RED MOUNTAIN MINING LIMITED

RED MOUNTAIN MINING LTD

ACN 119 568 106

NOTICE OF GENERAL MEETING

TIME: 2.00pm WST DATE: 4 September 2012 PLACE: The Park Business Centre 45 Ventnor Avenue West Perth

The independent expert reporting on Resolutions 1, 2 and 3 concludes that the proposed transaction is FAIR AND REASONABLE to the non-associated Shareholders of the Company.

The Red Mountain Mining Ltd Board unanimously recommends that Shareholders vote in favour of all resolutions.

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Ms Shannon Coates, on (+61 8) 9226 5668.

CRITICAL DATES .......................................................................................................................... 1
IMPORTANT INFORMATION ........................................................................................................ 2
LETTER TO SHAREHOLDERS .......................................................................................................... 4
BUSINESS OF MEETING ................................................................................................................ 5
1. Resolution 1 – Change to Nature and Scale of Activities ........................................ 5
2. Resolution 2 – Issue of Shares to Mindoro Resources Ltd .......................................... 5
3. Resolution 3 – Approval for Mindoro Resources Ltd to Increase Relevant
Interest............................................................................................................................. 5
4. Resolution 4 – Selective Buy-back ............................................................................... 6
5. Resolution 5 – Grant of Options to Cygnet Capital Pty Ltd ..................................... 6
6. Resolution 6 – Grant of Options to Mr Zeffron Reeves .............................................. 6
7. Resolution 7 – Grant of Options to Mr Neil Warburton .............................................. 7
EXPLANATORY STATEMENT ......................................................................................................... 8
1. General ........................................................................................................................... 8
2. Resolution 1 – Approval for Change in Nature and Scale of Activities ................ 27
3. Resolution 2 – Issue of Shares to Mindoro Resources Ltd ........................................ 28
4. Resolution 3 – Approval for Mindoro Resources Ltd to Increase Relevant
Interest........................................................................................................................... 29
5. Resolution 4 – Selective Buy-back ............................................................................. 33
6. Resolution 5 – Grant of Options to Cygnet Capital Pty Ltd ................................... 36
7. Resolution 6 – Grant of Options to Mr Zeffron Reeves ............................................ 37
8. Resolution 7 – Grant of Options to Mr Neil Warburton ............................................ 38
9. Enquiries ........................................................................................................................ 39
GLOSSARY ................................................................................................................................. 40
SCHEDULES
Schedule 1 – Permits .............................................................................................................. 44
Schedule 2 – Restructure ....................................................................................................... 46
Schedule 3 – Terms and Conditions of Performance Shares ............................................ 48
Schedule 4 – Terms and Conditions of Options ................................................................. 50
Schedule 5 – Terms and Conditions of Class A Related Party Options ........................... 52
Schedule 6 – Terms and Conditions of Class B Related Party Options ........................... 54
ANNEXURES
Annexure A – Independent Expert’s Report....................................................................... 56
Annexure B – Solicitor’s Report on Permits ........................................................................ 175
Annexure C – Investigating Accountant’s Report ........................................................... 208

CRITICAL DATES

Event	Date *
Announcement of execution of Share Sale Agreement	24 July 2012
Dispatch Notice of Meeting	3 August 2012
General Meeting	4 September 2012
Settlement of Acquisition	24 September 2012

This timetable is indicative only and subject to change. The Directors of Red Mountain Mining Ltd reserve the right to amend the timetable.

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IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the General Meeting of the Shareholders to which this Notice of Meeting relates, will be held at 2.00pm WST on Tuesday, 4 September 2012 in:

The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5.00pm (WST) on Friday, 31 August 2012.

VOTING IN PERSON

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

VOTING BY PROXY

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

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

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

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

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

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

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(d) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that if:

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

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

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LETTER TO SHAREHOLDERS

Dear Shareholder

I have pleasure in presenting an exciting opportunity, which promises the potential of significant future growth for Red Mountain Mining Ltd (the Company or RMX).

RMX was incorporated on 5 May 2006 as an unlisted public company. On 30 August 2011, RMX was admitted to the official list of the ASX (Official List). RMX is based in Perth and, until April 2012, held options to acquire gold assets in China. The Company’s focus at the time of being admitted to the Official List was identifying and acquiring a significant equity interest in under-developed gold projects and introducing modern Australian mining techniques to underdeveloped projects in China. RMX has now broadened the scope of its strategy to include the identification of projects in minerals other than gold and projects located in the greater Asia region.

As announced on 24 July 2012, the Company has entered into a formal binding Share Sale Agreement with Mindoro Resources Ltd (Mindoro) to acquire 100% of the issued capital in a wholly owned subsidiary of Mindoro, Red Mountain Mining (Singapore) Pte Ltd (RMM Singapore) and Mindoro’s rights, title and interest to the Debt (Acquisition). RMM Singapore will, following a two stage restructure process governed by the Share Sale Agreement, have interests in several Philippine gold and copper tenements.

Since withdrawing from both the Diebu Project, as announced on 5 March 2012, and the Zhongqu Project, as announced on 24 April 2012, in China, RMX has been identifying and evaluating potential new acquisitions. Through that process, RMX has identified a number of projects in the Philippines, which the Board considers will bring value to RMX. Through the acquisition of RMM Singapore, RMX will acquire a 100% economic interest in the Batangas Project, which contains significant JORC compliant gold indicated and inferred resources, and the 75% joint venture interest in the Tapian San Francisco Project (Projects).

The Acquisition is subject to the satisfaction of a number of conditions precedent, including the Shareholder approval being sought at the General Meeting. I ask that you read this Notice and attached Explanatory Statement carefully, including the associated risks, advantages and disadvantages of the Acquisition.

Given that RMX has recently withdrawn from the agreements by which it had intended to acquire interests in gold assets in China and therefore currently holds no assets, the size of the proposed Acquisition and resultant change in both activities and the scale of the Company’s main undertaking, represent a significant change in RMX’s activities.

The Board has appointed an independent expert to review the proposed transaction and that independent expert has concluded that the Acquisition is FAIR AND REASONABLE to the non-associated Shareholders of the Company.

Your Board believes this is a unique opportunity to participate in advanced gold projects that have the potential to generate significant organic growth and widespread market support for the Projects and the Company. The Board unanimously recommends that Shareholders vote in favour of all resolutions.

Yours sincerely

Neil Warburton Executive Chairman and acting CEO

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BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

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

“That, subject to the passing of each of Resolutions 2 and 3, for the purpose of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change in the nature and scale of its activities as described in the Explanatory Statement.”

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

2. RESOLUTION 2 – ISSUE OF SHARES TO MINDORO RESOURCES LTD

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

“That, subject to the passing of each of Resolutions 1 and 3, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue the following securities on the terms and conditions set out in the Explanatory Statement:

(a) 100,000,000 Shares; and
(b) 50,000,000 Performance Shares.”

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

3. RESOLUTION 3 – APPROVAL FOR MINDORO RESOURCES LTD TO INCREASE RELEVANT INTEREST

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

"That, subject to the passing of each of Resolutions 1 and 2, for the purpose of Section 611 (Item 7) of the Corporations Act and for all other purposes, approval is given for the acquisition of a relevant interest in the issued voting Shares of the Company by Mindoro Resources Ltd in excess of the threshold prescribed by Section 606(1) of the Corporations Act, on

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the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

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

Expert’s Report: Shareholders should carefully consider the Independent Expert’s Report prepared by RSM Bird Cameron for the purposes of shareholder approval, required under ASX Section 611 (Item 7) of the Corporations Act. The Independent Expert’s Report comments on the fairness and reasonableness of the transaction to the non-associated shareholders in the Company. The independent expert has determined that the transaction is both fair and reasonable to the non-associated shareholders of the Company.

4. RESOLUTION 4 – SELECTIVE BUY-BACK

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

“That, subject to the passing of each of Resolutions 1, 2 and 3, for the purpose of Section 257D(1)(b) of the Corporations Act and for all other purposes, approval is given for the Company to conduct a Selective Buyback on the terms and conditions set out in the Explanatory Statement.”

5. RESOLUTION 5 – GRANT OF OPTIONS TO CYGNET CAPITAL PTY LTD

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

“That , subject to the passing of each of Resolutions 1, 2, 3 and 6, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to grant 10,000,000 Options to Cygnet Capital Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

6. RESOLUTION 6 – GRANT OF OPTIONS TO MR ZEFFRON REEVES

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

“That, subject to the passing of each of Resolutions 1, 2, 3 and 5, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given

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for the Directors to grant 5,000,000 Options to Mr Zeffron Reeves (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

7. RESOLUTION 7 – GRANT OF OPTIONS TO MR NEIL WARBURTON

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to grant 4,000,000 Options to Mr Neil Warburton (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

DATED: 31 JULY 2012

BY ORDER OF THE BOARD

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MS SHANNON COATES COMPANY SECRETARY RED MOUNTAIN MINING LTD

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 2.00pm (WST) on Tuesday, 4 September 2012 in:

The Park Business Centre, 45 Ventnor Avenue, West Perth

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions set out in this Notice of General Meeting.

1. GENERAL

1.1 Background

Red Mountain Mining Ltd (the Company) is a public company listed on the Official List (ASX code: RMX). The Company is predominantly concerned with the identification and acquisition of significant equity interests in underdeveloped mineral projects and introducing modern Australian mining techniques to underdeveloped projects in the greater Asian region.

As set out below, the Company intends to acquire assets, where currently it does not have an interest in any assets and thereby change the nature and scale of its activities to include gold and copper gold exploration and development in the Philippines.

1.2 Share Sale Agreement

On 23 July 2012, the Company entered into a formal share sale agreement with Mindoro Resources Ltd (Share Sale Agreement), pursuant to which Mindoro agreed to sell and the Company agreed to acquire, 100% of the issued capital of RMM Singapore and Mindoro’s rights, title and interest to the Debt (Acquisition). The proposed Restructure, which will take place alongside the Acquisition, is discussed in further detail in section 1.4 below.

The Company anticipates that settlement under the Share Sale Agreement will occur on or around 24 September 2012.

In consideration for the Acquisition, the Company will issue to Mindoro, at Settlement:

(a) 100,000,000 Shares; and
(b) 50,000,000 performance shares in the Company (Performance Shares) on the terms and conditions set out in Schedule 3, which will convert into Shares if, on or before that date which is 12 months after Settlement:
(i) the total amount of JORC compliant indicated mineral resource of gold (Gold Resource) on the Batangas Project increases to 600,000 ounces; and
(ii) the Company completes, on a best endeavours basis, a scoping study on Batangas Project, which confirms that:

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(A) there has been a minimum of 50% conversion of the 600,000 ounces Gold Resource to a probable ore reserve or equivalent based on mine design (for instance mining inventory); and
(B) the development of a mine is economically viable on key parameter terms, mutually agreed by the Company and Mindoro,

(together the Consideration Securities).

Mindoro intends to complete an ‘in-specie’ distribution of the Consideration Securities to the shareholders of Mindoro (Distribution) following the expiry of:

(a) in relation to the Shares issued to Mindoro under section 1.2(a) above, a 12 month mandatory ASX restriction period; and
(b) in relation to the Performance Shares issued to Mindoro under section 1.2(b) above, both a 12 month mandatory ASX restriction period on the Performance Shares and up to a 12 month voluntary restriction period, as set out in the Share Sale Agreement, on the Shares issued following the conversion of the Performance Shares.

The Company and Mindoro may agree, subject to ASX’s consent (if required), that Mindoro may conduct the Distribution prior to the dates set out above. For the avoidance of doubt, the Distribution in relation to the Shares issued upon the conversion of the Performance Shares may occur at a different time to the Distribution in relation to the Shares initially issued to Mindoro.

1.3 Conditions Precedent to Acquisition

The Acquisition is conditional upon a number of conditions precedent, including, but not limited to:

(a) the execution of certain documents required to give effect to the Loan (see section 1.5 below). These have been executed;
(b) completion of the Initial Restructure, after which the structure of RMM Singapore and its subsidiaries will be as set out in Part A of Schedule 2. The Initial Restructure, including all taxes payable, is to be fully funded by Mindoro, other than in relation to the incorporation of RMM Singapore and the assignment of Mindoro’s rights, title and interest to the Debt, all costs of which will be borne by the Company;
(c) the execution of certain documentation that will allow the Initial Restructure to occur;
(d) the employment of certain employees that are key to the current operations on the Permits;
(e) the Company obtaining all necessary shareholder and regulatory approvals required by the Corporations Act, the ASX Listing Rules and all other rules and regulations in relation to the Acquisition; and
(f) Mindoro obtaining all necessary shareholder and regulatory approvals required by the Corporations Act, the ASX Listing Rules and all other rules and regulations in relation to the Acquisition.

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1.4 Restructure

The Company intends to acquire the interest in the Batangas Project by virtue of the Company acquiring 100% of the issued capital of RMM Singapore, which will hold 100% of the issued capital of Newco (Philippines). Following the Initial Restructure, Newco (Philippines) will hold a 40% interest in, and an option to acquire the remaining 60% interest (at no further cost to the Company) in, Egerton Gold Philippines Inc (Egerton), in accordance with the Share Sale Agreement. Egerton is a Philippine company which will hold a 25% economic interest in the Batangas Project, with Newco (Philippines) holding the remaining 75% economic interest in the Batangas Project.

The Company also intends to acquire a 75% joint venture interest in the Tapian San Francisco Project. Accordingly, following the Initial Restructure, Newco (Philippines) will hold that 75% joint venture interest.

As part of the Further Restructure, certain subsidiaries of Newco (Philippines) will acquire the legal title to certain Permits. The structures upon completion of the Initial Restructure and then the Further Restructure are set out in Schedule 2.

Four of the Permits that are part of the Batangas Project are applications for exploration permits. Until such time as the permits are granted, Philippine law prohibits applications for exploration permits from being transferred. Accordingly, the Share Sale Agreement provides that if exploration permits are not granted over the area of the applications and transferred to Newco (Philippines) within 24 months after Settlement and those Permits (or applications) exceed a value of $20,000, the Company and Mindoro will, among other possible actions, use reasonable endeavours to agree in good faith to amendments to the Share Sale Agreement, so as to overcome the failure to transfer the EPAs and give effect to the commercial intentions of the parties in entering into the Share Sale Agreement.

The Projects are located in the Batangas province on Luzon Island and in the San Francisco province near Surigao on Mindanao Island in the Philippines. Together, the Projects consist of 3 mineral production sharing agreements, 10 exploration permits and 6 applications for exploration permits.

The Batangas Project has:

(a) an indicated resource of 10,150,000 tonnes at a grade of 1.20 g/t gold to give 393,000 ounces of gold and 3.04 g/t silver to give 1,427,800 ounces of silver; and
(b) an inferred resource of 3,800,000 tonnes at a grade of 0.88 g/t gold to give 108,000 ounces of gold and 1.75 g/t silver to give 210,000 ounces of silver.

The Tapian San Francisco Project does not, at this stage, have any JORC compliant resources.

The Company, through a loan to Mindoro’s subsidiary RMM Singapore (as detailed in section 1.5), intends to commence drilling the “high grade” feeder zones which lie beneath or adjacent to the existing gold resources at Archangel on the Batangas Project in early August 2012.

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1.5 Additional Material Terms in the Share Sale Agreement

The Company has entered into a facility agreement on usual commercial terms to loan up to $1,000,000 (Loan Amount) to RMM Singapore, so that it can commence drilling on gold tenements or other projects agreed to by the Company (Loan). The Loan will be secured by a security interest over MRL Gold (Australia) Pty Ltd, to which Mindoro must transfer 100% of the issued capital of RMM Singapore if for any reason, the Acquisition does not go ahead, and a guarantee from Mindoro. If the Acquisition does not proceed for any reason, the Loan Amount must be repaid in cash within 3 months of the termination of the Acquisition.

The Company will appoint two representatives of Mindoro to the Company’s Board on or before Settlement. It is intended that the future Mindoro representative directors will be as follows (any change to which will be subject to agreement by the Company and, if necessary, Shareholder approval):

(a) Lawrence Jonathon Dugdale

Mr Jon Dugdale is currently the Chief Executive Officer and President of Mindoro (appointed in March 2010) and it is anticipated that, following his appointment to the Company’s Board as a part time Executive Director, he will transition to full time Managing Director of the Company on or before 28 February 2013.

Mr Dugdale graduated as a geologist with first class honours from the University of Melbourne in 1986 and has 25 years mining and investment experience in Australia and the Asian region.

Following graduation Mr Dugdale immediately joined Western Mining Corporation, spending 7 years in Western Australia and Queensland in gold and nickel mine geology and exploration. With MPI Mines from 1993 to 2004, Mr Dugdale was involved with the exploration and development of several discoveries made by the MPI exploration team, including Silver Swan nickel deposit in Western Australia and Golden Gift gold deposit in Stawell, Victoria, Australia. Before joining Mindoro, Mr Dugdale spent four years with major shareholders Asian Lion and Lion Selection Group, where he obtained exposure to the valuation and development of mining projects in the Asian region as an active investment manager.

Mr Dugdale and his associates hold a total of 1,845,867 Chess depository interests, 1,900,000 options and 101,216 warrants in the capital of Mindoro.

Mr Dugdale is not associated with any associates of Mindoro other than that he is a director of both MRL Gold Australia Pty Ltd and RMM Singapore, both wholly owned subsidiaries of Mindoro.

Other than as disclosed in this Notice, Mr Dugdale does not have any interest in the Acquisition or any agreement related to the Acquisition.

(b) Howard Graham Walker

Mr Howard Walker is currently the Executive Vice Chairman of Mindoro (appointed in July 2009) and he will be appointed as a Non-Executive Director of the Company.

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Mr Walker graduated with a Bachelor of Science from the Royal School of Mines, London University in 1975 and has 36 years of experience in mining and mining finance in Australia, including 18 years as a gold analyst, Manager of Miner Research and then Assistant Director of the Corporate Department at JB Were & Son (now Goldman Sachs Australia).

Mr Walker has held various board positions in a number of resource companies including Lion Selection Group, Altitude Investments Ltd and Highlake Resources Ltd.

Mr Walker and his associates hold a total of 250,000 common shares, 2,239,130 Chess depository interests, 850,000 options and 250,000 warrants in the capital of Mindoro.

Mr Walker is not associated with any associates of Mindoro other than that he is a director of MRL Gold Australia Pty Ltd, a wholly owned subsidiary of Mindoro.

Other than as disclosed in this Notice, Mr Walker does not have any interest in the Acquisition or any agreement related to the Acquisition. The Share Sale Agreement contains standard representations and warranties for an agreement of its kind. In addition to standard remedies, the Share Sale Agreement contemplates a buy-back mechanism, as explained further in section 1.6 below.

1.6 Selective Buy-back Mechanism

The Share Sale Agreement provides for a selective buy-back of the Purchaser Shares issued to Mindoro, to be triggered on the occurrence of certain events.

Provided that the Distribution has not occurred or Mindoro has not otherwise disposed of the shares with the consent of the Company, the Company may elect, in its discretion, to buy back all, or a portion of the Purchaser Shares, in the following circumstances:

(a) if the Further Restructure does not occur within 12 months of Settlement, or such later date as agreed by the Company and Mindoro, and as a result, Mindoro is not able to transfer title to the Projects (or the beneficial interest in the Projects) to the Company or its nominee (Further Restructure Buy-back);
(b) if the EPAs are not approved, resulting in the granted exploration permits not being transferred within 24 months after Settlement and the value of those exploration permits (or applications) not transferred exceeds $20,000 (EPA Buy-back);
(c) if an application for the renewal of one or more of the Renewal Permits is not granted within 12 months of Settlement (Permit Renewal Buyback); and
(d) if, following Settlement, the consideration payable by the Company is deemed to have decreased due Mindoro breaching a warranty it has given in favour of the Company under the Share Sale Agreement (Breach Buy-back),

(a reference to a Selective Buy-back shall include a reference to each of the Further Restructure Buy-back, EPA Buy-back, Permit Renewal Buy-back and Breach Buy-back).

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A Selective Buy-back is subject to the approval of Shareholders, as contemplated by Resolution 4.

Provided a Selective Buy-back can occur, the Company would need to determine the number of Purchaser Shares that would be ‘bought back’ as part of a Selective Buy-back. The value of Purchaser Shares the subject of the Selective Buy-back would be determined by the Company:

(a) in the case of the Further Restructure Buy-back, having an independent valuation conducted to determine the value of the assets that were to be acquired as part of the Further Restructure, which could not be transferred to the Company (or its nominee);
(b) in the case of the EPA Buy-back, having an independent valuation conducted to determine the value of the exploration permits that were to be transferred upon grant of the EPAs, which were not transferred to the Company (or its nominee);
(c) in the case of the Permit Renewal Buy-back, having an independent valuation conducted to determine the value of the Permits which were unable to be renewed; and
(d) in the case of the Breach Buy-back, coming to an agreement (acting reasonably) with Mindoro as to the value to be attributed to the breach or, failing agreement, undertaking the dispute resolution process specified in the Share Sale Agreement,

then, dividing that value by the Deemed Issue Price.

In the event that a Further Restructure Buy-back, EPA Buy-back or Permit Buyback occurs, the Company will also relinquish all rights and title to, and all interest in, the Permits that:

(e) in the event of a Further Restructure Buy-back, are the subject of the Further Restructure and which have not been transferred as contemplated;
(f) in the event of an EPA Buy-back, were applications at the time of execution of the Share Sale Agreement and have not been granted and transferred as contemplated; and
(g) in the event of a Permit Buy-back, were the subject of renewal applications at the time of execution of the Share Sale Agreement and for which the renewals have not been granted as contemplated.

In the event that a Selective Buy-back cannot occur for whatever reason, including but not limited to a situation where:

(a) the Distribution has already taken place; or
(b) where shareholder approval for the Selective Buy-back has not been obtained,

Mindoro and the Company will resolve any dispute which may arise in relation to the Share Sale Agreement in accordance with the dispute resolution provisions contained in the Share Sale Agreement. These provisions are considered by the Company to be standard for an agreement of its nature.

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Following the Distribution or Authorised Disposal, the Company has access to normal remedies.

1.7 Advantages of the Acquisition

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

(a) the Independent Technical Valuation Report contained within the Independent Expert’s Report, indicates the initial value of the Projects at $13.78 million, exceeding the notional directors value of $10 million;
(b) the potential to increase the known gold mineralisation (please refer to the Independent Technical Valuation Report contained in the Independent Expert’s Report in Annexure A for further detail) at Archangel and Lobo on the Batangas Project is significant;
(c) the Company will, through its acquisition of RMM Singapore, have a 100% interest in the Batangas Project (see section 1.4 for an outline of the Indicated Resource and Inferred Resource of the Batangas Project);
(d) the Acquisition provides an opportunity for the Company to diversify into gold and copper gold exploration in an area of the world which contains prolifically mineralised volcanic arcs that are prospective for gold and copper gold and is favourable for mineral exploration and development;
(e) the acquisition of an existing company will enable the Company to tap into the established nature of RMM Singapore and its subsidiaries (following the Restructure) and the existing nature of many of the Permits, allowing the Company to, at least partially, avoid the start up costs and bureaucratic delay involved in a foreigner acquiring a new company in the Philippines;
(f) the two members of the Mindoro board of directors that will be appointed to the Board will expand the Company’s knowledge and skills base, allowing the Company to expand in line with its strategy in relation to opportunities other than the Acquisition;
(g) the Philippine government is committed to providing a competitive investment climate and adequate protection of the rights and privileges of mining investors. It promotes rational exploration, development and utilisation of mineral resources guided by a commitment to responsible mineral development;
(h) the Philippines is proximal to countries which have a high demand for metals, such as Japan, Korea and China. While this is not of significance to the Company while the Projects are in exploration stages, it may be beneficial to the Company if it is able to bring the Projects into production in the future; and
(i) the Acquisition represents a significant opportunity for the Company to increase the scale of its activities, which should increase the number and size of the investor pool that may invest in the Company’s Shares.

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1.8 Disadvantages of the Acquisition

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

(a) the Company has not previously operated in the Philippines, and is therefore entering into a new country with no previous “in house” experience operating within this jurisdiction, meaning that the Company will be largely reliant on its advisers and employees. To that end, the Company intends to employ a large percentage of the current workforce employed in the operations on the Permits;
(b) the Company will be changing the nature of its activities to become a company focused on gold and copper gold exploration activities in the Asia region, and particular to the Acquisition, in the Philippines, with a view to developing the permits on the Projects in the relative short term into mining permits, which may not be consistent with the objectives of all Shareholders;
(c) current Shareholders will have their interests in the Company diluted by the Consideration Securities payable to Mindoro pursuant to the Share Sale Agreement;
(d) as with most acquisitions, the risks associated with integration are a consideration. The integration of the management and corporate teams will require evaluation by the Board and may result in the prospective benefits of the Acquisition not being fully realised; and
(e) there are many risk factors associated with the change in nature of the Company’s activities, including sovereign risk, and risks associated with the requirement to obtain environmental and other regulatory approvals. The risks that the Acquisition exposes the Company to are discussed in sections 1.9 and 1.10 below.

1.9 Specific Risk Factors

Shareholders should be aware that if the proposed Acquisition is approved, the Company will be subject to various risk factors. Based on the information available, a list of the identified major risk factors is set out below. The list is not exhaustive and the general risk factors are set out in section 1.10 below:

Specific Risks

(a) Philippine Foreign Acquisition Laws

An entity not of Philippine nationality may only acquire up to 40% of a Philippine MPSA or the holder of an MPSA. The restriction on foreign ownership relates to the ownership of an MPSA and its holder, the operation of an MPSA, the total physical area that may be held by a foreign held entity and the role that a foreign person may have in an entity that has more than 40% control of an MPSA or MPSA holder.

The Company has considered this in determining how to structure the Acquisition, however there is a risk that following either or both of the Initial Restructure and the Further Restructure, the Philippine government will determine that structure of the Company’s holdings in the Philippines breaches foreign acquisition laws.

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If the Philippine government determines that there has been a breach, the Company may suffer a penalty, financial or other, or be required to litigate, which could be a costly and uncertain process.

(b)

Further Restructure

If the Further Restructure does not occur within 12 months of Settlement, the Company will be permitted to buy back some of the Purchaser Shares issued to Mindoro or may resort to the dispute resolution process, which may culminate in litigation. Accordingly, although the Company will have the opportunity to seek recompense, the process to receive the recompense may be lengthy.

(c)

Consents from surface land holders

The Mining Act sets out the requirement for entities wishing to access mineral permits for the purpose of exploration, development and utilisation to receive the consent of the surface owners or occupants of the land in writing prior to such access and to pay them an appropriate amount of compensation.

Although seeking such consent is a common task for mining companies in the Philippines, there is no guarantee that it will be a fast or cost effective process for the Company.

(d) Conditions and Renewal of Licences

The permits on the Projects are governed by Philippine legislation and are evidenced by the granting of licences. Each licence is for a specific term and carries with its annual expenditure and reporting commitments, as well as other conditions requiring compliance.

Some of the Permits, being the Lobo MPSA (specifically, the exploration period permitted), TSF Canaga MPSA (specifically, the exploration period permitted), Calo EP, Pica EP, Biga EP, Philex EP, Rosario EP, East Lobo EP, TSF Tapian Main EP and the West Canaga EP are currently in the approval process in relation to renewals and certain reporting conditions have not been complied with in regards to certain of the Permits. There is no guarantee that the approvals will be granted. In the event that the approvals are not granted and/or the MGB chooses to enforce the reporting requirement, Newco (Philippines) could be required to pay a fine for non-compliance or the relevant Permits may be forfeited.

In the event that those Permits are not renewed within 12 months after Settlement, the Company may have a contractual remedy against Mindoro, by way of the right to undertake the Permit Renewal Buyback.

In addition, RMM Singapore could lose title to, or its interest in, the licences if any other licence conditions are not met or if insufficient funds are available to meet expenditure commitments as and when they arise.

In the event that licence conditions or commitments are not complied with until Settlement, the Company may have a contractual remedy against Mindoro, by way of the right to undertake the Breach Buy-back.

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(e) Exploration Licences Applications

Some of the Permits, being the Batangas Extension EPA, the Calo Extension EPA, the SW Lobo EPA, the Villena EPA, the North Tapian EPA and the Tibur EPA are currently in the application process and have not yet been granted. There is no guarantee that the applications will be granted. In the event that the applications are not granted, RMM Singapore would not be able to acquire the benefit from those Permits.

In the event that this occurs and the value of the Permits not transferred exceeds $20,000, the Company and Mindoro may, among other possible actions, use reasonable endeavours to agree in good faith to amendments to the Share Sale Agreement, so as to overcome the failure to transfer the EPAs and give effect to the commercial intentions of the parties in entering into the Share Sale Agreement or undertake the EPA Buy-back.

(f) Objection to exploration activities

The Municipality of San Juan Batangas has objected to the conduct of exploration activities within its jurisdiction through the issue of SB Resolution 11-06, which may prevent exploration and the payment of occupation fees in that municipality. This objection covers the Pica EP, Biga EP and El Paso EP and may also affect the good standing of the affected permits, which may in turn affect the renewal of those permits. The Company has been advised that the MGB has stated that SB Resolution 11-06 may be challenged as being inconsistent.

(g) Moratorium on mining and exploration activities

The Mayor of the Municipality of Rosario has enforced a moratorium on all mining and exploration activities throughout the Municipality of Rosario until 30 November 2013 through the issue of AO 14-09, which may prevent exploration in that municipality. The moratorium covers the El Paso EP, Rosario EP and the Batangas Extension EPA and may also affect the good standing of the affected permits, which may in turn affect the renewal of those permits. There is a risk that the Municipality of Rosario will not lift the moratorium after 30 November 2013, which may result in the Company not being able to exercise its rights in relation to the affected permits.

MRL Gold Phils has commenced litigation against the Municipality of San Juan in objection to SB Resolution 11-06. If the court finds against MRL Gold Phils, this may result in the Municipality of San Juan, Batangas not recognising fees paid on the affected permits from 2007-2013, which would affect the good standing of those permits and potentially affect the right of the holder of the permits to operate in those areas.

(h) Community Based Forest Management Agreement

Prior to the grant of a mineral agreement on either TSF-Tapian Main EP or Tibur EPA, both of which are affected by the Community Based Forest Management Agreement held by the Mainit–Malimono Tree Framers Association, Newco (Philippines) will be required to seek the consent of that association. The requirement to seek this consent could result in delay to the Company.

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(i) Indigenous Heritage Protection

Under the Mining Act, no mining permit may be issued or renewal granted on areas subject of ancestral land claims or verified by the appropriate government agency as actually being occupied by indigenous cultural communities/indigenous peoples (ICCs/IPs), except with their prior consent. Prior consents shall be obtained as far as practicable in accordance with the customary laws of the ICCs/IPs concerned.

The Indigenous People’s Act of 1997 (Philippines) and its implementing rules and regulations also provide that no permit will be issued, granted or renewed by the concerned government agency without the NCIP first having issued a certificate which will only be issued after securing the free and prior informed consent of the affected ICCs/IPs.

(j)

Small Scale Mining Permit

There is a risk that a small-scale mining permit has been granted over the area of TSF Canaga MPSA. Although there is a risk to the Company that its title to the permits will be affected by any small-scale mining, the Company may have a contractual right against Mindoro to seek recompense for loss suffered where a small-scale mining permit has been granted over any of the Permits at the time of Settlement.

(k) Counterparty and Contractual Risk

Pursuant to the Share Sale Agreement, the Company has agreed to acquire a 100% interest in RMM Singapore, subject to the fulfilment of certain conditions precedent.

The ability of the Company to achieve its stated objectives will depend on the performance by Mindoro of its obligations under the Share Sale Agreement, including the seeking of various third parties. If Mindoro defaults in the performance of its obligations, it may be necessary for the Company to approach a court to seek a legal remedy.

(l) Litigation

Legal action instituted in Australia or overseas can be costly. There can be no guarantee that a legal remedy will ultimately be granted on the appropriate terms and any recompense sought may only be granted following a long delay.

Further, there is a risk that if Mindoro becomes insolvent, the Company may not receive the recompense it seeks as a result of a breach of any of its warranties in the Agreement or any other reason.

(m) Future capital requirements

Significant future funding may be required by the Company to develop the Projects. There can be no assurance that such funding will be available on satisfactory terms or at all. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities.

If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back

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its exploration program as the case may be, which may adversely affect the business and financial condition of the Company and its performance.

(n) Sovereign and Political Risks Associated with Operating in the Philippines

The Projects are located in the Philippines and the Company will be subject to the risks associated with operating in that country, including various levels of political, economic and other risks and uncertainties.

(o) Seasonal Weather

The Philippines experiences large seasonal weather changes which may adversely affect drilling operations and site services and assets. Such extreme weather conditions may create access and operational difficulties and negatively affect results and progress accordingly.

1.10 General Risk Factors

The current and future operations of the Company, including exploration, appraisal and possible production activities may be affected by a range of factors, including the below general risk factors. For the risk factors specifically related to the Company, refer to section 1.9.

(a) Exploration Success

There can be no assurance that exploration of the Projects will result in the discovery of economic gold and copper gold deposits. Even if an apparently viable deposit is identified, there is no guarantee it can be economically exploited.

(b)

Commodity and Currency Volatility

If the Company achieves success, leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and currency exchange rate risks.

Commodity prices inherently fluctuate and are affected by numerous factors beyond the control of the Company, including world demand for particular commodities, forward selling by producers and the level of production costs in major commodity producing regions. Moreover, commodity prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, a commodity. Any reduction in future gold prices may lead to sub-economic mining studies on the Permits.

Commodities are principally sold throughout the world in US dollars. As a result, any significant and/or sustained fluctuations in the exchange rate between the Australian dollar, Philippine Peso and the US dollar and/or adverse movements in commodity prices, could have a materially adverse effect on the Company’s operations, financial position (including revenue and profitability) and performance. The Company may undertake measures where deemed necessary by the Board to mitigate such risks.

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(c) Foreign exchange risk

The Company will be exposed to the volatility and fluctuations of the exchange rate between the United States dollar, the Philippine peso and the Australian dollar.

Global currencies are affected by a number of factors that are beyond the control of the Company. These factors include economic conditions in the relevant country and elsewhere and the outlook for interest rates, inflation and other economic factors. These factors may have a positive or negative effect on the Company's exploration, project development and production plans and activities together with the ability to fund those plans and activities.

(d) Insurance risks

The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect of the business, financial condition and results of the Company.

Insurance against all risks associated with mining exploration and production is not always available and where available the costs can be prohibitive.

(e) Competition risk

The industry in which the Company will be involved is subject to domestic and global competition. While the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, whose activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.

(f) Market risk

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;
(ii) interest rates and inflation rates;
(iii) currency fluctuations;
(iv) commodity price fluctuations;
(v) changes in investor sentiment toward particular market sectors;
(vi) the demand for, and supply of, capital; and
(vii) terrorism and other hostilities.

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(g) Potential Acquisitions

As part of its business strategy, the Company intends to make acquisitions of, or significant investments in, complementary companies or projects. Any such future transactions would be accompanied by the risks commonly encountered in making such acquisitions.

(h) Reliance on Key Personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

1.11 Batangas Project

The Batangas Project consists of the following permits, covering an area of 27,753.98 hectares which contain an indicated resource of 10,150,000 tonnes at a grade of 1.20 g/t gold, to give 393,000 ounces of gold and at a grade of 3.04 g/t silver to give 1,427,800 ounces of silver and an inferred resource of 3,800,000 tonnes at a grade of 0.88 g/t gold, to give 108,000 ounces of gold and at a grade of 1.75 g/t silver to give 210,000 ounces of silver, and is prospective for further gold and copper gold discoveries:

Permit	Permit/Application #	Permitee/Applicant
Initial Restructure
Archangel Lobo Calo Pica Biga Philex Talahib East Lobo	MPSA-177-2002-IV MPSA-176-2002-IV EP-IVA-006 EP-IVA-007 EP-IVA-008 EP-IVA-010 EP-IVA-011 EP-IVA-015	Egerton Gold Philippines Inc. Egerton Gold Philippines Inc. Egerton Gold Philippines Inc. Egerton Gold Philippines Inc. Egerton Gold Philippines Inc. Egerton Gold Philippines Inc. Egerton Gold Philippines Inc. Egerton Gold Philippines Inc.
Further Restructure
Rosario El Paso	EP-IVA-014 EP-IVA-009	MRL Gold Phils., Inc. MRL Gold Phils., Inc.
EPAs
Batangas Extension Calo Extension SW Lobo Villena	EPA-IVA-103 EPA-IVA-102 EPA-IVA-093 EPA-IVA-106	MRL Gold Phils., Inc. MRL Gold Phils., Inc. MRL Gold Phils., Inc. Hernando Villena (MRL Gold)

The map below sets out the position of each of the permits set out in the table above.

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==> picture [434 x 302] intentionally omitted <==

Figure 1 - Tenement map showing main targets and prospects at the Batangas Project.

1.12 Location, Access and Development of the Batangas Project

The Batangas Project is situated on the southwestern part of Luzon Island in the Batangas province, approximately 115km south of Manila, the capital city of the Philippines.

Access to the Batangas Project from Manila is via sealed roads from Manila, with the last 30km being on unsealed roads.

1.13 Proposed Exploration Program on the Batangas Project

The Company intends to advance the Batangas Project by undertaking:

(a) drilling for the high grade “feeder zones” which lie beneath or adjacent to the existing gold resource at Archangel;
(b) regional reconnaissance and mapping; and
(c) activities to continue to keep all tenements in good standing by spending at least the minimum required exploration expenditure.

1.14 Tapian San Francisco Project

The Tapian San Francisco Project consists of the following permits, covering an area of 2,520.06 hectares, which are prospective for copper and gold:

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Permit	Permit/Application #	Permitee/Applicant
Initial Restructure
TSF-Tapian Main North Tapian TSF-Canaga West Canaga Tibur	EP-16-XIII EPA-106-XIII MPSA-033-95-X EP-22-XIII EPA-88-XIII	Minimax Minimax Estrella Bautista MRL Gold Phils. Inc. Mindanao Gold Resources Inc. (Bautista)

The Tapian San Francisco Project permits hold potential for significant copper gold discoveries.

The map below sets out the position of each of the permits set out in the table above.

==> picture [420 x 292] intentionally omitted <==

Figure 2 - Tenement map showing main targets and prospects at the Tapian San Francisco Project.

1.15 Location, Access and Development of the Tapian San Francisco Project

The Tapian San Francisco Project is situated on the north eastern part of Mindanao Island in the San Francisco province, approximately 32km south of Suriago City.

Access to the Tapian San Francisco Project from Suriago City is via a sealed road and then by a steep foot trail.

1.16 Proposed Exploration Program on the Tapian San Francisco Project

The Company intends to advance the Tapian San Francisco Project by undertaking to:

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(a) continue regional reconnaissance and mapping activities; and
(b) keep all tenements in good standing by spending at least the minimum required exploration expenditure.

1.17 Summary of the Permit Rights

At completion of the Acquisition, the Projects will consists of three mineral production sharing agreements, ten registered exploration permits and six applications for exploration permits, as set out in the following table:

	PERMIT NAME	PERMIT NUMBER	REGISTERED HOLDER/ APPLICANT	AREA (HECTARES)	TERM EXPIRY DATE	MINERAL	LOCATION
1	Archangel	MPSA-177- 2002-IV	Egerton Gold Philippines Inc.	1,012	29 March 2014	Copper Gold	Batangas Province
2	Lobo	MPSA-176- 2002-IV	Egerton Gold Philippines Inc.	1,164	4 May 2012 (renewal application lodged)	Copper Gold	Batangas Province
3	Calo	EP-IVA-006	Egerton Gold Philippines Inc.	2,493	4 May 2012 (renewal application lodged)	Copper Gold	Batangas Province
4	El Paso	EP-IVA-009	MRL Gold Phils., Inc.	5,000	12 April 2014	Copper Gold	Batangas Province
5	Pica	EP-IVA-007	Egerton Gold Philippines Inc.	4,488	4 May 2012 (renewal application lodged)	Copper Gold	Batangas Province
6	Biga	EP-IVA-008	Egerton Gold Philippines Inc.	978	22 June 2012 (renewal application lodged)	Copper Gold	Batangas Province
7	Philex	EP-IVA-010	Egerton Gold Philippines Inc.	1,579	22 June 2012 (renewal application lodged)	Copper Gold	Batangas Province
8	Talahib	EP-IVA-011	Egerton Gold Philippines Inc.	873	5 October 2013	Copper Gold	Batangas Province
9	Rosario	EP-IVA-014	MRL Gold Phils., Inc.	2,991	23 May 2012 (renewal application lodged)	Copper Gold	Batangas Province
10	East Lobo	EP-IVA-015	Egerton Gold Philippines Inc.	2,461	23 May 2012 (renewal application lodged)	Copper Gold	Batangas Province

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11	Batangas Extension	EPA-IVA- 103	MRL Gold Phils., Inc.	3,033	N/A	Copper Gold	Batangas Province
12	Calo Extension	EPA-IVA- 102	MRL Gold Phils., Inc.	850	N/A	Copper Gold	Batangas Province
13	SW Lobo	EPA-IVA- 093	MRL Gold Phils., Inc.	166	N/A	Copper Gold	Batangas Province
14	Villena	EPA-IVA- 106	Hernando Villena	831	N/A	Copper Gold	Batangas Province
15	TSF-Tapian Main	EP-16-XIII	Minimax	1,940	18 May 2012 (renewal application lodged)	Copper Gold	San Francisco Province
16	TSF- Canaga	MPSA-033- 95-X	Estrella Bautista	486	23 July 2012 (renewal application lodged)	Copper Gold	San Francisco Province
17	West Canaga	EP-22-XIII	MRL Gold Phils., Inc.	316	5 May 2012 (renewal application lodged)	Copper Gold	San Francisco Province
18	North Tapian	EPA-106-XIII	Minimax	422	N/A	Copper Gold	San Francisco Province
19	Tibur	EPA-88-XIII	Mindanao Gold Resources Inc.	527	N/A	Copper Gold	San Francisco Province

1.18 Permit Rights

(a) Exploration Permits

Under Philippines mining legislation exploration permits have a term of 2 years and are renewable for like terms but not to exceed a total term of 6 years for non-metallic minerals and 8 years for metallic minerals.

(b) Mineral Production Sharing Agreements

Under an MPSA, the Government grants to the MPSA holder the exclusive right to conduct mining operations within a contract area. The share of the government is in the form of excise tax equivalent to a percentage of the gross output. The MPSA holder will provide the financing, technology, management and personnel necessary for the implementation of the MPSA.

Further information in respect of the Permits is set out in the Solicitor’s Report on Tenements contained in Annexure B to this Notice.

1.19 Future Acquisitions

The Company intends to pursue further project opportunities in line with its investment strategy of acquiring and developing quality minerals assets,

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including the acquisition of additional major gold and copper gold tenements in the greater Asian region.

1.20 Fees Payble

The Company has engaged the services of Cygnet Capital Pty Ltd (ACN 103 488 606), a licensed securities dealer to manage the Acquisition. Pursuant to that engagement, the Company will:

(a) increase the existing retainer with Cygnet by $10,000 per month, to a total of $20,000 per month, for 12 months only, from 1 June 2012, to a total of $240,000;
(b) following Settlement, grant Cygnet 10,000,000 Options, which are the subject of Resolution 4; and
(c) following Settlement, grant Mr Zeffron Reeves (or his nominee) 5,000,000, which are the subject of Resolution 5,

for services provided by Cygnet as lead adviser to the Acquisition and by Mr Zeffron Reeves in relation to identifying and assessing acquisition opportunities for the Company, respectively.

1.21 Capital structure

The capital structure of the Company following Settlement and completion of all issues of securities contemplated by this Notice is as follows:

	Shares	Options	Performance Shares
Current issued capital1	79,060,026	38,287,474	Nil
Issued pursuant to Acquisition	100,000,000	Nil	50,000,000
Options to be issued as fees to Cygnet Capital (Resolution 5)	Nil	10,000,000	Nil
Options to be issued as fees to Mr Zeffron Reeves (Resolution 6)	Nil	5,000,000	Nil
Options to be issued to Mr Neil Warburton (Resolution 7)	Nil	4,000,000	Nil
Total on completion of Acquisition2	179,060,026	57,287,474	50,000,000

Notes:

Assumes no further securities are issued or released from escrow prior to settlement of the Acquisition, other than as set out in the table.
Assumes no additional securities are issued, converted or released from escrow prior the issue of each of the securities pursuant to this Notice.

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1.22 Competent Person

The information in this Notice that relates to exploration results and mineral resources is based on information compiled by Jon Dugdale, who is a member of the Australasian Institute of Mining and Metallurgy. Mr Dugdale is employed by Mindoro. My Dugdale 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 Dugdale consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

1.23 Pro Forma Balance Sheet

A pro forma balance sheet of the Company showing the effect of the transactions contemplated by this Notice is set out in the Investigating Accountant’s Report in Annexure C to this Notice.

2. RESOLUTION 1 – APPROVAL FOR CHANGE IN NATURE AND SCALE OF ACTIVITIES GENERAL

Resolution 1 seeks approval from Shareholders for a change in the nature and scale of the activities of the Company to become a copper and copper gold exploration and development company with operations in the Philippines (being part of the broader greater Asia region).

As outlined in Section 1.2 of this Explanatory Statement, the Company has entered into the Share Sale Agreement for the purpose of acquiring an interest in the Projects, via the acquisition of 100% of the shares in RMM Singapore and Mindoro’s rights, title and interest to the Debt.

Other information considered material to Shareholders’ decision on whether to pass Resolution 1 is set out in this Explanatory Statement, including in:

(a) section 1;
(b) the Independent Expert’s Report in Annexure A;
(c) the Solicitor’s Report on Permits in Annexure B; and
(d) the Investigating Accountant’s Report in Annexure C,

and Shareholders are advised to read this information carefully.

The passing of Resolution 1 is subject to the passing of Resolutions 2 and 3.

2.2 ASX Listing Rule 11.1

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature and scale of its activities, it must provide full details to the ASX as soon as practicable and comply with the following:

(a) provide to the ASX information regarding the change and its effect on future potential earnings, and any information that the ASX asks for;

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(b) if the ASX requires, obtain the approval of holders of its shares and any requirements of the ASX in relation to the notice of meeting; and
(c) if ASX requires, meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the company were applying for admission to the Official List.

The ASX has advised the Company, that the Acquisition will result in a change in the nature and scale of its activities. As a result, the Company will need to obtain shareholder approval for the Acquisition. However, the ASX has advised the Company that it does not need to re-comply with Chapters 1 and 2 of the ASX Listing Rules or prepare a prospectus.

2.3 Directors’ Recommendation

The Directors of Red Mountain Mining Ltd unanimously recommend the Acquisition and that Shareholders vote in favour of Resolution 1. The Board is of the view that the Acquisition will give the Company’s Shareholders the opportunity to participate in a potentially significant exploration program in a prospective copper/gold region.

3. RESOLUTION 2 – ISSUE OF SHARES TO MINDORO RESOURCES LTD

3.1 General

Resolution 2 seeks Shareholder approval for the allotment and issue of the following securities in consideration for the Acquisition, as set out in Resolution 1:

(a) 100,000,000 Shares; and
(b) 50,000,000 Performance Shares,

(together the Consideration Securities).

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

The effect of Resolution 2 will be to allow the Directors to issue the Consideration Securities pursuant to this Resolution 2 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

The passing of Resolution 2 is subject to the passing of Resolutions 1 and 3.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to this Resolution 2:

(a) the maximum number of Shares to be issued is 100,000,000;
(b) the maximum number of Performance Shares to be issued is 50,000,000;
(c) the Consideration Securities will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by

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any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

(d) the Consideration Securities will be issued for nil cash consideration in satisfaction of consideration payable for the Acquisition and accordingly, no funds will be raised from their issue;
(e) the Consideration Securities will be allotted and issued to Mindoro, who is not a related party of the Company;
(f) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(g) the Performance Shares will be issued on the terms and conditions set out in Schedule 3.

4. RESOLUTION 3 – APPROVAL FOR MINDORO RESOURCES LTD TO INCREASE RELEVANT INTEREST

4.1 General

Resolution 3 seeks Shareholder approval pursuant to Item 7 of Section 611 of the Corporations Act, in order for Mindoro’s voting power in the Company to increase from 20% or below to more than 20% when Mindoro is issued the Consideration Securities and converts the Performance Shares that the Company is seeking Shareholder approval to issue pursuant to Resolution 2.

The passing of Resolution 3 is subject to the passing of Resolutions 1 and 2.

4.2 Item 7 of Section 611 of the Corporations Act

Section 606 of the Corporations Act – Statutory Prohibition

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

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

Voting Power

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

Associates

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

(a) the first person is a body corporate and the second person is:

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

Mindoro does not have any Associates with relevant interests in the Company’s Shares.

Relevant Interests

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

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

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

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

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

Mindoro does not currently have a relevant interest in the Company’s issued share capital.

4.3 Reason why Section 611 approval required

Item 7 of Section 611 of the Corporations Act provides an exception to the prohibition described in Section 4.2 above, whereby a person may acquire a relevant interest in a company’s voting shares with shareholder approval.

Under the terms of the Share Sale Agreement, Mindoro will acquire 100,000,000 Shares and 50,000,000 Performance Shares which, on a fully diluted basis and assuming that no other securities, other than pursuant to Resolution 2 are issued or converted, will equate to a relevant interest in 150,000,000 Shares. This will result in the voting power of Mindoro being a maximum of 65.49% following the issue of the securities the subject of Resolution 2 (less if all securities are issued pursuant to this Notice).

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

The following information is required to be provided to Shareholders under the Corporations Act and ASIC Regulatory Guide 74 in respect of obtaining approval for Item 7 of Section 611 of the Corporations Act. Shareholders are also referred to the Independent Expert’s Report prepared by RSM Bird Cameron in Annexure A.

(a) Acquirer

Mindoro is making the Acquisition on the terms and conditions set out in Resolution 1.

Mindoro Resources Ltd is a Canadian public company, listed on the ASX, Toronto Stock Exchange and Frankfurt Stock Exchange, with a strong foundation in the mining industry and interests which allow it to operate in the world class mining districts of the Philippines.

For further information on Mindoro, refer to Mindoro’s website: http://www.mindoro.com.

(b)

Relevant Interests and Voting Power

As at the date of this Notice, Mindoro does not have any relevant interest in Shares.

The relevant interests of Mindoro and the voting power of Mindoro immediately before and after the issue of the Consideration Securities and conversion of the Performance Shares as contemplated by this Notice of Meeting are set out in the tables below (each column assumes that no other Shares are issued or Options exercised at the relevant time unless otherwise stated):

Party	As at the date of this Notice of Meeting	After the Shares are issued pursuant to Resolution 2	After the Performance Shares to be issued pursuant to Resolution 2 are converted
Total	79,060,026	179,060,026	229,060,0261
Mindoro Shares on issue	0	100,000,000	150,000,000
Mindoro % interest	0%	55.85%	65.49%

Notes:

Assumes no further securities are issued or released from escrow prior to settlement of the Acquisition, other than as set out in the table.

Therefore, the maximum voting power that Mindoro could hold after the completion of the Share Sale Agreement, issue of the Consideration

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Securities pursuant to Resolution 2 and conversion of the Performance Shares is 65.49%. This represents an increase from 0% to 65.49%.

(c)

Other Relevant Agreements

The only agreements, other than the Share Sale Agreement, entered into between the Company and Mindoro, are in relation to the Loan and none of those agreements are subject to Shareholders’ approval of the Acquisition.

(d) Mindoro’s Intentions

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

(i) have no intention of making any significant changes to the business of the Company;
(ii) have no intention to inject further capital into the Company;
(iii) have no intention of making changes regarding the future employment of the present employees of the Company, other than as contemplated under the Share Sale Agreement;
(iv) do not intend to redeploy any fixed assets of the Company;
(v) do not intend to transfer any property between the Company and Mindoro other than as contemplated under the Acquisition; and
(vi) do not intend to significantly change the financial or dividend distribution policies of the Company.

These intentions are based on the Company’s understanding of Mindoro’s intentions as at the date of this Notice and on information concerning the Company, its business and the business environment which is known to Mindoro at the date of this document, which is limited to the publicly available information of the Company.

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

(e)

Particulars of proposed allotment and timing

The Consideration Securities to be issued to Mindoro under the Share Sale Agreement, are the subject of Resolution 2. The particulars and timing for the issue of those Consideration Securities are outlined in Section 1.2.

(f) Reason for the proposed allotment

The Consideration Securities will be issued in consideration for the Acquisition.

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(g) Capital Structure

The proposed capital structure of the Company following completion of the Transaction is set out in Section 1.21 above.

(h) Directors’ Interests

The Directors do not have any interest in any shares in Mindoro.

(i) Future Directors

As part of the Acquisition, the Company must appoint Jon Dugdale and Howard Walker to its board. Information on these two future directors is set out in section 1.5 above.

(j) Directors’ Recommendation

The Directors of the Company recommend that Shareholders vote in favour of Resolution 3, on the basis that issuing the Consideration Securities will allow the Company to make the Acquisition, which, in turn, will add value to the Company and allow the Company to have the potential to take advantage of the assets acquired through the Acquisition in the future.

(k) Independent Expert’s Report

The Independent Expert’s Report assesses whether the acquisition of Shares outlined in Resolution 3 is fair and reasonable to the Shareholders who are not associated with Mindoro.

The Independent Expert’s Report also contains an assessment of the advantages and disadvantages of the proposed acquisition the subject of Resolution 3. This assessment is designed to assist all Shareholders in reaching their voting decision.

The Independent Expert has provided the Independent Expert’s Report and has provided an opinion that it believes the proposal as outlined in the Resolution is, on balance, both fair and reasonable to the Shareholders of the Company not associated with Mindoro. It is recommended that all Shareholders read the Independent Expert’s Report in full.

The Independent Expert's Report is enclosed with this Notice of Meeting in Annexure A. The Independent Expert’s Report contains the Technical Geological Valuation Report which has been prepared by Ravensgate.

5. RESOLUTION 4 – SELECTIVE BUY-BACK

5.1 Selective Buy-back

As outlined in section 1.6 of this Notice, the Share Sale Agreement provides that the Company may elect (in certain circumstances) to conduct a selective buyback of some or all of the Purchaser Shares through one or all of the following:

(a) Further Restructure Buy-back;
(b) EPA Buy-back;

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(c) Permit Renewal Buy-back; and
(d) Breach Buy-back.

Please refer to section 1.6 of this Notice for full details of the Selective Buy-back.

5.2 General

The Corporations Act provides that the rules relating to share buy-backs are designed to protect the interests of shareholders and creditors by:

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

Section 257A of the Corporations Act provides that a company may buy back its own shares if:

(a) the buy-back does not materially prejudice the company’s ability to pay its creditors; and
(b) the company follows the procedures laid down in Division 2 of Part 2J.1 of the Corporations Act.

Section 257H(3) provides that immediately after the registration of the transfer to a company of shares bought back, the shares are cancelled.

The procedure to conduct a buy-back differs for each type of buy-back. Each of the buy-backs proposed by the Company are classified as a selective buybacks.

Section 257D(1) of the Corporations Act, requires the terms of a selective buyback agreement to be approved before it is entered into by either:

(a) a special resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person whose shares are to be bought back or by their associates; or
(b) a resolution agreed to, at a general meeting by all ordinary shareholders,

or the agreement must be conditional on such approval.

Section 257D(2) of the Corporations Act requires that a company must, in the notice for the meeting in which it intends to seek shareholder approval, include a statement setting out all information known to the company that is material to the decision on how to vote on the resolution. However, a company does not have to disclose information if it would be unreasonable to require the company to do so, because the company had previously disclosed the information to Shareholders.

The Corporations Act and ASIC Regulatory Guide 110 set out the information that a company is expected to disclose to shareholders in a notice of meeting. This information is set out below in relation to the Company.

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This Resolution 4 seeks Shareholder approval for the Selective Buy-back.

5.3 Summary of and effect of proposed Selective Buy-Back

In the event that the Company elects to conduct a Selective Buy-back, nominal consideration would be payable to Mindoro (Consideration). The number of buy-back Shares (Buy-back Shares) will be determined by dividing the respective value (to be calculated as set out in section 1.6 of this Notice), by the Deemed Issue Price.

The overall effect on the Company of a Selective Buy-back of Shares, would be to reduce the total number of Shares on issue at the time of the Selective Buyback, by the number of Buy-back Shares. There are currently 79,060,026 Shares on issue. However, subject to the passing of Resolutions 1, 2 and 3, the number of Shares on issue at the time of a Selective Buy-back would be at least 179,060,026.

Whilst the exact dilutionary and financial effect of a Selective Buy-back will not be determined until the number of Buy-back Shares is known, a Selective Buyback is not expected to have an effect on the control of the Company. A Selective Buy-back would not significantly reduce the Company’s funds, as only nominal consideration would be payable to Mindoro in the event of a Selective Buy-back. Therefore, a Selective Buy-back would not materially prejudice the Company’s ability to pay its creditors.

Given that the number of Buy-back Shares is not known, and could not be known until such a time that the Company elects to conduct a Selective Buyback, the Directors are of the view that obtaining an independent expert’s report would be premature and potentially not necessary as the number of Buyback Shares may not be a significant percentage of the Shares of Mindoro. Therefore, the Company has not sought to have in independent expert’s report prepared in relation to the Selective Buy-back.

The passing of Resolution 4, is subject to the passing of each of Resolutions 1, 2, 3.

5.4 Advantages and disadvantages of the Selective Buy-back

The Board believes that the Selective Buy-back, as proposed by Resolution 4, would provide the following advantages to Shareholders:

(a) there will be a lesser number of Shares on issue, resulting in an increased ownership interest in the Company of each remaining Shareholder;
(b) it provides a cost effective, time efficient mechanism for the resolution of a potential conflict or dispute arising under the Share Sale Agreement;
(c) a Selective Buy-Back will be directly related to the consideration payable for the Acquisition, which consists entirely of equity in the Company. Accordingly, a Selective Buy-Back would serve to directly reduce the impact on Shareholders’ interests of the Acquisision;
(d) there would be a reduction in the controlling interest of Mindoro; and
(e) a Selective Buy-back may provide a quicker resolution to a dispute than exploring litigious avenues.

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The Board believes the disadvantage to Shareholders of a Selective Buy-back is a potential increase in the controlling interests of other shareholders, as a result in the decreased holding of Mindoro, where such increase results in any other Shareholder becoming a major Shareholder.

5.5 Trading price of Shares

The latest trading price of Shares on ASX prior to the date of this Notice of Meeting was $0.070 on 30 July 2012.

5.6 Directors’ recommendation

The Directors recommend that the Shareholders vote in favour of Resolution 4 and confirm that they intend to vote in favour of the Resolution.

5.7 Other material information

There is no information material to the making of a decision by a Shareholder whether or not to approve Resolution 4, being information that is known to any of the Directors and which has not been previously disclosed to Shareholders, other than as disclosed in this Explanatory Statement.

Any material information relating to a Selective Buy-Back arising after the date of this Notice will be announced to the ASX.

6. RESOLUTION 5 – GRANT OF OPTIONS TO CYGNET CAPITAL PTY LTD

6.1 General

Resolution 5 seeks Shareholder approval for the grant of 10,000,000 Options in consideration for lead adviser services provided by Cygnet in relation to the Acquisition.

A summary of ASX Listing Rule 7.1 is set out in Section 3.2 above.

The effect of Resolution 5 will be to allow the Directors to grant the Options pursuant to this Resolution 5 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

The passing of Resolution 5 is subject to the passing of Resolutions 1, 2, 3 and 6.

6.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to this Resolution 5:

(a) the maximum number of Options to be granted is 10,000,000;
(b) the Options will be granted no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the Options will be granted for nil cash consideration in satisfaction of services as lead adviser to the Company in regards to the Acquisition provided by Cygnet;

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(d) the Options will be granted to Cygnet, who is not a related party of the Company;
(e) the Options will be granted on the terms and conditions set out in Schedule 4; and
(f) no funds will be raised from the grant, as the Options are being granted in consideration for services as lead adviser to the Company in regards to the Acquisition provided by Cygnet.

7. RESOLUTION 6 – GRANT OF OPTIONS TO MR ZEFFRON REEVES

7.1 General

Resolution 6 seeks Shareholder approval for the grant of 5,000,000 Options in consideration for services provided by Mr Zeffron Reeves in identifying and assessing acquisition opportunities for the Company.

A summary of ASX Listing Rule 7.1 is set out in Section 3.2 above.

The effect of Resolution 6 will be to allow the Directors to grant the Options pursuant to the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

The passing of Resolution 6 is subject to the passing of Resolutions 1, 2, 3, and 5.

7.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to this Resolution 6:

(a) the maximum number of Options to be granted is 5,000,000;
(b) the Options will be granted no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the Options will be granted for nil cash consideration in satisfaction of services provided by Mr Zeffron Reeves in identifying and assessing acquisition opportunities for the Company;
(d) the Options will be granted to Mr Zeffron Reeves (or his nominee), who is not a related party of the Company;
(e) the Options will be granted on the terms and conditions set out in Schedule 4; and
(f) no funds will be raised from the grant, as the Options are being granted in satisfaction of services provided by Mr Zeffron Reeves in identifying and assessing acquisition opportunities for the Company.

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8. RESOLUTION 7 – GRANT OF RELATED PARTY OPTIONS TO MR NEIL WARBURTON

8.1 General

As announced on 15 May 2012, the Company has agreed, subject to shareholder approval, to grant a total of 2,000,000 Class A Related Party Options and 2.000,000 Class B Related Party Options (together the Related Party Options), which vest on certain performance milestones, to Mr Neil Warburton, the Executive Chairman who is also acting Chief Executive Officer (CEO) of the Company. The Related Party Options will be granted as part of the consideration payable to Mr Warburton under his executive services agreement with the Company.

The Related Party Options to be granted will have the following vesting and exercise conditions:

(a) 2,000,000 Class A Related Party Options will vest upon the trading price of the Company’s Shares being $0.20 or more for more than 30 consecutive trading days on which the Shares trade and will be exercisable at $0.25 per Class A Related Party Option, on or before 1 July 2014; and
(b) 2,000,000 Class B Related Party Options will vest upon Mr Warburton completing 4 years continuous service as a Director or CEO from his commencement date of 3 April 2012 and will be exercisable at $0.50 per Class B Related Party Option, on or before 1 July 2016.

This Resolution 7 seeks Shareholder approval for the grant of the Related Party Options to Mr Warburton.

8.2 Chapter 2E of the Corporations Act

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

(a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,
(c) unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The grant of the Related Party Options to Mr Warburton constitutes giving a financial benefit and Mr Warburton is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Warburton, who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Related Party Options because the agreement to grant the Related Party Options, reached as part of the remuneration package for Mr Warburton, is considered reasonable remuneration in the circumstances.

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8.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the grant of the Related Party Options involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors (other than Mr Warburton, who has a material personal interest in the Resolution) that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

8.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 7.

(a) the Related Party Options will be granted to Mr Neil Warburton (or his nominee);
(b) the total number of Related Party Options to be granted is 2,000,000 Class A Related Party Options and 2,000,000 Class B Related Party Options;
(c) the Related Party Options will be granted no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(d) the Related Party Options will be granted for nil cash consideration, accordingly no funds will be raised;
(e) the terms and conditions of the Class A Related Party Options are set out in Schedule 5; and
(f) the terms and conditions of the Class B Related Party Options are set out in Schedule 6.

Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Related Party Options, as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of the Related Party Options to Mr Warburton will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

9. ENQUIRIES

Shareholders are requested to contact the Company Secretary, Ms Shannon Coates, on (+61 8) 9226 5668 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

Acquisition means the acquisition by the Company of 100% of RMM Singapore pursuant to the Share Sale Agreement.

Archangel means MPSA-177-2002-IV.

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning provided in section 4.2 above.

ASX means ASX Limited.

ASX Listing Rules means the listing rules of ASX.

Batangas Extension EPA means EPA-IVA-103.

Batangas Project means those Permits so set out in Part A of Schedule 1.

Biga EP means exploration permit IVA-008.

Board means the current board of directors of the Company.

Breach Buy-back has the meaning given in section 1.6.

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

Call Option Agreement means the option agreement dated 28 November 2008 with the shareholders of Egerton.

Calo EP means exploration permit IVA-006.

Calo Extension EPA means EPA-IVA-102.

Company means Red Mountain Mining Ltd (ACN 119 568 106).

Consideration Securities means the securities to be issued to Mindoro in consideration for the Acquisition as set out in section 1.2 above.

Corporations Act means the Corporations Act 2001 (Cth).

Cygnet means Cygnet Capital Pty Ltd.

Debt means the debt, which will be owed by RMM Singapore to Mindoro at Settlement, as shown in the Settlement Accounts (of approximately $17,000,000).

Deemed Issue Price means the VWAP of the Shares over the 30 trading days preceding the Settlement Date.

Directors means the current directors of the Company.

Distribution has the meaning given to such term in section 1.4 above.

East Lobo EP means exploration permit IVA-015.

Egerton means Egerton Gold Philippines Inc.

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EP means a Philippine exploration permit.

EPA means an application for a Philippine exploration permit.

EPA Buy-back has the meaning given in section 1.6.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Further Restructure means the transfer of certain exploration permits to Newco (Philippines) (or another entity nominated by the Company), which restructure will result in the holdings of the Company Group being as set out in Part B of Schedule 1.

Further Restructure Buy-back has the meaning given in section 1.6.

General Meeting means the meeting convened by the Notice of Meeting.

Initial Restructure means the transfer of certain permits, shares and contractual rights to Newco (Philippines) (or another entity nominated by the Company), which restructure will result in the holdings of the Company Group being as set out in Part A of Schedule 2.

JORC or JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

Loan means the loan to be made from the Company to RMM Singapore prior to settlement of the Acquisition, to provide funds for drilling, among other matters, as set out in section 1.5.

Loan Amount means up to $1,000,000.

Lobo MPSA or Lobo means MPSA-176-2002-IV.

MGB means the Mines and Geosciences Bureau in the Philippines.

Mining Act means the Philippines Mining Act of 1995 (RA 7942).

Mindoro means Mindoro Resources Ltd (a company incorporated in Canada, ARBN 143 485 698).

Minimax means Minimax Mineral Exploration Corporation, a corporation organized and existing under Philippine law.

Minimax Joint Venture Agreement the memorandum of agreement that was entered into between Minimax and Mindoro on 19 January 1997 and the amendments thereto.

Minimax Joint Venture Permits means TSF-Tapian Main (EP-16-XIII) and North Tapian (EPA106-XIII).

MPSA means a Philippine mineral production sharing agreement.

MRL Gold Group means MRL Gold and its subsidiaries.

MRL Gold Phils means MRL Gold Phils Inc., a wholly owned subsidiary of Mindoro and incorporated in the Philippines.

Newco (Philippines) means a wholly owned subsidiary of RMM Singapore or of another wholly owned subsidiary of the Company, incorporated in the Philippines.

North Tapian EPA means EPA-106-XIII.

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Notice of Meeting or Notice of General Meeting or Notice means this notice of General Meeting including the Explanatory Statement.

Official List means the official list of the ASX.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Performance Shares means performance shares in the Company on the terms and conditions set out in Schedule 3.

Permits means all of the permits in which the Company will have an interest from time to time, pursuant to the Initial and Further Restructures.

Permit Renewal Buy-back has the meaning given in section 1.6.

Philex EP means exploration permit IVA-010.

Pica EP means exploration permit IVA-007.

Projects means the Batangas Project and Tapian San Francisco Project, located in the Batangas and San Francisco provinces, respectively, in the Philippines.

Related Party Options has the meaning given to that term in section 8.1.

Renewal Permits means the Lobo MPSA and the TSF Canaga MPSA and the Calo EP, Pica EP, Biga EP, Philex EP, Rosario EP, East Lobo EP, TSF Tapian Main EP and the West Canaga EP.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them,

as the context requires.

Restructure means the whole of the Initial Restructure and the Further Restructure.

RMM Singapore means Red Mountain Mining (Singapore) Pte Ltd (Registration Number 201218066C, incorporated in Singapore).

Rosario EP means exploration permit IVA-014.

Selective Buy-back has the meaning given to such term in section 1.6 above.

Settlement means settlement of the Acquisition, which will occur in accordance with the terms and conditions of the Share Sale Agreement.

Settlement Accounts means, in respect of RMM Singapore and each of its subsidiaries as at Settlement, the balance sheet of that entity as at the Settlement Accounts Date and the profit and loss account of that member for the year ending on the Settlement Accounts Date, which are to be prepared in substantially the same format as the template set out in the Share Sale Agreement.

Settlement Accounts Date means the earlier of:

(a) the month end prior to the Settlement Date; or
(b) 15 days prior to the Settlement Date.

Settlement Date means the date of Settlement as provided for in the Share Sale Agreement.

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

Shareholder means a holder of a Share.

Share Sale Agreement means the share sale between the Company and Mindoro dated 23 July 2012.

SW Lobo EPA means EPA-IVA-093.

Tapian San Francisco Project means those Permits so set out in Part B of Schedule 1.

Tibur EPA means exploration permit application 88-XIII.

TSF-Canaga MPSA means MPSA 033-95-X.

TSF-Tapian Main EP means exploration permit 16-XIII.

Villena EPA means EPA-IVA-106.

VWAP means the volume weighted average prices of Shares trading on the ASX.

West Canaga EP means exploration permit 22-XIII.

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

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SCHEDULE 1 – PERMIT S

PART A – BATANGAS PERMITS

Permit	Permit/Application #	Permitee/A pplicant	Permitee/A pplicant
Batangas
Archangel	MPSA-177-2002-IV	Egerton Go ld Philippines Inc.
Lobo	MPSA-176-2002-IV	Egerton Go ld Philippines Inc.
Calo	EP-IVA-006	Egerton Go ld Philippines Inc.
El Paso	EP-IVA-009	MRL GoldP hils., Inc.
Pica	EP-IVA-007	Egerton Go ld Philippines Inc.
Biga	EP-IVA-008	Egerton Go ld Philippines Inc.
Philex	EP-IVA-010	Egerton Go ld Philippines Inc.
Talahib	EP-IVA-011	Egerton Go ld Philippines Inc.
Rosario	EP-IVA-014	MRL GoldP hils., Inc.
East Lobo	EP-IVA-015	Egerton Go ld Philippines Inc.
Batangas Extension	EPA-IVA-103	MRL GoldP hils., Inc.
Calo Extension	EPA-IVA-102	MRL GoldP hils., Inc.
SW Lobo	EPA-IVA-093	MRL GoldP hils., Inc.
Villena	EPA-IVA-106	Hernando	Villena (MRL Gold)

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PART B – TAPIAN SAN FRANC I SCO TENEMENTS

Permit	Perm it/Application #	Permitee/Applicant
Surigao TSF
TSF-Tapian Main	EP-1 6-XIII	Minimax
TSF-Canaga	MPS A-033-95-X	Estrella Bautista
West Canaga	EP-2 2-XIII	MRL Gold Phils., Inc.
North Tapian	EPA- 106-XIII	Minimax
Tibur	EPA- 88-XIII	Mindanao Gold Resourc es Inc. (Bautista)

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SCHEDULE 3 – TERMS AND CONDITIONS OF PERFORMANCE SHARES

The terms and conditions of the Performance Shares are as follows:

Rights attaching to the Performance Shares

(a) (Performance Shares) Each Performance Share is a share in the capital of Red Mountain Mining Ltd (ACN 119 568 106) (RMX).
(b) (General meetings) The Performance Shares shall confer on the holder (Holder) the right to receive notices of general meetings and financial reports and accounts of RMX that are circulated to holders of fully paid ordinary shares in the capital of RMX (Shareholders). Holders have the right to attend general meetings of Shareholders.
(c) (No voting rights) The Performance Shares do not entitle the Holder to vote on any resolutions proposed at a general meeting of Shareholders.
(d) (No dividend rights) The Performance Shares do not entitle the Holder to any dividends.
(e) (Rights on winding up) The Performance Shares participate in the surplus profits or assets of RMX upon winding up of RMX only to the extent of $0.000001 per Performance Share.
(f) (Not transferable) The Performance Shares are not transferable.
(g) (Reorganisation of capital) If at any time the issued capital of RMX is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of reorganisation.
(h) (Application to ASX) The Performance Shares will not be quoted on ASX. However, upon conversion of the Performance Shares into Shares, RMX must within 10 business days after the conversion, apply for the official quotation of the Shares arising from the conversion on ASX.
(i) (Participation in entitlements and bonus issues) Holders of Performance Shares will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
(j) (No other rights) The Performance Shares give the Holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

Conversion of the Performance Shares

(a) (Conversion on achievement of milestone) Each Performance Share will convert into one Share if, on or before that date which is 12 months after Settlement (End Date):
(i) the total amount of an Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code) compliant indicated mineral resource of gold on the Batangas Project increases to 600,000 ounces; and

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(ii) the completion by RMX, on a best endeavours basis, of a scoping study on the Batangas Project, which confirms that there has been a minimum of 50% conversion of the 600,000 ounces indicated mineral resource of gold to probable ore reserves or equivalent based on mine design (for instance mining inventory) and that the development of a mine is economically viable on key parameter terms mutually agreed by RMX and the Holder,

(being the Milestone).

(b) (Conversion if Milestone not achieved) If the Milestone is not achieved by the End Date, then all of the Performance Shares in aggregate held by a Holder will automatically convert into one Share in aggregate.
(c) (Conversion procedure) RMX will issue the Holder with a new holding statement for the Shares within 10 business days following the conversion of the Performance Shares into Shares.
(d) (Ranking upon conversion into Shares): The Shares into which the Performance Shares may convert will rank pari passu in all respects with existing Shares, except that the Holder will be restricted for 12 months commencing on the date of conversion of the Performance Shares from:
(i) disposing of, or agreeing or offer to dispose of, the Shares;
(ii) creating, or agreeing or offering to create, any security interest in the Shares; or
(iii) doing, or omitting to do, any act if the act or omission would have the effect of transferring effective ownership or control of the Shares ,

without the prior written consent of RMX.

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SCHEDULE 4 – TERMS AND CONDITIONS OF OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Each Option gives the Optionholder the right to subscribe for one Share.
(b) The Options will expire at 5.00pm (WST) on 15 September 2016 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(c) Subject to paragraph (k), the amount payable upon exercise of each Option is $0.20 per Option (Exercise Price).
(d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
(e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Options specifying the number of Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

(Exercise Notice).

(f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
(h) The Options are not transferable except with the prior written consent of the board of directors of the Company.
(i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
(j) The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
(k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered

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to Shareholders during the currency of the Options without exercising the Options.

(m) An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

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SCHEDULE 5 – TERMS AND CONDITIONS OF CLASS A RELATED PARTY OPTIONS

The Class A Related Party Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Each Class A Related Party Option gives the Optionholder the right to subscribe for one Share.
(b) The Class A Related Party Options will vest upon the trading price of the Company’s Shares being $0.20 or more form more than 30 consecutive trading days on which the Shares trade.
(c) The Class A Related Party Options will expire at 5.00pm (WST) on 1 July 2014 (Class A Expiry Date). A Class A Related Party Option not exercised before the Class A Expiry Date will automatically lapse on the Class A Expiry Date.
(d) Subject to paragraph (k), the amount payable upon exercise of each Class A Related Party Option is $0.25 per Class A Related Party Option (Class A Exercise Price).
(e) The Class A Related Party Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
(f) An Optionholder may exercise their Class A Related Party Options by lodging with the Company, before the Class A Expiry Date:
(i) a written notice of exercise of Class A Related Party Options specifying the number of Class A Related Party Options being exercised; and
(ii) a cheque or electronic funds transfer for the Class A Exercise Price for the number of Class A Related Party Options being exercised;

(Class A Exercise Notice).

(g) A Class A Exercise Notice is only effective when the Company has received the full amount of the Class A Exercise Price in cleared funds.
(h) Within 10 Business Days of receipt of the Class A Exercise Notice accompanied by the Class A Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Class A Related Party Options specified in the Class A Exercise Notice.
(i) The Class A Related Party Options are not transferable except with the prior written consent of the board of directors of the Company.
(j) All Shares allotted upon the exercise of Class A Related Party Options will upon allotment rank pari passu in all respects with other Shares.
(k) The Company will not apply for quotation of the Class A Related Party Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Class A Related Party Options on ASX within 10 Business Days after the date of allotment of those Shares.

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(l) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(m) There are no participating rights or entitlements inherent in the Class A Related Party Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Class A Related Party Options without exercising the Class A Related Party Options.
(n) A Class A Related Party Option does not confer the right to a change in the Class A Exercise Price or a change in the number of underlying securities over which the Class A Related Party Option can be exercised.

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SCHEDULE 6 – TERMS AND CONDITIONS OF CLASS B RELATED PARTY OPTIONS

The Class B Related Party Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Each Class B Related Party Option gives the Optionholder the right to subscribe for one Share.
(b) The Class B Related Party Options will vest upon Mr Warburton completing 4 years continuous service as a Director or CEO from his commencement date of 3 April 2012.
(c) The Class B Related Party Options will expire at 5.00pm (WST) on 1 July 2016 (Class B Expiry Date). A Class B Related Party Option not exercised before the Class B Expiry Date will automatically lapse on the Class B Expiry Date.
(d) Subject to paragraph (k), the amount payable upon exercise of each Class B Related Party Option is $0.50 per Class B Related Party Option (Class B Exercise Price).
(e) The Class B Related Party Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
(f) An Optionholder may exercise their Class B Related Party Options by lodging with the Company, before the Class B Expiry Date:
(i) a written notice of exercise of Class B Related Party Options specifying the number of Class B Related Party Options being exercised; and
(ii) a cheque or electronic funds transfer for the Class B Exercise Price for the number of Class B Related Party Options being exercised;

(Class B Exercise Notice).

(g) A Class B Exercise Notice is only effective when the Company has received the full amount of the Class B Exercise Price in cleared funds.
(h) Within 10 Business Days of receipt of the Class B Exercise Notice accompanied by the Class B Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Class B Related Party Options specified in the Class B Exercise Notice.
(i) The Class B Related Party Options are not transferable except with the prior written consent of the board of directors of the Company.
(j) All Shares allotted upon the exercise of Class B Related Party Options will upon allotment rank pari passu in all respects with other Shares.
(k) The Company will not apply for quotation of the Class B Related Party Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Class B Related Party Options on ASX within 10 Business Days after the date of allotment of those Shares.

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(l) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(m) There are no participating rights or entitlements inherent in the Class B Related Party Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Class B Related Party Options without exercising the Class B Related Party Options.
(n) A Class B Related Party Option does not confer the right to a change in the Class B Exercise Price or a change in the number of underlying securities over which the Class B Related Party Option can be exercised.

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ANNEXURE A – INDEPENDENT EXPERT’S REPORT

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Red Mountain Mining Limited

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Financial Services Guide and Independent Expert’s Report

24 July 2012

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We have concluded that the Proposed Transaction is FAIR AND REASONABLE to shareholders not associated with the Proposed Transaction.

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Financial Services Guide

RSM Bird Cameron Corporate Pty Ltd ABN 82 050 508 024 (“RSM Bird Cameron Corporate Pty Ltd” 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.

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 255847;
remuneration that we and/or our staff and any associates receive in connection with the general financial product advice;
any relevant associations or relationships we have; and
our complaints handling procedures and how you may access them.

Financial services we are licensed to provide

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

deposit and payment products limited to:
(a) basic deposit products;
(b) deposit products other than basic deposit products.
interests in managed investments schemes (excluding investor directed portfolio services); and
securities (such as shares and debentures).

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

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.

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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 RSM Bird Cameron Corporate Pty Ltd, 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.

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All our employees receive a salary.

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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.

Associations and relationships

RSM Bird Cameron Corporate Pty Ltd is beneficially owned by the partners of RSM Bird Cameron, a large national firm of chartered accountants and business advisers. Our directors are partners of RSM Bird Cameron Partners.

From time to time, RSM Bird Cameron Corporate Pty Ltd, RSM Bird Cameron Partners, RSM Bird Cameron and / or RSM Bird Cameron related entities may provide professional services, including audit, tax and financial advisory services, to financial product issuers in the ordinary course of its business.

Complaints Resolution

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, RSM Bird Cameron Corporate Pty Ltd, P O Box R1253, Perth, WA, 6844.

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaint 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.

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 (“FOS”). FOS 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 FOS are available at the FOS website or by contacting them directly via the details set out below.

Financial Ombudsman Service GPO Box 3 Melbourne VIC 3001 Toll Free: 1300 78 08 08 Facsimile: (03) 9613 6399 Email: [email protected]

Contact Details

You may contact us using the details set out at the top of our letterhead on page 2 of this report.

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Independent Expert’s Report

TABLE OF CONTENTS Page	TABLE OF CONTENTS Page
1.	Introduction ................................................................................................................................................ 2
2.	Summary and Conclusion .......................................................................................................................... 4
3.	Summary of Proposed Transaction ........................................................................................................... 7
4.	Purpose of this Report .............................................................................................................................11
5.	Profile of RMX ..........................................................................................................................................12
6.	Overview of Mindoro, RMM Singapore and the Projects .........................................................................18
7.	Valuation Approach ..................................................................................................................................23
8.	Valuation of an ordinary RMX share pre the Proposed Transaction (control basis) ...............................26
9.	Valuation of an ordinary RMX share post the Proposed Transaction (non control basis) .......................31
10.	Is The Proposed Transaction Fair? ..........................................................................................................35
11.	Is The Proposed Transaction Reasonable?.............................................................................................36

Appendix A - Declarations and Disclaimers

Appendix B - Glossary

Appendix C - Sources of Information

– Appendix D Overview of region and industry

Appendix E - Ravensgate Independent Technical Valuation Report

RSM Bird Cameron Corporate Pty Ltd 8 St Georges Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 8 9261 9100 F +61 8 9261 9102 www.rsmi.com.au

Direct Line: (08) 9261 9447 Email: [email protected]

AJG/AB/SB

24 July 2012

The Directors Red Mountain Mining Limited 1[st] Floor, 8 Parliament Place, WEST PERTH, WA 6005

Dear Sirs

Independent Expert’s Report

1. Introduction

1.1. On 30 May 2012 Red Mountain Mining Limited (“RMX” or “the Company”) announced that it had signed a non-binding term sheet for the proposed acquisition of gold and copper assets in the Philippines from Mindoro Resources Ltd (“Mindoro”). Mindoro has interests in several Philippine gold projects and copper gold tenements, located in two regions and known collectively as the Batangas and Tapian San Francisco Projects (“the Projects”).
1.2. Subsequently on 24 July 2012 RMX announced that it had entered into a formal binding share sale agreement (“Share Sale Agreement” or “SSA”) to acquire 100% of the issued share capital of Red Mountain Mining (Singapore) Pte Ltd (“RMM Singapore”), and Mindoro’s rights, title and interest to approximately $17,000,000 of debt (“Debt”) due from RMM Singapore to Mindoro (“the Proposed Transaction”). RMM Singapore is a wholly owned subsidiary of Mindoro which was set up to facilitate a two stage restructure of the ownership of the Projects (“the Restructure”) to be governed by the SSA. Following completion of the Restructure, RMM Singapore and as such RMX will have a 100% economic interest in the Batangas Project and a 75% interest in the Tapian San Francisco Project.
1.3. This Independent Expert’s Report (“Report”) has been prepared to accompany the Notice of General Meeting and Explanatory Statement (“Notice of Meeting”) for shareholders for the General Meeting of RMX which is expected to be held in 4 September 2012 at which shareholder approval will be sought for the following interdependent Resolutions which together form the Proposed Transaction.

Resolution 1 – change to nature and scale of activities

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

RSM Bird Cameron Major Offices in: RSM Bird Cameron Corporate Pty Ltd is beneficially owned by the Directors of RSM Bird
Corporate Pty Ltd  Perth, Sydney,  Cameron.  RSM Bird Cameron is an independent member firm of RSM International, an
ABN 82 050 508 024 Melbourne,  affiliation of independent accounting and consulting firms.  RSM International is the name
AFS Licence No 255847 Adelaide and  given to a network of independent accounting and consulting firms each of which practices in
Canberra its own right.  RSM International does not exist in any jurisdiction as a separate legal entity.

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Resolution 2 – Issue of shares to Mindoro Resources Ltd

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

(a) 100,000,000 Shares; and
(b) 50,000,000 Performance Shares.”

Resolution 3 – Approval for Mindoro Resources Ltd to increase relevant interest

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

1.4. The Directors of RMX have requested that RSM Bird Cameron Corporate Pty Ltd (“RSMBCC”), being independent and qualified for the purpose, express an opinion as to whether the Proposed Transaction is fair and reasonable to shareholders not associated with the Proposed Transaction (“the Non-Associated Shareholders”).

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2. Summary and Conclusion

2.1. In our opinion, and for the reasons set out in Sections 10 and 11 of this Report, the Proposed Transaction is Fair and Reasonable for the Non-Associated Shareholders of RMX.

Fairness

2.2. The consideration for the Proposed Transaction includes the issue of 100 million RMX shares and 50 million Performance Shares which vest into ordinary RMX shares if, within 12 months from settlement of the Proposed Transaction, the total amount of JORC compliant Indicated gold Mineral Resource on the Batangas Project increases to 600,000 ounces, and a scoping study has confirmed a minimum of 50% conversion of the 600,000 ounces gold Resource to a probable ore reserve or equivalent based on mine design (for instance mining inventory), and that the development of a mine is economically viable on key parameter terms mutually agreed by RMX and Mindoro.
2.3. In assessing the fairness of the Proposed Transaction we have assessed the Fair Value of an RMX share pre the Proposed Transaction on an undiluted control basis and compared this to our assessment of the Fair Value of an RMX share post the Proposed Transaction on an undiluted non control basis. This has been calculated on a post Proposed Transaction undiluted capital structure which only reflects the 100 million RMX shares to be issued at settlement.
2.4. We have assessed the Fair Value of an RMX share post the Proposed Transaction (undiluted non control basis) to be in the range of $0.075 to $0.088 with a preferred midpoint value of $0.081, which is greater than our assessment of the Fair Value of an RMX share pre the Proposed Transaction (undiluted control basis) of $0.058 to $0.063 with a preferred midpoint of $0.061, as summarised in the table below.

			Valueper Share
		Undiluted basis (100 million RMX consideration shares)	Ref. Low Mid High
Fair Value of a RMX share pre Proposed Transaction (Control basis) Fair Value of a RMX share post Proposed Transaction (Non Control basis)			8.24 $0.058 $0.061 $0.063 9.1 $0.075 $0.081 $0.088

Table 1: Valuation Summary on an undiluted basis including 100 million RMX Shares

2.5. In addition we have assessed the implied value of an RMX share post the Proposed Transaction on a partially diluted non control basis. This assessment has been based on a post Proposed Transaction partially diluted capital structure which includes the dilutive impact of the 50 million Performance Shares, however it reflects no increase in the value of the Projects which is likely to occur should the Performance Rights vest. Our implied value per share on a partially diluted basis post the Post Proposed Transaction is summarised in the table below.


		Valueper Share
		Ref. Low Mid High
		8.24 $0.058 $0.061 $0.063 9.14 $0.058 $0.063 $0.069

Table 2: Valuation Summary including the additional 50 million RMX Performance Shares

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2.6. Whilst in our opinion there is likely to be an appreciation in the value of the Projects (and hence an appreciation in net assets of the Company), should the performance hurdles attached to the Performance Shares be achieved, given:
uncertainty over the exploration expenditure required to achieve the performance hurdles;
difficulties in assessing the probability that the performance hurdles will be met;
the requirements of the VALMIN Code in relation to undertaking valuations of mineral assets; and
uncertainty over what the range of viable economics of the Projects will be upon completion of a scoping study;

We are unable to quantify this increase in value and factor this into our assessment of the Fair Value of the Projects. Therefore our assessment of the implied value of an RMX share on a partially diluted basis has been based on the Fair Value of the Projects as assessed by independent technical experts Ravensgate (As summarised at paragraph 9.4), based on the current Indicated and Inferred Resource of the Projects, and reflects no appreciation in value of the Projects which is likely to occur if the Performance Shares vest.

2.7. We note that even after reflecting no increase in the value of the Projects and reflecting the full dilutive effect of the 50 million Performance Shares, our assessed preferred midpoint implied value per share post the Proposed Transaction of $0.063 is greater than our assessed Fair Value of an RMX share pre the Proposed Transaction of $0.061.
2.8. In our opinion, the Proposed Transaction is Fair to the Non-Associated Shareholders. as the assessed preferred midpoint Fair Value of an ordinary RMX share, post the Proposed Transaction on an undiluted non control basis and our assessed preferred midpoint implied value on a partially diluted non control basis is greater than our assessment of the Fair Value of an ordinary RMX share on a control basis pre the Proposed Transaction.

Reasonableness

2.9. As the Proposed Transaction is fair, it is considered to be reasonable in accordance with the guidance provided by the Australian Securities and Investment Commission (“ASIC”). However, we have also considered the following factors in our assessment:
The future prospects of the Company if the Proposed Transaction does not proceed; and
Any other commercial advantages and disadvantages to the Non-Associated Shareholders as a consequence of the Proposed Transaction proceeding.
2.10. If the Proposed Transaction does not proceed, the Company intends to continue to appraise other projects which they identify as potential acquisition targets.
2.11.
The key advantages of the Proposed Transaction are:
Proposed Transaction is Fair;
The Proposed Transaction will allow the Company to diversify into gold exploration in a highly prospective region;
The Proposed Transaction is a “non greenfields” acquisition and will not be subject to set-up costs and time normally associated with such a project;

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The Proposed Transaction strengthens RMX’s management and exploration team;
The Proposed Transaction provides a beneficial transaction structure through the escrow period attached to the consideration shares and Performance Shares to be issued;
The Proposed Transaction will increase the size and scale of activities of the Company; and
The Proposed Transaction will provide a possible improvement in liquidity of the Company’s shares.
2.12. The key disadvantages of the Proposed Transaction are:
Dilution of Non-Associated Shareholders’ interests from 100% pre to 44.2% post the Proposed Transaction on an undiluted basis, 34.5% post the Proposed Transaction on a partially diluted basis after reflecting the potential dilution associated with the 50 million Performance Shares and 42.4% post the Proposed Transaction on a fully diluted basis, reflecting both the impact of the 50 million Performance Shares and the exercise of the options;
Change to nature and scale of activities which may not be consistent with objectives of the NonAssociated Shareholders; and
Exposes the Company to a number of risks associated both with the settlement of the Proposed Transaction and operating in the Philippines.
2.13. We are not aware of any alternative investment opportunities which RMX are pursuing, or would pursue if the Proposed Transaction did not proceed, at this time.
2.14. In our opinion, the position of the Non-Associated Shareholders if the Proposed Transaction is approved is more advantageous than the position if it is not approved. Therefore, in the absence of any other relevant information and/or a superior offer, we consider that the Proposed Transaction is Reasonable for the Non-Associated Shareholders of RMX.

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3. Summary of Proposed Transaction

Overview

3.1. On 24 July 2012, RMX announced that it had entered into a formal binding Share Sale Agreement to acquire 100% of issued capital of RMM Singapore, and Mindoro’s rights, title and interest to Debt. RMM Singapore is a Singapore registered wholly owned subsidiary of Mindoro. Mindoro currently has interests in several Philippine gold projects, copper/gold and nickel exploration assets, with the gold and copper/gold assets which are the subject of the Proposed Transaction being the Tapian San Francisco and Batangas Projects.
3.2. Under the terms of the Share Sale Agreement Mindoro will restructure the ownership of its Philippine assets. The Restructure will result in the transfer of the ownership of Mindoro’s gold and copper/gold advanced exploration assets to a yet to be incorporated Philippine holding company (“Newco (Philippines)”), which will be a wholly 100% owned subsidiary of RMM Singapore. The nickel assets will be retained by Mindoro.
3.3. Following the Restructure, Newco (Philippines), and as such, RMX will have a 75% joint venture interest in the Tapian San Francisco Project and a 100% economic interest in the Batangas Project. The Restructure will also result in RMM Singapore having approximately $17,000,000 of Debt due to Mindoro at settlement, the rights to which RMX will acquire as part of the Proposed Transaction.

The Restructure

3.4. The Restructure will be split into two stages being the Initial Restructure and Further Restructure. Following the Initial Restructure, at settlement of the Proposed Transaction, Newco (Philippines) will hold a 40% interest, and an option to acquire the remaining 60% interest, in the share capital of a Philippines company Egerton Gold Philippines Inc (“Egerton”). Egerton has legal title to tenements which equate to a 25% economic interest in the Batangas Project.
3.5. We understand that RMX has confirmed through its legal due diligence all amounts payable under the option agreement to acquire the 60% interest have been satisfied by Mindoro, that there will be no further cost to RMX in relation to the option and that Mindoro has a 100% economic interest in the Batangas Project.
3.6. MRL Gold Phils Inc (“MRL Gold Phils”), a Philippine registered 100% owned subsidiary of Mindoro has legal title over the tenements which comprise of the remaining 75% economic interest in the Batangas Project. Following the Initial Restructure Newco (Philippines) will have contractual rights over this interest. The Further Restructure which is to occur within 12 months of settlement of the Proposed Transaction will involve MRL Gold Phils transferring legal title to these tenements to Newco (Philippines). Accordingly within 12 months of settlement Newco (Philippines) will have a direct 75% interest and an indirect 25% interest (through its interest in Egerton) in the Batangas Project.
3.7. Mindoro’s interest in the Tapian San Francisco Project is via a joint venture arrangement with a Philippines entity, Minimax Mineral Exploration Corp, which is the registered holder of the tenements that make up the Tapian San Francisco Project. Following the Initial Restructure Newco (Philippines) will hold a 75% joint venture interest in the Tapian San Francisco Project.
3.8. The ownership structure of the Projects after the Initial Restructure at settlement of the Proposed Transaction and after the Further Restructure is summarised in the figures below.

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

Proposed Group structure Key
following Initial Restructure Legal Interest
RMX (Australian Registered) Contractual Rights
100% 100%
RMM Singapore
Red Mountain Mining
(Singapore registered)
(Hong Kong) Holdings
Minimax Mineral Exploration Ltd (Hong Kong
Corp (Philippines Entity) Newco Option to acquire registered)
Newco (Philippines) Various 100%
100% Yet to be incorporated Philippine Red Mountain Mining
(Philippines Registered) Nationals
Consulting (Shenyang)
Co Ltd (China
40% + 60% option 60% registered)
Egerton Gold Philippines Inc
25% 75% 75% (Philippines Registered)
100%
25% MRL Gold Phils
(Philippines Entity & Mindoro
Minimax JV Batangas Project Subsidiary)
Tenements
Tapian SF Tenements 100% 100%
Project 100% owned by
tenements owned by MRL Gold
Egerton Phils
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Figure 1: Ownership structure following Initial Restructure at settlement of Proposed Transaction (Source: SSA and RSMBCC analysis)

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

Proposed Group structure Key
following Further Restructure Legal Interest
RMX (Australian Registered) Contractual Rights
100% 100%
RMM Singapore
Red Mountain Mining
(Singapore registered)
(Hong Kong) Holdings
Minimax Mineral Exploration Ltd (Hong Kong
Corp (Philippines Entity) Newco Option to acquire registered)
Newco (Philippines) Various 100%
100% Yet to be incorporated Philippine Red Mountain Mining
(Philippines Registered) Nationals
Consulting (Shenyang)
Co Ltd (China
40% + 60% option 60% registered)
Egerton Gold Philippines Inc
25% 75% 75% (Philippines Registered)
100%
25%
Minimax JV Batangas Project
Tenements
Tapian SF Tenements 100% 100%
Project 100% owned by
tenements owned by Newco
Egerton (Philippines)
----- End of picture text -----

Figure 2: Ownership structure following Further Restructure (Source: SSA and RSMBCC analysis)

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Consideration

3.9. The consideration for the acquisition of 100% of the issued share capital of RMM Singapore is proposed as follows:
100 million RMX shares, which will be subject to a mandatory ASX restriction period of 12 months; and
50 million Performance Shares which will be subject to both a mandatory 12 month ASX restriction period and a voluntary restriction period of up to 12 months, on the shares issued following the conversion of the Performance Shares. The Performance Shares will convert into RMX shares if, on or before that date which is 12 months after completion:
- the total amount of JORC compliant Indicated gold Mineral Resource on the Batangas Project increases to 600,000 ounces; and
- the completion by RMX, on a best endeavours basis, of a scoping study on the Batangas Project, which confirms that:
  - a. there has been a minimum of 50% conversion of the 600,000 ounces Gold Resource to a probable ore reserve or equivalent based on mine design (for instance mining inventory); and
  - b. the development of a mine is economically viable on key parameter terms mutually agreed by RMX and Mindoro.

Conditions precedent

3.10. The Share Sale Agreement sets out that settlement of the Proposed Transaction is conditional upon a number of conditions precedent which include but are not limited to the following.
Completion of the Initial Restructure and the assignment of Mindoro’s rights, title and interest to the Debt;
The transfer of employment of certain employees that are key to the current operations of the Projects;
RMX and Mindoro obtaining all necessary shareholder and regulatory approvals required by the Corporations Act, the ASX Listing Rules and all other rules and regulations in relation to the Proposed Transaction.
3.11. Further details on the conditions precedent are outlined in Section 1.3 of the Notice of Meeting

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Effect of the Proposed Transaction on RMX’s capital structure

3.12. The effect of the Proposed Transaction on RMX’s capital structure is illustrated in the table below:

RMX Shareholding structure pre and post Proposed Transaction	# % # % Shares Performance Shares	# % Total Shares & Performance Shares	# % Options	# % Total securities
*Pre Proposed Transaction* Non Associated Shareholders CEO options (Not yet approved by shareholders) Total securities pre Proposed Transaction *Post Proposed Transaction* Non Associated Shareholders Advisors options Mindoro Total securities post Proposed Transaction	79,060,026 100.0% - - - - - - 79,060,026 100.0% - - 79,060,026 44.2% - - - - - - 100,000,000 55.8% 50,000,000 100.0% 179,060,026 100.0% 50,000,000 100.0%	79,060,026 100.0% 79,060,026 100.0% 79,060,026 34.5% - N/A 150,000,000 65.5% 229,060,026 100.0%	38,287,474 90.5% 4,000,000 9.5%	117,347,500 96.7% 4,000,000 3.3% 121,347,500 100.0% 121,347,500 42.4% 15,000,000 5.2% 150,000,000 52.4% 286,347,500 100.0%
			42,287,474 100%
			42,287,474 73.8% 15,000,000 26.2% - -
			57,287,474 100.0%

Table 3: Capital Structure Pre and Post the Proposed Transaction (undiluted and fully diluted)

3.13. Should Non Associated Shareholders of RMX approve the Proposed Transaction their interest in RMX will fall:
On an undiluted basis, from 100% pre to 44.2% post the Proposed Transaction;
On a partially diluted basis (shares and Performance Rights), from 100% pre to 34.5% post the Proposed Transaction; and
On a fully diluted basis (shares, options and Performance Shares), from 100% to 42.4%

Rationale for the Proposed Transaction

3.14. The Directors of the Company believe the Proposed Transaction is company transforming in that it provides RMX with;
Significant gold and copper/gold assets containing Indicated and Inferred Resource of 501,620 ounces gold and 1,638,000 ounces of silver with significant further exploration potential;
Assets situated within one of the most endowed regional provinces in the world for major gold discoveries;
Strengthening of RMX’s management team by securing senior executives and Board members from Mindoro;
An experienced professional exploration team in country; and
Projects which can be enhanced through the use of RMX’s existing cash reserves.
3.15. Further details on the advantages of the Proposed Transaction are set out at Section 11 of this Report.

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4. Purpose of this Report

Corporations Act

4.1. Section 606 of the Corporations Act (“the Act”) sets out the general prohibition for acquisition of relevant interests in a public company that results in a voting power of 20% or more including increasing a shareholding where that person directly has voting power in excess of 20% except in certain limited circumstances.
4.2. Completion of the Proposed Transaction will result in Mindoro having an undiluted interest in RMX in excess of 20% at 55.8%, furthermore should the Performance Shares vest into ordinary shares this will result in Mindoro’s voting power increasing to 65.5% (excluding the exercise of any options).
4.3. However, under item 7 of Section 611 of the Act, the prohibition contained in Section 606 does not apply if the acquisition has been approved by the non-associated shareholders of the company.
4.4. Accordingly, the Company is seeking approval from the Non-Associated Shareholders for Resolution 3 under item 7 of section 611 of the Act.
4.5. Section 611 of the Act states that shareholders must be given all information that is material to the decision on how to vote at the meeting. Regulatory Guide 111 Content of Expert Reports (“RG 111”) issued by ASIC advises the commissioning of an Independent Expert’s Report in such circumstances and provides guidance on the content.

Basis of Evaluation

4.6. RG 111 provides ASIC’s views on how an expert can help security holders make informed decisions about transactions. Specifically it gives guidance to experts on how to evaluate whether or not a “ ”
proposed transaction is fair and reasonable .
4.7. RG 111 states that the expert report should focus on:
the issues facing the security holders for whom the report is being prepared; and
the substance of the transaction rather than the legal mechanism used to achieve it.
4.8. Where an issue of shares by a company otherwise prohibited under Section 606 is approved under item 7 of Section 611 and the effect on the company’s shareholding is comparable to a takeover bid, RG 111 states that the transaction should be analysed as if it was a takeover bid.
4.9. Therefore in assessing whether the Proposed Transaction is fair and reasonable to the Non-Associated Shareholders we have considered the advantages and disadvantages of the Proposed Transaction in the event that it proceeds or does not proceed including:
A comparison of the fair value of an ordinary share in RMX prior to the Proposed Transaction on a control basis and immediately following the Proposed Transaction on a non control basis (fairness);
The future prospects of RMX if the Proposed Transaction does not proceed; and
Any other commercial advantages and disadvantages to the Non-Associated Shareholders as a consequence of the Proposed Transaction proceeding.

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5. Profile of RMX

5.1. RMX was incorporated as a public unlisted company on 5 May 2006, it subsequently listed its securities on the ASX on 30 August 2011. The principal activity of RMX includes identifying and acquiring significant equity interests in underperforming or under-developed gold and other mineral projects.
5.2. Until recently the Company held options to acquire gold assets in China, namely in the Zhongqu Project and the Diebu Project. Following an exploration review of these projects, RMX announced that it had withdrawn from the Diebu Project on 5 March 2012 and subsequently withdrew from the Zhongqu Project on 23 April 2012.
5.3. As at the date of this Report RMX has no interests in any exploration assets of any nature.

Directors

5.4. At the date of this report the directors of RMX are:
Mr Michael Wolley;
Mr Keith Rowe; and
Mr Neil Warburton

Capital structure

5.5. As at the date of this report, RMX had approximately 79,060,026 shares on issue of which 22.3% were held by the top 5 shareholders, as illustrated in the table below:

	Total Shares % 4,565,625 5.8 4,415,625 5.6 4,250,000 5.4 2,385,937 3.0 2,000,000 2.5


Michlange Pty Ltd

Mr Keith Bowden Rowe

Viv mac Pty Ltd

National Nominees Limited

DeckChair HoldingsPtyLtd
	17,617,187 22.3
Total Top 5 Shareholders


	61,442,839 77.7
Other Shareholders
	79,060,026 100.0
Total Shares on issue

Table 4: RMX Significant Shareholders ( Source: RMX shareholder register 13 June 2012)

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5.6. In addition to the ordinary shares on issue, RMX has a total of 38,287,474 unlisted options, which are exercisable on the terms as summarised in the table below:

Option Expiry Date Escrow Date Exercise Price $	Option Expiry Date Escrow Date Exercise Price $	Number Issued


	30/06/2014 N/A 0.20	9,300,000
	12/09/2013 1/09/2013 0.20	1,718,433
	30/06/2014 1/09/2013 0.20	8,428,125
	31/07/2014 1/09/2013 0.25	909,110
	31/07/2016 1/09/2013 0.35	909,110
	30/06/2014 1/09/2013 0.20	10,000,000
	31/07/2014 21/12/2013 0.25	3,511,348
	31/07/2016 21/12/2013 0.35	3,511,348
Total shares options on issue
		38,287,474

Table 5: RMX unlisted options on issue ( Source: RMX option register 13 June 2012)

Financial Information

5.7. The financial information set out below is based upon the audited financial statements for the year ended 30 June 2011, the reviewed financial statements for the 6 month period ended 31 December 2011 and the unaudited financial information for the 11 months ended 31 May 2012.

Financial Performance

5.8. The summarised consolidated financial performance of RMX for the 11 month period ended 31 May 2012, the 6 month period ended 31 December 2011 and the year ended 30 June 2011 is summarised below:

			Year ended
Ref:	11 Months ended	6 Months ended
			30-Jun-11
	31-May-12	31-Dec-11
			*Audited $*
	*Unaudited $*	*Reviewed $*

Interest Income	160,177	81,768 - 56,576	9,722 - -
Foreign exchange gain	46,583
Other Income	-
Total income	206,760	138,344	9,722

Capital raising costs 5.10	(1,144,306)	(1,100,000) (234,370) (918) (789,068) (114,832) (974,877) (215,765) (89,176) (12,134) (383,374)	- (710,694) (802) - (4,755) (474,352) (166,708) (32,336) (119,103) (251,863)
Consultancy fees	(483,310)
Depreciation expense	-
Directors incentive options	(789,068)
Employee benefits expense	(287,697)
Exploration costs 5.11	(1,382,220)
Legal fees 5.12	(301,395)
Travelling expenses	(150,244)
Foreign exchange loss	-
Other expenses	(511,462)
Total Expenses	(5,049,703)	(3,914,514)	(1,760,613)

Comprehensive Loss for the Period	(4,842,944)	(3,776,170)	(1,750,891)

Table 6: Consolidated financial Performance of RMX for the year ended 30 June 2011, the 6 months ended 31 December 2011 and the 11 months ended 31 May 2012

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5.9. RMX is still in the exploration phase of its life cycle and as such is not earning any revenue, thus the entity has generated losses in the year ended 30 June 2011 and 11 months ended 31 May 2012.
5.10. RMX recognised capital raisings costs of $1,144,306 in the 11 months ended 31 May 2012, predominantly relating to the successful initial public offering (“IPO”) of the Company’s securities which was completed on 30 August 2011. $1,100,000 of the capital raising costs represent the assessed fair value of 10,000,000 RMX share options granted to the lead manager of the IPO.
5.11. Exploration costs incurred in the current year relate to costs incurred in reviewing the Zhongqu and Diebu Projects in China.
5.12. Legal fees relate predominantly to legal costs associated with the preparation of legal documents such as agreements and amendment letters in relation to Zhongqu and Diebu projects.
5.13. Other expenses of $511,462 incurred in the 11 month period to 31 May 2012 represent corporate administration costs, such as accountancy, advertising, company secretarial, rent, office administration and recruitment costs.

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Financial Position

5.14. The consolidated financial position of RMX as at 31 May 2012, and 31 December 2011 is summarised in the table below:

Statement of Financial Position Paragraph	As at	As at
Ref	31-May-12	31-Dec-11
	Unaudited $	Reviewed $

Current Assets
Cash and cash equivalents 5.15	4,680,542	5,830,328
Sundry Debtors	66,000	75,170
Prepayments	58,386	-
TotalCurrentAssets	4,804,928	5,905,498

Non-Current Assets
Property, plant and equipment	35,290	3,303
Total Non-Current Assets	35,290	3,303

Total Assets	4,840,218	5,908,801

Current Liabilities
Trade and otherpayables 5.16	206,009	265,893
TotalCurrentLiabilities	206,009	265,893

Total Liabilities	206,009	265,893

Net Assets 5.15	4,634,210	5,642,908

Equity
Share Capital	11,611,849	11,611,849
Share Option Reserve	2,048,272	2,048,272
Foreign Currency Translation Reserve	14,077	(113,546)
Accumulated Losses	(9,039,989)	(7,903,667)
Total Equity	4,634,210	5,642,908

Table 7: Financial position or RMX as at 31 May 2012 and 31 December 2011 (Source: RMX H1 2012 financial report and RMX unaudited management accounts for the 11 months ended 31 May 2012)

5.15. As at 31 May 2012, RMX had net assets of $4.63 million with a working capital surplus of approximately $4.60 million. The Company’s principal asset is cash of approximately $4.69 million.
5.16. Trade and other payables primarily represent amounts payable to professional advisors and employee payroll taxes.

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Share Price and Performance

5.17. The daily closing share price and traded volumes of RMX shares since listing on the Australian Securities Exchange (ASX) on 1 September 2011 to 23 July 2012 are illustrated below.

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

RMX Price Volume Graph
0.250 6
15-Sep-11
RMX announces
0.230 significant gold
mineralisation at the
Zhongqu Project. 5
30-May-2012
0.210 RMX announces it is
to acquire Mindoro
Resources' Gold and
Copper/Gold Assets.
0.190 4
0.170
24-Apr-2012
RMX announces 3
29-Sep-11 Xuanrui does not
0.150 RMX announces intend to extend the
Stage 2 drilling at
Framework Agreement
the Zhongqu
to 31 July 2012.
Project.
0.130 2
2-Apr-2012
RMX announces that
it does not intend to
0.110 proceed with the
acquisition of the 1
Zhongqu Project.
0.090
0.070 0
01-Sep-11 01-Dec-11 01-Mar-12 01-Jun-12
Volume Price
Price
Volume (in millions)
----- End of picture text -----

Figure 3: RMX Share Price Volume Graph ( Source: S&P Capital IQ )

5.18. RMX listed on the ASX on 1 September 2011. Over the period from 1 September 2011 to 23 July 2012, shares in RMX have traded in the range of a high of $0.23 on 14 September 2011 to a low of $0.075 on 6 July 2012.
5.19. Significant announcements during the year included:
30 August 2011 – The Company announced that it had been admitted to the official list of the ASX.
15 September 2011 – The Company announced that significant gold mineralisation had been intersected during the initial underground drilling program at the Zhongqu Project in China.
29 September 2011 – The Company announced the commencement of Stage 2 drilling on the Zhongqu.
2 April 2012 – The Company announced that it did not intend to proceed with the acquisition of the Zhongqu Project based on the original terms of the Framework Agreement and would only proceed should further commercially viable terms be agreed with the vendors over the following four months. RMX announced that it had negotiated a 4 month extension to the Framework Agreement to 31 July 2012.
3 April 2012 – The Company announced that Neil Warburton had been appointed Executive Chairman and Acting CEO, Mr Michael Wolley would step down as chairman and remain on the board as a non-executive chairman and Mr Bo Zhou was resigning from his non-executive

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director role but would continue to provide services on an as needs basis to the Company as a project facilitator for China. The Company also announced that Mr Andrew Richards would step down from the role of CEO but would continue to provide geological advisory services to the Company as required.

24 April 2012 – The Company announced that the amendment deed to the Framework Agreement which extended the option to acquire the project to 31 July 2012 remained unsigned by Xuanrui who was asserting that they did not agree to any extension to the original deadline. In light of this, RMX decided to terminate the existing Framework Agreement.
30 May 2012 – The Company announced the acquisition of Mindoro Resources gold and copper/gold assets.

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6. Overview of Mindoro, RMM Singapore and the Projects

About Mindoro

6.1. Mindoro’s shares are issued on the TSX Venture Exchange, the ASX and the Frankfurt stock exchange. Mindoro is focussed on nickel, gold and copper-gold exploration and development in the Philippines.
6.2. Mindoro through its wholly owned Philippines subsidiary, MRL Gold Phils, has exploration projects that cover approximately 560 km2, located in three mineral rich regions of the Philippines. The three regions are Surigao (Northern Mindanao), Batangas (Southern Luzon) and Pan de Azucar (Panay Island).
6.3. Mindoro’s Surigao Projects include the advanced Agata Nickel Project, American Tunnels and Tapian –
San Francisco Copper / Gold prospects. Mindoro has a 75% interest (pre-feasibility study stage) in the Agata nickel Project which has Measured and Indicated Resource estimates totalling 42.76 million tonnes at 1.01% nickel for 430,000 tonnes contained nickel, and Inferred Resource estimates totalling 2.345 million tonnes at 0.99% nickel. The Pan de Azucar Project includes the Valderama Copper Gold / Pyrite (acid) Project and the Asparin Hill prospect.
6.4. The Batangas Gold and Copper/Gold Projects include Archangel, Lobo and El Paso prospects. Mindoro has Mineral Resource estimates on its 100% interest Batangas projects of Indicated Resources of 393,000 ounces and Inferred Resources of 108,000 ounces gold.
6.5. The Agata Nickel, American Tunnels and Pan de Azucar Projects do not form part of the Proposed Transaction and their ownership will be retained by Mindoro.

Overview of the Projects to be acquired by RMX

6.6. Upon settlement of the Proposed Transaction RMX, through the acquisition of RMM Singapore will have a 100% economic interest in the Batangas Project and a 75% economic interest in the Tapian San Francisco Project.

Batangas Project

6.7. The Batangas Project consists of a range of granted mining and exploration permits and exploration permit applications covering an area of 29,231 hectares which are prospective for gold and copper gold mineralisation. The Batangas Project is located in the Batangas Province approximately three hours south of Manila on Luzon Island in the Philippines.

Tapian San Francisco Project

6.8. The Taipan San Francisco Project consists of a number of mining and exploration permits, which are prospective for copper and gold. The project is located on the north eastern part of Mindanao Island, in the Philippines.
6.9. Further details on the tenements and permits which make up the Batangas and Tapian San Francisco Projects are set out in section 6 of the Ravensgate Report and Schedule 1 of the Notice of Meeting.
6.10. An overview of the Philippines and the global gold and copper industries is set out at Appendix D to this Report.

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6.11. The location of the Batangas and Tapian San Francisco Projects are summarised in the figure below.

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Figure 4: Location of Batangas and Tapian San Francisco Projects tenement map (Source: RMX ASX announcement 30 May 2012)

Current ownership structure of Projects

6.12. Mindoro’s interests in the tenements which comprise the Batangas and Tapian San Francisco Projects are currently held through their wholly owned Philippines subsidiary MRL Gold Phils, as summarised in the figure below.

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

Current ownership structure of Key
the Projects Mindoro (Canadian Legal InterestContractual Rights
Registered)
100% 100%
RMM Singapore
(Singapore registered)
Minimax Mineral Exploration
Corp (Philippines Entity) Option to acquire
Various
MRL Gold Phils (Philippine
100% Philippine
registered)
Nationals
60%
40% + 60% option
Egerton Gold Philippines Inc
25% 75% 75% (Philippines Registered)
100%
25%
Minimax JV Batangas Project
Tenements
Tapian SF Tenements 100% 100%
Project 100% owned by
tenements owned by Newco
Egerton (Philippines)
----- End of picture text -----

Figure 5: Current ownership of the Projects (Source: SSA and RSMBCC analysis)

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6.13. Mindoro’s interest in the Tapian San Francisco Project is via a joint venture arrangement with a Philippines entity, Minimax Mineral Exploration Corp, who is the registered holder of the tenements which make up the Tapian San Francisco Project.
6.14. The majority of the tenements which make up the Batangas Project are owned by Egerton Gold Philippines Inc (“Egerton”), in which MRL Gold Phils owns 40% of the issued share capital and has an option to acquire the remaining 60%. All payments and considerations have previously been paid for the 60% remaining interest.
6.15. Egerton has a wholly owned subsidiary Batangas Metals and Mining Philippines Corporation (“BMMPC”). BMMPC was set up to facilitate an historic joint venture Mindoro had in relation to the Projects which was terminated in August 2011. The entity is effectively dormant and has no interest or ownership rights over the Projects. BMMPC will be disposed of as part of the Restructure and as such will not be acquired by RMX.
6.16. Philippine regulations prohibit foreign investors from owning more than 40% of the equity in Philippine companies of the nature of Egerton. However, Mindoro has a 100% economic interest in the Batangas Project, as the exercise price in relation to the 60% option has been paid by Mindoro. Only the Philippine local ownership regulations as outlined prevent Mindoro from acquiring a 100% of the issued share capital of Egerton.
6.17. We understand that RMX has confirmed through its legal due diligence that Mindoro has a 100% economic interest in the Batangas Project, and, as such, so will RMX post the Proposed Transaction.

Ownership following Restructure

6.18. Following the Initial and Further Restructure RMM Singapore which is to be acquired by RMX will have a 75% economic interest in the Tapian San Francisco Project and a 100% economic interest in the Batangas Project. The steps of the Restructure and the ownership of the Projects following the Restructure is set out at Section 3 of this Report

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Consolidated financial position of RMM Singapore, Newco (Philippines) and Egerton

6.19. RMM Singapore was set up by Mindoro to facilitate the Restructure.
6.20. As part of the Restructure in addition to transferring the shares in Egerton and the legal rights over the Batangas and Tapian San Francisco Projects certain plant and equipment and employees including their current entitlements will be transferred from MRL Gold Phils to Newco (Philippines).
6.21. The table below sets out the Pro-Forma consolidated net assets of RMM Singapore based on the unaudited financial statements of Egerton as at 31 May 2012 and after reflecting the transactions which will occur as a result of the Restructure.

	Ref:	RMM Singapore
		Unaudited Pro-Forma
		As at 31 May 2012 $
Assets Cash and cash equivalents 6.25 Receivables from Mindoro 6.24 Non-current assets Property, plant and equipment 6.22 Exploration and evaluation expenditure 6.23 Total assets Current liabilities Trade and other payables 6.26 Employee liabilities 6.24 Total current liabilities Non-current liabilities Long term employee benefits 6.26 Debt due to Mindoro Total non-current liabilities Total liabilities Net Assets		61,244 17,973 79,217 11,468 17,147,324 17,158,792 17,238,009 7,728 61,435 69,217 133,990 17,034,702 17,168,692 17,237,909 100

Table 8: Pro-Forma statement of net assets of RMM Singapore ( Source: RSMBC Investigating Accountants Report)

6.22. Certain property plant and equipment such as furniture various vehicles and exploration equipment will be transferred to Newco (Philippines) as part of the Restructure.
6.23. Mindoro has expended approximately $17,147,324 on exploring the Projects. The majority of this has been capitalised in MRL Gold Phils and will be transferred to Egerton and Newco (Phillipines) as a result of the Restructure.
6.24. Under the terms of the SSA all current liabilities relating to those employees which transfer to RMX from MRL Gold Phils, will transfer to Newco (Philippines). Mindoro will be required to settle these either via a cash payment to RMX within a 12 month period or ensuring RMM Singapore at settlement has cash equal to the value of these liabilities. As at 31 May 2012 the value of the current employee liabilities was approximately $61,435.

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6.25. Under the terms of the SSA RMM Singapore must have minimum working capital (Current Assets less Current Liabilities) of $10,000. Mindoro will be required to inject an appropriate level of cash to achieve this working capital requirement.
6.26. In addition RMX may be required to assume the non-current employee entitlements which consist of retirement benefit obligations, which accrue to employees in the Philippines under Philippines law. The actual employees who are to be transferred to Newco (Philippines) from MRL Gold Phils and the quantum of the retirement benefit obligations of these employees is yet to be agreed between RMX and Mindoro. This is a condition precedent which must be satisfied under the terms of the Share Sale Agreement prior to settlement of the Proposed Transaction. The pro-forma balance set out above has been based on the total retirement benefit provision of all possible employees who may be transferred, and on the assumption that Mindoro does not compensate RMX in relation to the transfer of this liability. As at 31 May 2012 which amounted to approximately $133,990. Trade and other payables represent trade payables and accrued expenses of Egerton as at 31 May 2012.
6.27. RMX is to acquire 100% of issued capital of RMM Singapore, and Mindoro’s rights, title and interest to Debt. At settlement it is estimated that as a result of the Initial Restructure RMM Singapore will have amounts due to Mindoro of approximately $17 million. Post the Proposed Transaction this will be an intercompany debt between RMX and RMM Singapore.

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7. Valuation Approach

Valuation Methodologies

7.1. In assessing the Fair Value of an ordinary RMX share prior to and immediately following the Proposed Transaction, we have considered a range of valuation methodologies. RG 111 proposes that it is generally appropriate for an expert to consider using the following methodologies:
the discounted cash flow (“DCF”) method and the estimated realisable value of any surplus assets;
the application of earnings multiples to the estimated future maintainable earnings or cash flows added to the estimated realisable value of any surplus assets;
the amount which would be available for distribution on an orderly realisation of assets;
the quoted price for listed securities; and
any recent genuine offers received.
7.2. We consider that the valuation methodologies proposed by RG 111 can be split into three valuation methodology categories, as follows.

Market Based Methods

7.3. Market based methods estimate the Fair Value by considering the market value of a company’s securities or the market value of comparable companies. Market based methods include;
The quoted price for listed securities; and
Industry specific methods.
7.4. The recent quoted price for listed securities method provides evidence of the fair market value of a company’s securities where they are publicly traded in an informed and liquid market.
7.5. Industry specific methods usually involve the use of industry rules of thumb to estimate the fair market value of a company and its securities. Generally rules of thumb provide less persuasive evidence of the fair market value of a company than other market based valuation methods because they may not account for company specific risks and factors.

Income based

7.6. Income based methods estimate value by calculating the present value of a company’s estimated future stream of earnings or cash flows. Income based methods include:
Capitalisation of maintainable earnings; and
Discounted cash flow methods.
7.7. The capitalisation of earnings methodology is generally considered a short form DCF, where an estimation of the Future Maintainable Earnings (“FME”) of the business, rather than a stream of cash flows is capitalised based on an appropriate capitalisation multiple. Multiples are derived from the analysis of transactions involving comparable companies and the trading multiples of comparable companies.

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7.8. The DCF technique has a strong theoretical basis, valuing a business on the net present value of its future cash flows. It requires an analysis of future cash flows, the capital structure and costs of capital and an assessment of the residual value or the terminal value of the company’s cash flows at the end of the forecast period. This method of valuation is appropriate when valuing companies where future cash flow projections can be made with a reasonable degree of confidence.

Asset Based Methods

7.9. Asset based methodologies estimate the Fair Value of a company’s securities based on the realisable value of its identifiable net assets. Asset based methods include:-
orderly realisation of assets method;
liquidation of assets method; and
net assets on a going concern basis.
7.10. The value achievable in an orderly realisation of assets is estimated by determining the net realisable value of the assets of a company which would be distributed to security holders after payment of all liabilities, including realisation costs and taxation charges that arise, assuming the company is wound up in an orderly manner. This technique is particularly appropriate for businesses with relatively high asset values compared to earnings and cash flows.
7.11. The liquidation of assets method is similar to the orderly realisation of assets method except the liquidation method assumes that the assets are sold in a shorter time frame.
7.12. The net assets on a going concern method estimates the market values of the net assets of a company but unlike the orderly realisation of assets method it does not take into account realisation costs. Asset based methods are appropriate when companies are not profitable, a significant proportion of the company’s assets are liquid, or for asset holding companies.

Selection of Valuation Methodologies

Valuation of an ordinary RMX share pre the Proposed Transaction

7.13. The principal asset RMX is its cash. In our experience the most appropriate method for determining the value of cash holding entities is on the basis of the Fair Value of their underlying net assets.
7.14. Accordingly, in valuing an ordinary share pre the Proposed Transaction we have utilised the net assets on a going concern methodology and assessed the value of RMX’s assets as follows:
In assessing the value of RMX’s assets and liabilities we used the net book value as set out in the unaudited consolidated statement of financial position of RMX as at 31 May 2012, adjusted to reflect any significant subsequent events and the estimated costs incurred by RMX as a result of pursuing the Proposed Transaction; and
Considered whether there is any value over and above its net assets attributable to the RMX’s listed company shell.
7.15. As a cross-check to our primary valuation methodology, we have also considered the implied value of a RMX ordinary share based on recent trading prices for portfolio shareholding parcels of RMX shares on the ASX.

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7.16. In accordance with RG 111, we have assessed the value of an ordinary RMX share pre the Proposed Transaction on a control basis.

Valuation of an ordinary RMX share immediately after the Proposed Transaction

7.17. We have assessed the value of an ordinary RMX share immediately post the Proposed Transaction using the net assets on a going concern methodology. This has required an assessment of:
the Fair Value of the exploration assets being purchased by RMX, being a 75% economic interest in the Tapian San Francisco Project and a 100% economic interest in the Batangas Project;
the Fair Value of any other assets and liabilities acquired as a result of the Proposed Transaction; and
the reflection of any success fees payable to advisors as a result of the Proposed Transaction.
7.18. ASIC Regulatory Guides envisage the use by an independent expert of specialists when valuing specific assets. We determined the need for a specialists’ involvement with regard to valuing the Tapian San Francisco and Batangas exploration Projects, and as such we engaged Ravensgate to prepare an independent technical valuation of the Projects.
7.19. Ravensgate’s Report has been prepared in accordance with the requirements of the VALMIN code as adopted by the Institute of Geoscientists and the Australian Institute of Mining and Metallurgy. We have satisfied ourselves of Ravensgate’s qualifications and independence from RMX and have placed reliance on their report accordingly. A copy of Ravensgate’s Report is attached at Appendix E.
7.20. Should the Non-Associated Shareholders approve the Proposed Transaction they will relinquish control of RMX. Accordingly we have assessed the value of an ordinary RMX share immediately post the Proposed Transaction on a non-control basis, through the application of an appropriate portfolio discount to the assessed Fair Value of an RMX share on a control basis.

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8. Valuation of an ordinary RMX share pre the Proposed Transaction (control basis)

8.1. As stated at paragraphs 7.13 to 7.16, we have assessed the value of RMX pre the Proposed Transaction on a net assets on a going concern basis and have also considered the recent quoted price of its listed securities

Net assets on a going concern basis

8.2. We have assessed the Fair Value of an ordinary RMX share pre the Proposed Transaction in the range $0.058 to $0.063 on an undiluted control basis with a preferred midpoint value of $0.061, using the net assets on a going concern methodology, as set out in the table below.

	Valuation of an RMX sharepre Proposed Transaction Ref:	Low High
	undiluted basis	$ $
Net assets of RMX as at 31 May 2012 8.3 Plus: Value of listed shell 8.4 - 8.5 Less: Estimate of costs associated with the Proposed Transaction 8.6 Value of RMX on an undiluted control basis Number of shares on issue pre Proposed Transaction Value of an RMX share on an undiluted control basis 8.7		4,634,210 4,634,210 300,000 700,000 (315,000) (315,000) 4,619,210 5,019,210 79,060,026 79,060,026 $0.058 $0.063

Table 9: Value of an RMX share pre Proposed Transaction on undiluted basis (net assets on a going concern)

8.3. Given the nature of RMX’s assets and liabilities we consider their book value as at 31 May 2012 to be representative of their fair value. Further details on RMX’s financial position as at 31 May 2012 is set out at paragraph 5.14.
8.4. RMX is essentially currently a listed corporate shell, with its primary assets being its cash and its listed status. Listed shells can often be used as a vehicle to acquire a new business and buyers of these entities will often pay a premium, over and above the net asset value of the entity to reflect the value of the listed shell.
8.5. RMX is a clean company, in that it has minimal liabilities and no current investments in any exploration tenements or any other businesses. In light of this we consider an acquirer would be willing to pay a premium in excess of its net asset value to acquire control of its listed status. Based on our professional judgement and experience listed shells in the current market have a Fair Value in the range of $300,000 to $700,000, which we have reflected in assessing the Fair Value of an RMX share pre the Proposed Transaction.
8.6. RMX has estimated that costs associated with the Proposed Transaction are $435,000, however $120,000 of this cost is a success fee payable to advisors, due upon the successful completion of the Proposed Transaction. Thus $315,000 of the costs are payable regardless of whether or not the Proposed Transaction is approved by the Non Associated Shareholders and we have therefore deducted this in our assessment of the Fair Value of RMX pre the Proposed Transaction.
8.7. The net assets on a going concern valuation methodology provides a control value of an entity, therefore the value of a share derived using this methodology represents the control value of a share.

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Quoted Price of Listed Securities

8.8. In order to provide a cross-check to the valuation of an ordinary RMX share derived under the net assets on a going concern methodology, we have also assessed the Fair Value based on the recent quoted market price of RMX shares.
8.9. Based on the recent quoted market price for RMX securities we have assessed the fair value of an ordinary RMX share on a control basis pre the Proposed Transaction to be in the range of $0.105 to $0.115 as summarised in the table below.

Quoted price	Ref.	Share price	Share price
		Low	High
Quoted market value at 29 May 2012	8.10 - 8.17	$0.094	$0.103
Control premium	8.18 - 8.20	12.5%	12.5%
Quoted market valuation including a premium for control		$0.105	$0.115

Table 10: Assessed fair value of an ordinary RMX share (quoted price of listed securities)

8.10. In our assessment we have only considered trading in RMX shares prior to the date of announcement of the Proposed Transaction, in order to remove any influence the announcement may have had on the RMX share price. The Proposed Transaction was announced to the Australian Securities Exchange on 30 May 2012.
8.11. In the period since listing on the ASX on 30 August 2011 to 29 May 2012 the closing price of RMX shares has ranged from a low of $0.081 on 17 April 2012 to a high of $0.225 on 14 September 2011.
8.12. We have considered the Volume Weighted Average Price (“VWAP”) of RMX shares for 10 day, 30 day and 60 trading day periods up to and including 29 May 2012 as summarised in the table below.

	10	Days	30	Days	60	Days
		$		$		$
Volume weighted average price		0.094		0.103		0.129

Table 11: VWAP of RMX shares to 29 May 2012 (Source: S&P Capital IQ)

8.13. The VWAP of RMX shares has ranged from $0.094 over 10 days to $0.129 over 60 days.

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8.14. An analysis of the trading volumes of RMX shares prior to 29 May 2012 is set out in the table below:

		Low	High	Cumulative	% of total
		$	$	volume	capital
10	trading days	0.090	0.100	101,607	0.13%
30	trading days	0.081	0.150	567,318	0.72%
60	trading days	0.081	0.170	1,002,227	1.27%

Table 12: Traded Volumes of RMX shares to 29 May 2012 (Source: S&P Capital IQ)

8.15. 1.27% of RMX’s shares have been traded in the 60 trading days prior to the announcement of the Proposed Transaction which in our opinion represents a low level of liquidity.
8.16. Our assessment of the Fair Value of a RMX share is based on the quoted market price, and therefore on the basis of a non-controlling portfolio interest, is in the range of $0.094 to $0.103 based on the 10 day and 30 day VWAP of an RMX share prior to 29 May 2012. We have discounted the 60 day VWAP in our assessment as we do not consider, that the circumstances of the Company throughout this period to be the same as those prior to the announcement. On 24 April 2012 the Company announced that it had terminated the Framework Agreement with Xuanrui which formally relinquished RMX interest in its Chinese exploration assets, thus it is likely the share price of RMX prior 24 April 2012, and as such during part of the 60 trading days pre the announcement of the Proposed Transaction, was influenced by an expectation that the Company may resurrect its interest in its Chinese exploration assets.
8.17. The quoted market price is indicative of the value of a marketable parcel of shares assuming the shareholder does not have control of RMX. When opining on a Section 611 acquisition, RG 111 states that the independent expert should calculate the value of a target’s shares as if 100% control were being obtained. Therefore, in our assessment of the Fair Value of an ordinary RMX share pre the Proposed Transaction we should include a premium for control.
8.18. In selecting a control premium we have given consideration to RSM Bird Cameron 2010 Control Premium Study. The study performed an analysis of control premiums paid over a 5-year period to 30 June 2010 in 212 successful takeovers and schemes of arrangements of companies listed on the ASX. Our study concluded that on average control premiums in takeovers and schemes of arrangements involving Australian companies was in the range of 20% to 30%. A summary of the findings of our study are summarised in the table below.

	Number of
	Transactions	2 Days Pre	10 Days Pre	20 Days Pre
All Industries	212	21.9%	25.6%	30.7%
Metals & Mining	55	26.4%	29.9%	33.9%
Energy	23	13.6%	27.8%	32.8%
Pharmaceuticals & biotechnology	10	36.0%	36.0%	37.1%
Real estate	13	10.6%	10.3%	10.3%
Banks and diversified financials	18	14.8%	12.3%	13.3%
Other	93	22.3%	25.9%	33.0%

Table 13: Average Control Premium over five years to 30 June 2010 ( Source: RSM Bird Cameron 2010 Control Premium Study)

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8.19. Our analysis indicated:
transactions involving companies engaged in the metal & mining and pharmaceutical & biotechnology industries averaged between 26.4% to 37.1%. Our opinion is that control premiums tend to be higher in these industries due to the greater risk, and as such returns available to investors in these sectors; and
transactions for entities engaged in the real estate and banking and financial industries averaged in the range of 10.3% to 14.8%. Entities in these sectors tend to have a high net tangible asset backing per share relative to their share price and investment in these sectors have traditionally been considered lower risk, hence the lower level of control premiums observed in these sectors.
8.20. RMX is essentially a listed corporate shell, with its primary assets being its cash and its listed status. The tangible nature of its assets make it more similar in this perspective to a banking or real estate stock. Furthermore given RMX currently has no interests in any exploration tenements or investments in any businesses, and that the stock is trading significantly above its net asset backing per share we consider it unlikely that an acquirer would pay a significant premium over and above the recent traded prices in RMX. Based on this analysis we have selected applied a control premium of 12.5% in valuing an ordinary RMX share pre the Proposed Transaction using the quoted price of listed securities methodology.

Valuation Summary

8.21. A summary of our assessed values of an ordinary RMX share pre the Proposed Transaction, under both methodologies, is shown below.

Net assets on a going concern basis Quoted market value Preferred valuation		Ref. Low	High

Table 14: Valuation Summary of an RMX share pre the Proposed Transaction

8.22. There is a significant variance in the valuations derived using the two methodologies. We consider this is likely to be as a result of the market anticipating and as such pricing in the possibility of RMX undertaking a transaction. This expectation may have been fuelled by the announcements by the Company in the weeks immediately prior to the announcement of the Proposed Transaction, which included:
An announcement on 3 April 2012 of a significant change in the board structure and composition; and
An announcement on 24 April 2012 that RMX has relinquished all its interests and options in its Chinese exploration assets
8.23. In our opinion we consider that the net assets on a going concern valuation methodology provides a better indicator of the Fair Value of an RMX share, as we consider that the trading market for RMX’s shares is not deep enough to provide an assessment of their Fair Value. RMX’s shares have not historically traded in significant volumes or on a regular basis.

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8.24. Therefore in our opinion the fair market value of an RMX share pre the Proposed Transaction is in the range of $0.058 to $0.063 on an undiluted control basis with a preferred midpoint of $0.061.
8.25. We note that RMX has 38,287,474 options on issue with exercise prices ranging from $0.20 to $0.35. Given that all of these options are significantly “out of the money” we have assumed that none of the option holders will seek to exercise their options due to the unfavourable exercise prices in relation to our valuation. As such we have not included the dilutive effect that would arise from the exercising of the options in our valuation of RMX pre the Proposed Transaction.

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9. Valuation of an ordinary RMX share post the Proposed Transaction (non control basis)

9.1.
We have assessed the Fair Value of an RMX share immediately post the Proposed Transaction on:
an undiluted non control basis, based on a post Proposed Transaction undiluted capital structure which only reflects the 100 million RMX shares to be issued at settlement; and

we have assessed the implied value of an RMX share immediately post the Proposed Transaction on:

a partially diluted non control basis, based on a post Proposed Transaction partially diluted capital structure which reflects both the 100 million RMX shares to be issued at completion, and the dilutive impact of the 50 million Performance Shares.
9.2. We note that RMX has 38,287,474 options on issue with exercise prices ranging from $0.20 to $0.35. In addition pursuant to Resolutions 5 and 6 of the Notice of Meeting plans to issue a further 15,000,000 to advisors which will be exercisable at $0.20. Given that all of these options are significantly “out of the money” we have assumed that none of the option holders will seek to exercise their options due to the unfavourable exercise prices in relation to our valuation. As such we have not included the dilutive effect that would arise from the exercising of the options in our valuation of RMX.

Undiluted basis based on 100 million RMX shares issued at settlement

9.3. As set out in the table below, we have assessed the Fair Value of an RMX share immediately post the Proposed Transaction, on an undiluted non control basis, to be in the range of $0.075 to $0.088, with a preferred midpoint of $0.081.

	Valuation of an RMX sharepost Proposed Transaction undiluted basis Ref:	Low High
		$ $
Valuation of RMX on an undiluted control basis Table 10 Plus: Fair value of 100% interest in the Batangas Project 9.4 - 9.6 Fair value of 75% interest in the Tapian San Francisco Project 9.4 - 9.6 Fair value of other assets acquired as a result of the Proposed Transaction 9.7 Less: Value ascribed to shell pre Proposed Transaction 9.8 Success fees payable upon successful completion of the Proposed Transaction 9.9 Fair value of liabilities transferred as a result of the Proposed Transaction 9.7 Value of RMX on an undiluted control basis Number of shares on issue post Proposed Transaction 3.12 Value of an RMX share on an undiluted control basis Less: Minority discount Value of an RMX share on an undiluted non control basis 9.10		4,619,210 5,019,210 11,960,000 15,570,000 10,000 30,000 90,685 90,685 12,060,685 15,690,685 (300,000) (700,000) (120,000) (120,000) (199,801) (199,801) (619,801) (1,019,801) 16,060,094 19,690,094 179,060,026 179,060,026 $0.090 $0.110 (0.0150) (0.0220) $0.075 $0.088

Table 15: Value of an RMX share post Proposed Transaction on undiluted basis (net assets on a going concern)

9.4. Post the Proposed Transaction RMX, through its ownership RMM Singapore will have a 75% economic interest in the Tapian San Francisco Project and a 100% economic interest in the Batangas Project. We have engaged independent technical specialists Ravensgate to assess the Fair Value of the Projects,

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who have assessed the combined value of the Projects to be in the range of $11,970,000 to $15,600,000, as summarised above.

9.5. Ravensgate have used a Comparable Transaction Method to value both the Batangas and Tapian San Francisco Projects. Ravensgate performed an analysis of relevant gold market transactions in South East Asia and Australia (relevant to Batangas Project). Ravensgate by reference to these comparable transactions has assessed the value of the Batangas Project, based on the number of troy ounces of gold mineral equivalent Resource in the project multiplied by their assessment of the in ground value of a troy ounce of gold.

9.6. Ravensgate derived the value of the Tapian San Francisco Project based on an estimated value per square kilometre of exploration licence with reference to the comparable transactions and multiplied this by the area of the exploration licences which make up the Tapian San Francisco Project. A full copy of the Ravensgate Report is set out at Appendix E.

9.7. RMX will also acquire the other assets and liabilities of RMM Singapore. These include cash, plant and equipment and current and non-current liabilities as set out below. Further details on these assets and liabilities is set out at paragraph 6.21.

		31-May-12
		$
		61,244 17,973 11,468 90,685 4,376 61,435 133,990 199,801 (109,116)

Table 16: RMM Singapore consolidated Pro forma assets and liabilities 31 May 2012 ( Source: RSMBCC Investigating Accountants

Report )

9.8. In our opinion post the Proposed Transaction the opportunity to acquire a new business or project which currently exists to RMX disappears, and consequently post the Proposed Transaction RMX is no longer solely a clean corporate listed shell. Therefore we have only ascribed any value to RMX’s listed corporate shell in our assessment of the Fair Value of an RMX share pre the Proposed Transaction.

9.9. In addition to the costs associated with the Proposed Transaction there is a further $120,000 payable to Cygnet Capital upon successful completion of the Proposed Transaction. As such, this amount has only been reflected in our assessment of the Fair Value of an RMX share post the Proposed Transaction.
9.10. Should the Non-Associated Shareholders approve the Proposed Transaction they will relinquish control of RMX, therefore we have applied a discount to the assessed controlling value of RMX post the Proposed Transactions of 17% to assess the value of an RMX share post the Proposed Transactions on

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a non control basis. This discount has been based on analysis undertaken by RSM Bird Cameron’s 2010 control premium study which implied that minority discounts in transactions involving Australian shares historically have been in the range of 17% to 23%. We have applied a discount at the low end of the observed range on the basis that we consider potential purchasers of RMX would apply a much lower control premium and as such minority discount in valuing RMX given the relative high proportion of cash as a percentage of our assessed controlling value of RMX post the Proposed Transaction.

Partially diluted basis including dilutive impact of 50 million Performance Shares

9.11. The consideration for the Proposed Transaction includes 50 million Performance Shares. The Performance Shares vest into ordinary RMX shares, if within 12 months from settlement of the Proposed Transaction the total amount of JORC compliant Indicated gold Mineral Resource on the Projects increases to 600,000 ounces, and a scoping study has confirmed a minimum of 50% conversion of the 600,000 ounces Gold Resource to a Probable Ore Reserve and that the development of a mine is economically viable on key parameter terms mutually agreed by RMX and Mindoro.
9.12. Ravensgate’s assessment of the Fair Value of the Projects is based on the current Measured and Indicated resources of the Projects and does not take into account any uplift in value which may be created should the performance hurdles be met. However, it is likely that should the performance hurdles be met, the value of Projects will be higher than that currently assessed as the Project will not only have an increased JORC gold resource but will have a scoping study which provides evidence that the extraction of the resource is economically viable.
9.13. Whilst in our opinion there is likely to be an appreciation in the value of the Projects should the performance hurdles be achieved, given:
uncertainty over the exploration expenditure required to achieve the performance hurdles;
difficulties in assessing the probability that the performance hurdles will be met;
the requirements of the VALMIN Code in relation to undertaking valuations of mineral assets; and
uncertainty over the economics of the Projects, which will only be addressed upon completion of a scoping study;

we are unable to quantify this increase in value and factor this into our assessment of the Fair Value of the Projects.

9.14. Therefore our assessment of the dilutive effect of the Performance Shares has been based on our assessment of the current Fair Value of the Projects as assessed by Ravensgate and set out at paragraph 9.4, and reflects no appreciation in value of the Projects which is likely to occur if the Performance Shares vest as summarised in the table below.

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		Implied value of an RMX share post Proposed Transaction including Performance Shares Ref:
			Low High
			$ $
		Value of RMX on an undiluted control basis Table 15 Number of shares on issue post Proposed Transaction Number of Performance Shares issued in the Proposed Transaction Total shares and rights issued post the Proposted Transaction 3.12 Value of an RMX share on an undiluted control basis Less: Minority discount 9.10 Value of an RMX share on an undiluted non control basis	16,060,094 19,690,094 179,060,026 179,060,026 50,000,000 50,000,000 229,060,026 229,060,026 $0.070 $0.086 (0.0120) (0.0170) $0.058 $0.069

Table 17: Implied value of an RMX share post Proposed Transaction including performance shares (net assets on a going concern)

9.15. After reflecting no increase in the value of the Projects and the full dilutive effect of the 50 million Performance Shares, the implied value per share in RMX is the range of $0.058 to $0.069 with a preferred midpoint value is $0.063. We note that the implied value per share is greater than our assessed preferred midpoint Fair Value of an RMX share pre the Proposed Transaction of $0.061. Our assessment of fairness is set out at Section 10 of the Report.

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10. Is The Proposed Transaction Fair?

10.1. Our assessed values of an ordinary RMX share pre and immediately after the Proposed Transaction are summarised in the tables below.

			Valueper Share
Undiluted basis (100 million RMX consideration shares) Fair Value of a RMX share pre Proposed Transaction (Control basis) Fair Value of a RMX share post Proposed Transaction (Non Control basis)		Undiluted basis (100 million RMX consideration shares)	Ref. Low Mid High
			8.24 $0.058 $0.061 $0.063 9.1 $0.075 $0.081 $0.088

Table 18: Comparison of the Fair Value of an ordinary RMX share pre and post the Proposed Transaction on an undiluted basis


		Valueper Share
		Ref. Low Mid High
		8.24 $0.058 $0.061 $0.063 9.14 $0.058 $0.063 $0.069

Table 19: Comparison of the Fair Value of an ordinary RMX share pre and implied value post the Proposed Transaction including Performance Shares

Conclusion on Fairness

10.2. In our opinion, the Proposed Transaction is Fair to the Non-Associated Shareholders, as the assessed preferred midpoint Fair Value of an ordinary RMX share, on an undiluted basis and the implied value on a partially diluted basis reflecting the dilutive impact of the Performance Shares, post the Proposed Transaction is greater than our assessment of the Fair Value of an ordinary RMX share on a control basis pre the Proposed Transaction.
10.3. For the reasons outlined in paragraph 9.13 we consider that, should the performance hurdles be met, it is likely that the fair value of the Projects will increase, however we are unable to quantify this increase. Notwithstanding the fact that our assessment of the implied value of an RMX share post the Proposed Transaction on a partially diluted basis reflects the full dilutive impact of the 50 million Performance Shares and no increase in the fair value of the Projects, the value of an RMX share on this basis post the Proposed Transaction is still greater than pre the Proposed Transaction. Accordingly in our opinion, the Proposed Transaction as a whole, consisting of consideration of 100 million ordinary shares and 50 million Performance Shares is Fair to the Non-Associated Shareholders.

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11. Is The Proposed Transaction Reasonable?

11.1. RG111 establishes that an offer is reasonable if it is fair. Given that we have concluded that the Proposed Transaction is fair to the Non-Associated Shareholders of RMX, the Proposed Transaction is reasonable. Notwithstanding our conclusion of the fairness of the Proposed Transaction, we have given consideration to:
The future prospects of RMX if the Proposed Transaction does not proceed; and
Other commercial advantages and disadvantages to the Non-Associated Shareholders as a consequence of the Proposed Transaction proceeding.

Stated Intentions of Mindoro in relation to the Proposed Transaction

11.2. Mindoro will seek to distribute the 100,000,000 RMX shares issued as consideration (and the remaining 50,000,000 shares which will be issued should the performance hurdles attached to the Performance Shares be met) to its shareholders. However, should Non-Associated Shareholders approve the Proposed Transaction Mindoro will control approximately 55.8% of the voting rights (based on the current capital structure) of the Company until this distribution occurs.
11.3. RMX understands that following completion of the Proposed Transaction Mindoro:
has no intention of making any significant changes to the business of the Company;
has no intention to inject further capital into the Company;
has no intention of making changes regarding the future employment of the present employees of the Company;
does not intend to redeploy any fixed assets of the Company; and
does not intend to transfer any property between the Company and Mindoro.
11.4. However, as Mindoro will be the controlling shareholder, the Non-Associated Shareholders should be aware that Mindoro will have the ability to significantly influence the future operations of the Company should they approve the Proposed Transaction.

Future Prospects of RMX if the Proposed Transaction Does Not Proceed

11.5. If the Proposed Transaction does not proceed, the Company intends to continue to appraise other projects which they identify as potential acquisition targets.

Advantages and Disadvantages

11.6. In assessing whether the Non-Associated Shareholders are likely to be better off if the Proposed Transaction proceeds than if it does not, we have compared various advantages and disadvantages that are likely to accrue to the Non-Associated Shareholders.

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Advantages

– Advantage 1 Proposed Transaction is Fair

11.7. RG 111 states that a transaction is reasonable if it is fair.

– Advantage 2 Diversification into copper and gold exploration in highly prospective region

11.8. The Proposed Transaction provides an opportunity for the Company to acquire gold resources and to diversify into copper /gold exploration.

– Advantage 3 Non greenfield established acquisition

11.9. The acquisition of an existing company, will enable the Company to tap into the established nature of the companies that will be subsidiaries of RMM Singapore following the Restructure and the existing nature of many of the mining and exploration permits, allowing the Company to, at least partially, avoid the start up costs and bureaucratic delay involved in a foreign company acquiring a new company in the Philippines.

– Advantage 4 Strengthens RMX’s management and exploration team.

11.10. Should the Proposed Transaction be approved two of Mindoro’s, current board of directors, Mr Jon Dugdale and Mr Howard Walker will join the RMX Board. The appointment of Mr Dugdale and Mr Walker will expand the Company’s knowledge and skills base, which will also assist the Company to expand in line with its strategy in relation to other potential acquisitions. In addition the Proposed Transaction will secure access to a highly experienced exploration team in the Philippines. Further details on the experience of the directors which are to join the RMX Board is set out at paragraph 1.5 of the Notice of Meeting.

Advantage 5 – Beneficial transaction structure

11.11. Mindoro will seek to distribute the 100,000,000 RMX shares issued as consideration (and the remaining 50,000,000 shares which will be issued should the performance hurdles attached to the Performance be met) to its shareholders. Distributing such a large volume of RMX shares to a new investor group creates a risk that there could be a significant sell down of these securities post the Proposed Transaction, which could have an adverse impact on the price of RMX shares. Under the terms of the SSA the shares and Performance Rights are escrowed for a mandatory ASX period of 12 months from issue, and there is an additional voluntary restriction period of up to 12 months, on the shares issued following the conversion of the Performance Shares. This provides the Non-Associated Shareholders with the opportunity to sell their shares in RMX without being exposed to the sell down risk, should they conclude that the change in nature and scale of the activities is not consistent with their investment objectives. RMX’s Directors have informed us that it is envisaged that a matching facility be established prior to the expiry of the escrow period so any selling of the “Mindoro in specie” distributed RMX shares will be coordinated.

Advantage 6 – Increase in size and scale of activities

11.12. The acquisition of the Tapian San Francisco and Bantangas Projects represents a significant opportunity for the Company to increase the scale of its activities which should increase the number and size of the investor pool that may invest in the Company’s Shares.

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– Advantage 7 Possible Improvement in Liquidity

11.13. RMX Shares have been relatively illiquid with only 1.27% of the total issued capital being traded in the 60 trading days prior to the announcement of the Proposed Transaction. The acquisition of the Tapian San Francisco San Francisco and Bantangas Projects may create increased interest in RMX shares which could improve liquidity and enable the Non-Associated shareholders to sell their shares efficiently.

Disadvantages

Disadvantage 1 – Dilution of Non-Associated Shareholders’ Interests

11.14. The consideration to be paid consists of the issue of 100 million ordinary shares in RMX and 50,000,000 Performance Shares which convert into ordinary shares upon the achievement of certain performance hurdles. Should Non Associated Shareholders of RMX approve the Proposed Transaction their interest in RMX will fall:
On an undiluted basis, from 100% pre to 44.2% post the Proposed Transaction;
On a partially diluted basis (shares and Performance Shares), from 100% pre to 34.5% post the Proposed Transaction; and
On a fully diluted basis (shares, options and Performance Shares), from 100% to 42.4%.

– Disadvantage 2 Change to nature and scale of activities which may not be consistent with objectives of the Non-Associated Shareholders

11.15. The Company will be changing the nature of its activities to become a company focused not only on gold exploration in China, but also on copper exploration activities in the greater Asia region, and, particular to the Proposed Transaction, in the Philippines. The change in the nature of the activities of the Company may not be consistent with the investment objectives of the Non-Associated Shareholders.

– Disadvantage 3 Exposes company to a number of risks associated with settlement of the Proposed Transaction and operating in the Philippines

11.16. The Proposed Transaction exposes the Company to a number of risks, including sovereign risk, and risks associated with the requirement to obtain environmental and other regulatory approvals. Further detail of the specific risk factors associated with the Proposed Transaction is set out at section 1.9 of the Notice of Meeting.

Alternative proposal

11.17. We are not aware of any alternative investment opportunities which RMX are pursuing, or would pursue if the Proposed Transaction did not proceed, at this time.

Response of market to the announcement

11.18. In order to assess the market’s response to the Proposed Transaction, we have analysed the traded share price from the day immediately prior to the announcement, being 29 May 2012 to 20 July 2012, the last day shares were traded up to the date of this Report. This is shown in the graph below .

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Price Volume Graph
0.120 0.9
0.115 0.8
0.110
0.7
0.105
0.6
0.100
0.5
0.095
0.4
0.090
0.3
0.085
0.2
0.080
0.075 0.1
0.070 0.0
30-May-12 06-Jun-12 13-Jun-12 20-Jun-12 27-Jun-12 04-Jul-12 11-Jul-12 18-Jul-12
Price
Volume (in millions)
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Figure 6: RMX share price post the announcement of the Proposed Transaction (Source: S&P Capital IQ)

11.19. The closing share price on the day prior to the announcement was $0.096, the graph shows that RMX’s share price initially dropped to $0.080 before increasing to $0.100 and then peaked at $0.0115.
11.20. The price has since fallen to $0.075 and there has been minimal trade in the Company’s shares since 29 June 2012.
11.21. The Volume Weighted Average Price (“VWAP”) over the period since announcement is $0.093 which compares to a VWAP of $0.103 over the 30 trading days preceding the announcement.
11.22. It therefore appears that the market’s response has been mixed and may still be assessing the impact of the Proposed Transaction albeit controlled by the general poor market conditions.

Conclusion on Reasonableness

11.23. In our opinion, the position of the Non-Associated Shareholders if the Proposed Transaction is approved is more advantageous than the position if it is not approved. Therefore, in the absence of any other relevant information and/or a superior offer, we consider that the Proposed Transaction is Reasonable for the Non-Associated Shareholders of RMX.
11.24. An individual shareholder’s decision in relation to the Proposed Transaction may be influenced by his or her individual circumstances. If in doubt, shareholders should consult an independent advisor.

Yours faithfully

RSM BIRD CAMERON CORPORATE PTY LTD

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A J GILMOUR

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G YATES
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Director Director

APPENDIX A

Declarations and Disclosures

RSM Bird Cameron Corporate Pty Ltd holds Australian Financial Services Licence 255847 issued by ASIC pursuant to which they are licensed to prepare reports for the purpose of advising clients in relation to proposed or actual mergers, acquisitions, takeovers, corporate reconstructions or share issues.

Qualifications

Our report has been prepared in accordance with professional standard APES 225 “Valuation Services” issued by the Accounting Professional & Ethical Standards Board.

RSM Bird Cameron Corporate Pty Ltd is beneficially owned by the partners of RSM Bird Cameron (RSMBC) a large national firm of chartered accountants and business advisors.

Mr Andrew Gilmour and Mr Glyn Yates are directors of RSM Bird Cameron Corporate Pty Ltd. Both Mr Gilmour and Mr Yates are Chartered Accountants with extensive experience in the field of corporate valuations and the provision of independent expert’s reports for transactions involving publicly listed and unlisted companies in Australia.

Reliance on this Report

This report has been prepared solely for the purpose of assisting the Non-Associated Shareholders of Red Mountain Mining Limited in considering the Proposed Transaction. We do not assume any responsibility or liability to any party as a result of reliance on this report for any other purpose.

Reliance on Information

Statements and opinions contained in this report are given in good faith. In the preparation of this report, we have relied upon information provided by the directors and management of Red Mountain Mining Limited and we have no reason to believe that this information was inaccurate, misleading or incomplete. However, we have not endeavoured to seek any independent confirmation in relation to its accuracy, reliability or completeness. RSM Bird Cameron Corporate Pty Ltd does not imply, nor should it be construed that it has carried out any form of audit or verification on the information and records supplied to us.

The opinion of RSM Bird Cameron Corporate Pty Ltd is based on economic, market and other conditions prevailing at the date of this report. Such conditions can change significantly over relatively short periods of time.

In addition, we have considered publicly available information which we believe to be reliable. We have not, however, sought to independently verify any of the publicly available information which we have utilised for the purposes of this report.

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Disclosure of Interest

At the date of this report, none of RSM Bird Cameron Corporate Pty Ltd, RSMBC, Andrew Gilmour, nor any other member, director, partner or employee of RSM Bird Cameron Corporate Pty Ltd and RSMBC has any interest in the outcome of the Proposed Transaction, except that RSM Bird Cameron Corporate Pty Ltd are expected to receive a fee of $20,000 based on time occupied at normal professional rates for the preparation of this Report. In addition RSM Bird Cameron Partners will invoice RMX fees for the provision of due diligence services, taxation and accounting advice in relation to the Proposed Transaction. All fees are payable regardless of whether Red Mountain Mining Limited receives Shareholder approval for the Proposed Transaction, or otherwise.

Consents

RSM Bird Cameron Corporate Pty Ltd consents to the inclusion of this report in the form and context in which it is included with the Explanatory Memorandum to be issued to Shareholders. Other than this report, none of RSM Bird Cameron Corporate Pty Ltd, RSM Bird Cameron Partners or RSMBC has been involved in the preparation of the Notice of General Meeting and Explanatory Statement. Accordingly, we take no responsibility for the content of the Notice of General Meeting and Explanatory Statement as a whole.

APPENDIX B - Glossary

Term or Abbreviation	Definition
$	Australian Dollar
Act	Corporations Act
ASIC	Australian Securities & Investments Commission
ASX	Australian Securities Exchange
Batangas Project	Group of mining and exploration tenements, prospective for
	gold and copper/gold, located in the Batangas region of the
	Philippines
Company	RMX
Control basis	As assessment of the fair value on an equity interest, which
	assumes the holder or holders have control of entity in which
	the equity is held
Cygnet Capital	Cygnet Capital Pty Ltd, corporate advisors to RMX
Debt	The debt owed by RMM Singapore to Mindoro at Settlement
	of approximately $17,000,000 following completion of the
	Initial Restructure
Discounted Cash Flow Method	A method within the income approach whereby the present
(DCF)	value of future expected net cash flows is calculated using a
	discount rate
Egerton	Egerton Gold Philippines Inc, owner of the majority of the
	value tenements which comprise the Batangas Project
Equity	The owner's interest in property after deduction of all
	liabilities
Fair value	The amount for which an asset could be exchanged, or a
	liability settled, between knowledgeable, willing parties in an
	arm’s length transaction

Further Restructure	Transfer of the legal tittle of certain tenements which
	comprise a 75% economic interest in the Batangas Project
	from MRL Gold Phils to Newco (Philippines) which will occur
	after settlement in accordance with the terms of the SSA
Going Concern	An ongoing operating business enterprise

Term or Abbreviation	Definition
ICSG	International Copper Study Group
Initial Restructure	Restructure of the ownership of the Tapian San Francisco
	and Batangas projects which will occur prior to settlement of
	the Proposed Transaction in accordance with the SSA
JORC	Joint Ore Reserves Committee (of the Australian Institute of
	Mining and Metallurgy, Australian Institute of Geoscientists
	and the Minerals Council of Australia).
JORC code	A code developed by the Australian Joint Ore Reserves
	Committee which sets minimum standards for public
	reporting of exploration results, Mineral Resources and Ore
	Reserves.
Mindoro	Mindoro Resources Ltd
MRL Gold Phils	MRL Gold Philippines Inc, 100% wholly owned subsidiary of
	Mindoro
Newco (Philippines)	Newco to be set up in the Philippines as part of the
	Restructure
Non control basis	As assessment of the fair value on an equity interest, which
	assumes the holder or holders do not have control of entity in
	which the equity is held
Non-Associated Shareholders	Current shareholders of RMX
Notice of Meeting	Notice of General Meeting and Explanatory Statement
	prepared for meeting of RMX shareholders on 4 September
	2012
Performance Shares	50 million securities issued to Mindoro as part consideration
	for the Proposed Transaction which convert into ordinary
	RMX shares upon the meeting of certain milestones
Proposed Transaction	The acquisition by RMX of 100% of the shares in RMM
	Singapore for a consideration of 100 million ordinary RMX
	shares and 50 million Performance Shares
Ravensgate	Corvidae Pty Ltd as Trustee for Ravensgate Unit Trust
	trading as Ravensgate. Independent Technical Expert

Term or Abbreviation	Definition
Ravensgate Report	Ravensgate independent technical valuation report on the
	Mindoro's Philippines gold assets, prepared from RSMBCC
Report	Independent Experts Report
Resource (Measured, Indicated	An occurrence of material of intrinsic economic interest in a
or Inferred)	form that provides reasonable prospects for eventual
	economic extraction. These are classified as Measured,
	Indicated or Inferred ore resources based on the JORC code.
Restructure	Restructure of the ownership of the Batangas and Tapian
	San Francisco Projects comprising of the Initial Restructure
	which will occur prior to settlement of the Proposed
	Transaction and the Further Restructure which will occur post
	settlement of the Proposed Transaction
RG 111	Regulatory Guide 111 Contents of Expert's Reports
RMX	Red Mountain Mining Limited
RMM Singapore	Red Mountain Mining (Singapore) Pte Ltd, Singapore
	registered subsidiary of Mindoro recently set up to facilitate
	the Restructure
RSMBCC	RSM Bird Cameron Corporate Pty Ltd
Share Sale Agreement (SSA)	Agreement between RMX and Mindoro for the sale of the
	shares in RMM Singapore to RMX
Tapian San Francisco Project	Group of mining and exploration tenements, prospective for
	gold and copper, located in San Francisco province of the
	Philippines
VALMIN code	Code for the technical assessment and valuation of mineral
	and petroleum assets and securities for independent expert
	reports 2005
VWAP	Volume weighted average share price

APPENDIX C

Sources of Information

In preparing this report we have relied upon the following principal sources of information:

RMX financial report for the year ended 30 June 2011 and the half year ended 31 December 2011
RMX consolidated statement of financial position as at 31 May 2012 and statement of financial performance for the 11 month period ended on that date.
Pro-forma consolidated statement of financial position of RMM Singapore
Notice of General Meeting and Explanatory Statement for the meeting of RMX shareholders to be held on 4 September 2012
Information provided by RMX management through meetings and correspondence
Capital IQ, IBIS World and other financial databases and subscription services
London Metals Exchange
World Gold Council
International Copper Study Group
Publicly available information
RMX ASX announcements
RMX share and option register
Share Sale Agreement
OANDA Currency Converter
Ravensgate Report
Discussions with RMX and Mindoro management and Directors

APPENDIX D

Overview of region and industry

Philippines Overview

The Philippines is comprised of a series of volcanic islands situated in the South West Pacific. Its geological setting is considered to be young and complex and offers many of the best potential sites for the deposition of mineral resources. The chain of 7,107 islands that make up the Philippines stretch 1,850 km northward from Borneo to Taiwan, 1,000 km east-west at its widest point, and has a total land area of 300,000 km2.

There are two major islands: Luzon in the north, with an area of 105,000 km2 and containing the capital city of Manila (population 12 million), and Mindanao in the south with an area of 96,000 km2. Together, they form almost 70% of the total land surface. A group of nine islands that includes the Visayas, comprise most of the remaining area. The total population of the Philippines is approximately 100 million and the official language is Filipino, with English spoken widely as the language of the government and the business community.

Philippine GDP grew 7.3% in 2010, spurred by consumer demand, a rebound in exports and investments, and election-related spending. The economy weathered the 2008-09 global recession better than its regional peers due to minimal exposure to troubled international securities, lower dependence on exports, relatively resilient domestic consumption, large remittances from four- to five million overseas Filipino workers, and a growing business process outsourcing industry.

The Philippines is seeing more inbound investment as investors seek out faster growth from emerging markets. S&P has upgraded the Philippines to BB+, from BBB- as a statement of confidence on the country’s prospects. Recently, the government, in an effort to revitalize the nation's economy, opened up the mining industry and market to foreign investments. The Philippine Mining Act of 1995 was also designed to decrease the risks of initial investment, increase mining exports and encourage joint venture agreements for exploration and production. The Philippines government offers incentives including an initial 6 year income tax holiday (with a possibility to extend by a further 2 years), and a relatively low excise tax rate of 2% on gross revenue.

Philippines Mining Industry

The Philippines is one of the most prolifically mineralized countries in the world, globally ranking third in gold resources, fourth in copper and fifth in nickel1[.] It has the greatest number of proven deposits of metallic and nonmetallic minerals among Southeast Asian countries. There is potential for additional discoveries, since, despite its vast mineral wealth, the Philippines has seen little modern exploration.

There is a large pool of Filipino professional geologists and mining engineers with extensive experience in mineral exploration and mining operations available. English is commonly spoken and understood throughout the archipelago. The Philippines has implemented a Mineral Reporting Code that was patterned on Australia’s JORC. In addition, the Philippines has implemented more liberalised market-listing rules and monitoring of corporate social responsibility.

The current government policy is geared to revitalising mining, this has renewed interest in the industry in the Philippines as evidenced by the presence of major mining companies such as Anglo American, AngloGold Ashanti, BHP Billiton, CVRD, Phelps Dodge, Sumitomo Mining and Xstrata.

1 DJ Carmichael research report on Mindoro Resourced Ltd, September 2011

ASX listed companies working in the Philippines other than Mindoro include: Medusa Mining Ltd, CGA Mining Ltd, Oceana Gold Corporation Ltd, Red 5 Ltd, Lindian Resources Ltd and Pelican Resources Ltd.

Gold industry analysis

Overview (Source: World Gold Council)

Gold is used primarily to make jewellery, as an investment and in industry. The world consumption of new gold produced is about 50% in jewellery, 40% in investments, and 10% in industry/technology.

During 2011, the demand for gold grew 0.4% to 4,067.1 tonnes, worth an estimated US$205.5 billion. Investment was the main driver of growth, although jewellery and technology were resilient in the face of higher gold prices. Record mine production was offset by lower recycling activity and significant central bank purchases.

Supply and demand

Jewellery and technology demand for gold weakened slightly in 2011, although both sectors could be considered relatively robust in the context of double digit increases in the annual average gold prices used in most currencies.

During 2012, the investment sector should continue to draw strength from low real interest rates inflationary pressures. Widespread low real interest rates provide a continued pillar of support to gold demand around the globe, particularly in the wake of the US Federal Reserve’s recent statement that rates could be expected to remain ‘exceptionally low’ through to at least late 2014.

Gold’s role as an inflation hedge should bolster its appeal, particularly in countries such as India, China and Vietnam that continue to be afflicted by high inflation. The economic difficulties being experienced by countries such as Greece, Spain and Italy in Europe has also helped to stimulate investment demand.

Gold demand in the jewellery, investment and technology sectors over the past 3 years and price of gold per ounce over that time period is shown in the chart below.

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Figure 7: Global gold demand (Source: World Gold Council, Global Demand Trends 1[ST] Quarter 2012 Report)

Global demand for gold in the jewellery sector totalled 1.963 tonnes during 2011 which was 3% below 2010, however given a 28% increase in the average annual price, the value of demand grew by 25% to a new record of US$99.2 billion.

Global demand for gold in the technology sector during 2011 totalled 463.5 tonnes which was similar to that recorded in 2010. The value of 2011 demand surged 28% to US$23.4 billion.

Global demand for gold in the investment sector reached a record 1,640.7 tonnes, 5% up on the previous record set in 2010 and with a value of US$82.9 billion.

There are two primary components of gold supply, mine production and recycled gold. Global gold supply during 2011 was 4% below the 2010 level at 3,994 tonnes. This was caused by the increasing rate of net purchasing by the official sector and contraction resulting from lower levels of recycling activity, which was partly offset by a modest year-on-year increase in mine production.

Future outlook

Industry demand is likely to face challenges going forward as some developed markets face potential double dip recessions and export and policy led shakedowns affect emerging markets. Demand for electronics, however has been resilient over the last 2 years despite uncertainty over industrial output. Gold is a key component in the manufacture of semiconductors due to its beneficial material properties. Semiconductor sales, as reported by the Semiconductor Industry Association (SIA), reached a new record in 2011, supporting electronics demand during an uncertain year for industrial activity.

While the jewellery market is likely to face continued difficulties should prices rise in the foreseeable future, there are tentative signs of at least a bottoming out of the decline seen over the past decade. Data on global jewellery demand is often masked by India’s prominence, with the country accounting for almost one third of global demand over the last 5 years. Excluding India, which has seen a temporary slowdown in demand over the past year, global demand has grown for the last 5 consecutive quarters. These gains follow a period of strong declines. In addition, the 10 year decline in the US market, currently the fourth largest by tonnage, also looks to be moderating with 2011 showing a year on year decline of 9%, the lowest since 2005 despite steadily rising prices.

The primary macroeconomic drivers for gold investment demand have been the threat of inflation from food prices and low real deposit rates in emerging markets, with deflation threats in Western markets stemming from the lingering effects of the credit crunch and the current sovereign debt crisis. India and China, as the two largest gold markets are facing pressures from a slowing global economy. While authorities in these two countries dealt a blow to domestic inflation in 2011, they have the means and incentive to tolerate higher inflation through accommodative policy.

On a global basis, a number of factors are likely to push inflation higher in the coming years including smaller output gaps on the back of lower potential growth, wage pressures in emerging markets, central banks tolerance and potential desire for higher inflation, commercial bank capital currently parked with developed market central banks – waiting to be released to the global economy and continuing pressure on commodity prices as supply tightness offsets demand weakness. An outlook involving higher inflation in concert with growth in developed as well as developing markets is very likely to trigger a surge in gold buying with the liquidity drag that the current environment imposes, given gold’s proven inflation hedging properties.

Copper industry analysis

Overview (Source: International Copper Study Group)

Copper is used primarily for electrical and electronic equipment which represents about 42% of its use with construction being the second greatest use at 28%. Other uses include for transportation, consumer goods and industrial machinery.

Copper prices have experienced significant growth in the past 10 years as demand was maintained at high levels before seeing a significant correction in 2008 during the beginning of the global financial crisis (GFC).

Prices, however, quickly recovered in 2010 and hit an all-time high above US$10,000 per tonne in early 2011. Sovereign debt risk pushed prices lower again later in 2011, however copper prices have recently stabilised somewhat above US$8,000 per tonne.

Through this period demand has consistently been high and generally exceeded supply of refined copper.

Supply and demand

Copper has been in a trade deficit (demand exceeds supply) for the past three years which has seen strong prices maintained over this period.

According to preliminary data from the International Copper Study Group (“ICSG”), for 2012, world demand for refined copper is expected to exceed production by about 240,000 tonnes, as supply will continue to lag behind the growth in demand.

In 2013, however, increased output from new and existing mines could reverse the three-year trend, and, based on initial projections, refined copper production could exceed demand by about 350,000 tonnes.

Asia, and in particular China, are the world’s largest consumers and exporters of copper in the current market and this is expected to be maintained in the medium term. The chart below sets out the world copper production and usage by major region in the world.

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World copper production World copper usage
4% 2% 1% 1%
Asia 22% Asia
19%
43% America America
Europe Europe
Africa 14% 62% Africa
Oceania Oceania
32%
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Figure 8: World copper production and usage (Source: London Metals Exchange and International Copper Study Group)

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Prices and future outlook

The global demand for refined copper was in a 358,000 tonne deficit in 2011 according to ICSG. World refined usage grew by 3% to 20 million tonnes, while world refined production grew by the same percentage to 19.63 million tonnes. For December 2011, the market showed a production surplus of 42,000 tonnes.

The chart below shows the historic spot price of copper for the past 12 months to 30 June 2012.

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Copper price per tonne ($US)
$10,500
$10,000
$9,500
$9,000
$8,500
$8,000
$7,500
$7,000
$6,500
30-Jun-11 30-Sep-11 31-Dec-11 31-Mar-12 30-Jun-12
Price ($US/ T)
----- End of picture text -----

Figure 9: One year spot copper price in US$ (Source: S&P Capital IQ)

The prices, while falling from all-time highs in early 2011, are at a strong level by historical standards and are expected to be supported in the near term. Economic uncertainty triggered the sharp fall, however strong demand pushed the prices back above US$8,000 per tonne in early 2012 before another fall triggered by uncertainty in Europe.

ICSG expects the world copper usage in 2012 to grow by only 2.5% from that in 2011 to 20.4 million tonnes. Demand growth in China is anticipated to slow to 3.6% with a contraction in demand expected in Europe. No growth is foreseen for usage in Japan and the U.S. usage is expected to grow by 3.9%.

APPENDIX E

Ravensgate Independent Technical Valuation Report

INDEPENDENT TECHNICAL VALUATION REPORT MINDORO RESOURCES LIMITED PHILIPPINES GOLD ASSETS

for

RSM BIRD CAMERON CORPORATE PTY LTD

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INDEPENDENT TECHNICAL VALUATION REPORT

MINDORO RESOURCES LIMITED PHILIPPINES GOLD ASSETS

for

RSM BIRD CAMERON CORPORATE PTY LTD

29 June 2012

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INDEPENDENT TECHNICAL VALUATION

Prepared by RAVENSGATE on behalf of:

RSM Bird Cameron Corporate Pty Ltd

Author(s): Sam Ulrich Principal Consultant BSc (Hons) Geology, MAusIMM, GDAppFin, FFin. Kate Holdsworth Senior GIS Geologist BSc (Hons) Geology, MAusIMM Peter Stockman Principal Consultant MSc, MAusIMM, MGSA Craig Harvey Principal Consultant NHD Econ. Geology, MGSSA Reviewer:[Don Maclean ] Principal Consultant Msc (Hons) Geol, MAIG, MSEG Date: 29 June 2012

Copies: RSM (2) Ravensgate (1)

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Peter Stockman For and on behalf of: RAVENSGATE

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_______ Craig Harvey For and on behalf of: RAVENSGATE

This report has been commissioned from and prepared by Ravensgate for the exclusive use of RSM Bird Cameron Corporate Pty Ltd. No other person may rely on this report unless specifically permitted to do so by Ravensgate in writing.

Each statement or opinion in this report is provided in response to a specific request from RSM Bird Cameron Corporate Pty Ltd to provide that statement or opinion. Each such statement or opinion is made by Ravensgate in good faith and in the belief that it is not false or misleading.

Each statement or opinion contained within this report is based on information and data supplied by RSM Bird Cameron Corporate Pty Ltd to Ravensgate, or otherwise obtained from public searches conducted by Ravensgate for the purposes of this report. Ravensgate makes no guarantee or representation regarding the accuracy or completeness of any information contained within this report. If any of that information is not accurate or complete, an opinion in this report may be qualified or changed. Ravensgate does not accept responsibility for any errors or omissions in the supplied information and opinions and does not accept any consequential liability arising from commercial decisions or actions resulting from them, whether arising from negligence or any other basis.

Page 3 of 64

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	TABLE OF CONTENTS	TABLE OF CONTENTS
1.	EXECUTIVE SUMMARY ....................................................................................... 8
2.	INTRODUCTION ..............................................................................................11
	2.1	Terms of Reference ............................................................................. 11
	2.2	Qualifications, Experience and Independence ............................................. 12
	2.3	Disclaimer ......................................................................................... 13
	2.4	Principal Sources of Information .............................................................. 14
	2.5	Competent Persons Statements ............................................................... 14
	2.6	Background Information ........................................................................ 15
3.	BATANGAS PROJECT (100% ECONOMIC INTEREST) ..................................................16
	3.1	Introduction ...................................................................................... 16
	3.2	Tenure ............................................................................................. 16
	3.3	Regional Geology ................................................................................ 17
	3.4	Batangas Project Geology ...................................................................... 17
		3.4.1 Deposit Types ....................................................................... 18
		3.4.2 Mineralisation ...................................................................... 18
	3.5	Exploration ........................................................................................ 19
		3.5.1 Historic Exploration ............................................................... 19
		3.5.2 Current Exploration ............................................................... 19
	3.6	Prospect Areas ................................................................................... 22
		3.6.1 Archangel ............................................................................ 22
		3.6.2 Lobo .................................................................................. 22
		3.6.3 El Paso ............................................................................... 23
		3.6.4 Talahib ............................................................................... 24
	3.7	Project Potential and Mineral Resources Estimates ....................................... 24
		3.7.1 Batangas Resource Estimates .................................................... 24
		3.7.2 Batangas Project Potential ...................................................... 27
4.	TAPIAN	SAN FRANCISCO PROSPECT, MINDANAO ISLAND PHILIPPINES (75% INTEREST) ......29
	4.1	Introduction ...................................................................................... 29
	4.2	Tenure ............................................................................................. 29
	4.3	Geology ............................................................................................ 29
	4.4	Exploration ........................................................................................ 30
	4.5	Tapian Project Potential ....................................................................... 32
5.	VALUATION ...................................................................................................33
	5.1	Introduction ...................................................................................... 33
	5.2	Previous Mineral Asset Valuations ............................................................ 35
	5.3	Material Agreements ............................................................................ 35
	5.4	Philippines Country Risk ........................................................................ 35
	5.5	Comparable Transactions ...................................................................... 37
		5.5.1 Reported Market Transactions .................................................. 38
		5.5.2 Commodity Prices .................................................................. 55
	5.6	Mineral Asset Valuations........................................................................ 57

Page 4 of 64

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		5.6.1 Batangas Gold and Copper Project, Philippines .............................. 57
		5.6.2 Tapian San Francisco Copper-gold Prospect, Mindanao, Philippines ..... 58
	5.7	Valuation Summary .............................................................................. 59
6.	TENEMENT DETAILS ........................................................................................60
		*Note*: A number of tenements currently under application have been omitted from
		the table above and are not included in the valuation process. These are: ........ 60
		Batangas; EPA - IVA - 93, 102,103 and 106 ................................................. 60
		Tapian; EPA – 106-XIII, EPA-88-XIII ........................................................... 60
7.	REFERENCES .................................................................................................61
8.	GLOSSARY ....................................................................................................62

Page 5 of 64

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LIST OF TABLES

Table 1 Mindoro Summary Mineral Resource Estimate ...................................................... 9 Table 2 Mindoro – Summary Project Technical Valuation in Respective Ownership Terms .......... 10 Table 3 Historic Activities within the Archangel Project Area ........................................... 19 Table 4 Significant Results from the 2011 Mindoro Lobo Drilling Program (after Mindoro, 2011) . 20 Table 5 Significant Results from the 2011 Mindoro Archangel Drilling Program (after Mindoro, 2012) ............................................................................................................ 20 Table 6 Classified NI 43-101 resource statement for the Batangas Project, Kay Tanda and Pulang Lupa Resources with grade and tonnage reported for gold (Au), silver (Ag) based on domains established for each element individually (after Cox, 2010) ......................................... 26 Table 7 Classified NI 43-101 resource statement for the Batangas Project, Southwest Breccia Resource with grade and tonnage reported for gold (Au), based on domains established styles of mineralisation (after Bailey, 2005) .................................................................... 26 Table 8 Historic Activities within the Tapian San Francisco Project Area .............................. 30 Table 9 Market Transactions Involving Gold Exploration Projects with Low to High-Confidence Mineral Resource within South East Asia ................................................................. 39 Table 10 Summary of Market Transactions Involving Gold Exploration Projects with Low to HighConfidence Mineral Resource within Europe ............................................................. 44 Table 11 Market Transactions Involving Gold Exploration Projects at the Exploration Area Stage within Australia ............................................................................................... 45 Table 12 Mindoro – Comparative Transactions Valuation for the Batangas Project ................... 58 Table 13 Mindoro – Summary Valuation for their Projects ................................................. 59 Table 14 Project Tenement Details MRL Gold Philippines .................................................. 60

Page 6 of 64

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LIST OF FIGURES

Figure 1 Locality Map of Mindoro Resources Limited’s Philippines Projects ........................... 15 Figure 2 Locality Map of Mindoro Resources Limited’s Batangas Projects .............................. 16 Figure 3 Locality of the Batangas Project Resources and Prospects ..................................... 21 Figure 4 Locality of the Tapian San Francisco Project (after Mindoro, 2012).......................... 29 Figure 5 Tapian-San Francisco Project, Prospect Location, (after Mindoro, 2012) ................... 32 Figure 6 Gold Five Year Monthly Average Price Chart to May 2012 ...................................... 55 Figure 7 Copper Five Year Monthly Average Price Chart to May 2012 ................................... 56 Figure 8 Silver Five Year Monthly Average Price Chart to May 2012 .................................... 56

Page 7 of 64

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1. EXECUTIVE SUMMARY

Corvidae Pty Ltd ATF Ravensgate Unit Trust T/As Ravensgate (Ravensgate) has been commissioned by RSM Bird Cameron Corporate Pty Ltd (RSM) on behalf of Red Mountain Mining (Red Mountain) to provide an Independent Technical Valuation of these Projects. The Independent Valuation Report was prepared by Ravensgate for inclusion in the Independent Expert’s Report (IER) to be prepared by RSM. The objective of this report is to provide a VALMIN (2005) compliant valuation and technical assessment of Mindoro’s exploration projects located in the Philippines. Ravensgate understands that Red Mountain Mining, a company listed on the Australian Securities Exchange (the Client ) has engaged RSM Bird Cameron Corporate Pty Ltd to prepare an Independent Experts Report in relation to Red Mountain’s proposed acquisition of Mindoro’s Mineral assets listed below. Mindoro’s Projects are divided into projects that are owned 100% by Mindoro, the Batangas Project on Luzon and the Tapian San Francisco Project on Mindanao that is under a joint venture agreement, where Mindoro currently has a 75% interest. The projects included in this report are as listed below.

Mineral Asset � Batangas Project (Au+Cu) � Tapian San Francisco Prospect	Mindoro Ownership %
	100% 75%

Mindoro’s Projects are located in the Republic of the Philippines on the islands of Luzon and Mindanao. The Archangel Project and Lobo projects on Luzon have each had previous Mineral Resource Estimates completed and throughout the Batangas project area exploration targets are defined. Tenement details have been compiled for detailed review and are appended at the end of this report.

The Batangas project is located within a belt of known copper and gold mineralisation consisting of altered volcanics intruded by andesite, diorite and dacite which are overlain in places by younger volcanics. The project includes both high and low sulphidation gold systems at Kay Tanda (Archangel) and at Lobo, a series of epithermal lodes and breccias have been mapped over a combined strike length of 5km. SW Breccia is the most significant of these. A number of prospects have been identified throughout the Batangas project area.

The Tapian San Francisco project is located in the Surigao Del Norte province of Mindanao, Republic of the Philippines. The Philippine Fault has an important structural control on porphyry copper-gold and epithermal gold mineralisation. The northern part of the Tapian San Francisco Project overlaps a large intrusive complex that host a number of porphyry systems. The alteration at Tapian San Francisco is characteristic of large hydrothermal copper-gold systems. A number of prospects have been identified throughout the Tapian San Francisco project area.

Further exploration work remains to be carried out in order to help improve geological understanding, to generate or investigate exploration targets and to update Mineral Resources and associated ongoing economic studies (where defined and as further work progresses) within the project areas. Ravensgate’s considered opinion is that the projects are of merit and worthy of further exploration.

The valuation presented in this report was completed on behalf of RSM. The valuation has been completed with information provided by and with the full support of Mindoro. The applicable valuation date is 27 June 2012. The Mineral Assets within Mindoro’s Projects vary from Exploration Areas through to Advanced Exploration Area mineral assets. A reported Mineral Resource as defined by the NI 43-101 Reporting guidelines of Exploration

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Results, Mineral Resources and Ore Reserves has been defined for the Archangel (Kay Tanda) and Lobo (South West Breccia) Projects. The Mineral Resource estimate has been carried out by Mindoro and is reproduced below in Table 1. Further discussion of the resource estimation and other project details for the projects is described within the main body of this report. Competent Person statements are listed in Section 2.5.


*Table 1 Mindoro Summary Mineral Resource Estimate* Batangas Mineral Resource (May 2012)
	Archangel, Kay Tanda and Pulang Lupa Deposits
Classification	Tonnes (Mt)	Gold Grade (g/t Au)	Silver Grade (g/t Ag)	Au (oz)	Ag (oz)
Measured	5.74	1.12	5.55	205,700	1,022,600
Indicated	4.14	0.99	3.04	131,800	405,200
Inferred	3.74	0.81	1.75	97,500	210,800
	Lobo, Southwest Breccia Resource
Indicated	0.27	6.49		56,500
Inferred	0.06	5.35		10,500

Notes: Differences may occur due to rounding errors

Ravensgate carried out a site visit to the Batangas Gold and Copper Project in the Philippines as part of the process of producing this report from the 19[th] to 21[st] June 2012. As part of the site visit Ravensgate completed a review of the Batangas’ project technical aspects, including previous work, geology, planned exploration and exploration potential in order to assist in the valuation. Ravensgate is of the opinion that on limited review, the site visit reasonably covered all significant areas for the purposes of this report. Ravensgate did not visit the Tapian project area but is satisfied that there is sufficient current information available to allow an informed appraisal to be made without including a site inspection and is of the opinion that no significant additional benefit would have been gained through a site visit to the area at this stage. Ravensgate has concluded that the Mindoro’s Projects are of technical merit and is worthy of conducting further review and exploration.

A summary of the Mindoro’s Projects valuation in their respective ownership percentage terms is provided in Table 2 below. The applicable valuation report date is 27 June 2012 and is derived from an analysis of the resource bases in conjunction with the Comparable Transactions valuation method. The value of Mindoro’s listed projects is considered to lie in a range from $11.97M to $15.60M, within which Ravensgate has selected a preferred value of $13.78M.

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Table 2 Mindoro – Summary Project Technical Valuation in Respective Ownership Terms

*Table 2 Mindoro – Summary Project Technical Valuation in Respective* *Ownership Terms*	*Table 2 Mindoro – Summary Project Technical Valuation in Respective* *Ownership Terms*	*Table 2 Mindoro – Summary Project Technical Valuation in Respective* *Ownership Terms*	*Table 2 Mindoro – Summary Project Technical Valuation in Respective* *Ownership Terms*	*Table 2 Mindoro – Summary Project Technical Valuation in Respective* *Ownership Terms*	*Table 2 Mindoro – Summary Project Technical Valuation in Respective* *Ownership Terms*
Project	Mineral Asset	Ownership %		Valuation
			Low $M	High $M	Preferred $M
Archangel Resource	Advanced Exploration Area	100%	10.23	13.13	11.68
Lobo Resource	Advanced Exploration Area	100%	1.48	1.90	1.69
Batangas Cu-Au Targets	Exploration Area	100%	0.25	0.55	0.40
Tapian San Francisco	Exploration Area	75%	0.01	0.03	0.02
Combined Projects	All Listed Projects	75% & 100%	11.97	15.60	13.78

* The combined valuation has been compiled to an appropriate level of precision and minor rounding errors may occur

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2. INTRODUCTION

2.1 Terms of Reference

Corvidae Pty Ltd ATF Ravensgate Unit Trust T/As Ravensgate (Ravensgate) has been commissioned by RSM Bird Cameron Corporate Pty Ltd (RSM) to provide an Independent Technical Valuation over Mindoro Resources’ Philippines gold/copper mineral assets consisting of:

Batangas Project (Au + Cu), Luzon, Philippines;
Tapian San Francisco (Cu + Au), Mindanao, Philippines;

The Independent Valuation Report was prepared by Ravensgate for inclusion in the Independent Expert’s Report (IER) to be prepared by RSM. Ravensgate understands that Red Mountain Mining (Red Mountain), a company listed on the Australian Securities Exchange (the Client ) has engaged RSM Bird Cameron Corporate Pty Ltd to prepare an Independent Experts Report in relation to Red Mountain’s proposed acquisition of the above mentioned Mineral assets. Mindoro’s projects are divided into two areas owned 100% by Mindoro and those that are under a joint venture agreement, where they presently have a 75% interest. Ravensgate understands that all the project tenements in the Philippines are held in good standing.

Ravensgate has not independently verified the current status of the tenements that are referred to in this report as set out in the Tenement Schedule in Table 15 of this report, as this is a matter for independent legal experts. Ravensgate has not reviewed the material contracts relating to the mineral assets of Mindoro and is not qualified to make legal representations in this regard.

The objective of this report is to provide a VALMIN (2005) compliant valuation and technical assessment of Mindoro’s Projects. The work has been commissioned by RSM. The IER will be included in Red Mountain’s Notice of General Meeting and may be distributed to shareholders or investors in the form and context in which it appears within that report.

Ravensgate carried out a site visit to the Batangas project in the Philippines in preparing this report. The site visit to the Batangas project on Luzon Island was undertaken by Mr Craig Harvey, Principal Consultant (Geologist) of Ravensgate on the 18-21 June 2012. Mr Harvey was accompanied by Red Mountain’s site manager Mr Tony Climie who is the Chief Operating Officer and Exploration Director of Mindoro Resources. As part of the site visit Ravensgate completed a review of the project technical aspects, including previous work, geology, resource estimation, planned exploration and exploration potential in order to assist in the valuation. Ravensgate is of the opinion that on limited review, the site visit reasonably covered all significant areas for the purposes of this report. Ravensgate is satisfied that there is sufficient current information available to allow an informed appraisal to be made without including a site inspection of the Tapian San Francisco project and is of the opinion that no significant additional benefit would have been gained through a site visit to this area at this stage. Ravensgate has concluded that the Projects are of technical merit and are worthy of conducting further review and exploration.

This report does not provide a valuation of Mindoro as a whole, nor does it make any comment on the fairness and reasonableness of any proposed transaction between any two companies. The conclusions expressed in this Independent Technical Valuation are valid as at the Valuation Date (27 June 2012). The review and valuation is therefore only valid for this date and may change with time in response to changes in economic, market, legal or political factors, in addition to ongoing exploration results. All monetary values included in this report are expressed in Australian dollars (A$) unless otherwise stated.

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This report has been prepared in accordance with the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (The VALMIN Code) as adopted by the Australasian Institute of Mining and Metallurgy (AusIMM) in April 2005. The report has also been prepared in accordance with ASIC Regulatory Guides 111 (Contents of Expert Reports) and 112 (Independence of Experts). The Independent Technical Valuation report has been compiled based on information available up to and including the date of this report.

2.2 Qualifications, Experience and Independence

Ravensgate was established in 1997 and specialises in resource modelling and resource estimation services. The company has worked for major clients globally, including Freeport at Grasberg Mine, Ok Tedi Gold Mine in Papua New Guinea, Goldfields in Ghana, BHP in Western Australia and many junior resource companies which are ASX (Australian Securities Exchange), TSX (Toronto Stock Exchange) or AIM (London Stock Exchange) listed companies. Ravensgate has focused upon providing resource estimations, valuations, and independent technical documentation and has been involved in the preparation of Independent Reports for Canadian, Australian, United States and United Kingdom listed companies.

Author: Sam Ulrich, Principal Consultant. BSc (Hons) Geology, GDAppFin, MAusIMM, FFin.

Sam Ulrich is a geologist with over 15 years’ experience in near mine and regional mineral exploration, resource development and the management of exploration programs. He has worked in a variety of geological environments in Australia, Indonesia, Laos and China primarily in gold, base metals and uranium. Prior to joining Ravensgate Sam worked for Manhattan Corporation Ltd a uranium exploration and resource development company in a senior management position. Mr Ulrich holds the relevant qualifications and experience as well as professional associations required by the ASX, JORC and VALMIN Codes in Australia 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’.

Author: Peter Stockman, Principal Consultant. MSc Applied Geology, MAusIMM.

Peter Stockman is a geologist employed by Ravensgate as a Principal Consultant with over 25 years mineral industry experience gained in exploration, resource development and operational roles across a broad range of commodities; gold, nickel, uranium, iron ore, tantalum/tin, copper and gold/copper. He has gained this experience while working in various geological settings in Australia, Africa, SE Asia and PNG. Prior to joining Ravensgate Peter has held a number of senior technical or geological management positions with several companies including Sinosteel Midwest, Placer Dome (Tanzania), Golden Star Resources, WMC Resources, Oxiana, ERA (North Ltd), Newcrest, and most recently, Global Advanced Metals. In these roles he has gained extensive experience focussing particularly on system improvements while increasing the geological understanding in operating open cut and underground mines. Peter has been responsible for planning and managing large exploration and resource development projects, working on feasibility study teams and evaluation of new business or acquisition opportunities. Mr. Stockman holds the relevant qualifications and professional association membership required by the ASX, JORC and ValMin Codes.

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Co-author: H. Kate Holdsworth, Senior GIS Geologist. BSc (Hons) Geology, MAusIMM

Kate Holdsworth is a senior GIS geologist with over 17 years GIS experience who joined the Ravensgate team in September 2006. During her tenure at Ravensgate, she has contributed to the compilation of numerous Independent Geologists Reports, Valuation Reports, GIS projects as well as having assisted clients with their exploration reporting requirements and QA/QC investigations into client’s data quality. Prior to joining Ravensgate, she worked for Giscoe Pty Ltd, a GIS company in Johannesburg, for ten years, where she was involved in diverse GIS projects, including database creation, database population and data validation. Kate has four years’ experience in GIS with the Geological Survey of South Africa, where she was a member of their GIS database design team.

Co-author: Craig Harvey, Principal Consultant NHD Econ Geology, MGSSA

Craig Harvey has had extensive experience of over 18 years in exploration geology, production geology, resource modelling and due diligence investigations. He has worked extensively within Southern Africa as well as offshore in Canada, Australia and Asia, conducting due diligence investigations across various operations from grassroots exploration properties to producing mines. Prior to joining Ravensgate, Craig has worked for Gold and Uranium producers Simmer and Jack Mines and First Uranium Corporation. Prior to this, he worked for Transvaal Gold Mining Estates modelling mineral resources from producing mines and managing exploration activities across extensive properties in a hydrothermal gold environment. He has worked for Harmony Gold Mines where he was part of the change management and due diligence team related to Harmony’s growth strategy. He started his career with Gold Fields and gained production geology experience across a broad range of the operating mines in various commodities including gold, platinum and coal. Mr Harvey holds the relevant qualifications and professional associations required by the ASX, JORC and VALMIN Codes in Australia.

Peer Reviewer: Don Maclean, Principal Consultant - Geology, Ravensgate – MSc Hons (Geology), MAIG, MSEG.

Don Maclean is a geologist with over 18 years’ experience in exploration geology, mine geology, resource modelling and project management throughout Australia, New Zealand, Southeast and Central Asia, Greenland, Africa and Europe. He has worked in a variety of commodities, including precious and base metals. Prior to joining Ravensgate, Don was the Chief Geologist for Ironbark Zinc where he was responsible for managing exploration and resource development work at the Citronen Fjord Zinc project in Greenland. Prior to this, Don worked for Newmont and Normandy throughout Australasia in a variety of senior exploration and mine based roles. Don was instrumental in the discovery and development of the 1.5 Million ounce Westside Gold Deposit at Nimary-Jundee in Western Australia. Don has a broad skill base, having worked in regional and near mine exploration, resource development, open pit and underground geology as well as senior company management roles. He has extensive experience in planning and managing large exploration projects, working on feasibility study teams, technical audits, resource generation, and exploration target generation. He has worked in a variety of geological terranes ranging from the high Arctic to the arid deserts of Australia. Mr. Maclean holds the relevant qualifications and professional associations required by the ASX, JORC and ValMin Codes in Australia and is a Qualified Person under the rules of the CIMM and NI43-101.

2.3 Disclaimer

The Authors of this report, and Ravensgate, have no prior association with Mindoro in regard to the mineral assets and have no interest in the outcome of the technical assessment.

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Ravensgate is independent of Mindoro, its directors, senior management and advisors and has no economic or beneficial interest (present or contingent) in any of the mineral assets being reported on. Ravensgate is remunerated for this report by way of a professional fee determined in accordance with a standard schedule of commercial rates, which is calculated based on time charges for review work carried out, and is not contingent on the outcome of this report.

The relationship with Mindoro is solely one of professional association between client and independent consultant. None of the individuals employed or contracted by Ravensgate are officers, employees or proposed officers of Mindoro or any group, holding or associated companies of Mindoro.

The report has been prepared in compliance with the Corporations Act and ASIC Regulatory Guides 111 and 112 with respect to Ravensgate’s independence as experts. Ravensgate regards RG112.31 to be in compliance whereby there are no business or professional relationships or interests which would affect the expert’s ability to present an unbiased opinion within this report.

This report has been compiled based on information available up to and including the date of this report. The statements and opinions are based on the reference date of 12 June 2012 and could alter over time depending on exploration results, mineral prices and other relevant market factors.

Ravensgate consents to this report being distributed, in full, in the form and context in which the technical assessment in provided, for the purpose for which this report was commissioned. Ravensgate provides its consent on the understanding that the assessment expressed in the individual sections of this report will be considered with, and not independently of, the information set out in full in this report.

2.4 Principal Sources of Information

The principal sources of information used to compile this report comprise technical reports and data variously compiled by Mindoro Resources Limited (Mindoro) and their partners or consultants, publically available information such as ASX releases, government reports and discussions with Mindoro’s technical and corporate management personnel. With the consent of Mindoro, other general report contents describing the regional geology, historical exploration and current exploration has been reproduced verbatim from a number of Mindoro internal and publically available reports. A listing of the principal sources of information is included in the references attached to this report

Ravensgate has 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 also provided to Mindoro, prior to finalisation by Ravensgate, requesting that Mindoro identify any material errors or omissions prior to its final submission.

2.5 Competent Persons Statements

The information in this report that relates to the Mineral Resources as described in Section 0 has been generated by the nominated competent person, Mr Dallas Cox in relation to the Kay Tanda resource and Mr David Bailey in relation to the Southwest Breccia resource. The competent persons statement is shown below.

The information in this report that relates to Mineral Resources (Section 3.7.1) is based on information compiled by Mr Dallas Cox, and Mr David Bailey. Mr Cox and Mr Bailey are independent consultants to Mindoro Resources Limited and have sufficient experience relevant to the styles of mineralisation and type of deposit under consideration and to the subject matter of the report to qualify as Qualified Persons defined in the NI 43-101 requirements. Messrs. Bailey and Cox consent to the inclusion in the report of the matters based on information in the form and context in which they occur.

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2.6 Background Information

The projects discussed in this report are located in the Philippines. Locality maps of the projects are presented in Figure 1 below. A summary of the tenement details is listed in Table 15 at the end of this report. Report file references and a glossary of terms are also included at the end of this report. Ravensgate understands that the project tenements are held in good standing. Ravensgate makes no other assessment or assertion as to the legal title of tenements and is not qualified to do so. A brief overview of the projects is outlined in Sections 3 to 10. The Independent Valuation of Mindoro’s Philippines projects are outlined in Section 11.

Figure 1 Locality Map of Mindoro Resources Limited’s Philippines Projects

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3. BATANGAS PROJECT (100% ECONOMIC INTEREST)

3.1 Introduction

The project is located in the province of Batangas on the island of Luzon in the Republic of the Philippines (Figure 2). It consists of four sub-projects (El Paso, Lobo, Talahib and Archangel) of which two have had mineral resource estimates completed. These are for Kay Tanda (Kay Tanda and Pulang Lupa prospects) within Archangel and SW Breccia within Lobo.

The Philippines experiences dry and wet seasons. The dry season is from December to May and the wet season is from June to November. The rain is monsoonal and the Philippines also experience tropical cyclones. The project is located approximately 115km south of Manila, the capital of the Philippines. The project can be accessed via sealed roads from Manila and the last 30km to the project the roads are unsealed

3.2 Tenure

The project consists of ten concessions, two are Mining Permit Sharing Agreements and eight Exploration Permits. In total these cover an area of 243.5km[2] . The details for the concessions are listed in (Table 15).

Figure 2 Locality Map of Mindoro Resources Limited’s Batangas Projects

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3.3 Regional Geology

The Philippines is comprised of a series of island arc terranes that have been accreted during the Pliocene. The Island of Luzon is bound to the east by the Manila Trench and the west by the East Luzon Trench. The Philippine Mobile Belt occupies the zone of deformation and magmatic activity that occurs between these trenches and covers most of the Philippines. This belt is interpreted as an agglomeration of island arcs. The Philippine Fault occurs within this zone and forms an arcuate set of fault structures extending from northern Luzon to southern Mindanao (Barton et al, 2012).

The project is located at the southern end of the north-west trending West Luzon Volcanic Arc. Late Miocence to Recent volcanic centres form part of the West Luzon Arc of which the Talahib and Lobo volcanic centres are within the project area. Extensional structures are interpreted to have focused magmatism and controlled hydrothermal systems (Barton et al, 2012).

The project is transected by a series of north-west trending structures, parallel to the West Luzon Arc and north-east trending structures perpendicular to the West Luzon Arc which are considered to be possible extensional structures (Barton et al, 2012).

The Arc consists of Eocene to Miocene basaltic to andesitic volcanic breccias, volcaniclastic rocks, limestones, shales, and conglomerates (Barton et al, 2012).

3.4 Batangas Project Geology

The Batangas Project is located within a belt of known copper and gold mineralisation consisting of altered volcanics intruded by andesite, diorite and dacite which are overlain in places by younger volcanics.

The San Juan Formation (Oligocene) is the oldest unit in the Batangas Project area. It is comprised of metavolcanics (basalts and andesite) with indurated greywacke and ferruginous shale. The San Juan Formation also includes contact metamorphic rocks that developed around quartz diorite intrusions.

The San Juan batholith (Early Miocene) is a zoned quartz diorite intrusion 20 by 12 kilometres in diameter which intrudes the San Juan Formation forming an extensive contact-metamorphic aureole. The Taysan porphyry Cu deposit of Freeport McMoRan lies near the northwest margin of the batholith although it is interpreted to be related to younger dacite intrusions. Malacite staining associated with late stage fluids is common along the southern margins of the batholith. A dacite dyke (Early to Middle Miocene) intrudes the San Juan batholith and has a K-Ar age of 14.8Ma (Middle Miocene). The Middle Miocene Talahib Volcanic Sequence is comprised of a thick succession of andesite and dacite flows and tuffs formed by multiple volcanic episodes. The Talahib Volcanic Sequence hosts the bulk of the mineralisation at the Kay Tanda prospect.

The Balibago Diorite Complex (Middle Miocene) is an intrusive suite that is comprised of a number of generations of diorite stocks and dykes. At Kay Tanda the diorite bodies are encountered in the lower parts of the drill sections where they intrude the Talahib Volcanic Sequence. Dagatan Wacke (Middle Miocene), comprises feldspathic and volcanic wackes with a thickness of twenty metres. It has been noted in places that the wacke rest unconformably on the San Juan Formation ie a hiatus in deposition between the Oligocene and Middle Miocene.

The Calatagan Formation (Late Miocene to Early Pliocene) is comprised of tuffaceous marine silt stone and coralline limestone which overlies the Talahib Andesite.

Dacite Porphyry Intrusions (Pliocene) are porphyritic with coarse quartz phenocrysts. The ground mass is hydrothermally altered.

The Balibago Andesite (Pliocene), the Mataas Nagulod Caldera Complex has a diameter of three to 4.5 kilometres and is comprised of pyroclastic flows and lahars.

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Pinamucan Formation (Pliocene ) is a sequence of conglomerate, sandstone and shale that rests unconformably on the Tolos quartz diorites and meta-volcanics of the San Juan Formation.

The Taysan Tuff overlies all other volcanic rocks in the district it is a sub-aerial ash fall vitric tuff that is up to 20m thick and is thought to have erupted from one of the large caldera forming eruptions that lie along the Macolod Corridor.

The Reefal Limestone (Pleistocene) is a reef limestone that unconformably overlies the Taysan Tuff. The unit is present in the southwest portion of the Archangel sub-project. Close to the present shoreline.

3.4.1 Deposit Types

Deposit types in the area include the Taysan Porphyry Copper-Gold Deposit which is adjacent to the Mindoro Batangas Project and also includes the Dizon, Tapian, San Antonio and Mogpog Porphyry Copper-Gold Deposits to the north. Several of these have been mined.

Copper-gold porphyries are characterised by porphyry intrusions, extensive stock work of mineralised veins and high grade supergene mineralisation.

The principal types of deposits that are the focus of Mindoro’s exploration on the Batangas Project include porphyry copper-gold deposits, low- to intermediatesulphidation epithermal deposits including hydrothermal breccia-hosted, bulk stockwork and bonanza vein-style gold deposits, as well as structurally-controlled high-sulphidation epithermal copper-gold vein systems. These types of deposits are typically associated with intrusive centres of diorite to quartz diorite composition that are commonly exposed and unroofed from the deeper parts of volcanic centres in island and continental volcanic arcs (Rohrlach et al, 2008).

3.4.2 Mineralisation

Kay Tanda (Archangel)

A summary of the mineralisation style at Kay Tanda and Pulang Lupa is listed below (Rohrlach, 2012).

A deep porphyry-style alteration system (sericite-chlorite and quartz-sericite-pyrite).
A shallow level and early-stage high-sulphidation-style acid alteration system (barren).
An overprinting stockwork of Au-Ag mineralised, chalcedonic veins that define a low sulphidation event that is associated with the principal Au-Ag resource (low-grade).
A late-stage quartz-carbonate-base metal mineralising event that is restricted to discrete and likely NW-trending structures (sporadically high-grade).
Details of the resource are in section 3.7.1.1.

SW Breccia (Lobo)

At Lobo, a series of epithermal lodes and breccias have been mapped over a combined strike length of 5km. SW Breccia is the most significant of these and is where an NI 43–101 compliant Mineral Resource was defined in 2004 (Mindoro, 2010). Details of the resource are in section 3.7.1.2.

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3.5 Exploration

3.5.1 Historic Exploration

The Archangel project area has been historical worked with evidence of adits, test pits and small underground workings which exploited narrow higher grade gold bearing veins at the Kay Tanda prospect. The past history of the project area is listed in Table 3.

Table 3 Historic Activities within the Archangel Project Area

*Table 3 Historic Activities within the Archangel Project Area*	*Table 3 Historic Activities within the Archangel Project Area*	*Table 3 Historic Activities within the Archangel Project Area*
Company	Date	Comment
Sumitomo Mining Corporation	1970s	Explored for porphyry copper mineralisation, two holes were drilled no significant results were returned.
Philippines Mines and Geosciences Bureau	1975	Reconnaissance mapping, sampling and geophysical surveys.
Western Mining Corporation (WMC)	1988	Undertook geological mapping, rock chip sampling, surface soil sampling, trenching, and ground magnetic surveys. From the results Kay Tanda was identified as a target. WMC drilled seven core holes for 1,002m.
Chase Minerals of Canada JV BHP Minerals Limited	1998	Drilled 13 RC holes, nine at Kaya Tanda and four at the Pulang Lupa prospect. Resulting in the intersection of alteration and low grade gold mineralisation.
Egerton and Mindoro	2000	Exploration consisted of geological mapping, soil grid sampling, channel sampling an IP survey and further drilling. This resulted in further definition of Kaya Tanda and Pulang Lupa.
	2002	Reconnaissance programs demarcated a 1.5km by 1.5km gold and copper geochemical anomaly at Archangel. A resource was estimated for Kaya Tanda and Pulang Lupa.
Mindoro and Avocet Minerals (farm in agreement)	2006-2007	Percussion and diamond drilling was completed.
	2009	Avocet drilled 14 holes for 2,042m. The previous mineralised domains were remodelled.

3.5.2 Current Exploration

Activities undertaken by Mindoro have included logging of some historic core as well as metallurgical analysis of selected core. The results of the metallurgical testing have indicated that gold and copper can be recovered from the oxide and sulphide zones. A drilling program has been drilled consisting of 13 holes for 2,830m, four within the current resource area and eight to test an area of inadequate previous testing.

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Reconnaissance exploration work was undertaken during 2011 consisting of a review of remote-sensing imagery. This resulted in the identification of exploration targets some of which corresponded with known prospects. Follow up field interpretations, data review and surface rock-chip sampling was implemented.

During 2011 Gold Fields Ltd (Gold Fields) carried out a diamond drilling program on the El Paso and Lobo sub-projects. A total of 16 holes were drilled for 4,296m. The best results from the program were:

El Paso - 42m of 0.50% copper from 6m (EPDD001), mineralisation has porphyry related characteristics.
El Paso - 19.85m of 0.29% copper from 43.45m (EPDD002), mineralisation has porphyry related characteristics.
Lobo – 7.7m at 1.93g/t gold from 101.3m (LBDD001), mineralisation is related to low sulphidation epithermal vein breccia trends.
Lobo – 7.2m at 0.50% copper and 0.74g/t gold from 50.3m (LBDD006), mineralisation is related to low sulphidation epithermal vein breccia trends.

During August 2011 Mindoro undertook an eight hole infill and extension drilling program at SW Breccia (Lobo) for a total of 700m. From the results obtained 375.4m returned greater than 1g/t Au with the best results listed below in Table 4.

Table 4 Significant Results from the 2011 Mindoro Lobo Drilling Program (after Mindoro, 2011)

*Table 4 Significant Results from the 2011 Mindoro Lobo Drilling Program* *(after Mindoro, 2011)*	*Table 4 Significant Results from the 2011 Mindoro Lobo Drilling Program* *(after Mindoro, 2011)*	*Table 4 Significant Results from the 2011 Mindoro Lobo Drilling Program* *(after Mindoro, 2011)*	*Table 4 Significant Results from the 2011 Mindoro Lobo Drilling Program* *(after Mindoro, 2011)*	*Table 4 Significant Results from the 2011 Mindoro Lobo Drilling Program* *(after Mindoro, 2011)*
Hole ID	From (m)	To (m)	length (m)	Au g/t
LB58-11	17.8	26.85	9.05	6.56
LB59-11	1.50	3.00	1.50	6.55
LB60-11	28.80	37.80	9.00	2.14
LB61-11	35.90	42.60	6.70	10.7
LB62-11	3.50	9.50	6.00	8.82
LB62-11	15.20	22.65	7.45	12.4
LB63-11	91.95	110.3	18.35	1.52
LB64-11	4.80	9.70	4.90	11.1
LB65-11	0.00	7.75	7.75	4.67

At the end of 2011 Mindoro drilled three drill holes for 327.30m at Archangel. The aim of drilling was to test interpreted feeder structures underlying gold and silver prospects. The results greater than 1.5g/t Au are listed in Table 5.

Table 5 Results greater than 1.5g/t Au from the 2011 Mindoro Archangel Drilling Program (after Mindoro, 2012)

*Table 5 Results greater than 1.5g/t Au from the 2011 Mindoro Archangel Drilling* *Program* *(after Mindoro, 2012)*	*Table 5 Results greater than 1.5g/t Au from the 2011 Mindoro Archangel Drilling* *Program* *(after Mindoro, 2012)*	*Table 5 Results greater than 1.5g/t Au from the 2011 Mindoro Archangel Drilling* *Program* *(after Mindoro, 2012)*	*Table 5 Results greater than 1.5g/t Au from the 2011 Mindoro Archangel Drilling* *Program* *(after Mindoro, 2012)*	*Table 5 Results greater than 1.5g/t Au from the 2011 Mindoro Archangel Drilling* *Program* *(after Mindoro, 2012)*	*Table 5 Results greater than 1.5g/t Au from the 2011 Mindoro Archangel Drilling* *Program* *(after Mindoro, 2012)*
Hole ID	From (m)	To (m)	length (m)	Au g/t	Ag g/t
PL188-11	21.00	22.30	1.30	1.550	29.00
PL188-11	22.30	23.40	1.10	9.456	62.50
PL188-11	23.40	24.50	1.10	2.180	22.30
PL188-11	24.50	25.75	1.25	11.178	130.60
PL188-11	25.75	27.00	1.25	2.639	16.00

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PL188-11	27.00	28.00	1.00	1.640	3.10
PL188-11	28.00	29.00	1.00	2.089	2.40
PL188-11	29.00	30.00	1.00	12.742	8.10
PL188-11	34.30	34.80	0.50	3.409	4.00
PL188-11	82.30	83.80	1.50	1.590	1.00
PL189-11	16.70	16.85	0.15	5.47	8.3
PL189-11	25.25	26.25	1.00	1.70	43.9
PL189-11	26.25	27.40	1.15	9.72	52.8
PL189-11	27.40	28.00	0.60	20.66	75.4
PL189-11	40.75	41.10	0.35	1.20	12.6
PL189-11	55.20	55.40	0.20	2.03	0.6
PL189-11	58.40	59.40	1.00	1.36	19.6
PL190-11	15.90	16.30	0.40	1.52	12.80
PL190-11	20.10	20.90	0.80	1.05	11.50
PL190-11	30.90	31.90	1.00	1.26	8.90
PL190-11	38.40	39.40	1.00	1.83	16.20
PL190-11	43.40	44.40	1.00	1.76	13.30
PL190-11	44.40	45.40	1.00	6.77	128.50
PL190-11	46.20	47.10	0.90	8.45	69.90
PL190-11	47.10	48.10	1.00	1.28	7.70
PL190-11	69.40	70.00	0.60	45.97	22.50
PL190-11	75.40	76.00	0.60	1.19	1.50
PL190-11	79.40	79.85	0.45	1.28	1.30

Figure 3 Locality of the Batangas Project Resources and Prospects

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3.6 Prospect Areas

3.6.1 Archangel

The prospect areas within the Archangel sub-project are defined as advanced exploration areas (Figure 3):

Ahit-Balibago Prospect

IP anomaly (800m by 600m).
Copper anomaly from soil sampling.
Reconnaissance diamond drilling (2 holes) during 2006, to a depth of 500m on 500m spacings. No significant results were returned but dacite porphyry, diorite and quartz diorite stock work was intersected.

Lumbangan Prospect

Argillic alteration has been mapped with a strike length of 600m and a width of 200m. Rock chip sampling (20 samples) returned results ranging from 0.01 to 2.02g/t Au with an average result of 0.289g/t Au.

Marita Prospect

Defined by an IP anomaly (1,000m by 700m) with a zone of alteration.
Rock chip sampling (19 samples) of veins in argillised and brecciated rocks indicated gold and silver mineralisation. The results ranged from 0.008g/t Au and below detection limits for Ag with the maximum value returned from a channel sample with results of 13.5g/t au and 4.4g/t Ag. The average gold result was 1.86g/t Au and 1.39g/t Ag.

Bootin Prospect

IP anomaly.
Zones of argillic alteration.

3.6.2 Lobo

The prospect areas within the Lobo sub-project are defined as advanced exploration areas (Figure 3):

Calo-Pica Prospect

Porphyry copper gold prospect.
Defined by IP chargeability anomalies at the intersection of regional structures.
Five diamond holes were drilled by Mindoro for 2,587.50m the results obtained greater than 0.5g/t Au are listed in Table 6.
Two trench rock chip samples returned results of 2.62% Cu over 30m and 2.17% Cu over 20m.
In 2007 seven holes were drilled up to two kilometres apart from which it was concluded that one of the holes intersected clasts that were possibly from a porphyry copper gold system.
Gold Fields undertook drill testing of copper gold molybdenum in soil anomalies during 2010.

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Table 6 Results greater than 0.5g/t Au from Diamond Drilling undertaken at the Pica Prospect

*Table 6 Results greater than 0.5g/t Au from Diamond Drilling undertaken at the* *Pica Prospect*	*Table 6 Results greater than 0.5g/t Au from Diamond Drilling undertaken at the* *Pica Prospect*	*Table 6 Results greater than 0.5g/t Au from Diamond Drilling undertaken at the* *Pica Prospect*	*Table 6 Results greater than 0.5g/t Au from Diamond Drilling undertaken at the* *Pica Prospect*	*Table 6 Results greater than 0.5g/t Au from Diamond Drilling undertaken at the* *Pica Prospect*
HOLE No.	From (m)	To (m)	Interval (m)	Au g/t
PC 02	29.80	31.30	1.50	8.53
PC 02	90.90	92.15	1.25	2.21
PC 02	100.50	102.50	2.00	0.22
PC 02	110.00	111.50	1.50	5.94
PC 02	111.50	112.70	1.20	0.55
PC 02	112.70	114.40	1.70	5.61
PC 02	114.40	115.50	1.10	1.32
PC 02	119.50	120.40	0.90	1.65
PC 02	120.40	121.60	1.20	5.65
PC 02	121.60	122.50	0.90	4.06
PC 02	122.50	123.65	1.15	1.18
PC 02	131.40	133.65	2.25	0.78
PC 02	229.00	232.00	3.00	0.21
PC 03	448.00	451.00	3.00	0.84
PC 03	451.00	455.00	4.00	0.22
PC 03	464.00	467.00	3.00	0.70
PC 03	481.00	483.00	2.00	0.22
LBDD001	72.20	72.65	0.45	1.22
LBDD001	92.45	92.80	0.35	0.76
LBDD001	210.80	212.20	1.40	0.53

Ulopong-Sawahan Prospect

Defined by soil sampling undertaken by Gold Fields over a cluster of gold prospects resulting in a north-east trending 1,700m long by 200 to 500m wide gold anomaly with a maximum gold value of 349ppb Au, predominantly co-incident with epithermal vein breccia trends. The anomaly also corresponds with anomalous copper, lead, zinc, molybdenum, arsenic, bismuth and silver values.
During 2010, 181 rock chip samples were collected from trenching and channel sampling on MPSA 176-2002-IV. The results ranged from 0.003g/t Au to 14.56g/t Au, with an average result of 0.277g/t Au.
Two holes were drilled at Ulopong but no significant results were returned.

Sampson and Camo Prospects

Both prospects are characterised by epithermal vein breccias extending over two kilometres in length.

3.6.3 El Paso

The prospect areas within the El Paso sub-project are defined as exploration areas:

Calantas and Mulawin Prospects

Both prospects are characterised by IP chargeability anomalies.
At Mulawin magnetite, chalcopyrite and bornite has been observed in some quartz veins. Results from trenching on the northwest edge of Mulawin were 0.88% Cu, 0.14g/t Au and up to 57ppm Mo over 15m. Drilling by Gold Fields at Mulawin in 2009

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returned results of 0.17% Cu, 0.62g/t Au and 2.2g/t Ag for 3m from 234.5m (EPDD006).

Gold Fields drilled EPDD005 at Calantis, the results were considered insignificant with mainly quartz diorite with a thin tuff cover being intersected.

3.6.4 Talahib

The prospect areas within the Talahib sub-project are defined as exploration areas (Figure 3):

Stream sediment sampling (227 samples) undertaken by Mindoro yielded results of up to 0.47g/t Au (average result 43.08g/t Au) and up to 650ppm Cu (average result 112.12ppm Cu).
Reconnaissance rock channel sampling of mineralised hydrothermal breccia returned results of 3.33% Cu and 0.1g/t Au over 20m.
A rock channel sample of an altered diorite outcrop returned results of 1.04%Cu and 0.09g/t au over 20m.

3.7 Project Potential and Mineral Resources Estimates

Note: Competent Person statements for the Mineral Resource estimates are listed in Section 2.5.

3.7.1 Batangas Resource Estimates

The most recent resource at the Archangel project is a Measured, Indicated and Inferred Resource reported in accordance with NI 43-101 guidelines for the Kay Tanda and Pulang Lupa deposits. An Indicated and Inferred Resource estimate also exists for the Southwest Breccia deposit which forms part of the Lobo Project. This model completed in 2004 and reported in 2005 complies with NI 43-101 guidelines.

The estimation for Kay Tanda and Pulang Lupa were undertaken by gold miner Avocet Mining PLC that was submitted to Mindoro as part of Avocet’s Due Diligence Report. Mr Dallas Cox, a Professional Mining Engineer and an independent consultant under a sole trader business registered under Crystal Sun Consulting (Australia) (Cox, 2010) was engaged to engaged to audit and verify the new resource estimate carried out by gold miner Avocet.

The Kay Tanda Resource estimate is based on 200 drill holes, (160 Reverse Circulation and 40 diamond drill holes) with a total of 26,628.1 metres and 16,423 assays.

This work has produced Measured, Indicated and Inferred Mineral Resources in accordance with the definitions outlined in the JORC Code of 2004 (Australasian Joint Ore Reserves Committee) and is reported in accordance with CIMM National Instrument 43-101, Standards of Disclosure for Mineral Projects and also the JORC Code.

The resource estimation process was based on the length-weighted inverse distance squared technique within constrained grade wireframes. High grade Au and Ag outliers were top cut based on a log probability analysis of the individual wireframe flagged data subsets. This resulted in a variable range of top cuts, from no applied cuts to a maximum of 75g/t for gold and 250g/t for Ag. However, top cuts applied for gold were more often in the range 2 – 10g/t and for silver in the range 10 – 40g/t.

The resource estimate is reported within grade domains guided by metallurgical test work with cut-off grades above 0.3g/t for oxide material and above 0.5g/t for transitional and fresh zones. Bulk densities were determined by the wet-dry immersion method using core samples. This has resulted in a value of 2.35g/cm[3] for oxide material, 2.55g/cm[3] for transitional and 2.65g/cm[3] for fresh for the tonnage calculation. No mining, metallurgical, marketing, economic or environmental studies are or have been considered to determine the economic viability of the project.

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The tabulated combined resource estimate shows gold and silver and is reported on an estimated in-situ grade and tonnage basis (Table 7) (Cox, 2010).

The estimation for Southwest Breccia was undertaken by Mr David Bailey of Bailey Geological Consultants (Canada) (Bailey 2005). This resource was based on the results from 25 diamond drill holes, totalling 1,996 metres. The holes used for the estimation were a combination of two drilling programs completed between April 2003 and March 2004.

The resource has been classified as an Indicated and Inferred Resource due primarily to the variable core recovery and sample quality in sections of the deposit.

A total of 456 split core and 152 sludge samples were analysed with assay results used in the resource estimation.

The resource estimation process was based on a classical sectional, polygonal method due to insufficient data to allow a meaningful geostatistical analysis.

Specific gravity of mineralised material averages 2.6g/cm[3] ; a figure arrived at by wet density analyses carried out by McPhar Laboratory of Manila.

No mining, metallurgical, marketing, economic or environmental studies are or have been considered to determine the economic viability of the project, particularly the relevant economic factors concerning mining along the estimated strike and depth of the resource. The tabulated resource estimate is reported on an estimated in-situ grade and tonnage basis (Table 7) (Bailey, 2005).

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Table 7 Classified NI 43-101 resource statement for the Batangas Project, Kay Tanda and Pulang Lupa Resources with grade and tonnage reported for gold (Au), silver (Ag) based on domains established for each element individually (after Cox, 2010)

*Table 7 Classified NI 43-101 resource statement for the Batangas Project, Kay* *Tanda and Pulang Lupa Resources with grade and tonnage reported for gold (Au),* *silver (Ag) based on domains established for each element individually* *(after Cox, 2010)*	*Table 7 Classified NI 43-101 resource statement for the Batangas Project, Kay* *Tanda and Pulang Lupa Resources with grade and tonnage reported for gold (Au),* *silver (Ag) based on domains established for each element individually* *(after Cox, 2010)*	*Table 7 Classified NI 43-101 resource statement for the Batangas Project, Kay* *Tanda and Pulang Lupa Resources with grade and tonnage reported for gold (Au),* *silver (Ag) based on domains established for each element individually* *(after Cox, 2010)*	*Table 7 Classified NI 43-101 resource statement for the Batangas Project, Kay* *Tanda and Pulang Lupa Resources with grade and tonnage reported for gold (Au),* *silver (Ag) based on domains established for each element individually* *(after Cox, 2010)*	*Table 7 Classified NI 43-101 resource statement for the Batangas Project, Kay* *Tanda and Pulang Lupa Resources with grade and tonnage reported for gold (Au),* *silver (Ag) based on domains established for each element individually* *(after Cox, 2010)*	*Table 7 Classified NI 43-101 resource statement for the Batangas Project, Kay* *Tanda and Pulang Lupa Resources with grade and tonnage reported for gold (Au),* *silver (Ag) based on domains established for each element individually* *(after Cox, 2010)*
Classification	Tonnes	Gold Grade (g/t Au)	Silver Grade (g/t Ag)	Au (oz)	Ag (oz)
Measured	5,737,000	1.12	5.55	205,700	1,022,600
Indicated	4,142,000	0.99	3.04	131,800	405,200
Measured + Indicated	9,879,000	1.06	4.50	337,500	1,427,800
Inferred	3,741,000	0.81	1.75	97,500	210,800

Total Resource (KT and PL) (Oxide >0.33g/t cut-off, Transition/Fresh >0.5g/t Au)

Table 8 Classified NI 43-101 resource statement for the Batangas Project, Southwest Breccia Resource with grade and tonnage reported for gold (Au), based on domains established styles of mineralisation (after Bailey, 2005)

*Table 8 Classified NI 43-101 resource statement for the Batangas Project,* *Southwest Breccia Resource with grade and tonnage reported for gold (Au), based* *on domains established styles of mineralisation (after Bailey, 2005)*	*Table 8 Classified NI 43-101 resource statement for the Batangas Project,* *Southwest Breccia Resource with grade and tonnage reported for gold (Au), based* *on domains established styles of mineralisation (after Bailey, 2005)*	*Table 8 Classified NI 43-101 resource statement for the Batangas Project,* *Southwest Breccia Resource with grade and tonnage reported for gold (Au), based* *on domains established styles of mineralisation (after Bailey, 2005)*	*Table 8 Classified NI 43-101 resource statement for the Batangas Project,* *Southwest Breccia Resource with grade and tonnage reported for gold (Au), based* *on domains established styles of mineralisation (after Bailey, 2005)*
Classification	Tonnes	Gold Grade (g/t Au)	Au (oz)
Measured
Indicated	270,000	6.49	56,500
Measured + Indicated	270,000	6.49	56,500
Inferred	61,000	5.35	10,500

3.7.1.1 Kay Tanda Resource Review

Additional drilling using revised drilling orientation has led to improved geological confidence and understanding. This in turn has resulted in better domaining and interpretation (wireframes) as the basis for the new models. Ravensgate considers that an opportunity to revisit the geostatistics and variography of the deposit was missed by deciding to use old (2008) variography in the most recent model which was completed in 2010?

Future geostatistical investigation could include a review of ‘sub-blocking’ statistics to see sample/block support is maintained for both gold and silver, geostatistics investigation with respect to ‘top-cut’ which needs some review and justification (Au and Ag), and the need to conduct localised de-clustering and similar localised composite versus Block model validation for (Au and Ag).

Ravensgate also notes that the interpolation method used in the estimate was Inverse Distance Squared (ID2). Ravensgate considers the use of a statistically moderated technique using localised variography in conjunction with the Ordinary Kriging (OK) interpolation for estimating such deposits types as Archangel.

For future resource modelling activities it would be beneficial to use a classification regime that also includes the number of sample point and localised sample/block variance in addition to distance parameters to define resource classification to reflect ‘Confidence /Quality’. In order to align with possible economic exploitation Ravensgate is of the

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opinion that resources should be reported at 0.5 Aug/t or preferably 1.0 Aug/t lower cutoff as per the JORC Guidelines.

Additional drilling sampling of base metals (particularly Cu) as per these recommendations would be advisable to align future resource drilling programs following pit optimisation to help achieve maximum benefit for development planning.

3.7.1.2 Southwest Breccia Resource Review

Ravensgate considers the present Indicated and Inferred Mineral Resource estimate at the Lobo project to be of relatively low confidence and is seen as a preliminary estimate pending further resource drilling and increased geological understanding. With increased data density and programs to extend and close off mineralisation it would be appropriate to revisit the estimation process. At this point Ravensgate would recommend the use of a statistically moderated technique using localised variography in conjunction with Ordinary Kriging (OK) interpolation to be more in line with typical industry best practice standards for estimating such deposits types. More detail is desirable for bulk density determination to capture variation between oxide, transitional and fresh material.

The contact between higher and lower grade mineralisation is commonly marked by values less than 0.5g/t gold at the contact of clay-altered rocks and breccia. This feature would provide an opportunity to present this grade domain characteristic in three dimensional wireframes during the next resource estimation following further resource definition and exploration drilling. Ravensgate believes that the generation of a structural/rock mass model would also be of benefit.

3.7.2 Batangas Project Potential

The project is located in a geologically prospective area, the West Luzon Arc, and is in proximity to numerous Cu-Au porphyry style prospects or deposits including the Taysan Porphyry which Crazy Horse Resources Incorporated has defined an NI 43-101 compliant mineral reserve of 353Mt grading 0.27% Cu, 0.11g/t Au, 0.9g/t Ag and 3.4% magnetite.

The Batangas Project area as a whole is prospective for epithermal vein systems developed above quartz porphyry emplaced at depth. As evidenced in examinations of drill core from the Kay Tanda and Pulang Lupa prospects during the site visit, there is multi-generational veining, fracturing and alteration assemblages present which is indicative of multiple mineralising events and styles.

The epithermal vein systems comprise a lower grade quartz vein stockwork and breccia system striking in a north easterly direction and a higher grade quartz base metal vein system striking in a north westerly direction. The true orientation of the mineralised quartz base metal epithermal vein structures at Kay Tanda has only recently been understood. Potential exists to expand the drilling grid along strike to test for strike extensions of the quartz vein stockwork and the quartz base metal veins. In addition, drilling should attempt to intersect the down-dip extensions of the higher grade quartz base metal veining at depth.

The major target within this metallogenic setting remains the potential for the discovery of porphyry related multi element (Cu-Au) mineralisation. The discovery of economic mineralisation would result in large tonnage, low to moderate grade multi-element mineral resource with the benefit of the multiple elements acting as a buffer for each other in times of volatile commodities markets.

The exploration potential for the discovery of additional gold mineralisation of similar or greater tenor has already been identified at Kay Tanda and Pulang Lapa within the remaining Batangas Project area is considered to be high. This assessment is based on the extensive exploration that has been undertaken within the project area which has yielded encouraging results, including the identification of the continuation of anomalous gold in soils, high IP anomalies, and field evidence of stockwork, advanced argillic alteration and hydrothermal brecciation to the northeast of the Kay Tanda and Pulang Lupa prospects.

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It is recognised that both the Kay Tanda resource within the Archangel project and the South West Breccia resource within the Lobo project have further potential which would justify additional work.

A significant and new quartz-base metal vein zone, located at the eastern edge of the Kay Tanda prospect should be further mapped and studied to better delineate the lateral extent of the said zone, with the possibility of an extension of a similar or the same zone further east towards Lumbangan Ridge. The same should be done for the silicified zone (interpreted as the hypogene zone) which is considered as the feeder structure of the high grade, advanced argillic altered rocks proximal to the defined resource.

The South West Breccia Zone has the potential for extension to depth, and may extend to the southwest beyond a possible fault offset. Further drilling is recommended as well as metallurgical studies.

There is high potential for the discovery of additional mineralised shoots at Lobo, as well as related porphyry copper-gold systems at depth. Accordingly a program of property wide exploration involving geological mapping and modelling, a geophysical program, and additional drilling has been recommended.

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4. TAPIAN SAN FRANCISCO PROSPECT, MINDANAO ISLAND PHILIPPINES (75% INTEREST)

4.1 Introduction

The Tapian San Francisco project is located in the Surigao Del Norte province of Mindanao, Republic of the Philippines. The project is approximately 32 kilometres south of Surigao City in Northeast Mindanao (Figure 4).

The project covers the north-south trending Western Range with the highest point being Gold Hill, 621 metres above sea level. The property can be accessed from Surigao City by a sealed road followed by an unsealed road and then by a steep foot trail that ascends the eastern flank of the Western Range.

Figure 4 Locality of the Tapian San Francisco Project (after Mindoro, 2012)

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4.2 Tenure

The project comprises one Exploration Permit (Table 15) and a Mineral Production Sharing Agreement which covers a total area of 12.24km[2] . Mindoro has earned 75 per cent direct and indirect interest in the project and has the option to acquire a further 25 per cent interest from its Philippine partner at feasibility stage (Mindoro, 2012).

4.3 Geology

In the Surigao District the basement rocks are comprised of Cretaceous aged metamorphics which are overlain by basalts and ophiolites emplaced during the Cretaceous and Early Tertiary. These ultramafic rocks are overlain by Upper Eocene clastics, limestones and calcareous conglomerates. During the Oligocene to Lower Miocene a volcano-sedimentary package was deposited. The Pliocene was characterised

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by andesitic and dacitic pyroclastics and lava flows. These were redeposited as submarine epiclastics and locally in fluviatile environments (Mabuhay clastics). Epithermal mineralisation is associated with the Pliocene volcanics. During the Upper Pliocene to Lower Quaternary marls and limestones were deposited over the Mabuhay clastics, followed by the Late Quaternary Paco andesite.

The Philippine Fault has an important structural control on porphyry copper-gold and epithermal gold mineralisation. The northern part of the Tapian San Francisco Project overlaps a large intrusive complex that host a number of porphyry systems. The alteration at Tapian San Francisco is characteristic of large hydrothermal copper-gold systems.

4.4 Exploration

Historic activities throughout the project area are listed in Table 9.

Table 9 Historic Activities within the Tapian San Francisco Project Area

*Table 9 Historic Activities within the Tapian San Francisco Project Area*	*Table 9 Historic Activities within the Tapian San Francisco Project Area*	*Table 9 Historic Activities within the Tapian San Francisco Project Area*
Company	Date	Comment
Dela Rama Mining	During World War Two	Mining was under taken for a year at the Gold Hill prospect.
	After the war	Gold was mined at the San Isidro mine, Gold Hill
United Nations Development Project	1984-1986
Frontino Mining	1964	Worked on the Limon (Cantikoy) prospect along the limestone serpentine contact.
White Eagle Mining	1968-1970	Drilled several exploration holes.
Lepanto Consolidated Mining Company	1973-1975	Conducted exploration including the drilling of six holes at the Limon (Cantikoy) prospect.
Mindoro Resources Limited	1997 -	Undertook exploration consisting of geological mapping, rock chip sampling and soil sampling over the Gold Hill and Limon (Cantikoy) prospects. Some stream sediment sampling was undertaken over the Riverside prospect. Extensive hydrothermal alteration was identified in the south of the project. Rock chip sampling (54 samples) collected along 800m of the Cantikoy phyllic alteration zone returned an average result of 0.25g/t Au with a maximum result of 3.34g/t Au. Completed an IP geophysical survey over five prospects namely Quino, Cantikoy, Mina and Gold Hill. Resulting in the identification of seven chargeability anomalies and four resistivity anomalies (Figure 5). The most extensive anomalies were over C5 and C6 which were considered to be porphyry targets.
	2006	The anomalies at C5 and C6 were drill tested, three holes for a total of 1,176m were drilled resulting in gold values in the range of 0.1 to 0.2g/t Au and a maximum Cu value of 1,100ppm Cu.

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At the Masgad Prospect, located in the north of the Tapian San Francisco project, copper mineralisation was discovered and mined by artisanal miners. A small scale mining cooperative was formed under Mindoro's guidance to endeavour to carry out the mining in a regulated manner. The operation closed down in response to the decline in ore grade and copper prices. Mindoro has concluded that the prospect is thought to be related to a porphyry copper-gold system in the area, which they are targeting (Mindoro, 2012).

Additional Prospects at the Tapian San Francisco project include Cantikoy, Quino and Riverside, Gold Hill, and Mina. There locations are indicated on Figure 5.

Gold Hill

Historic artisanal gold mining.
Gold, copper and arsenic soil anomaly (approximately 325m by 250m).
Coincides with the IP chargeability anomaly (600m by 500m).

Cantikoy

Coincides with the IP chargeability anomaly (600m by 500m).
Gold, copper and zinc soil anomaly.
From trenching, mineralisation has been interpreted to be porphyry related coppergold mineralisation.
Rock chip sampling of phyllic altered rocks returned values ranging from 0.10g/t Au to 0.72g/t Au with an outlier result of 3.35g/t Au.

Canaga

IP chargeability anomaly (400m by 300m).
Copper, gold soil anomaly.
Three holes were drilled in 2006 to test the anomaly, no significant results were returned.

Quino and Riverside

Gold anomaly from stream sediment sampling (>200ppb Au with a maximum result of 1,043 ppb au) as well as a copper, arsenic and zinc anomaly from stream sediment sampling.
Coincident chargeability and resistivity anomaly (800m by 600m).
Old adits are found in the area.

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Figure 5 Tapian-San Francisco Project, Prospect Location, (after Mindoro, 2012)

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4.5 Tapian Project Potential

Given the occurrence of historical small scale mining activity, the presence of geochemical and geophysical indicators, Ravensgate has concluded that the project has technical merit and is worthy of conducting further review and exploration.

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5. VALUATION

5.1 Introduction

There are a number of recognised methods used in valuing “mineral assets”. The most appropriate application of these various methods depends on several factors, including the level of maturity of the mineral asset, and the quantity and type of information available in relation to the asset. All monetary values included in this report are expressed in Australian dollars (A$) unless otherwise stated.

The Valmin Code, which is binding upon “Experts” and “Specialists” involved in the valuation of mineral assets and mineral securities, classifies mineral assets in the following categories:

Exploration Areas refer to properties where mineralisation may or may not have been identified, but where specifically a JORC compliant Mineral Resource has not been identified.
Advanced Exploration Areas refer to properties where considerable exploration has been undertaken and specific targets have been identified that warrant further detailed evaluation, usually by some form of detailed geological sampling. A JORC compliant Mineral Resource may or may not have been estimated but sufficient work will have been undertaken that provides a good understanding of mineralisation and that further work will elevate a prospect to the resource category. Ravensgate considers any identified Mineral Resources in this category would tend to be of relatively lower geological confidence.
Pre-Development Projects are those where Mineral Resources have been identified and their extent estimated, but where a positive development decision has not been made. This includes projects at an early assessment stage, on care and maintenance or where a decision has been made not to proceed with immediate development.
Development Projects refers to properties which have been committed to production, but which have not been commissioned or are not operating at design levels.
Operating Mines are those mineral properties, which have been fully commissioned and are in production.

Various recognised valuation methods are designed to provide the most accurate estimate of the asset value in each of these categories of project maturity. In some instances, a particular mineral property or project may include assets that comprise one or more of these categories. When valuing Exploration Areas, and therefore by default where the potential is inherently more speculative than more advanced projects, the valuation is largely dependent on the informed, professional opinion of the valuer. There are a number of methods available to the valuer when appraising Exploration Areas.

The Multiple of Exploration Expenditure (“MEE”) method can be used to derive project value, when recent exploration expenditure is known or can be reasonably estimated. This method involves applying a premium or discount to the exploration expenditure or Expenditure Base (“EB”) through application of a Prospectivity Enhancement Multiplier (“PEM”). This factor directly relates to the success or failure of exploration completed to date, and to an assessment of the future potential of the asset. The method is based on the premise that a “grass roots” project commences with a nominal value that increases with positive exploration results from increasing exploration expenditure. Conversely, where exploration results are consistently negative, exploration expenditure will decrease along with the value. The following guidelines are presented on selection of the PEM:

PEM = 1. Exploration activities and evaluation of mineralisation potential justifies continuing exploration.

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PEM = 2. Exploration activities and evaluation of mineralisation potential has identified encouraging drill intersections or anomalies, with targets of noteworthy interest generated.
PEM = 3. Exploration activities and evaluation of mineralisation potential has identified significant grade intersections and mineralisation continuity.

Where transactions including sales and joint ventures relating to mineral assets that are comparable in terms of location, timing, mineralisation style and commodity, and where the terms of the sale are suitably “arm’s length” in accordance with the Valmin Code, such transactions may be used as a guide to, or a means of, valuation. This method (Comparative Transactions) is considered highly appropriate in a volatile financial environment where other “cost based” methods may tend to overstate value.

The Joint Venture Terms valuation method may be used to determine value where a Joint Venture Agreement has been negotiated at “arm’s length” between two parties. When calculating the value of an agreement that includes future expenditure, cash and/or shares payments, it is considered appropriate to discount expenditure or future payments by applying a discount rate to the mid-point of the term of the earn-in phase. Discount factors are also applied to each earn-in stage to reflect the degree of confidence that the full expenditure specified to completion of any stage will occur. The value assigned to the second and any subsequent earn-in stages always involves increased risk that each subsequent stage of the agreement will not be completed, from technical, economic and market factors. Therefore, when deriving a technical value using the Joint Venture Terms method, Ravensgate considers it appropriate to only value the first stage of an earn-in Joint Venture Agreement. Ravensgate have applied a discount rate of 10.0% per annum to reflect an average company’s cost of capital and the effect of inflation on required exploration spends over the timeframe required.

The total project value of the initial earn-in period can be estimated by assigning a 100% value, based on the deemed equity of the farminor, as follows:

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where:

V 100 = Value of 100% equity in the project ($) D = Deemed equity of the farminor (%)

CP = Cash equivalent of initial payments of cash and/or stock ($) Cash equivalent of committed, but future, exploration expenditure and payments of cash and/or stock CE = ($) Uncommitted, notional exploration expenditure proposed in the agreement and/or uncommitted EE = future cash payments ($)

I = Discount rate (% per annum) t = Term of the Stage (years) Probability factor between 0 and 1, assigned by the valuer, and reflecting the likelihood that the Stage
P = will proceed to completion.

Where Mineral Resources remain in the Inferred category, reflecting a lower level of technical confidence, the application of mining parameters using the more conventional DCF/NPV approach may be problematic or inappropriate and technical development studies may be at scoping study level. In these instances it is considered appropriate to use the ‘in-situ’ Resource method of valuation for these assets. This technique involves application of a heavily discounted valuation of the total in-situ metal or commodity contained within the resource. The level of discount applied will vary based on a range of factors including physiography and proximity to infrastructure or processing facilities.

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Typically and as a guideline, the discounted value is between 1% and 5% of the in-ground value of the metal in the Mineral Resource.

In the case of Pre-development, Development and Mining Projects, where Measured and Indicated Mineral Resources have been estimated and mining and processing considerations are known or can be reasonably determined, valuations can be derived with a reasonable degree of confidence by compiling a discounted cash flow (DCF) and determining the net present value (NPV).

The Australasian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC code, 2004) sets out minimum standards, recommendations and guidelines. A Mineral Resource defines a mineral deposit with reasonable prospects of economic extraction. Mineral Resources are sub-divided into Inferred, Indicated and Measured to represent increasing geological confidence from known, estimated or interpreted specific geological evidence and knowledge. An Ore Reserve is the economically minable part of a Measured or Indicated Resource after appropriate studies. An Inferred Resource reflecting insufficient geological knowledge, cannot translate into an Ore Reserve. Measured Resources may become Proved (highest confidence) or Probable Reserves. Indicated Resources may only become Probable Reserves.

5.2 Previous Mineral Asset Valuations

Ravensgate is not aware, nor have we been made aware, of any valuations over Mindoro’s Projects. Exploration tenements have not been included in the valuation where tenure or permits have not been granted to the relevant company and the company does not therefore have any ownership over tenement mineral assets or any exploration value within the tenements.

5.3 Material Agreements

Ravensgate has been commissioned by RSM Bird Cameron Pty Ltd (RSM) to provide an Independent Valuation Report. The Valuation report encompasses Mindoro’s Batangas and Tapian San Francisco gold and copper-gold projects in the Philippines. The Valuation report provides an assessment of the Philippines “Exploration Area” and “Advanced Exploration Area” minerals assets listed below which are either owned 100% by Mindoro or in a Joint Venture agreement. Brief details of the ownership can be listed as follows.

Mineral Asset	Mindoro Ownership %	Mindoro Ownership %
� Batangas Project (Au + Cu), Luzon Island, Philippines		100%
� Tapian San Francisco Prospect (Cu + Au) Mindanao Island,	Philippines	75%
Mindoro Projects, Philippines		75% and 100%

Ravensgate understands all current mining and exploration tenements are granted at this point in time and are in good standing. Ravensgate makes no other assessment or assertion as to the legal title of tenements and is not qualified to do so.

Ravensgate is not aware, nor have we been made aware, of any other agreements that have a material effect on the provisional valuations of the mineral assets, and on this basis have made no adjustments on this account.

5.4 Philippines Country Risk

Mindoro has a number of tenements in the Philippines. This introduces sovereign risk and domestic economic risks. Sovereign risks include changes in the terms of mining tenements, changes in royalty arrangements, changes to taxation rates and concessions and changes in the ability to enforce legal rights.

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According to Intierra, which rates country’s risk profiles, The Philippines has:

Political Risk – Medium - Benigno Aquino's convincing victory for the Liberal Party in the May 2010 and his sustained high popularity mean that political stability is assured until his term ends in 2016, and that prospects for his anti-corruption, proinvestment agenda are tentatively positive. Extra-democratic challenges to his rule are unlikely; Aquino's critics within the bureaucracy and security forces do not have the influence or means to mount any serious challenge to his leadership. Vicepresident Jejomar Binay's affiliation to another party and the paucity of potential successors to Aquino in 2016 means that friction within the administration could increase as those polls approach: party discipline is weak – it is often built around personalities rather than clear programmes or policies, and defections are common. The 2013 mid-term elections will see the Liberal Party increase its strength in the Senate, adding to its clear majority in the House of Representative. Macroeconomic indicators in 2012 onwards are likely to be positive, further cementing the position of the Aquino administration.
Operational Risk – Medium - The operating environment is beset with a number of concerns. The road system is easily flooded during heavy downpours, and its early degradation is visible due to a lack of routine maintenance. Although electric powergeneration capacity has increased, it is expensive and entire sections of the country can sporadically lose power during periods of drought or heavy rain and storms. Corruption remains endemic in the bureaucracy, including the legal system. Doing business in the country can sometimes be confusing because of complexity of processes when establishing a business, intricate labour laws and time-consuming taxation processes. The main threat from labour militancy comes either when a company is seeking to retrench employees or as a result of broader political ends, such as protests. Tensions have emerged within foreign companies that have laid off workers, but this has not resulted in any serious incidents. Investors should also take note of the numerous NGOs, church-sponsored and leftist groups in some areas of the country that challenge almost any form of economic activity that affects the environment or local indigenous populations
Security Risk Medium – The security environment and outlook is poor. Poverty, especially in urban areas, contributes to a high crime rate, as does easy access to firearms: most businesses need to employ armed guards. Banditry is a problem in rural areas, though the line between insurgency and criminal activity is frequently blurred. The communist New People's Army (NPA) operates with varying levels of impunity throughout most of the country, and several Islamist extremist groups, including the Moro Islamic Liberation Front (MILF) and its splinter factions, and the Abu Sayyaf Group (ASG) are active in parts of Mindanao. This situation will persist because – among other reasons – the Philippine National Police (PNP) continues to experience manpower and firearms shortages, while the Armed Forces of the Philippines (AFP) remains among the most ill-equipped forces in the region. Clan feuding is widespread in central Mindanao and in some parts of northern Luzon, but poses only incidental security risks to business assets. Political violence intensifies around elections, particularly in Mindanao and NPA-affected areas.
Terrorism Risk – High - The country has significant problems with terrorism, which vary with location and are a particular problem on Mindanao. Despite improved security measures, the threat of a terrorist attack in Metro Manila remains credible, with small militant cells or individual actors loosely linked to or ideologically inspired by the ASG the most likely perpetrators. The ASG itself is mainly caged in remote jungle areas of the Sulu Archipelago in south-western Mindanao, and is primarily a criminal kidnap gang active in Basilan and Sulu, as well as less-secure areas of the Zamboanga Peninsula. The region's deadliest Islamist extremist network to date, Jemaah Islamiyah (JI), is believed to have authored several bombings through its local affiliates – the ASG and the (now largely defunct) Rajah Solaiman Movement (RSM) – in Manila prior to 2005; no incidents have been attributed to it since. Small

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bombings often occur as a result of political rivalries and extortion attempts: the former rarely result in casualties, while the latter pose more serious security risks – especially as public transport companies (bus operators) are common targets. The most serious risk to foreign companies comes from the NPA, which targets businesses across industry and is capable of mounting large-scale raids on those that refuse to meet its extortion demands ('revolutionary tax').

5.5 Comparable Transactions

Ravensgate has completed a search for publicly available market transactions involving gold projects, with resources including gold resources in South East Asia. Transactions reflect comparable tenement holdings in geological provinces that are considered prospective for similar commodities, and that are of similar prospectivity to the minerals assets being valued. In Ravensgate’s opinion and experience, it is understood that individual market transactions are rarely completely identical to the relevant project area or may not necessarily contain all the required information for compilation. In practice, a range of implied values on a dollar per metal unit or dollar per square kilometre of tenement holding will be defined as suitable for use. The transactions identified along with the implied cash-equivalent values are summarised in Section 5.5.1 by commodity and region.

Publically available market transactions have been separated to reflect transactions on a dollar per square kilometre of tenement holding ( Tapian San Francisco Project and Batangas copper-gold targets ) or on a dollar per metal unit for a more advanced Exploration Target or Mineral Resource ( Batangas Lobo and Archangel projects ). This was undertaken to reflect the varying levels of geological exploration carried out within the various project tenements. In general terms, exploration projects may start with a relatively large tenement holding where a lack of detailed geological sampling and knowledge renders the use of the “in-situ” yardstick valuation method inappropriate (i.e. an “Exploration Area Mineral Asset). For these particularly early-stage exploration areas comparable transactions on a dollar per square kilometre basis are more relevant. As the project advances and as geological sampling and knowledge increase, tenement areas tend to decrease to match a narrowing focus on more prospective areas. For these areas where specific, drill sample supported Exploration Targets have been identified that warrant further detailed evaluation or Mineral Resources require estimation, comparable transactions on a dollar per metal unit basis may be more appropriate (i.e. an “Advanced Exploration Area Mineral Asset or Pre-Development Project at early assessment”).

To compare the transactions of the various projects with both gold and other commodities where resources have been reported they have been compared on an ounces of contained Gold equivalent (AuEq) metal. The reason for using ounces of contained AuEq over ounces of contained gold is that most of the resources have varying ratios of gold to other commodities. The number of ounces of contained AuEq metal has been determined at the time of the announcement of the transaction for each resource. This has been undertaken by determining the ratio of the metal prices in relation to one ounce of Gold metal, of the average price for each metal for the month that the transaction occurred in. Ravensgate’s opinion is that the reader should be aware that the use of AuEq metal is inherently difficult to use because of the often significant variations of gold and other commodity prices at any given point in time in the metals market cycle. Prices of different metal commodities may move in similar directions or trends, however the converse is often the case. Using AuEq also allows Ravensgate to compare the project to gold only transactions of which there are many more in the market.

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5.5.1 Reported Market Transactions

5.5.1.1 Reported Market Transaction Involving Gold Projects with mineral resources in South East Asia

Ravensgate’s analysis of South East Asian market transactions for gold projects indicates an implied value in the range of $5.10 to $98.84 per ounce of contained gold metal. This is for low confidence mineral resources through to high confidence mineral resources (Table 10). Within the range of $5.10 to $98.84, transactions involving projects more closely aligned to the status of the Batangas project have been selected. Transactions involving these criteria with moderate confidence mineral resources had a range of $18.07 to $20.97 per ounce of gold metal.

To take into account the change in gold price over time, the implied value per ounce of contained gold is divided by the gold spot price in Australian dollars at the time of the transaction and expressed as a percentage (Table 11). This gave a range from 0.41% to 10.37%. Within this range, transactions involving projects more closely aligned to the status of the Batangas project have been selected. This gave a range of 1.34% to 1.78%, with higher grade gold mineral resources having the higher percentages and the medium to lower grade gold mineral resources the lower percentages.

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Implied Value / Metal Ounce (A$)	$18.07	$20.97
Purchase Price 100% Basis (A$)	$39.72M	$15.21M
Contained AuEq Metal Ounces (Moz)	0.766	0.858
Transaction Details & Type	January 2011: Finder Resources Limited entered into an acquisition of remaining shares in Banda from its Indonesian partner, PT Batutua Kharisma Permia for $675,000 in cash and shares, additional payments will be required if future hurdles are met. The project is prospective for copper, zinc, silver and gold mineralisation. The project has a mineral resource (Measured, Indicated & Inferred) of 9.8Mt @2.5% Cu, .38% Zn 28g/t Ag and 0.68g/t Aufor a contained 245Kt of copper. Assuming the terms of the agreement were met the implied discounted cash equivalent on 100% equity basis is $39.72M (notional $18.07 A$/metal ounce on 100% terms).	September 2009: New Guinea Gold Corporation entered into an option agreement with a private company for 50% interest in Normandy’s Imwauna property in PNG for US$1M in cash. The Optionee must also complete exploration expenditures totally a minimum of $5M over two years. The project is prospective for gold mineralisation. The project has mineral resources (Inferred) of 1.8Mt @12.2g/t Aufor a contained 0.985Moz of gold. Assuming the terms of the agreement were met the implied discounted cash equivalent on 100% equity basis is $15.21 (notional $20.97 A$/metal ounce on 100% terms).
Project	Kali Kuning Copper Deposit and Lerokis Copper Deposit, Indonesia	Imwauna Gold Project, Papua New Guinea

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Implied Value / Metal Ounce (A$)	$5.70	$98.84
Purchase Price 100% Basis (A$)	$8.77M	$18.24M
Contained AuEq Metal Ounces (Moz)	0.115	0.184
Transaction Details & Type	February 2010: Royalco Resources Limited entered into an option agreement with Vale International SA and Vale Exploration Philippines Inc. for a farm into Royalco’s Gambang porphyry copper project in the Philippines for a final total of under US$6.03M in options plus royalty. The project is prospective for copper mineralisation. The project does not have a mineral resource. Assuming the terms of the agreement were met, the implied discounted cash equivalent on 100% equity basis is $8.77M (notional $5.70 A$/metal ounce on 100% terms).	April 2008: Kinross Mining Ltd. entered into an acquisition agreement with PT Natarang Mining (operators) for 85% interest in the advanced gold/silver underground mining project in South Sumatra, Indonesia. The project has mineral resources (Measured, Indicated and Inferred) of 0.440Mt @10.10g/t Au, 154g/t Ag for a contained 0.18Moz of gold. Assuming the terms of the agreement were met the implied discounted cash equivalent on 100% equity basis is $18.24M (notional $98.84 A$/metal ounce on 100% terms).
Project	Gambang Gold Project, Philippines	Way Lingo Gold/Silver Project, Sumatra, Indonesia

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Implied Value / Metal Ounce (A$)	$25.26	$44.01
Purchase Price 100% Basis (A$)	$18.42M	$297.72M
Contained AuEq Metal Ounces (Moz)	1.400	6.76
Transaction Details & Type	February 2012: Renaissance Minerals Ltd entered into an acquisition agreement by share sale with OZ Minerals Limited for 100% of OZ Minerals Cambodian gold assets. The Okvau Gold Deposit has a mineral resource estimate (indicated and inferred) of 12.6Mt @ 1.8g/t Au, for a contained 790,000 Moz of gold. Assuming the terms of the agreement were met the implied discounted cash equivalent on 100% equity basis is $18.42M (notional $25.26 A$/metal ounce on 100% terms).	April 2009: OZ Minerals Ltd entered into a sale agreement with China Sci-Tech Holdings Limited for US$211M in cash in staged payments. The project is prospective for gold. The project has an inferred mineral resource of 138.1Mt @ 1.3g/t Au, 13.6g/t Ag for a contained 6.76Moz of gold equivalent. Assuming the terms of the agreement were met the implied discounted cash equivalent on 100% equity basis is $297.72M (notional $44.01 A$/metal ounce on 100% terms).
Project	Gold Projects/assets, Cambodia	Martabe Gold/Silver Project, Sumatra, Indonesia

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Implied Value / Metal Ounce (A$)	$23.03	$41.10
Purchase Price 100% Basis (A$)	$44.51M	$77.62M
Contained AuEq Metal Ounces (Moz)	0.985	2.215
Transaction Details & Type	July 2010: Newcrest Mining Ltd and Sumatra Copper & Gold plc entered into a heads of agreement involving equity investment by Newcrest in Sumatra and a joint venture investment on two of Sumatra’s gold projects for an initial A$2.5M in shares and options. Subsequent expenditure of US$12M over five years would earn 70% interest in Sumatra’s Tandai Project. The project has four project areas with a combined mineral resources (measured, indicated and inferred) of 53.7Mt @0.95/t Au and 11.45g/t Agfor a contained 1.93Moz of gold equivalent. Assuming the terms of the agreement were met the implied discounted cash equivalent on 100% equity basis is $44.51M (notional $23.03 A$/metal ounce on 100% terms).	September 2010: Olympic Pacific Minerals Inc entered into an acquisition agreement with North Borneo Gold, the operating joint venture company for 43.5% control to reach 93.5% control of the project for US$35M in four stages over two years. The project is prospective for gold. The project has a mineral resources (indicated and inferred) of 46.77Mt @1.6/t Aufor a contained 2.45Moz of gold. Assuming the terms of the agreement were met the implied discounted cash equivalent on 100% equity basis is $77.62M (notional $41.10 A$/metal ounce on 100% terms).
Project	Tembang, Tandai Gold/Silver Projects, Sumatra, Indonesia	Bau Gold Project, Sarawak, Malaysia

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*Table 10 Market Transactions Involving Gold Exploration Projects with Low to High-Confidence Mineral Resource within South East* *Asia*	Implied Value / Metal Ounce (A$)	$11.43	Note: Differences may occur due to rounding errors
	Purchase Price 100% Basis (A$)	$131.40M
	Contained AuEq Metal Ounces (Moz)	1.200
	Transaction Details & Type	September 2008: Philex Mining Corporation entered into an agreement to acquire 50% interest in the Boyongan copper-gold porphyry property from Anglo American Exploration (Philippines) for US$55M by way of Anglo shares held in joint venture companies Silangan Mindanao Mining Company and Silangan Mindanao Exploration Company. The project has a mineral resource (measured, indicated and inferred) of 125.2Mt @0.8% Cu and 0.9/t Aufor a contained 11.5Moz of gold equivalent. Assuming the terms of the agreement were met the implied discounted cash equivalent on 100% equity basis is $131.46 (notional $11.43 A$/metal ounce on 100% terms).
	Project	Boyongan Copper-gold Project, Philippines

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Table 11 Summary of Market Transactions Involving Gold Exploration Projects with Low to High-Confidence Mineral Resource within Europe

*Table 11 Summary of Market Transactions Involving Gold Exploration Projects with* *Low to High-Confidence Mineral Resource within Europe*	*Table 11 Summary of Market Transactions Involving Gold Exploration Projects with* *Low to High-Confidence Mineral Resource within Europe*	*Table 11 Summary of Market Transactions Involving Gold Exploration Projects with* *Low to High-Confidence Mineral Resource within Europe*	*Table 11 Summary of Market Transactions Involving Gold Exploration Projects with* *Low to High-Confidence Mineral Resource within Europe*	*Table 11 Summary of Market Transactions Involving Gold Exploration Projects with* *Low to High-Confidence Mineral Resource within Europe*	*Table 11 Summary of Market Transactions Involving Gold Exploration Projects with* *Low to High-Confidence Mineral Resource within Europe*
Transaction Date	Property Value $M	Contained AuEq Moz	$/oz Gold	Au Price1 on Trans Date A$/oz Au	$/oz as % of Au Price
28-Apr-08	18.24	0.184	98.84	$953.55	10.37
24-Apr-09	297.72	1.223	44.01	$1,280.48	3.44
28-Sep-10	77.62	2.215	41.10	$1,346.92	3.05
16-Sep-09	15.21	0.858	20.97	$1,179.79	1.78
27-Jul-10	44.51	0.985	23.03	$1,299.63	1.77
20-Feb-12	18.42	1.400	25.26	$1,614.12	1.57
21-Jan-11	39.72	0.766	18.07	$1,352.64	1.34
26-Sep-08	131.40	1.200	11.43	$1,078.04	1.06
26-Feb-10	8.77	0.115	5.10	$1,249.66	0.41

1The gold price used was converted to Australian dollars using the exchange rate on the date of the transaction.

5.5.1.2 Reported Market Transactions Involving Exploration Area Gold Projects in Australia

Ravensgate’s analysis of Australian market transactions for Exploration Area asset gold projects (Table 12), on the basis of limited equivalent transactions in South East Asia indicates an implied value between $159 and $465,116 per km[2] for Exploration Area Mineral Assets, with no estimated mineral resources in accordance of the JORC Code 2004. The implied value per km[2] is dependent on the type of licence, whether it is an Exploration Licence, Prospecting Licence or Mining Licence. With lower implied values per km[2] for Exploration Licences compared to Prospecting Licences and lower implied values per km[2] for Prospecting Licences compared to Mining Licences. The implied value was also affected by the strategic importance of the licences and the presence of known gold mineralisation upon them.

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Implied Value/km2 (A$)	$3,546/km2	$1,583/km2	$465,116/km2
Purchase Price 100% Basis (A$)	$0.20M	$7.00M	$0.50M
Area (km2)	56.4	4,421	1.075
Transaction Details & Type	January 2012: Mincor Resources NL entered into an acquisition agreement with Jupiter Mines Limited for 100% of an exploration licence for $0.2M. The project is prospective for nickel and gold and has an area of 56.4km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.20M (notional $3,546 A$/km2on 100% terms).	December 2011: BHP Billiton Olympic Dam Corporation Pty Ltd entered into an acquisition agreement with Archer Exploration Limited for 80% of five exploration licences for $3.0M initially and a $3.0M exploration spend over three years. The project is prospective for gold and copper and has an area of 4,421km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $7.00M (notional $1,583 A$/km2on 100% terms).	December 2011: Macphersons Reward Gold Limited entered into an acquisition agreement with Northern Mining Limited for 100% of a single strategic prospecting licence for $0.50M. The project is prospective for gold and has an area of 1.075km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.50M (notional $465,116 A$/km2on 100% terms).
Project	Kambalda, Western Australia	West Roxby, South Australia	Nimbus, Western Australia

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Implied Value/km2 (A$)	$27,439/km2	$12,405/km2	$6,595/km2
Purchase Price 100% Basis (A$)	$0.83M	$0.10M	$0.005
Area (km2)	30.1	8.06	0.76
Transaction Details & Type	December 2011: Macphersons Reward Gold Limited entered into an acquisition agreement with Cazaly Resources Limited for 100% of a number of prospecting licences for initially $0.30M in cash and shares and a further cash payment of $0.70M in three years. The project is prospective for gold and has an area of 30.1km2. Assuming the terms of the agreement were met, the implied discounted cash equivalent on a 100% equity basis is $0.83M (notional $27,439 A$/km2on 100% terms).	December 2011: Macphersons Reward Gold Limited entered into an acquisition agreement with a private individual for 100% of five prospecting licences for $0.10M in cash and shares. The project is prospective for gold and has an area of 8.06km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.10M (notional $12,405 A$/km2on 100% terms).	December 2011: Macphersons Reward Gold Limited entered into an acquisition agreement with a private individual for 100% of one prospecting licence for $0.005M in cash and shares. The project is prospective for gold and has an area of 8.06km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.005M (notional $6,595 A$/km2on 100% terms).
Project	Nimbus, Western Australia	Nimbus, Western Australia	Nimbus, Western Australia

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Implied Value/km2 (A$)	$741/km2	$5,533/km2	$5,000/km2
Purchase Price 100% Basis (A$)	$0.85M	$0.05M	$0.015M
Area (km2)	1,147	9.04	3.00
Transaction Details & Type	November 2011: Saracen Mineral holdings Limited entered into an acquisition agreement with Rubicon Resources Limited for 100% of exploration tenements for $0.85M in cash. The project is prospective for gold and has an area of 1,147km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.85M (notional $741 A$/km2on 100% terms).	November 2011: Exterra Resources Limited entered into an acquisition agreement with an unknown party for 100% of an exploration licence for $0.05M in cash. The project is prospective for gold and has an area of 9.04km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.05M (notional $5,533 A$/km2on 100% terms).	November 2011: Aurium Resources Limited entered into an acquisition agreement with a private party for 100% of an exploration licence for $15,000 in cash. The project is prospective and has an area of 3.00km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.015M (notional $5,000 A$/km2on 100% terms).
Project	Red October, Western Australia	Linden, Western Australia	Earaheedy, Western Australia

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Implied Value/km2 (A$)	$28,571/km2	$6,498/km2	$240,730/km2
Purchase Price 100% Basis (A$)	$0.05M	$0.022M	$2.01M
Area (km2)	1.75	3.42	8.36
Transaction Details & Type	September 2011: Exterra Resources Limited entered into an acquisition agreement with an unknown party for 100% of a prospecting licence for $50,000. The prospecting licence is prospective for gold and has an area of 1.75km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.05M (notional $28,571 A$/km2on 100% terms).	September 2011: Power Resources Limited entered into an acquisition agreement with a private party for a 90% interest in the Linden and Pelt Well projects for $20,000 cash. The projects are prospective for gold mineralisation and have a combined total area of 3.42km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.022M (notional $6,498 A$/km2on 100% terms).	August 2011: Novo Resources Corp entered into a joint venture farm-in agreement with Millennium Minerals Limited for a 70% interest in three mining licences for an initial payment of $0.5M in shares and a minimum expenditure of $1.0M over 2 years. The tenements are prospective for gold and have an area of 8.32km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $2.01M (notional $240,730 A$/km2on 100% terms).
Project	Zelica Project, Western Australia	Linden and Pelt Well Projects, Western Australia	Beatons Creek Project, Western Australia

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Implied Value/km2 (A$)	$481/km2	$3,818/km2	$3,269/km2
Purchase Price 100% Basis (A$)	$0.13M	$0.21M	$0.85M
Area (km2)	270	55	260
Transaction Details & Type	August 2011: Phosphate Australia Limited entered into an acquisition agreement with Gold & Minerals Resources Pty Ltd for 100% of the Tuckanarra gold project for $130,000. The licences are prospective for gold and have an area of 270km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.13M (notional $481 A$/km2on 100% terms).	August 2011: Silver Stone Resources Limited entered into an acquisition agreement with Riedel Resources Limited for 100% of an exploration licence for $0.21M in cash and shares. The project is prospective for gold and has an area of 55km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.21M (notional $3,818 A$/km2on 100% terms).	June 2011: Talisman Mining Limited entered into acquisition agreement with an unknown party for 80% of the Muddawerrie and Livingstone projects for $0.68M in shares. The projects are prospective for gold and have a total area of 260km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.85M (notional $3,269 A$/km2on 100% terms).
Project	Tuckanarra Project, Western Australia	Cheritons, Western Australia	Muddawerrie and Livingstone Projects, Western Australia

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Implied Value/km2 (A$)	$9,091/km2	$1,626/km2	$14,108/km2
Purchase Price 100% Basis (A$)	$0.60M	$1.00M	$0.25M
Area (km2)	66	615	17.72
Transaction Details & Type	April 2011: Flinders Exploration Limited entered into an acquisition agreement with Capital Mining Limited for 100% of the Porters Mount project for $0.60M in cash and shares. The project is prospective for gold and base metals and has an area of 66km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.60M (notional $9,091 A$/km2on 100% terms).	March 2011: Rox Resources Limited entered into an acquisition agreement with Avoca Resources Limited to acquire 100% of the Mount Fisher gold and nickel project for $1.0M in shares. The tenements are prospective for gold and have an area of 615km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $1.00M (notional $1,626 A$/km2on 100% terms).	February 2011: Vector Resources Limited entered into an acquisition agreement with a private party to acquire 100% of the Muriels project comprising of 1 mining lease and 8 prospecting licences for $0.25M in cash. The project is prospective for gold and has an area of 17.72km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.25M (notional $14,108 A$/km2on 100% terms).
Project	Porters Mount, New South Wales	Mount Fisher Project, Western Australia	Muriels, Western Australia

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Implied Value/km2 (A$)	$10,177/km2	$159/km2	$102,965/km2	$139,535/km2
Purchase Price 100% Basis (A$)	$1.70M	$0.05	$2.50M	$0.06M
Area (km2)	167	315	24.28	0.43
Transaction Details & Type	February 2011: Alphabrass Resources Pty Ltd entered into a farmin joint venture agreement with Australian Minerals & Mining Group Limited to earn 51% of its Illaara project by expending $1.0M over 3 years. The Illaara project consists of one exploration licence, is prospective for Gold, Copper, Zinc and Silver and has an area of 167km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $1.70M (notional $10,177 A$/km2on 100% terms).	February 2011: Fitzroy Resources Limited entered into an acquisition agreement with Kangaroo Resources Limited for 100% of one exploration permit for $0.05M in cash. The project is prospective for base metals and has an area of 315km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.05M (notional $159 A$/km2on 100% terms).	January 2011: Phoenix Gold Limited entered into an acquisition agreement with Australian Gold Investments Limited to acquire 100% of their Broads Dam Gold project for $2.5M in cash and shares. The Broads Dam project consists of 14 prospecting licences with an area of 24.28km2, which are prospective for gold. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $2.5M (notional $102,965 A$/km2on 100% terms).	January 2011: Paynes Find Gold Limited entered into an
Project	Illaara, Western Australia	Rockwood, Queensland	Broads Dam Project, Western Australia	Paynes Find, Western Australia

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Implied Value/km2 (A$)		$351,307/km2	$303/km2
Purchase Price 100% Basis (A$)		$0.54M	$0.06M
Area (km2)		1.53	190
Transaction Details & Type	acquisition agreement with Provider Express Pty Ltd to acquire 100% of a prospecting licence for $60,000. The prospecting licence is prospective for gold and has an area of 0.43km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.06M (notional $139,535 A$/km2on 100% terms).	December 2010: Saracen Mineral Holdings Limited entered into an acquisition option agreement with an unknown party to acquire 80% of the Tin Dog project for $430,000. The project consists of three prospecting licences and one mining licence, prospective for gold with a total area of 1.53km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.54M (notional $351,307 A$/km2on 100% terms).	December 2010: Lodestar Minerals Limited entered into an acquisition agreement with an unknown party for 100% of two exploration licences in the Peak Hill-Doolgunna district for $0.06M in cash and shares. The project is prospective for gold and base metals and has an area of 190km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.06M (notional $303 A$/km2on 100% terms).
Project		Tin Dog Project, Western Australia	Peak Hill-Doolgunna, Western Australia

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Implied Value/km2 (A$)	$1,150/km2	$1,714/km2	$417/km2
Purchase Price 100% Basis (A$)	$0.12M	$3.94M	$0.09M
Area (km2)	100	2,300	210
Transaction Details & Type	November 2010: Beacon Minerals entered into an acquisition agreement with an unknown party for four exploration licences in the Barlee area for $0.12M in cash. The project is prospective for gold and has an area of 100km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.12M (notional $1,150 A$/km2on 100% terms).	October 2010: Sirius Resources NL entered into an acquisition agreement with Mark Creasy for a 70% interest in exploration licences near Tropicana for $2.76M in shares. The project tenements are prospective for gold and have an area of 2,300km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $3.94M (notional $1,714 A$/km2on 100% terms).	May 2010: Icon Resources Limited entered into an acquisition agreement with Kangaroo Resources Limited for 100% of two exploration permits near Mt Carbine for $0.09M. The project is prospective for tungsten and tin and has an area of 210km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.09M (notional $417 A$/km2on 100% terms).
Project	Barlee, Western Australia	Tropicana Belt, Western Australia	Mt Carbine, Queensland

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*Table 12 Market Transactions Involving Gold Exploration Projects at the Exploration Area Stage within Australia*	Implied Value/km2 (A$)	$9,971/km2	Note: Differences may occur due to rounding errors
	Purchase Price 100% Basis (A$)	$0.99M
	Area (km2)	99
	Transaction Details & Type	September 2009: Dominion Mining Limited entered into a farm-in joint venture with PacMag Metals Limited where they can earn 70% of the Northling Copper Project for an initial payment of $0.10M and expending $0.75M within 5 years. The Northling project is prospective for copper and has an area of 99km2. Assuming the terms of the agreement were met the implied discounted cash equivalent on a 100% equity basis is $0.99M (notional $9,971 A$/km2on 100% terms).
	Project	Northling Project, Western Australia

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5.5.2 Commodity Prices

Ravensgate has examined the historical commodity charts (Figure 6, Figure 7 and Figure 8) for general trends over time. A general analysis of the price chart for Gold in Figure 6 shows a continuous price increase with only a short period of slight price decline between April and November 2008. In recent months the gold price has remained relatively steady although showing a significant rise in late 2011 interpreted to be partly a response to the “European Debt Crisis”. Copper in Figure 7 shows the price being steady until July 2008 where there is a drop to December 2008, followed by a gradual increase until February 2011, where the price remained steady until July 2011 where it dropped back and steadied again. Silver in Figure 8 had a small price rise in January 2008, followed by a price drop in August 2008; from November 2008 it has slowly risen until September 2010, where it rose steadily until April 2011, where it has slowly declined. Ravensgate has taken into consideration the general commodity trend as an influence on deriving a final project valuation.

Figure 6 Gold Five Year Monthly Average Price Chart to May 2012

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

2000
Gold
1500
1000
500
0
US Dollars per Troy Ounce of Gold
May-07 Jul-07 Sep-07 Nov-07 Jan-08 Mar-08 May-08 Jul-08 Sep-08 Nov-08 Jan-09 Mar-09 May-09 Jul-09 Sep-09 Nov-09 Jan-10 Mar-10 May-10 Jul-10 Sep-10 Nov-10 Jan-11 Mar-11 May-11 Jul-11 Sep-11 Nov-11 Jan-12 Mar-12 May-12
----- End of picture text -----

Source: Metalprices.com

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Figure 7 Copper Five Year Monthly Average Price Chart to May 2012

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

12,000
Copper
10,000
8,000
6,000
4,000
2,000
0
Source: Metalprices.com
Figure 8 Silver Five Year Monthly Average Price Chart to May 2012
50
Silver
40
30
20
10
0
US Dollars per Metric Tonne
May-07 Aug-07 Nov-07 Feb-08 May-08 Aug-08 Nov-08 Feb-09 May-09 Aug-09 Nov-09 Feb-10 May-10 Aug-10 Nov-10 Feb-11 May-11 Aug-11 Nov-11 Feb-12 May-12
US Dollars per Troy Ounce of Silver
May-07 Aug-07 Nov-07 Feb-08 May-08 Aug-08 Nov-08 Feb-09 May-09 Aug-09 Nov-09 Feb-10 May-10 Aug-10 Nov-10 Feb-11 May-11 Aug-11 Nov-11 Feb-12 May-12
----- End of picture text -----

Source: Metalprices.com

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5.6 Mineral Asset Valuations

5.6.1 Batangas Gold and Copper Project, Philippines

5.6.1.1 Selection of Valuation Method

The Batangas Gold and Copper Project can be divided between:

Exploration projects 100% owned by Mindoro that lie within the Lobo and Archangel areas classified as an “Advanced Exploration Area”. Under this classification mineral assets are assessed where considerable exploration has been undertaken and specific targets have been identified that warrant further detailed evaluation, usually by some form of detailed geological sampling. A JORC compliant mineral resource may or may not have been estimated but sufficient work will have been undertaken that provides a good understanding of mineralisation and that further work will elevate a prospect to the resource category
Exploration projects 100% owned by Mindoro that lie outside Lobo and Archangel areas. This section relates specifically to the copper-gold exploration targets within the Batangas project area and shown in Table 12. Although some of the tenements do have historical workings on them, the associated data is limited and of uncertain quality and reliability. In summary, the level of geological knowledge and confidence in the data and information relating to the tenements should, in Ravensgate’s opinion, be classified as Exploration Results, and the tenements should be considered to be Grass Roots Exploration Areas;

A mineral resource as defined in the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code - 2004 Edition) has been reported as listed in Section 3.5. In valuing the mineral asset of the Archangel Project, Ravensgate considers the ‘DCF/NPV’ method inappropriate. For the valuation of Mindoro’s reported mineral resources, Ravensgate has valued the mineral resources as reported in Section 3.5 at the cut-off used.

Ravensgate has elected to apply the Comparable Transaction Method to value the project after consideration of the various valuation methods outlined in Section 5.1 and the geological/exploration information outlined in Sections 3.5 and 4.4

5.6.1.2 Project Analysis – Comparable Transactions Method

Ravensgate’s analysis of relevant gold market transactions in South East Asia (relevant to the Lobo and Archangel projects) and Australia (relevant to copper-gold targets for Batangas) (Table 10 and Table 12 respectively) indicates that the implied value of less advanced exploration projects with gold mineral resources generally range from $5.10 to $98.84 per contained resource ounce of gold metal in South East Asia and $159 to $465,000 per square kilometre for gold exploration tenements in Australia. Ravensgate considers the Asian transactions of $5.10 and $98.84 per contained resource ounce of gold metal to be outliers and have refined the range to $11.43 to $44.01 for this analysis. Analysing the transactions of the less advanced exploration projects in Asia and Australia while excluding the more advanced exploration projects, taking into account the change in the gold price over time and expressing the dollar value per ounce of gold as a percentage of the gold price the average of these transactions is 1.61%, which equates to $25.24 using the Gold Spot Price on 27 June 2012 of $1,579.14 (US$1,573.20).

Ravensgate has derived an implied range of $22.10 to $28.37 with a preferred value of $25.24 per ounce of contained gold equivalent (AuEq) to apply to the Batangas mineral resources listed in Section 3.5 using the Gold Spot Price 27 June 2012 of $1,579.14 (US$1,573.20). These derived values are based on the dollar value per ounce of gold expressed as a percentage of the gold price, where a range from 1.41% to 1.81% has been applied and the preferred value is based on 1.61%. This range reflects the lower confidence and grade gold mineral resources. These values relate to approximately

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$11.71M to $15.03M for the contained metal within the current Mineral Resource Estimates (529,670 oz AuEq metal) for a 100% interest in the Batangas projects. From this range a preferred value of $13.37M has been selected which reflects a value of $25.24 per contained resource ounce of gold, the outcome of successful exploration to date and the quality of the mineral resources.

A summary of the valuations of the Batangas Project can be found below in Table 13.

Table 13 Mindoro – Comparative Transactions Valuation for the Batangas Project

*Table 13 Mindoro – Comparative Transactions Valuation for the Batangas Project*	*Table 13 Mindoro – Comparative Transactions Valuation for the Batangas Project*	*Table 13 Mindoro – Comparative Transactions Valuation for the Batangas Project*	*Table 13 Mindoro – Comparative Transactions Valuation for the Batangas Project*	*Table 13 Mindoro – Comparative Transactions Valuation for the Batangas Project*	*Table 13 Mindoro – Comparative Transactions Valuation for the Batangas Project*	*Table 13 Mindoro – Comparative Transactions Valuation for the Batangas Project*
Batangas Project Area	Mineral Asset	Ownership %	Area km2		Valuation
				Low $M	High $M	Preferred $M
Archangel	Advanced Exploration Area	100%	-NA-	10.23	13.13	11.68
Lobo	Advanced Exploration Area	100%	-NA-	1.48	1.90	1.69
Cu-Au Exploration Targets	Exploration Areas	100%	175.76	0.25	0.55	0.40

The valuation has been compiled to an appropriate level of precision and minor rounding errors may occur.

5.6.2 Tapian San Francisco Copper-gold Prospect, Mindanao, Philippines

5.6.2.1 Selection of Valuation Method

The Tapian San Francisco Exploration Licences owned 75% by Mindoro can be classified as “Exploration Area” mineral assets where mineralisation may or may not have been identified, but specifically where a JORC compliant mineral resource has not been identified. The commodity item of interest for exploration is gold and copper mineralisation.

5.6.2.2 Project Analysis – Comparable Transactions Method

Ravensgate’s analysis of Australian market transactions for Exploration Area mineral asset gold projects (Table 12) suggests an implied value between $159 to $465,000 per square kilometre for Exploration Area Mineral Assets; with no estimated Mineral Resources in accordance of the JORC Code 2004. Within this range, more “green-fields” exploration projects range from $250 to $1,500 per square kilometre, more advanced projects were prospects have been defined range from $1,500 to $5,500 per square kilometre, and most advanced “brownfields” projects typically range from $5,500 to $15,000 per square kilometre. Assets of strategic value sit at the highest end of the range ($15,000 to $68,000 per square kilometre).

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Ravensgate considers that the best approach to arrive at an appropriate valuation for Tapian San Francisco project is use comparable transactions, using the Exploration Area comparison on a square kilometre basis on which to value the surrounding exploration licence.

Ravensgate has derived an implied range of $500 to $1,500 per square kilometre with a preferred value of $1,000 per square kilometre to apply to the area of the exploration licences, which has an area of 24.26km[2] . These values relate to approximately $0.02M to $0.03M. From this range a preferred value of $0.02M has been selected, which reflects a value of $18,950 for the tenements. This value reflects the stage of exploration at the project and limited technical data made available to Ravensgate.

5.7 Valuation Summary

Ravensgate has concluded that Mindoro’s Projects are of merit (although at varying stages of exploration and subsequent mineral asset classification), and worthy of further exploration. A summary of Mindoro’s project valuations in current ownership percentage terms is provided in Table 14. The applicable valuation date is 27 June 2012 and is derived from using Comparable Transactions valuation method. The value of the listed projects is considered to lie in a range from $11.97M to $15.60M, within which range, Ravensgate has selected a preferred value of $13.78M.

Table 14 Mindoro – Summary Valuation for their Projects

*Table 14 Mindoro – Summary Valuation for their Projects*	*Table 14 Mindoro – Summary Valuation for their Projects*	*Table 14 Mindoro – Summary Valuation for their Projects*	*Table 14 Mindoro – Summary Valuation for their Projects*	*Table 14 Mindoro – Summary Valuation for their Projects*	*Table 14 Mindoro – Summary Valuation for their Projects*	*Table 14 Mindoro – Summary Valuation for their Projects*
Mindoro Projects	Mineral Asset	Ownership %	Area km2		Valuation
				Low $M	High $M	Preferred $M
Archangel Resource	Advanced Exploration Area	100%	N/A	10.23	13.13	11.68
Lobo Resource	Advanced Exploration Area	100%	N/A	1.48	1.90	1.69
Batangas Cu-Au Targets	Exploration Area	100%	175.76	0.25	0.55	0.40
Tapian San Francisco	Exploration Area	75%	24.26	0.01	0.03	0.02
TOTAL	Various	75% & 100%		11.97	15.60	13.78

The valuation has been compiled to an appropriate level of precision and minor rounding errors may occur.

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6. TENEMENT DETAILS


*Table 15 Project Tenement Details MRL Gold Philippines*
Tenement ID	Status	Area (km2)	Expiry	Holder
Batangas Properties, Luzon, Philippines
MPSA-177-2002-IV	granted	10.12	20/11/2027	Egerton Gold Phils., Inc
MPSA-176-2002-IV	granted	11.64	20/11/2027	Egerton Gold Phils., Inc
EP-IVA-006	granted	24.93	4/12/2012*	Egerton Gold Phils., Inc
EP-IVA-007	granted	44.88	4/12/2012*	Egerton Gold Phils., Inc
EP-IVA-008	granted	9.77	22/06/2012*	Egerton Gold Phils., Inc
EP-IVA-009	granted	63.15	14/01/2012*	Egerton Gold Phils., Inc
EP-IVA-010	granted	15.79	22/06/2012*	Egerton Gold Phils., Inc
EP-IVA-011	granted	8.73	19/04/2009*	Egerton Gold Phils., Inc
EP-IVA-014	granted	29.91	23/05/2012*	MRL Gold
EP-IVA-015	granted	24.61	23/05/2012*	Egerton Gold Phils., Inc
TOTAL		243.53
Tapian San Francisco Properties, Mindanao, Philippines
MPSA No. 033-95-XII	granted	4.86	31/01/2021	Estrella F. Bautista
EP No. XIII-16	granted	19.40	17/05/2012*	MMEC
TOTAL		24.26

*A tenement application to extend the life of the tenement has been submitted to the relevant State or Territory Department.

Note : A number of tenements currently under application have been omitted from the table above and are not included in the valuation process. These are:

Batangas; EPA - IVA - 93, 102,103 and 106

Tapian; EPA – 106-XIII, EPA-88-XIII

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7. REFERENCES

Bailey,D.G., 2005. Lobo Prospect, Batangas Province, Philippines South West Breccia Zone Geology and Mineral Resource

Barton, A.,Lewis, S., Binks, G.,Wylie, C., 2012, Taysan Copper Gold Project Prefeasibility Study for a 15 Million Tonne per Annum Mine for Crazy Horse Resources Inc. Effective Date:12/06/2012.

Cox, D.M., 2010. NI 43-101 Report Mineral Resource Estimate Upgrade on Kay Tanda Project, Luzon, Philippines for Mindoro Resources Limited

Crazy Horse Resources Incorporated, 2012, The Taysan Copper – Gold Project, April 2012, www.crazyhorseresources.com/i/pdf/CorpoporatePresentation.pdf

Francisco, D.G., 2011, Batangas Joint Venture Projects, Batangas Province, Southern Luzon, Philippines, 05 July, 2011, Gold Fields Philippines Holdings B.V.

Intierra, 2012, Risk Summary Philippines.

http://au.intierra.com/CRisksDetail.asp?LL=KR&ID=149

JORC, 2004, Australasian Code for Reporting of Mineral Resources and Ore Reserves (The JORC Code) prepared and jointly published by: The Joint Ore Reserve Committee of the Australasian Institute of Mining and Metallurgy, Australia Institute of Geosciences and the Minerals Council of Australia (JORC) Published December 2004.

Mindoro, 2012, http://www.mindoro.com/

Mindoro, 2012, Tuesday January 3rd, Press Release, Mindoro Resources Reports the Results of Drilling Gold Feeder Structures at Archangel.

Mindoro, 2011, Wednesday July 20, 2011, Press Release, Mindoro Intersects High Grade Copper at Pan De Azucar and Plans to Drill High Grade Gold Targets at Lobo.

Mindoro, 2011, Wednesday November 16, Press Release, Mindoro Resources Announces Final Three Gold Intersections from Southwest Breccia, Lobo Project.

Mindoro, 2010, Prospectus To raise A$8 million at 20 cents (Australian) per Chess Depositary Interest with Mindoro to be listed on ASX in addition to its existing listing on TSX-V, Mindoro Resources Limited, ARBN: 143 485 698, Incorporated in Alberta, Canada.

Onley, P., October 2010, Mindoro Resources Limited, Independent Geologist’s Report, Golder Associates.

Rohrlach, B.D., Fredericksen, D. C., 2008, Independent Geological Report on the Epithermal Gold-Silver Resource at Kay Tanda Prospect Area, Southern Luzon, Philippines for Mindoro Resources Limited, 12th February, 2008

Rohrlach, B.D., 2012, Geological Review of the Batangas Project, Southwest Luzon, Philippines, Exploration Targets, Potential and Strategy, Archangel Region, Lobo-Pica Region, El Paso, Calo and Talahib Regions, and Adjacent Areas. 31st January 2012, for Mindoro Resources Limited.

VALMIN, 2005, Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports – The VALMIN Code, 2005 Edition.

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8. GLOSSARY

A$ Australian dollars. Andesite

An intermediate volcanic rock composed of andesine and one or more mafic minerals.

Data pertaining to the physical properties of the Earth’s crust at or near surface and collected from an aircraft.

Data

A procedure where the element composition of a rock soil or mineral sample is determined.

Assay
Chalcopyrite Craton Dacite

CuFeS2, a copper ore.

Is an old and stable part of the continental lithosphere.

Is an igneous, volcanic rock. It has an aphanitic to porphyritic texture and is intermediate in composition between andesite and rhyolite.

Density Mass of material per unit volume. Deposit A mineralised body which has been physically delineated by sufficient drilling and found to contain sufficient average grade of metal or metals to warrant further exploration and development expenditure.
Diamond drilling A method of obtaining a cylindrical core of rock by drilling with a diamond impregnated bit.
Dip The angle at which a rock stratum or structure is inclined from the horizontal.
Dykes A tabular body of intrusive igneous rock, crosscutting the host strata at a high angle.
Facies Characteristic features of rocks such as sedimentary rock type, mineral content, metamorphic grade, fossil content and bedding characteristics.
Fault zone A wide zone of structural dislocation and faulting. Feldspar A group of rock forming minerals. Felsic An adjective indicating that a rock contains abundant feldspar and silica.

Foliated Banded rocks, usually due to crystal differentiation as a result of metamorphic processes.

Footwall Surface of rock along the fault plane having rock below it. g/t Grams per tonne. Gabbro A fine to coarse grained, dark coloured, igneous rock composed mainly of calcic plagioclase, clinopyroxene and sometimes olivine. Galena Is the natural mineral form of lead sulphide. It is the most important lead ore mineral. Geochemical Pertains to the concentration of an element. Geophysical Pertains to the physical properties of a rock mass. GIS database A system devised to present partial data in a series of compatible and interactive layers.

Gneiss Coarse-grained, banded metamorphic rock. Granite A common type of intrusive, felsic, igneous rock.

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A broad term used to describe an elongate belt of rocks that have undergone regional metamorphism to greenschist facies.

Greenstones A broad term used to describe an elongate belt of rocks that have undergone regional metamorphism to greenschist facies. Hangingwall The mass of rock above a fault, vein or zone of mineralisation. Igneous A rock that has solidified from molten rock or magma. In-situ In the natural or original position. Intermediate A rock unit which contains a mix of felsic and mafic minerals. Intrusion/Intrusive A body of igneous rock that invades older rock. Joint venture A business agreement between two or more commercial entities. JORC Joint Ore Reserves Committee (of the Australian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and the Minerals Council of Australia).

JORC Code A code developed by the Australian Joint Ore Reserves Committee which sets minimum standards for public reporting of exploration results, Mineral Resources and Ore Reserves.

kg/m[3 ] Kilogram per cubic metre. kg/t Kilograms per tonne, a standard mass unit for demonstrating the concentration of uranium in a rock.

Lithology A term pertaining to the general characteristics of rocks. M Millions. Mafic A dark igneous rock composed dominantly of iron and magnesium minerals (such as basalt).

Magnetometer Mass recovery Metamorphism

An instrument which measures the earth's magnetic field intensity.

The percentage of mass recovered after processing.

Process by which changes are brought about to rock in the earth’s crust by the agencies of heat, pressure and chemically active fluids.

Mineralisation A geological concentration minerals or elements of prospective economic interest.

Mineral A substance occurring naturally in the earth which may or not be of economic value.

Mineralised zone Any mass of rock in which minerals of potential commercial value may occur.
Mineral Resource A mineral inventory that has been classified to meet the JORC code standard.
mRL Metres reduced level, refers to the height of a point relative to a datum surface.
Mt Million Tonnes. Open pit A mine working or excavation open to the surface. Ore Material that contains one or more minerals which can be recovered economically.
Ore Reserve An Ore Reserve that has been classified to meet the JOR code standard.
Orogen A belt of deformed rocks, usually comprising metamorphic and intrusive igneous rocks, mostly occurring along the collision zone between cratons.
Outcrops Surface expression of underlying rocks.

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Outlier A limited area of younger rocks completely surrounded by older rocks. Percussion drilling Drilling method of where rock is broken by the hammering action of a drill bit.

ppb Parts per billion; a measure of low level concentration. Proterozoic Geological eon that extended from 2.5 billion to 542 million years ago.

Pyrite A common, pale bronze iron sulphide mineral. Pyrrhotite A common, pale bronze iron sulphide mineral. RAB drilling A relatively inexpensive and less accurate drilling technique (compared to RC drilling) involving the collection of sample returned by compressed air from outside the drill rods.
RC drilling Reverse Circulation drilling, whereby rock chips are recovered by airflow returning inside the drill rods, rather than outside, thereby returning more reliable samples.

Reserves The portion of a mineral deposit which could be economically extracted or produced at the time of the Reserve determination. These are classified as either proven, probable or possible Ore Reserves based on the JORC code.

Resource An occurrence of material of intrinsic economic interest in a form that provides reasonable prospects for eventual economic extraction. These are classified as Measured, Indicated or Inferred ore resources based on the JORC code.
Rock chip sampling The collection of rock specimens for mineral analysis. Sandstone Sedimentary rock comprising predominantly of sand. Sedimentary Rocks formed by the deposition of particles carried by air, water or ice.
Shale Fine grained sedimentary rock with well-defined bedding planes. Sphalerite (Zn,Fe)S is a mineral that is the chief ore of zinc. Spot price Current delivery price of a commodity traded in the spot market. Strike The bearing of a rock formation. Stratiform The arrangement of mineral deposit in strata or layers. Strike Horizontal direction or trend of a geological structure. t Tonne. Tpa Tonnes per annum. Tenements Large tracts of land granted under lease to mining companies and prospectors by the government.
US$ United States Dollars

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ANNEXURE B – SOLICITOR’S REPORT ON PERMITS

175

3113-03/798075_1.DOCX

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26 July 2012

The Board of Directors Red Mountain Mining Ltd Unit 1, No. 2 Richardson Street, West Perth, W.A. 6005

Dear Sirs,

SOLICITOR’S REPORT ON PHILIPPINE COPPER-GOLD ASSETS/INTERESTS/CONTRACTUAL RIGHTS OF MRL GOLD PHILIPPINES, INC.

1. INTRODUCTION

1.1. Quisumbing Torres (“ QT ”), member firm of Baker & McKenzie International, acted as Philippine legal adviser on the matters specifically covered by this report (“ Report ”) in connection with Red Mountain Mining Ltd’s (“ Company ”) possible acquisition of the following assets/interests/contractual rights of MRL Gold Philippines, Inc. (“ MRL ”) in the Philippines (“ Assets ”), through an assignment to a new corporation to be registered under Philippine law (“ NewCo ”) (“ Acquisition” ):
1.1.1. The following tenements and applications located in the Province of Batangas (“ Batangas Tenements/Applications ”), in the name of MRL Gold Philippines, Inc. (“ MRL ”):
- 1.1.1.1. Exploration Permit (“ EP ”) No. IVA-009 (“ El Paso EP ”);
- 1.1.1.2. EP No. IVA-014 (“ Rosario EP ”);
- 1.1.1.3. EP Application (“ EPA ”) No. IVA-103 (“ Batangas Extension EPA ”);
- 1.1.1.4. EPA No. IVA-102 (“ Calo Extension EPA ”); and
- 1.1.1.5. EPA No. IVA-093 (“ SW Lobo EPA ”);
1.1.2. EP No. 22-XIII (“ West Canaga EP ”) located in the Province of Surigao, in the name of MRL;
1.1.3. MRL’s contractual rights and interests in the following tenements and applications located in the Province of Batangas, in the name of Egerton Gold Philippines, Inc. (“ Egerton ”) (“ Egerton Tenements ”):
- 1.1.3.1. Mineral Production Sharing Agreement (“ MPSA ”) No. 177-2002-IV (“ Archangel MPSA ”);
- 1.1.3.2. MPSA No. 176-2002-IV (“ Lobo MPSA ”);
- 1.1.3.3. EP No. IVA-006 (“ Calo EP ”);
- 1.1.3.4. EP No. IVA-007 (“ Pica EP ”);
- 1.1.3.5. EP No. IVA-008 (“ Biga EP ”);
- 1.1.3.6. EP No. IVA-010 (“ Philex EP ”);

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  - 1.1.3.7. EP No.  IVA-011 (“ **Talahib EP** ”); and

  - 1.1.3.8. EP No.  IVA-015 (“ **East Lobo EP** ”);

1.1.4. MRL’s contractual rights and interests in EPA No. IVA-106 (“ Villena EPA ”) located in the Province of Batangas, in the name of Hernando D. Villena (“ Villena ”);
1.1.5. MRL’s contractual rights and interests in the following tenements and applications located in the Province of Surigao (“ Surigao Tenements/Applications ”):
- 1.1.5.1. MPSA No. 033-095-X (“ TSF-Canaga MPSA ”), in the name of Estrella Bautista;
- 1.1.5.2. EP No. 16-XIII (“ TSF-Tapian Main EP ”), in the name of Minimax Mineral Exploration Corporation (“ Minimax ”);
- 1.1.5.3. EPA No. 000106-XIII (“ North Tapian EPA ”), in the name of Minimax;
- 1.1.5.4. EPA No. XIII-88 (“ Tibur EPA ”), in the name of Mindanao Gold Resources, Inc. (“ MGRI ”); and
1.1.6. MRL’s 40% interest in the outstanding capital stock of Egerton, and option, assignable to another person or persons qualified under Philippine law, to take an assignment of the remaining 60% outstanding capital stock of Egerton.
1.2. In anticipation of the Acquisition, QT has been instructed by the Company to provide a Report relating to the Assets.

This Report sets out a summary of the result of our investigations into the corporate standing of Egerton and MRL, as well as investigations into the holding and tenure of the Assets, and all material agreements relating thereto.

1.3. In so far as we have been able to gain access to the same, we have viewed and reported on:
1.3.1. public documents filed and kept at the following government agencies and made available to QT:
- 1.3.1.1. Securities and Exchange Commission (“ SEC ”) as of 2 July 2012;
- 1.3.1.2. Mines and Geosciences Bureau (“ MGB ”) Regional Office IV and Regional Office XIII as of 2 July 2012;
- 1.3.1.3. Environmental Management Bureau (“ EMB ”) Regional Office IV as of 13 June 2012 and Regional Office XIII as of 13 June 2012; and
- 1.3.1.4. National Commission on Indigenous Peoples (“ NCIP ”) Regional Office IV as of 13 June 2012 and Regional Office XIII as of 13 June 2012.

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Consequently, references to a review of the records and/or certifications from the aforementioned government agencies, and our opinions on good standing of the corporation and the Permits that this Report covers should be read in this context.

1.3.2. the relevant statutes and regulations issued in relation thereto including but not limited to:
- 1.3.2.1. The Philippine Constitution of 1987 (“ Constitution ”) ;
- 1.3.2.2. The Corporation Code of the Philippines (“ Corporation Code ”);
- 1.3.2.3. The Philippine Mining Act of 1995 (“ Mining Act ”) and its Implementing Rules and Regulations (“ IRR ”); and
- 1.3.2.4. The Indigenous Peoples’ Rights Act of 1997 (“ IPRA ”) and its IRR.
1.4 For the purposes of this Report, we have assumed without investigation the genuineness of all signatures and dates and the authenticity of all copies or form of documents we have inspected and no material documents have been withheld from us, whether deliberately or inadvertently. We have assumed that the material contracts in Appendix 2 were within the capacity and powers of, and validly authorized, executed and delivered by and are binding on the parties to them and comprise the entire agreement of the parties to each of them with respect to their respective subject matters.

2. CORPORATE STANDING WITH THE SEC

2.1. We have reviewed the corporate records of Egerton and MRL at the SEC and set out our findings below.
1.3.2. Egerton and MRL have been duly incorporated in the Philippines and have active SEC registrations.
1.3.3. Egerton and MRL are in good standing with the SEC.

3. REVIEW OF MINING TENEMENTS

3.1. Our investigation at the MGB reveals that (i) all approved tenements (i.e., MPSAs, EPs) covered by this Report are in good standing with the MGB[1] , and (ii) all pending tenement applications (i.e., EPAs) covered by this Report have obtained preferential right for the issuance of an EP over the area that the tenement application covers, subject to MGB’s

1 On 4 July 2012, MGB Region IV issued Certificates of Good Standing for the Batangas Tenements/Applications.

On 25 July 2012, we obtained copies of the Certificates of Good Standing for the TSF-Tapian Main EP and the West Canaga EP as of 10 May 2012 from the MGB Region XIII. The TSF-Tapian Main EP and the West Canaga EP have expired in May 2012 and their renewal applications are currently pending review with the MGB Region XIII.

On 25 July 2012, MGB Region XIII issued a Certification for the TSF-Canaga MPSA stating that the holder “has complied the Terms and Conditions under MPSA No. 033-95-X”, has “partially implemented exploration and environmental activities under MPSA No. 033-95-X, has “submit[ted] the necessary reportorial requirements pursuant to the Philippine Mining Act of 1995 (RA 7942) and its Implementing Rules and Regulations (DAO 96-40, as amended), and has “paid the occupation fees for the MPSA area corresponding to 486 hectares covering the period of CY 2010-12.” .

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evaluation of compliance with requirements and the MGB’s approval. A summary of the Tenements/Applications and details relating thereto is set out in Appendix 1.

3.2. Batangas Tenements / Applications:
3.2.1. The appointment of MRL as the operator of Lobo MPSA and Archangel MPSA under the Letter Agreement dated 23 October 2000, and clarified in a Letter of Confirmation dated 24 July 2001, both signed between Egerton and MRL, (“ Letter Agreement ”) may be construed as allowing MRL to use, exploit or enjoy the rights under Lobo MPSA and Archangel MPSA, regardless of its foreign nationality, in violation of the Mining Act and the Philippine Anti-Dummy Law. We recommend that the relationship between the MRL and Egerton be recast into independent contracting arrangements (e.g., a technical services agreement between Egerton and MRL, appointing the latter as an independent contractor), prior to the assignment of MRL’s interest in the Letter Agreement to NewCo. A draft Technical Services Agreement has been drafted to constitute MRL as independent contractor. It is intended to be executed as a condition precedent to closing the Acquisition. Mindoro Resources Limited (“ Mindoro ”) will warrant in the Share Sale Agreement for the Acquisition that the Lobo MPSA and Archangel MPSA will have been operated in accordance with Philippine law on closing.
3.2.2. The exploration periods of Lobo MPSA and some of the EPs (i.e., Calo EP, Pica EP, Rosario EP, East Lobo EP, Biga EP and Philex EP) have expired and are pending extension or renewal with the MGB.
3.2.3. The Municipality of San Juan Batangas, through San Juan Sanggunian Bayan (“ SB ”) Resolution No. 11-2006 (“ SB Resolution 11-06 ”), objects to MRL Gold’s conduct of exploration activities within the jurisdiction of the Municipality of San Juan. The following EPs include areas that the Municipality of San Juan covers: Pica EP, Biga EP, and El Paso EP.
3.2.4. The Mayor of the Municipality of Rosario issued Administrative Order No. 14, s. 2009 (“ AO 14-09 ”) enforcing a moratorium on all mining and exploration activities throughout the jurisdiction of the Municipality of Rosario. This issue affects the following tenements / applications that include areas under the jurisdiction of the Municipality of Rosario: El Paso EP, Rosario EP, and Batangas Extension EPA.
3.2.5. SB Resolution 11-06 and AO 14-09 are arguably inconsistent with Section 8 of the Mining Act which provides that “the [Department of Environment and Natural Resources] shall be the primary government agency responsible for the conservation, management, development and proper use of the State’s mineral resources, including those in reservations, watershed areas and lands of the public domain.” SB Resolution 11-06 and AO 14-09 are also arguably inconsistent with Executive Act No. 79 (“ EO 79 ”), which directs local government units (“ LGUs ”) to ensure that the exercise of the latter’s powers and functions is consistent with and conform to the regulations, decisions, and policies already promulgated and taken by the National Government relating to the conservation, management, development, and proper utilization of the

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State’s mineral resources, particularly the Mining Act and its implementing rules and regulations, while recognizing the need for social acceptance of proposed mining projects and activities. Under EO 79, LGUs shall confine themselves only to the imposition of reasonable limitations on mining activities conducted within their respective territorial jurisdictions that are consistent with national laws and regulations.

3.3. Surigao Tenements / Applications:
3.3.1. Based on our oral conferences with the Regional Legal Officer of the NCIP-Region XIII, it appears that the Mamanwa Indigenous Peoples have filed an application for Certificate of Ancestral Domain Title (“ CADT ”) with the NCIP and that the CADT Application covers a portion of the area that TSF-Tapian Main EP covers. If the CADT is granted, Minimax may be required to obtain the FPIC of the CADT holders if it intends to renew the EP, or convert the EP into an MPSA.
3.3.2. Based on our oral conferences with the Regional Legal Officer of the NCIP-Region XIII, it also appears that the Mamanwa Indigenous Peoples have filed an application for CADT with the NCIP and that the CADT Application covers a small portion (1,001.5 sq.m.) of the area covered by the North Tapian EPA. If the CADT is granted prior to the grant of the EP, Minimax may be required to obtain the FPIC of the CADT holders before the EP is granted. If the CADT is granted subsequent to the grant of the EP, Minimax may be required to obtain the FPIC of the CADT holders if it intends to renew the EP, or convert the EP into an MPSA. Alternatively, the portion of EPAXIII-106 that is located within the CADT application may be excluded from the tenement in order to avoid having to obtain the FPIC of the CADT holders if the CADT is granted.
3.3.3. Based on the records of the Community Environment and Natural Resources Office – Surigao, it appears that the Mainit-Malimono Tree Farmers Association (“ MAMAFTA ”) is the holder of a Community Based Forest Management Agreement (“ CBFMA ”), which was approved on 22 December 2000, and which overlaps with certain portions of TSF-Tapian Main EP and Tibur EPA. While the existence of a CBFMA will not preclude the tenement holder from exercising its rights over the areas granted to it, the consent of the CBFMA holder must be obtained prior to the grant of a mineral agreement (such as an MPSA or FTAA) over the overlapping area. This is pursuant to the Mining Act, which provides that mineral resources in forestlands shall be open to mineral agreements, subject to any existing rights or reservations and prior agreements of all parties. The records of the MGB do not indicate whether or not the consent of MAMAFTA has been sought or given for either TSF-Tapian Main EP or Tibur EPA.
3.3.4. Based on MRL’s letter dated 15 July 2010 to the Provincial Environment and Management Office, a Small-Scale Mining Permit, granted on March 2010, exists over the area covered by TSF Canaga MPSA. MRL did not receive a response from the Provincial Environment and Management Office as regards the letter dated 15 July 2012. Based on our informal conference with a responsible MGB Officer on 13 June

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2012, the MGB had verified the presence of small-scale miners in the area, and found that only a handful of gold panners, without machinery or equipment, exist in the area covered by TSF Canaga MPSA. No report of this ocular inspection or verification was written, and no further action has been taken by the MGB. It appears that MGB does not consider the presence of the small-scale miners as an urgent or major risk. In addition, based on our inquiries with MRL Gold, MRL Gold confirmed that, to the best of their knowledge, there are currently no small - scale mining activities in the area covered by TSF Canaga MPSA.

3.3.5. The exploration periods of TSF Canaga MPSA, TSF Tapian Main EP, and West Canaga EP have expired and are pending extension or renewal with the MGB.

4. LITIGATION

4.1. We conducted searches at the Supreme Court and the Court of Appeals of the Philippines as of 2 July and 28 June, respectively, to establish whether any litigation (including bankruptcy or insolvency proceedings) were pending against of threatened against the holders of the Tenements/Applications. We also conducted a search with Dun & Bradstreet Philippine Inc.’s database as of 31 March 2012. Our searches revealed that no such proceedings are pending.
4.2. We conducted a litigation search and inquiry in the Regional Trial Court (“RTC”) and Municipal Trial Court of Makati City, where the principal offices of MRL and Egerton are located, and were able to confirm that there are no cases pending against MRL and Egerton in the Makati City courts. Please note that the Makati courts’ database only includes a list of “defendants”, not “plaintiffs”. Thus, we are unable to confirm whether MRL and Egerton is a plaintiff in a case in the Makati city courts.
4.3. We also conducted a litigation search in the RTCs of Batangas City and Rosario, Batangas, which have jurisdiction over the place where the tenements / properties of MRL and Egerton are located. With the exception of the case described in item 4.4, we were able to able to confirm that there are no pending cases by or against MRL and Egerton.
4.4. MRL through Mr. Edsel M. Abrasaldo and Fortun Narvasa & Salazar[2] , has disclosed that MRL has filed a Consignation Case against the Municipality of San Juan, Batangas docketed as Civil Case No. 2012-121 and pending before RTC of Rosario, Batangas Branch 87. “Consignation” is the act of depositing the thing or amount due with the proper court when the creditor does not desire, or refuses to accept payment, or cannot receive it, after complying with the formalities required by law[3] . Consignation produces the effect of payment and extinguishes an obligation. The rationale for this remedy is to avoid performance of an obligation more onerous to the debtor by reason of causes not imputable to him. For example, for failure to consign the thing or amount due, the debtor may become liable for damages and/or interest.[4] All these requisites appear to be present in this case, considering that:

2 Letter by Fortun Narvasa & Salazar to QT dated 27 June 2012 re legal due diligence of MRL Gold.

3 Article 1256, Civil Code of the Philippines

4 Eternal Gardens Memorial Park Corp. vs. CA, 282 SCRA 553

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a. the MGB, pursuant to the provisions of the Mining Act and its current Rules and Regulations requires payment by an EP holder of occupation fees to the Treasurer of the Municipality/City where the onshore mining areas are located, i.e., the Municipality of San Juan, Batangas;
b. MRL Gold repeatedly tendered payment of the occupation fees to the Treasurer of the Municipality of San Juan on 13 August 2007, 15 February 2008, 24 February 2010, 12 January 2011, and 29 May 2012 but the Municipality of San Juan refused to accept the same;
c. prior notice of consignation was made to the Municipality of San Juan, Batangas through a letter dated 1 June 2012;
d. simultaneous with the filing of the Consignation Case, MRL Gold deposited with the court a Manager’s Check in the amount of PhP974,550.00 representing the occupation fees from 2007-2013; and
e. On 13 June 2012, MRL Gold, through counsel, served upon the Municipality of San Juan, Batangas a letter dated 11 June 2012, informing the latter of the filing of the consignation case and the actual consignation of the amount of PhP974,550.00. The next step is for the Court to serve Summons and a copy of the Complaint on the Municipality of San Juan, Batangas, requiring the latter to file an Answer. If the court finds that the consignation was properly made, it may require the Municipality of San Juan, Batangas to consider the occupation fees from 2007-2013 to have been paid. The court may also grant MRL’s prayer to continuously deposit or consign to the court the required occupation fees that may be due to the Municipality of San Juan, Batangas until such time that it accepts payment.

5. RELIANCE

5.1. This Report is prepared for the use of our client, the Company, and should not be reproduced in whole or in part, apart from use for its shareholders’ meeting, or relied upon by any other party without the express written authority of QT. Therefore, no responsibility or culpability is accepted, which may arise from the unauthorized use, duplication, disclosure or publication of its contents by any unauthorized party or in relation to any other matter or issue arising directly or indirectly or otherwise from the preparation of this Report.

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Yours faithfully,

QUISUMBING TORRES

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Dennis A. Quintero

APPENDIX 1 – SUMMARY OF TENEMENTS/APPLICATIONS

NUMBER/TYPE OF TENEMENT/ APPLICATION	PROJECT NAME	REGIS- TERED HOLDER/ APPLI- CANT	CURRENT AREA (HEC- TARES)	LOCATION (MUNICIPA- LITY(IES) OF)	GRANT DATE / RENEWAL STATUS	MINDORO’S INTEREST UNDER THE RELEVANT EXISTING AGREEMENTS
MPSA No. 033- 95-XII	TSF- Canaga	Estrella F. Bautista	486	Malimono & Mainit, Surigao del Norte	Grant of MPSA – 1 February 1996. Third renewal of the exploration period was filed with MGB in September 2011 . The MGB review is pending.	C, E, F
EP No. XIII-16	TSF- Tapian Main	Minimax	1,939.5737	Malimono and Maining, Surigao del Norte	18 May 2010 (2nd renewal) Third renewal of the exploration period was filed with the MGB on 16 May 2012 . The	A, D, F

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NUMBER/TYPE OF TENEMENT/ APPLICATION	PROJECT NAME	REGIS- TERED HOLDER/ APPLI- CANT	CURRENT AREA (HEC- TARES)	LOCATION (MUNICIPA- LITY(IES) OF)	GRANT DATE / RENEWAL STATUS	MINDORO’S INTEREST UNDER THE RELEVANT EXISTING AGREEMENTS
					MGB review is pending.
EP No. 22-XIII	West Canaga	MRL	316.22	Malimono, Surigao del Norte	EP was issued on 8 December 2006. On 5 May 2010, the MGB renewed West Canaga EP (first renewal) for a period of two (2) years from date of issuance thereof. On 2 May 2012, MRL filed an application for renewal of West Canaga EP (second renewal) with the MGB. The MGB review is pending.	B
EPA No. 0000088-III	Tibur	MGRI	527.36	Malimono & Mainit, Surigao del Norte	N.A.	D, G
EPA No. 000106-XIII	North Tapian	Minimax	421.57	Mainit, Surigao del Norte	N.A.	A, F, G
MPSA No. 177- 2002-IV	Archangel	Egerton	1,011.5434	Lobo, Batangas	Grant of MPSA – 21 November 2002. On 30 March the MGB approved	A, F

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NUMBER/TYPE OF TENEMENT/ APPLICATION	PROJECT NAME	REGIS- TERED HOLDER/ APPLI- CANT	CURRENT AREA (HEC- TARES)	LOCATION (MUNICIPA- LITY(IES) OF)	GRANT DATE / RENEWAL STATUS	MINDORO’S INTEREST UNDER THE RELEVANT EXISTING AGREEMENTS
					MRL’s application for the extension of the exploration period for the 9thand 10thyear, which will expire on 29 March 2014.
MPSA No. 176- 2002-IV	Lobo	Egerton	1,163.6195	Lobo, Batangas	Grant of MPSA – 21 November 2002. On 13 April 2010, the MGB granted the application for the third and last renewal of the two (2)- year exploration period of Lobo MPSA, which expired on 12 April 2012. On 13 April 2012, MRL, on behalf of Egerton, filed an application for extension of exploration period of MPSA-176 with the MGB. The	A

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NUMBER/TYPE OF TENEMENT/ APPLICATION	PROJECT NAME	REGIS- TERED HOLDER/ APPLI- CANT	CURRENT AREA (HEC- TARES)	LOCATION (MUNICIPA- LITY(IES) OF)	GRANT DATE / RENEWAL STATUS	MINDORO’S INTEREST UNDER THE RELEVANT EXISTING AGREEMENTS
					MGB review is pending.
EP No. IVA-006	Calo	Egerton	2,493.0247	Lobo, Batangas	EP was issued on 14 November 2006. On 5 May 2010, the MGB approved the first renewal of Calo EP, which expired on 4 May 2012. On 4 May 2012, MRL, on behalf of Egerton, filed an application for the second renewal of Calo EP. The MGB review is pending.	A, F
EP No. IVA-007	Pica	Egerton	4,487.6346	Lobo and San Juan, Batangas	EP was issued on 14 November 2006. On 5 May 2010, the MGB approved the first renewal of Pica EP, which expired on 4 May 2012. On 4 May 2012, MRL, on behalf of Egerton, filed an	A, F

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NUMBER/TYPE OF TENEMENT/ APPLICATION	PROJECT NAME	REGIS- TERED HOLDER/ APPLI- CANT	CURRENT AREA (HEC- TARES)	LOCATION (MUNICIPA- LITY(IES) OF)	GRANT DATE / RENEWAL STATUS	MINDORO’S INTEREST UNDER THE RELEVANT EXISTING AGREEMENTS
					application for the second renewal of Pica EP. The MGB review is pending.
EP No. IVA-008	Biga	Egerton	976.5743	Lobo and San Juan, Batangas.	EP was issued on 13 September 2007. On 23 June 2010, the MGB granted Egerton’s first renewal of the Biga EP. The two-year extension of the exploration period has expired on 22 June 2012. On 22 June 2012, MRL filed an application to renew Biga EP with the MGB. The MGB review is pending.	A, F
EP No. IVA-009	El Paso	MRL	4,999.5333	Rosario, Taysan, Lobo, and San Juan, Batangas	EP was issued on 7 September 2007. On 13 April 2012, the MGB approved MRL’s	B

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NUMBER/TYPE OF TENEMENT/ APPLICATION	PROJECT NAME	REGIS- TERED HOLDER/ APPLI- CANT	CURRENT AREA (HEC- TARES)	LOCATION (MUNICIPA- LITY(IES) OF)	GRANT DATE / RENEWAL STATUS	MINDORO’S INTEREST UNDER THE RELEVANT EXISTING AGREEMENTS
					application for the second renewal of El Paso EP, which will expire on 12 April 2014.
EP No. IVA-010	Philex	Egerton	1,579.2527	Lobo, Batangas	EP was issued on 13 September 2007. On 23 June 2010, the MGB granted Egerton’s first renewal of Philex EP. The two-year extension of the exploration period has expired on 22 June 2012. On 22 June 2012, MRL filed an application to renew Philex EP with the MGB. The MGB review is pending.	A, F
EP No. IVA-011	Talahib	Egerton	872.6408	Lobo and City of Batangas, Batangas	EP was issued on 20 April 2009. On 6 October 2011, the MGB granted Egerton’s	A, F, I

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NUMBER/TYPE OF TENEMENT/ APPLICATION	PROJECT NAME	REGIS- TERED HOLDER/ APPLI- CANT	CURRENT AREA (HEC- TARES)	LOCATION (MUNICIPA- LITY(IES) OF)	GRANT DATE / RENEWAL STATUS	MINDORO’S INTEREST UNDER THE RELEVANT EXISTING AGREEMENTS
					first renewal of Talahib EP, which will expire on 5 October 2013.
EP No. IVA-014	Rosario	MRL	2,991.2682	Lobo, Rosario and Taysan, Batangas	EP was issued on 24 May 2010, which expired on 23 May 2012. On 24 May 2012, MRL filed an application for the first renewal of Rosario EP with the MGB. The MGB review is pending.	B
EP No. IVA-015	East Lobo	Egerton	2,460.8525	Lobo, Batangas	EP was issued on 24 May 2010 and 2010 and expired on 23 May 2012. On 24 May 2012, MRL filed an application for the first renewal of Rosario EP with the MGB. The MGB review is pending.	A, F
EPA No. IVA- 093	SW Lobo	MRL	166.2388	Lobo, Batangas	N.A.	B, G
EPA No. IVA-	Calo	MRL.	849.7558	Lobo,	N.A.	B,G

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NUMBER/TYPE OF TENEMENT/ APPLICATION	PROJECT NAME	REGIS- TERED HOLDER/ APPLI- CANT	CURRENT AREA (HEC- TARES)	LOCATION (MUNICIPA- LITY(IES) OF)	GRANT DATE / RENEWAL STATUS	MINDORO’S INTEREST UNDER THE RELEVANT EXISTING AGREEMENTS
102	Extension			Batangas
EPA No. IVA- 103	Batangas Extension	MRL	3,033.0369	Rosario and San Juan, Batangas	N.A.	B, G
EPA No. IVA- 106	Villena	Hernando D. Villena	831.0054	Brgy. Talumpok Kanluran, Lobo, Batangas	N.A.	D, E, G

A. MRL has 75% interest in the project.
B. MRL is the holder of the tenement or application.
C. MRL has been designated as exclusive technical adviser on an independent contractor basis with right of access to the project property.
D. MRL has been designated as operator and/or granted exclusive right to search, prospect, explore and locate ores in the area covered.
E. Royalty is payable to registered holder of tenement/application.
F. The vesting of the interest in favor of MRL and the implementing structure must comply with applicable Philippine law.

A Mineral Processing Permit can be held by a company that is up to one hundred percent (100%) foreign-owned, distinct from the company holding the MPSA.

An MPSA is subject to the requirement that its direct equity must be at least sixty percent (60%) Filipino-owned. Under opinions rendered by the SEC and the DOJ, there is ground to support the position that a foreign shareholder may hold indirect equity in the project company provided that the “control test”[5] is satisfied.

5 The Foreign Investments Act of 1991 (“FIA”) defines the term “Philippine national” to include the following:

a citizen of the Philippines or a domestic partnership or association wholly-owned by citizens of the Philippines;
a corporation organized under the laws of the Philippines, the voting capital stock of which is at least 60% Philippine-owned; and
- a trustee of funds for pension or other employee retirement or separation benefits, where such trustee is a Philippine national and at least 60% of the fund will accrue to the benefit of Philippine nationals.

The FIA further provides that where a corporation and its non-Philippine stockholders own stocks in a SEC-registered enterprise, at least 60% of the capital stock outstanding and entitled to vote of each of both corporations must be owned and held by Philippine citizens and at least 60% of the members of the board of directors must be Philippine citizens, in order that the corporation shall be considered a Philippine national.

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Under Philippine law, an MPSA can be converted into a Financial or Technical Assistance Agreement (“FTAA”) subject to Philippine government approval. An FTAA can be held by a company that is up to one hundred percent (100%) foreign-owned.

APPENDIX 2 – MATERIAL CONTRACTS SURIGAO TENEMENTS/APPLICATIONS

The SEC applies the foregoing definition of a Philippine national in determining compliance by registrant corporations with the minimum Filipino ownership in certain partially-nationalized businesses by considering the entire investment of a Philippine national in another corporation, as part of the Philippine equity in the latter. This is also known as the “control test.”

The DOJ, in an opinion addressed to the SEC, affirmed the “control test” (Opinion No. 18 s. 1989). Under the “control test,” all the shares of a Philippine national (as defined above) will be considered as Filipino shares for purposes of investments. The DOJ Opinion states, as follows:

Shares belonging to corporations or partnerships at least 60% of the capital of which is owned by Filipino citizens shall be considered as of Philippine nationality, but if the percentage of Filipino ownership in the corporation or partnership is less than 60%, only the number of shares corresponding to such percentage shall be counted as of Philippine nationality. Thus, if 100,000 shares are registered in the name of a corporation or partnership at least 60% of the capital stock or capital respectively, of which belong to Filipino citizens, all of said shares shall be recorded as owned by Filipinos. But if less than 60%, or say only 50% of the capital stock or capital of the corporation or partnership, respectively belongs to Filipino citizens, only 50,000 shares shall be counted as owned by Filipinos and the other 50,000 shares shall be recorded as belonging to aliens.

Accordingly, based on the “control test,” if a corporation is a Philippine national, all its shareholdings in another corporation will be considered Filipino-owned. In contrast, “grandfather rule” is stricter than the “control test”. Under the “grandfather rule,” the nationality of each shareholder in a corporation that owns shares in another corporation is considered for purposes of computing the percentage of foreign ownership in the other corporation.

In an Opinion dated 23 November 1993, to determine the nationality of a corporation with foreign equity, the SEC, on the basis of DOJ Opinion No. 18 s. 1989, resolved to do away with the strict application of the grandfather rule; instead, the SEC applied the “control test” to determine corporate nationality for purposes of investment in another corporation. In doing away with the “grandfather rule” to compute foreign equity participation in domestic enterprises, the SEC has taken a more liberal approach towards foreign participation in domestic enterprises. This approach encourages overseas investors to come to the country in accordance with the current state policy. The State acknowledges that foreign capital has a role to play in the development of our economy and it is the task of the government to determine this role and provide the much needed climate for their entry. The SEC further opined that the “control test” is now embodied in the FIA. In this regard, the SEC Opinion states, as follows:

Thus, for as long as the percentage of Filipino ownership of the capital stock of the investor corporation, is at least 60%, and in the case of a trustee corporation for as long as it is a Philippine national as defined above and at least 60% of the fund invested will accrue to the benefit of Philippine nationals, they are considered as Philippine nationals, provided, however, that the voting and Board membership requirements under Section 3 of R.A. 7042 are complied with.

In a more recent SEC Opinion issued on 19 April 2011 involving the investment of Philippine Long Distance Telephone Company in Manila Electric Company shares, the SEC discussed, among others, the tests that are applicable to determine the nationality of a corporation holding a public utility franchise. The Philippine Constitution imposes a foreign equity restriction on the operation of public utilities (Section 11, Article XII of the Philippine Constitution). A franchise or certificate or other form of authorization for the operation of public utilities can be granted only to “Filipino citizens or corporations or associations organized under the laws of the Philippines at least 60% of whose capital is owned by such citizens.” The degree of the nationality requirement (or conversely, the extent of the foreign equity restriction) imposed under the Philippine Constitution for both the operation of public utilities and the development and utilization of natural resources is the same – i.e ., such activities are limited to Filipino citizens or corporations or associations at least 60% of whose capital is owned by such citizens. Accordingly, this SEC Opinion would be applicable by analogy on which tests would apply in determining the extent of foreign equity that is legally permissible in corporations that engage in the development and utilization of natural resources.

Based on the above-mentioned SEC Opinions and DOJ Opinion, the Grandfather Rule applies only when the 60-40 Filipino-foreign equity ownership is in doubt (i.e., in cases where the joint venture corporation with Filipino and foreign stockholders with less than 60% Filipino stockholdings [or 59%] invests in other joint venture corporation which is either 60-40% Filipino-alien or 59% less Filipino). Stated differently, where the 60-40 Filipino-foreign equity ownership is not in doubt, the Grandfather Rule will not apply.

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1. Memorandum of Agreement between Minimax and the Company (i.e. Mindoro Resources Ltd.) dated 19 January 1997

Minimax granted to the Company the right to earn the Option Interests, to the extent that Mindoro elects to earn all or any of the Option Interests in the Agata, Tapian, Mat-I, Lahuy, Nabago and Pan de Azucar Projects.

2. Deed of Assignment between the Company and MRL dated 27 June 1997

The Company irrevocably and absolutely assigned transferred and conveyed to MRL all of its rights, title and interest in and to the Memorandum of Agreement dated 19 January 1997 (notarized on 7 February 1997) between the Company and Minimax.

3. Agreement between Minimax and MRL dated 27 June 1997

Minimax irrevocably and absolutely consented to the assignment, transfer and conveyance to MRL of all the rights, title and interest of the Company in and to the Memorandum of Agreement dated 19 January 1997.

5. Addendum to Agreement between Minimax and MRL dated 3 September 1997

Minimax consented to the inclusion of the Tapian properties, among others, in the Memorandum of Agreement dated 19 January 1997 between Mindoro and Minimax.

6. Amending Agreement between Minimax and MRL dated 25 April 1998

MRL gave notice of its election to proceed into Phase 2 with respect to the Agata, Mat-I and Tapian properties, and that the Phase 2 Earning Period for the properties will be extended.

7. Assignment Agreement between Minimax and MRL dated 30 April 1998

Minimax assigned to MRL the Phase One Interest in each of the Surigao properties.

8. Amending Agreement between Minimax and MRL dated 23 December 2002

The Phase 2 Earning Periods for the Tapian and Mat-I properties were extended to 2 years following the delivery of the government agreements pertaining to the Tapian and Mat-I properties. In consideration of the extension, MRL issued to Minimax 100,000 fully paid and non-assignable shares in MRL.

9. Addendum to Agreement (Option to Earn Additional Interest in the Surigao Properties) between Minimax and MRL dated 4 November 2003

MRL was granted the option to purchase an additional 10% interest in the mining reserves in the Surigao properties.

10. Deed of Assignment executed by Apical on 19 June 2004

Apical assigned to MRL and Minimax 75% and 25%, respectively, of its interests in the Agata Extension and Tapian Extension projects.

11. Agreement between Estrella F. Bautista and MRL dated 26 October 2004

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It was agreed that Estrella Bautista will be entitled to a royalty of 1.5% Net Smelter Returns for gold and minerals on its production payable within thirty (30) days from receipt of sales proceeds of the minerals or mineral products, subject to the terms of the agreement.

12. Assignment Agreement between Minimax and MRL dated 16 June 2005

Minimax assigned to MRL the Phase 2 Interest in the Tapian properties.

13. Agreement to Explore, Develop and Operate Mineral Property between MGRI and MRL dated 7 October 2005

In the event that the results of the exploration and drilling works of MRL reveal that mineral resources exist in the Contract Area sufficient to sustain commercial development, MGRI irrevocably and unconditionally grants MRL the right to develop, exploit and operate the Contract Area.

14. Rescission Agreement between Minimax and MRL dated 2 November 2005

The Option Agreement to Acquire an Additional 15% in Surigao Option Projects and the Restatements of and Amendments thereto were rescinded.

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15. Letter from Jose P. de Guzman of Minimax addressed to Edsel M. Abrasaldo dated 5 November 2005

Minimax offered an option to MRL to acquire Minimax’s 15% direct and indirect participating interest in the projects defined in the Confirmation Agreement dated 29 April 2004 within the Surigao properties.

16. Assignment Agreement between Minimax and MRL dated 7 November 2005

The parties confirmed MRL’s interest in the project. The parties agree to proceed to establish a joint venture company to which the Tapian Property interests will be transferred.

17. Assignment Agreement between Minimax and MRL dated 7 November 2005

The parties confirmed MRL’s interest in the Tapian project.

18. Letter-Agreement between Minimax and MRL dated 22 November 2005

In this letter, Minimax gave MRL a Right of First Refusal Notice to dispose of and grant an Option to acquire Minimax’s 15% direct and indirect participating interest in each and every Designated Development Project as defined in Article 7.1 of the Confirmation Agreement dated 29 April 2004 within the Surigao Projects.

19. Technical Services Agreement between Estrella Bautista and MRL dated 20 October 2010

Estrella Bautista appointed MRL as exclusive Technical Adviser for the TSF-Canaga MPSA on an independent contractor basis with right of access to the project property.

BATANGAS TENEMENTS/APPLICATIONS

1. Letter Agreement dated 23 October 2000 and Letter of Confirmation dated 24 July 2001

The Company was granted the option to earn in interests in the Lobo and Archangel MPSAs.

2. Deed of Assignment of PMPSA-IV-192 with Royalty Agreement dated 3 June 2003

On 3 June 2003, Philex Mining Corporation (“ PMC ”), the applicant of PMPSA-IV-192 entered into a Deed of Assignment of MPSA-IV-192 with Royalty Agreement with Egerton. The Agreement provides that upon the start of the Commercial Production of the Property, Egerton shall pay royalties to Philex, computed at two percent (2%) Net Smelter Returns from the mining and production of any metals obtained from the Property, except for the mining claims of Moises B. Tuason, Sr., a portion of the Property, which shall be at four percent (4%) Net Smelter Returns. “Net Smelter Returns” is the gross sales of minerals and metals mined and sold from the Property less smelter, refining, transportation and insurance charges.

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3. Agreement between Sibutad Mining Co. Inc. (“Sibutad”) and PMC dated 2 February 1988 / Agreement between Bangkal Mining Corporation (“Bangkal”) and PMC dated 2 February 1988

The Sibutad and Bangkal claims are currently within the Philex EP (EP-IVA-010). Section 4.2 of each agreement provides that should the claims be placed in commercial production, Sibutad and Bangkal shall be entitled to a royalty of one-fourth of one percent of the gross sale of minerals and metals mined from their respective claims less any smelter and refining charges. Gross shall be based on payments received for all payable minerals and metals sold by PMC. PMC shall render a written report on production and sales to Sibutad and Bangkal.

4. Addendum to Agreement dated 16 February 2004

Egerton and MRL agreed that an Area of Mutual Interest will apply to any new ground acquired within 2 kilometers from the tenement boundaries. The parties also agreed to make additional mineral tenements acquired by Egerton surrounding the Lobo and Archangel MPSAs, as areas subject to the terms and conditions of the Letter Agreement.

5. Addendum to Agreement dated 2 August 2004

In their Addendum to Agreement dated 2 August 2004, Egerton and MRL agreed to make additional mineral tenements acquired by Egerton surrounding the Lobo and Archangel MPSAs, subject to the terms and conditions of the Letter Agreement.

6. Assignment Agreement dated 3 November 2005

Egerton assigned to MRL the Phase 1 Interest in the Lobo and Archangel MPSAs and acknowledged that Egerton no longer has any interest or right to the Phase 1 Interest.

7. Royalty Agreement with Option to Purchase between Hernando D. Villena and MRL dated 16 June 2006

Hernando D. Villena granted MRL all exploration rights to the mining claims covered by EPA IVA-106, as may be allowed under relevant mining laws. For the commercial production of the properties, MRL will pay Villena a royalty of 2% of gross smelter returns.

8. MRL’s Proposal and Letter of Intent dated 23 June 2008, accepted by Egerton and its stockholders on 26 June 2008

MRL submitted a proposal to Egerton, “to acquire the remaining 49% interest of Egerton over the [Batangas tenements] and the 40% Egerton Equity as well as acquire an option over the 60% Egerton Equity.” For the 49% interest over the Projects, MRL proposed a total of 8 million shares of Mindoro plus a one time payment of US$1,000,000 payable at the start of production (payable only on the first deposit to start commercial production from anywhere within the Batangas Tenements/Applications) and a 1% net smelter royalty on all metals produced from the MPSAs, EPs, and EPAs.

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9. Option Agreement dated 28 November 2008

MRL entered into purchase and option agreements with the Egerton shareholders, Ma. Pauline T. De Guzman and Manuel G. Arteficio (“Grantors”) (the “Egerton Shareholder Agreements”), the Grantors granted MRL an irrevocable and exclusive option to take an assignment of the 60% Egerton shareholdings (“Option Shares”), in accordance with the following terms and conditions (“Call Option”):

MRL may appoint another person/s ("Substitute Purchaser") to take the assignment of said shares. The Substitute Purchaser must always be a Philippine national where Egerton maintains its MPSA.

10. Deed of Assignment of Right to Royalty signed on 28 November 2008

Egerton assigned its right to receive the net smelter royalty payment of one percent (1%) on all metals produced from the Batangas Tenements/Applications to Ma. Pauline T. De Guzman, Manuel G. Arteficio, Peter Draper, and Gary Powell at .3%, .3%, .2% and .2% respectively.

11. Deed of Assignment of Right to Residual Compensation signed on 28 November 2008

Egerton assigned its right to receive the US$1,000,000 Residual Compensation from MRL on the Commissioning of the Mine on the Batangas Tenements/Applications to Ma. Pauline T. De Guzman, Manuel G. Arteficio, Peter Draper, and Gary Powell at US$300,000, US$300,000, US$200,000, and US$200,000 respectively.

12. Assignment Agreement dated 2 December 2008

Egerton agreed to waive the Phase II performance requirements to carry the projects to bankable feasibility and the Company issued 500,000 of its shares to Egerton.

13. Deed of Assignment of Shares with Irrevocable Proxy dated 2 December 2008

Peter Draper and Gary Powell (“Assignors”), assigned their legal and beneficial ownership over a total of 10,000 fully-paid shares of stock of Egerton (“Shares”) to MRL (“Assignee”) payable by MRL through the issuance by the Company of 251,902 shares of the Company.

14. Deed of Assignment of Shares with Irrevocable Proxy dated 9 December 2008

Francis Antonio L. Artefecio, and the heirs of Asuncion P. Lecaros, Marilu Artefecio, Bernardo Calderon, and Fernando S. Penarroyo (“Assignors”), assigned their legal and beneficial ownership over a total of 5,500 fully-paid shares of stock of Egerton (“Shares”) to Manuel G. Artefecio (“Assignee”), for a total purchase price of PhP592,500. The Assignors appointed Assignee, or any of the latter’s designee as Assignor’s proxy to represent the Assignors and vote the Shares in their respective names in the books of Egerton, at any and all annual, regular, and special meetings of the stockholders of Egerton and any adjournments and postponements of said meetings, as fully to all intents and purposes as the Assignors might do if present and acting in person, from the date of the Deed until the registration of Assignee as owner of the Shares in the books of Egerton.

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15. Memorandum of Agreement dated 29 April 2009 between the Company, MRL, Egerton, and Gold Fields Netherlands Services B.V.

(a) Execution of Agreements

The Parties agreed to execute the following documents:

the FTAA Option Agreement;
the FTAA Shareholders’ Agreement;
the MPSA Option Agreement;
the MPSA Shareholders’ Agreement;
the Management Agreement;
the Technical Services Agreement; and
the Guarantee Agreement.
(b) Incorporation of MPSA or FTAA Company

Within 20 business days from the date of the relevant MPSA or FTAA Option Agreement, Gold Fields and MRL must, at the cost of Gold Fields, but with capitalization provided by MRL incorporate FTAA Company in relation to mineral resources in relation to areas described as the El Paso Project, the Lobo Project and the Talahib Project (“Project”) as a wholly owned subsidiary of MRL under Philippine laws with directors, officers and constituent documents which are acceptable to Gold Fields in all respects.

Upon payment by Gold Fields of the 51% Option (for FTAA) or 40% (for MPSA) price under the MPSA or FTAA Option Agreement in relation to a Project, MRL and Egerton must, subject to obtaining the approval of the Department of Environment and Natural Resources (“DENR”) and any other necessary consents (at Gold Fields’ cost), transfer and assign to the relevant MPSA or FTAA Company, their respective rights, titles, interests in and to all assets, benefits and rights the subject of, or which otherwise relate to the relevant Project (“MPSA or FTAA Project Asset”), against which the MPSA or FTAA Company will assume all of MRL’s and Egerton’s obligations, liabilities and burdens the subject of, or which otherwise relate to, the relevant project.

(d) Execution of management agreement and technical services agreement

MRL and Egerton will ensure that each FTAA Company and MPSA Company enters into a deed in a form acceptable to Gold Fields (or its affiliate) acting reasonably, under which the:

FTAA Company is assigned all of MRL’s or Egerton’s (as appropriate) right, title and interest in the Management Agreement and assumes all of MRL’s and Egerton’s (as appropriate) obligations, liabilities and burdens under or in respect of the Management Agreement upon the transfer of the FTAA Project to the FTAA Company; and

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MPSA Company is assigned all of MRL’s or Egerton’s (as appropriate) right, title and interest in the Technical Services Agreement and assumes all MRL’s and Egerton’s obligations, liabilities and burdens under or in respect of the Technical Services Agreement upon the transfer of the MPSA Project to the MPSA Company.

16. Option Agreements for Talahib and El Paso Projects

In July 2009, Gold Fields and MRL entered into separate Option Agreements for Talahib and El Paso Projects whereby, upon incorporation of the FTAA Company, Gold Fields will be granted an irrevocable option to purchase the shares of the FTAA Company or of MRL, to achieve the result of Gold Fields having 51% shareholding in the FTAA Company,. If Gold Fields contributes the 51% Option Price, it will have the right to elect to take up the option to purchase shares of the FTAA Company or of MRL, to achieve the result of Gold Fields having an additional 24% shareholding in the FTAA Company.

17. Shareholders’ Agreements for Talahib and El Paso Projects

In July 2009, Gold Fields and MRL entered into separate Shareholders’ Agreements for Talahib and El Paso Projects to define their rights and obligations in relation to each other, and with respect to the FTAA Company, its organization, management, and operations.

18. Management Agreements for Talahib and El Paso Projects

In July 2009, MRL, Gold Fields Philippines Holdings B.V. (“Gold Fields Holdings”), and Gold Fields entered into separate Management Agreements for Talahib and El Paso Projects, whereby MRL as Project Owner appointed Gold Fields Holdings, on an exclusive basis, to manage and conduct the Project. The Manager has the authority, discretions, and powers of an independent contractor in its management, supervision and conduct of the Project.

19. Option Agreement for Lobo Project

In October 2009, Gold Fields and Egerton entered into an Option Agreement for Lobo Project whereby, upon incorporation of the MPSA Company, Gold Fields will be granted separate and irrevocable options to purchase the shares of the MPSA Company or of Egerton, to achieve the result of Gold Fields having 40% and 11% shareholdings in the MPSA Company, respectively. Gold Fields cannot exercise the 11% Option unless the 40% Option Price and 11% Option Price have been contributed and doing so will not result in the MPSA Company no longer being a Qualified Person, as defined in the Mining Act.

If Gold Fields contributes the 40% Option Price, it will have the right to elect to take up the option to purchase shares of the MPSA Company or of Egerton, to achieve the result of Gold Fields having an additional 24% shareholding in the MPSA Company, for the Option Price of at least AU$16,000,000 in expenditures for the Project. Gold Fields cannot exercise the 24% Option unless the 24% Option Price has been contributed and doing so will not result in the MPSA Company no longer being a Qualified Person. If Gold Fields elects to take up the 24% Option, Gold Fields grants an irrevocable option to require Gold Fields to buy Egerton’s shares in the MPSA Company, in consideration for the MPSA Company agreeing to pay royalty to Egerton.

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20. Shareholders’ Agreement for Lobo Project

In October 2009, Gold Fields and Egerton entered into a Shareholders’ Agreement for the Lobo Project, to define their rights and obligations in relation to each other, and with respect to the MPSA Company, its organization, management, and operations.

21. Technical Services Agreement for Lobo Project

In October 2009, Egerton, Gold Fields Holdings, and Gold Fields entered into a Technical Services Agreement for the Lobo Project, whereby Egerton as Project Owner appointed Gold Fields Holdings, as Contractor, on an exclusive basis, to provide the Project Owner all technical and specialized services, assistance, and advice, required for the Project. The Contractor has the authority, discretions, and powers of an independent contractor in performance of its services.

22. Termination Agreements with Gold Fields and Gold Fields Holdings

On 19 July 2011, Gold Fields sent a notice to Mindoro that it terminates the 40% and 11% Options under the Option Agreement for the Lobo MPSA Project.

On 19 July 2011, Gold Fields Holdings sent a notice to Mindoro that it exercises its rights to resign under the Management Agreement – El Paso – FTAA project and the Management Agreement – Talahib – FTAA project.

On 19 July 2011, Gold Fields sent a notice to Mindoro that it terminates the 51% Option under the Option Agreement – El Paso - FTAA Project and the Option Agreement – Talahib – FTAA Project.

On 19 July 2011, Gold Fields Holdings sent a notice to Mindoro that it exercises its rights to resign under the Management Agreement – Lobo MPSA project.

APPENDIX 3 - OVERVIEW OF PHILIPPINE MINING LAWS AND REGULATION

1 . Philippine Constitution and Mining Law

Under the 1987 Philippine Constitution, the state can undertake the exploration, development, and utilization of the natural resources or it can enter into agreements with private parties or contractors under revenue-sharing or production-sharing arrangements.

The general rule, as stated in the Philippine Constitution, is that contractors, with whom the state can enter into agreements for the exploration, development, and utilization of natural resources, must be Filipino citizens or corporations whose capital is at least sixty percent (60%) Filipinoowned. A mineral agreement, such as an MPSA, must be held by a Filipino citizen or by a company that is at least sixty percent (60%) Filipino-owned.

The foreign equity limitation is removed for large-scale exploration, development, and utilization of minerals and petroleum, and other mineral oils. This exception is implemented through the FTAA. Furthermore, an EP can be held by a corporation that is up to one hundred percent

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(100%) foreign-owned.

Under Republic Act No. 7942 or the Philippine Mining Act (“ Mining Act ”), there are three types of mineral agreements, i.e., MPSA, Co-Production Agreement, and Joint Venture Agreement. Under the Implementing Rules and Regulations of the Mining Act (“ IRR ”), an applicant that wants to conduct exploration activities over a specific area needs to apply for and obtain an EP. Depending on the exploration results, the EP can be converted into an MPSA or an FTAA.

2. Mining Act

The Mining Act governs the exploration, development, processing and utilization of mineral resources in the Philippines. The Mining Act and its IRR define these agreements, delineate the various mining rights recognized in the Philippines and provide the requirements to acquire these mining rights.

2.1 Tenurial Permit and Agreements

2.1.1 Exploration Permit

The acquisition of mineral rights is a process that begins with the acquisition of an EP. An EP is a grant from the Philippine government that gives the permit holder the right to conduct exploration for all minerals within a specified area. An EP allows the holder to conduct "exploration" , which is defined under the Mining Act as “searching or prospecting for mineral resources by geological, geochemical and/or geophysical surveys, remote sensing, test pitting, trenching, drilling, shaft sinking, tunneling or any other means for the purpose of determining their existence, extent, quality and quantity and the feasibility of mining them for profit.”

The term of an EP is two years from date of issuance. It can be renewed for similar two-year periods. It cannot exceed a total term of four years for nonmetallic mineral exploration or six years for metallic mineral exploration. The MGB will grant a renewal of the exploration period provided that the MGB has not found the EP holder to have violated (i) the terms and conditions of the EP and (ii) any provision of the Mining Act and IRR.

IF the EP holder determines that mining operations are feasible within the EP area, the EP holder will submit a Declaration of Mining Project Feasibility (“ DMPF ”) during the exploration period and apply for either an MPSA or an FTAA. The DMPF will be the DENR’s basis in determining whether to grant the EP holder an MPSA or an FTAA.

The DMPF is a document proclaiming the presence of minerals in specific site, which are recoverable by socially acceptable, environmentally safe and economically sound methods specified in the mine development plan, and supported by a mining project feasibility study.

In case the EP holder fails to file the DMPF during the approved term of the exploration period, including any renewal of the term, the EP holder may apply for further renewal of the EP for an additional two years to enable the EP holder to prepare or complete the feasibility studies, and to file the DMPF and the MPSA or FTAA application.

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2.1.2 Mineral Production Sharing Agreement

An MPSA is one of the three types of Mineral Agreements under the Mining Act that the government can enter into with a contractor. These three types of mineral agreements are:

MPSA, under which the Government grants to the MPSA holder the exclusive right to conduct mining operations within a contract area. The share of the government is in the form of excise tax equivalent to a percentage of the gross output. The MPSA holder will provide the financing, technology, management and personnel necessary for the implementation of the MPSA.
Co-production Agreement, under which the Government will provide inputs to the mining operations other than the mineral resource.
Joint Venture Agreement, under which a joint venture company is organized by the government and the contractor with both parties holding equity shares. In addition to earnings from the equity, the government will be entitled to a share in the gross output.

2.1.3 Financial or Technical Assistance Agreement

The Philippine Constitution provides that the President may, on behalf of the government, enter into agreements involving either technical or financial assistance for large-scale exploration, development and utilization of minerals according to the general terms and conditions provided by law, based on real contributions to the economic growth and general welfare of the Philippines.

To implement this Constitutional provision and to promote investments from both domestic and international sources, the Mining Act authorizes the President to execute and approve on behalf of the government FTAAs to be entered into with qualified entities for large-scale exploration, development and commercial utilization of mineral resources. The minimum project for development and construction for an FTAA is Fifty Million United States Dollars (US$50,000,000).

The FTAA holder is granted the exclusive rights to explore, mine, utilize, process, refine, market, transport, export and dispose of minerals and mineral products and by-products that may be derived or produced from the FTAA area, subject to such permitting requirements that may be applicable under pertinent laws, rules and regulations.

3. Environmental, Social Development and Management Program, Indigenous Peoples, and Local Government Consents

The discussions under this heading apply to both mineral agreements and FTAA.

3.1 Environment

Environmental Compliance Certificate (“ ECC ”)

An ECC is required before the contractor can commence any mine development or construction work in the mining area.

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Environmental Protection Enhancement Program (“ EPEP ”) equivalent to 10% of Total Project Cost

The MPSA or FTAA holder must submit within 30 calendar days after the issuance and receipt of the ECC, an EPEP covering all areas to be affected by development, utilization and processing activities.

The EPEP must describe the expected and considered acceptable impacts and shall set out the life-of-mine environmental protection and enhancement strategies, including final mine rehabilitation and/or decommissioning, based on best practice in environmental management in mining.

Contingent Liability and Rehabilitation Fund

The CLRF consists of the following:

Monitoring Trust Fund (" MTF ")
Rehabilitation Cash Fund (" RCF ")
Environmental Trust Fund (" ETF ")
Mine Waste and Tailings Fees Reserve Fund
Final Mine Rehabilitation and Decommissioning Fund (“ FMRDF ”)
3.2 Social Development and Management Program (“ SDMP ”)

The contractor will allot annually a minimum of 1.5% of the operating costs necessary to implement the foregoing, i.e., 1.125% (75% of 1.5%) will be apportioned to implement the SDMP, 0.150% (10% of 1.5%) to implement the program for the development of mining technology and geosciences, and 0.225% (15% of 1.5%) for the implementation of Information, Education, and Communication Program.

3.3 Free and Prior Consent of Indigenous Peoples/Indigenous Cultural Communities for Mining Operations within Ancestral Domains

Under Republic Act No. 8371 or the Indigenous Peoples’ Rights Act of 1997 (“ IPRA ”), no EP, MPSA, or FTAA will be approved unless there is a prior certification from the NCIP that the area does not overlap any ancestral domain or that the prior free and informed written consent has been obtained from the IP/ICC concerned.

3.4 Local Government Consents

For exploration applications, government regulations require proof of consultation and/or project presentation to the concerned local government units.

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For projects in the development stage, prior approvals or endorsements in the form of a resolutions or certifications by at least majority of the local government councils concerned (barangay council, municipal or city council, and provincial council) are required before the contractor can proceed to development and/or utilization activities.

4. 2012 Philippine Government Mining Policy

On 6 July 2012, the President of the Philippine promulgated EO 79, institutionalizing and implementing reforms in the Philippine mining sector, and providing policies and guidelines to ensure environmental protection and responsible mining in the utilization of mineral resources. The significant provisions of EO 79 are, as follows:

4.1. Additional Areas Closed to Mining Applications

The new areas included (in addition to those under the Mining Act and existing laws) are prime agricultural lands, strategic agriculture and fisheries development zones, fish refuge and sanctuaries (that the Secretary of the Department of Agriculture declares), tourism development areas identified in the National Tourism Development Plan (“ NTDP ”), and other critical areas, island ecosystems, and impact areas of mining.

Mining contracts, agreements, and concessions approved before the effectivity of EO 79 shall continue to be valid, binding, and enforceable.

This provision will not affect existing approved EPs and MPSAs. However, this provision may apply when it is time to renew the approved EPs and MPSAs. We note that “Batangas Peninsula” and “Surigao City-Lake Mainit” are mentioned as Tourism Development Areas under the NTDP. From oral pronouncements from the MGB on 13 July 2012, it appears that the MGB will evaluate specific areas within these places on whether the specific tenement is a tourism development area that will fall under areas closed to mining applications.

4.2. Review of the Performance of Existing Mining Operations and Cleansing of Non-Moving Mining Rights Holders

To ensure compliance with environmental standards, laws, rules, and regulations, and to rationalize the management and utilization of minerals towards sustainable development, a multistakeholder team led by the DENR shall conduct a review of the performance of existing mining operations. The said review shall be based on guidelines and parameters set forth in the specific mining contract or agreement and on other pertinent or applicable laws, rules and regulations, such as the Mining Act and the Labor Code. Appropriate action shall be immediately taken against proven violators based on the findings and recommendations of the review.

4.3. No new mineral agreements will be issued pending the approval of a revenue bill revising the government share in mining projects.

The MGB has orally indicated that “mineral agreements” refer only to MPSAs, Co-Production Agreements, and Joint Venture Agreement as they are defined in the Mining Act. The MGB has further orally indicated that the government will accept the filing and processing of EPs or FTAAs. Furthermore, the pending EPAs will now be evaluated for approval into EPs.

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The Office of the President has sent a directive to the MGB/DENR to come up as soon as possible with regulations on Co-Production Agreements, and Joint Venture Agreements, as currently there are no DENR/MGB regulations on the possible terms of such agreements.

4.4. Opening of Areas for Mining through Competitive Public Bidding

The grant of mining rights and mining tenements over areas with known and verified mineral resources and reserves, including those owned by the Government and all expired tenements, shall be undertaken through competitive public bidding. The MGB shall prepare the necessary competitive bid packages and formulate the proper guidelines and procedures to conduct the same, which shall include ensuring that the social acceptability of the proposed project has been secured. All other mining rights and tenements applications shall be processed and approved through existing procedures.

4.5. Disposition of Abandoned Ores and Valuable Metals in Mine Wastes and Mill Tailings

All valuable metals in abandoned ores and mine wastes and/or mill tailings generated by previous and now defunct mining operations belong to the State and shall be developed and utilized through competitive public bidding in accordance with the pertinent provisions of law.

In the case of existing mining operations, all valuable metals in mine wastes and/or mill tailings shall automatically belong to the State upon the expiration of the pertinent mining contracts and shall be similarly developed and utilized through public bidding.

4.6. Local ordinances should be consistent with the Constitution/National Laws

The Department of the Interior and Local Government (“ DILG ”) and the LGUs are directed to ensure that the exercise of the latter’s powers and functions is consistent with and conform to the regulations, decisions, and policies already promulgated and taken by the National Government relating to the conservation, management, development, and proper utilization of the State’s mineral resources, particularly the Mining Act and its implementing rules and regulations, while recognizing the need for social acceptance of proposed mining projects and activities.

LGUs shall confine themselves only to the imposition of reasonable limitations on mining activities conducted within their respective territorial jurisdictions that are consistent with national laws and regulations.

4.7. Measures to Improve Small-Scale Mining Activities

To improve and address issues on small-scale mining, the following measures shall be undertaken:

a. Small-scale mining activities shall comply with Republic Act No. 7076, or the People's Small-Scale Mining Act of 1991 (“ RA No. 7076 ”), and the Environmental Impact Statement System requirements under Presidential Decree (PD) No. 1586;
b. Pursuant to RA No. 7076, small-scale mining operations shall be undertaken only within the declared People's Small-Scale Mining Areas or Minahang Bayan;

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c. Pursuant to Section 24 of RA No. 7076, Provincial/City Mining Regulatory Boards in provinces and cities where they have not been constituted shall be operationalized within three months from the affectivity of this Order;
d. Small-scale mining shall not be applicable for metallic minerals except gold, silver and chromite, as provided for in RA No. 7076;
e. The use of mercury in small-scale mining shall be strictly prohibited; and
f. Training and capacity building measures in the form of technical assistance for smallscale mining cooperatives and associations shall be conducted by the concerned government agencies.
4.8. Improving Transparency in the Industry by Joining the Extractive Industries Transparency Initiative

In order to improve transparency, accountability, and governance in the sector, the government shall support and commit participation in the Extractive Industries Transparency Initiative. The DENR is mandated to ensure that mechanisms are established to operationalize the EITI in the mining sector, in consultation and coordination with the mining industry and other concerned stakeholders.

4.9. Programmatic Environmental Impact Assessment (“EIA”)

The DENR and the EMB shall study the adoption of the Programmatic EIA in the implementation of the Philippine Environmental Impact Statement System for mining projects and related activities. The necessary amendatory rules and regulations shall be issued for the implementation of this provision. [QT Note: It is not clear what “programmatic” means. However, in an earlier forum, the MGB Director mentioned that this means that the coverage of the EIA would involve a larger impact area.]

APPENDIX 4 - RESERVATIONS

This Report is subject to the following reservations:

We express no opinion as to any law other than Philippine law in force at and as interpreted at the date of this Report.

We are not qualified to, and we do not, express an opinion on the laws of any other jurisdiction.

The obligations of MRL under the material contracts will be subject to any laws from time to time in effect relating to bankruptcy, insolvency, liquidation, administration, re-organization, or any other laws or other legal or equitable remedies affecting generally the enforcement of creditors’ rights.
Where any obligations are to be performed or observed in a jurisdiction outside the Philippines, they may not be enforceable under the law of the Philippines if and to the extent that such performance or observance would be unlawful, unenforceable, or contrary to public policy under the laws of such jurisdiction.

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As regards jurisdiction, a Philippine court may stay proceedings if concurrent proceedings are being brought elsewhere.
Claims may become barred under the limitation acts or may be or become subject to defenses of set-off or counterclaim.
Our investigations have only concerned, and our Report only relates to, legal matters;
We have not made any independent investigations, enquiries or searches on the subject matter of this Report other than those specifically referred to in this Report.

The records and registers on which those investigations, enquiries or searches are based may not be complete or up-to-date in that, for example, the documents might not be filed at the relevant offices immediately, might no longer be on file, might be misplaced, or might not otherwise appear on file.

In particular, we wish to point out that the results of the searches are wholly dependent on the records kept/maintained by the relevant office at which the search was conducted and they may not be totally accurate or up-to-date, either due to delay in filing the necessary documents with the relevant office, as the case may be, incorrect data entries or administrative delay. The relevant offices and agencies where we conducted our searches also expressly disclaim responsibility for any errors or omissions in the results of the searches.

In relation to this Report, we make no representation that (i) we have studied or sighted all relevant documents, agreements, plans, correspondence, approvals and/or files, and (ii) we have conducted a litigation search in all the courts or tribunals in the Philippines;
For the purpose of this Report, we have not conducted a financial and taxation due diligence exercise or reviewed any financial statements or financial disclosure of any company and we express no opinion as to such matters.
While we believe the legal matters upon which we opined in this opinion in respect of their conformity to Philippine law to be correct and in compliance with Philippine law, we cannot however guarantee that the courts will in every circumstance give effect to or uphold every such matter.
This Report does not discuss all the issues that may be relevant with regard to the Assets and the Acquisition. If a more detailed report of the issues and our analysis and recommendations with regard thereto is required, the reader should refer to our Limited Due Diligence Report dated 3 July 2012 that we sent to the Company.
This Report is given only by QT, a Philippine law partnership, and not by or on behalf of Baker & McKenzie International (a Swiss Verein) or any other member firm thereof. In this opinion the expressions “we”, “us”, “our” and like expressions should be construed accordingly.

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APPENDIX 5 - ASSUMPTIONS

This Report is subject to the following assumptions:

that all signatures and dates are genuine;
that all the material contracts in Appendix 2 were within the capacity and powers of, and validly authorized, executed and delivered by and are binding and enforceable against each of the parties thereto under all applicable laws, were entered into by PMC for its corporate benefit, and comprise the entire agreement of the parties to each of them with respect to their respective subject matters;
for each document to which a corporation is a party, that such party had been, and at all relevant times, remained duly incorporated and had at all relevant times the necessary corporate power, all corporate authorizations, and all such authorizations have been validly obtained, to enter into such document, and each such document was validly executed and was entered into for that party’s respective corporate benefit and that such party was solvent at the time it entered into such document;
the completeness and conformity to the originals of all copies of the documents provided to us and that the documents continue unamended and in full force and effect;
that all corporate records and other documents inspected by us are genuine, complete, up to-date and accurate and no material documents have been withheld from us, whether deliberately or inadvertently;
where any of the documents are executed, issued or perfected outside the Philippines, that the formalities for the execution, issuance, registration, filing and stamping (if any) required by the laws of the place of execution and issuance as well as the laws of the place of performance have been or will be duly complied with; and
that there are no provisions of the laws of any jurisdiction outside the Philippines which would be contravened by the material contracts and that, in so far as any obligation under any of the documents reviewed falls to be performed in any jurisdiction outside the Philippines, its performance will not be illegal, ineffective, unenforceable, or adversely affected by virtue of the laws or regulations of or applicable in that jurisdiction.

ANNEXURE C – INVESTIGATING ACCOUNTANT’S REPORT

208

3113-03/798075_1.DOCX

RSM Bird Cameron Corporate Pty Ltd 8 St Georges Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 8 9261 9100 F +61 8 9261 9102 www.rsmi.com.au

Direct Line: (08) 9261 9447 Email: [email protected] AJG/SB

24 July 2012

The Directors Red Mountain Mining Limited Suite 1, 2 Richardson Street WEST PERTH WA 6005

Dear Sirs

Investigating Accountant’s Report (“Report”)

1. Introduction

1.1 This Report has been prepared at the request of the Directors of Red Mountain Mining Limited (“RMX” or “the Company”) for inclusion in a Notice of Meeting (“Notice”) for a General Meeting of Shareholders to be held on 4 September 2012 relating to the proposed issue of 100,000,000 fully paid ordinary shares in the Company, and 50,000,000 performance shares, to acquire 100% of the issued share capital of Red Mountain Mining (Singapore) Pte Ltd (“RMM Singapore”) from Mindoro Resources Ltd (“Mindoro”) and Mindoro’s rights, title and interest to approximately $17,000,000 of debt (“Debt”) due from RMM Singapore to Mindoro (“the Acquisition”).
1.2 This Report has been prepared in accordance with the general disclosure requirements of the Corporations Act 2001 to assist investors to make an informed assessment of the financial position and performance of RMX.
1.3 The future prospects of the Company, other than the preparation of a Pro-forma Consolidated Unaudited Statement of Financial Position of RMX and its subsidiaries (“the RMX Group” or ”the Group”), assuming completion of the transactions summarised in Section 6 of this Report, are not addressed in this Report. This Report also does not address the rights attaching to the shares and performance shares to be issued pursuant to the Acquisition.

2. Background

2.1 Mindoro has interests in several Philippine gold projects and copper gold tenements, located in two regions and known collectively as the Batangas and Tapian Projects. Upon settlement of the Acquisition, RMX will acquire Mindoro’s interest in these projects.
2.2 The Company entered into a formal binding share sale agreement (“Sale Agreement”) on 24 July 2012 with Mindoro, whereby RMX will acquire 100% of the issued share capital of RMM Singapore and Mindoro’s rights, title and interest to the Debt, for 100,000,000 fully paid ordinary RMX shares and 50,000,000 performance shares. RMM Singapore is a wholly owned subsidiary of Mindoro that was set up recently to facilitate a restructure of Mindoro’s interest in the Batangas and Tapian Projects (“Restructure”). Following the Restructure, RMM Singapore will:

RSM Bird Cameron Corporate Pty Ltd ABN 82 050 508 024 AFS Licence No 255847

Major Offices in: Perth, Sydney, Melbourne, Adelaide and Canberra

RSM Bird Cameron Corporate Pty Ltd is beneficially owned by the Directors of RSM Bird Cameron. RSM Bird Cameron is an independent member firm of RSM International, an affiliation of independent accounting and consulting firms. RSM International is the name given to a network of independent accounting and consulting firms each of which practices in its own right. RSM International does not exist in any jurisdiction as a separate legal entity.

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Have amounts due to Mindoro (the Debt) of approximately $17,000,000;
Own 100% of the issued share capital of a yet to be incorporated Philippines holding company (“Newco (Philippines)”); and
Newco (Philippines) will own 40% of the issued share capital in Egerton Gold Philippines Inc. (“Egerton”) and an option over the remaining 60% of the issued share capital in Egerton. Egerton owns the majority of the tenements which make up the Batangas Project. RMX has confirmed that all payments and considerations have been paid by Mindoro for the remaining 60% interest and we understand that RMX has confirmed that, through its legal due diligence, Mindoro has a 100% economic interest in the Batangas Project. Following the Restructure, Newco (Philippines) will hold a 75% joint venture interest in the Tapian Project. Further information on the ownership of the Batangas and Tapian Projects is set at Section 1.4 of the Notice.
2.3 Following settlement of the Acquisition, RMX will have a 100% economic interest in the Batangas Project and a 75% interest in the Tapian Project.

3. Scope of examination

3.1 You have requested RSM Bird Cameron Corporate Pty Ltd to prepare an Investigating Accountant’s Report for inclusion in the Notice covering the following financial information (“the Historical and Proforma Financial Information”):
The Unaudited Consolidated Statement of Comprehensive Income of the RMX Group for the 11 months ended 31 May 2012;
The Unaudited Consolidated Statement of Financial Position of the RMX Group as at 31 May 2012;
The Pro-forma Unaudited Consolidated Statement of Financial Position of the RMX Group as at 31 May 2012, assuming completion of the transactions summarised in Sections 6 of this Report; and
The relevant notes to this Historical and Pro-forma Financial Information.
3.2 The Historical and Pro-forma Financial Information has been prepared and presented in accordance with the accounting policies set out in Note 1 to the Historical and Pro-forma Financial Information.
3.3 Our review of the Historical and Pro-forma Financial Information has been conducted in accordance with Australian Auditing Standards applicable to review engagements. We made such enquiries and performed such procedures as we, in our professional judgment, considered reasonable in the circumstances including:
an analytical review of all the financial information presented, including a review of the reasonableness of the adjustments used to compile the Unaudited Consolidated Pro-forma Statement of Financial Position as at 31 May 2012;
a comparison of consistency in the application of the recognition and measurement principles in Australian Accounting Standards (including Australian Accounting Interpretations) and the accounting policies adopted by the Company and disclosed in Note 1 of the Appendix to this Report;
inspection of financial records; and
enquiries of directors and management.

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4. Responsibility

4.1 The Directors are responsible for the preparation of the Historical and Pro-forma Financial Information.
4.2 It is our responsibility to review the Historical and Pro-forma Financial Information and report thereon. We disclaim any responsibility for any reliance on this Report or the Historical and Pro-forma Financial Information to which it relates for any other purpose other than for which it is prepared. This Report should be read in conjunction with the rest of the Notice.

5. Subsequent events

5.1 Apart from the matters dealt with in this Report, having regard to the scope of our work, to the best of our knowledge and belief, no material transactions or events outside the ordinary business of the Company have come to our attention that are not otherwise disclosed in the Notice, which require further comment upon, or adjustment to, the information referred to in this Report, or which would cause the information in this Report to be misleading.

6. Assumptions adopted in compiling the Unaudited Consolidated Pro-forma Statement of Financial Position

6.1 The Unaudited Consolidated Pro-forma Statement of Financial Position of RMX has been included for illustrative purposes only. The Unaudited Consolidated Pro-forma Statement of Financial Position as at 31 May 2012 has been prepared by adjusting the Unaudited Consolidated Statement of Financial Position to reflect the financial effects of the following transactions as if they had occurred at 31 May 2012:
i) The issue of 100,000,000 fully paid ordinary RMX shares each to acquire RMM Singapore and Mindoro’s rights, title and interest to the Debt pursuant to this Notice;
ii) The issue of 50,000,000 performance shares, which convert into 50,000,000 fully paid ordinary RMX shares, if within 12 months of settlement of the Acquisition:
- the total amount of JORC compliant Indicated gold Mineral Resource on the Batangas Project increases to 600,000 ounces; and
- the completion by RMX, on a best endeavours basis, of a scoping study on the Batangas Project, which confirms that:
  - a) there has been a minimum of 50% conversion of the 600,000 ounces Gold Resource to a probable ore reserve or equivalent based on mine design (for instance mining inventory); and
  - b) the development of a mine is economically viable on key parameter terms mutually agreed by RMX and Mindoro.
iii) The costs associated with the Acquisition, estimated to be $435,000, paid as $315,000 in cash and $120,000 payable at $10,000 per month over the 12 months following completion of the Acquisition;
iv) The issue of 15,000,000 options to advisors which represent a success fee due on completion of the Acquisition. The options are exercisable at $0.20 at any time before 15 September 2016; and
v) Other assets and liabilities which are to be transferred to RMM Singapore as a result of the Restructure, which, as at 31 May 2012, consisted of cash of $61,244, receivables from Mindoro of $17,973, plant and equipment of $11,468, current liabilities of $69,217 and non-current liabilities of $133,990 relating to long term employee benefits and the Debt due to Mindoro of $17,034,702, the rights to which will be transferred to RMX upon settlement of the Acquisition.

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7. Review statement of Unaudited Historical and Unaudited Pro-forma Financial Information

7.1 Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Historical and Pro-forma Financial Information set out in the Appendix to this Report does not present fairly:
The Unaudited Consolidated Statement of Comprehensive Income of RMX for the 11 months ended 31 May 2012;
The Unaudited Consolidated Statement of Financial Position of RMX as at 31 May 2012; and
The Unaudited Consolidated Pro-forma Statement of Financial Position of RMX as at 31 May 2012 adjusted to include the effects of the proposed transaction in the Notice and the completion of the other transactions summarised in Sections 6 of this Report.

8. Declaration

8.1 RSM Bird Cameron Corporate Pty Ltd is a licensed investment adviser under the Corporations Act 2001 and is beneficially owned by the directors of RSM Bird Cameron, a large national firm of chartered accountants.
8.2 Mr A J Gilmour FCA is a director and representative of RSM Bird Cameron Corporate Pty Ltd and a director of RSM Bird Cameron. He has professional qualifications and experience appropriate to the advice offered.
8.3 RSM Bird Cameron Corporate Pty Ltd has acted as Investigating Accountant for the Company but has not been involved in the preparation of any other part of the Notice. Accordingly, we make no representations as to the completeness and accuracy of the information in any other part of this Notice. RSM Bird Cameron Corporate Pty Ltd has not made and will not make any recommendation, through the issue of this Report, to potential investors in the Company as to the merits of the investment.
8.4 RSM Bird Cameron Corporate Pty Ltd will receive a fee for the preparation of this Report. RSM Bird Cameron Corporate Pty Ltd has also received fees for due diligence, taxation advice and for the preparation of an independent expert’s report in relation to the Acquisition. All fees received are based on actual hours spent on the assignment at normal professional rates. With the exception of the above fees, neither Mr A J Gilmour nor RSM Bird Cameron Corporate Pty Ltd will receive any other benefits, either directly or indirectly, from the preparation of this Report and have no pecuniary or other interest which could be regarded as affecting the ability to provide an unbiased opinion in relation to the proposed transaction.
8.5 RSM Bird Cameron Corporate Pty Ltd has consented to the inclusion of this Report in the Notice in the form and context in which it appears. At the date of this Report, this consent has not been withdrawn.

Yours faithfully

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A J GILMOUR Director

Appendix A – Historical and Pro-Forma Financial Information

RED MOUNTAIN MINING LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE 11 MONTHS ENDED 31 MAY 2012

Income Interest income Other income Expenses Capital raising costs Consultancy fees Directors incentive options Employee benefits expense Exploration costs Legal fees Travelling expenses Other expenses Net loss for the period Total comprehensive loss for the period	RMX Unaudited 31-May-12 $ 160,177 46,583 (1,144,306) (483,310) (789,068) (287,697) (1,382,220) (301,395) (150,244) (511,462) (4,842,944) (4,842,944)	Pro-forma Adjustments $ - - - - - - - - - - - -	Pro-forma Unaudited 31-May-12 $ 160,177 46,583 (1,144,306) (483,310) (789,068) (287,697) (1,382,220) (301,395) (150,244) (511,462)
			(4,842,944)
			(4,842,944)

The Consolidated Statement of Comprehensive Income should be read in conjunction with the notes to the Historical and Pro-forma Financial Information.

Appendix A – Historical and Pro-Forma Financial Information

RED MOUNTAIN MINING LIMITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MAY 2012

Note Current assets Cash and cash equivalents 3 Other assets Total current assets Non-current assets Property, plant and equipment 4 Exploration and evaluation expenditure 5 Total non-current assets Total assets Current liabilities Trade and other payables 6 Total current liabilities Non-current liabilities Long term employee benefits 7 Total current liabilities Total liabilities Net assets Equity Issued share capital 8 Option reserve 9 Performance share reserve 10 Foreign currency translation reserve Accumulated losses 11 Total equity	RMX Unaudited 31-May-12 $ 4,680,542 124,386 4,804,928 35,290 - 35,290 4,840,218 206,009 206,009 - - 206,009 4,634,209 11,611,849 2,048,272 - 14,077 (9,039,989) 4,634,209	Pro-forma Adjustments $ (253,756) 17,973 (235,783) 11,468 13,228,263 13,239,731 13,003,948 189,217 189,217 133,990 133,990 323,207 12,680,741 8,000,000 680,741 4,000,000 - - 12,680,741	Pro-forma Unaudited 31-May-12 $ 4,426,786 142,359
			4,569,145
			46,758 13,228,263
			13,275,021
			17,844,166
			395,226
			395,226
			133,990
			133,990
			529,216
			17,314,950
			19,611,849 2,729,013 4,000,000 14,077 (9,039,989)
			17,314,950

The Unaudited Consolidated Pro-forma Statement of Financial Position represents the Unaudited Consolidated Statement of Financial Position as at 31 May 2012 adjusted for the Pro-forma transactions outlined in Section 6 of this Report. It should be read in conjunction with the notes to the Historical and Pro-forma Financial Information.

Appendix A – Historical and Pro-Forma Financial Information

RED MOUNTAIN MINING LIMITED NOTES TO THE HISTORICAL AND PRO-FORMA FINANCIAL INFORMATION AS AT 31 MAY 2012

1. Summary of significant accounting policies

The significant accounting policies that have been adopted in the preparation of the Historical and Proforma Financial Information are:

(a) Basis of preparation

This historical and pro-forma financial information has been prepared in accordance with Australian Equivalents to International Financial Accounting Standards (AIFRS), other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 .

Historical cost convention

These financial statements have been prepared under the historical cost convention.

Critical accounting judgments and the key sources of estimation uncertainty

In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions about carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects both current and future periods.

(b) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be measured reliably. The following specific criteria must also be met before revenue is recognised:

Interest income

Interest revenue is recognised on a time proportionate basis using the effective interest method. All revenue stated is net of goods and services tax (“GST”).

(c) Exploration, evaluation and development expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest where we have the right of tenure. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit or loss in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are transferred to Mine Properties and amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review for impairment is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Appendix A – Historical and Pro-Forma Financial Information

NOTES TO THE HISTORICAL AND PRO-FORMA FINANCIAL INFORMATION

AS AT 31 MAY 2012

1. Summary of significant accounting policies (cont.)

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on a discounted basis.

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

(d) Property, plant and equipment

Each class of property, plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses.

Plant and equipment

Plant and equipment are measured on the cost basis.

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets’ employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

Depreciation

The depreciable amount of all fixed assets, excluding freehold land, is depreciated on a straightline basis over the asset’s useful life to the company commencing from the time the asset is held ready for use.

The depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset Depreciation Rate Plant and equipment 18.75% – 50%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or losses are included in the statement of comprehensive income.

(e) Foreign currency translation

The consolidated financial statements are presented in Australian dollars, which is also the parent company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The Group has elected to recycle the gain or loss that arises from the direct method of consolidation, which is the method the Group uses to complete its consolidation.

Appendix A – Historical and Pro-Forma Financial Information

RED MOUNTAIN MINING LIMITED NOTES TO THE HISTORICAL AND PRO-FORMA FINANCIAL INFORMATION AS AT 31 MAY 2012

1. Summary of significant accounting policies (cont.)

Transactions and balances

Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange at the reporting date.

All differences arising on settlement or translation of monetary items are taken to the statement of comprehensive income with the exception of monetary items that are designated as part of the hedge of the Group’s net investment of a foreign operation. These are recognised in other comprehensive income until the net investment is disposed of, at which time, the cumulative amount is reclassified to the income statement. Tax charges and credits attributable to exchange differences on those monetary items are also recorded in other comprehensive income.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on retranslation of non-monetary items is treated in line with the recognition of gain or loss on change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss, respectively).

Group companies

On consolidation the assets and liabilities of foreign operations are translated into Australian dollars at the rate of exchange prevailing at the reporting date and the statement of comprehensive income is translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in the income statement.

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date.

For the purposes of this Historical and Pro-forma Financial Information, exchange rates of PHP42.55:1AUD have been applied.

(e) Income tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability.

Appendix A – Historical and Pro-Forma Financial Information

RED MOUNTAIN MINING LIMITED

NOTES TO THE HISTORICAL AND PRO-FORMA FINANCIAL INFORMATION AS AT 31 MAY 2012

1. Summary of significant accounting policies (cont.)

No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

(f) Long term employee benefits

The Group maintains a defined benefit pension plan for its employees in the Philippines which is a retirement plan that defines an amount of pension benefit than an employee will receive on retirement, usually dependent on certain factors such as age, years of credited service and compensation.

The liability recognised in the statement of financial position is the present value of the defined benefit obligation at the reporting date less the fair value of plan assets, together with adjustments for unrecognised actuarial gains or losses and past service costs.

In cases when the amount determined results in a surplus (being an excess of the fair value of the plan assets over the present value of the defined benefit obligation), the Group measures the resulting asset at the lower of (a) such amount determined and (b) the total of any cumulative unrecognised net actuarial losses and past service cost and the present value of any economic benefits available to the Group in the form of refunds or reduction in future contributions to the plan. The defined benefit obligation is calculated annually by an independent actuary using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using the interest rate of government bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity which approximate the terms of the related retirement liability.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions in excess of the greater of 10% of the value of the plan assets or 10% of the defined benefit obligation are charged or credited to income over the employees’ expected average remaining working lives.

Past-service costs are recognised immediately in the statement of comprehensive income unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past-service costs are amortised on a straight line basis over the vesting period.

Appendix A – Historical and Pro-Forma Financial Information

RED MOUNTAIN MINING LIMITED NOTES TO THE HISTORICAL AND PRO-FORMA FINANCIAL INFORMATION AS AT 31 MAY 2012

2. Acquisition of RMM Singapore

2. Acquisition of RMM Singapore
Book value of assets and liabilities acquired at 31 May2012 Pro-forma adjustments Cash and cash equivalents 61,244 Other assets 17,973 Property, plant and equipment 11,468 Exploration and evaluation expenditure 17,147,324 (3,919,061) 17,238,009 (3,919,061) Trade and other payables 69,217 - Debt (Due to Mindoro and acquired by RMX as part of the Acquisition) 17,034,702 (17,034,702) Long term employee benefits 133,990 - 17,237,909 - Net assets acquired Cost of Acquisition Ordinary shares issued Performance shares issued Options issued to advisors Costs of the acquisition 3. Cash and cash equivalents Unaudited 31 May 12 $ Cash and cash equivalents 4,680,542 Cash and cash equivalents as at 31 May 2012 Adjustments arising in the preparation of the Pro-forma Statement of Financial Position are summarised as follows Cash acquired in the Acquisition Cash component of acquisition costs Pro-forma balance	Book value of assets and liabilities acquired at 31 May2012 Pro-forma adjustments		Unaudited Pro-forma 31 May 12 $ Assets and liabilities acquired 61,244 17,973 11,468 13,228,263 13,318,948 69,217 - 133,990 203,207 13,115,741 8,000,000 4,000,000 680,741 435,000 13,115,741 Unaudited Pro-forma 31 May 12 $ 4,426,786
	61,244 17,973 11,468 17,147,324 (3,919,061)
	17,238,009 (3,919,061) 69,217 - 17,034,702 (17,034,702) 133,990 -
		-
			4,680,542 61,244 (315,000)
			(253,756)
			4,426,786

Appendix A – Historical and Pro-Forma Financial Information

RED MOUNTAIN MINING LIMITED NOTES TO THE HISTORICAL AND PRO-FORMA FINANCIAL INFORMATION AS AT 31 MAY 2012

4. Property, plant and equipment Property, plant and equipment Property, plant and equipment as at 31 May 2012 Adjustments arising in the preparation of the Pro-forma Statement of Financial Position are summarised as follows Property, plant and equipment acquired in the Acquisition Pro-forma balance 5. Exploration and evaluation expenditure Note Exploration and evaluation expenditure Exploration and evaluation expenditure as at 31 May 2012 Adjustments arising in the preparation of the Pro-forma Statement of Financial Position are summarised as follows Exploration and evaluation expenditure acquired in the Acquisition 2 Pro-forma balance	Unaudited 31 May 12 $ 35,290	Unaudited Pro-forma 31 May 12 $ 46,758
	Unaudited 31 May 12 $ -	35,290 11,468
		11,468
		46,758
		Unaudited Pro-forma 31 May 12 $ 13,228,263
		- 13,228,263
		13,228,263
		13,228,263

Appendix A – Historical and Pro-Forma Financial Information

RED MOUNTAIN MINING LIMITED NOTES TO THE HISTORICAL AND PRO-FORMA FINANCIAL INFORMATION AS AT 31 MAY 2012

6. Trade and other payables

6. Trade and other payables
Trade and other payables Trade and other payables as at 31 May 2012 Adjustments arising in the preparation of the Pro-forma Statement of Financial Position are summarised as follows Trade payables acquired in the Acquisition Short-term employee benefits acquired in the Acquisition Amounts payable to advisors in relation to successful completion of the Acquisition Total trade and other payables acquired Pro-forma balance	Unaudited 31 May 12 $ 206,009	Unaudited Pro-forma 31 May 12 $ 395,226
		206,009 7,782 61,435 120,000
		189,217
		395,226

7. Long term employee benefits

Prior to the settlement of the Acquisition certain Philippine based employees of Mindoro, subject to the employees will have their employment contracts and all their employee entitlements transferred to Newco (Philippines) which upon completion of the Restructure will be a wholly owned subsidiary of RMM Singapore. Newco (Philippines) will be required to set up an unfunded defined retirement benefit plan to cover all of its regular employees in the Philippines. The plan will provide for payment of retirement, death and disability and voluntary and involuntary separation benefits to its employees or their beneficiaries. Under the provisions of the plan, the normal retirement age is 60 but employees with at least five (5) years of service can avail of early retirement.

Upon normal retirement, a member of the plan shall receive a benefit equivalent to the minimum retirement benefit provided by R.A. 7641 at the time of his/her retirement. The projects unit credit method was used to determine the current service cost for the year. The most recent actuarial valuation of Mindoro’s retirement benefit plan for the year ended 31 December 2011, encompassing the retirement benefit obligations of the employees whose employment is proposed to be transferred to Newco (Philippines), was performed by an independent actuary dated 4 January 2012. This valuation has been used as the basis to estimate the 31 May 2012 Pro-forma long term employee benefits liability.

The actual employees which will be transferred to Newco (Philippines) from Mindoro and the quantum of the retirement benefit obligations of the employees which will transfer is yet to be agreed upon between RMX and Mindoro. This is a condition precedent which must be satisfied under the terms of the Share Sale Agreement prior to settlement of the Acquisition. However, the pro-forma adjustment set out below has been based on the total retirement benefit provision of all possible employees which may be transferred, and on the assumption that Mindoro does not compensate RMX in relation to the transfer of this liability, as at 31 May 2012.

Appendix A – Historical and Pro-Forma Financial Information

RED MOUNTAIN MINING LIMITED NOTES TO THE HISTORICAL AND PRO-FORMA FINANCIAL INFORMATION AS AT 31 MAY 2012

7. Long term employee benefits (cont.)

Long term employee benefits as at 31 May 2012 Adjustments arising in the preparation of the Pro-forma Statement of Financial Position are summarised as follows Total long term employee benefits acquired in Acquisition Pro-forma balance 8. Share capital Share capital as at 31 May 2012 Adjustments arising in the preparation of the Pro-forma Statement of Financial Position are summarised as follows Issue of 100,000,000 shares at fair value of $0.08 (RMX closing share price on 31 May 2012) in relation to the Acquisition Pro-forma balance 9. Option reserve Note Share based payments option reserve at 31 May 2012 Adjustments arising in the preparation of the Pro-forma Statement of Financial Position Issue of options over ordinary shares to advisors i) Issue of options to Mr Neil Warburton ii) Pro-forma balance	Unaudited 31 May 12 $	Unaudited Pro-forma 31 May 12 $ 133,990
	Number of ordinary shares 79,060,026	133,990
		133,990
		$ 11,611,849 8,000,000 19,611,849 $ 2,048,272 680,741 - 2,729,013
	100,000,000
	179,060,026
	Number of options 38,287,474
	15,000,000 4,000,000
	57,287,474

i) RMX will issue 15,000,000 options to advisors upon, and conditional to, successful completion of the Acquisition. These options have been valued using a binomial valuation model, in accordance with AASB 2 Share Based Payments, per the assumptions as set out below.

Appendix A – Historical and Pro-Forma Financial Information

RED MOUNTAIN MINING LIMITED NOTES TO THE HISTORICAL AND PRO-FORMA FINANCIAL INFORMATION AS AT 31 MAY 2012

9. Option reserve (cont.)

Underlying share price 8.0 cents Exercise price 20 cents Expected volatility 100% Expiry date 15 September 2016 Risk-free interest rate 2.36% Dividend yield 0%

Using a binomial valuation model, the fair value of the options has been assessed at $0.0454 per performance share, based on the above assumptions.

ii) Pursuant to Resolution 7 of the Notice, the Company is proposing to grant 4,000,000 options to the Company’s Executive Chairman, Mr Neil Warburton. The options vest upon the meeting of certain performance conditions.

2,000,000 of the options will vest upon the trading price of the Company’s shares being $0.20 or more for more than 30 consecutive trading days on which the shares trade and will be exercisable at $0.25 per option, on or before 1 July 2014.

The remaining 2,000,000 options will vest upon Mr Warburton completing 4 years continuous service as a Director or Chief Executive Officer from his commencement date of 3 April 2012 and will be exercisable at $0.50 per option, on or before 1 July 2016.

The issue of these option represent a share based payment with the value of this share based payment to amortised over the vesting period, therefore as at 31 May 2012 there has been $nil ascribed to the this transaction through the Company’s option reserve.

10. Performance share reserve

. Performance share reserve
Performance share reserve at 31 May 2012 Adjustments arising in the preparation of the Pro-forma Statement of Financial Position Issue of 50,000,000 performance shares in relation to the Acquisition Pro-forma balance	Number of performance shares $ - -
	50,000,000 4,000,000
	50,000,000 4,000,000

Performance shares issued as consideration

As part consideration for the Acquisition, RMX will issue performance shares which have been valued using a binomial valuation model, in accordance with AASB 2 Share Based Payments, per the assumptions as set out below.

Appendix A – Historical and Pro-Forma Financial Information

RED MOUNTAIN MINING LIMITED NOTES TO THE HISTORICAL AND PRO-FORMA FINANCIAL INFORMATION AS AT 31 MAY 2012

10. Performance share reserve (cont.)

Underlying share price	8.0 cents
Exercise price	Nil
Expected volatility	100%
Instrument life	12 months
Risk-free interest rate	2.36%
Dividend yield	0%

Each performance share will vest into ordinary shares in RMX if, within 12 months, of settlement of the Acquisition:

the total amount of an Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code) compliant Indicated gold Mineral Resource on all of the mineral assets of MRL increases to 600,000 ounces; and
a scoping study is completed on the mineral assets of MRL, with a minimum of 50% conversion of the 600,000 ounces Indicated gold mineral resource to Probable Ore Reserves, confirming that the development of a mine is economically viable.

11.

Using a binomial valuation model, the fair value of the performance shares has been assessed at $0.08 per performance share, based on the above assumptions.

The Directors are of the opinion that the non-market based performance conditions set out above will be achieved. On this basis, the Directors have concluded, as at the date of this Report, that the number of performance shares expected to vest into ordinary shares is 50,000,000 and, as such, a share based payment of $4,000,000 has been recognised as part consideration for the Acquisition.

Should the performance conditions not be met, the performance shares would expire and will not vest into ordinary shares in RMX. In accordance with AASB 2 Share Based Payments , if this scenario were to occur the share based payment outlined above would be reversed as the performance conditions attached to the performance shares are non-market based and, as such, both the value of RMX’s performance share reserve and mineral exploration and evaluation expenditure assets would decrease by $4,000,000.

12. Accumulated losses

Accumulated losses	Unaudited Unaudited Pro-forma 31 May 12 31 May 12 $ $ (10,217,052) (10,217,052)

13. Related party disclosure

(a) The Directors of Red Mountain at the date of this Report are Neil Warburton, Keith Rowe and Michael Wolley.

Appendix A – Historical and Pro-Forma Financial Information

RED MOUNTAIN MINING LIMITED NOTES TO THE HISTORICAL AND PRO-FORMA FINANCIAL INFORMATION AS AT 31 MAY 2012

14. Investment in controlled entities

Name of entity	Country of incorporation	Class of	Equity
		shares	holding (%)
Red Mountain Mining (Hong Kong) Holdings	Hong Kong
Ltd		Ordinary	100
Red Mountain Mining Consulting (Shenyang)	People's Republic of China
Co Ltd		Ordinary	100
Red Mountain Mining (Singapore) Pte Ltd1	Singapore	Ordinary	100
Newco (Philippines)2	Philippines	Ordinary	100
			40% and 60%
Egerton Gold Philippines Inc.3	Philippines	Ordinary	option

1 Entity is to be acquired upon settlement of the Acquisition
2 Entity is to be incorporated as a wholly owned subsidiary of Red Mountain Mining (Singapore) Pte Ltd prior to settlement of the Acquisition. Newco (Philippines) does not exist at the date of this Report.
3 Following the Restructure, Newco (Philippines) will own 40% and have an option over the remaining 60% of the issued share capital of Egerton Gold Philippines Inc. RMX has confirmed through its legal due diligence that all payments and considerations have been paid by Mindoro for the remaining 60% interest and confirmed that Mindoro, through Egerton, has a 100% economic interest in the Batangas Project. On this basis, 100% of Egerton has been consolidated in the preparation of the Unaudited Pro-forma Consolidated Financial Position of the RMX Group as at 31 May 2012 and no minority interest has been reflected, which is the accounting treatment consistent with that historically applied by Mindoro.

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Lodge your vote:

 By Mail: Red Mountain Mining Limited Unit 1 2 Richardson Street West Perth WA 6005

000001 000 MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 08 9486 8616 (outside Australia) +61 8 9486 8616

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 2:00pm (WST) Sunday 2 September 2012

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form



View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

I 9999999999 I ND

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I9999999999

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

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Proxy Form

to indicate your directions

Please mark

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Red Mountain Mining Limited hereby appoint

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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the Chairman OR of the Meeting

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Red Mountain Mining Limited to be held at The Park Business Centre, 45 Ventnor Avenue, West Perth WA 6005 on Tuesday, 4 September 2012 at 2:00pm (WST) and at any adjournment of that meeting.

Important for Resolution 7: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Resolution 7 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Resolution 7 and your votes will not be counted in computing the required majority if a poll is called on this Resolution. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 7.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Resolution and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.


Resolution	1	Change to Nature and Scale of Activities
Resolution	2	Issue of Shares to Mindoro Resources Ltd
Resolution	3	Approval for Mindoro Resources Ltd to Increase Relevant Interest
Resolution	4	Selective Buy-Back
Resolution	5	Grant of Options to Cygnet Capital Pty Ltd
Resolution	6	Grant of Options to Mr Zeffron Reeves
Resolution	7	Grant of Options to Mr Neil Warburton

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

SIGN

Signature of Securityholder(s) This section must be completed.

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

Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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9 9 9 9 9 9 A

R M X

AI assistant

RED MOUNTAIN MINING LIMITED — Proxy Solicitation & Information Statement 2012

65719_rns_2012-08-02_52d88d82-2df2-439a-b28a-9fd986e96163.pdf

RED MOUNTAIN MINING LTD

ACN 119 568 106

NOTICE OF GENERAL MEETING

TABLE OF CONTENTS

CRITICAL DATES

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

LETTER TO SHAREHOLDERS

Dear Shareholder

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

2. RESOLUTION 2 – ISSUE OF SHARES TO MINDORO RESOURCES LTD

3. RESOLUTION 3 – APPROVAL FOR MINDORO RESOURCES LTD TO INCREASE RELEVANT INTEREST

4. RESOLUTION 4 – SELECTIVE BUY-BACK

5. RESOLUTION 5 – GRANT OF OPTIONS TO CYGNET CAPITAL PTY LTD

6. RESOLUTION 6 – GRANT OF OPTIONS TO MR ZEFFRON REEVES

7. RESOLUTION 7 – GRANT OF OPTIONS TO MR NEIL WARBURTON

DATED: 31 JULY 2012

EXPLANATORY STATEMENT

The Park Business Centre, 45 Ventnor Avenue, West Perth

1. GENERAL

1.1 Background

1.2 Share Sale Agreement

(together the Consideration Securities).

1.3 Conditions Precedent to Acquisition

1.4 Restructure

1.5 Additional Material Terms in the Share Sale Agreement

(a) Lawrence Jonathon Dugdale

(b) Howard Graham Walker

1.6 Selective Buy-back Mechanism

1.7 Advantages of the Acquisition

1.8 Disadvantages of the Acquisition

1.9 Specific Risk Factors

Specific Risks

(a) Philippine Foreign Acquisition Laws

(b)

Further Restructure

(c)

Consents from surface land holders

(d) Conditions and Renewal of Licences

(e) Exploration Licences Applications

(f) Objection to exploration activities

(g) Moratorium on mining and exploration activities

(h) Community Based Forest Management Agreement

(j)

Small Scale Mining Permit

(k) Counterparty and Contractual Risk

(l) Litigation

(m) Future capital requirements

(n) Sovereign and Political Risks Associated with Operating in the Philippines

(o) Seasonal Weather

1.10 General Risk Factors

(a) Exploration Success

(b)

Commodity and Currency Volatility

(c) Foreign exchange risk

(d) Insurance risks

(e) Competition risk

(g) Potential Acquisitions

(h) Reliance on Key Personnel

1.11 Batangas Project

1.12 Location, Access and Development of the Batangas Project

1.13 Proposed Exploration Program on the Batangas Project

1.14

Tapian San Francisco Project

1.15 Location, Access and Development of the Tapian San Francisco Project

1.16 Proposed Exploration Program on the Tapian San Francisco Project

1.17 Summary of the Permit Rights

1.18 Permit Rights

RED MOUNTAIN MINING LIMITED Proxy Solicitation & Information Statement 2012