RAREX LIMITED — Capital/Financing Update 2013

Feb 12, 2013

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ASX / MEDIA ANNOUNCEMENT 13 February 2013

SALE OF JV INTERESTS TO GOLD FIELDS CLANCY TO RAISE $1.5 MILLION

Clancy Exploration Limited (ASX: CLY) is pleased to announce that it has agreed to sell its joint venture interests in six copper-gold projects in NSW to its joint venture partner, Gold Fields Australasia Pty Ltd, a wholly owned subsidiary of Gold Fields Limited (Gold Fields).

Clancy will receive a total of A$1.5 million from a combination of the sale consideration and a placement of shares to a related body corporate of Gold Fields.

1. The sale consideration will be A$1 million in cash which is to be paid immediately upon settlement.

2. The equity component of A$500,000 will be received immediately upon settlement of the placement which is to be done at 3.5c per share - a 75% premium to the current share price of 2c per share.

3. Clancy will retain its 2.5% Net Smelter Return (NSR) royalties on the six projects (in addition to Wellington North – see below), subject to Gold Fields having the right at any time to purchase the NSR’s for A$20 million each.

4. Both parties’ pre-emptive rights and the Gold Fields back-in right on the Gobondery project will be terminated.

Clancy’s Managing Director, Mr Gordon Barnes, said that the sale would allow both companies to deal with their respective project portfolios unencumbered.

“Gold Fields and Clancy have been partners in NSW since 2004 and in that time the portfolio and the priorities of each party have evolved. This deal will enable Clancy to focus on generating value from its 100% owned projects without restriction and the cash and equity component will strengthen the Company’s balance sheet and provide capital for ongoing exploration and/or project acquisition”, said Mr Barnes.

Clancy has a minority interest in six joint ventures that Gold Fields is earning, or has earned, an 80% interest in (Table 1). Once Gold Fields has earned an 80% equity in each of the projects, Clancy is required to either fund its share of the exploration cost, or dilute.

“Clancy’s priority is to fund projects that will generate the most shareholder value. Raising finance to fund a minority JV interest is a difficult proposition. We have already been diluted to an NSR on the Wellington North JV and it is quite likely that we would dilute in future on the others. Keeping the NSR’s provides cash upside in the event of a future discovery by Gold Fields. The Board is currently working through a number of new project opportunities which, if they materialise, we hope would provide better leverage for Clancy shareholders than what is offered by the Gold Fields JV projects”, Mr Barnes said.

The joint venture interests in six projects are being sold: Myall, Cowal East, Parkes CLY, Parkes CUR, Jemalong and Moorefield (Figure 1 and Table 1). Additionally the current Wellington North NSR will be amended to reflect Gold Fields’ right to purchase the royalty for A$20 million.

Gold Fields will hold 8.62% of the issued capital in Clancy when the sale is completed by on or about 19 February 2013.

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ASX / Media Announcement

Clancy Exploration Limited (ASX: CLY)

Table 1 – Clancy JV interests in NSW with Gold Fields

					ld Fields
	– Cla	ncyJV interests in NSW with Go
				Current
	JV P	roject	Tenement	ClancyInterest		Current contribution s	tatus
	Cowa	l East	EL6553	18.46%	Clancy diluting
			EL6554	1846%
				.
	Jemal	ong	EL6937	20.00%	Clancy to fund 2	0% on a deferred basis aft	er $1m spent or dilute
					Clancy to fund 2
	Moor	efield	EL7675	20.00%		0% on a deferred basis aft	er $1m spent or dilute
					Gold Fields earn2017,having sp	ing 80% by spending $10	5m before October
	Myall		EL6913	27.93%		.ent $6.9mto date
					Clancy to fund 2
	Parke	s CLY	EL7677	20.00%		0% on a deferred basis aft	er $1m spent or dilute
					Clancy to fund 2
	ParkeCUR	s	EL7676	20.00%		0% on a deferred basis aft	er $1m spent or dilute
			EL6178	0.00%	Clancy already d
	WellinNorth	gton	EL6328	0.00%		iluted to NSR
			EL6662	0.00%
			EL7200	0.00%
			EL7440	0.00%

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Figure 1 – Location of Clancy projects in the Macquarie Arc NSW. The minority JV interests in 6 projects are being sold to Gold Fields and Clancy will hold the Net Smelter Royalty on 7 projects (shown in red).

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--ENDS—

ASX / Media Announcement

Clancy Exploration Limited (ASX: CLY)

Please direct enquiries to:

Gordon Barnes Managing Director Phone: +61 2 6361 1285 Email: info@clancyexploration.com Web: www.clancyexploration.com

The information in this document that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Gordon Barnes who is a Member of the Australian Institute of Geoscientists. Mr Barnes is a full-time employee of Clancy Exploration Limited and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Gordon Barnes consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

About Clancy Exploration

Clancy Exploration (ASX: CLY) is an Australian-focused copper, gold, base metals and tin explorer. The Company’s portfolio consists of copper-gold projects in the Lachlan Fold Belt of NSW, base metal and tin projects in the Mount Read Volcanic Belt of Tasmania and Nadbuck near Broken Hill in NSW. In NSW, Clancy has 7 wholly owned projects, and 3 joint ventures with Mitsubishi Materials Corporation which are managed by Clancy. In Tasmania, Clancy has 2 base metal joint venture projects with Bass Metals and 1 tin joint venture project with TNT Mines Pty Ltd. The Tasmanian projects are managed by Clancy's joint venture partners. This mix of Clancy and joint venture project funding allows a high level of exploration activity to be maintained, whilst prudently managing Clancy’s financial resources. Details of Clancy’s projects can be found at the Company's website: www.clancyexploration.com

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