered office or Company office. Level 7. 231 Adelaide Terrace, Perth not less than 48 hours before the appointed time of the General Meeting ie, no later than 10:00am WST on 4 April 2012.

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Destination of Completed Proxy Form Once the Proxy Form is completed and all details checked by you, the form is to be sent or delivered to the Company's office at Level 7, 231 Adelaide Terrace, Perth WA 6000 or PO Box 3235, 249 Hay Street, East Perth 6892 or sent by facsimile to the registered office on ++ 618 9225 6474.

For Further Information If you need any further information about this form or attendance at the Company's General Meeting, please contact Shoshanna Zohar, Company Secretary or Sherry Hingston on ++ 618 9225 4936.

Lawton Gillon

Jan Ross Gillon Simon Christopher England Lawvers

Our Ref: RJG 18878RJG2.doc.1 Your Ref:

Level 11 16 St Georges Terrace Perth WA 6000 Telephone (08) 9221 5445 Fax (08) 9221 4224 Email [email protected] Website: www.lawtongillon.com.au

29 February 2012

The Directors United Orogen Limited Level 7 231 Adelaide Terrace PERTH WA 6000

Dear Sirs

Re: Solicitor's Report on Mining Tenements

$\mathbf{1}$ Introduction

This Solicitor's Report is prepared to accompany a Notice of General Meeting to be issued by United Orogen Limited (the Company) on or about 1 March 2012. The Notice of Meeting sets out the Company's proposal to acquire 100 per cent of the issued capital of Orange Hills Resources Limited ("Orange Hills").

We are instructed that as at the date of this report. Orange Hills has entered into the following agreements (Contracts):

$(a)$ Option to Purchase dated 4 January 2011 with Timothy Tatterson, Paul Askins and Geotech International Pty Ltd (Tenement Holders) whereby Orange Hills has the option to purchase the Tenement Holders interest in Exploration Licences E80/4372, E80/4243, E80/4434 and E80/4435. The option was varied by a letter of variation between the parties dated 13 September 2011. Pursuant to the option as varied. Orange Hills has paid to the tenement holder $136,000.00 plus GST and issued 2,000,000 fully paid ordinary shares in Orange Hills at ONE CENT ($0.01) per share. Orange Hills is also to pay the sum of $40,000.00 plus GST to the Tenement Holders if the shareholders of both the Company and Orange Hills approve at their respective general meetings the Company's proposal to acquire ONE HUNDRED PER CENT (100 %) of the issued capital of Orange Hills. Orange Hills must pay the sum of $1.00 to the Tenement Holders at the time of exercising the option; and
$(b)$ Option to Purchase with Swancove Pty Ltd (Swancove) whereby Orange Hills has the option to purchase Swancove's interest in Exploration Licence E80/4439. The option was varied by a deed of variation dated 1 September 2011. Pursuant to the option as varied, Orange Hills has reimbursed Swancove for the application fee for the exploration licence. Orange Hills may exercise its option at any time on or before 18 months from the date of the grant of the exploration licence, which was granted on 14 June 2011. Orange Hills must

pay the sum of $1.00 to Swancove at the time of exercising the option. Orange Hills is to pay a 2 per cent royalty of the net smelter return from minerals produced from the tenement.

Under the Contracts, Orange Hills is entitled, subject to exercise of the options and completion of the Contracts, to acquire an interest in various granted mining tenements (Tenements).

A schedule of Tenements is attached to and forms part of this report (Schedule). In addition to a list of the Tenements, the Schedule contains notes in relation to the status of the Tenements, native title claims affecting the Tenements and endorsements and conditions affecting the Tenements.

All of the Tenements are located in the North Kimberley Mineral Field, Western Australia.

$22$ Opinion

As a result of our searches (referred to below) and enquiries, but subject to the assumptions and qualifications set out below, we are satisfied that, as at the date of the relevant searches:

$(a)$ the details of the Tenements included in this report are accurate as to the status of the Tenements and Orange Hills' interest in the Tenements;
$(b)$ where title to a Tenement has not been granted or an application for extension of a term of a Tenement is pending, that fact is disclosed in the Schedule or the Notes:
all applicable rents due under the Mining Act in respect of the Tenements have $(c)$ been paid, unless otherwise noted in the Schedule;
all expenditure requirements under the Mining Act have been met or $(d)$ exemptions obtained, unless otherwise noted in the Schedule. We can not comment on the likely success of any applications for expenditure exemptions that have been applied for but not granted as at the date of this report;
under the terms and conditions of the Contracts, Orange Hills has the right to $(e)$ acquire an interest in the Tenements on the terms set out in the Contracts. subject to the matters referred to in this report or the Schedule; and
$(f)$ Tenements granted since 23 December 1996 are valid assuming the applicable processes prescribed by the Native Title Act 1993 as amended by the Native Title Amendment Act 1998 (Cth) (which as amended is referred to as the NTA) were complied with by the State Government (which we have not checked).

The valid grant of any applications for Tenements which may affect native title will require compliance with the applicable processes of the NTA.

$3.$ Qualifications

While the status of the Tenements is dealt with in the Schedules, we point out, by way of summary, that:

we have assumed the accuracy and completeness of all Tenement searches $(a)$ and other information or responses which were obtained from the relevant Department or authority. We cannot comment on any obligations of the encumbrance or otherwise noted on the searches of the Tenements obtained from the Western Australian Department of Mines and Petroleum (DMP):

the holding of the Tenements is subject to compliance with the terms and $(b)$ conditions and the provisions of the Mining Act;
$(c)$ we have assumed the accuracy and completeness of any instructions or information which we have received from Orange Hills or any of its officers, agents and representatives:
we have further assumed that Orange Hills' seals and signatures on all the $(d)$ Contracts are authentic and that the Contracts are and were within the capacity and powers of those who executed them. We assume that all of the Contracts were validly authorised, executed and delivered by and are binding on the parties to them and comprise the entire agreements of the parties to each of them with respect to their respective subject matters. We have relied on Orange Hills' instructions that the Contracts are the only contracts or arrangements relating to the Tenements to which it is a party or of which it is aware:
$(e)$ with respect to any application for the grant of a Tenement, we express no opinion as to whether such application will ultimately be granted and that reasonable conditions will be imposed upon grant, although we have no reason to believe that any application will be refused or that unreasonable conditions will be imposed:
$(f)$ where compliance with the requirements necessary to maintain a Tenement in good standing is not disclosed on the face of the searches referred to in this report, we express no opinion on such compliance;
references in the Schedule to any area of land are taken from details shown on $(g)$ searches obtained from the DMP. It is not possible to verify the accuracy of those areas without conducting a survey:
where Ministerial consent to any agreement or dealing referred to in Part II of $(h)$ this report is being or will be sought, we express no opinion as to whether such consent will be granted, or the consequences of consent being refused. although we have no reason to believe that any application for consent will be refused:
$(i)$ the Schedule of Tenements is accurate as at the date the relevant searches from the DMP were obtained. We cannot comment on whether any changes have occurred in respect of the Tenements between the date of the searches and the date of this report; and
in relation to each native title claim outlined in this report we do not express an $(i)$ opinion on the merits of such native title claim.

$4.$ Mining Tenements

The Tenements comprise exploration licences granted or applied for under the Mining Act.

$(a)$ Application

A person may lodge an application for an exploration licence and the Minister decides whether to grant the application. An application for an exploration

licence (unless a reversion application) cannot be legally transferred and continues in the name of the applicant.

$(b)$ Exploration Licence

The holder of an exploration licence is entitled to enter the land and undertake operations for the purposes of exploration for minerals. An exploration licence remains in force for a period of 5 years. The Minister may extend the term where:

the exploration licence was applied for and granted before 10 February $(i)$ 2006, by a further period or periods of 1 or 2 years; and
the exploration licence was applied for and granted after 10 February $(ii)$ 2006 by a further period of 5 years followed by a further period or periods of 2 years.

An exploration licence cannot be assigned during the first year of its term without the prior written consent of the Minister. Thereafter, there is no restriction on assignment.

The holder of an exploration licence has priority to apply for a mining lease over any of the land subject to the exploration licence. Pursuant to sections 67(1) and 75(7) of the Mining Act, the holder of an exploration licence may apply for and, subject to the Mining Act and the conditions of the licence, has the right to have granted one or more mining leases over any of the land within the area of the licence. Prior to the expiration of the term of any of the exploration licences set out in the Schedule, an application may be made to convert it to one or more mining leases.

$(c)$ Mining Lease

A mining lease remains in force for a period of 21 years and may be renewed for successive periods of 21 years. It is a breach of a condition of a mining lease to assign it without the prior written consent of the Minister. In the case of a mining lease application which is a conversion from either a prospecting licence or an exploration licence, if the licence is assigned, the mining lease application continues in the name of the assignee.

$(d)$ General Conditions

Mining tenements are granted subject to various conditions prescribed by the Mining Act including payment of rent, compliance with minimum expenditure and reporting requirements.

Certain conditions that apply to one or more of the Tenements include standard environmental conditions. Tenements are also subject to statutory requirements of certain other Acts including Aboriginal heritage legislation, environmental protection legislation and rights in water legislation. These standard conditions are not detailed in the notes to the Schedule.

Specific Conditions $(e)$

Specific conditions applicable to the individual Tenements are detailed in the notes to the Schedule.

$(f)$ Encumbrances

Encumbrances and caveats applicable to the individual Tenements are mentioned in the Schedule.

$(q)$ Compliance

Orange Hills' interest in or right in relation to the Tenements is subject to the holder continuing to comply with the respective terms and conditions of the Tenements under the provisions of the Act, and any regulations made pursuant to that Act, together with the conditions specifically applicable to any granted Mining Tenement. We have sought and received confirmation from Orange Hills that the various conditions in respect of each Tenement have been met in all material respects.

5. Searches

For the purposes of this report, we have conducted and reviewed searches of the Tenements in the register maintained by the DMP and made enquiries in respect of all the Tenements.

These searches were conducted on 8 February 2012.

We have obtained "Quick Appraisal" reports from the DMP, summarising information available in the "TENGRAPH" system maintained by the DMP to determine if any native title claims are registered over the area of the Tenements. These searches were conducted on 21 February 2012. We have obtained extracts from the Register of Native Title Claims maintained by the National Native Title Tribunal (NNTT) in respect of registered native title claims. This material was obtained on 9 February 2012.

6. Aboriginal Sites

Tenements in Western Australia are granted subject to an endorsement reminding the tenement holder of its obligation to comply with the requirements of the Aboriginal Heritage Act 1972 (WA) (Heritage Act).

The Heritage Act protects sites and areas of significance to Aboriginal persons. The Minister's consent is required where any use of land is likely to result in the excavation or other alteration of or damage to an Aboriginal site or any objects on or under that site.

There is no requirement for a site to be registered in any public manner or, indeed, be in any way acknowledged as an Aboriginal site for it to qualify as an Aboriginal site for the purposes of the Heritage Act. A register of sites is maintained by the Aboriginal Affairs Department of Western Australia. The Heritage Act applies to all Aboriginal sites and objects whether or not they are registered under the Heritage Act. For that reason, we have not conducted a search of that register for the purposes of this report.

A practical method of minimising the danger of unintentional disturbance of a site, is to undertake Aboriginal heritage surveys with local Aboriginal communities before the commencement of land disturbing activities. This is an informal process because the Heritage Act does not actually prescribe a mechanism for identifying Aboriginal sites. We are not aware of any heritage surveys of the land the subject of the Tenements having been conducted to date.

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (Heritage Protection Act) also affords some protection to Aboriginal sites in Western Australia. It

allows declarations to be made which protect or preserve objects or areas which are of significance to Aboriginals, whether situated on private or Crown land.

Two types of declarations may be made in relation to significant Aboriginal objects or Aboriginal areas (being objects or areas of significance to Aboriginals in accordance with Aboriginal tradition) under the Heritage Protection Act:

$(a)$ emergency declarations of preservation which remain in force for a maximum of 60 days; and
$(b)$ declarations of preservation (which remain in force for the terms specified in the declarations).

Before making a permanent declaration in relation to an area, the Minister for Aboriginal Affairs must commission a report on the area, which addresses specific matters such as the significance of the area, the extent of the area to be protected and the effects of the declaration on any non-Aboriginal interests in the land.

Compensation is payable by the Minister for Aboriginal Affairs to a person who is, or is likely to be, affected by a permanent declaration of preservation.

It is an offence to contravene a declaration made under the Heritage Protection Act.

In respect of these sites and any other sites identified on any of the Tenements, the Company needs to ensure that any interference with such sites is in strict conformity with the provisions of the Heritage Act and the Heritage Protection Act.

$\overline{7}$ . Native Title Legislation

On 3 June 1992, the High Court of Australia held in Mabo v. Queensland (No.2) (1992) 175 CLR 1 that the common law of Australia recognises a form of native title. In order to succeed in a native title claim the persons making such claim must show that they eniov certain customarv rights and privileges in respect of a particular area of land and that by these rights and privileges they have a connection with that land. Such a claim will not be recognised if the native title has been extinguished, either by voluntary surrender to the Crown, death of the last survivor of a community entitled to native title. abandonment of the land in question by that community or the granting of a wholly "inconsistent interest" in the land by the Crown.

An example of an inconsistent interest would be the granting of a freehold or some type of exclusive possession leasehold interest in the land. The granting of a lesser form of interest not conferring exclusive possession will not extinguish native title as it would not be wholly inconsistent with native title rights and interests.

The Racial Discrimination Act 1975 (Cth) (RDA) enacted by the Federal Parliament is binding on the State of Western Australia, and generally makes racial discrimination unlawful

The Commonwealth Parliament responded to the Mabo decision by passing the Native Title Act 1993 (Cth). This Act enabled a State Parliament to validate any mining tenements granted prior to its commencement which might otherwise have been invalid by reason of the RDA. The Native Title Act 1993 (Cth) was extensively amended by the Native Title Amendment Act 1998 (Cth). These amendments include the ability of a State Parliament to validate any titles which may have been invalidly granted over pastoral leases and certain other leasehold interests during the period 1 January 1994 to 23 December 1996. The State of Western Australia has enacted the validating legislation contemplated by the NTA: the Titles (Validation) and Native Title (Effect of Past Acts) Act 1995 as amended by the Titles (Validation) and Native Title (Effect of Past Acts) Amendment Act 1999.

8. Native Title Claims

Persons claiming to hold native title may lodge an application for determination of native title with the Federal Court. The Court will then refer the application to the Native Title Registrar for the registration test.

If the Native Title Registrar is satisfied that the lodged claim meets the registration requirements set out in the NTA (Registration Test), it will be entered on the Register of Native Title Claims maintained by the National Native Title Tribunal (Register). Claimants of registered claims are afforded certain procedural rights under the NTA including the "right to negotiate".

Claims which fail to meet the Registration Test are recorded on the Schedule of Applications Received. Such claims may be entered on the Register at a later date if additional information is provided by the claimant that satisfies the Registration Test.

Some of the Tenements relate to land which is currently the subject of one or more registered native title claims. These claims are identified in the Schedule. If native title is found to exist, the nature of the native title may be such that consent to the grant of a mining tenement may be required by the native title holders but is withheld or only granted on conditions unacceptable to the Company.

We have not undertaken the considerable historical, anthropological and ethnographic work that would be required to determine the likelihood that existing claims may be successful, or the possibility of any further native title claims being made in the future.

In any event, the existence of native title is not the relevant issue for the Company. The relevant issue is the existence of a registered native title claim. That effectively requires Orange Hills to observe the provisions of the NTA in proceeding with any applications for mining tenements. The reason for this is that an act which affects native title rights such as the grant of a mining tenement may be invalid unless there has been compliance with the provisions of the NTA. Until the native title claim has been determined by the Federal Court the existence of native title will be uncertain. Prudence dictates that native title should be assumed to exist over all claimed land other than freehold. "exclusive possession" leasehold or vested reserve until the claim has been determined.

Effect of Native Title on Validity of Tenements $91$

The existence of native title to an area as at the date of grant of a mining tenement may render the tenement invalid.

For example, if the provisions of the RDA or the NTA are ignored. We have reviewed the validity of each of the Tenements and made notations as to their validity (from a native title perspective) in the Schedule, having regard to the following:

Tenements granted prior to 1 January 1994 $(a)$

Tenements granted prior to 1 January 1994 are either valid as at the date or were subsequently validated by the combined operation of the NTA and Western Australian or New South Wales native title legislation, depending on their location.

Orange Hills does not have an interest in any tenements that were granted prior to 1 January 1994.

$(b)$ Tenements granted between 1 January 1994 and 23 December 1996

Tenements granted between 1 January 1994 and 23 December 1996 (being the date on which the High Court handed down the Wik decision) will either be:

Valid as at the date of grant; or
Invalid because they fail to comply with certain provisions of the NTA or for any other reason because of native title.

The combined operation of the Commonwealth and Western Australian native title legislation will have validated such invalid acts, if certain statutory criteria are met (such as, where applicable, the payment of compensation and notification requirements).

Orange Hills does not have an interest in any tenements that were granted between 1 January 1994 and 23 December 1996.

Tenements granted since 23 December 1996 $(c)$

Mining Tenements granted since 23 December 1996 which affect native title rights and interests will be valid provided that the future act procedures set out in (d) below were followed by the relevant parties. We have not been instructed to analyse whether or not the relevant NTA procedures were followed in relation to each tenement, but are of the opinion that they were validly granted.

All of the Tenements in which Orange Hills has an interest were granted or are to be granted after 1996 and are classified as valid future acts under the NTA.

$(d)$ Future Tenement Grants

The valid grant of any mining tenement that may affect native title requires full compliance with the provisions of the NTA. The primary procedure prescribed under the NTA is the "right to negotiate" process.

The right to negotiate process involves the publishing or advertising of a notice of the proposed grant of a tenement followed by a 6 month period of negotiation between the State Government, the tenement applicant and the relevant registered native title claimant. If agreement is not reached to enable the grant to occur, the matter may be referred to arbitration before the National Native Title Tribunal ("NNTT"), which has a further 6 months to reach a decision. The decision of the NNTT may be reviewed by the relevant Federal Minister.

The right to negotiate process is not required to be followed in respect of a proposed future act in instances where the expedited procedure applies. Under the NTA, a future act is an act attracting the expedited procedure if:

$(a)$ the act is not to interfere directly with the carrying on of the community or social activities of the persons who are the holders of native title in relation to the land: and
$(b)$ the act is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of the native title in relation to the land: and

$(c)$ the act is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.

When the proposed future act is considered to be one that attracts the expedited procedure, persons have until 3 months after the notification date to take steps to become a native title party in relation to the relevant act (for example the proposed granting of an exploration licence). The future act may be done unless, within 4 months after the notification day, a native title party lodges an objection with the NNTT against the inclusion of a statement that the proposed future act is an act attracting the expedited procedure.

If there are no native title parties or no objections lodged within the 4 month period, the act may be done. If one or more native title parties object to the statement, the NNTT must determine whether the act is an act attracting the expedited procedure. If the NNTT determines that it is, the State may do the future act (ie grant an exploration licence).

The right to negotiate process does not have to be pursued in cases where an indigenous land use agreement ("ILUA") is negotiated with the relevant Aboriginal people and registered with the NNTT. In such cases, the procedures prescribed by the ILUA must be followed to obtain the valid grant of the tenement. These procedures will vary depending on the terms of the ILUA.

We have not been provided with any information on any negotiations relating to any ILUA for any of the Tenements.

$101$ Consent

This report is given solely for the benefit of the Company and the directors of the Company in connection with the proposed resolution set out in the Notice of Meeting and is not to be relied on or disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior written consent.

Yours faithfully

.awton Gillon

TENEMENT SCHEDULE

TenementType	TenementNumber	Holders(Shares)	AreaBlocks	GrantDate	ExpiryDate	Rent$($ $)	MinimumExpenditure$($ $)	Native TitleClaims
ExplorationLicence	E80/4243	Timothy VincentTATTERSON andGeotechInternational PtyLtd	54 BL	10.11.10	9.11.15	6,129.00	54,000.00	WC 99/47Balanggarra(Combination)WAD 6015/99Wanjiina $-$WunggurrCommunity
ExplorationLicence	E80/4372	Timothy VincentTATTERSON andGeotechInternational PtyLtd	87 BL	18.4.11	17.4.16	9,874.50	87,000.00	WC 99/47Balanggarra(Combination)
ExplorationLicence	E80/4434	Timothy VincentTATTERSON andPaul WinstonASKINS	10 BL	10.8.11	9.8.16	1,135.00	20,000.00	WAD 6033/99Wanjiina -WunggurrCommunity
ExplorationLicence	E80/4435	Timothy VincentTATTERSON andPaul WinstonASKINS	48 BL	10.8.11	9.8.16	5,448.00	48,000.00	WAD 6033/99Wanjiina –WunggurrCommunity
ExplorationLicence	E80/4439	SwancoveEnterprises PtyLtd	42 BL	14.6.11	13.6.16	4,767.00	42,000.00	WC 99/47Balanggarra(Combination)

Notes to Tenement Schedule

Note 1 E80/4243

ENDORSEMENTS

$\mathbf{1}$ The licensee's attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.
$2.$ The licensee's attention is drawn to the Environmental Protection Act 1986 and the Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.
$3.$ The land the subject of this licence affects Rainforest areas and a Rainforest monitoring area. The licensee advised to contact the Department of Environment and Conservation for detailed information on the management requirements for rainforest areas and rainforest monitoring site or sites present within the tenement area.

CONDITIONS

$\mathbf{1}$ . All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe immediately after completion.
1. All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Mines and Petroleum (DMP). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMP.
1. All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or at the termination of exploration program.
Unless the written approval of the Environmental Officer, DMP is first obtained, the use of $\overline{4}$ . drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
The licensee notifying the holder of any underlying pastoral or grazing lease by telephone $51$ or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, buildozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.
1. The licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:
- the grant of the licence; or $\bullet$
- registration of a transfer introducing a new licensee; $\bullet$

advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.

In respect of the area covered by this licence if the Balangarra Combination NTC $71$ WC99/047 (being the applicants in Federal Court Application No/s. WAD6027/98 send a request by pre-paid post to the licensee's or agent's address, not more than ninety days after the grant of this licence, the licensee shall within thirty days of the reguest execute in favour of Balangarra Combination NTC WC99/047 the Regional Standard Heritage Agreement (RSHA) endorsed by peak industry groups and the Kimberley Land Council.
in Federal Court Application No/s, WAD6015/99 send a request by pre-paid post to the 8. licensee's or agent's address, not more than ninety days after the grant of this licence, the licensee shall within thirty days of the request execute in favour of Wanijna-Wunggurr Wilinggin NTD WC99/011 the Regional Standard Heritage Agreement (RSHA) endorsed by peak industry groups and the Kimberley Land Council.

Note2

E80/4372

ENDORSEMENTS

$\mathbf{1}$ The licensee's attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.
The licensee's attention is drawn to the Environmental Protection Act 1986 and the $2.$ Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.
The land the subject of this licence affects Rainforest areas. The licensee advised to 3. contact the Department of Environment and Conservation for detailed information on the management requirements for rainforest areas and rainforest monitoring site or sites present within the tenement area.

CONDITIONS

All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise $11$ made safe immediately after completion.
All disturbances to the surface of the land made as a result of exploration, including $2.$ costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Mines and Petroleum (DMP). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMP.
All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary $31$ buildings being removed from the mining tenement prior to or at the termination of exploration program.
Unless the written approval of the Environmental Officer, DMP is first obtained, the use of 4. drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
The licensee notifying the holder of any underlying pastoral or grazing lease by telephone $-5.$ or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, buildozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.
The licensee or transferee, as the case may be, shall within thirty (30) days of receiving 6. written notification of:
- the grant of the licence: or $\bullet$
- registration of a transfer introducing a new licensee;

advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.

No interference with Geodetic Survey Stations S 166 & S 168 and mining within 15 $71$ metres thereof being confined to below a depth of 15 metres from the natural surface.
The prior written consent of the Minister responsible for the Mining Act 1978 being 8. obtained before commencing any exploration activities on the foreshore, seabed and navigable waters.
In respect of the area covered by the licence the licensee, if so requested in writing by the 9. Balangarra People the applicants in Federal Court application No. WAD 6027/98 (WC99/47), such request being sent by pre-paid post to reach the licensee's address not more than ninety days after the grant of this licence, shall within thirty days of the request execute in favour of the Balangarra People the Regional Standard Heritage Agreement ("RHSA") endorsed by peak industry groups and offered by the Kimberley Land Council.

Note 3

F80/4434

ENDORSEMENTS

The licensee's attention is drawn to the provisions of the Aboriginal Heritage Act 1972 $\mathbf{1}$ . and any Regulations thereunder.
The licensee's attention is drawn to the Environmental Protection Act 1986 and the $2.$ Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.

CONDITIONS

All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise 1. made safe immediately after completion.
All disturbances to the surface of the land made as a result of exploration, including $\mathcal{P}_{\mathcal{P}}$ costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer. Department of Mines and Petroleum (DMP). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMP.
All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary $3.$ buildings being removed from the mining tenement prior to or at the termination of exploration program.
Unless the written approval of the Environmental Officer, DMP is first obtained, the use of 4. drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
The prior written consent of the Minister responsible for the Mining Act 1978 being 5. obtained before commencing any exploration activities on Use and Benefit of Aborigines Reserve 24705.

Note 4

F80/4435

ENDORSEMENTS

1. The licensee's attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.
The licensee's attention is drawn to the Environmental Protection Act 1986 and the $2.$ Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.
$3.$ The land the subject of this licence affects Rainforest areas and a Rainforest monitoring site. The licensee advised to contact the Department of Environment and Conservation for detailed information on the management requirements for rainforest areas and rainforest monitoring site or sites present within the tenement area.

CONDITIONS

All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise 1. made safe immediately after completion.
All disturbances to the surface of the land made as a result of exploration, including $2.$ costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Mines and Petroleum (DMP). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMP.
All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary 3. buildings being removed from the mining tenement prior to or at the termination of exploration program.
Unless the written approval of the Environmental Officer, DMP is first obtained, the use of $\overline{4}$ . drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
The prior written consent of the Minister responsible for the Mining Act 1978 being 5. obtained before commencing any exploration activities on the foreshore, seabed and navigable waters.

Note5

E80/4439

ENDORSEMENTS

The licensee's attention is drawn to the provisions of the Aboriginal Heritage Act 1972 1. and any Regulations thereunder.
$2.$ The licensee's attention is drawn to the Environmental Protection Act 1986 and the Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.

The land the subject of this licence affects Rainforest areas and a Rainforest monitoring site. The licensee advised to contact the Department of Environment and Conservation for detailed information on the management requirements for rainforest areas and rainforest monitoring site or sites present within the tenement area.

CONDITIONS

$\mathbf{1}$ . All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe immediately after completion.
$2.$ All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Mines and Petroleum (DMP). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMP.
1. All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or at the termination of exploration program.
4 Unless the written approval of the Environmental Officer, DMP is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
1. The licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.
1. The licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:
- the grant of the licence: or
- registration of a transfer introducing a new licensee

advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer

$71$ The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any exploration activities on Use and Benefit of Aboriginal Inhabitants Reserve 21675.

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

13 February 2012

The Directors United Orogen Limited Level 7, 231 Adelaide Terrace Perth WA 6012

Dear Sirs.

Re: INDEPENDENT VALUATION OF THE MINERAL ASSETS of UNITED OROGEN LIMITED in the KIMBERLEY AREA of WESTERN AUSTRALIA

I have been commissioned by the Directors of United Orogen Limited ("United Orogen" or the "Company") to provide a Mineral Asset Valuation Report ("Report") of the Mt Leeming, Cape Londonderry, Lawley and Vansittart projects in the Kimberley region of Western Australia.

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

The present status of the tenements/licenses listed in this report is based on information provided by the Company. The Report has been prepared on the assumption that the tenements are lawfully accessible for evaluation. Details in respect to the legal status and tenure of the tenements comprising the Project were reviewed from documents issued by the respective governments and included in the data supplied by the company.

DECLARATIONS

Relevant codes and guidelines

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

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

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

Sources of Information

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

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

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

Qualifications and Experience

The person responsible for the preparation of this report is:

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

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

has completed numerous Independent Geologist's Reports and mineral asset valuations over the last decade as part of his consulting business and a list of recent assignments is included at the end of this report.

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

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

Competent Persons Statement

The information in this report that relates to Exploration Results and Mineral Resources of 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 Competent Persons as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves., Mr Castle consents to the inclusion in this report of the matters based on the information in the form and context in which they appear.

Independence

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

Yours faithfully

Vn l

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

PROJECT REVIEW

PROJECT OVERVIEW

The Company's projects include the Mt Leeming (Bauxite), Cape Londonderry (Gold), Lawley (Gold) and Vansittart (Gold) projects in the Kimberley area of Western Australia.

PROJECT LOCATION PLAN

Figure 1

÷,

TENEMENT SHEDULE

Tenement	Holder	Area	ApplicationDate	Dafetenementgranted	Datetenementexpires	Rent$($)$	MinimumExpenditure($)
	Cape Londonderry (WA)
E80/4372	Timothy VincentTATTERSON andGeotech InternationalPty Ltd	87 Blocks	6/11/2009	18/04/2011	17/04/2016	$9,875	$87,000
Mt Leeming (WA)
E80/4243	Timothy VincentTATTERSON andGeotech InternationalPty Ltd	54 Blocks	3/04/2009	10/11/2010	9/11/2015	$6,129	$54,000
E80/4439	Swancove EnterprisesPty Ltd	42 Blocks	21/04/2010	14/06/2011	13/06/2016	$4,767	$42,000
Vansittart (WA)
E80/4434	Timothy VincentTATTERSON andPaul Winston ASKINS	10 Blocks	7/04/2010	10/08/2011	9/08/2016	$1,135	$20,000
Lawley (WA)
E80/4435	Timothy VincentTATTERSON andPaul Winston ASKINS	48 Blocks	7/04/2010	10/08/2011	9/08/2016	$5,448	$48,000

PROPOSED DEVELOPMENT OF WEST KIMBERLEY RESOURCES

In 2005, a report on the West Kimberley was commissioned by the West Australian Department of Industry and Resources within the framework of the Australian Government Regional Minerals Program (RMP). A review of this study provided the following positive information concerning the long term potential of the area. The report referred to this extensive but relatively remote part of Australia's northwest that contains significant but as yet, largely unexploited mineral and energy resources, within a region of great aesthetic, environmental and cultural diversity and significance.

Reference is made to the traditional owners who wish to both preserve the region and ensure that the cultural responsibilities are upheld, but at the same time explore opportunities for economic self-determination by way of the development of identified petroleum and mineral resources.

Both the gas and mineral (bauxite) occurrences are acknowledged, with especial reference to the Mitchell Plateau and Mt Leeming bauxite mineralisation and a wide range of both precious and base metals as well as on-shore petroleum.

This report, and the more recent Federal Government Kimberley Heritage Listing announcement in August 2011, confirms that the West Kimberley area is currently being looked upon with renewed interest, with both the Australian Federal and West Australian Governments giving high priority to the Development of the Browse Basin gas fields that, once developed, could provide an important energy source, for any planned mineral processing, especially alumina processing.

Attendant to this proposed access to known mineralisation of the area, would be the development of a much needed infrastructure, namely all-weather access, port development, airfield rehabilitation and construction and mine site development.

The existence of such a comprehensive proposal framework as contained in this Regional Minerals Proposal report provides valuable supporting evidence that, even in the light of possible environmental and Native Title objections to mineral exploitation in the area, development of this remote area of Western Australia has been under consideration at both State and Federal Government levels.

MT LEEMING - BAUXITE

Reconnaissance exploration by previous explorers between 1965 and 2007 identified significant lateritic bauxite minerals hosted by Carson Volcanic rock sequences. Only limited sampling and assessment has been carried out. The North Kimberley Region is currently being assessed for bauxite deposits adjacent to Mt Leeming (West Kalumburu, Couchman Range and Grass Hills), the prospectivity of the project area is considered to be significant and more detailed exploration and sampling is warranted.

Location and Access

The Mt Leeming bauxite prospect is located in the North Kimberley area, about 10kms south of Mt Leeming, between the Carson and King Edward Rivers.

Access from Kalumburu Mission, situated some 40kms to the north is by the Gibb River - Kalumburu Road that passes the prospect area to the west. Tenement access is largely overland and by drilling access road constructed in 2004 constructed by Aldoga/Cape Alumina Pty Ltd that carried out reconnaissance exploration. Access during the wet-season is frequently restricted by river flooding. The refurbished, 2,42km long Truscott airstrip, located on Anjo Peninsula, is 65km to the north of E80/4243.

Kalumburu is situated in the Kalumburu Aboriginal Reserve and part of the Mt Leeming Prospect falls within this reserve. A 'Permit to Enter' is necessary prior to entry and any exploration activity is restricted to site access only.

E80/4243

Tenement Details

The Mt Leeming project includes two granted Exploration Licences covering 318.7 square kilometres.

Tenement N°	Date Registered	Area	Tenement Holder
E80/4243	03/04/2009	54 blocks (179.3km 2 )	T. Tatterson P. Askins
E80/4439	21/04/2010	.42 blocks (139.4km 2 )	Swancove Enterprises Pty Ltd

Geological Setting

The project tenements are largely underlain by Palaeo-proterozoic Kimberley Group, Carson Volcanic rock sequences, on which occur irregular outcrops of bauxite-rich laterite. The bauxite reportedly generally forms a continuous layer commonly separated by clay-filled interstices. At depth, the percentage of clay usually increases and the bauxite occurs as boulders embedded in clay.

The bauxite has been formed by weathering of the Carson Volcanics as a result of groundwater movement and leaching during the Tertiary. During this weathering process iron moved to the surface to form a ferruginous crust whilst the bauxite formed below following removal of the silica that left the clav zone enriched in alumina.

The maximum thickness of the alumina-rich zone is reported to be around 7 metres with the better grade material commonly found in the upper 5 metres. The deposits are flat-topped and with a variable vegetative cover. The surface generally comprises bauxitic iron-rich rubble with a thin soil profile that is reportedly only a few tens of centimetres thick.

Previous Exploration

In 1965, American Metals Climax, Inc ("AMAX") carried out a reconnaissance exploration program in northern Western Australia that located bauxite mineralisation at Mitchell Plateau and Cape Bougainville. Bauxite was then also identified in the Kalumburu area in 1967 during exploration by BHP that held two groups of tenements comprising 62 claims, each 122ha in area. These claims covered irregular bauxite deposits which occurred as plateau remnants and like the Mitchell Plateau, they were derived from Carson Volcanics. The BHP deposits were referred to as the West Kalumburu and Mt Leeming bauxites. In 1980, Pacific Exploration Consultants Pty Ltd reviewed the BHP/AMAX data and estimated the volume of the bauxite mineralisation for Mt Leeming deposits. This historical estimate was completed well before the introduction of the JORC code.

Exploration of the bauxite was by drilling, shallow bulldozed costeans and hand dug pits that penetrated the full bauxite profile. The bauxite was found to be predominantly gibbsite and was considered to be suitable for treatment via the Bayer Process.

The Mt Leeming metallurgical test work completed by BHP, although limited to 27.4 square kilometres, was reportedly very successful producing a significantly enhanced bauxite grade. However, it was suggested by United Minerals Corporation NL., that there were insufficient test pits examined by BHP to produce a reliable geological picture of the extent of the better quality bauxite.

The BHP Kimberley Bauxite Project deposits were tested by 50 pits spaced approximately 500m apart. Pitting was restricted to the larger deposits. Pit spoil was collected and the samples then dry screened and mostly separated into -37.5mm + 6.25mm and -6.25mm for analyses of total alumina and total silica. The 50 pits were tested in part for total $Al_2O_3$ available $Al_2O_3$ at 143°C, available Al2O3 at 180°C, total SiO2, reactive SiO2, as well as quartz, iron and ignition loss. Much of the results of the test work are not complete in the available files.

Grades of bauxite concentrate from the scrubbed and screened (>1/16") product returned average results of 46.1% total alumina, 37.2% 180°C alumina, 33.5% 143°C alumina, 25% Fe2O3 and 5% total silica of which only 0.3% was a reactive silica.

The BHP combined West Kalumburu and Mt Leeming test results showed that processing reduced the total silica from 1.3% to 0.5%. Both the reactive and non-reactive silica were reduced in the concentrate to 0.3% reactive silica and 5% total silica for the samples selected by the BHP laboratories. Average grades of the other impurities were 25% Fe2O3 and 3.9% TiO2.

Overall the iron content was stated as high but not exceptional, however it tended to concentrate "unfavourably" in the coarser fractions. The reactive and non-reactive alumina appeared to be tied up in the clays.

In 2004, Aldoga/Cape Alumina Pty Ltd carried out a check reconnaissance sampling of the original BHP ground and the area adjacent to and north of E80/4243. Aldoga drilled 80 holes at Mt Leeming for a total of 660.5m. Most holes were terminated at 9m except where they were clearly in basal clays. Air core was used in all holes except in the rare instance of very hard ironstone occurring down hole, which required an RC hammer. The 90mm aircore bit produced sufficient coarse chips, commonly in the 5 to 30mm size range to permit good visual logging whereas the hammer produced mainly fine dust. The maximum performance recorded was 20 holes in one day.

Samples from each hole, comprising five 25 litre drums filled from each of the four vertical 1m intervals down the pit, were collected for metallurgical testing. One further 25 litre drum of handpicked lump specimens was collected from each 1m interval for bulk density tests. A total of 472 samples were assayed for low temperature reactive silica and alumina recoveries from the Mt Leeming drill holes. At Mt Leeming, the highest alumina assay was 43.3% in Hole K80.

CUT OFF	Weighted Average Grade
	$Al_2O_3$	SiO.
20% alumina	26.1	11.2
25% alumina	29.9	10.8

Bulk samples were collected from each of two pits dug by excavator to 4m - Pit LB1 in D deposit close to holes L40 and Pit LB2 in E deposit near Hole L20. Pit LB1 was dug on the site of an old BHP pit, with the excavator using that pit to break up the hard material more effectively than by digging a hole down from an undisturbed surface.

CAPE LONDONDERRY - GOLD AND AND AND ALL AND AND ALL

The Cape Londonderry project covers Proterozoic-aged King Leopold Sandstone and Carson Volcanic rock sequences are prospective for both gold and alumina. Reconnaissance exploration by earlier explorers has identified gold and volcanic-hosted sulphide mineralisation, in prospective rock sequences that occur within the tenement area. Exploration of known gold occurrences suggests that the Cape Londonderry Prospect may be located at the northeastern end of a postulated northeasterly trending gold-corridor believed to be at least 25kms wide and some 100kms in length.

CAPE LONDONDERRY E80/4372

Location and Access

The Cape Londonderry Prospect is located in the northernmost part of the North Kimberley Bauxite Province, centred 70kms northeast of Kalumburu Mission, partly within the Kalumburu Aboriginal Reserve. Access is by helicopter traverses from a base camp located at Kalumburu, or by sea, where a small sandy cove and drainage channels will allow limited access. There are no obvious tracks or roads visible within the prospect area.

Tenement Details

Tenement N°	Date Registered	Area	Tenement Holder
E80/4372	06.11.2009	87 blocks (288.8km 2 )	50% T.V. Tatterson50% Geotech International Pty Ltd

Geological Setting

The geology of the prospect area comprises Proterozoic Kimberley Group King Leopold Sandstone that underlies the western side of the project area with Carson Volcanics underlying the eastern side of the project area. Miscellaneous discrete areas of Tertiary-aged ferruginous laterite, Quaternary alluvium and Cainozoic sandy and red brown volcanic soils cover the remainder of the prospect.

Previous Exploration

The Cape Londonderry Prospect has been the subject of exploration by others and in particular BHP and CRA, who carried out reconnaissance sampling for bauxite within E80/2960 in the mid-1960's. Thirteen BHP sample locations fall within Cape Londonderry project area, with one-third of E80/4372 mapped as being underlain by Carson Volcanic rock sequences that are known hosts for bauxite mineralisation.

In addition to bauxite, the area is reportedly prospective for gold, diamonds and stratabound volcanic sedimentary (VMS) mineralisation. Stream sediment sampling has reportedly identified a number of gold anomalies in similar geological environments to the southwest of E80/4372, in what was described as a gold mineralised corridor.

数人数简单的复数形式医白色 LAWLEY - GOLD

The geological setting of the Lawley Prospect comprises King Leopold Sandstone rock sequences prospective for both gold and diamonds. Although relatively unexplored, work by others has identified a number of anomalous gold values ranging up to 5600ppb, together with at least one diamond occurrence. The Lawley Prospect is also located within the postulated gold corridor that includes Orange Hills Cape Londonderry and Vansittart prospect areas.

Areas that have outcropping (and faulted) Hart Dolerite will be the subject of detailed mapping and sampling in the search for hydrothermal alteration and vein type base metal mineralisation.

Location and Access

The Lawley Prospect is located in the northwestern part of the North Kimberley area straddling the Drysdale - Londonderry 1:250,000 scale Geological Map Series. The tenement is situated 10kms southeast of Walsh Point on the eastern side of the Mitchell Plateau in the southernmost parts of Admiralty Gulf. Four-wheel drive access is available by way of the Port Warrender Road, a northwesterly turnoff from the main Gibb River-Kalumburu Road. The prospect area is essentially underlain by King Leopold Sandstone, and has only sparse vegetation. There is no evidence of any access tracks within actual the tenement area, and servicing of all supplies and equipment would depend on either helicopter or sea transport.

Sea access may be possible either by way of a small creek or a passage through nearby fringing mangroves, to a sandy beach and thence by way of rock-strewn slopes onto the plateau appear to be feasible.

Tenement Details

Tenement N°	Date Registered	Area	TenementHolder
E80/4435	07/04/2010	48 blocks (159.4km 2 )	T. TattersonP. Askins

Geological Setting

The local lithologies include prominently-jointed King Leopold Sandstone in places lateritised as outstanding hillocks. Outcrops of Hart Dolerite occur in the southern part of the prospect area. The major joint sets associated with the sandstone rock sequences strike east-west and northeastsouthwest with numerous minor cross-jointing. Dips appear to range from steep to near vertical.

Within the tenement area there are small hillocks capped with laterite, with an elevated range of laterite capped hillocks located just east of the tenements eastern boundary. The bedding appears to be near horizontal. Small, excised, dry, drainage channels, largely joint-controlled, traverse the area. The number and extent of the joint-drainage system indicates that internal access of the tenement will be difficult especially for drilling equipment.

Previous Exploration

Exploration by others for both gold and diamonds resulted in identification of a number of gold anomalies ranging up to 5,600ppb visible gold. Similar gold and diamondiferous stream sediment samples have been identified by others along a northeasterly trend zone that trends through both the Company's Vansittart and Cape Londonderry project areas. This zone has been depicted by others on sampling maps as a possible gold mineralised corridor, although at this stage of exploration the zone is only inferred.

Small occurrences of faulted Hart Dolerite, elsewhere host to both gold and base metal mineralisation, provide targets for more detailed investigation and sampling.

一、其中的人。其中的人。其实是"自己"的人。《中国》的人。 VANSITTART - GOLD

The Vansittart Prospect is believed to be prospective for gold hosted by King Leopold Sandstone and possibly base metals in the Hart Dolerite, where hydrothermal veins elsewhere in that rock sequence reportedly contain identified, polymetallic (gold, silver and base metal) mineralisation. Extensive areas of the Hart Dolerite surround the prospect and detailed exploration is warranted in the search for these prospective rock sequences within the Company's tenement area.

The Vansittart Prospect reportedly contains gold identified by others and is located at the southeastern part of the same postulated gold corridor that is believed to extend from Cape Londonderry southwesterly to the Vansittart and Lawley project areas to the Admiralty Gulf.

Location and Access

The Vansittart Prospect is located 40kms due west of Kalumburu Mission, in the northwestern corner of the North Kimberley region, Western Australia, adjacent to Admiralty Gulf. The prospect falls within the Kalumburu Aboriginal Reserve and extends along its northern boundary. The area is remote and until a road has been constructed, any access, other than by helicopter, will be difficult.

Access by sea from either the Admiralty Gulf in the west, or by way of Vansittart Bay in the north is viable and one small sandy beach, at Symons Point, offers coastal access onto adjacent outcropping King Leopold Sandstone.

Tenement Details

Tenement N°	Date Registered	Area	Tenement
			Holder
E80/4434	07.04.2010	$10$ blocks $(33.2km^2)$	T. Tatterson
			P. Askins

Geological Setting

The local geological setting comprises extensive and relatively bare, prominently jointed, King Leopold Sandstone that is intruded by dolerite, either close to or along its western and southern boundaries. Major east-west and north-south trending, jointing is common, together with abundant, but less prominent, cross-jointing.

$\bar{z}$

Previous Exploration

The Vansittart Prospect is believed to be prospective for gold and possibly diamonds. Exploration by others report on the presence of anomalous gold values and microdiamond occurrences, within the postulated gold mineralised corridor that extends northeast-southwest, along a line between E80/4372 and E80/4434 (Figure 6).

VALUATION ASSESSMENT

The Mt Leeming project is an advanced exploration project for bauxite with significant earlier exploration. Historical resource estimates have been completed prior to the introduction of the JORC code and insufficient evidence is available to categorise those estimates in accordance with the JORC code.

The Cape Londonderry, Lawley and Vansittart projects are aimed at gold exploration and are early stage exploration projects.

The 'Geoscientific Rating' method of valuation for exploration tenements is the preferred valuation method as it focusses on the prospectivity of the area.

The 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. 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 to establish the overall technical value of each mineral property.

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 Geoscientific Rating method might consider past expenditure on the tenements and the uplift of value provided by encouraging result.

Past expenditures for the lead project at Mt Leeming are not available from the previous explorers and reliance is mainly placed on the Geoscientific method.

MT LEEMING - VALUATION ASSESSMENT

The Mt Leeming prospects have been the subject of ongoing exploration by others that commenced in 1965, when BHP first carried out exploration for bauxite and other mineralisation.

Since that time, reassessment of the project area (E80/4243) by others has confirmed, but significantly down-graded, BHP's initial tonnage estimates. The acquisition of a further tenement, E80/4439 that covers significant areas of bauxite-prospective Carson Volcanics rock sequences, not yet explored but that are expected to result in the discovery of additional bauxite mineralisation based on the area of bauxite prospective rock sequence within E80/4439 and the results of current and past exploration by others in mineralised Carson Volcanic Rock Sequences elsewhere in the area.

The prospect may be located at the northeastern end of a postulated gold mineralised corridor. adjacent to and north-northwest of the North Kimberley diamond field and having a geological setting comprising Carson Volcanics and King Leopold Sandstone rock sequences, that elsewhere in the mineral field are host to both base and precious metal mineralisation. There are no significant mineral occurrences reported within the Cape Londonderry project area.

LAWLEY - VALUATION ASSESSMENT

The Lawley prospect is located at the southwestern end of an inferred gold corridor that extends from Cape Londonderry through Vansittart. Reconnaissance exploration by others has identified Cape Leopold Sandstone sequences together with Hart Dolerite intrusive rocks. To date anomalous gold values have been identified at 17 locations whilst base metal potential exists in faulted Hart Dolerite outcrops.

VANSITTART - VALUATION ASSESSMENT

The Vansittart Prospect is located southwest of Cape Londonderry within the same inferred gold corridor and with a similar geological setting, namely King Leopold Sandstone sequences, that on the basis of exploration by others, hosts gold mineralisation. The prospect area is much smaller than Cape Londonderry; however it has been the subject of reconnaissance stream sampling by others that detected anomalous gold values.

成功的全球 (1987) 全部主要预算的 (1982)基本的合成,将转让的管理的的管理机构的事例 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 Exploration licences in tenements in Western Australia. Exploration Licences attract a BAC of $375 -$400 per square kilometre with a minimum expenditure per tenement of $20,000 - $25,000. Mining Leases attract a Base Acquisition Cost of $10,000 to $10,500 per square kilometre and Prospecting Licences attract $3,500 to $3,750.

A discount of 40% is applied to pending tenements if appropriate to recognise the uncertainty of the grant process. This does not apply to tenements which are granted. Details of the tenements were supplied by the company and have not been independently audited. The Company has the right to earn 100% equity in all of the tenements

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

United Orogen Limited Tenement Details
Project	State	Tenement ID	Equity	Km 2	Status		BAC
						Low	High
Mt Leeming	WA	E80/4243	100%	179.28	Granted	375	400
Mt Leeming	WA	E80/4439	100%	139.44	Granted	375	400
Cape Londonderry	WA	E80/4372	100%	288.84	Granted	375	400
Lawley	WA	E80/4435	100%	159.36	Granted	375	400
Vansittart	WA	E80/4434	100%	33.20	Granted	375	400
TOTAL AREA				800.12

PROSPECTIVITY ASSESSMENT FACTORS

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

This includes a consideration of

TENEMENT DETAILS

Regional mineralization, old and current workings and the validity of conceptual models. $\bullet$
Local mineralization within the tenements and the application of conceptual models within $\bullet$ 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	Anomaly Factor	Geological Factor
	Indications ofProspectivity	Indications ofProspectivity	No targets outlined	Generally favourablegeological environment
2	Resource targetsIdentified	Targets identified withsuccessful earlydrilling	Exposure ofmineralised zones orsurface drilling (RAB)	Generally favourablelithology with structuresor exposures ofmineralised zones
3	Along Strike or adjacentto known mineralization	Grade intercepts onadjacent sections -Exploration TargetsEstimated from soundevidence	Significant gradeintercepts not yetlinked on cross andlong sections	Significant mineralisedzones exposed inprospective host rocks

Inferred Resource
identified not yet	Grade intercepts on
estimated	adiacent sections

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

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

PROSPECTIVITY ASSESSMENT FACTORS:

United Orogen Limited Prospectivity Factors
Project	State	Tenement ID		Off Site		On Site		Anomaly		Geology
			Low	High	Low	High	Low	High	Low	High
Mt Leeming	WA	E80/4243	2.75	2.85	2.25	2.35	2.75	2.85	2.00	2.10
Mt Leeming	WA	E80/4439	2.75	2.85	2.25	2.35	2.75	2.85	2.00	2.10
Cape Londonderry	WA	E80/4372	1.00	1.10	1.25	1.35	1.25	1.35	1.75	1.85
Lawley	WA	E80/4435	1.00	1.10	1.25	1.35	1.25	1.35	1.75	1.85
Vansittart	WA	E80/4434	1.00	1.10	1.25	1.35	1.25	1.35	1.75	1.85
TECHNICAL VALUEH				in Du

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]

UNIVER OF UKEN EMMEDIA I COMMUNISTIC
Prospect Name	State	Tenement		Technical Value
			Low	High	Preferred
Mt Leeming	WA	E80/4243	2,288,000	2,875,000	2,574,000
Mt Leeming	WA	E80/4439	1,779,000	2,236,000	2,002,000
Cape Londonderry	WA	E80/4372	296,000	428,000	361,000
Lawley	WA	E80/4435	163,000	236.000	199,000
Vansittart	WA	E80/4434	55,000	93,000	72,000
TOTAL VALUE			4,581,000	5,868,000	5,208,000

United Orogen Limited Technical Value

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 small market premium to the technical value of the exploration potential of the tenements.

An allowance has been made for inflation in exploration costs (reflected in an increase of BAC) over that period which are considered to be 50% higher now than in the 1990 - 2000 period. The current market value for mineral projects in Western Australia is considered to be mildly buoyant and a base market factor of 15% to 20% has been applied to the basic technical value.

A further adjustment is considered appropriate for the Mt Leeming and Cape Londonderry tenements to take account of the significant issues of access to the leases due to the very remote location and lack of infrastructure: as well as the possibly protracted native title related permission to access, for the Mt Leeming leases which appear to fall within the Kalumburu Aboriginal Reserve. The base market factor of 15%-20% has been reduced by 25% to provide an adjusted market factor of 11.25% to 15.0% to allow for delays and difficulty in access to the tenements.

The valuation for Mt Lawley (Orange Hills) has taken into consideration the risk that the current vendors of the tenements (over which Orange Hills holds an option to purchase) may not comply with their obligations to transfer the tenements once the option is exercised by Orange Hills under the option agreements. The base market factor of 15%-20% has been reduced by 10% to provide an adjusted market factor of 13.5% to 18.0% to allow for additional risk in tenement acquisition.

No adjustments to the market factor were considered necessary for the Vansittar tenement.

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

United Orogen Limited Market Value

Prospect Name	State	Tenement		Market Value
				Adjusted Market Factor	Low	High	Preferred
Mt Leeming	WA	E80/4243	111.25%	115.00%	2.545.000	3,306,000	2,925,500
Mt Leeming	WA	E80/4439	111.25%	115.00%	1.979.000	2,571,000	2,275,000
Cape
Londonderry	WA	E80/4372	113.50%	118.00%	329,000	492.000	410,500
Lawley	WA	E80/4435	115.00%	120.00%	185,000	278,000	231,500
Vansittart	WA	E80/4434	0.00%	0.00%	63,000	112,000	87,500
					5,101,000	6,759,000	5,930,000

VALUATION OPINION

Market Value

	LUW	шқп	FICICIICU
Mt Leeming	4.52	5.88	5.20
Cape Londonderry	0.33	0.49	0.41
Lawley	0.19	0.28	0.23
Vansittart	0.06	0.11	0.09
	5.10	6.76	5.93

Llick

Droforron

In this report, I have systematically established the value of the mineral assets as at 15 February 2012.

Based on an assessment of the factors involved I estimate the value for the project areas is in the range A$5.1 million to A$6.8 million with a preferred value of A$5.9 million.

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

Past expenditure for the lead project at Mt Leeming are not available from the previous explorers. BHP retains its records as confidential and the results available from by Aldoga/Cape Alumina Pty Ltd in 2004 do not include comprehensive expenditure statements. Both companies worked on Mt Leeming with extensive drilling (80 holes for 660.5 metres by Aldoga) and pitting (50 pits by BHP). This was followed by metallurgical and process test work, an estimate of material volumes and a scoping study to determine project viability. It is not considered unreasonable to suggest that the current value of these work elements would exceed $2 million if carried out in the current market. This is considered highly speculative (but plausible) and the successful results of the work would attract a Prospectivity Enhancement Multiplier of 2.25 to 2.75 (see the Appendix) and suggest a market value in the range $4.5 million to $5.5 million.

The other project areas have been generated by Desktop studies of the reports of previous explorers and regional synthesis of the geological environment. Some earlier exploration has been carried out by previous explorers and this would be about $0.15 million for each tenement. This relatively low expenditure would attract a Prospectivity Enhancement Multiplier of 1.3 to 1.5.

APPENDIX

MINERAL ASSETS VALUATION METHODOLOGY

FAIR MARKET VALUE OF MINERAL ASSETS

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

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

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

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

The underlying or Technical Value which is an assessment of a mineral asset's future net $\bullet$ 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 $\bullet$ considerations which, depending on circumstances at the time, can be either positive, negative or zero.

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

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

REGULATORY AUTHORITIES

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

THE VALMIN CODE

The four main requirements of the VALMIN Code are

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

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

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

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

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

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

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

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

Australian Securities and Investment Commission - Regulatory Guides RG111 and RG112

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

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

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

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

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

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

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

VALUATION METHODOLOGY FOR EXPLORATION TENEMENTS

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

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

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

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

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

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

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

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

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

PEM 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 fromregional 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

PEM Factors Used in this valuation method

$3.0 - 4.0$ Indicated Resources have been identified that are likely to form the basis of a prefeasibility study $4.0 - 5.0$ Indicated and Measured Resources have been identified and economic parameters are available for assessment

KILBURN GEOSCIENCE RATING METHOD

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

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

The Kilburn Method systematically assesses and grades these four key technical attributes of a tenement to arrive at a series of multiplier factors. The Basic Acquisition Cost (BAC) is the important input to the Kilburn Method and it is calculated by summing the application fees, annual rent, work required to facilitate granting (e.g. native title, environment etc) and statutory expenditure for a period of 12 months. This has been estimated at $375 to $400 per square kilometre for Exploration Licences in Western Australia for the current period. Equity and grant status are also taken into account. Each factor then multiplied serially to the BAC to establish the overall technical value of each mineral property.

Tenement Type	Expenditure per square kilometre (BAC) in2010
Exploration License and equivalents	$375 to $400
Prospecting License and equivalents	$3,500 to $3,750
Mining Lease and equivalents	$10,000 to $10,500

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

			KILBURN GEOSCIENTIFIC RATING CRITERIA - MODIFIED
	Rating	Address - Off Property	Mineralization - OnProperty	Anomalies	Geology
	0		No possibility of mineralization in this environment
Low	0.5	Very little chance ofmineralization, Conceptunsuitable toenvironment	Very little chance ofmineralization, Conceptunsuitable toenvironment	Extensive previousexploration with poorresults - noencouragement	GenerallyUnfavourablelithology
	0.75	No knownMineralization, Conceptfeasible	No knownMineralization, Conceptfeasible	Extensive previousexploration with goodresults - encouragingoutlook	GenerallyUnfavourablelithology withstructures
Average	1	Indications ofProspectivity, Conceptvalidated	Indications ofProspectivity, Conceptvalidated	Extensive previousexploration withencouraging results -regional targets	Deep alluviumCovered Generallyfavourable geology
	1.25	Exploratory samplingwith encouragement,Concept validated	Prospective groundmapped, Conceptvalidated	Single early stagetargets outlined fromgeochemistry andgeophysics
	1.5	RAB Drilling with somescattered results	Exploratory samplingwith encouragement,Concept validated	Several early stagetargets outlined fromgeochemistry andgeophysics	Shallow alluviumCovered Generallyfavourable geology$(50 - 60%)$
	1.75	RAB &/or RC Drillingwith encouragingintercepts reported	RAB Drilling with somescattered results	Several broad targetsoutlined with somedrilling	Exposed favourablelithology (50-60%)
	$\overline{\mathbf{2}}$	Significant RC drillingleading to advanceproject status	RAB &/or RC Drillingwith encouragingintercepts reported	Several well definedsurface targets withsome RAB drilling	Exposed favourablelithology (60-70%)
	2.25	Diamond Driing after RCwith encouragement	Significant RC drillingleading to advanceproject status	Several well definedsurface targets withsome RAB & RC drilling	Exposed favourablelithology (70-80%)
	2.5	Grid drilling withencouraging results onadjacent sections	Diamond Driing after RCwith encouragement	Several well definedsurface targets withencouraging drillingresults	Strongly favourablelithology (70-80%)
	2.75	Advanced Resourcedefinition drilling - earlystage	Grid drilling withencouraging results onadjacent sections	Several well definedsurface targets withencouraging drillingresults on adjacentsections	Strongly favourablelithology (80-90%)
High	3	Resource areasidentified	Advanced Resourcedefinition drilling - earlystage	Several significantsubeconomic targets -no indication of volume	Highly prospectivegeology (90 - 100%)

$\overline{\phantom{a}}$

3.5	Along strike or adjacentto known mineralizationat Pre Feasibility Stage	Resource areasidentified	Subeconomic targets ofpossible significantvolume - early stagedrilling
4	Along strike or adjacentto Resources atDefinitive FeasibilityStage	Along strike or adjacentto known mineralizationat Pre Feasibility Stage	Marginal economictargets of significantvolume - advanceddrilling.
4.5	Along strike or adjacentto Development StageProject	Along strike or adjacentto Resources atDefinitive FeasibilityStage	Marginal economictargets of significantvolume - well drilled atInferred Resourcesrage
Very5High	Along strike or adjacentto Operating Mine	Along strike or adjacentto Development StageProject	Several significant oregrade correlatableintersections withestimated resources

Estimate of project value is carried out on a tenement by tenement basis and uses four calculations as shown mellow.

Base Value = [Area]*[Grant Factor]*[Equity]*[Base Acquisition Cost] Prospectivity Index = [Off Site Factor]*On Site Factor]*[Anomaly Factor]*[Geology Factor] Technical Value = [Base Value]*[Prospectivity Index]

Market Value = [Technical Value]*[Market 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%

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

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

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

Iron Ore Mining and Processing DiscountsResource
Recovery	88.0%
Mining	90.0%
Processing	80.0%
Rail	80.0%
Port	70.0%
Capex	70.0%
Marketing	85.0%
Total Operating Discount	21.1%

An additional discount may also be appropriate for market sentiment in times of difficult market conditions or strong boom times.

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 table.

Dollar per Ounce for International Gold Sales (AUD)

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

VALUATION REFERENCES 经规则的资产进行权

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

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

AusIMM, (1998), "Valmin 94 - Mineral Valuation Methodologies"

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

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

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

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

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

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

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

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

Rudenno, (1998), "The Mining Valuation Handbook"

LIST OF RECENT ASSIGNMENTS - Malcolm Castle

Company2011-12	Commodity	Location	Contact	Report
		Western		Independent Geologists
Karratha	Gold	Australia	Guy Robinson	Report
		Western		Independent Geologists
Boadicea	Gold	Australia	Clarke Dudley	Report
				Independent Geologists
Inca Gold	Gold	Peru	Ross Brown	Report
		Western		Independent Geologists
ORD	Gold	Australia	Cyril Geach	Report
Brockman	Iron Ore	WesternAustralia	Carmen Ng	Valuation
		New South		Independent Geologists
Goodrich	Gold	Wales	Mientze Tang	Report

2010-11		Western		Independent Geologists
Lawson Gold	Gold	Australia	Marcus Jensen	Report
		Western		Independent Geologists
Riviera	Gold	Australia	Nick Revell	Report
		Northern		Independent Geologists
Eclipse Uranium	Uranium	Territory	Cameron Hardie	Report
		Western		Independent Geologists
Mammoth	Gold	Australia	Brenton Siggs	Report
		Western		Independent Geologists
St George	Gold	Australia	Tim Hronsky	Report
				Independent Geologists
Reliance	Gold	Indonesia	John Levings	Report
	Gold, Iron			Independent Geologists
Latin Resources, Peru	Ore	Peru	Mark Rowbottom	Report
				Independent Geologists
ClevelandOnslow Interim	Gold	BrazilWestern	Dave mendelawitz	Report
Reports	River Sands	Australia	Warren Slater	DMP Reports
Onslow Annual		Western
Report	River Sands	Australia	Warren Slater	DMP Reports
				Independent Geologists
Innovance	Gold	Tanzania	Matt Doube	Report
		Western		Independent Geologists
West Peak	Iron Ore	Australia	David Parker	Report
		Burundi,	Brendon	Independent Geologists
Southern Crown	Rare Earth	Mozambique	Cummings	Report
		Western		Independent Geologists
New Horizon	Gold	Australia	Gary Sreinapreis	Report
Tanbreez	Rare Earth	Greenland	Greg Barnes	Valuation
Reliance	Gold	Indonesia	John Levings	Valuation
Reliance	Gold	Indonesia	Joe Ogierman	NI 43-101
				Independent Geologists
Aard	Iron Ore	Queensland	Pepita Maiden	Report
Nextstar	Gold	Western	Nick Revell	Independent Geologists

		Australia		Report
		Western		Independent Geologists
ASF	Gold	Australia	Mark Derriman	Report
		Western		Independent Geologists
Monterey	Gold	AustraliaWestern	John Hungerford	Report
Duck Creek	Magnesite	AustraliaWestern	Warren Slater	DMP Reports
Mt Edith	Magnesite	AustraliaNew South	Warren Slater	DMP ReportsIndependent Geologists
Oakland	Copper, Gold	WalesWestern	Mark Arundall	ReportIndependent Geologists
Sheffield	Talc	AustraliaNew South	Bruce McQuilty	ReportIndependent Geologists
Kidman	Copper, Gold	WalesWestern	Andy Buxton	ReportIndependent Geologists
Epsilon	Uranium	Australia	Mark Fogerty	Report
Minerol	Gold	Peru	Ananda	ValuationsIndependent Geologists
Tantalus	Rare Earth	Madagascar	Wolfgang Hample	Report
KMM Namibia	Base Metals	Namibia	David Zuckerman	Valuations
Prime Minerals	Base Metals	NamibiaWestern	David Zuckerman	Valuations
Raisama	Uranium	AustraliaWestern	Rob Waugh	ValuationIndependent Geologists
Nemex	Gold	Australia	Paul Jurman	Report
		Burundi,	Brendan	Independent Geologists
Southern Crown REI	Rare Earth	MozambiqueWestern	Cummings	Report
Gondwana Resource	Gold	AustraliaWestern	Hollingsworth	Resource AuditIndependent Geologists
Mt Alexander	Gold	AustraliaNew South	Kehal	ReportIndependent Geologists
Exalt	Copper, Gold	Wales	David Ward	ReportIndependent Geologists
Promesa	Gold	Peru	Ananda	Report
Tanbreez	Rare Earth	Greenland	Rod Watts	ValuationIndependent Geologists
Tapeta Fe	Iron Ore	Liberia	Slater/Bilis	Report
Gayndah	Coal	QueenslandNew South	Terry Byrt	Short ReportIndependent Geologists
Tellus	Copper, Gold	Wales	David Ward	ReportIndependent Geologists
Beaufort 888	Gold	Victoria	Harjinder Kehal	ReportIndependent Geologists
Botswana Cu	Copper, Gold	BostwanaWestern	Will Burbury	ReportIndependent Geologists
Klondyke	Gold	Australia	Cameron Hardie	ReportIndependent Geologists
Walla	Manganese	QueenslandWestern	Cameron Hardie	ReportIndependent Geologists
Melrose	Gold	Australia	Kapinski	Report
Hampton Fe	Iron Ore	Western	Josh	Valuation

$\overline{\phantom{a}}$

$\label{eq:2} \frac{1}{2} \int_{\mathbb{R}^3} \frac{d^2y}{\sqrt{2\pi}} , \mathrm{d} y , \mathrm{d} y$

		Australia
Onslow Annual		Western
Report	River Sands	Australia	Warren Slater	DMP Reports
		Western		Independent Geologists
Wedge	Gold	Australia	Glen Burnham	Report
		Western
Auvex	Manganese	Australia	Trevor Verran	Valuation
		Western	Jim McGreggor	Independent Geologists
Island	Gold	Australia	Dawson	Report
		Western		Independent Geologists
Mt Piper	Gold	Australia	Harjinder Kehal	Report
		Western		Independent Geologists
Brockman	Iron Ore	Australia	Warren Beckwith	Report
		Western		Independent Geologists
Goldphyre	Gold	Australia	Siggs	Report
		Western		Independent Geologists
Porus	Gold	Australia	Greg Smith	Report

2009-10
				Independent Geologists
Buduk	Gold	Indonesia	Justin Werner	Report
		Western		Independent Geologists
Fortuna	Gold	Australia	James Robinson	Report
		Western		Independent Geologists
Winchester	Gold	Australia	lan Prentice	Report
		Western		Independent Geologists
Duck Creek	Magnesite	Australia	Warren Slater	Report
				Independent Geologists
Robust Resources	Gold	Indonesia	John Levings	Report
	Thermal
Deep Energy	Energy	South Australia	Geoff Brayshaw	Valuation
		Western
Polaris	Uranium	Australia	John van Deerin	Valuation
		Western		Independent Geologists
Chameleon	Gold	Australia	Treloar	Report
		Western
Maverick	Uranium	Australia	Chu	Valuation
		Western		Independent Geologists
Warrick Resources	Iron Ore	Australia	Burbury	Report
				Independent Geologists
RMA	Copper, Gold	Queensland	Clive Triplett	Report
Peak Energy	Coal	Hungary	Stan Wholley	Valuation
		Western		Independent Geologists
Gascoyne	Gold	Australia	Mike Joyce	Report
		Western		Independent Geologists
Raisama			Chris Reindler	Report

	Uranium	Australia
		Western		Independent Geologists
Rubianna	Gold	Australia	Gordon Dunbar	Report
		Western		Independent Geologists
Doray	Gold	Australia	Allan Kelly	Report
				Independent Geologists
New Age Exploration	Coal	Queensland	Adrien Wing	Report
		Western
PegasusAusgold	UraniumGold	AustraliaWestern	Peter GrayTony Trevisan	ValuationIndependent Geologists

ł,

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$\overline{\phantom{a}}$

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		Australia		Report
		Western		Independent Geologists
Mag Res	Magnesium	Australia	Warren Slater	Report
		Western
Epsilon	Uranium	Australia	Chu Kwa	Valuation
		Western		Independent Geologists
Real Brand	Gold	Australia	Andrew Laurie	Report
		Western		Independent Geologists
RegalPoint	Uranium	Australia	Matt Gauci	Report
		Western
Shreeve	Gold	Australia	Barry Shreeve	Valuation
				Independent Geologists
BCD	Gold	· Victoria	Peter Thompson	Report
		Western		Independent Geologists
Regalpoint	Uranium	Australia	Tony Trevisan	Report
		Western		Independent Geologists
Aurora	Manganese	Australia	Rob Taylor	ReportIndependent Geologists
		Western
Silver Swan	Gold	Australia	Marcus Jensen	ReportIndependent Geologists
		Western	Gary O'Hara	Report
Aurora	Manganese	Australia
	Gold	WesternAustralia	Warren Beckwith	Resource Audit
Gondwana				Independent Geologists
	Gold	Ghana	Matt Howson	Report
Viking		Western		Independent Geologists
	Gold	Australia	Nick Revell	Report
Mt Lucky		Western		Independent Geologists
Lawson Gold	Gold	Australia	Marcus Jensen	Report
		Western
Aurox	Iron Ore	Australia	Peter Gray	Valuation
		Western		Independent Geologists
Riviera	Gold	Australia	Nick Revell	Report
		Western
Polaris	Uranium	Australia	Trevor	Valuation
		Western		Independent Geologists
River Sand	River Sands	Australia	Ray Hirst	Report
				Independent Geologists
Robust	Gold	Indonesia	John Levings	Report
			Jim McGreggor	Independent Geologists
Island	Gold	Queensland	Dawson	Report
		Western		Independent GeologistsReport
Shergar	Gold	Australia	Neil Marsten	Independent Geologists
		Northern	Camerin Hardie	Report
Tierra Rica	Uranium	Territory		Independent Geologists
		Northern	Cameron Hardie	Report
Eclipse Uranium	Uranium	TerritoryWestern		Independent Geologists
	Gold	Australia	Richard Monti	Report
Accord
2008-09				Independent Geologists
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Nile Resources	Gold	AustraliaWestern		Independent Geologists
		Australia		Report
Uranium West	Uranium

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Simberi	Gold	Australia		Report
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Aard Minerals	Iron Ore	Queenland		Report
		Western		Independent Geologists
Altera Resources	Gold	Australia		Report
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Dourado	Gold	Australia		Report
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Epsilon - Balladonia	Uranium	Australia		Report
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Epsilon - Mardi	Uranium	Australia		Report
Tambora - East		Western		Independent Geologists
Greenland	Rare Earth	Australia		Report
Tamora - South		Western		Independent Geologists
Greenland	Rare Earth	Australia		Report
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Dawn Metals	Gold	Australia		Report
		Western		Independent Geologists
Desert Energy	Gold	Australia		Report
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Gondwana	Gold	Australia		Resource Audit
		Western		Independent Geologists
RMA Energy	Copper, Gold	Australia		Report
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Northern Star	Gold	Australia		Report
		Western		Independent Geologists
Fortuna	Gold	Australia		Report
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Terry Byrt Valuation	Coal	Australia	Terry Byrt	Valuation
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Ansett Resources	Coal	Australia	Terry Byrt	Valuation
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Stansmore	Uranium	Australia	Bill Richmond	Report

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Retail Star	Uranium	Australia
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Avonlea		Australia
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Centaurus Resources	Gold	Australia
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Thermal Energy	Coal	Australia

Sabre Namibia	Base Metals	Namibia
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Uaroo	Base Metals	Australia
Zeus	Uranium	Africa
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Bohemia	Gold	Australia
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Broads Dam	Gold	Australia
Monto, Bathurst	Coal	Oueensland

Peter Wall	Valuatio
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Andrew Gastevich	Report
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Richard Hill	Report
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Derek Ammon	Report
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Tim Putt	Report
Dave Holden	43-101
Peter Wall	Valuatio
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Bill Richmond	Report
Harjinder Kehal	Valuatio
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Running River	Coal	Queensland	Clive Triplett	Report
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Bellevue Summary	Coal	Queensland	Clive Triplett	Report
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Stansmore	Gold	Australia	Warren Beckwith	Report
		Western
Iron Mountain	Iron Ore	Australia	Keith Whitehouse	Fair & Reasonable
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Red River	Iron Ore	Australia	John Karajas	Fair & Reasonable
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Lake Eyre Uranium	Uranium	South Australia	Haythorpe	Valuation
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Altera (Gascoyne)	Gold	Australia	Harjinder Kehal	Report
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Mallee Gold	Gold	Australia	Keith Hood	Report
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Carrington	Gold	Australia	John Cross	Report
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Whitecliff Nickel	Nickel	Australia	Chris Reindler	Report
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Avonlea	Gold	Australia	Andrew Gastevich	Work Program
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Buduk	Gold	Indonesia	Justin Werner	Report

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Brazil Property	Gold	Brazil	Richard Hill	ValuationIndependent Geologists
African Uranium	Uranium	SW Africa		ReportIndependent Geologists
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Panther Resources	Gold	Australia	Romano Morganti	ReportIndependent Geologists
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WA - NSW	Copper, Gold	Wales	Seivwright/Pratt	ReportIndependent Geologists
Petana Madagascar	Gold	Madagascar	Das Apenah	Report

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Stantons International Securities

PO Box 1908 West Perth WA 6872 Australia

Level 2, 1 Walker Avenue West Perth WA 6005 Australia

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

ABN: 41 103 088 697 AFS Licence No: 319600 www.stantons.com.au

17 January 2012

The Directors United Orogen Limited Level 7 231 Adelaide Terrace PERTH WA 6000

Dear Sirs

UNITED OROGEN LIMITED ("UOG" OR "THE COMPANY") (ACN 115 593 005) ON THE PROPOSAL TO Re: ACQUIRE 100% OF THE ISSUED CAPITAL OF ORANGE HILLS RESOURCES LIMITED. MEETING OF SHAREHOLDERS PURSUANT TO AUSTRALIAN SECURITIES EXCHANGE LIMITED ("ASX") LISTING RULES 10.1 AND 10.11 AND SECTION 611 (ITEM 7) OF THE CORPORATIONS ACT 2011 ("TCA")

$\mathbf{1}$ Introduction

$1.1$ We have been requested by the Directors of UOG to prepare an Independent Expert's Report to determine the fairness and reasonableness relating to the proposal to acquire 100% of the shares (35,000,001 shares) in Orange Hills Resources Limited ("Orange Hills") a company associated with David Zohar and Zhukov Pervan as noted below and in resolution 1 in the Notice of Meeting of Shareholders ("the Notice") and Explanatory Memorandum to Shareholders ("EM") of UOG of January 2012. For the purposes of this report the proposed acquisition of the shares in Orange Hills is known as the Proposal.

$1.2$ It is proposed that UOG will acquire 100% of the shares in Orange Hills a company that owns several mining tenements for the consideration of 11,666,667 ordinary shares in UOG ("Orange Hills Shares") to the Orange Hills Vendors.

The exploration Tenement interests of Orange Hills are as follows:

Cape Londonderry E80/4372
Vansittart E80/4434
Mt Leeming E80/4243
Lawley E80/4435

Further details on the Orange Hills Tenements are referred to in the Valuation Report noted in paragraph 1.9 below and the ES attached to the Notice. Not all of the Orange Hills Tenements are registered in the name of Orange Hills and it is assumed that Orange Hills is entitled to the Tenements under various contracts.

$1.3$ David Zohar ("Zohar") and Zhukov Pervan ('Pervan") are directors of both UOG and Orange Hills. In addition David Zohar, his spouse Julie Zohar, his daughter Shoshanna Zohar and Swancove Enterprises Pty Ltd, a company controlled by David Zohar and Julie Zohar ("Zohar Group") own, as at 16 January 2012, 21,268,221 shares in UOG representing approximately 21.89% of UOG's shares on issue at that date. In addition, the interests of the Zohar Group own a total of 5,876,274 share options in UOG that if exercised (and no other share issues occurred) would result in the Zohar Group's shareholding interest in UOG approximating 26.34%. The Zohar Group owns 21,000,001 shares in Orange Hills. Pervan and his deemed associates own 1,000,000 shares in UOG; 750,000 share options in UOG and 2,000,000 shares in Orange Hills. Pursuant to ASX Listing Rule 10.1 a company is required to obtain shareholder approval prior to entering into a transaction with a person in a position of influence.

Under Section 606 of TCA, a person must not acquire a relevant interest in issued voting 1.4 shares in a company if because of the transaction, that persons or someone else's voting power in the company increases:
- from 20% or below to more than 20%; or $(a)$
- from a starting point that is above 20% and below 90%. $(b)$

Section 611 allows a shareholder who has over 19% of the share capital of a company to acquire up to an additional 3% of a company's issued shares in a six month period (known as the creeping provision).

In the event that 7,000,000 Orange Hills Shares are issued to the Zohar Group (out of 11,666,667 Orange Hills Shares to be issued to the Orange Hills Vendors), the shareholding interest in UOG by the Zohar Group will increase from 21,268,221 shares (approximately 21.89% of the issued capital of UOG) to 28,268,221 shares in UOG representing approximately 25.98% of the expanded issued capital of UOG (an increase of approximately 4.09%). The Zohar Group may increase its shareholding in UOG by more than 3% in a six month period from the potential issue of 7,000,000 Orange Hills Shares as part of the 11,666,667 Orange Hills Shares to be issued under the Proposal. Shareholder approval is required pursuant to Section 611 (Item 7) of the Corporations Act 2001 in order to issue the up to 7,000,000 Orange Hills Shares to the Zohar Group without the Zohar Group having to make a bid for all of the shares in UOG in the event that the Zohar Group would exceed the 3% in six month creep provisions.

If, in addition the 5,876,274 share options that are owned by the Zohar Group are exercised by the Zohar Group, the number of shares held by the Zohar Group in UOG would increase to 34,144,501 that would represent approximately 29.77% of the expanded issued capital of UOG (in the absence of any further share issues). The Zohar Group would need to pay UOG the sum of approximately $1,175,255 to exercise the 5.876.274 share options that are exercisable at 20 cents each, on or before 31 March 2016.

$1.5$ Therefore a notice prepared in relation to a meeting of shareholders convened for the purpose of ASX Listing Rule 10.1 and Section 611 (Item 7) of TCA must be accompanied by an Independent Expert's Report stating whether the proposals to issue 7,000,000 Orange Shares to the Zohar Group (as part of the 11,666,667 Orange Shares that are to be issued to acquire 100% of the shares in Orange Hills as noted under resolution 1) are fair and reasonable. To assist shareholders in making a decision on the proposed issue of 7,000,000 Orange Hills Shares to the Zohar Group, the directors have requested that Stantons International Securities prepare an Independent Expert's Report, which must state whether, in the opinion of the Independent Expert, the issue of 7,000,000 Orange Hills Shares to the Zohar Group is fair and reasonable to the non-associated shareholders of UOG (not associated with the Zohar Group). However as Zohar and Pervan are deemed associated (along with other entities as noted in Section 1 and Table 1.1 to the EM) we need to assess the fairness and reasonableness of the Proposal as a whole and thus our report is on the fairness and reasonableness to the non associated shareholders (not associated with the Zohar Group) of issuing 11,666,667 Orange Hills Shares to the Orange Hill Vendors
$1.6$ Apart from this introduction, this report considers the following:
- Summary of opinion
- Implications of the proposals
- Corporate history and nature of business of UOG and Orange Hills
- Future direction of UOG
- Basis of valuation of UOG shares and share options
- Value of consideration as to the Proposal
- Basis of valuation of Orange Hills
- Conclusion as to fairness of the Proposal
- Reasonableness of the Proposal
- Conclusion as to reasonableness of the Proposal
Sources of information
Appendix A and Financial Services Guide
In determining the fairness and reasonableness of the Proposal, we have had regard for $1.7$ 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. Regulatory Statement 111 also provides that an allotment should involve a comparison of the advantages and disadvantages likely to accrue to non-associated shareholders if the transaction (in this case the Proposal) proceeds compared with if it does not.

Accordingly, our report relating to Proposal is concerned with the fairness and reasonableness of the Proposal with respect to the existing non-associated shareholders of UOG (not associated with Iron Mountain, the Zohar Group and Pervan).

$1.8$ In our opinion, taking into account the factors noted elsewhere in this report including the factors (advantages, disadvantages and other factors, including the requirement that further cash funds will need to be raised) noted in section 9 of this report, the Proposal as outlined in paragraph 1.2 and resolution 1 may on balance be considered to be fair and reasonable (it is our view that the advantages outweigh the disadvantages). It is noted that the Company will need to undertake an equity raising in 2011/12 in order to have sufficient working capital to fund on-going administration, corporate and other costs of the Company and the proposed acquired subsidiary.
The opinions expressed above in relation to resolution 1 must be read in coniunction with 1.9 the more detailed analysis and comments made in this report, including the 16 January 2012 Independent Technical Valuation Report on the Tenements owned by Orange Hills prepared by Agricola Mining Consultants Pty Ltd ("AMCPL"), (author of the report is Malcolm Castle), a copy of which is attached as an appendix to the Notice of Meeting.

$2.$ Implications of the Proposals

As at 16 January 2012, there were 97,159,279 ordinary fully paid shares on issue in UOG. $2.1$ The significant fully paid shareholders as at 9 December 2011 based on the top 20 shareholders list were believed to be:

	No. of fully paidshares	% of issuedfully paidshares
Iron Mountain Mining Limited	20,526,361	21.13
Julie Zohar	7,500,002	7.72
David Zohar	7,003,318	7.20
Swancove Enterprises Pty Ltd	6,500,000	6.69
John Karajas	5,525,000	5.69
	47,054,681	48.43

The top 20 shareholders at 9 December 2011 owned approximately 59.16% of the ordinary issued capital of the Company. Shareholders should refer to the Section 1 and Table 1 of the EM to see the 9 December 2011 shareholdings of the Zohar Group and their deemed associates (that include Iron Mountain Mining Limited and Eagle Nickel Limited, two companies that are listed on ASX and David Zohar is a director).

If the Proposal is completed by acquiring 100% of the shares in Orange Hills, the Zohar $2.2$ Group would increase its ordinary shareholding interest from 21.268.221 ordinary shares to 28,267,221 ordinary shares representing an approximate 25.98% shareholding interest in the expanded capital of UOG (before the exercise of any share options). Paragraph 1.4 refers to further details. Pervan and associates would increase their shareholding from 1,000,000 shares to 1,666,666 shares in UOG that would represent an approximate 1.53% shareholding in UOG. The remaining Orange Hills shareholders would own a collective 4,000,000 shares in UOG representing an approximate 3.68% shareholding in UOG.

Shareholders should refer to Table 1.1 and Section 1 in the EM for more details on the shareholdings of the Zohar Group and associates and Pervan and associates post the completion of the Proposal and issue of 11,666,667 Orange Hills Shares to the Orange Hill Vendors.

The current Board of Directors of UOG is not expected to change in the near future as a $2.3$ result of the Proposal. The Board as at 16 January 2012 is Zhukov Pervan, David Zohar, John Karaias, Noel Taylor and Parmesh Vakil.
The Company would own 100% of the shares in Orange Hills that owns the Tenements as $2.4$ noted in paragraph 1.2 above. Orange Hills would become a wholly owned subsidiary of UOG.

Corporate History and Nature of Business $3.$

UOG

UOG is listed on the ASX. Its focus is mineral exploration in Australia. Its more significant $3.1$ areas of interest are:
- Horseshoe Project in WA gold targets
- Victoria Desert Project in WA gold, base metals and uranium targets
- Gunnedo Project in WA gold and base metal targets
- Redmond Project in WA gold and base metal prospect (an application)
- Tambeliup Project in WA gold and base metal targets (granted October 2011)

Orange Hill

Orange Hills is an unlisted public company owned by 6 shareholders of whom 21,000,001 3.2 shares are owned by the Zohar Group, 2,000,000 by ZP Pty Ltd (associated with Pervan), 6,000,000 shares owned by Timothy Tatterson, 3,000,000 shares owned by Askins and Ansell Trust and 3,000,000 shares by Geotech International Pty Ltd. Its focus is mineral exploration in Australia. Its areas of interest are note in paragraph 1.2 above and the Valuation Report of GIPL attached to the EM. The liabilities of Orange Hills as at 31 August 2011 approximate $413,728, however these have now been forgiven and the liabilities of Orange Hill are not expected to exceed $10,000 at the time of settlement, if the Proposal is consummated.

$\overline{A}$ Future Directions of UOG

We have been advised by the directors and management of UOG that: $4.1$

There are no proposals currently contemplated either whereby UOG will acquire any further properties or assets from the Orange Hills Vendors (however UOG will acquire 100% of the shares in Orange Hills as noted). The composition of the Board will not change in the short term as noted above;
The Company may seek to raise further working capital in the near future:
No dividend policy has been set and it is not proposed to be set until such time as the $\bullet$ Company is profitable and has a positive cash flow; and
The Company will endeavour to enhance the value of its interests in its existing mineral assets (and the Tenements owned by Orange Hills).

5. Basis of Valuation of UOG Shares

$5.1.1$ In considering the proposals to acquire 100% of the shares in Orange Hills, we have sought to determine if the considerations payable by UOG to the Orange Hills Vendors are fair and reasonable to the existing non-associated shareholders of UOG.
The offer would be fair to the existing non-associated shareholders if the value of the $5.1.2$ shares in UOG is greater than the implicit fair value of the shares in Orange Hills being acquired from the Orange Hills Vendors. Accordingly, we have sought to determine a theoretical value that could reasonably be placed on UOG shares for the purposes of this report.
$5.1.3$ The valuation methodologies we have considered in determining a theoretical value of an UOG share are:
- Capitalise maintainable earnings/discounted cash flow;
- Takeover bid the price at which an alternative acquirer might be willing to offer; $\bullet$
- Adjusted net backing and windup value; and
- The market price of UOG shares.
$5.2$ Capitalise maintainable earnings and discounted cash flows.
Due to UOG's current operations, a lack of profit history arising from business undertakings $5.2.1$ and the lack of a reliable future cash flow from a current business activity, we have considered these methods of valuation not to be relevant for the purpose of this report.
$5.3$ Takeover Bid
$5.3.1$ It is possible that a potential bidder for UOG could purchase all or part of the existing shares, however no certainty can be attached to this occurrence. To our knowledge, there are no current bids in the market place and the directors of UOG have formed the view that there is unlikely to be any takeover bids made for UOG in the immediate future. We concur with that view in the absence of any evidence on the market place to date. However, if the agreement to acquire the shares in Orange Hills is consummated, the Zohar Group will control approximately 25.98% (up from approximately 21.89%) of the expanded ordinary issued capital of UOG.
5.4 Adjusted Net Asset Backing
We set out below an unaudited statement of financial position of UOG as at 31 December 5.4.1 2011, adjusted for estimated administration and exploration costs for the period 1 January 2012 to 28 February 2012 of $150,000 and a fall in value of shares in listed investments of approximately $1,225,000 as at 31 December 2011.

٠	UOG(as adjusted)31 December2011$000's
Current Assets
Cash	444
Receivables	23
Prepayments
	469

	UOG(as adjusted)31 December2011$000's
Non Current Assets
Fixed assets	6
Capitalised exploration costs
Available for sale financial assets	1,122
	1,128
Total Assets	1,597
Current Liabilities
Trade and other payables	228
Provisions	2
Total Current Liabilities	230
Total liabilities	230
Net Assets	1,367
Equity
Issued capital	7,609
Reserves	(726)
Accumulated losses	(5,516)
Net Equity	1.367

The book net tangible asset backing as at 31 December 2011 (as adjusted as noted 5.4.2 above) equates to approximately 1.40 cents (97,159,279 ordinary shares on issue) (ignoring the value, if any, of non-booked tax benefits).

We have accepted the amounts for all current assets and non current assets. We have 5.4.3 been assured by management of UOG that they believe the carrying value of all current assets, fixed assets and liabilities at 31 December 2011 (as adjusted as noted above) are fair and not materially misstated. UOG expenses its exploration and evaluation costs as incurred and there is arguably value in the tenement interests of UOG.
We note that the market has been informed of all of the current projects, joint ventures and $5.4.4$ farm in/farm out arrangements entered into between UOG and other parties. We also note it is not the present intention of the directors of UOG to liquidate the Company and therefore any theoretical value based upon wind up value or even net book value (as adjusted), is just that, theoretical. The shareholders, existing and future, must acquire shares in UOG based on the market perceptions of what the market considers an UOG share to be worth.

The market has either generally valued the vast majority of junior mineral exploration companies at significant discounts or premiums to appraised technical values and this has been the case for a number of years although we also note that there is an orderly market for UOG shares and the market is kept fully informed of the activities of the Company. Furthermore, for accounting purposes under Australian Equivalents to International Financial Reporting Standards ("IFRS"), the consideration for the issue of UOG shares to acquire the shares in Orange Hills from the Orange Hills Vendors will be booked at the fair value of the shares in Orange Hills or at the share price of an UOG share at the date of Acquisition and not any perceived technical value. Accordingly, for the reasons outlined above, we believe that for the purpose of this report, it is not appropriate to use any technical value of an UOG share in assessing whether the proposal for UOG to acquire 100% of the shares in Orange Hills is fair and reasonable. We believe a market-based approach is a more suitable basis of assessing whether the Proposal is fair and/or reasonable. In the case of the Proposal, the pre announcement prices have been taken as prior to 3 October 2011.

5.5 Market Price of UOG Fully Paid Ordinary Shares

We set out below a summary of the fully paid share prices of UOG since 1 May 2011. The $5.5.1$ last sale in September 2011 was on 9 September 2011. Since that date the shares on sixteen trading days traded in the range of 1.5 cents to 2.8 cents (a total of only 688,501 shares were traded to 16 January 2012) (last sale 16 January 2012 was 1.5 cents when 24,000 shares were traded).

2011	High Cents	Low Cents	Last SaleCents	Volume Trade(00's)
May	2.8	2.5	2.5	231
June		1.6		904
July	2.5	1.6	2.5	104
August	2.5	2.3	2.5	141
September	2.9	2.4	2.4	200

A rights issue was announced in mid April 2011 at 3 cents per share and the issue was closed (after some investors taking up some shortfalls) on 27 August 2011. Other than announcements on the rights issue/shortfall placements there were no other significant announcements between May 2011 and to 30 September 2011 other than the quarterly activities report for June 2011. The 2.9 cents was on one sale on 2 September 2011 and thereafter sales on low volumes have been between 1.5 cents and 2.8 cents with a last sale on 16 January 2012 at 1.5 cents (24,000 shares traded).

Generally, the market is a fair indicator of what a share is worth, however the theoretical 5.5.2 technical value based on the underlying value of assets and liabilities may be lower or higher. It is noted that over the past several years, the vast majority of mineral exploration companies listed on the ASX are trading at significant discounts or premiums to appraised technical values and in some cases have traded at a discount to cash asset backing. In the case of UOG, the monthly volume of trades on the ASX is quite low but arguably large enough (considering that a large parcel of shares is tied up in the hands of Iron Mountain, the Zohar Group and other Directors of UOG) to arque that an orderly market exists for UOG's shares. The "market" arguably is fully informed of its activities. It is our opinion that it is appropriate to use a range of recent pre-announcement trading market values as fair values to attribute to Orange Hills Shares to be issued by UOG to the Orange Hills Vendors.

5.5.3 The future value of an UOG share will depend upon, inter alia:

The successful exploitation of the current mineral assets of UOG and/or the $\epsilon$ Tenements being acquired by acquiring Orange Hills;
The state of the gold and base metal markets (and prices) in Australia and overseas; $\bullet$
The cash position of UOG:
The realisable values of UOG's share investments in Iron Mountain. Eagle Nickel and Actinogen:
The state of Australian and overseas stock markets;
Membership and control of the Board and management of UOG;
General economic conditions; and
Liquidity of shares in UOG.
5.5.4 We thus consider the fair value of an UOG share for the purposes of this report (based on share prices in the few months to 16 January 2012) to lie in the range of 1.5 cents and 2.5 cents (only at 1.5 cents for one day on 16 January 2012). For the purposes of this report, we have considered that it is appropriate to use a range of prices for the UOG ordinary shares in determining our opinion on faimess. The Directors will need to consider the accounting standards in determining the final price attributable to the Orange Hills Shares to be issued to the Orange Hills Vendors by UOG resulting from the consummation of the Proposal. It is noted that the Directors of UOG considered that the fair value of an UOG share at the time of discussions to enter into the Proposal to be approximately 2.5 cents. It is assumed that the Orange Hills Shares will be escrowed for a period of between 12

UNI3373/IER re Acquisition of Orange Hills January 2012

months and 24 months and a discount for restricted trading should be applied at between 20% and 40%. Thus the discounted value of the Orange Hills Shares may be between 0.96 cents and 2.0 cents. The preferred discounted value is in our view around 2.0 cents. However, under IFRS, the Orange Hills Shares will probably be issued at fair market value and this has been noted as between 1.5 cents and 2.5 cents.

6. Value of Consideration as to the Proposal

$6.1$ Based on pre announcement fair market share prices (not discounted as noted above), the value of the consideration, being the issue of 11,666,667 Orange Hills Shares (ordinary shares in UOG) lies between $186,667 and $291,667 ($280,000 using 2.4 cents per share). Using the share prices in January 2012, the value of the consideration would approximate $175,000.

7. Basis of Valuation of the shares in Orange Hills

$7.1$ The usual approach to the valuation of an asset is to seek to determine what an informed, willing but not anxious buyer would pay to an informed, willing but not anxious seller in an open market.

$7.2$ Orange Hills is an unlisted public company and therefore valuing the shares on a takeover basis and on a market based approach are not that relevant. There are no indications that other parties wished to acquire all of the shares in Orange Hills other than UOG. Orange Hills was initially formed in 2010 with the objective to obtain a suite of mineral assets (that it has and are more fully described in the valuation report referred to below) and ultimately prepare an IPO and achieve a listing on a recognised securities exchange (probably ASX). The IPO route was abandoned in June 2011 due to poor market conditions. The shareholders in Orange Hills do not have an active market to trade their shares.

7.3 The Company has commissioned AMCPL (author of the Valuation Report is Malcolm Castle to prepare a Valuation Report of the Tenements. The Valuation Report of 16 January 2012 should be read in its entirety and a full copy of the Valuation Report is attached as an Appendix to the Notice and forms part of the EM to Shareholders. The Valuation Report ascribes a range of values to the interests to the Tenements and for the purposes of our report we have used the low, high and mid range market valuations referred to in the Valuation Report.

$7.4$ We have used and relied on the Valuation Report on the Tenements and have satisfied ourselves that:
- AMCPL 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 authors of the report, Mr Malcolm Castle is suitably qualified and experienced);
- AMCPL is independent from UOG and Orange Hills; and
- AMCPL has employed sound and recognised methodologies in the preparation of the valuation report on the Tenements.
7.5 AMCPL has provided a range of market values of the Tenements (not all vet registered in the name of Orange Hills). AMCPL has ascribed a range of values to the Tenements as follows:

	LOW	Preferred	High
Orange Hills Tenements (all)	5,000,000	5,900,000	6.800.000

$7.6$ The adjusted (to reflect estimated administration and net exploration costs to 31 December 2011 totalling $10,000) unaudited statement of financial position of Orange Hills discloses an estimated unaudited net book asset position of approximately $nil.

Using the fair values of the Orange Hills Tenements ascribed by AMCPL the net fair value of Orange Hills is expected to lie in the range of $4,990,000 and $6,790,000 with a preferred fair value of $5,890,000.

Conclusion as to Fairness on the Proposal (relating to the acquisition of the shares 8. in Orange Hills)

The proposal to acquire the shares in Orange Hills for the consideration noted in paragraph $8.1$ 6.1 above is believed fair to UOG's non-associated shareholders if the value of the consideration offered is equal to or less than the value of the shares in Orange Hills. The valuation of mineral interests and valuing future profitability and cash flows is extremely subjective as it involves assumptions regarding future events that are not capable of independent substantiation.
We have examined below the values attributable to the Orange Hills Shares proposed to $8.2$ be issued by UOG to the Orange Hills Vendors.

	Low	· Preferred	High
Assessed value of Consideration	186,667	280,000	291,667
Assessed value of the shares inOrange Hills	4,990,000	5,890,000	6,790,000
Excess of value of shares in OrangeHills over the Consideration payable	4,803,333	5,610,000	6,498,333

If the discounted share price of an UOG share was used of say 2.0 cents (refer above), the value attributable to the Orange Shares would be $233,333. Using the share price of a UOG share traded on ASX as at 16 January 2012, the assessed value of the consideration approximates $175,000.

On a pre-announcement market value approach, the Proposal as outlined in 8.3 resolution 1 to the Notice is considered on balance to be fair.

Reasonableness of the Proposal (to acquire all of the shares in Orange Hills) 9.

We set out below some of the advantages and disadvantages and other factors pertaining 9.1 to the Proposal (to acquire 100% of the shares in Orange Hills) to determine whether in our opinion the Proposal is reasonable.

Advantages

The Proposal as noted above is considered fair based on the range of valuations provided $9.2$ by AMCPL.
The Company further increases its exposure to Australian mineral assets. The Company 9.3 does not have many mineral interests and by increasing the number of mineral projects increases the opportunity to have commercial success. Diversification into a number of new mineral areas by acquiring Orange Hills may reduce the risk (but at the same time UOG is taking on commitments).
The Company may be able to raise further funds by way of share equity as a result of 9.4 acquiring the Orange Hills Tenements (via acquiring all of the shares in Orange Hills). It is expected that the Company may raise further funds in early to mid 2012 (after the Proposal is consummated in February or March 2012).
There is an incentive to the Orange Hills Vendors, including the Zohar Group to make UOG 9.5 a viable mineral exploration company as the Zohar Group will have a significant interest in UOG of approximately 25.98% (up from approximately 21.89%) (before any shares are issued pursuant to any proposed capital raising and the exercise of any share options as noted above).

Disadvantages

$9.6$

The number of fully paid ordinary shares on issue could rise by 11,666,667 to 108,825,946 (before exercise of any existing share options and any subsequent issue of shares pursuant to any new capital raising). This represents an approximate 12% increase in the ordinary shares of the Company. Currently, the Orange Hills Vendors collectively own 22.268.221 shares in the Company and if resolution 1 is passed, the Orange Hills Vendors collectively could obtain a shareholding interest of approximately 31.18% (of which the associated vendors being the Zohar Group and Pervan and associates interest would approximate 27.51%). In particular, the Zohar Group may obtain an approximate up to 25.89% shareholding interest in UOG, up from approximately 21.89%). However the control increase is not considered material as the Zohar Group's shareholding only increases by approximately 4.09%. The Zohar Group could on its own block special resolutions if their shareholding rose above 25% (it would rise to approximately 25.98% if Orange Hills is acquired). It is noted that approximately 50.20% of the Company's shares are under the control of the top 6 shareholders and that if the Zohar Group included the shares held by Iron Mountain Mining Limited ("IMM") (an ASX listed company in which the Zohar Group controls more than 15% of the issued capital of IMM) the Zohar Group has a deemed control of approximately 43.02% and after UOG acquires Orange Hills, the Zohar Group including IMM would control approximately 44.85% of the expanded issued capital of UOG (an increase of only approximately 1.83%). Deemed control is already in the hands of the Zohar Group. The opportunity for a takeover of all of the shares in UOG by parties not associated with the Zohar group is reduced. However, it is noted that the Orange Hills Vendors collectively are arguably paying a premium for control in that they are receiving pre announcement consideration of between approximately $186,667 and $291.667 ($175.000 based on the UOG share price as at 16 January 2012) but are giving up an asset (the shares in Orange Hills) deemed to be currently valued at between $4,990,000 and $6,790,000 (preferred value $5,890,000) per the AMCPL Valuation Report (less $10,000 of estimated liabilities).

Other Factors

9.7 UOG may need to raise further significant working capital to spend on exploration and evaluation of the Orange Hills Tenements. As noted above, the Directors are considering a capital raising after the Orange Hill acquisition is completed and by mid 2012. The number of shares that may be issued to raise additional capital is not vet ascertained however any future capital raisings will further dilute the current non associated shareholders interests in UOG.
9.8 The Orange Hills Tenements may not turn out to be commercially viable and thus losses may be incurred. There are annual exploration commitments in relation to the Orange Hills Tenements and further funds as noted above will need to be raised. Company's involved in mineral exploration acquire new tenements on a regular basis and thus UOG acquiring new tenement interests (via acquiring all of the shares in Orange Hills) is not unusual (except that the shares on Orange Hills are controlled by the related parties of the Zohar Group and the Pervan Group)
9.9 The share price of UOG is dependent upon exploration success (or otherwise) and by having further tenements (by acquiring all of the shares in Orange Hills) theoretically increases the chance of success (but commercial success cannot be assured).
$10.$ Conclusion as to Reasonableness as to the Proposal as noted under resolution 1
$10.1$ We believe that the Advantages outweigh the perceive Disadvantages and thus after taking into account the factors referred to in 9 above and elsewhere in this report, we are of the opinion that the Proposal as noted in paragraph 1.2 and resolution 1 in the Notice may be considered, on balance, to be reasonable to the non-associated shareholders of UOG.

It is noted that the Company will need to undertake an equity raising in 2011/12 in order to have sufficient working capital to fund on-going administration, corporate and other costs of the Company and the proposed acquired subsidiary. We have been advised that this may be carried out in the first or second quarter of 2012.

$11.$ Sources of Information

In making our assessment as to whether the proposals under resolution 1 as noted in $11.1$ paragraph 1.2 is fair and reasonable, we have reviewed relevant published available information and other unpublished information of the Company, the Orange Hills Tenements and Orange Hills that is relevant to the current circumstances. In addition, we have held discussions with the management of UOG 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 UOG.
Information we have received includes, but is not limited to: $11.2$
- Draft Notice's of UOG and draft Explanatory Statements to Shareholders prepared in September and October and updated in December 2011 and to 16 January 2012;
- Discussions with management and directors of UOG;
- Details of historical market trading of Iron Mountain, Eagle Nickel and Actinogen ordinary fully paid shares recorded by ASX for the period 1 May 2011 to 16 January 2012:
- Details of historical market trading of UOG ordinary fully paid shares recorded by ASX for the period 1 May 2011 to 16 January 2012;
- Shareholding details of UOG as supplied by the Company's share registry as at 9 December 2011:
- Un-audited balance sheet of Orange Hills as at 30 June 2011 and unaudited balance sheet of UOG as at 31 December 2011;
- Announcements made by UOG to the ASX from January 2011 to 16 January 2012;
- A draft Prospectus prepared by Orange Hills directors relating to an aborted IPO in June 2011:
- The Independent Valuation Report of AMCPL of 16 January 2012; and
- The cash flow forecasts of UOG for 2011/12.

Our report includes Appendix A and our Financial Services Guide attached to this report. $11.3$

Yours faithfully STANTONS INTERNATIONAL SECURITIES

J P Van Dieren - FCA Director

AUTHOR INDEPENDENCE AND INDEMNITY

This annexure forms part of and should be read in conjunction with the report of Stantons International Securities dated 17 January 2012, relating to the Proposal outlined in paragraph 1.2 of the report and resolution 1 in the Notice of Meeting to Shareholders to be distributed to shareholders in January 2012.

At the date of this report, Stantons International Securities does not have any interest in the outcome of the proposal. There are no relationships with UOG or Orange Hills other than acting as an independent expert for the purposes of this report. There are no existing relationships between Stantons International Securities and the parties participating in the transaction detailed in this report which would affect our ability to provide an independent opinion. The fee to be received for the preparation of this report is based on the time spent at normal professional rates plus out of pocket expenses and is estimated at $12,000. The fee is payable regardless of the outcome. With the exception of the fee, neither Stantons International Securities nor John P Van Dieren have received, nor will, or may they receive, any pecuniary or other benefits, whether directly or indirectly, for or in connection with the making of this report.

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

QUALIFICATIONS

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

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

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

DECLARATION

This report has been prepared at the request of the directors of UOG in order to assist the shareholders of UOG to assess the merits or otherwise of the Proposal as outlined in resolution 1 and the EM to which this report relates. This report has been prepared for the benefit of UOG's shareholders and does not provide a general expression of Stantons International Securities opinion as to the longer term value of UOG, its assets and Orange Hills and their mineral assets. Stantons International Securities does not imply, and it should not be construed, that is has carried out any form of audit on the accounting or other records of UOG or Orange Hills. Neither the whole nor any part of this report, nor any reference thereto may be included in or with or attached to any document, circular, resolution, letter or statement, without the prior written consent of Stantons International Securities to the form and context in which it appears.

DISCLAIMER

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

To make no claim by it or its officers against Stantons International Securities (and Stantons a) International Pty Ltd and Stantons International Audit and Consulting Pty Ltd) to recover any loss or damage which UOG may suffer as a result of reasonable reliance by Stantons International Securities on the information provided by UOG; and
(b) To indemnify Stantons International Securities (and Stantons International Pty Ltd and Stantons International Audit and Consulting Pty Ltd) against any claim arising (wholly or in part) from UOG or any of its officers providing Stantons International Securities any false or misleading information or in the failure of UOG or its officers in providing material information, except where the claim has arisen as a result of wilful misconduct or negligence by Stantons International Securities.

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

PO Box 1908 West Perth WA 6872 Australia

Level 2, 1 Walker Avenue West Perth WA 6005 Australia

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

FINANCIAL SERVICES GUIDE FOR STANTONS INTERNATIONAL PTY LTD (Trading as Stantons International Securities) Dated 17 January 2012

ABN: 41 103 088 697 AFS Licence No: 319600 www.stantons.com.au

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

$\overline{2}$ Financial Services Guide

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

This FSG includes information about:

who we are and how we can be contacted:
the services we are authorised to provide under our Australian Financial Services Licence, Licence No: 319600;
remuneration that we and/or our staff and any associated receive in connection with the general financial product advice;
any relevant associations or relationships we have; and $\blacksquare$
our complaints handling procedures and how you may access them.
Financial services we are licensed to provide 3.

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

Securities (such as shares, options and notes)

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

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

General Financial Product Advice 4.

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

$51$ 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.

Remuneration or other benefits received by our employees 6.

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.

$\overline{7}$ Referrals

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

8. Associations and relationships

SIS is ultimately a wholly division of Stantons International Pty Ltd a professional advisory and accounting practice. Our directors may be directors in Stantons International Pty Ltd and Stantons International Audit and Consulting Pty Ltd and Stantons International Audit and Consulting Pty Ltd charges Stantons International management fees.

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

$\mathbf{Q}$ Complaints resolution

$91$ 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 Level2 1 Walker Avenue Street WEST PERTH WA 6005

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

9.2 Referral to External Dispute Resolution Scheme

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

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

Financial Ombudsman Service Limited PO Box 3 MELBOURNE VIC 8007

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

$10.$ Contact details

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

United Orogen Limited Level 7, 231 Adelaide Terrace | PERTH WA 6000 PO Box 3235 | EAST PERTH WA 6892 Telephone: (08) 9225 4936 Email: [email protected] Website: uog.com.au

AI assistant

PATERSON RESOURCES LTD — Proxy Solicitation & Information Statement 2012

65618_rns_2012-03-08_416a7049-7084-433f-b59f-b19e1ecfd9a6.pdf

UNITED OROGEN LIMITED

Circular to Shareholders

General Meeting of United Orogen Limited

Corporate Directory

Notice of General Meeting

$\mathbf{1}$ . ACQUISITION OF SHARES IN ORANGE HILLS RESOURCES LIMITED

Voting Exclusion

"Snap-Shot" Time

PROXIES

Explanatory Memorandum

RESOLUTION 1 - ACQUISITION OF SHARES IN ORANGE HILLS RESOURCES $\mathbf{1}$ . LIMITED

Background

Related Parties

Independent expert report

Related parties and persons in a position of influence

Table 1.1

Table 1.2

Table 1.3

Regulatory requirements

Corporations Act - Chapter 2E

Table 14

Corporations Act - Part 6.1

Table 1.6

Information required by Listing Rule 10.13 of the ASX Listing Rules

GLOSSARY

Proxy Form

UNITED OROGEN LIMITED ACN 115 593 005

Proxy Form

Proxy Form (Cont.)

APPOINTMENT OF A SECOND PROXY(OPTIONAL)

Lawton Gillon

Re: Solicitor's Report on Mining Tenements

$\mathbf{1}$ Introduction

$22$ Opinion

$3.$ Qualifications

$4.$ Mining Tenements

$(c)$ Mining Lease

$(d)$ General Conditions

Specific Conditions $(e)$

5. Searches

6. Aboriginal Sites

$\overline{7}$ . Native Title Legislation

8. Native Title Claims

Effect of Native Title on Validity of Tenements $91$

Tenements granted prior to 1 January 1994 $(a)$

$(b)$ Tenements granted between 1 January 1994 and 23 December 1996

Tenements granted since 23 December 1996 $(c)$

$(d)$ Future Tenement Grants

$101$ Consent

TENEMENT SCHEDULE

Notes to Tenement Schedule

Note 1 E80/4243

ENDORSEMENTS

CONDITIONS

Note2

ENDORSEMENTS

CONDITIONS

Note 3

ENDORSEMENTS

CONDITIONS

Note 4

ENDORSEMENTS

CONDITIONS

Note5

ENDORSEMENTS

CONDITIONS

Re: INDEPENDENT VALUATION OF THE MINERAL ASSETS of UNITED OROGEN LIMITED in the KIMBERLEY AREA of WESTERN AUSTRALIA

DECLARATIONS

Relevant codes and guidelines

Sources of Information

Qualifications and Experience

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

Competent Persons Statement

Independence

PROJECT REVIEW

PROJECT OVERVIEW

PROJECT LOCATION PLAN

PATERSON RESOURCES LTD Proxy Solicitation & Information Statement 2012

成功的全球 (1987) 全部主要预算的 (1982)基本的合成,将转让的管理的的管理机构的事例 BASE VALUE