WESTERN YILGARN NL — M&A Activity 2009

May 24, 2009

22 May 2009

Company Announcements Office Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000

Dear Sir

RE: IRON MOUNTAIN MINING LIMITED (ACN 112 914 459) TAKEOVER BID FOR SECURITIES OF TERRAIN MINERALS LIMITED (ACN 116 153 514)

In accordance with s633 of the Corporations Act 2001, Iron Mountain Mining Limited gives you notice that today its attached bidder's statement and offers have been sent to holders as required by that sub-section. The date of the offer is 24 April 2009.

Yours Faithfully

DAVID ZOHAR Company Secretary Iron Mountain Mining Limited

PO Box 3235 | 256 Adelaide Terrace | Perth | Western Australia | 6832 $+61$ (8) 9225 6475 $+61$ (8) 9225 6474 e info@ironmountainmining.com.au www.ironmountainmining.com.au

Level 7 | 231 Adelaide Terrace | Perth | Western Australia | 6000

BIDDER'S STATEMENT

This is an important document and requires your immediate attention. If you are in doubt as to how to deal with it please consult your financial or other professional adviser.

OFFER

by

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

to acquire all of your ordinary shares in

Terrain Minerals Ltd ACN 116 153 514

offer of one (1) Iron Mountain ordinary share for every two (2) of your Terrain Minerals ordinary shares

Legal Adviser: Lawton Gillon Level 11 16 St Georges Terrace PERTH WA 6000

Date: 24 April 2009

CONTENTS

IMPORTANT INFORMATION
WHY YOU SHOULD ACCEPT IRON MOUNTAIN'S OFFER
HOW TO ACCEPT THE OFFER
SUMMARY OF THE OFFER
PART A - PROFILES OF IRON MOUNTAIN AND TERRAIN MINERALS
PART B - PROFILE OF THE COMBINED ENTITY
PART C - INTENTIONS
PART D - THE OFFER TERMS
PART E - AUSTRALIAN TAX CONSIDERATIONS FOR TERRAIN MINERALS AUSTRALIAN TAX CONSIDERATIONS FOR TERRAIN MINERALS SHAREHOLDERS
PART F - RISK FACTORS
PART G - ADDITIONAL INFORMATION
PART H - DEFINITIONS AND INTERPRETATION

IMPORTANT INFORMATION

Bidder's Statement

Important dates
Bidder's Statement lodged with ASIC	24 April 2009
Offer opens	19 May 2009
Offer closes (unless extended)	7 pm Sydney Time 26 June 2009

$\mathbf{1}$

This Bidder's Statement is dated 24 April 2009.

This Bidder's Statement is given by Iron Mountain Mining Limited (ACN 112 914 459) to Terrain Minerals Limited (ACN 116 153 514) under Part 6.5 of the Corporations Act. This Bidder's Statement includes an Offer dated 19 May 2009 to acquire your Terrain Minerals Shares and also sets out certain disclosures required by the Corporations Act.

A copy of this Bidder's Statement was lodged with the Australian Securities and Investments Commission (ASIC), ASX and Terrain Minerals on 24 April 2009. ASIC takes no responsibility for the contents of this Bidder's Statement.

A number of defined terms are used in this Bidder's Statement. These terms are defined in section 22.

Investment decisions

This document does not take into account the investment objectives, financial situation and particular needs of any person. Before deciding whether or not to accept the offer you may wish to seek independent financial and taxation advice.

Forward looking statements

This document contains forward looking statements. Forward looking statements are not based on historical facts, but are based on current expectations of future results or events. These forward looking statements are subject to risks, uncertainties and assumptions which could cause actual results or events to differ materially from the expectations described in such forward looking statements. While Iron Mountain believes that the expectations reflected in the forward looking statements in this document are reasonable, no assurance can be given that such expectations will prove to be correct. The risk factors set out in section 16 of this Bidder's Statement, as well as other matters as yet not known to Iron Mountain or not currently considered material by Iron Mountain may cause actual results or events to be materially different from those expressed, implied or projected in any forward looking statements. Any forward looking statement contained in this document is qualified by this cautionary statement.

Offers outside Australia

Shareholders should note that the consideration under the offer is securities of Iron Mountain, an Australian public company listed on ASX. The offer is subject to disclosure requirements in Australia which are different from those applicable in other countries. Shareholders whose address in the Terrain Minerals register of members is not in Australia and its external territories, or New Zealand (Ineligible Foreign Shareholders) will not be entitled to receive Iron Mountain Shares as consideration from the Offer (unless Iron Mountain determines otherwise). In the event the offer is declared unconditional. Ineligible Foreign Shareholders who accept the Offer will be paid a cash amount calculated in accordance with section 11.7 of this Bidder's Statement. This Bidder's Statement does not constitute an offer to issue or sell, or the soliciting of an offer to buy, any securities referred to in this Bidder's Statement in any jurisdiction in which the issue of such securities would be unlawful.

Privacy collection statement

Personal information relating to your shareholding in Terrain Minerals has been obtained by Iron Mountain or its agents from Terrain Minerals in accordance with its rights under the Corporations Act. Iron Mountain will share this information with its related bodies corporate, advisers and agents where necessary for the purposes of the Offer. Iron Mountain, its related bodies corporate, advisers and agents will use this information solely for purposes relating to the Offer. If you would like details of your personal information held by Iron Mountain or its agents please contact Iron Mountain on $(08)$ 9225 6475 (within Australia) or +61 89225 6475 (outside Australia).

DIRECTOR'S LETTER

Dear Terrain Minerals Shareholder

Offer for your Terrain Minerals Shares

On behalf of Iron Mountain, I am pleased to offer you an opportunity to become a shareholder of Iron Mountain.

Iron Mountain is an ASX listed resource exploration company with a market capitalisation of approximately \$5.42 million (based on a share price of 8.0 cents and 67,748,753 ordinary shares on issue). Iron Mountain is a company dedicated to the growth of its iron ore resources. Following the successful completion of the merger, the Directors of Iron Mountain believe that there is potential for re-rating of the Combined Entity as a result of increased size and liquidity.

Iron Mountain's Offer of 1 Iron Mountain Share for every 2 Terrain Minerals Shares provides an opportunity to become a shareholder of Iron Mountain.

By accepting the Offer, you will retain exposure to the gold and nickel projects of Terrain Minerals and gain access to Iron Mountain's current interest in its iron ore projects.

The management of the combined Iron Mountain and Terrain Minerals will continue under the stewardship of the existing Directors of Iron Mountain if Iron Mountain achieves sufficient acceptances to control the Terrain Minerals Board.

To accept this Offer please follow the instructions set out in the Bidder's Statement and on the back of the Acceptance Form.

If you have any questions on how to accept the Offer please contact Iron Mountain on (08) 9225 6475 (within Australia) or +61 8 9225 6475 (outside Australia) or contact your broker or financial adviser.

The Offer is currently due to close at 7 pm Sydney time on 26 June 2009.

I look forward to receiving your acceptance and, for those of you not already members of Iron Mountain, to welcoming you as shareholders in Iron Mountain.

Yours sincerely

DAVID ZOHAR Director

Enclosed with this letter is a Bidder's Statement which sets out the detailed terms of the Offer from Iron Mountain to acquire all of your shares in Terrain Minerals.

If you wish to accept this Offer, you must return the signed Acceptance Form by 7.00 pm (Sydney time) on 26 June 2009.

WHY YOU SHOULD ACCEPT IRON MOUNTAIN'S OFFER

A SHARE OF A MINING COMPANY WITH CRITICAL MASS 1.

The merger of Iron Mountain and Terrain Minerals will create an exploration company with the critical mass in terms of iron ore, gold and nickel with the potential to become a major participant in its field.

The proposed merger of Iron Mountain and Terrain Minerals will form an exploration company which will target growth through continued exploration.

RETAIN EXPOSURE TO THE IRON MOUNTAIN GOLD AND NICKEL PROJECTS $2.$

Existing Terrain Minerals Shareholders will retain exposure to the gold and nickel Projects held by Terrain Minerals following the merger with Iron Mountain.

If Iron Mountain is successful in acquiring 100% of Terrain Minerals, existing Terrain Minerals Shareholders who accept the Offer will collectively retain a 39.5% economic interest in Terrain Minerals' assets.

If Iron Mountain acquires a controlling interest in Terrain Minerals (but less than 100%), existing Terrain Minerals Shareholders who accept the Offer will still retain exposure to the gold and nickel Projects of Terrain Minerals.

$3.$ POTENTIAL FOR RE-RATING FROM INCREASED SIZE AND LIQUIDITY

The merger of Iron Mountain and Terrain Minerals will create a larger, more liquid company, thereby increasing the attractiveness of the Combined Entity to Australian and international institutional investors, and the potential for re-rating.

Based on the Offer terms and the closing trading price of Iron Mountain (\$0.08) as at 14 April 2009, and assuming that Iron Mountain acquires 100% of Terrain Minerals, the Combined Entity will have a market capitalisation of \$8.96 million. On the same basis, if Iron Mountain acquires 50.1% of Terrain Minerals, Iron Mountain will have a market capitalisation of \$7.19 million.

$\overline{\mathbf{A}}$ . EXPOSURE TO POTENTIAL GROWTH

Terrain Minerals Shareholders will have the opportunity to benefit from Iron Mountain's existing iron ore exploration activities.

ACCESS TO AN EXPERIENCED MANAGEMENT TEAM WITH A STRONG TRACK 5. RECORD

Management of the combined Iron Mountain and Terrain Minerals will be undertaken by the existing directors of Iron Mountain, an experienced exploration and finance team.

6. MERGER SYNERGIES

The merger of Iron Mountain and Terrain Minerals will create the opportunity for cost savings.

Subject to compliance with Terrain Minerals' existing obligations, Iron Mountain intends to ensure that Terrain Minerals accelerates its current exploration program. Iron Mountain will investigate alternative potential ways of creating value for shareholders from Terrain Minerals' existing exploration projects and the elimination of costs.

YOU SHOULD INCUR NO BROKERAGE 7.

By accepting this Offer, you should not incur any brokerage fees¹. Brokerage fees may otherwise be payable if you choose to sell your Terrain Minerals Shares on the share market.

^<sup>1 If your Terrain Minerals Shares are in a CHESS holding or you hold your Terrain Minerals Shares through a bank. custodian or other nominee, you should ask your Controlling Participant (usually your broker) or the bank, custodian or other nominee whether it will charge any transaction fees or service charges in connection with your acceptance of the Offer. If you are a Foreign Shareholder, the proceeds of sale of the Iron Mountain Shares to which you would otherwise become entitled as a consequence of accepting the Offer will be net of sale costs, including brokerage (see section 11.7).

HOW TO ACCEPT THE OFFER

For CHESS Holdings of Terrain Minerals Shares:

If your Terrain Minerals Shares are on a CHESS subregister, either contact your Controlling Participant (usually your broker) and instruct them to accept the Offer on your behalf, or complete the enclosed Acceptance Form by following the instructions provided on it, and return the signed form in the enclosed business reply paid envelope or deliver it to the address below.

For Issuer Sponsored Holdings of Terrain Minerals Shares

If your Terrain Minerals Shares are on Terrain Minerals' issuer sponsored subregister, complete the enclosed Acceptance Form by following the instructions provided on it, and return the signed form in the enclosed self addressed envelope or deliver it to the address below.

Signed Acceptance Forms must be sent to:

Computershare Investor Services Pty Limited GPO Box 52 MELBOURNE VIC 3001

or delivered to:

Computershare Investor Services Pty Limited, Level 2, 45 St Georges Terrace, Perth, Western Australia.

The Offer closes at 7.00 pm (Sydney time) on 26 June 2009, unless extended by Iron Mountain. Acceptance Forms must be received before the end of the Offer Period.

For questions regarding your Terrain Minerals Shares, the Offer or how to accept please refer to the remainder of this Bidder's Statement. If you still require assistance, please contact Iron Mountain on:

For Australian callers:	$(08)$ 9225 6475
For International callers:	+61 89225 6475

Iron Mountain is the company making the Offer to acquire all of your Terrain Minerals Shares. Iron Mountain is offering one Iron Mountain Share for every 2 Terrain Minerals Share on the terms and conditions set out in Part D.

The Offer is scheduled to close at 7.00 pm (Sydney time) on 26 June 2009.

You should note that the Offer Period can be extended as permitted by the Corporations Act. The Offer is for all of your Terrain Minerals Shares and is subject to the conditions set out in section 10 of this Bidder's Statement. These conditions include those summarised below:

• that Iron Mountain receives acceptances for a minimum of 50% of Terrain Minerals' shares;
• conditions relating to regulatory approvals; conditions relating to third party change of control rights
• conditions relating to certain material transactions,
• prescribed occurrences, material adverse changes and the conduct of the Terrain Minerals' business: and
• conditions relating to the S&P/ASX 200 index.

You can only accept for all of your holding. Your acceptance of the Offer will be treated as being for all your Terrain Minerals Shares including any additional Terrain Minerals Shares registered as held by you at the date your acceptance is processed.

If you accept the Offer in accordance with the instructions contained in the Offer and the Acceptance Form and the Offer becomes unconditional, you will be issued with Iron Mountain Shares in accordance with section 11.

You will be able to sell the Iron Mountain Shares you receive on ASX. Please see section 11.5 regarding Unmarketable Parcels of shares.

Foreign Shareholders will not be entitled to receive Iron Mountain Shares on acceptance of the Offer. Foreign Shareholders who accept the Offer will be paid the net cash sale proceeds of Iron Mountain Shares which they would otherwise have received (see section 11.7 below).

Consult your financial, tax or other professional adviser on the tax implications of acceptance.

You will not pay any stamp duty if you accept the Offer.

If vour Terrain Minerals Shares are registered in an Issuer Sponsored Holding in your name and you deliver them directly to Iron Mountain, you will not incur any brokerage in connection with your acceptance of the Offer.

If your Terrain Minerals Shares are in a CHESS holding or you hold your Terrain Minerals Shares through a bank, custodian or other nominee, you should ask your Controlling Participant (usually your broker) or the bank, custodian or other nominee whether it will charge any transaction fees or service charges in connection with your acceptance of the Offer.

If you are a Foreign Shareholder, the proceeds of sale of the Iron Mountain Shares to which you would become entitled as a consequence of accepting the Offer will be net of sale costs, including brokerage (see section $11.7$ ).

If Iron Mountain does not become entitled to compulsorily acquire your Terrain Minerals Shares, you will remain a Terrain Minerals Shareholder.

If you have any questions in relation to the Offer, please call Iron Mountain on (08) 9225 6475 or +61 89225 6475 (from outside Australia).

SUMMARY OF THE OFFER

The following is only a summary of the Offer and is qualified by the detailed information contained in the following sections of this Bidder's Statement. You should read this Bidder's Statement in full before deciding how to deal with your Terrain Minerals Shares.

One fully paid Iron Mountain share for every two Terrain Minerals shares.

The full terms of the Offer are contained in Part D of this Bidder's Statement.

PART A - PROFILES OF IRON MOUNTAIN AND TERRAIN MINERALS

$\mathbf{1}$ . PROFILE OF IRON MOUNTAIN

$1.1$ OVERVIEW OF IRON MOUNTAIN

$(a)$ Background

Iron Mountain is an ASX listed resource investment company (ASX code: IRM). Iron Mountain's focus is to explore for iron ore in Western Australia.

As at 9 March 2009 (being the trading day prior to the announcement of the Offer), Iron Mountain's market capitalisation was approximately \$4.75 million.

$(b)$ Iron Mountain's corporate structure

Iron Mountain is listed on the ASX and currently has 67,748,753 shares on issue and has granted 40,186,250 options exercisable at 20 cents on or before 1 February 2012.

BOARD OF DIRECTORS AND COMPANY SECRETARY

Simon England	Chairman
David Zohar	Director
Zhukov Pervan	Director
Robert Sebek	Director
David Zohar	Company Secretary

CORPORATE GOVERNANCE $1.3$

The Iron Mountain Board aims to achieve the highest standards of corporate governance and has established corporate governance policies and procedures consistent with the ASX Corporate Governance Council's publication "Principles of Good Corporate Governance and Best Practice Recommendations".

$1.4$ DIVIDEND POLICY

The main financial goal of Iron Mountain is to generate significant capital appreciation for its shareholders. A dividend policy is yet to be determined by the Directors.

IRON MOUNTAIN'S ANNUAL REPORT, ASX ANNOUNCEMENTS AND $1.5$ CONSTITUTION

The annual report of Iron Mountain for the year ended 30 June 2008 was lodged with ASX on 28 October 2008.

Iron Mountain is a company listed on the ASX and is subject to the periodic and continuous disclosure requirements of the Corporations Act and the ASX listing Rules. A list of Iron Mountain announcements which have been lodged with ASX since the end of Iron Mountain's financial year ended 30 June 2008 to 23 April 2009 is set out in Appendix 1. This information may be relevant to your assessment of the Offer. For information concerning the financial position and affairs of Iron Mountain, you should refer to the full range of information that has been disclosed by Iron Mountain pursuant to these requirements.

Copies of the following documents may be obtained by contacting Iron Mountain $(08)$ 9225 6475 during the Offer Period:

• $\blacktriangleright$ the annual report referred to above;
• $\blacktriangleright$ Iron Mountain's half yearly financial report lodged with ASX on 12 March 2009;
• $\blacktriangleright$ Iron Mountain's quarterly reports;
• $\blacktriangleright$ the ASX announcements referred to above; and
• $\blacktriangleright$ Iron Mountain's constitution,

and will be provided to the person who made the request.

Alternatively the above documents may be downloaded from the ASX website at www.asx.com.au (at ASX code: IRM).

Copies of all documents lodged with ASIC in relation to Iron Mountain may also be obtained from, or inspected at, an ASIC office.

$2.$ PROFILE OF TERRAIN MINERALS

$2.1$ SOURCES OF INFORMATION

The following brief description of Terrain Minerals and the financial information concerning Terrain Minerals contained in this section 2 has been prepared using publicly available information. This information concerning Terrain Minerals has not been independently verified by Iron Mountain. Iron Mountain does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy, currency or completeness of such information.

The information about Terrain Minerals should not be considered comprehensive. Further information in relation to Terrain Minerals' business may be included in the Target's Statement which Terrain Minerals must provide to its shareholders.

$2.2$ CORPORATE OVERVIEW

Terrain Minerals is an ASX listed gold and nickel exploration company.

Terrain Minerals' principal asset is its gold exploration project at Bundarra in Western Australia.

As at 31 December 2008, Terrain Minerals' reported cash position was \$233,834 and creditors of \$192,232.

$2.3$ OPERATIONS OVERVIEW

Terrain Minerals' principal activity is mineral exploration.

$2.4$ TERRAIN MINERALS ASX ANNOUNCEMENTS

Terrain Minerals is a company listed on the ASX and is subject to the periodic and continuous disclosure requirements of the Corporations Act and the ASX Listing Rules. For information concerning the financial position and affairs of Terrain Minerals, you should refer to the full range of information that has been disclosed by Terrain Minerals pursuant to these requirements. Copies of announcements made by Terrain Minerals to ASX are available from ASX. A list of announcements lodged by Terrain Minerals with ASX since 1 January 2009 is set out in Appendix 2.

In addition, the Corporations Act requires the directors of Terrain Minerals to provide a Target's Statement to holders of Terrain Minerals Shares setting out their recommendations in relation to this Offer and all the information that the holders and their professional advisers would reasonably require to make an informed assessment of whether to accept the Offer.

PART B - PROFILE OF THE COMBINED ENTITY

$3.$ OVERVIEW OF THE COMBINED ENTITY

$3.1$ RATIONALE FOR THE OFFER

Iron Mountain's rationale for the acquisition of Terrain Minerals is to create a company with iron ore, gold and nickel resources and prospects and to achieve economies of scale by combining the exploration activities of both companies.

Iron Mountain is of the view that the superior cash resources of Iron Mountain will enable the gold and nickel projects of Terrain Minerals to be explored at a greater rate without the need of further dilution of the Terrain Mineral shareholders.

$3.2$ FORECASTS FOR THE COMBINED ENTITY

Iron Mountain is an exploration company that does not currently generate a revenue stream.

Accordingly, any forecasts for the Combined Entity would be speculative and subject to significant business and technical uncertainties and contingencies which are beyond the control of Iron Mountain. In these circumstances, the Iron Mountain Directors do not believe that providing forecasts of potential future revenue and expenditure is material to the decision of shareholders of Terrain Minerals in making a decision whether to accept the Iron Mountain Offer.

As far as Iron Mountain is aware, the directors of Terrain Minerals have not published any forecasts which could be incorporated into the profile of the Combined Entity.

EFFECT OF ACQUISITION ON IRON MOUNTAIN $3.3$

$(a)$ General effect of acquisition

The general effect of the acquisition on Iron Mountain will be to extend Iron Mountain's exploration strategy, by taking a controlling interest in an investment which is considered to provide the prospect of realising a high quality, value asset. This will provide an increased exposure to gold and nickel projects.

$(b)$ Effect of acquisition on Iron Mountain's capital structure

The consideration for the acquisition of the Terrain Minerals Shares to which the Offer relates will be satisfied by the issue of cash and Iron Mountain Shares.

The capital structure of Iron Mountain assuming Iron Mountain acquires 100% (assuming the 90% compulsory acquisition threshold is achieved) of Terrain Minerals or 50.1 % (the minimum acceptance condition is more than 50%) will be as follows.

Capital structure	Acquisition of $100\%$ of Terrain Minerals	Acquisition of 50.1 $%$ of Terrain Minerals
Number of existing Iron Mountain Shares	67,748,753	67,748,753
Impact of Acquisition
Number of new Iron Mountain Shares to be. issued to Terrain Minerals Shareholders (1)	44.256.999	22,172,756
Total number of Iron Mountain Shares on issue following completion of the Offer	112,005,752	89,921,509

Iron Mountain currently has granted 40,186,250 options exercisable at 20 cents on or before 1 February 2012.

Notes

This is an estimate only. The actual number of Iron Mountain Shares issued $(1)$ will vary depending on the number of Terrain Minerals Shareholders that will be entitled to an additional whole Iron Mountain Share due to the rounding up of fractional entitlements referred to in section 6.5.

Iron Mountain does not hold any Terrain Minerals Shares or Terrain Minerals Options.

$3.4$

PROFILE OF THE COMBINED ENTITY

$(a)$ Management

The Combined Entity will benefit from the skills and experience of the Iron Mountain Board.

$(b)$ Impact on the financial position of Iron Mountain

If Iron Mountain is successful in acquiring 100% of Terrain Minerals. the Combined Entity would have:

• $(i)$ cash assets, as at 31 March 2009, of c. \$4.0 million and no debt (based on the pro forma balance sheet and the assumptions detailed in section 4.1); and
• a diverse portfolio of exploration properties which is likely to be attractive to $(ii)$ investors, and lead to increased profile and liquidity for Iron Mountain Shares.

PRO FORMA CONSOLIDATED FINANCIAL INFORMATION 4.

$4.1$ COMBINED ENTITY PRO-FORMAS

$(a)$ Basis of preparation

The pro forma consolidated balance sheet has been prepared by consolidating Iron Mountain's balance sheet from the half year financial reports for the six months to 31 December 2008 and that of Terrain Minerals. A number of consolidation adjustments have been made to reflect the acquisition as set out in the notes to the table below.

The Combined Entity pro-forma balance sheet as at 31 December 2008 assumes that the acquisition of Terrain Minerals by Iron Mountain had been completed at that date. Accordingly, changes in the fair value since the balance sheet dates of the companies have not been recognised. The actual date of acquisition will be at a later date. In accordance with the requirements of Australian Accounting Standard AASB 3 "Business Combinations", the identifiable net assets of an entity must be measured at their fair value as at the date of acquisition of that entity. Accordingly, Iron Mountain will assess the fair value of identifiable net assets of Terrain Minerals on completion of the acquisition and having regard to the fair value of the Iron Mountain shares being issued to the shareholders of Terrain Minerals. On the basis of the 31 December 2008 balance sheet of Terrain Minerals that has been reviewed by the Company's auditor, the Directors of Iron Mountain believe that fair value of Terrain Minerals' deferred mineral exploration evaluation and development expenditure would be adjusted by \$5,362,899 to \$3,286,588 being the difference between fair value of the consideration of \$3,452,046 and the net assets of Terrain Minerals at 31 December 2008 of \$ 8,814,945. The fair value adjustment is set out in the consolidated entity pro-forma balance sheets below.

$(b)$ Consolidated Entity Pro-formas

The following table sets out the pro-forma consolidated balance sheet of the consolidated post-completion Combined Entity. It is based on the assumption that Iron Mountain acquires 100% of Terrain Minerals. In addition, sensitivity is shown highlighting the consolidated balance sheet of the post completion Combined Entity based on Iron Mountain acquiring 50.1 % of Terrain Minerals. The pro-forma balance sheet has been prepared as at 31 December 2008 on the basis that there have been no significant changes in the nature or scale of operating activities from 1 January 2009 to date.

For the purpose of the Consolidated Entity Pro-forma, Iron Mountain is considered to be both the accounting and legal acquirer under AASB 3 "Business Combinations'.

	Iron Mountain 31 Dec.'08	Terrain Minerals 31 Dec.'08	Combined Entity Balance Sheet		Adjustment Pro-forma Adjusted for offer 100.0%	Consolidated Entity Pro-forma Balance Sheet (adjusted for offer) 100.0%		Adjustment Pro-forma Adjusted for offer 50.1%	Iron Mountain Pro-forma Balance Sheet (adjusted for offer) 50.1%
Current Assets
Cash & cash equivalents	4,134,703	233,836	4,368,539	(e)	(325,000)	4,043,539	(e)	(100,000)	4,034,703
Trade and other receivables Non-current	541,253	371,287	912,540			912,540			541,253
assets classified as held for sale		337,084	337,084
Total Current						337,084
Assets	4,675,956	942,207	5,618,163		(325,000)	5,293,163		(100,000)	4,575,956
Non-Current Assets
Receivables Available for sale financial	48,000		48,000			48,000			48,000
assets	303,280		303,280			303,280			303,280
Property, plant & equipment	1,025,988	98,450	1,124,438			1,124,438			1,025,988
Exploration expenditure Investment accounted for	682,967	7,966,520	8,649,487	$(c)$ $(f)$	(5,362,899)	3,286,588			682,967
using equity method							(c) (i)	1,729,475	1,729,475
Total Non- Current Assets	2,060,235	8,064,970	10,125,205		(5,362,899)	4,762,306		1,729,475	3,789,710
Total Assets	6,736,191	9,007,177	15,743,368		(5,462,899)	10,055,469		1,629,475	8,365,666
Liabilities
Trade and other payables	212,535	192,232	404,767			404,767			212,535
Provisions	7,793		7,793			7,793			7,793
Total Liabilities	220,328	192,232	412,560			412,560			220,328
Net Assets	6,515,863	8,814,945	15,330,808		(5,462,899)	9,867,909		1,629,475	8,145,338
Equity Contributed Equity	8,090,030	11,334,922	19,424,952	(k)	(7,882,876)	11,542,076	(c)	1,729,475	9,819,505
Minority Interest	$\overline{\mathbf{4}}$
Reserves	1,034,205	659,321	4 1,693,526	(1)	(659, 321)	4 1,034,205			4 1,034,205
Accumulated Losses	(2,608,376)	(3,179,298)	(5,787,674)	$(e)$ $(f)$ (m)	3,079,298	(2,708,376)	(e)	(100,000)	(2,708,376)
Total Equity	6,515,863	8,814,945	15,330,808		(5,462,899)	9,642,909		1,629,475	8,145,338

$(c)$ Increase in shareholder equity

Shareholders' equity will increase through the issue of Iron Mountain Shares for Terrain Minerals Shares. Based on the share capital of Terrain Minerals of 88,513,998 shares (excluding Terrain Minerals Options) Iron Mountain will issue 44,256,999 new Iron Mountain shares. Based on the Iron Mountain closing share price of \$0.078 as at 20 March 2009, issued share capital will increase by \$3.45 million.

The shareholder equity impact is summarised as follows:

100% Scenario (excluding all unexercised Terrain Minerals Options)

Security	Terrain Minerals	Iron Mountain	Value of Iron Mountain
	Securities Sold	Shares Issued	Shares Issued (1)
Terrain Minerals Shares	88.513.998	44,256,999	\$3,452,046

$(I)$ Based on the closing share price of \$0.078 as at 20 March 2009 and assuming Iron Mountain acquires Terrain Minerals Shares to achieve 100% relevant interest in Terrain Minerals.

50.1% Scenario (excluding all unexercised Terrain Minerals Options)

Security	Terrain Minerals	Iron Mountain	Value of Iron Mountain
	Securities Sold	Shares Issued	Shares Issued (2)
Terrain Minerals Shares	44.345.513	22,172,756	\$1,729,475

$(2)$ Based on the Iron Mountain closing share price of \$0.078 as at 20 March 2009 and assuming Iron Mountain acquires Terrain Minerals Shares to achieve 50.1% relevant interest in Terrain Minerals.

$(d)$ Fair value of the acquisition consideration

The fair value of the acquisition consideration has been based on the assumption that all Terrain Minerals Shareholders will accept the Offer and that none of the Terrain Minerals options currently on issue will be exercised. At the acquisition date, Terrain Minerals options are considered "out-of-the-money". The actual acquisition consideration will be based on the market value of Iron Mountain Shares, at the date of acquisition, in accordance with the requirements of AASB 3 "Business Combinations".

The value of shares issued by Iron Mountain in exchange for Terrain Minerals Shares will be recorded in Iron Mountain's separate financial statements as an investment in Terrain Minerals. On consolidation, this amount is considered to represent capitalised exploration expenditure and is therefore reported as such.

Reduction in cash $(e)$

Pro-forma adjustments have been made to reflect the estimated transaction costs related to the acquisition. A preliminary estimate of \$100,000 has been made to cover such costs in the event that Iron Mountain achieves less than 90 % acceptances. If Iron Mountain achieves greater than 90 % acceptances, duty in the order of \$225,000 will be payable by Iron Mountain on the basis that the mineral tenements held by Terrain Minerals are valued at \$4,250,000 (which is approximate market capitalisation of Terrain Minerals based on a share price of 4.8 cents).

Iron Mountain has chosen to early adopt AASB 3 "Business Combinations" (Revised March 2008). Consequently, Iron Mountain is also required to early adopt AASB 127 "Consolidated and Separate Financial Statements" (Revised March 2008). As a result, acquisition related costs (such as advisory, legal, accounting, valuation and other professional consultant costs) have been expensed in the period. Foreign shareholders who are not entitled to shares will be paid cash based on Iron Mountain's share price at acquisition date adjusted for relevant costs. In preparing the pro-forma balance sheet we have made the assumption that no such shareholders exist, however if such payments to Terrain Minerals shareholders are required they will be made from Iron Mountain's existing cash resources.

$(f)$ Adjustment relating to the fair value of Terrain Minerals' assets and liabilities acquired

The pro-forma consolidated balance sheet is based on the assumption that the fair value of the mineral tenements arising from the acquisition of Terrain Minerals is the difference between the acquisition consideration and the carrying value of the net assets of Terrain Minerals at the acquisition date, which is \$5,362,899. In accordance with AASB 3 "Business Combinations" Iron Mountain has elected to reflect these provisional fair value adjustments in the books of Terrain Minerals prior to acquisition.

In accordance with AASB 3(45) the provisional fair values may be subject to change following a detailed assessment of the fair values by Iron Mountain Directors, which will be undertaken subsequent to the acquisition and assumption of management control, including allocating the fair value of the identified assets and tenements. The Directors of Iron Mountain have a period of 12 months from the acquisition date to determine "final" fair values, in accordance with AASB 3.

In determining the cost of a business combination, AASB 3 "Business Combinations" requires the acquirer to measure the fair value of contingent liabilities acquired as part of a business combination. The fair value of a contingent liability is determined as the amount that a third party would charge to assume those contingent liabilities. Based on the information available to Iron Mountain, it is not possible to determine the fair value of any contingent liabilities of Terrain Minerals. A detailed assessment of the fair value of any contingent liabilities of Terrain Minerals, by Iron Mountain Directors, will be undertaken subsequent to the acquisition and assumption of management control. The recognition of any fair value for possible contingent liabilities of Terrain Minerals would lead to an increase in the value of mineral assets on consolidation, subject to valuation support.

Tax $(g)$

The pro-forma consolidated balance sheet does not include any adjustment to reflect the tax effect of tax losses or other temporary differences that may give rise to deferred tax assets or deferred tax liabilities as a result of the business combination.

The extent of any carry forward losses available to the Combined Entity will depend on the Combined Entity being able to satisfy tax loss recoupment provisions of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997. Accordingly, Iron Mountain will assess the extent tax losses that can be utilised subsequent to the acquisition and management control.

The pro-forma consolidated balance sheet does not include any adjustments that may arise if the Combined Entity is eligible for and elects to enter tax consolidation. As noted in section 5, should Iron Mountain obtain 100% of the Terrain Minerals' securities, Iron Mountain intends to review the relevant legislation to determine eligibility and to weigh up the benefits and costs associated with making an election to form a consolidated tax group.

$(h)$ Impact of AIFRS

Both companies have prepared their balance sheets based on Australian equivalents to International Financial Reporting Standards (AIFRS).

$(i)$ Consistency of Accounting Policies

Based on the Terrain Minerals information which is publicly available, it appears that the accounting policies of Terrain Minerals are broadly consistent with those of Iron Mountain. It was noted that the depreciation methods for Plant and Equipment were not consistent as Iron Mountain uses the diminishing value method whilst Terrain Minerals uses the straight line method. In accordance with AASB 108 "Accounting Policies, Changes in Accounting Estimates and Errors" a change in the method of depreciation is considered to be a change in accounting estimate and consequently any change in accounting estimate would apply prospectively. As a result, no adjustment has been made to the pro-forma balance sheet to recognise this difference in the depreciation method.

As noted in section 5, Iron Mountain intends to review Terrain Minerals' accounting policies upon the assumption of management control. To the extent that Iron Mountain does not have equivalent operating resource company policies it is expected that this review will result in Iron Mountain adopting Terrain Minerals' policies. No change in accounting policy is assumed for the purposes of the pro-forma consolidated accounts.

$(j)$ Accounting Treatment in the event of lack of control

The Offer includes a 50% minimum acceptance condition (see section 10.1). While Iron Mountain has no present intention to waive that condition, it reserves its right to declare the Offer free of that condition (or any other Defeating Condition of the Offer). In the event Iron Mountain does not obtain "control" of Terrain Minerals as a result of the Bid, but Iron Mountain does obtain "significant influence", Iron Mountain will account for its investment in Terrain Minerals using the equity method as shown in the pro-forma balance sheet above. The carrying amount of Iron Mountain's investment in Terrain Minerals would be initially measured at cost, determined based on the fair value of Iron Mountain shares issued as consideration. For reporting periods after acquisition, the carrying amount of Terrain Minerals will be increased or decreased for Iron Mountain's share of post-acquisition profits and losses, which will be recognised in Iron Mountain's Income Statement. In addition, Iron Mountain's share of movements in equity, such as reserves, and distributions from Terrain Minerals would also impact the carrying value of its investment in Terrain Minerals.

$\left( \mathbf{k}\right)$ Reconciliation of Contributed Equity

Opening Iron Mountain Contributed Equity at
31 December 2008	\$8,090,030
Opening Terrain Minerals Contributed Equity at
31 December 2008	\$11,334,922
	\$19,424,952
Elimination of Terrain Minerals Contributed Equity
on consolidation	\$(11,334,922)
Iron Mountain Shares issued to Terrain Mineral
Shareholders (refer to (c) above)	\$3,452,046
Closing consolidated Contributed Equity	\$11,542,076

13

$\bf{I}$ Reconciliation of Reserves

Opening Iron Mountain Reserves at 31 December 2008	\$1,034,205
Opening Terrain Minerals Reserves at 31 December 2008
	\$659,321
	\$1,693,526
Elimination of Terrain Minerals Reserves on consolidation
	\$(659,321)
Closing consolidated Reserves	\$1,034,205

Reconciliation of Accumulated Losses $(m)$

Opening Iron Mountain Accumulated Losses at 31 December 2008	\$(2,608,376)
Opening Terrain Minerals Accumulated Losses at 31 December 2008	\$(3,179,298)
	$$$ (5,787,674)
Fair value adjustment reflected in Terrain Minerals accounting records (refer to (f) above)	\$5,362,899
Elimination of Terrain Minerals fair value adjustment on consolidation	\$(5,362,899)
Elimination of pre-acquisition retained earnings of Terrain Minerals	\$3,179,298
Expensing of Acquisition Costs	\$(100,000)
Closing consolidated Accumulated Losses	\$(2,708,376)

PART C - INTENTIONS

5. IRON MOUNTAIN'S INTENTIONS

$5.1$ INTRODUCTION

This section 5 sets out Iron Mountain's intentions in relation to:

• $(a)$ the continuation of the business of Terrain Minerals;
• $(b)$ any major changes to the business of Terrain Minerals and any redeployment of the fixed assets of Terrain Minerals; and
• the future of the Terrain Minerals Board. $(c)$

These intentions are based on the information concerning Terrain Minerals, its business and the general business environment which is known to Iron Mountain at the time of preparation of this Bidder's Statement, which is limited to publicly available information.

Final decisions regarding these matters will only be made by Iron Mountain in light of material information and circumstances at the relevant time. Accordingly, the statements set out in this section 5 are statements of current intention only, which may change as new information becomes available to Iron Mountain or as circumstances change.

$5.2$ INTENTIONS UPON ACOUISITION OF 90% OR MORE OF THE TERRAIN MINERALS SHARES

This section 5.2 sets out Iron Mountain's current intentions if Iron Mountain acquires relevant interests in 90% or more of the Terrain Minerals Shares and it is entitled to proceed to compulsory acquisition of the remaining Terrain Minerals Shares under the Corporations Act.

$(a)$ Corporate matters

It is intended that Iron Mountain would:

• $(i)$ proceed with compulsory acquisition of the outstanding Terrain Minerals Shares (including any Terrain Minerals Shares issued as a result of the exercise of Terrain Minerals Options after the end of the Offer Period and in the six weeks after Iron Mountain gives the compulsory acquisition notices) in accordance with the provisions of Chapter 6A of the Corporations Act;
• $(ii)$ arrange for Terrain Minerals to be removed from the Official List of ASX;
• $(iii)$ not retain the members of the Terrain Minerals Board; and
• $(iv)$ if it becomes entitled to do so under the Corporations Act, seek to compulsorily acquire the Terrain Minerals Options which have not been exercised and that have not lapsed, and where other negotiated arrangements have not been agreed in relation to those Terrain Minerals Options.

$(b)$ Exploration

Iron Mountain intends to continue exploring the Terrain Minerals' tenements.

Tax Consolidation $(c)$

Iron Mountain does not have any specific intentions in relation to the formation of a tax consolidated group incorporating Iron Mountain and Terrain Minerals. Iron Mountain intends to conduct a detailed review of the relevant legislation to determine eligibility and to weigh up the potential benefits and disadvantages associated with making an election to form a consolidated tax group. Potential factors to be considered in this review include the availability of tax losses for the tax consolidated group, the ability to reset tax costs of Terrain Minerals' fixed assets and administration consequences.

The ability of Iron Mountain to capture any benefits and quantify costs will depend on amongst other things the detailed information to be provided by Terrain Minerals and discussions with Terrain Minerals management. Any attempt to quantify these benefits and costs at this time would be speculative.

INTENTIONS UPON ACOUISITION OF MORE THAN 50% OF THE TERRAIN 5.3 MINERALS SHARES, BUT LESS THAN 90%

This section 5.3 sets out Iron Mountain's current intentions if Iron Mountain acquires relevant interests in greater than 50% but less than 90% of the Terrain Minerals Shares. The implementation of any steps referred to in this section 5.3 would only be undertaken where those steps are in accordance with all applicable legal and regulatory requirements, the Listing Rules, and the fiduciary and statutory duties of the directors of Terrain Minerals. In particular, the Terrain Minerals directors may only implement any such steps if they consider the steps to be in the best interests of Terrain Minerals Shareholders as a whole.

$(a)$ Corporate matters

It is intended that Iron Mountain would:

$(i)$ request the appointment of nominees of Iron Mountain to the board such that the Iron Mountain nominees comprised a majority of the board; and

$(ii)$ if Terrain Minerals is left with less than the number or spread of shareholders required under the listing rules of ASX, consider seeking to have Terrain Minerals removed from the official list of ASX. This would affect the liquidity of Terrain Minerals Shares. However, holders of Terrain Minerals Shares should note that the liquidity of those shares may be reduced even if listing on ASX is maintained.

$(b)$ Other matters

If Iron Mountain acquires relevant interests in greater than 50% but less than 90% of the Terrain Minerals Shares, Iron Mountain's intentions in relation to:

• $(i)$ the exploration activities of Terrain Minerals; and
• $(ii)$ the executives and employees of Terrain Minerals,

are the same as those set out in paragraphs (b) and (c) of section 5.2.

5.4 INTENTIONS UPON ACQUISITION OF LESS THAN 50% OF THE TERRAIN MINERALS SHARES

The Offer includes a 50% minimum acceptance condition (see section 10.1). While Iron Mountain has no present intention to waive that condition, it reserves its right to declare the Offer free of that condition (or any other Defeating Condition of the Offer).

In those circumstances, Iron Mountain's actions will be dependent on the percentage of Terrain Minerals Shares acquired under the Offers. Iron Mountain has therefore not formed a view on its intentions upon acquisition of less than 50% of Terrain Minerals Shares. However, Iron Mountain may seek to implement the intentions set out in this section 5 to the extent that it is lawfully able to do so.

$5.5$ OTHER INTENTIONS

Subject to the above, including the outcome of the review of Terrain Minerals operations to be undertaken by Iron Mountain, it is the present intention of Iron Mountain, on the basis of the information concerning Terrain Minerals which is known to it at the date of this Bidder's Statement and the existing circumstances affecting the business of Terrain Minerals, that:

• the business of Terrain Minerals will otherwise be continued in substantially the same $(a)$ manner as it is presently being conducted;
• $(b)$ no other major changes will be made to the business of Terrain Minerals;
• there will not be any other redeployment of the fixed assets of Terrain Minerals. $(c)$

5.6 UNCERTAIN BENEFITS TO IRON MOUNTAIN

Some of the intentions noted in this section 5 may provide benefits to Iron Mountain that are not currently available to Terrain Minerals Shareholders. The exact extent and timing of those benefits are currently uncertain, and the ability of Iron Mountain to capture any benefits will depend on, amongst other things, detailed review and expert reports, particularly in the ability to sell exploration tenements.

Any attempt to quantify these benefits at this time would be speculative.

PART D - THE OFFER TERMS

6. THE OFFER

$6.1$ OFFER FOR YOUR TERRAIN MINERALS SHARES AND TERRAIN MINERALS OPTIONS

Iron Mountain offers to acquire all of your Terrain Minerals Shares on the terms set out in this Offer.

This Offer extends to all Terrain Minerals Shares and Terrain Minerals Options that are issued during the period from the Register Date to the end of the Other Period due to the conversion of, or exercise of rights attached to, Terrain Minerals Options which are on issue at the Register Date.

You may only accept this Offer for all of your Terrain Minerals Shares.

$6.2$ OFFER INCLUDES RIGHTS

If Iron Mountain acquires your Terrain Minerals Shares under this Offer, Iron Mountain is also entitled to any Rights attached to those Terrain Minerals Shares and Terrain Minerals Options.

$6.3$ CONSIDERATION

Iron Mountain offers 1 Iron Mountain Shares for every 2 of your Terrain Minerals Shares.

6.4 INELIGIBLE FOREIGN SHAREHOLDERS

If you are an Ineligible Foreign Shareholder then despite any other provision of this Offer, you are offered and will be paid a cash amount for your Terrain Minerals Shares calculated under section 11.7.

$6.5$ ROUNDING OF IRON MOUNTAIN SHARES

If you become entitled to a fraction of an Iron Mountain Share under this Offer, the number of Iron Mountain Shares you are entitled to will be rounded up to the nearest whole number. If Iron Mountain reasonably believes that a Terrain Minerals Shareholder's holdings have been created or manipulated to take advantage of rounding up, then any fractional element will be aggregated or rounded down to the lowest whole number of Iron Mountain Shares.

6.6 RANKING OF IRON MOUNTAIN SHARES

The Iron Mountain Shares issued under the Offer will be issued fully paid and will rank equally for dividends and other rights with existing Iron Mountain Shares.

$6.7$ OFFICIAL QUOTATION OF IRON MOUNTAIN SHARES

Iron Mountain will apply for official quotation of the Iron Mountain Shares issued to you under this Offer on ASX within 7 days after' the date on which the Bidder's Statement is given to Terrain Minerals. Quotation will not be automatic but will depend on ASX exercising its discretion. Iron Mountain has already been admitted to the official list of ASX and shares in Iron Mountain of the same class as those to be issued under this Offer are already quoted. But Iron Mountain cannot guarantee, and does not represent or imply, that the Iron Mountain Shares will be listed

7. OFFER PERIOD

Unless withdrawn, this Offer is open during the period that begins on the date of this Offer and ends at 7.00 pm (Sydney time):

• on 26 June 2009; or $(a)$
• on any date to which the period of this Offer is extended under section 13 or as $(b)$ required by the Corporations Act.

8. HOW TO ACCEPT THIS OFFER

ACCEPT FOR ALL OF YOUR TERRAIN MINERALS SHARES 8.1

You may only accept this Offer for all of your Terrain Minerals Shares. If you accept the Offer, you will be taken to have accepted the Offer for all your Terrain Minerals Shares (including any additional Terrain Minerals Shares registered as held by you at the date your acceptance is processed despite any difference between that number and the number of Terrain Minerals Shares specified when you accept this Offer).

8.2 CHESS HOLDINGS

If your Acceptance Shares are in a CHESS Holding, you and your Controlling Participant must comply with the ASTC Settlement Rules. To accept this Offer in accordance with those rules, you must:

• instruct your Controlling Participant to initiate acceptance of this Offer under $(a)$ rule 14.14 of the ASTC Settlement Rules; or
• $(b)$ if you are a Controlling Participant, yourself initiate acceptance under that rule; or
• $(c)$ if you are not a Controlling Participant:
• complete and sign the Acceptance Form in accordance with the instructions $(i)$ on it: and
• $(ii)$ return the Acceptance Form together with all other documents required by the instructions on it to the address specified on the form in the addressed envelope provided. This will authorise Iron Mountain to instruct your Controlling Participant to initiate acceptance of this Offer on your behalf. For return of the Acceptance Form to be an effective acceptance of the Offer, you must ensure it is received by Iron Mountain in time for Iron Mountain to give instructions to your Controlling Participant, and your Controlling Participant to carry out those instructions, before the end of the Offer Period.

8.3 ISSUER SPONSORED HOLDINGS AND OTHER HOLDINGS

If your Acceptance Shares are held on Terrain Minerals' issuer sponsored subregister, or if at the time of your acceptance you are entitled to be registered as the holder, or are otherwise able to give good title, to accept this Offer you must:

• $(a)$ complete and sign the Acceptance Form in accordance with the instructions on it; and
• $(b)$ return the Acceptance Form together with all other documents required by the instructions on it to the address specified on the form in the addressed envelope provided so that they are received before the end of the Offer Period.

8.4 FOREIGN LAWS

This Offer is not registered in any jurisdiction outside Australia (unless an applicable foreign law treats it as registered as a result of the Bidder's Statement being lodged with ASIC). It is your sole responsibility to satisfy yourself that you are permitted by any foreign law applicable to you to accept this Offer.

9. YOUR AGREEMENT RESULTING FROM ACCEPTANCE

$9.1$ EFFECT OF ACCEPTANCE FORM

By signing and returning the Acceptance Form in accordance with section 8, you:

authorise Iron Mountain and each of its officers and agents to correct any errors in, or $(a)$ omissions from, the Acceptance Form necessary to:

• $(i)$ make it an effective acceptance of this Offer for your Acceptance Shares which are not in a CHESS Holding; and
• $(ii)$ enable the transfer of your Acceptance Shares to Iron Mountain; and
• $(b)$ if any of your Acceptance Shares are in a CHESS Holding, authorise Iron Mountain to:
• instruct your Controlling Participant to effect your acceptance of this Offer for $(i)$ those Acceptance Shares under rule 14.14 of the ASTC Settlement Rules; and
• $(ii)$ give to your Controlling Participant on your behalf any other instructions in relation to those Acceptance Shares which are contemplated by the sponsorship agreement between you and your Controlling Participant and are necessary or appropriate to facilitate your acceptance of this Offer.

$9.2$ YOUR AGREEMENT

By signing and returning the Acceptance Form or otherwise accepting this Offer in accordance with section 8, you:

• accept this Offer in respect of your Acceptance Shares; $(a)$
• represent and warrant to Iron Mountain that all your Acceptance Shares will at the time $(b)$ of your acceptance of this Offer and of transfer to Iron Mountain be fully paid up;
• $(c)$ represent and warrant that you are not an Ineligible Foreign Shareholder, unless otherwise indicated on the Acceptance Form, and acknowledge and agree that if you are a Foreign Shareholder, or Iron Mountain believes you are an Ineligible Foreign Shareholder, section 11.7 applies to you;
• transfer, or consent to the transfer in accordance with the ASTC Settlement Rules of, $(d)$ your Acceptance Shares to Iron Mountain subject to the conditions of the constitution of Terrain Minerals on which they were held immediately before your acceptance of this Offer (and Iron Mountain agrees to take those Acceptance Shares subject to those conditions);
• if and when the contract resulting from your acceptance of this Offer becomes $(e)$ unconditional (even though Iron Mountain has not yet paid or provided the consideration due to you), irrevocably appoint Iron Mountain and each director of, and any nominee of, Iron Mountain as your attorney to:
• $(i)$ attend and vote in respect of your Acceptance Shares at all general and class meetings of Terrain Minerals;
• execute all forms, notices, documents (including a document appointing a $(ii)$ director of Iron Mountain as a proxy for any of your Acceptance Shares and resolutions relating to your Acceptance Shares and generally to exercise all powers and rights which you have as the registered holder of your Acceptance Shares;
• $(iii)$ direct Terrain Minerals to pay to Iron Mountain or to account to Iron Mountain for all Rights attaching to your Acceptance Shares, subject however to any such Rights received by Iron Mountain being accounted for by Iron Mountain to you, in the event that this Offer is withdrawn or avoided;
• $(f)$ agree that in exercising the powers conferred by the power of attorney in section (e), Iron Mountain and each of its directors and its nominee is entitled to act in the interest of Iron Mountain:

• $(g)$ agree not to attend or vote in person at any general meeting of Terrain Minerals or to exercise, or to purport to exercise, (in person, by proxy or otherwise) any of the powers conferred on the directors of Iron Mountain by section (e);

• $(h)$ if and when the contract resulting from your acceptance of this Offer becomes unconditional (even though Iron Mountain has not yet paid or provided the consideration due to you), authorise Iron Mountain to transmit a message to ASTC in accordance with rule 14.17.1 of the ASTC Settlement Rules so as to enter those of your Acceptance Shares which are in a CHESS Holding into Iron Mountain's Takeover Transferee Holding:

• $(i)$ unless section 11.7 applies to you:
• $(i)$ agree to accept the Iron Mountain Shares to which you become entitled by accepting this Offer subject to the constitution of Iron Mountain and authorise Iron Mountain to place your name on its register of members for those Iron Mountain Shares; and
• $(ii)$ instruct Iron Mountain to issue the Iron Mountain Shares to which you became entitled by accepting this Offer, if your Acceptance Shares are in a CHESS Holding, with the same holder identification number as affects your Acceptance Shares; and if your Acceptance Shares are held on Terrain Minerals' issuer sponsored sub-register, on Iron Mountain's issuer sponsored sub-register; and
• you agree to indemnify Iron Mountain and its agents (and each of them) in respect of $(i)$ any claim or action against it or any loss, damage, or liability whatsoever incurred by it as a result of you not producing your Holder Identification Number or Securityholder Reference Number or in consequence of the transfer of your Acceptance Shares being registered by Terrain Minerals without production of your Holder Identification Number or Securityholder Reference Number.

$9.3$ POWERS OF ATTORNEY

If the Acceptance Form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power and is empowered to delegate powers under the power of attorney under section 9.1 and paragraphs (e) and (h) of section 9.2.

9.4 VALIDATION OF OTHERWISE INEFFECTIVE ACCEPTANCES

Except for Terrain Minerals Shares in a CHESS Holding, Iron Mountain may treat the receipt by it of a signed Acceptance Form as a valid acceptance of this Offer even though it does not receive the other documents required by the instructions on the Acceptance Form or there is not compliance with any one or more of the other requirements for acceptance. If Iron Mountain does treat such an Acceptance Form as valid, subject to section 11. Iron Mountain will not be obliged to give you the consideration until Iron Mountain receives all those documents and all of the requirements for acceptance referred to in section 8.3 and in the Acceptance Form have been met.

10. DEFEATING CONDITIONS

10.1 DEFEATING CONDITIONS OF THIS OFFER

This Offer and the contract resulting from acceptance of this Offer are subject to fulfilment of the following Defeating Conditions:

$(a)$ Minimum acceptance condition

At the end of the Offer Period, Iron Mountain has a relevant interest in more than 50% (by number) of the sum of the number of Terrain Minerals Shares on issue at that time and the number of Terrain Minerals Shares required to be issued on the exercise of rights attached to all Terrain Minerals Options in existence at that time.

$(b)$ Approvals by Public Authorities

Before the end of the Offer Period:

• $(i)$ Iron Mountain receives all Approvals which are required by law or by any Public Authority to permit the Offers to be made to and accepted by Terrain Minerals shareholders in all applicable jurisdictions; and
• Iron Mountain receives all Approvals which are required by law or by any $(ii)$ Public Authority as a result of the Offers or the successful acquisition of the Terrain Minerals Shares,

and, in each case, those Approvals are on an unconditional basis and remain in force in all respects and there is no notice, intimation or indication of intention to revoke, suspend, restrict, modify or not renew those Approvals.

$(c)$ No action by Public Authority adversely affecting the Offer

During the Condition Period:

• $(i)$ there is not in effect any preliminary or final decision, order or decree issued by a Public Authority;
• no action or investigation is instituted, or threatened by any Public Authority; or $(ii)$
• $(iii)$ no application is made to any Public Authority (other than an application by Iron Mountain).

in consequence of, or in conjunction with, the Offer, which:

• restrains or prohibits or threatens to restrain or prohibit, or may otherwise $(iv)$ materially adversely impact upon:
• $(A)$ the making of the Offers; or
• $(B)$ the rights of Iron Mountain in respect of Terrain Minerals or the Terrain Minerals Shares to be acquired under the Offer or otherwise; or
• seeks to require the divestiture by Iron Mountain of any Terrain Minerals $(v)$ Shares, or the divestiture of any assets by Terrain Minerals or Iron Mountain.

$(d)$ Change of control

During the Condition Period, every person who has or will have any right (whether subject to conditions or not) under any Material Agreement as a result of Iron Mountain acquiring Terrain Minerals Shares to:

• $(i)$ acquire, or require the disposal of, or require Terrain Minerals or a subsidiary of Terrain Minerals to offer to dispose of, any material asset of Terrain Minerals or a subsidiary of Terrain Minerals; or
• $(ii)$ terminate, or vary the terms or performance of, any material agreement or arrangement with Terrain Minerals or a subsidiary of Terrain Minerals (including without limitation by accelerating any payment required to be made under that agreement or arrangement),

provides in writing an enforceable, irrevocable and unconditional waiver or release of that right to Terrain Minerals, and Terrain Minerals provides a copy of that release or waiver to Iron Mountain.

$(e)$ Disclosure of the existence of certain rights

On or before the date that Terrain Minerals sends its Target's Statement in respect of the Offer to shareholders, either:

$(i)$ Terrain Minerals makes an announcement to the ASX containing details of every right of the kind referred to in paragraph (d), including (to the extent known to Terrain Minerals):

• $(B)$ the consequences and potential consequences of an exercise of that right; and
• $(C)$ the provisions which give rise to that right, those consequences or those potential consequences; or
• $(ii)$ Terrain Minerals makes an announcement to the ASX that there are no rights of the kind referred to in sub-paragraph (i).

$(f)$ No material transactions

During the Condition Period, none of Terrain Minerals and any subsidiary of Terrain Minerals:

• $(i)$ acquires, offers to acquire or agrees to acquire one or more companies or assets (or an interest in one or more companies or assets) for an amount in aggregate greater than \$1.0 million;
• $(ii)$ disposes, offers to dispose or agrees to dispose of one or more companies or assets (or an interest in one or more companies or assets) for an amount in aggregate greater than \$1.0 million or makes an announcement in relation to such a disposal;
• $(iii)$ enters into, offers to enter into or announces that it proposes to enter into any joint venture or partnership or dual listed company structure, involving a commitment of in aggregate greater than \$1.0 million;
• $(iv)$ incurs or commits to, or grants to another person a right the exercise of which would involve Terrain Minerals incurring or committing to, any capital expenditure or liability in respect of one or more related items of in aggregate greater than \$1.0 million; or
• discloses (without having disclosed to ASX prior to the Announcement Date) $(v)$ the existence of any matter described in sub-paragraphs (i) to (iv) above, or announces an intention or proposal to do anything described in subparagraphs (i) to (iv) above.

No material adverse change $(g)$

During the Condition Period:

• $(i)$ there is no occurrence or matter, including (without limitation):
• $(A)$ any change in the status or terms of arrangements entered into with Terrain Minerals or any of its subsidiaries or the status or terms of any Approvals which are applicable to Terrain Minerals or any of its subsidiaries (whether or not wholly or partly attributable to the making of the Offer, or the acquisition of Terrain Minerals Shares under the Offer);
• (B) any liability for duty or tax;
• $(C)$ any liability resulting from a change of control of Terrain Minerals; $\alpha$
• $(D)$ any change in the law (whether retrospective or not),

that (individually or together with others) has or could reasonably be expected to have a materially adverse effect on the assets, liabilities, financial or trading position, profitability, production or prospects of Terrain Minerals and its subsidiaries taken as a whole; and

$(ii)$ no occurrence or matter, as described in sub-paragraph (i), which occurred before the Announcement Date but was not apparent from publicly available information before then, becomes public.

$(h)$ No prescribed occurrences

None of the following events happens during the period beginning on the date this Bidder's Statement is given to Terrain Minerals and ending at the end of the Offer Period:

• $(i)$ Terrain Minerals converts all or any of its shares into a larger or smaller number of shares;
• $(ii)$ Terrain Minerals or a subsidiary of Terrain Minerals resolves to reduce its share capital in any way;
• Terrain Minerals or a subsidiary of Terrain Minerals: $(iii)$
• $(A)$ enters into a buy-back agreement; or
• $(B)$ resolves to approve the terms of a buy-back agreement under section $257C(1)$ or $257D(1)$ of the Corporations Act;
• $(iv)$ Terrain Minerals or a subsidiary of Terrain Minerals issues shares or grants an option over its shares, or agrees to make such an issue or grant such an option, other than the issue of Terrain Minerals Shares on the exercise of Terrain Minerals Options on issue at the Register Date;
• $(v)$ Terrain Minerals or a subsidiary of Terrain Minerals issues, or agrees to issue, convertible notes;
• $(vi)$ Terrain Minerals or a subsidiary of Terrain Minerals disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;
• $(vii)$ Terrain Minerals or a subsidiary of Terrain Minerals charges, or agrees to charge, the whole, or a substantial part, of its business or property;
• $(viii)$ Terrain Minerals or a subsidiary of Terrain Minerals resolves to be wound up;
• $(ix)$ the appointment of a liquidator or provisional liquidator of Terrain Minerals or of a subsidiary of Terrain Minerals;
• $(x)$ a court makes an order for the winding up of Terrain Minerals or of a subsidiary of Terrain Minerals:
• an administrator of Terrain Minerals, or of a subsidiary of Terrain Minerals, is $(xi)$ appointed under section 436A, 436B or 436C of the Corporations Act;
• Terrain Minerals or a subsidiary of Terrain Minerals executes a deed of $(xii)$ company arrangement; or
• $(xiii)$ a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of Terrain Minerals or of a subsidiary of Terrain Minerals.
• $(i)$ No prescribed occurrences between announcement and service

None of the events listed in sub-paragraphs (i) to (xiii) of paragraph (h) happens during the period beginning on the Announcement Date and ending at the end of the day before this Bidder's Statement is given to Terrain Minerals.

$(j)$ No dividends or distributions

During the Condition Period, none of Terrain Minerals and any subsidiary of Terrain Minerals, declares, distributes, or resolves to pay or provide any dividend, bonus or other share of its profits or assets.

$\left( \mathbf{k}\right)$ Conduct of Terrain Minerals' business

During the Condition Period, none of Terrain Minerals and any subsidiary of Terrain Minerals:

• gives or agrees to give any Encumbrance over any of its assets otherwise than $(i)$ in the ordinary course of business;
• $(ii)$ borrows or agrees to borrow any money (except for temporary borrowing from its bankers in the ordinary course of business);
• releases, discharges or modifies any substantial obligation to it of any person, $(iii)$ firm or corporation or agrees to do so;
• $(iv)$ conducts its business otherwise than in the ordinary course;
• $(v)$ has threatened or commenced against it any material claims or proceedings in any court or tribunal (including, but not limited to, a petition for winding up or an application for appointment of a receiver or receiver and manager);
• $(vi)$ becomes subject to investigation under the Australian Securities and Investments Commission Act 2001 (Cth) or any corresponding legislation; or
• discloses (without having disclosed to ASX prior to the Announcement Date) $(vii)$ the existence of any matter described in sub-paragraphs (i) to (vi) above, or announces an intention or proposal to do anything described in sub-paragraphs (i) to (vi) above.

$\bf{D}$ S&P/ASX200 index

During the Condition Period, the S&P/ASX 200 Index does not close below 3,000 for 3 or more consecutive trading days.

$(m)$ No material failings in filings

Iron Mountain does not become aware, during the Condition Period, that any document filed by or on behalf of Terrain Minerals with ASX or ASIC contains a statement which is incorrect or misleading in any material particular or from which there is a material omission.

SEPARATE DEFEATING CONDITIONS FOR BENEFIT OF IRON MOUNTAIN 10.2

Each of the Defeating Conditions set out in each paragraph, sub-paragraph and sub-subparagraph, of section 10.1:

• $(a)$ is and must be construed as a separate condition; and
• subject to the Corporations Act, operates only for the benefit of Iron Mountain and any $(b)$ breach or non-fulfilment of such condition may be relied upon only by Iron Mountain which may waive (generally or in respect of a particular event) the breach or non-fulfilment of that condition.

10.3 NATURE OF DEFEATING CONDITIONS

None of the Defeating Conditions prevents a contract to sell your Acceptance Shares resulting from your acceptance of this Offer but:

• breach of any of the Defeating Conditions entitles Iron Mountain to rescind that $(a)$ contract by notice to you; and
• non fulfilment of any of the Defeating Conditions at the end of the Offer Period will $(b)$ have the consequences set out in section 10.6.

NOTICE DECLARING OFFERS FREE OF DEFEATING CONDITIONS 10.4

Subject to the Corporations Act, Iron Mountain may declare this Offer and any contract resulting from acceptance of this Offer free from any of the Defeating Conditions by giving written notice to Terrain Minerals:

• in the case of the Defeating Conditions in section 10.1(h), not later than 3 business $(a)$ days after the end of the Offer Period; and
• in the case of all other Defeating Conditions, not less than 7 days before the last day of $(b)$ the Offer Period.

10.5 NOTICE PUBLICATION DATE

The date for giving the notice on the status of the Defeating Conditions is 19 June 2009 (subject to extension in accordance with the Corporations Act if the Offer Period is extended under the Corporations Act).

CONTRACT VOID IF DEFEATING CONDITIONS NOT FULFILLED 10.6

Your acceptance or the contract resulting from your acceptance of this Offer is void if:

• at the end of the Offer Period any of the Defeating Conditions in section 10.1 is not $(a)$ fulfilled; and
• Iron Mountain has not declared this Offer and any contract resulting from the $(b)$ acceptance of it free of that Defeating Condition in accordance with section 10.4.

PROVISION OF CONSIDERATION 11.

WHEN YOU WILL BE PAID THE CONSIDERATION 11.1

Subject to this section 11 and the Corporations Act, if you accept this Offer Iron Mountain will provide the consideration for your Acceptance Shares to you on or before the earlier of:

• the day 1 month after you accept this Offer or, if this Offer is subject to a Defeating $(a)$ Condition when accepted, 1 month after the contract resulting from your acceptance becomes unconditional; and
• the day 21 days after the end of the Offer Period. $(b)$

ACCEPTANCE FORM REQUIRES ADDITIONAL DOCUMENTS 11.2

Where documents are required to be given to Iron Mountain with your acceptance to enable Iron Mountain to become the holder of your Acceptance Shares (such as a power of attorney):

• if the documents are given with your acceptance, Iron Mountain will provide the $(a)$ consideration in accordance with section 11.1;

• if the documents are given after your acceptance and before the end of the Offer Period $(b)$ while the Offer is subject to a Defeating Condition, Iron Mountain will provide the consideration by the end of whichever of the following periods ends first:

• $(ii)$ 21 days after the end of the Offer Period;

• $(c)$ if the documents are given after your acceptance and before the end of the Offer Period while the Offer is no longer subject to a Defeating Condition. Iron Mountain will provide the consideration by the end of whichever of the following periods ends first:
• 1 month after Iron Mountain is given the documents; and $(i)$
• $(ii)$ 21 days after the end of the Offer Period; or
• if the documents are given after the end of the Offer Period, Iron Mountain will $(d)$ provide the consideration within 21 days after the documents are given. However, if at the time Iron Mountain is given the documents the contract resulting from acceptance of the Offer is still subject to a Defeating Condition in section 10(h), Iron Mountain will provide the consideration within 21 days after the contract becomes unconditional.

DELIVERY OF CONSIDERATION 11.3

Subject to the Corporations Act, Iron Mountain forward a cheque in respect of the cash component paid to Ineligible Foreign Shareholders and will send a statement confirming the issue of the Iron Mountain Shares due to you by pre-paid ordinary mail, or in the case of an address outside Australia by airmail, to the address shown in the acceptance registered maintained by Iron Mountain that will be updated from time to time from the Terrain Minerals' register.

RETURN OR DESTRUCTION OF DOCUMENTS 11.4

If this Offer does not become unconditional or any contract arising from this Offer is rescinded by Iron Mountain on the grounds of a breach of a condition of that contract, Iron Mountain will, at its election, return by post to you at the address shown on the acceptance registered maintained by Iron Mountain that will be updated from time to time from the Terrain Minerals' register any Acceptance Form and any other documents sent with it by you or destroy those documents and notify ASX of this.

11.5 UNMARKETABLE PARCELS

If the total number of Iron Mountain Shares you are entitled to receive as consideration under this Offer is an Unmarketable Parcel, you will be issued with, and will be entitled to retain, those shares. Iron Mountain will implement a mechanism to efficiently reduce the number of Unmarketable Parcels that are held by Iron Mountain shareholders as a result of this Offer.

RIGHTS 11.6

If Iron Mountain becomes entitled to any Rights as a result of your acceptance of this Offer, it may require you to give to Iron Mountain all documents necessary to vest title to those Rights in Iron Mountain. If you do not give those documents to Iron Mountain, or if you have received or are entitled to receive (or any previous holder of your Acceptance Shares has received or is entitled to receive) the benefit of those Rights, Iron Mountain may deduct the amount (or value as reasonably assessed by Iron Mountain) of such Rights (including the value of any franking credits) from the consideration due to you (based on the volume weighted average price of Iron Mountain Shares in the ordinary course of trading on ASX during the two full trading days immediately prior to the date that Iron Mountain provides such consideration). If Iron Mountain does not, or cannot, make such a deduction from the consideration due to you, you must pay that amount to Iron Mountain.

INELIGIBLE FOREIGN SHAREHOLDERS 11.7

If you are an Ineligible Foreign Shareholder and you accept this Offer you will not be entitled to receive Iron Mountain Shares as consideration for your Acceptance Shares. Instead Iron Mountain will:

• arrange for the issue to a nominee approved by ASIC of the number of Iron Mountain $(a)$ Shares to which you and all other Ineligible Foreign Shareholders would have been entitled but for this section and the equivalent section in each of the Offers;
• cause those Iron Mountain Shares to be offered for sale on ASX as soon as practicable $(b)$ after the end of the Offer Period and otherwise in such manner, at such price and on such terms as are determined by the nominee; and
• cause the amount ascertained in accordance with the formula below to be paid to you: $(c)$
• "net proceeds of sale" is the amount remaining after deducting the expenses of sale and of appointing the nominee from the total proceeds of sale of the Iron Mountain Shares issued to the nominee under this section and the equivalent section in each of the Offers:
• "your Iron Mountain Shares" is the number of Iron Mountain Shares which would, but for this section, have been issued to you; and
• "total Iron Mountain Shares" is the total number of Iron Mountain Shares issued to the nominee under this section and the equivalent section in each of the Offers.

You will be paid by cheque in Australian currency. The cheque will be sent at your risk by pre-paid airmail to the address shown in the acceptance registered maintained by Iron Mountain that will be updated from time to time from the Terrain Minerals' register.

11.8 NON-AUSTRALIAN RESIDENTS

If, at the time of acceptance of this Offer or provision of the consideration under it, any authority or clearance of the Reserve Bank of Australia or of the Australian Taxation Office is required for you to receive any consideration under this Offer or you are a resident in or a resident of a place to which, or you are a person to whom:

• the Banking (Foreign Exchange) Regulations 1959 (Cth); $(a)$
• $(b)$ the Charter of the United Nations (Terrorism and Dealing with Assets) Regulations 2002 (Cth);
• the Charter of the United Nations (Sanctions Afghanistan) Regulations 2001 (Cth); $(c)$
• the Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003 (Cth); or $(d)$
• any other law of Australia that would make it unlawful for Iron Mountain to provide $(e)$ consideration for your Terrain Minerals Shares,

applies, then acceptance of this Offer will not create or transfer to you any right (contractual or contingent) to receive the consideration specified in this Offer unless and until all requisite authorities or clearances have been obtained by Iron Mountain. See section 20.2 of this Bidder's Statement for information as to whether this restriction applies to you.

11.9 COSTS AND STAMP DUTY

Iron Mountain will pay all costs and expenses of the preparation and circulation of the Offers and any stamp duty payable on the transfer of any Terrain Minerals Shares to Iron Mountain.

$12.$ OFFEREES

REGISTERED HOLDERS $12.1$

Iron Mountain is making an offer in the form of this Offer to:

• each holder of Terrain Minerals Shares registered in the register of members of Terrain $(a)$ Minerals at the Register Date; and
• any person who becomes registered, or entitled to be registered, as the holder of Terrain $(b)$ Minerals Shares from the Register Date to the end of the Offer Period due to the conversion of, or the exercise of rights attached to, Terrain Minerals Options which are on issue on the Register Date.

Accordingly, the Offers and copies of this Bidder's Statement will be sent to holders of Terrain Minerals Shares and Terrain Minerals Options at the Register Date.

$12.2$ TRANSFEREES

This Offer extends to any person who is able during the Offer Period to give good title to a parcel of your Terrain Minerals Shares. That person may accept as if an Offer on terms identical to this Offer had been made to them for those Terrain Minerals Shares.

$12.3$ TRUSTEES AND NOMINEES

If during the Offer Period and before you accept this Offer your Terrain Minerals Shares consist of two or more separate and distinct parcels within the meaning of section 653B of the Corporations Act (for example, because you are a trustee or nominee for several distinct
beneficial owners), section 653B of the Corporations Act will apply so that::

• Iron Mountain is taken to have made a separate Offer to you for each separate and $(a)$ distinct parcel of Terrain Minerals Shares; and
• acceptance by you of the Offer for any distinct parcel of Terrain Minerals Shares is $(b)$ ineffective unless:
• vou give Iron Mountain notice in accordance with section 12.4 stating that $(i)$ your Terrain Minerals Shares consist of separate and distinct parcels; and
• your acceptance specifies the number of Terrain Minerals Shares in each $(ii)$ separate and distinct parcel to which the acceptance relates.

NOTICES BY TRUSTEES AND NOMINEES $12.4$

The notice required under section $12.3(b)(i)$ :

• if it relates to Terrain Minerals Shares not in a CHESS Holding, must be in writing; or $(a)$
• if it relates to Terrain Minerals Shares in a CHESS Holding, must be in an electronic $(b)$ form approved under the ASTC Settlement Rules for the purposes of Part 6.8 of the Corporations Act.

$13.$ VARIATION AND WITHDRAWAL OF OFFER

$13.1$ VARIATION

Iron Mountain may vary this Offer in accordance with the Corporations Act.

WITHDRAWAL 13.2

In accordance with section 652B of the Corporations Act, Iron Mountain may withdraw this Offer with the written consent of ASIC and subject to the conditions (if any) which apply to that consent.

GOVERNING LAW 14.

This Offer and any contract resulting from acceptance of it is governed by the law in force in Western Australia.

PART E - AUSTRALIAN TAX CONSIDERATIONS FOR TERRAIN MINERALS SHAREHOLDERS

ACCEPTING THE OFFER AND DISPOSING OF TERRAIN MINERALS SHARES 15.

As each Terrain Minerals shareholders hold a position with respect to the taxation consequences of accepting the Iron Mountain offer is unique Iron Mountain does not propose to set out possible taxation consequences . Iron Mountain strongly recommends that Terrain Minerals shareholders obtain advice from their advisors as to the taxation consequences arising from accepting the Iron Mountain offer prior to acceptance.

PART F - RISK FACTORS

16. RISK FACTORS

$16.1$ OVERVIEW

Terrain Minerals shareholders who accept the Offer will become shareholders in Iron Mountain. The financial performance and operations of Iron Mountain's businesses, the price of Iron Mountain Shares and therefore the returns received by Iron Mountain shareholders will be influenced by a range of factors. Some of these factors can be mitigated by the use of safeguards and appropriate commercial action. However, many of these factors are beyond the control of Iron Mountain and the Iron Mountain board.

This section describes certain risk factors associated with an investment in Iron Mountain. Terrain Minerals shareholders should consider carefully these risk factors and the other information contained in this Bidder's Statement.

INVESTMENT RISK $16.2$

Terrain Minerals shareholders should be aware that there are risks associated with an investment in shares quoted on a stock exchange. Share price movements could affect the value of the consideration paid under the Offer and the value of any investment in Iron Mountain. The value of Iron Mountain Shares can be expected to fluctuate depending on various factors including general worldwide economic conditions, changes in government policies, investor perceptions, and movements in interest rates and stock markets, as well as the performance of Iron Mountain, including exploration results. There is no guarantee of profitability, dividends, return of capital, or the price at which the Iron Mountain Shares will trade on ASX after completion of the Offer. The past performance of Iron Mountain is not necessarily an indication as to future performance as the trading price of shares can go up or down.

GENERAL ECONOMIC CONDITIONS 16.3

Factors, such as, but not limited to the following, could impact on Iron Mountain's revenues, operating costs, profit margins and share price:

• movements in the Australian dollar and world commodity prices, ⋗
• economic conditions in Australia and overseas, and $\blacktriangleright$
• movements in domestic and international interest rates and share markets. $\triangleright$

Whilst Iron Mountain will attempt to mitigate these factors by implementing appropriate safeguards and commercial actions, these factors are largely beyond the control of Iron Mountain.

MARKET CONDITIONS 16.4

The profitability of Iron Mountain will depend, in part, on market factors. World market prices for metals and minerals are subject to many variables and may fluctuate significantly.

OPERATING RISKS 16.5

Iron Mountain's future operating performance, financial position and profitability will be subiect to the types of risks inherent to direct investment in mining and exploration activities, including:

• $\blacktriangleright$ metallurgical issues that may affect mineral recoveries and plant performance;
• $\blacktriangleright$ unexpected adverse geological or geotechnical issues which can cause stoppages or affect the ability to meet contractual commitments for delivery of products;
• $\triangleright$ exploration results:
• increases in the cost of supplies, raw materials and capital and operating equipment can $\blacktriangleright$ adversely impact operating and capital costs; and
• $\blacktriangleright$ environmental and safety issues.

Other commercial risks include Terrain Minerals' existing borrowing commitments. The interest rate risk attached to these borrowings mayor may not be hedged to the full extent. To the extent borrowings are not at fixed interest rates or are not fully hedged, those borrowings will be exposed to movements in interest rates.

16.6 GROWTH

Iron Mountain will continue to seek to grow both organically and through new investment opportunities.

LEGISLATION 16.7

Changes to legislation or government policy in Australia or overseas could be detrimental to participants or investors in the resources industry and may have a negative impact on Iron Mountain.

16.8 INTEGRATION RISK

Possible synergies and efficiencies are described in section 5 of this Bidder's Statement. Iron Mountain expects that value can be added for shareholders of the merged entity by the efficient and timely integration of the businesses. If Iron Mountain is unable to acquire 90% of Terrain Minerals' Shares, or to acquire a controlling shareholding in Terrain Minerals, under the Offer and elects to waive the minimum acceptance condition, it may not achieve all the benefits described in section 5 of this Bidder's Statement.

Conduct and timing of the integration will depend on the results of the review of Terrain Minerals referred to in section 5 of this Bidder's Statement. However, the risk exists that any integration may take longer than expected or that any efficiencies may be less than estimated.

PART G - ADDITIONAL INFORMATION

17. INFORMATION ON SECURITIES IN IRON MOUNTAIN

17.1 IRON MOUNTAIN CAPITAL STRUCTURE

As at the date of this Bidder's Statement, the total number of securities in Iron Mountain is 67,748,753 ordinary shares and 40,186,250 options exercisable at 20 cents on or before 1 February 2012.

$17.2$ SUBSTANTIAL SHAREHOLDERS

As at the date of this Bidder's Statement, the following persons had notified Iron Mountain of a current substantial holding in Iron Mountain:

Name	No of Iron Mountain Shares (Direct)	No of Iron Mountain Shares (Indirect)	No of Iron Mountain Options (Direct)	No of Iron Mountain Options (Indirect)	Voting power
David Zohar	4.756.001	5.640.502	Nil	11,750,000	$15.34\%$
Julie Zohar	4,000,001		Nil		5.90 $%$
Paul Winston Askins	4,000,000		Nil		5.90 $%$
Callum Baxter	4,000,000		Nil		5.90 $%$

DIRECTOR'S INTEREST IN IRON MOUNTAIN 17.3

As at the day before the date of this Bidder's Statement, the Directors of Iron Mountain have the following direct or indirect interest in Iron Mountain Shares:

Director	No of Iron Mountain Shares (Direct)	No of Iron Mountain Shares (Indirect)	No of Iron Mountain Options (Direct)	No of Iron Mountain Options (Indirect)
Simon England	Nil	300,000	Nil	1,000,000
David Zohar	4,756,001	5,640,502	Nil.	11,750,000
Robert Sebek	Nil	Nil	Nil	Nil
Zhukov Pervan	265,000	100,000	1,075,000	825,000

RIGHTS AND LIABILITIES ATTACHING TO IRON MOUNTAIN SHARES 17.4

A summary of the principal rights and liabilities attaching to Iron Mountain Shares which will be issued as consideration under the Offer is set out in Appendix 3 to this Bidder's Statement. It does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities attaching to Iron Mountain Shares. Such rights and liabilities involve complex questions of law arising from the interaction of the constitution and statutory and common law requirements. Shareholders should seek their own advice when trying to establish their rights and liabilities in specific circumstances.

17.5 RECENT TRADING IN IRON MOUNTAIN SHARES

As at the close of trading on 23 April 2009 (being the trading day immediately prior to the date of this Bidder's Statement), the price of Iron Mountain Shares on ASX was 7.1 cents.

The highest recorded sale price of Iron Mountain Shares on ASX in the 12 months before the date of this Bidder's Statement was 38 cents on 28 May 2009. The lowest recorded sale price of Iron Mountain Shares on ASX in the 12 months before the date of this Bidder's Statement was 4 cents on 21 November 2008.

17.6 IRON MOUNTAIN EMPLOYEE SHARE AND OPTION PLANS

Iron Mountain does not currently operate any executive or employee share or option plans.

INFORMATION ON SECURITIES IN TERRAIN MINERALS 18.

CAPITAL STRUCTURE OF TERRAIN MINERALS 18.1

According to documents lodged by Terrain Minerals with ASX as at the date this Bidder's Statement is lodged with ASIC, the total number of securities in Terrain Minerals is as follows:

• $(a)$ 88,214,007 ordinary shares;
• $(b)$ 51,624,132 listed options; and
• 3,490,000 unlisted options. $(c)$

IRON MOUNTAIN RELEVANT INTEREST IN TERRAIN MINERALS SECURITIES 18.2

The number of securities that Iron Mountain had a relevant interest in (as at the dates specified) is shown below:

	At date of this Bidder's Statement	At date first Offer is sent
Terrain Minerals Shares
Terrain Minerals Options		$^{\prime}$

IRON MOUNTAIN'S VOTING POWER IN TERRAIN MINERALS 18.3

Iron Mountain's voting power in Terrain Minerals (as at the dates specified) is shown below:

	At date of this Bidder's Statement	At date first Offer is sent
Voting power in Terrain Minerals	$0\%$	$0\%$

ACOUISITION BY IRON MOUNTAIN OF TERRAIN MINERALS SHARES DURING 18.4 PREVIOUS 4 MONTHS

During the period beginning 4 months before the date on which this Bidder's Statement is lodged with ASIC and ending the day before that date of lodgement, neither Iron Mountain nor any associate of Iron Mountain has provided, or agreed to provide, consideration for a Terrain Minerals Share.

INDUCING BENEFITS GIVEN BY IRON MOUNTAIN DURING PREVIOUS 18.5 4 MONTHS

Except as set out in this Bidder's Statement, during the period beginning 4 months before the date on which this Bidder's Statement is lodged with ASIC and ending the day before that date of lodgement, neither Iron Mountain nor any associate of Iron Mountain gave, or offered to give or agreed to give a benefit to another person that is not available under the Offers and was likely to induce the other person, or an associate of the other person, to:

• accept an Offer; or $(a)$
• $(b)$ dispose of Terrain Minerals Shares.

RECENT TRADING IN TERRAIN MINERALS SHARES 18.6

As at the close of trading on 23 April 2009 (being the trading day immediately prior to the date of this Bidder's Statement), the price of Terrain Minerals Shares on ASX was 5.4 cents.

The highest recorded sale price of Terrain Minerals Shares on ASX in the 12 months before the date of this Bidder's Statement was 9.8 cents on 15 May 2008. The lowest recorded sale price of Terrain Minerals Shares on ASX in the 12 months before the date of this Bidder's Statement was 2.2 cents on 10 December 2008.

FEES, BENEFITS AND INTERESTS 19.

For the purposes of this section an Interested Person is:

• a director or proposed director of Iron Mountain; $(a)$
• a person named in this Bidder's Statement as performing a function in a professional, $(b)$ advisory or other capacity in connection with preparing or distributing this Bidder's Statement;
• a promoter of Iron Mountain; or $(c)$
• a broker or underwriter to the issue of Iron Mountain Shares. $(d)$

Except as disclosed in this Bidder's Statement no Interested Person holds or held at any time during the 2 years before the date of this Bidder's Statement any interest in:

• forming or promoting Iron Mountain; $(a)$
• property acquired or proposed to be acquired by Iron Mountain in connection with: $(b)$
• forming or promoting Iron Mountain; or $(i)$
• the offer of Iron Mountain Shares; or $(ii)$
• the offer of Iron Mountain Shares. $(c)$

Except as disclosed in this Bidder's Statement no one has paid or agreed to pay fees or give or agreed to give any benefit to:

• a director or proposed director of Iron Mountain to induce that person to become or $(d)$ qualify as a director of Iron Mountain; or
• any Interested Person for services provided by that person in connection with: $(e)$
• forming or promoting Iron Mountain; or $(i)$
• the offer of Iron Mountain Shares under the Offer. $(ii)$

Lawton Gillon has acted as legal adviser to Iron Mountain in relation to the Offer. As at the date of this Bidder's Statement, Iron Mountain has paid or agreed to pay Lawton Gillon approximately \$35,000.00 for these services. Further amounts may be payable to Lawton Gillon in accordance with its time based charges.

OTHER MATERIAL INFORMATION 20.

STATUS OF CONDITIONS 20.1

The conditions of the Offer are set out in section 10.1. Further details on some of these conditions are set out below.

Minimum acceptance condition $(a)$

The Offer is subject to a condition that Iron Mountain has a relevant interest in more than 50% (by number) of the sum of the number of Terrain Minerals Shares on issue at that time and the number of Terrain Minerals Shares required to be issued on the exercise of rights attached to all Terrain Minerals Options in existence at that time (see section $10.1$ (a)).

Iron Mountain will not waive the minimum acceptance condition unless it considers that it is in Iron Mountain's best interest to do so at the relevant time. Should it waive the condition, Iron Mountain may seek to implement its intentions for Terrain Minerals set out in this Bidder's Statement if it is lawfully able to do so (including by seeking to implement changes to the board of Terrain Minerals).

Other regulatory action or approvals $(b)$

The Offer is subject to all necessary regulatory Approvals being obtained (see section 10.1(b) and certain actions not being taken by any Public Authority (see section $10.1(c)$ ).

Iron Mountain is not aware of any regulatory approvals which will need to be obtained. Iron Mountain therefore expects these conditions to be satisfied.

$(c)$ Change in control

The Offer is subject to there being no existing agreements or arrangements under which other parties have rights to terminate or vary a material agreement or arrangement with Terrain Minerals, or acquire a material asset of Terrain Minerals, as a result of Iron Mountain's acquisition of Terrain Minerals Shares, except where a waiver of those rights has been obtained (see section 10.1(d)).

The Offer is also subject to disclosure to the ASX by Terrain Minerals of details of any rights referred to above (see section 10.1(e)).

Terrain Minerals is best placed to advise its shareholders whether or not such agreements or arrangements exist and, if such agreements or arrangements do exist, whether the other parties to such agreements or arrangements are likely to waive or vary their rights.

No material adverse change, material transactions or other changes, or prescribed $(d)$ occurrences

The Offer is subject to there being no material acquisitions, disposals, commitments or certain other changes in the conduct of Terrain Minerals' business and affairs (see sections $10.1(f)$ and $10.1(k)$ ).

The Offer is subject to nothing occurring, or becoming public, which could reasonably be expected to have a material adverse effect on Terrain Minerals and its subsidiaries taken as a whole (see section $10.1(g)$ ) during the Condition Period.

The Offer is also subject to there being no "prescribed occurrences" during the Condition Period (see section $10.1(h)$ and $10.1(i)$ ).

Any such acquisitions, disposals, commitments or changes by Terrain Minerals or any of its subsidiaries would potentially frustrate the Offer and deny Terrain Minerals Shareholders the opportunity to participate in the benefits accruing to them under the Offer.

Terrain Minerals is in the best position to advise its shareholders whether or not each of these conditions will be satisfied.

No dividends or distributions $(e)$

This Offer is subject to Terrain Minerals or any subsidiary not declaring, distributing or resolving to pay or provide any dividend, bonus or other share of its profits or assets (see section $10.1(i)$ ).

Iron Mountain expects, given Terrain Minerals' current dividend policy, that this condition will be satisfied. However, Terrain Minerals is in the best position to advise its shareholders whether or not this condition will be satisfied.

S&P/ASX 200 Index $\bf{f}$

The Offer is subject to the S&P/ASX not falling below 3000 on any trading day during the Condition Period (see section 10.1(l)).

No material failing in filings $(g)$

The Offer is subject to Iron Mountain not becoming aware that a document filed by Terrain Minerals with ASX or ASIC contains a materially incorrect or misleading statement or has a material omission (see section 10.1(n)).

Terrain Minerals is best placed to advise its shareholders whether or not such a document exists.

APPROVALS FOR PAYMENT OF CONSIDERATION 20.2

Iron Mountain is not aware of any Terrain Minerals Shareholder who requires any approval referred to in section 11.8 in order to be entitled to receive any consideration under the Offer.

NO OTHER MATERIAL INFORMATION 20.3

Except as set out in this Bidder's Statement, there is no information material to the making of a decision by an offeree whether or not to accept the Offer, being information that is known to Iron Mountain and has not previously been disclosed to the holders of Terrain Minerals Shares.

21. OTHER MATTERS

IRON MOUNTAIN IS A DISCLOSING ENTITY $21.1$

Due to the fact that Iron Mountain is offering Iron Mountain Shares as consideration for the acquisition of Terrain Minerals Shares and Terrain Minerals Options, the Corporations Act requires that this Bidder's Statement must include all information that would be required for a prospectus for an offer of Iron Mountain Shares under Sections 710 to 713 of the Corporations Act.

Iron Mountain is a "disclosing entity" (as defined in Section 111AC of the Corporations Act) for the purposes of Section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, Iron Mountain is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of Iron Mountain's securities. The Iron Mountain Shares that will be issued pursuant to this Bidder's Statement have been quoted on the official list of ASX during the 12 months prior to the date of this Bidder's Statement.

For this reason, Iron Mountain is only required to disclose information in this Bidder's Statement that would usually be required in a "transaction specific prospectus".

In general terms "transaction specific prospectuses" are only required to contain information in relation to the effect of the issue of securities on Iron Mountain and the rights and liabilities attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company unless such information has not previously been disclosed to ASX.

Iron Mountain, as a disclosing entity under the Corporations Act, states that:

• it is subject to regular reporting and disclosure obligations; $(a)$
• copies of documents lodged with the ASIC in relation to Iron Mountain (not being $(b)$ documents referred to in Section $1274(2)(a)$ of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
• it will provide a copy of each of the following documents, free of charge, to any person $(c)$ on request between the date of issue of this Bidder's Statement and the expiry of the Offer Period:
• the annual financial report most recently lodged by Iron Mountain with $(i)$ the ASIC;
• any half year financial report lodged with the ASIC by Iron Mountain after $(ii)$ the lodgement of the annual financial report referred to in (i) and before the lodgement of this Bidder's Statement with the ASIC; and
• any documents used to notify ASX of information relating to Iron Mountain $(iii)$ during that period in accordance with ASX Listing Rules as referred to in Section $674(1)$ of the Corporations Act.

Copies of all documents lodged with the ASIC in relation to Iron Mountain can be inspected at the registered office of Iron Mountain during normal office hours.

For details of documents lodged with ASX since the date of lodgement of Iron Mountain's latest annual financial report refer to Appendix 1.

CONSENTS $21.2$

This Bidder's Statement includes or is accompanied by statements which are made in or based on statements made in documents lodged with ASIC or on the company announcement platform of ASX. Under the terms of ASIC class order 01/1543, the parties making those statements are not required to consent to, and have not consented to, the inclusion of those statements in this Bidder's Statement. If you would like to receive a copy of any of these documents please contact Iron Mountain on (08) 9225 6475 and you will be sent copies free of charge.

$21.3$ EXPIRY DATE

No shares will be issued on the basis of the Offer contained in this Bidder's Statement after the date that is 13 months after the date of this Bidder's Statement.

PART H - DEFINITIONS AND INTERPRETATION

22. DEFINITIONS

The following definitions apply in interpreting this Iron Mountain's Statement and the Acceptance Form, except where the context makes it clear that a definition is not intended to apply:

Acceptance Form means the form with that title that accompanies this Bidder's Statement.

Acceptance Shares means those Terrain Minerals Shares for which you accept the Offer (or are taken to accept the Offer) in Part D of this Bidder's Statement.

Announcement Date means 10 March 2009.

Approval means a licence, authority, consent, approval, order, exemption, waiver, ruling or decision.

ASIC means the Australian Securities and Investments Commission.

ASTC means the ASX Settlement and Transfer Corporation Pty Limited.

ASTC Settlement Rules means the operating rules of ASTC, as amended from time to time.

ASX means ASX Limited or the securities market it operates, as the case requires.

Bidder's Statement means this document, being the statement made by Iron Mountain under Part 6.5 Division 2 of the Corporations Act relating to the Takeover Bid.

Broker means a person who is a share broker and participant in CHESS.

CHESS means the Clearing House Electronic Subregister System operated by ASTC, which provides for the electronic transfer, settlement and registration of securities.

CHESS Holding means a holding of shares on the CHESS Subregisters of Terrain Minerals and Iron Mountain.

CHESS Subregister has the meaning set out in the ASTC Settlement Rules.

Combined Entity means the Iron Mountain Group following the acquisition by Iron Mountain of control of Terrain Minerals, and including Terrain Minerals.

Condition Period means the period beginning on the Announcement Date and ending at the end of the Offer Period.

Controlling Participant has the meaning set out in the ASTC Settlement Rules.

Corporations Act means the Corporations Act 2001 (Cth).

Defeating Condition means each condition set out in section 10.

Directors means the directors of Iron Mountain.

Encumbrance means:

• a mortgage, charge, pledge, lien, hypothecation or title retention arrangement; $(a)$
• a notice under section 255 of the Income Tax Assessment Act 1936 (Cth), subdivision $(b)$ 260-A in schedule 1 to the Taxation Administration Act 1953 (Cth) or any similar legislation;
• any other interest in or right over property (including a right to set off or withhold $(c)$ payment of a deposit or other money);
• any other thing that prevents, restricts or delays the exercise of a right over property, $(d)$ the use of property or the registration of an interest in or dealing with property; and
• an agreement to create anything referred to above or to allow any of them to exist. $(e)$

Foreign law means a law of a jurisdiction other than an Australian jurisdiction.

GST has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Ineligible Foreign Shareholder means a person whose address as shown in the register of members of Terrain Minerals is in a jurisdiction other than Australia and its external territories and New Zealand, unless Iron Mountain determines otherwise, being satisfied by the law of that jurisdiction that it is lawful and not onerous to make the Offer to that. person and to issue them with Iron Mountain Shares and that it is lawful for that person to accept the Offer.

Iron Mountain means Iron Mountain Mining Limited ACN 112 914 459.

Iron Mountain Board means the board of Directors of Iron Mountain.

Iron Mountain Options means options to subscribe for Iron Mountain Shares.

Iron Mountain Shares means fully paid ordinary shares in Iron Mountain.

Material Agreement means an agreement or arrangement which is material in the context of the business of the Terrain Minerals Group, and includes but is not limited to:

• $(a)$ any agreement or arrangement the termination of which is likely to:
• adversely affect the revenues or costs of the Terrain Minerals Group by more $(i)$ than \$1.0 million per annum;
• $(ii)$ impair the assets of the Terrain Minerals Group by an amount exceeding $$1.0$ million : or
• $(iii)$ cause a liability of the Terrain Minerals Group of more than \$1.0 million to become due; and
• $(b)$ any hedging agreement or arrangement with a value exceeding \$1.0 million.

Offer means the offer as set out in Part D of this Bidder's Statement (or, if the context so requires, Part D of this Bidder's Statement itself) and includes a reference to that offer as varied in accordance with the Corporations Act.

Offer Period means the period referred to in section 7 of this Bidder's Statement.

Offers means Part D of this Bidder's Statement and the other offers made in the same terms for Terrain Minerals Shares and includes a reference to those offers as varied in accordance with the Corporations Act

Operating Rules means the ASX Listing Rules, ASX Market Rules, Australian Clearing House Pty Limited Clearing Rules and the ASTC Settlement Rules.

Public Authority means any government or any governmental, semi-governmental, administrative, statutory or judicial entity, authority or agency, whether in Australia or elsewhere (but excluding the Takeovers Panel, ASIC and any court that hears or determines proceedings under section 657G or proceedings commenced by a person specified in section 659B(1) of the Corporations Act in relation to the Offer). It also includes any self-regulatory organisation established under statute or any stock exchange.

Register Date means the date to be set by Iron Mountain under section 633(2) of the Corporations Act.

Rights means all accretions and rights attaching to Terrain Minerals Shares after the Announcement Date (including, without limitation, all rights to receive dividends and other distributions declared or paid and to receive or subscribe for shares, notes or options issued by Terrain Minerals).

S&P/ASX 200 index means the index of that name published by Standard & Poor's (or any successor of or replacement for that index).

Takeover Bid means the takeover bid constituted by the Offers.

Takeover Transferee Holdings means the CHESS Holding to which Terrain Minerals Shares are to be transferred after acceptance of the Offer.

Terrain Minerals means Terrain Minerals Ltd ACN 116 153 514.

Terrain Minerals Board means the board of directors of Terrain Minerals.

Terrain Minerals Options means options to subscribe for Terrain Minerals Shares.

Terrain Minerals Shareholder means a person registered as a holder of a Terrain Minerals Share.

Terrain Minerals Shares means fully paid ordinary shares in Terrain Minerals.

Unmarketable Parcel means a number of Iron Mountain Shares which is less than a marketable parcel under the market rules of ASX.

your Terrain Minerals Shares means, subject to section 12, the Terrain Minerals Shares:

• of which you are registered or entitled to be registered as the holder in the register of $(a)$ members of Terrain Minerals at the Register Date and any new Terrain Minerals Shares of which you are registered or entitled to be registered as the holder on the register of members of Terrain Minerals from the Register Date to the end of the Offer Period as a result of the conversion of, or exercise of rights attached to, Terrain Minerals Options which are on issue at the Register Date; and
• $(b)$ any Terrain Minerals Shares, to which you are able to give good title at the time you accept this Offer during the Offer Period.

23. INTERPRETATION

• Words and phrases which are defined by the Corporations Act have the same meaning $(a)$ in this Bidder's Statement and the Acceptance Form and, if a special meaning is given for the purposes of Chapter 6 or 6A or a provision of Chapter $\vec{6}$ or BA of the Corporations Act, have that special meaning.
• Headings are for convenience only, and do not affect interpretation. $(b)$
• $(c)$ The following rules also apply in interpreting this Bidder's Statement and the Acceptance Form, except where the context makes it clear that a rule is not intended to apply:
• a singular word includes the plural, and vice versa: $(i)$
• $(ii)$ a word which suggests one gender includes the other genders:
• if a word is defined, another part of speech has a corresponding meaning; $(iii)$
• unless otherwise stated references in this Bidder's Statement to Parts, sections, $(iv)$ paragraphs and subparagraphs are to Parts, sections, paragraphs and sub-paragraphs of this Bidder's Statement;
• a reference to any legislation (including subordinate legislation) is to that $(v)$ legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
• a reference to a person includes a body corporate: $(vi)$
• a reference to \$ is to the lawful currency of Australia unless otherwise $(vii)$ stated; and
• $(viii)$ appendices to this Bidder's Statement form pari of it.

DATED 24 April 2009

SIGNED on behalf of Iron Mountain Mining Limited by David Zohar, being a Director who is authorised to sign by a resolution unanimously passed at a meeting of the Directors of Iron Mountain Mining Limited.

Director

39

APPENDIX 1

IRON MOUNTAIN ASX ANNOUNCEMENTS SINCE 30 JUNE 2008

Date Lodged	Description
24 April 2009	TMX: Chairman's letter to shareholders
16 April 2009	Change of Director's interest notice
7 April 2009	Change of Director's interest notice
26 March 2009	Change of Director's interest notice
26 March 2009	Change of Director's interest notice
18 March 2009	Change of Director's interest notice
12 March 2009	Half yearly report and accounts
12 March 2009	Change of Director's interest notice
11 March 2009	Clarification of ASX release dated 10 March 2009
10 March 2009	TMX: letter to s/holders - unsolicited offer by Iron Mountain
10 March 2009	Intention to make takeover bid for TMX
9 March 2009	Kara North results
9 March 2009	RVR: Kiara North drilling results
24 February 2009	RVR: Miaree drilling results
17 February 2009	Amended quarterly activities report
30 January 2009	Quarterly cashflow report
30 January 2009	Quarterly activities report
6 January 2009	Initial director's interest notice
5 January 2009	Director appointment / resignation
18 December 2008	Initial Director's interest notice
18 December 2009	Final Director's interest notice
16 December 2008	Results of meeting
4 December 2008	Final Director's interest notice
26 November 2008	Results of meeting
24 November 2008	Removal of Keith Whitehouse as Managing Director
21 November 2008	Change of Director's interest notice
20 November 2008	Change of Director's interest notice
19 November 2008	Notice of general meeting / proxy form
4 November 2008	Appendix 3B
30 October 2008	Notice of general meeting / proxy form
30 October 2008	Quarterly cashflow report
30 October 2008	Quarterly activities report
28 October 2008	Notice of general meeting / proxy form
28 October 2008	Annual report to shareholders
23 October 2008	Commencement of drilling Miaree magnetite trend

Date Lodged	Description
23 October 2008	RVR: Commencement of drilling Miaree magnetite trend
7 October 2008	Resignation of joint company secretary
7 October 2008	Audio broadcast
1 October 2008	Portman Iron Ore Ltd makes first payment to exercise option
26 September 2008	Full year statutory accounts
26 September 2008	RVR: Blythe Project drilling programme initial results
26 September 2008	Blythe initial assay results update
16 September 2008	Portman Iron Ore confirms option over Mt Richardson projects
12 September 2008	RVR: market update Miaree and Blythe Projects
12 September 2008	Market update
19 August 2008	Change of Director's interest notice
19 August 2008	Audio broadcast - Keith Whitehouse on sale of Mt Richardson
14 August 2008	Interview with Keith Richardson - IRM and PMM Agreement
14 August 2008	Portman Mining to take option over Mt Richardson tenement
12 August 2008	Request for trading halt
12 August 2008	Trading halt
12 August 2008	PMM announcement re tenement acquisitions
7 August 2008	Audio broadcast with Keith Whitehouse MD
30 July 2008	Quarterly cashflow report
29 July 2008	Quarterly activities report
15 July 2008	Change of Director's interest notice
8 July 2008	Correction to Appendix 3Y
8 July 2008	Change of Director's interest notice
4 July 2008	Appendix 3B

APPENDIX 2

TERRAIN MINERALS ASX ANNOUNCEMENTS SINCE 1 JANUARY 2009

Date Lodged	Description
22 April 2009	Chairman's letter to shareholders
22 April 2009	Notice of General Meeting / proxy form
24 March 2009	Initial director's interest notice
24 March 2009	Appointment of new chairman
17 March 2009	Agreement to acquire Dodgers Well Project
13 March 2009	Half year accounts
11 March 2009	IRM: clarification of ASX release dated 10 March 2009
10 March 2009	Letter to shareholders - unsolicited offer by Iron Mountain
10 March 2009	IRM: intention to make takeover bid
4 March 2009	Director resignations
2 March 2009	Initial director's interest notice
2 March 2009	New director appointment
2 March 2009	Change of director's interest notice
17 February 2009	Change in substantial holding from SBM
16 February 2009	Becoming a substantial holder
13 February 2009	Appendix 3B
11 February 2009	Coogee sale terminated
10 February 2009	Results of rights issue
6 February 2009	Change of underwriter
30 January 2009	Change of director's interest notice
29 January 2009	Quarterly cashflow report
29 January 2009	Quarterly activities report
20 January 2009	Despatch of entitlement forms and offer documents
19 January 2009	Section 708AA notice
6 January 2009	Letter to shareholders
6 January 2009	Letter to option holders
6 January 2009	Offer document
6 January 2009	Appendix 3B
6 January 2009	Entitlement issue

APPENDIX 3

RIGHTS ATTACHING TO IRON MOUNTAIN SHARES

RANKING OF IRON MOUNTAIN SHARES $\mathbf{1}$ .

The Iron Mountain Shares to be issued under the Offers will be issued fully paid and will rank equally for dividends and other rights with existing Iron Mountain Shares.

THE CONSTITUTION OF IRON MOUNTAIN $2.$

Under section $140(1)$ of the Corporations Act, the constitution of Iron Mountain has effect as a contract between Iron Mountain and each member and between a member of Iron Mountain and each other member. Accordingly, if you accept Iron Mountain as consideration you will, as a result, become liable to comply with the constitution of Iron Mountain. However, since the Iron Mountain Shares issued as consideration under the Offers will be issued credited as fully paid, no monetary liability attaches to them.

The constitution of Iron Mountain also sets out the principal rights attaching to Iron Mountain Shares. This Appendix provides a summary of these rights and the liabilities attaching to Iron Mountain Shares. It does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of shareholders of Iron Mountain. Such rights and liabilities involve complex questions of law arising from the interaction of the constitution and statutory and common law requirements. Shareholders should seek their own advice when trying to establish their rights and liabilities in specific circumstances.

RIGHTS ATTACHING TO IRON MOUNTAIN SHARES $\overline{3}$ .

General meeting and notices $(a)$

Each member is entitled to receive a notice of, and to attend and vote at, general meeting of Iron Mountain and to receive all notices, accounts and other documents required to be sent to members under Iron Mountain's constitution, the Corporations Act or the ASX Listing Rules.

$(b)$ Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of Iron Mountain every holder of fully paid ordinary shares present in person or by an attorney, representative or proxy has one vote on a show of hands (unless a member has appointed two proxies or has appointed a proxy who is also a member, in which case the proxy or proxies has or have no vote on a show of hands) and one vote per share on a poll.

A person who holds a share which is not fully paid is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the share.

Where there are two or more joint holders of a share and more than one of them is present at a general meeting, in person or by proxy, attorney or representative, and tender a vote in respect of the share, Iron Mountain will count only the vote cast by, or on behalf of, the member whose name appears first in Iron Mountain's register of members.

Offers of further shares $(c)$

The Board may, on behalf of Iron Mountain, offer, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the time that the Board decides. However, the Board must act in accordance with the restrictions imposed by Iron Mountain's constitution, the ASX Listing Rules, the Corporations Act and any rights for the time being attached to the shares in any special class of those shares.

Transfer of shares $(d)$

Subject to Iron Mountain's constitution, the Corporations Act and the ASX Listing Rules, ordinary shares are freely transferable.

The Shares may be transferred by any computerised or electronic system of transferring or dealing with shares established or recognised by the Corporations Act, the ASX Listing Rules or the Operating Rules and as otherwise permitted by the Corporations Act or by a document, the usual form of which is permitted by law.

The Board may refuse to register a transfer of shares only if that refusal would not contravene the ASX Listing Rules or the Operating Rules. If the Board refuses to register a transfer, Iron Mountain must give the lodging party written notice of the refusal and the reasons for it within 5 business days after the transfer is delivered to Iron Mountain. The Board must not register a transfer of shares if the Corporations Act, the ASX Listing Rules or the Operating Rules forbid registration.

Partly paid Shares $(e)$

The Board may, subject to compliance with Iron Mountain's constitution, the Corporations Act and the ASX Listing Rules, issue partly paid shares upon which there are outstanding amounts payable. See paragraph (b) above for voting rights for partly paid shares and paragraph (f) below for dividend rights.

$(f)$ Dividends

Subject to Iron Mountain's constitution and the Corporations Act, the Board may resolve to pay any dividend it thinks appropriate and fix the time for payment. Subject to the terms of issue of shares, Iron Mountain may pay a dividend on one class of shares to the exclusion of another class.

Each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share (excluding any amount paid in advance of calls) bears to the total issue price of the share.

Winding up $(g)$

Subject to the terms of issue of shares, if Iron Mountain is wound up, members will be entitled to participate in any surplus assets of Iron Mountain in proportion to the percentage of the capital paid up on their shares.

Dividend reinvestment and share plans $(h)$

The Board may adopt and implement dividend reinvestment plans (under which any member may elect that dividends payable by Iron Mountain be reinvested by way of subscription for fully paid shares in Iron Mountain) and any other share plans (under which any member may elect to forego any dividends that may be payable on all or some of the shares held by that member and to receive instead some other entitlement, including the issue of full paid shares).

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