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BIDDER'S STATEMENT

蠹.

$\mathcal{R}_{\text{NLO}}$

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

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

to acquire all of your ordinary shares in

RED RIVER RESOURCES LIMITED ACN 100 796 754

offer of 1.5 cents for every one (1) of your Red River ordinary shares plus one (1) Iron Mountain ordinary share for every six (6) of your Red River ordinary shares

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

Date: 19 June 2013

$\ddot{\phantom{a}}$

$\hat{\mathbf{C}}$

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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 RED RIVER
PART B-PROFILE OF THE COMBINED ENTITY
PART C - INTENTIONS
PART D - THE OFFER TERMS
PART E - AUSTRALIAN TAX CONSIDERATIONS FOR RED RIVER SHAREHOLDERS 32
PART F - RISK FACTORS
PART G - ADDITIONAL INFORMATION
PART H - DEFINITIONS AND INTERPRETATION

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IMPORTANT INFORMATION

Bidder's Statement

Important dates
Bidder's Statement lodged with ASIC	19 June 2013
Offer opens	12 July 2013
Offer closes (unless extended)	7 pm Melbourne Time 13 August 2013

$\mathbf{1}$

This Bidder's Statement is dated 19 June 2013.

This Bidder's Statement is given by Iron Mountain Mining Limited (ACN 112 914 459) to Red River Resources Limited (ACN 100 796 754) under Part 6.5 of the Corporations Act. This Bidder's Statement includes an Offer dated 12 July 2013 to acquire your Red River 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) on 19 June 2013. 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 21.

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 15 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 includes 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 Red River 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 Red River has been obtained by Iron Mountain or its agents from Red River 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 8 9225 6475 (outside Australia).

DIRECTOR'S LETTER

Dear Red River Shareholder

Offer for your Red River Shares

On behalf of Iron Mountain Mining, I am pleased to offer you an opportunity to take part in the takeover of Red River by Iron Mountain Mining which will result in the creation of a mining company with an interest in a diverse range of mineral exploration projects.

$\overline{\mathbf{z}}$

Iron Mountain Mining is an ASX listed resource exploration company with a market capitalisation of approximately \$2.9 million. Iron Mountain Mining is a company dedicated to investment in growth projects in the minerals sector in Australia. Following the takeover, the Directors of Iron Mountain Mining believe that there is potential for re-rating of the Combined Entity as a result of increased size and liquidity.

Iron Mountain Mining's Offer of 1.5 cents for every 1 of your Red River ordinary shares plus 1 Iron Mountain Mining Shares for every 6 Red River ordinary Shares provides an opportunity to Red River shareholders to acquire tradeable shares in Iron Mountain Mining and retain through Iron Mountain Mining an interest in the exploration projects of Red River.

By accepting the Offer, you will retain exposure to Red River's current interest in its iron ore (magnetite) and gold projects in Western Australia and its royalty and milestone payments interest in the Blythe iron ore (magnetite) project in Tasmania.

As a shareholder of Iron Mountain, you will also gain exposure to Iron Mountain's other projects and royalty interests, including the Golden Camel gold JORC resource in Victoria, Iron Mountain's heavy mineral sands project in Victoria the Mt Richardson iron ore project and the Wandoo bauxite project.

Iron Mountain Mining will continue to target opportunities for capital growth through the acquisition of high quality, value assets with low costs or high margins and potential for long life.

The management of the combined Iron Mountain Mining and Red River will continue under the stewardship of the Iron Mountain Mining management.

The merged group is likely to have improved access to funding required to continue exploration.

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

If you have any questions on how to accept the Offer please contact Iron Mountain Mining 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 on 13 August 2013.

I look forward to receiving your acceptance and to welcoming you as a shareholder in Iron Mountain Mining.

Yours faithfully Philosophoran

Zhukov Pervan Director

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

If you wish to accept this Offer, you must accept the Offer by 7.00 pm (Melbourne time) on 13 August 2013.

WHY YOU SHOULD ACCEPT

$\blacktriangleright$ A share of an exploration company with greater critical mass
$\blacktriangleright$ Obtain tradeable shares
Retain exposure to iron ore (magnetite) projects $\triangleright$
Gain exposure to Iron Mountain's gold and heavy mineral sands projects and $\blacktriangleright$ potential royalties
Retention of an experienced management team with a strong track record $\blacktriangleright$
$\blacktriangleright$ Merger synergies
You should incur no brokerage $\blacktriangleright$

If you wish to accept this Offer, you must return the signed Acceptance Form by 7.00 pm (Melbourne time) on 13 August 2013.

WHY YOU SHOULD ACCEPT IRON MOUNTAIN'S OFFER

A SHARE OF A MINING COMPANY WITH CRITICAL MASS $\mathbf{1}$ .

The merger of Iron Mountain and Red River will create an exploration company with greater critical mass holding a 100 % interest in the Miaree Project and 100 % entitlement to any royalties from the Blythe Project in Tasmania.

The proposed merger entity of Iron Mountain and Red River will target growth through continued exploration.

RETAIN EXPOSURE TO RED RIVER'S BASE METALS, GOLD AND IRON ORE $\overline{2}$ . PROJECTS

Existing Red River Shareholders will retain exposure to the base metals, gold and iron ore projects held by Red River, including the Miaree Project and Blythe Iron Ore Project in Tasmania held under existing joint ventures with Iron Mountain, following the merger with Iron Mountain.

If Iron Mountain is successful in acquiring 100% of Red River, existing Red River Shareholders who accept the Offer will collectively retain an 8 % economic interest in Red River's assets.

If Iron Mountain acquires a controlling interest in Red River (but less than 100%), existing Red River Shareholders who accept the Offer will still retain exposure to Red River's current projects.

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

The merger of Iron Mountain and Red River will create a larger company, thereby increasing the attractiveness of the Combined Entity to investors, and the potential for re-rating.

Based on the Offer terms and the closing trading price of Iron Mountain (\$0.023) as at 18 June 2013 (being the last practicable date prior to the date of this Bidder's Statement to allow for printing of this Bidder's Statement) and assuming that Iron Mountain acquires 100% of Red River, the Combined Entity will have a market capitalisation of \$3.2 million. On the same basis, if Iron Mountain acquires 50.1 % of Red River, Iron Mountain will have a market capitalisation of \$3.0 million.

EXPOSURE TO POTENTIAL GROWTH $\overline{4}$ .

Red River Shareholders will have the opportunity to benefit from Iron Mountain's existing iron ore and gold exploration activities.

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

Management of the Combined Entity will be undertaken by the existing directors of Iron Mountain, an experienced exploration and management team.

MERGER SYNERGIES 6.

The merger of Iron Mountain and Red River will create the opportunity for cost savings.

Iron Mountain will investigate alternative potential ways of creating value for shareholders from Red River's existing exploration projects and the elimination of costs.

7. YOU SHOULD INCUR NO BROKERAGE

By accepting this Offer, you should not incur any brokerage fees.

HOW TO ACCEPT THE OFFER

You can only accept this Offer during the Offer Period for all your Red River Shares.

For Issuer Sponsored Holdings of Red River Shares

Complete the enclosed Acceptance Form by following the instructions provided on it, and return the signed form and any required supporting documents in the enclosed self addressed envelope.

Signed Acceptance Forms must be received on or before 7.00 pm Melbourne time on 13 August 2013, unless extended by Iron Mountain. Acceptance Forms must be received before the end of the Offer Period.

CHESS Holdings of Red River Shares

If you hold your Shares in a CHESS Holding, to accept the Offer you must either:

complete and sign the Acceptance Form in accordance with the instructions on it and lodge it by $(i)$ returning it to the address specified on the form so that your acceptance, and any other required supporting documentation, is received in sufficient time to instruct your Controlling Participant (for example, your broker) to initiate acceptance of the Offer on your behalf before 7.00 pm Melbourne Time at the end of the Offer Period; or
instruct your Controlling Participant directly, allowing sufficient time for the Offer to be $(ii)$ accepted before the end of the Offer Period with instructions to initiate acceptance of the Offer on your behalf before the end of the Offer Period.

Complete and sign the enclosed Acceptance Form in accordance with the instructions provided in the Acceptance Form and return it in the reply paid or self addressed envelope so it is received at the address below before the end of the Offer Period.

Mailing address:	Iron Mountain Mining Limited
	c/- Computershare Investor Services Pty Limited
	GPO Box 52
	MELBOURNE VIC 3001

For questions regarding your Red River 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 8 9225 6475

Iron Mountain is the company making the Offer to acquire all of your Red River Shares. Iron Mountain is offering 1.5 cents for every 1 of your Red River Shares plus 1 Iron Mountain Share for every 6 Red River Shares on the terms and conditions set out in Part D.

The Offer is scheduled to close at 7.00 pm (Melbourne time) on 13 August 2013.

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

that at the end of the Offer Period Iron Mountain has a relevant interest in more than 50% of Red River's 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 Red Rivers 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 Red River Shares including any additional Red River 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).

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).

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

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

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

If you have any questions in relation to the Offer, please call Iron Mountain on (08) 9225 6475 or +61 8 9225 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 Red River Shares.

1.5 cents for every one Red River share plus one fully paid Iron Mountain share for every six Red River chares

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

PART A - PROFILES OF IRON MOUNTAIN AND RED RIVER

$\mathbf{1}$ PROFILE OF IRON MOUNTAIN

$1.1$ OVERVIEW OF IRON MOUNTAIN

Background $(a)$

Iron Mountain is an ASX listed resource investment company (ASX code: IRM). Iron Mountain's focus is to explore for iron ore (magnetite) and gold in Western Australia and gold and heavy mineral sands in Victoria.

As at 5 June 2013 (being the trading day prior to the announcement of the Offer), Iron Mountain's market capitalisation was approximately \$2.9 million.

$(b)$ Iron Mountain's corporate structure

Iron Mountain is listed on the ASX and currently has 128,247,799 shares on issue and has granted 32,000,000 options exercisable at 20 cents on or before 1 May 2016 and 5,250,000 options exercisable at 10 cents on or before 28 November 2017.

BOARD OF DIRECTORS AND COMPANY SECRETARY $1.2$

Simon England	Chairman
David Zohar	Director
Zhukov Pervan	Director
Robert Sebek	Director
Shoshanna 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".

The Iron Mountain Board has also established a guide for senior management or their associates dealing in the Company's securities.

DIVIDEND POLICY $1.4$

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 2012 was lodged with ASX on 22 October 2012.

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 2012 to 18 June 2013 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 on (08) 9225 6475 during the Offer Period:

$\triangleright$ the annual report referred to above:
Iron Mountain's half yearly financial report lodged with ASX on 15 March 2013; $\blacktriangleright$
$\tilde{q}$ Iron Mountain's quarterly reports;
$\checkmark$ 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 RED RIVER

态

$2.1$ SOURCES OF INFORMATION

The following brief description of Red River and the financial information concerning Red River contained in this section 2 has been prepared using publicly available information. This information concerning Red River 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 Red River should not be considered comprehensive. Further information in relation to Red River's business may be included in the Target's Statement which Red River must provide to its shareholders.

$2.2$ CORPORATE OVERVIEW

Red River is an ASX listed mineral exploration company which listed on 15 July 2005.

Red River's principal assets are its interest in the Miaree Project in Western Australia and Blythe Project in Tasmania which are held under existing joint venture agreements with Iron Mountain.

$2.3$ OPERATIONS OVERVIEW

Red River's principal activity is mineral exploration.

$2.4$ RED RIVER ASX ANNOUNCEMENTS

Red River is 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 Red River, you should refer to the full range of information that has been disclosed by Red River pursuant to these requirements.

In addition, the Corporations Act requires the directors of Red River to provide a Target's Statement to holders of Red River 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

OVERVIEW OF THE COMBINED ENTITY $3₁$

RATIONALE FOR THE OFFER $3.1$

Iron Mountain's rationale for the acquisition of Red River is to combine the ownership of Red River and Iron Mountain's interests in the Miaree iron ore (magnetite) project and entitlements to any royalties from the Blythe iron ore (magnetite) project as well as 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 various projects of Red River to be explored and evaluated in a more timely and detailed manner taking into account the current working capital restraints of Red River.

FORECASTS FOR THE COMBINED ENTITY $3.2$

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 Red River in making a decision whether to accept the Iron Mountain Offer.

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

EFFECT OF ACQUISITION ON IRON MOUNTAIN 3.3

General effect of acquisition $(a)$

The general effect of the acquisition on Iron Mountain will be to extend Iron Mountain's exploration strategy, by increasing its interest in the Miaree Project and Blythe Iron Ore Project in Tasmania. Both of these projects are currently held by existing joint ventures between Iron Mountain and Red River. Iron Mountain will also Manjimup exposure Red River's Mingural, Burchett, and $\mathbf{to}$ gain Tambellup/Gnowangerup Projects.

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

The consideration for the acquisition of the Red River 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 Red River or 50 1% will be as follows.

Capital structure	Acquisition of $100\%$ of Red River	Acquisition of 50.1 $%$ of Red River
of existing Iron Mountain Number Shares	128,247,799	128,247,799
Impact of Acquisition
Number of new Iron Mountain Shares to be issued to Red River Shareholders (1)(2)	11,255,001	5,489,056
Mountain of Iron number Total Shares on issue following completion of the Offer	139,502,800	133,736,855

Iron Mountain currently has granted 32,000,000 unlisted options exercisable at 20 cents on or before 1 May 2016 and 5,250,000 unlisted options exercisable at 10 cents on or before 28 November 2017.

Notes

$\tilde{\mathcal{E}}_4$

This is an estimate only. The actual number of Iron Mountain Shares issued $(1)$ will vary depending on the number of Red River 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 holds 1,800,000 Red River Shares. David Zohar, a director of $(2)$ Iron Mountain, and his associates hold 4,226,382 Red River Shares directly and 7,108,506 Red River Shares indirectly. Zhukov Pervan, a director of Iron Mountain holds 188,560 Red River Shares indirectly.

PROFILE OF THE COMBINED ENTITY $3.4$

Management $(a)$

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

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

If Iron Mountain is successful in acquiring 100% of Red River, the Combined Entity would have:

cash assets, as at 31 December 2012, of approximately. \$5.93 million and no $(i)$ 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 $\ddot{4}$ .

COMBINED ENTITY PRO-FORMAS $4.1$

Basis of preparation $(a)$

The pro forma consolidated balance sheet has been prepared by consolidating Iron Mountain's reviewed balance sheet for the six months to 31 December 2012 and Red River's reviewed balance sheet for the six months ended 31 December 2012. A number of consolidation adjustments have been made to reflect the acquisition as set out in the notes below.

$12$

This section 4.1 should be read in conjunction with the underlying financial information from which it is derived, the risk factors set out in Part F, the accounting policies of Iron Mountain (as set out in its annual report for the year ended 30 June 2012) and other information contained in the Bidder's Statement.

The financial information has been prepared for illustrative purposes only and has been prepared on an abbreviated basis. It does not contain all the disclosures usually provided in an annual report prepared in accordance with the Corporations Act.

A pro-forma adjustment has been made, at column 2 of the pro forma consolidated balance sheet to reflect the sale of Iron Mountain's controlling interest in United Orogen Limited (ACN 115 593 005) which occurred on 18 February 2013. This adjustment is not affected by the outcome of the proposed acquisition of Red River.

The Combined Entity pro-forma balance sheet as at 31 December 2012 assumes that the acquisition of Red River 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 Red River on completion of the acquisition and having regard to the fair value of the Iron Mountain shares being issued to the shareholders of Red River.

Consolidated Entity Pro-formas $(b)$

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 Red River. In addition, the table sets out the consolidated balance sheet of the post completion Combined Entity based on Iron Mountain acquiring 50.1 % of Red River. The pro-forma balance sheet has been prepared as at 31 December 2012 on the basis that there have been no significant changes, except for the sale of Iron Mountain's controlling interest in United Orogen Limited referred to in 4.1(a) above, in the nature or scale of operating activities from 1 January 2013 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'.

	IRM Balance Sheet 31 Dec 2012 Reviewed \$	Adjusted for sale of controlling interest in United Orogen Limited \$.	IRM Balance Sheet 31 Dec 2012 Reviewed and adjusted \$	RVR Balance Sheet 31 Dec 2012 Reviewed \$	Adjusted for offer consideration and consolidation entries 100% \$	Merged entity 100% (unaudited) \$	Adjusted for offer consideration and consolidation entries 5.10% \$	Merged entity 50.1% (unaudited) \$
Current assets
Cash and Cash equivalents	6,274,092	(3, 941)	6,270,151	780,469	(1, 112, 950)	5,937,670	(594, 015)	6,456,605
Trade and other receivables	77,942	(1, 723)	76,219	11,975	(29,058)	59,136	(29,058)	59,136
Total current assets	6,352,034	(5,664)	6,346,370	792,444	(1, 142, 008)	5,996,806	(623, 073)	6,515,741
Non-Current assets
Receivables	46,700		46,700	3,500		50,200		50,200
Property Plant and Equipment	1,500,233	(3, 206)	1,497,027	28,817		1,525,844		1,525,844
Exploration and Evaluation Expenditure	30,000		30,000		545,963	575,963	256,611	286,611
Investments accounted for using the equity method		339,291	339,291			339,291		339,291
Available for sale financial assets	101,975	(25,000)	76,975	5,000		81,975		81,975
Total Non-Current assets	1,678,908	311,085	1,989,993	37,317	545,963	2,573,273	256,611	2,283,921
Total Assets	8,030,942	305,421	8,336,363	829,761	(596, 045)	8,570,079	(366, 462)	8,799,662
Current Liabilities
Trade and other payables	227,468	(57, 183)	170,285	90,055	(29,058)	231,281	(29,058)	231,281
Provisions	47,542		47,542	13,854		61,396		61,396
Total Current Liabilities	275,010	(57, 183)	217,827	103,909	(29,058)	292,677	(29,058)	292,677
Total Liabilities	275,010	(57, 183)	217,827	103,909	(29,058)	292,677	(29,058)	292,677
NET ASSETS	7,755,932	362,604	8,118,536	725,852	(566, 987)	8,277,401	(337, 404)	8,506,985
Eauity
Contributed Equity	14,077,653		14,077,653	8,022,549	(7,763,684)	14,336,518	(7,896,301)	14,203,901
Reserves	1,223,726		1,223,726	50,502	(50, 502)	1,223,726	(50, 502)	1,223,726
Accumulated Losses	(7,717,158)	534,315	(7, 182, 843)	(7, 347, 199)	7,247,199	(7, 282, 843)	7,247,199	(7, 282, 843)
Non Controlling Interest	171,711	(171, 711)					362,200	362,200
Total Equity	7,755,932	362,604	8,118,536	725,852	(566, 987)	8,277,401	(337, 404)	8,506,985

Increase in shareholder equity $\left( c \right)$

Shareholders' equity will increase through the issue of Iron Mountain Shares for Red River Shares. Based on the share capital of Red River of 69,330,005 shares (excluding Red River Options) and Iron Mountain currently holding 1,800,000 Red River shares, Iron Mountain will issue 11,255,001 new Iron Mountain shares. Based on the Iron Mountain closing share price of \$0.023 as at 18 June 2013 (being the last practicable date prior to the date of this Bidder's Statement to enable printing of this Bidder's Statement to occur), the shareholders' equity will increase by \$258,865.

The shareholder equity impact is summarised as follows:

	. .
Security	Red River	Iron Mountain	Value of Iron Mountain
$\%$	Securities Sold	Shares Issued	Shares Issued

Red River Shares	67,530,005	11,255,001	\$258,865

100% Scenario (excluding all unexercised Red River Options)

NOTE: Based on the closing share price of \$ 0.023 as at 18 June 2013 (being the last practicable date prior to the date of this Bidder's Statement to enable printing of this Bidder's Statement to occur) and assuming Iron Mountain acquires Red River Shares to achieve 100% relevant interest in Red River.

50.1% Scenario (excluding all unexercised Red River Options)

Security	Red River	Iron Mountain	Value of Iron Mountain
%	Securities Sold	Shares Issued	Shares Issued
Red River Shares	32.934.333	5.489.056	\$126,248

NOTE: Based on the Iron Mountain closing share price of \$0.023 as at 18 June 2013 (being the last practicable date prior to the date of this Bidder's Statement to enable printing of this Bidder's Statement to occur) and assuming Iron Mountain acquires Red River Shares to achieve 50.1% relevant interest in Rea River.

$(d)$ Fair value of the acquisition consideration

The fair value of the acquisition consideration has been based on the assumption that all Red River Shareholders will accept the Offer and that none of the Red River options currently on issue will be exercised. At the acquisition date, Red River 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 Red River Shares will be recorded in Iron Mountain's separate financial statements as an investment in Red River. 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 business combination. A preliminary estimate of \$100,000 has been made to cover such costs in the event that Iron Mountain achieves less than 90 % acceptances.

As required under AASB 3 Business Combinations 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 Red River shareholders are required they will be made from Iron Mountain's existing cash resources.

$(1)$ Funding

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$(i)$ The maximum amount of cash Iron Mountain would be required to pay under the Offer if acceptances are received in respect of all of Red River's Shares on issue (other than those Red River Shares in which Iron Mountain already has a relevant interest as at the date of this Bidder's Statement) would be approximately \$1,012,950.

In addition, if holders of all Red River Options on issue at the date of this Bidder's Statement exercise those options and accept the Offer, then the additional consideration payable in respect of the Red River Shares resulting from such exercise would be approximately \$30,000.

Iron Mountain would be required to pay \$494,015 under the Offer if acceptances are received in respect of 50.1% of all Red River Shares on issue (other than those Red River Shares in which Red River already has a relevant interest in) as at the date of this Bidder's Statement.

The necessary funds to pay the cash consideration for the acquisition of the $(ii)$ Red River Shares pursuant to the Offer together with the acquisition of the Red River Options will be met through Iron Mountain's cash reserves.

As at 9 June 2103 Iron Mountain had cash reserves of approximately \$6 million. The funds available from Iron Mountain's existing case reserves are more than sufficient to fund the maximum consideration payable pursuant to the Offer and all associated transaction costs.

Iron Mountain is of the opinion that it has a reasonable basis for forming the view, and it holds the view, that it will be able to pay the consideration required for the acquisition of Red River shares pursuant to the Offer to satisfy its obligations under the Offer. The Offer is not subject to any conditions relating to financing.

Adjustment relating to the fair value of Red River's assets and liabilities acquired $\left( \mathbf{p} \right)$

The pro forma consolidated balance sheet is based on the assumption that the fair value of the mining tenements is zero and the goodwill arising on the acquisition is capitalised as exploration and evaluation expenditure.

$(h)$ Tax

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 Red River's 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.

$(i)$ Impact of AIFRS

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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 Red River information which is publicly available, it appears that the accounting policies of Red River are broadly consistent with those of Iron Mountain.

However, as noted in section 5, Iron Mountain intends to review Red River's accounting policies upon the assumption of management control. To the extent that Red River does not have equivalent operating resource company policies it is expected that this review will result in Red River adopting Iron Mountain's policies prospectively, that is, from the date of acquisition.

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

The Offer includes a 50.1% 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 Red River as a result of the Bid, but Iron Mountain does obtain "significant influence", Iron Mountain will account for its investment in Red River using the equity method as shown in the pro-forma balance sheet above. The carrying amount of Iron Mountain's investment in Red River 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 Red River 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 Red River would also impact the carrying value of its investment in Red River.

Elimination of Inter Company Transactions $\bigoplus$

In accordance with the requirements of AASB 127 Consolidated and Separate Financial Statements, an intercompany balance of \$29,058 has been adjusted for in the pro-forma consolidated balance sheet.

PART C - INTENTIONS

IRON MOUNTAIN'S INTENTIONS $\mathbf{S}$ .

INTRODUCTION $5.1$

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

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

These intentions are based on the information concerning Red River, 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.

INTENTIONS UPON ACOUISITION OF 90% OR MORE OF THE RED RIVER $5.2$ SHARES

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

Corporate matters $(a)$

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It is intended that Iron Mountain would:

proceed with compulsory acquisition of the outstanding Red River Shares $(i)$ (including any Red River Shares issued as a result of the exercise of Red River 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;
not retain the members of the Red River Board; and $(ii)$
if it becomes entitled to do so under the Corporations Act, seek to $(iii)$ compulsorily acquire the Red River Options which have not been exercised and that have not lapsed, and where other negotiated arrangements have not been agreed in relation to those Red River Options.

Exploration $(b)$

Iron Mountain intends to continue exploring and evaluating Red River's tenements.

$(c)$ Executives and employees

Iron Mountain will make decisions regarding any senior management positions and other employees following a review of Red River's operations on both a strategic and financial level.

Tax Consolidation $(d)$

Iron Mountain does not have any specific intentions in relation to the formation of a tax consolidated group incorporating Iron Mountain and Red River. 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 Red River' 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 Red River and discussions with Red River management. Any attempt to quantify these benefits and costs at this time would be speculative.

INTENTIONS UPON ACQUISITION OF MORE THAN 50% OF THE RED RIVER $5.3$ 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 Red River 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 Red River. In particular, the Red River directors may only implement any such steps if they consider the steps to be in the best interests of Red River Shareholders as a whole.

Corporate matters $(a)$

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It is intended that Iron Mountain would request the appointment of nominees of Iron Mountain to the board such that the Iron Mountain nominees comprised a majority of the board.

Other matters $(b)$

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

$(i)$ the exploration activities of Red River; and
$(ii)$ the executives and employees of Red River,

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 RED RIVER SHARES

In those circumstances, Iron Mountain's actions will be dependent on the percentage of Red River Shares acquired under the Offers. Iron Mountain has therefore not formed a view on its intentions upon acquisition of less than 50% of Red River 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.

OTHER INTENTIONS 5.5

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

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

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 Red River 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 exploration and evaluation of Red River's tenements.

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

PART D - THE OFFER TERMS

6. THE OFFER

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OFFER FOR YOUR RED RIVER SHARES $6.1$

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

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

You may only accept this Offer for all of your Red River Shares.

6.2 OFFER INCLUDES RIGHTS

If Iron Mountain acquires your Red River Shares under this Offer, Iron Mountain is also entitled to any Rights attached to those Red River Shares.

CONSIDERATION 6.3

Iron Mountain offers 1.5 cents for every 1 of your Red River shares plus 1 Iron Mountain Share for every 6 of your Red River 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 Red River Shares calculated under section 11.7.

ROUNDING OF IRON MOUNTAIN SHARES 6.5

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 Red River 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.

ROUNDING OF IRON MOUNTAIN CASH CONSIDERATION 6.5

If you become entitled to a fraction of a cent under this Offer, the cash consideration you are entitled to will be rounded up to the nearest whole cent. If Iron Mountain reasonably believes that a Red River 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 nearest whole cent.

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.

OFFICIAL QUOTATION OF IRON MOUNTAIN SHARES 6.7

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 Red River. Ouotation 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 issued to you will be listed.

$7.$ OFFER PERIOD

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

on 13 August 2013; 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.

HOW TO ACCEPT THIS OFFER 8.

ACCEPT FOR ALL OF YOUR RED RIVER SHARES 8.1

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

FOR ISSUER SPONSORED HOLDINGS OF RED RIVER SHARES 8.2

Complete the enclosed Acceptance Form by following the instructions provided on it, and return the signed form and any required supporting documents in the enclosed self addressed envelope.

Signed Acceptance Forms must be received on or before 7.00 pm Melbourne time on 13 August 2013, unless extended by Iron Mountain. Acceptance Forms must be received before the end of the Offer Period.

FOR CHESS HOLDINGS OF RED RIVER SHARES 8.3

If you hold your Shares in a CHESS Holding, to accept the Offer you must either:

complete and sign the Acceptance Form in accordance with the instructions on it and $(a)$ lodge it by returning it to the address specified on the form so that your acceptance, and any other required supporting documentation, is received in sufficient time to instruct your Controlling Participant (for example, your broker) to initiate acceptance of the Offer on your behalf before 7.00 pm Melbourne Time at the end of the Offer Period; or
instruct your Controlling Participant directly, allowing sufficient time for the Offer to $(b)$ be accepted before the end of the Offer Period with instructions to initiate acceptance of the Offer on your behalf before the end of the Offer Period.

COMPLETION OF THE ACCEPTANCE FORM 8.4

Mailing address:	Iron Mountain Mining Limited
	c/- Computershare Investor Services Pty Limited
	GPO Box 52
	MELBOURNE VIC 3001

For questions regarding your Red River 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:	$+61892256475$

The Offer is scheduled to close at 7.00 pm (Melbourne time) on 13 August 2013.

that at the end of the Offer Period Iron Mountain has a relevant interest in more than 50% of Red River's 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 Red Rivers business: and
conditions relating to the S&P/ASX 200 index.

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

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

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

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

If you have any questions in relation to the Offer, please call Iron Mountain on (08) 9225 6475 or $+61892256475$ (from outside Australia).

FOREIGN LAWS 8.5

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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 omissions from, the Acceptance Form necessary to:

make it an effective acceptance of this Offer for your Acceptance Shares; and $(a)$
enable the transfer of your Acceptance Shares to Iron Mountain. $(b)$

$9.2$ YOUR AGREEMENT

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

$(a)$ accept this Offer in respect of your Acceptance Shares;
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;
represent and warrant that you are not an Ineligible Foreign Shareholder, unless $\left( c \right)$ otherwise indicated on the Acceptance Form, and acknowledge and agree that if you are an Ineligible 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 ASX Operating Settlement $(d)$ Rules of, your Acceptance Shares to Iron Mountain subject to the conditions of the constitution of Red River 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:
attend and vote in respect of your Acceptance Shares at all general and class $(i)$ meetings of Red River;
execute all forms, notices, documents (including a document appointing a $(i)$ 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;
direct Red River to pay to Iron Mountain or to account to Iron Mountain for $(iii)$ 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;
permit transfer of your Red River shareholding to Iron Mountain. $(iv)$
agree that in exercising the powers conferred by the power of attorney in section (e), $(1)$ Iron Mountain and each of its directors and any nominee is entitled to act in the interest of Iron Mountain;
agree not to attend or vote in person at any general meeting of Red River or to $(g)$ 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);
unless section 11.7 applies to you, agree to accept the Iron Mountain Shares to which $(h)$ 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
agree to indemnify Iron Mountain and its agents (and each of them) in respect of any $(i)$ 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 Red River 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.

VALIDATION OF OTHERWISE INEFFECTIVE ACCEPTANCES 9.4

Except for Red River 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 the Acceptance Form have been met. For further information see section 11.2.

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:

Minimum acceptance condition $(a)$

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 Red River Shares on issue at that time and the number of Red River Shares required to be issued on the exercise of rights attached to all Red River Options in existence at that time.

$(b)$ Approvals by Public Authorities

Before the end of the Offer Period:

Iron Mountain receives all Approvals which are required by law or by any $(i)$ Public Authority to permit the Offers to be made to and accepted by Red River 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 Red River 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.

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

During the Condition Period:

there is not in effect any preliminary or final decision, order or decree issued $(i)$ by a Public Authority;
no action or investigation is instituted, or threatened by any Public Authority; $(ii)$ or
no application is made to any Public Authority (other than an application by $(iii)$ 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 Red River or the Red River Shares to be acquired under the Offer or otherwise; or
seeks to require the divestiture by Iron Mountain of any Red River Shares, or $(v)$ the divestiture of any assets by Red River 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 Red River Shares to:

acquire, or require the disposal of, or require Red River or a subsidiary of Red $(i)$ River to offer to dispose of, any material asset of Red River or a subsidiary of Red River; or
terminate, or vary the terms or performance of, any Material Agreement or $(ii)$ arrangement with Red River or a subsidiary of Red River (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 Red River, and Red River provides a copy of that release or waiver to Iron Mountain.

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

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

Red River makes an announcement to the ASX containing details of every $(i)$ right of the kind referred to in paragraph (d), including (to the extent known to Red River):
the parties, purpose and term of any agreements, arrangement or $(A)$ other matter giving rise to that right;
the consequences and potential consequences of an exercise of that $(B)$ right; and
$(C)$ the provisions which given rise to that right, those consequences or those potential consequences; or

$(i)$ Red River makes an announcement to the ASX that there are no rights of the kind referred to in subparagraph (i).

$(f)$ No material transactions

$\mathbf{f}^{\frac{d}{2}}$

During the Condition Period, none of Red River and any subsidiary of Red River:

acquires, offers to acquire or agrees to acquire one or more companies or $(i)$ assets (or an interest in one or more companies or assets) for an amount in aggregate greater than \$1.0 million;
$(i)$ 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;
incurs or commits to, or grants to another person a right the exercise of which $(iv)$ would involve Red River 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:

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

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 Red River and its subsidiaries taken as a whole; and

no occurrence or matter, as described in sub-paragraph (i), which occurred $(i)$ 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 Red River and ending at the end of the Offer Period:

Red River converts all or any of its shares into a larger or smaller number of $(i)$ shares:
Red River or a subsidiary of Red River resolves to reduce its share capital in $(ii)$ any way;
$(iii)$ Red River or a subsidiary of Red River:

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

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 Red River.

No dividends or distributions $(i)$

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

Conduct of Red River Resources' business $(k)$

During the Condition Period, none of Red River and any subsidiary of Red River:

$(i)$ gives or agrees to give any Encumbrance over any of its assets otherwise than 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;
conducts its business otherwise than in the ordinary course; $(iv)$
has threatened or commenced against it any material claims or proceedings in $(v)$ 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 subparagraphs (i) to (vi) above.

$(1)$ S&P/ASX200 index

During the Condition Period, the $S\&P/ASX$ 200 Index does not close below 4,300 for 3 or more consecutive trading days.

No material failings in filings $(m)$

Iron Mountain does not become aware, during the Condition Period, that any document filed by or on behalf of Red River with 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:

is and must be construed as a separate condition; and $(a)$
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 nonfulfilment of that condition.

NATURE OF DEFEATING CONDITIONS 10.3

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 Red River:

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.

NOTICE PUBLICATION DATE $10.5$

The date for giving the notice on the status of the Defeating Conditions is 6 August 2013 (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 of 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 being 1 month after you accept this Offer or, if this Offer is subject to a $(a)$ Defeating Condition when accepted, the day being 1 month after the contract resulting from your acceptance becomes unconditional; and
the day being 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:
I month after the contract resulting from your acceptance becomes $(i)$ unconditional; and
21 days after the end of the Offer Period; $(ii)$
if the documents are given after your acceptance and before the end of the Offer Period $(c)$ 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
$(d)$ if the documents are given after the end of the Offer Period, Iron Mountain will 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 10.1, Iron Mountain will provide the consideration within 21 days after the contract becomes unconditional.

$11.3$ DELIVERY OF CONSIDERATION

Subject to the Corporations Act, Iron Mountain will 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 register maintained by Iron Mountain that will be updated from time to time from Red River's 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 register maintained by Iron Mountain that will be updated from time to time from Red River's 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 intends to implement a mechanism to offer holders of Unmarketable Parcels an opportunity to sell or retain the Unmarketable Parcels that are held by Iron Mountain shareholders as a result of this Offer.

11.6 RIGHTS

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.

11.7 INELIGIBLE FOREIGN SHAREHOLDERS

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;

$(b)$ cause those Iron Mountain Shares to be offered for sale on ASX as soon as practicable 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: $(c)$

your Iron Mountain Shares divided by the total Iron Mountain Shares multiplied by the net proceeds of sale equals the amount to be paid to you

where:

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"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 prepaid airmail to the address shown in the acceptance registered maintained by Iron Mountain that will be updated from time to time from Red River's 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:

$(a)$ the Banking (Foreign Exchange) Regulations 1959 (Cth);
the Charter of the United Nations (Terrorism and Dealing with Assets) Regulations $(b)$ 2002 (Cth);
$(c)$ the Charter of the United Nations (Sanctions - Afghanistan) Regulations 2001 (Cth);
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 Red River 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 19.2 of this Bidder's Statement for information as to whether this restriction applies to you.

11.9 COSTS AND DUTY

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

12. OFFEREES

$12.1$ REGISTERED HOLDERS

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

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

$12.2$ TRANSFEREES

$\rightarrow$

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

TRUSTEES AND NOMINEES 12.3

If during the Offer Period and before you accept this Offer your Red River 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 Red River Shares; and
acceptance by you of the Offer for any distinct parcel of Red River Shares is $(b)$ ineffective unless.
you give Iron Mountain notice in accordance with section 12.4 stating that $(i)$ your Red River Shares consist of separate and distinct parcels; and
$(i)$ your acceptance specifies the number of Red River Shares in each separate and distinct parcel to which the acceptance relates.

$12.4$ NOTICES BY TRUSTEES AND NOMINEES

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

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

VARIATION AND WITHDRAWAL OF OFFER 13.

VARIATION 13.1

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.

13.3 GOVERNING LAW

$\rightarrow$

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

PARTE-AUSTRALIAN TAX CONSIDERATIONS FOR RED RIVER SHAREHOLDERS

ACCEPTING THE OFFER AND DISPOSING OF RED RIVER SHARES 14.

As each Red River shareholders holds an unique position with respect to the taxation consequences of accepting the Iron Mountain offer, Iron Mountain does not propose to set out possible taxation consequences. Iron Mountain strongly recommends that Red River 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

15. RISK FACTORS

$15.1$ OVERVIEW

Red River 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. Red River shareholders should consider carefully these risk factors and the other information contained in this Bidder's Statement.

$15.2$ INVESTMENT RISK

Red River 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 15.3

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, $\triangleright$
economic conditions in Australia and overseas, and $\mathcal{I}$
movements in domestic and international interest rates and share markets. $\checkmark$

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.

15.4 MARKET CONDITIONS

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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.

15.5 OPERATING RISKS

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

$\triangleright$ 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;
$\blacktriangleright$ 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.

15.6 GROWTH

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

15.7 LEGISLATION

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.

15.8 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 Red River's Shares, or to acquire a controlling shareholding in Red River, 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 Red River 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

16. INFORMATION ON SECURITIES IN IRON MOUNTAIN

$16.1$ IRON MOUNTAIN CAPITAL STRUCTURE

As at the date of this Bidder's Statement, the total number of securities in Iron Mountain is 128,247,799 ordinary shares and 32,000,000 unlisted options exercisable at 20 cents on or before 1 May 2016 and 5,250,000 unlisted options exercisable at 10 cents on or before 28 November 2017.

$16.2$ SUBSTANTIAL SHAREHOLDERS

$\frac{3}{2}$

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	16.683,600	24,425,629	Nil	30,000,000 unlisted 20c options exercisable by 01/05/16	32.05%

DIRECTOR'S INTEREST IN IRON MOUNTAIN 16.3

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:

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)
Simon England	Nil	1,337,500	Nil	Nil
David Zohar	16,683,600	24,425,629	Nil	30,000,000 unlisted 20c options exercisable by 01/05/16
Robert Sebek	Nil	Nil	2,000,000 unlisted 20c options exercisable by 01/05/16	4,000,000 unlisted 10c options exercisable by 28/11/17
Zhukov Pervan	Nil	3,000,000	Nil	Nil

RIGHTS AND LIABILITIES ATTACHING TO IRON MOUNTAIN SHARES 16.4

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.

RECENT TRADING IN IRON MOUNTAIN SHARES 16.5

As at the close of trading on 18 June 2013 (being the last practicable date prior to the date of this Bidder's Statement to enable printing of this Bidder's Statement to occur), the price of Iron Mountain Shares on ASX was 0.023 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 \$0.055 on 11 March 2013. The lowest recorded sale price of Iron Mountain Shares on ASX in the 12 months before the date of this Bidder's Statement was \$0.023 on 13 June 2013.

16.6 IRON MOUNTAIN EMPLOYEE SHARE AND OPTION PLANS

Iron Mountain does not currently operate any executive or employee share or option plans. Pursuant to shareholder approval attained at Iron Mountain's annual general meeting held on 28 November 2012 Iron Mountain issued 4,000,000 options to Robert Sebek, the managing director of Iron Mountain, with an exercise price of 10 cents and an expiry date of 28 November 2017. In addition 1,250,000 options with an exercise price of 10 cents and an expiry date of 28 November 2017 were issued by Iron Mountain to employees during the half year ended 31 December 2012.

17. INFORMATION ON SECURITIES IN RED RIVER

17.1 CAPITAL STRUCTURE OF RED RIVER

$\mathbf{r}^3$

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

69,330,005 ordinary shares; and $(a)$
$(b)$ 2,000,000 unlisted options exercisable at 10 cents on or before 28 November 2017.

$17.2$ IRON MOUNTAIN RELEVANT INTEREST IN RED RIVER SECURITIES

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
Red River Shares	1,800,000	1.800,000

$17.3$ DIRECTORS' INTEREST IN RED RIVER

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 Red River Shares:

Name	No of Red River	No of Red		No of Red River No of Red River
	Shares (Direct)	River Shares (Indirect)	Options (Direct)	Options (Indirect)
Simon England	Nil	500,000	Nil	Nil
David Zohar	4,226,382	7,108,506	Nil	Nil
Robert Sebek	Nil	Nil	Nil	Nil
Zhukov Pervan	Nil	188,560	Nil	Nil

Note: David Zohar disposed of 185,000 Red River Shares on market on 22 March 2013. As at the date of this Bidder's Statement David Zohar and his associates hold 4,226,382 Red River Shares directly and 7,108,506 Red River Shares indirectly.

IRON MOUNTAIN'S VOTING POWER IN RED RIVER 17.4

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

	At date of this Bidder's Statement	At date first Offer is sent
Voting power in Red River	2.59 %	2.59%

ACQUISITION BY IRON MOUNTAIN OF RED RIVER SHARES DURING 17.5 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 Red River Share.

INDUCING BENEFITS GIVEN BY IRON MOUNTAIN DURING PREVIOUS 17.6 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:

$(a)$ accept an Offer; or

$\epsilon$

$(b)$ dispose of Red River Shares.

RECENT TRADING IN RED RIVER RESOURCES' SHARES 17.7

As at the close of trading on 18 June 2103 (being the last practicable date prior to the date of this Bidder's Statement to enable printing of this Bidder's Statement to occur), the price of Red River's Shares on ASX was 0.012 cents.

The highest recorded sale price of Red River Shares on ASX in the 12 months before the date of this Bidder's Statement was \$0.025 on 20 March 2013. The lowest recorded sale price of Red River Shares on ASX in the 12 months before the date of this Bidder's Statement was \$0.01 on 4 June 2013.

FEES, BENEFITS AND INTERESTS 18.

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 $(i)$
$(ii)$ the offer of Iron Mountain Shares; or
$(c)$ the offer of Iron Mountain Shares.

$\mathbb{R}^2$

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
$(e)$ any Interested Person for services provided by that person in connection with:
$(i)$ forming or promoting Iron Mountain; or
$(ii)$ the offer of Iron Mountain Shares under the Offer.

LegalWest Pty Ltd (ACN 120 525 546) trading as Lawton Gillon ("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 \$30,000.00 plus GST for these services. Further amounts may be payable to Lawton Gillon in accordance with its time based charges. Simon England is a director of Lawton Gillon.

19. OTHER MATERIAL INFORMATION

19.1 STATUS OF CONDITIONS

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

$(a)$ Minimum acceptance condition

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 Red River Shares on issue at that time and the number of Red River Shares required to be issued on the exercise of rights attached to all Red River 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 Red River 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 Red River).

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 Red River, or acquire a material asset of Red River, as a result of Iron Mountain's acquisition of Red River 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 Red River of details of any rights referred to above (see section $10.1(e)$ ).

Red River 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.

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

The Offer is subject to there being no material acquisitions, disposals, commitments or certain other changes in the conduct of Red River's business and affairs (see sections $10.1(e)$ and $10.1(i)$ ).

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

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

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

Red River 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 Red River 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 Red River's current dividend policy, that this condition will be satisfied. However, Red River is in the best position to advise its shareholders whether or not this condition will be satisfied.

$(f)$ S&P/ASX 200 Index

The Offer is subject to the S&P/ASX not falling below 4300 on any trading day during the Condition Period (see section $10.1(k)$ ).

No material failing in filings $(g)$

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

Red River is best placed to advise its shareholders whether or not such a document exists.

19.2 APPROVALS FOR PAYMENT OF CONSIDERATION

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

19.3 NO OTHER MATERIAL INFORMATION

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 Red River Shares.

20. OTHER MATTERS

$\frac{2}{3}$

20.1 IRON MOUNTAIN IS A DISCLOSING ENTITY

Due to the fact that Iron Mountain is offering Iron Mountain Shares as part consideration for the acquisition of Red River Shares and Red River 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.

Information that is already in the public domain has not been reported in this Bidder's Statement other than that which is considered necessary to make this Bidder's Statement complete.

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

it is subject to regular reporting and disclosure obligations; $(a)$
$(b)$ copies of documents lodged with the ASIC in relation to Iron Mountain (not being 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
$(c)$ it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Bidder's Statement and the expiry of the Offer Period:
$(i)$ the annual financial report most recently lodged by Iron Mountain with 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 30 June 2012 refer to Appendix 1.

20.2 CONSENTS

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.

$20.3$ EXPIRY DATE

$\epsilon^{-1}$

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

21. DEFINITIONS

The following definitions apply in interpreting this Bidder'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 Red River 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 6 June 2013.

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 Pty Ltd.

ASX Settlement Operating 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.

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

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 ASX Settlement Operating 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 Red River 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 Red River Group, and includes but is not limited to:

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

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 Red River Shares and includes a reference to those offers as varied in accordance with the Corporations Act

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.

Red River means Red River Resources Limited ACN 100 796 754.

Red River Board means the board of directors of Red River.

$\sim$ $\frac{1}{2}$

Red River Group means Red River and its subsidiaries as defined in the Corporations Act.

Red River Options means options to subscribe for Red River Shares.

Red River Shareholder means a person registered as a holder of a Red River Share.

Red River Shares means fully paid ordinary shares in Red River.

Rights means all accretions and rights attaching to Red River 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 Red River).

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.

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

your Red River Shares means, subject to section 12, the Red River Shares:

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

$22.$ INTERPRETATION

$\mathbf{a}^{-\frac{1}{\alpha}}$

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 6 or BA of the Corporations Act, have that special meaning.
$(b)$ Headings are for convenience only, and do not affect interpretation.
The following rules also apply in interpreting this Bidder's Statement and the $(c)$ Acceptance Form, except where the context makes it clear that a rule is not intended to apply:
$\circ$ a singular word includes the plural, and vice versa:
$(ii)$ a word which suggests one gender includes the other genders:
$(iii)$ if a word is defined, another part of speech has a corresponding meaning;
unless otherwise stated references in this Bidder's Statement to Parts, sections, $(iv)$ paragraphs and subparagraphs are to Parts, sections, paragraphs and subparagraphs 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 stated; $(vii)$ and
$(viii)$ appendices to this Bidder's Statement form part of it.

DATED: 19 June 2013

$\left\vert \mathbf{a}\right\vert ^{-\frac{1}{2}}$

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

Shuku Buren

Zhukov Pervan Director

APPENDIX1

IRON MOUNTAIN ASX ANNOUNCEMENTS SINCE 30 JUNE 2012

Date Lodged	Description
4.7.12	Company secretary appointment/resignation
6.7.12	Intention to make takeover bid
17.7.12	Golden Camel JORC resource update
24.7.12	Change in director's interest notice
27.7.12	Quarterly activities report
27.7.12	Quarterly cashflow report
1.8.12	Bidder's Statement for United Orogen Limited ("UOG")
1.8.12	Confirmation of intent to purchase Wandoo bauxite project
7.8.12	Notice pursuant to s633(2)
8.8.12	Notice pursuant to s633(2) for UOG - correction
9.8.12	Notice pursuant to s633(1) item 7
13.8.12	Miaree magnetite project maiden JORC resource
13.8.12	Miaree magnetite project maiden JORC RVR. resource
13.8.12	UOG: Target's Statement
13.8.12	Change in substantial holding for UOG
14.8.12	Appendix 3B - takeover bid for UOG
15.8.12	Change in substantial holding for UOG
16.8.12	Final settlement of Wandoo project sale b٧ 24 August 2012
16.8.12	Change in substantial holding for UOG
21.8.12	Change in substantial holding for UOG
22.8.12	Change in substantial holding for UOG
24.8.12	Change in substantial holding for UOG
24.8.12	Completion of Wandoo bauxite sale to Alpha Bauxite
27.8.12	Change in substantial holding for UOG
29.8.12	Change in substantial holding for UOG
30.8.12	Notice of variation - extension of offer period
30.8.12	Letter to UOG shareholders - extension of offer period
31.8.12	Change in substantial holding for UOG
31.8.12	Change in substantial holding for UOG
5,9.12	Change in substantial holding for UOG
10.9.12	Change in substantial holding for UOG
13.9.12	Change in substantial holding for UOG

$\begin{array}{ccc} & \ast & & \circ & \circ \ & \circ & & \circ & \end{array}$

RJG 13/19370RJG4

Date Lodged	Description
18.9.12	Full year statutory accounts
21.9.12	Variation of takeover bid - waiver of defeating conditions
24.9.12	Change in substantial holding for UOG
2.10.12	Change in substantial holding for UOG
5.10.12	Results of Iron Mountain Mining takeover bid
5.10.12	Results of Iron Mountain Mining takeover bid for UOG
9.10.12	Change in substantial holding - D Zohar
9.10.12	Change of director's interest notice - D Zohar
9.10.12	Distribution schedule
9.10.12	Top 20 securityholders
9.10.12	Appendix 3B
9.10.12	Change in director's interest notice - S England
9.10.12	Change in director's interest notice - Z Pervan
10.10.12	Change in substantial holding from UOG
16.10.12	Change of director's interest notice - D Zohar
19.10.12	Change of director's interest notice - D Zohar
22.10.12	Annual report to shareholders
24.10.12	Change of director's interest notice - D Zohar
26.10.12	Notice of annual general meeting / proxy form
29.10.12	Secured Ioan to UOG
31.10.12	Quarterly cashflow report
31.10.12	Quarterly activities report
28.11.12	IRM - 2012 AGM presentation
29.11.12	Results of annual general meeting
3.12.12	Appendix 3B
3.12.12	Change of director's interest notice - R Sebek
5.12.12	Proposed selective buy-back
5.12.12	Announcement of buy-back - Appendix 3C
5.12.12	UOG: IRM proposed selective buy-back
10.12.12	Entry into conditional option sale agreement
14.1.13	Notice of general meeting / proxy form
14.1.13	Letter to shareholders
22.1.13	Change of director's interest notice - D Zohar
29.1.13	Change of director's interest notice - D Zohar
31.1.13	Quarterly activities report
31.1.13	Quarterly cashflow report
12.2.13	Results of meeting
12.2.13	UOG: entry into buy-back agreement

$\begin{matrix} \mathbf{c} & & & \ & \mathbf{c} & & \ & & \mathbf{c} & \ & & & \mathbf{c} \end{matrix}$

$\mathcal{A}$

d.	e *
$\chi^2_{\rm s}$

Date Lodged	Description
12.2.13	Entry into buy-back agreement
14 2 13	Form 484 cancellation of shares
14.2.13	Total share capital after buy-back
15.2.13	Final share buy-back notice - Appendix 3F
18.2.13	UOG: change of board and IRM sale of shares
18.2.13	Sale of shares in UOG
19.2.13	Change in substantial holding
19.2.13	Ceasing to be a substantial holder from UOG
22.2.13	Change of director's interest notice - D Zohar
22.2.13	Change of director's interest notice - D Zohar
27.2.13	Change of director's interest notice - D Zohar
27.2.13	Change in substantial holding - amended
5.3.13	Change of director's interest notice - D Zohar
15.3.13	Half year accounts
19.3.13	Commencement of drilling at Golden Camel Project
22.3.13	Change of director's interest notice - D Zohar
28.3.13	Change of director's interest notice
30.4.13	Quarterly cashflow report
30.4.13	Quarterly activities report
27.5.13	Change of director's interest notice
6.6.13	Intention to make takeover bid

$\sim$

$\bar{\mathcal{A}}$

$\mathcal{A}$

APPENDIX 2

RED RIVER ASX ANNOUNCEMENTS SINCE 30 JUNE 2012

$\bar{\mathcal{L}}$

Date Lodged	Description
5.7.12	Change of director's interest notice
19.7.12	Change of director's interest notice
27.7.12	Quarterly activities report
27.7.12	Quarterly cashflow report
13.8.12	IRM: Miaree magnetite project maiden JORC resource
13.8.12	JORC project maiden magnetite Miaree resource
14.9.12	Full year statutory accounts
22.10.12	Annual report to shareholders
26.10.12	Notice of general meeting / proxy form
31.10.12	Quarterly activities report
31.10.12	Quarterly cashflow report
28.11.12	2012 AGM presentation
29.11.12	Results of annual general meeting
3.12.12	Appendix 3B
3.12.12	Change of director's interest notice - N Taylor
31.1.13	Quarterly cashflow report
31.1.13	Quarterly activities report
5.3.13	Half year accounts
13.3.13	Exploration update
25.3.13	Change of director's interest notice
30.4.13	Quarterly activities report
30.4.13	Quarterly cashflow report
6.6.13	IRM: intention to make takeover bid

$\begin{array}{ccc} \bullet & \circ & \circ & \circ \ \bullet & & \bullet & \end{array}$

APPENDIX 3 RIGHTS ATTACHING TO IRON MOUNTAIN SHARES

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

$\frac{1}{\alpha}$ $\frac{1}{\alpha}$ $\frac{1}{\alpha}$

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.

$2.$ THE CONSTITUTION OF IRON MOUNTAIN

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.

$3.$ RIGHTS ATTACHING TO IRON MOUNTAIN SHARES

$(a)$ General meeting and notices

Each member is entitled to receive a notice of, and to attend and vote at, a 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.

$(c)$ Offers of further shares

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.

$(d)$ Transfer of shares

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.

$(g)$ Winding up

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.

$(h)$ Dividend reinvestment and share plans

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).

AI assistant

WESTERN YILGARN NL — M&A Activity 2013

66092_rns_2013-06-26_68487637-ab7d-48ec-98ac-249eea751a48.pdf

BIDDER'S STATEMENT

OFFER

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

RED RIVER RESOURCES LIMITED ACN 100 796 754

offer of 1.5 cents for every one (1) of your Red River ordinary shares plus one (1) Iron Mountain ordinary share for every six (6) of your Red River ordinary shares

CONTENTS

IMPORTANT INFORMATION

Bidder's Statement

Investment decisions

Forward looking statements

Offers outside Australia

Privacy collection statement

DIRECTOR'S LETTER

Offer for your Red River Shares

WHY YOU SHOULD ACCEPT

WHY YOU SHOULD ACCEPT IRON MOUNTAIN'S OFFER

A SHARE OF A MINING COMPANY WITH CRITICAL MASS $\mathbf{1}$ .

RETAIN EXPOSURE TO RED RIVER'S BASE METALS, GOLD AND IRON ORE $\overline{2}$ . PROJECTS

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

EXPOSURE TO POTENTIAL GROWTH $\overline{4}$ .

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

MERGER SYNERGIES 6.

The merger of Iron Mountain and Red River will create the opportunity for cost savings.

7. YOU SHOULD INCUR NO BROKERAGE

HOW TO ACCEPT THE OFFER

For Issuer Sponsored Holdings of Red River Shares

CHESS Holdings of Red River Shares

SUMMARY OF THE OFFER

PART A - PROFILES OF IRON MOUNTAIN AND RED RIVER

$\mathbf{1}$ PROFILE OF IRON MOUNTAIN

$1.1$ OVERVIEW OF IRON MOUNTAIN

Background $(a)$

$(b)$ Iron Mountain's corporate structure

BOARD OF DIRECTORS AND COMPANY SECRETARY $1.2$

CORPORATE GOVERNANCE 1.3

DIVIDEND POLICY $1.4$

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

$2.$ PROFILE OF RED RIVER

$2.1$ SOURCES OF INFORMATION

$2.2$ CORPORATE OVERVIEW

$2.3$ OPERATIONS OVERVIEW

$2.4$ RED RIVER ASX ANNOUNCEMENTS

PART B-PROFILE OF THE COMBINED ENTITY

OVERVIEW OF THE COMBINED ENTITY $31$

RATIONALE FOR THE OFFER $3.1$

FORECASTS FOR THE COMBINED ENTITY $3.2$

EFFECT OF ACQUISITION ON IRON MOUNTAIN 3.3

General effect of acquisition $(a)$

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

Notes

PROFILE OF THE COMBINED ENTITY $3.4$

Management $(a)$

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

PRO FORMA CONSOLIDATED FINANCIAL INFORMATION $\ddot{4}$ .

COMBINED ENTITY PRO-FORMAS $4.1$

Basis of preparation $(a)$

Consolidated Entity Pro-formas $(b)$

50.1% Scenario (excluding all unexercised Red River Options)

$(d)$ Fair value of the acquisition consideration

Reduction in cash $(e)$

$(1)$ Funding

Adjustment relating to the fair value of Red River's assets and liabilities acquired $\left( \mathbf{p} \right)$

$(h)$ Tax

$(i)$ Impact of AIFRS

$(i)$ Consistency of Accounting Policies

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

Elimination of Inter Company Transactions $\bigoplus$

PART C - INTENTIONS

IRON MOUNTAIN'S INTENTIONS $\mathbf{S}$ .

INTRODUCTION $5.1$

INTENTIONS UPON ACOUISITION OF 90% OR MORE OF THE RED RIVER $5.2$ SHARES

Corporate matters $(a)$

Exploration $(b)$

$(c)$ Executives and employees

Tax Consolidation $(d)$

INTENTIONS UPON ACQUISITION OF MORE THAN 50% OF THE RED RIVER $5.3$ SHARES, BUT LESS THAN 90%

Corporate matters $(a)$

WESTERN YILGARN NL M&A Activity 2013

OVERVIEW OF THE COMBINED ENTITY $3₁$