IRON MOUNTAIN MINING LIMITED ACN 112 914 459

of Level 7, 231 Adelaide Terrace, Perth WA 6000

Circular to Shareholders

including

NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

General Meeting of Iron Mountain Mining Limited to be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on the 21st day of January 2011 commencing at 10.00 am (WST).

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

7 December 2010

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

Corporate Directory

	Corporate Directory
Directors	Simon England
	Chairman
	Zhukov Pervan MBBS
	Director
	David Zohar BSc DipEd
	Director
	Robert Sebek
	Director
Secretary	Mark Killmier
Head Office	Level 7
	231 Adelaide Terrace
	PERTH
	WESTERN AUSTRALIA 6000
	Phone: (08) 9225 6475
	Fax: (08) 9225 6474
	Website:www.ironmountainmining.com.au
Registered Office	Level 7
	231 Adelaide Terrace
	PERTH
	WESTERN AUSTRALIA 6000
Auditors	BDO Audit (WA) Pty Ltd
	38 Station Street
	SUBIACO
	WESTERN AUSTRALIA 6008
Solicitors	Lawton Gillon
	Level 11
	16 St Georges Terrace
	PERTH
	WESTERN AUSTRALIA 6000
Share Registry	Computershare Investor Services Pty Limited
	Level 2
	45 St Georges Terrace
	PERTH
	WESTERN AUSTRALIA 6000
ASX Code	IRM
	IRMO

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

Notice of General Meeting

NOTICE IS GIVEN THAT a General Meeting of the Company will be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on 21 January 2011 commencing at 10 am WST.

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

1. ENTER INTO UNDERWRITING AGREEMENT WITH ORANGE HILLS RESOURCES LIMITED

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

“That for the purposes of Listing Rule 10.1 of the Listing Rules of the ASX and section 208 of the Corporations Act and for all other purposes, the Company be authorised to enter into an agreement with Orange Hills Resources Limited whereby the Company underwrite Orange Hills Resources Limited’s initial public offer to a maximum amount of $1,500,000.00 and fund the costs of Orange Hills Resources Limited’s initial public offer and admission to the official list of the ASX on the terms set out in the Explanatory Memorandum.”

Voting Exclusion

For the purposes of ASX Listing Rules 10.1, 14.11.and for all other purposes in relation to Resolution 1, the Company will disregard any votes cast by:

any party who is likely to participate in Orange Hills Resources Limited’s initial public offer and any associate of such person; and
any person who might obtain a benefit, except the benefit solely in the capacity of a holder of ordinary securities if the resolution is passed and any associate of such a person.

However, the Company need not disregard a vote if:

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

“Snap-Shot” Time

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

The Company’s directors have determined that all shares of the Company that are quoted on ASX at 5 pm WST, 19 January 2011 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the shares at that time.

PROXIES

Please note that:

Iron Mountain Mining Limited Notice of General Meeting

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

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

DATED 7 December 2010

BY ORDER OF THE BOARD

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MARK KILLMIER Company Secretary Iron Mountain Mining Limited

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting to be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on 21 January 2011 commencing at 10 am WST.

The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the resolution.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of General Meeting.

RESOLUTION 1 – ENTER INTO UNDERWRITING AGREEMENT WITH ORANGE HILLS RESOURCES LIMITED

Background to Resolution 1

The Directors of Iron Mountain Mining Limited have resolved to enter into an agreement with Orange Hills Resources Limited whereby the Company underwrite Orange Hills Resources Limited’s initial public offer to a maximum amount of $1,500,000.00 and fund the costs of Orange Hills Resources Limited’s initial public offer and admission to the official list of the ASX. Orange Hills is to reimburse the Company for these costs upon Orange Hills successful admission to the official list of the ASX.

In consideration for entering into the agreement with Orange Hills Resources Limited the Company is to be granted 20 million options in Orange Hills Resources Limited exercisable at 20 cents each on or before 30 November 2015. In addition the shareholders of the Company are to be afforded priority entitlement to up to 5 million shares in Orange Hills Resources Limited to be allocated on a first come first served basis. If the shareholders of the Company apply for more than 5 million shares in Orange Hills Resources Limited then any applications for additional shares are to be treated as general applications.

The full terms and conditions of the options are as set out in Annexure “B” to this Explanatory Memorandum.

David Zohar and Zhukov Pervan are directors of Iron Mountain Mining Limited and also directors of Orange Hills Resources Limited. For the purposes of Listing Rule 10, David Zohar and Zhukov Pervan are persons in a position of influence in both Iron Mountain Mining Limited and Orange Hills Resources Limited. Pursuant to Listing Rule 10.1 a company is required to obtain shareholder approval prior to entering into a transaction with a person in a position of influence.

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

Pursuant to Listing Rule 10.10, to obtain the approval of shareholders pursuant to Listing Rule 10.1 Iron Mountain Mining Limited has obtained a report on the transaction from an independent expert, being Mr Graham Swan of Rothsay Consultancy Services. Mr Swan has concluded that the

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

transaction is both fair and reasonable to the shareholders of Iron Mountain Mining Limited. A copy of Mr Swan’s report in its entirety appears as Annexure “A” to this memorandum.

Corporations Act – Chapter 2E

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party, unless it has the approval of its members. David Zohar and Zhukov Pervan, who are directors, are related parties of Iron Mountain Mining Limited. David Zohar and Zhukov Pervan are directors of Orange Hills Resources Limited.

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

(a) Who is the related party?

The related party is Orange Hills Resources Limited.

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

The financial benefit being provided by Iron Mountain Mining Limited is the underwriting of Orange Hills Resources Limited’s initial public offer to a maximum amount of $1,500,000.00 and the funding of the costs of Orange Hills Resources Limited’s initial public offer and admission to the official list of the ASX and any advantages thereby conferred.

Each of the directors (other than David Zohar, Zhukov Pervan and Simon England) recommends to shareholders that they vote in favour of Resolution 1.

Rob Sebek recommends to shareholders that they vote in favour of Resolution 1. Robert Sebek bases his recommendation on the information contained in the experts’ reports and on the belief that it is in the best interests of the Company to acquire the 20 million options in Orange Hills Resources Limited to meet the long term objectives of the Company which include gaining exposure to various potential mining projects.
David Zohar makes no recommendation as he has an interest in the outcome in that he is a director of Orange Hills Resources Limited.
Zhukov Pervan makes no recommendation as he has an interest in the outcome in that he is a director of Orange Hills Resources Limited.
Simon England makes no recommendation as he has an interest in the outcome in that he is a partner of Lawton Gillon and Lawton Gillon are to receive fees for advising in relation to the proposed initial public offer including the preparation of the Orange Hills Resources Limited prospectus.
(d) Do any directors have an interest in the outcome of the proposed resolution?

None of the directors have a personal interest in the outcome of the proposed resolutions, save for David Zohar and Zhukov Pervan in that they are directors and shareholders of

Iron Mountain Mining Limited

Explanatory Statement to Notice of General Meeting

Orange Hills Resources Limited and Simon England by reason of being a partner of Lawton Gillon which is to receive fees as detailed at paragraph (c) above.

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

Nil.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

GLOSSARY

In this Explanatory Statement, the following terms have the following unless the context otherwise requires:

“ASX”	means ASX Limited (ABN 98 008 624 691).
“Board”	means board of Directors.
“Company”	means Iron Mountain Mining Limited (ACN 112 914 459).
“Corporations Act”	means the Corporations Act 2001 (Cth) and all regulations made pursuant to
	such legislation, as amended from time to time.
“Director”	means a director of the Company.
“Listing Rules”	means Listing Rules of ASX, as amended or replaced from time to time,
	except to the extent of any waiver by ASX.
“Orange Hills
Resources Limited”	means Orange Hills Resources Limited (ACN 145 800 157).
“Shareholder”	means a member of the Company, as defined in the constitution of the
	Company.
“Shares”	means ordinary fully paid shares in the capital of the Company.
“WST”	means Western Standard Time.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

ANNEXURE “A”

ROTHSAY CONSULTING SERVICES Pty Ltd

ACN 008 939 446

LEVEL 1, 12 O’CONNELL ST, SYDNEY NSW 2000 Ph 02 8815 5400

2 December 2010

The Directors Iron Mountain Mining Limited Level 7 231 Adelaide Terrace PERTH WA 6000

Dear Sirs

Independent Expert's Report on the underwriting of Orange Hills Resources Limited’s Initial Public Offer

You have requested we provide an Independent Expert's Report to advise the shareholders of Iron Mountain Mining Limited ("Iron Mountain Mining" and "the Company"), as to whether the Company’s underwriting of Orange Hills Resources Limited’s (“Orange Hills”) initial public offer to a maximum amount of $1,500,000 and the funding of the costs of Orange Hills’ initial public offer and admission to the official list of the ASX is fair and or reasonable to the non-associated shareholders and to set out the reasons for our conclusions.

Rothsay Consulting Services Pty Ltd (Rothsay) understands and has agreed that this report is to be included in an explanatory memorandum to assist shareholders in their consideration of a resolution to be put at a general meeting of the company.

RESOLUTION 1

The Proposed Transaction

The Company proposes to enter into an agreement ("the Underwriting Agreement") with Orange Hills whereby the Company, subject to shareholder approval, agrees to:

underwrite to a maximum amount of $1,500,000 Orange Hills’ initial public offer for the issue of 50 million ordinary shares of 20 cents each with 1 free attaching option for every 2 shares issued to raise up to a maximum of $10 million dollars (“Initial Public Offer”); and
fund the costs of Orange Hills’ Initial Public Offer and admission to the official list of the ASX. Orange Hills is to reimburse the Company for these costs upon Orange Hills successful admission to the official list of the ASX.

The consideration to be provided by Orange Hills to Iron Mountain Mining Limited for the proposed transaction is:

(a) the Company is to be granted 20 million options in Orange Hills exercisable at 20 cents each on or before 30 November 2015; and

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

(b) the shareholders of the Company are to be afforded priority entitlement to up to 5 million shares in Orange Hills Resources Limited to be allocated on a first come first served basis. If the shareholders of the Company apply for more than 5 million shares in Orange Hills Resources Limited then any applications for additional shares are to be treated as general applications.

The full terms and conditions of the options are as set out in Annexure “B” to the Explanatory Memorandum.

David Zohar and Zhukov Pervan are directors of Iron Mountain Mining Limited and also directors of Orange Hills Resources Limited.

Summary of opinion

In our opinion the Company’s underwriting of Orange Hills’ initial public offer is fair and reasonable to nonassociated shareholders.

Our opinion is based on the economic market and other conditions prevailing at the date of this report, which can change significantly over relatively short periods of time.

Criteria for Evaluation

In preparation of this report we have had regard to the requirements of Regulatory Guides 111 and 112 issued by ASIC. Regulatory Guide 111 outlines ASIC’s views on:

how experts should analyse a proposed transaction;
the different valuation methodologies used by experts and the treatment of assumptions;
general requirements for all expert reports; and
the regulatory action which might be taken against an expert.

Regulatory Guide 112 outlines ASIC’s views on:

the need for an expert to be independent;
how previous and existing relationships with commissioning and other interested parties may affect the independence of an expert;
how an expert should deal with the commissioning party and other interested parties to maintain its independence; and
when and how an expert should use a specialist when preparing an expert report.

The term fair and reasonable has no legal definition. However, the Australian Securities and Investments Commission ("ASIC") Regulatory Guide 111 establishes certain guidelines in respect of the preparation of experts' reports which are the subject of the recent ASIC consultation paper 143.

What is fair and or reasonable for non-associated shareholders should be judged in all the circumstances of the proposal. The report must compare the likely advantages and disadvantages for the non-associated shareholders if the proposal is agreed to, with the advantages and disadvantages to those shareholders if it is not. Comparing the value of the options to be acquired under the proposal and the risk to the Company is only one element of this assessment.

In forming an opinion as to whether the transaction is fair and or reasonable to Iron Mountain Mining nonassociated shareholders we believe that the value of the consideration being acquired must be equal to or greater than the cost to the Company.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

In this case the assets being acquired by the Company in consideration of Resolution 1 are:

50 million ordinary shares of 20 cents each if Iron Mountain underwrites Orange Hills’ initial public offer to the maximum amount of $1,500,000; and
20 million options in Orange Hills exercisable at 20 cents on or before 30 November 2015.

In addition the shareholders of the Company are to be afforded priority entitlement to up to 5 million shares in Orange Hills Resources Limited.

In order to establish an underlying value of Orange Hills shares the tenements to be acquired by Orange Hills have been valued by John Wyatt of Geological Investigation Pty Ltd. A copy of the valuation is attached to this report. It is noted that John Wyatt values the tenements to be acquired at between $1.3 million and $27.41 million with a preferred value of $7.75 million.

Rothsay has determined whether the offer is fair by comparing the underlying value of Orange Hills assets in the context of the shares on issue prior to the initial public offer. Our methodology for the value of Orange Hills assets is described in the section titled fair value and relies upon the Independent Experts Valuation of Orange Hills tenements prepared by Geological Investigation Pty Ltd.

We have also considered the following in determining whether the offer is reasonable.

the likely market price and liquidity of Orange Hills shares;
the likely market price and liquidity of the Company’ shares if it were to underwrite Orange Hills initial public offer to the maximum amount;
the likelihood of Orange Hills reimbursing the Company for the costs of Orange Hills’ Initial Public Offer and admission to the official list of the ASX; and
other advantages and disadvantages for Iron Mountain Mining shareholders in approving the proposed transaction.

SOURCES OF INFORMATION

In forming our opinion as to the proposed transactions we have considered information including:

Independent Experts Valuation of Orange Hills tenements prepared by Geological Investigation Services Pty Ltd;
audited financial statements of Iron Mountain Mining for the year ended 30 June 2010;
audit reviewed financial statements of Iron Mountain Mining for the half year ended 31 December 2009;
the recent ASX trading price and volumes of Iron Mountain Mining shares;
releases by Iron Mountain Mining to the ASX including the June 2010 quarterly report; and
draft notices of meeting and explanatory memorandum to be dispatched to Iron Mountain Mining shareholders regarding the proposed underwriting of Orange Hills initial public offer.

In preparing this report we have reviewed the information described above as well as other published and unpublished information. We had discussions with the directors of Iron Mountain Mining concerning the proposed underwriting of Orange Hills initial public offer and funding of the costs of Orange Hills’ Initial Public Offer and admission to the official list of the ASX and the assets and liabilities of the company.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

The statements and opinions contained in our report are given in good faith and upon reasonable grounds in the belief that such statements are not false, misleading or incomplete. We have considered explanations given to us in our discussions with the directors and senior management of Iron Mountain Mining. Whilst we have no reason to doubt the accuracy of any information provided to us or that any material information has been withheld from us or is incomplete, we have not independently verified the information.

BACKGROUND

Corporate History

Iron Mountain Mining is a company listed on the ASX whose principal historical activity has been as a mineral explorer.

Further information on the operations of the company is available from the annual accounts which are available from the company and announcements made to the ASX.

Share structure

The issue of the Options and Shares in Orange Hills to the Company will be made on or before the time of Orange Hills admission to the official list of the ASX.

The issued capital of the Company as that this time and assuming no other Shares are issued by the Company, comprises 122,086,881 Shares.

The Company has proposed to issue 14,000,000 fully paid ordinary shares in the Company to United Orogen Limited as part consideration for the Company’s purchase of property situate at and known as 113 Mackie Street, Victoria Park. This proposal is subject to shareholder approval at a general meeting to be held on 3 December 2010.

Directors

Simon England Robert Sebek Zhukov Pervan David Zohar

The interest of Directors in securities of the company are detailed in the 2010 Annual Report.

FAIR VALUE

For the purpose of assessing fairness to Iron Mountain Mining shareholders, a value needs to be attributed to the consideration offered by Orange Hills Limited, being the value of the on market transactions and the assets to be acquired. The value of a company's shares is usually determined by reference to both asset values and the consistency and quality of earnings. In this regard we have considered the following valuation methodologies.

The value of shares in Orange Hills based on the asset backing method

This method considers the realisable value of Orange Hills assets by sale as a going concern or, alternatively, realisation of individual assets by orderly disposal or liquidation.

The value of shares in Orange Hills based on the capitalisation of future maintainable earnings method

This method requires estimation of the company's future maintainable earnings given historic and forecast performance, then determination of an appropriate capitalisation rate (or price/earnings ratio factor) to reflect the purchaser's assessment of risk and return factors.

The discounted cash flow valuation method which discounts future cash flows to current values by recognising risk and time value of money aspects

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

Fair Market Value is commonly defined as:

“The price which would be negotiated in an open and unrestricted market between a knowledgeable, willing but not anxious buyer and a knowledgeable, willing but not anxious seller acting at arm’s-length.”

VALUE OF ORANGE HILLS SHARES

Asset Backing Method

The Independent Experts Valuation of Orange Hills tenements prepared by Geological Investments Pty Ltd sets out for the Orange Hills’ tenements an assigned valuation range of $1.3 million and $27.41 million with a preferred value of $7.75 million.

The issued capital of Orange Hills as of the date of this report and assuming no other shares are issued by Orange Hills comprises 35 million shares and 33 million options. Prior to any initial public offer for Orange Hills the following additional securities will be issued:

4 million shares to the vendors of mining tenements to be acquired by Orange Hills; and
assuming that the proposed transaction is approved by the shareholders 20 million options to the Company.

If the additional shares as set out above are distributed the issued capital of Orange Hills will, assuming no other shares are issued by Orange Hills, comprise 39 million shares in Orange Hills.

Using the preferred value of the Orange Hills tenements of $7.75 million and the total of all shares issued prior to Initial Public Offer (39 million shares) we have calculated the value of shares in Orange Hills based on the asset backing method as follows:

(PV - L) ÷ Issued Shares = AB value of shares

Where:

AB value of shares = asset backing method valuation of share price;

Issued Shares = total of all shares issued prior to Initial Public Offer (39 million)

L = Orange Hills liabilities which include costs in acquiring the tenements and the estimated costs of the Initial Public Offer and admission to the official list of the ASX ($641,000)

PV = preferred value of tenements ($7.75 million)

Being:

($7.75 million - $641,000) ÷ 39 million = 18.23 cents

The Company pursuant to the Underwriting Agreement may be obliged to underwrite the Initial Public Offer to a maximum value of $1,500,000.00 which at the market value of 20 cents per share equates to 7,500,000 shares. The asset backing valuation of these shares would be $1,367,250.00.

Value of Options

The Company pursuant to the Underwriting Agreement is to be issued 20 million options in Orange Hills. Applying the Black Scholes model for the valuation of options in Orange Hills on the terms to be provided to the Company and on the following assumptions:

(a) strike price – 20 cents;

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

(b) share price – 20 cents;
(c) risk free interest rate – 5 per cent;
(d) volatility – 50 per cent; and
(e) time (days) – 1,300.

the value of the options is 8 cents each.

Market value is influenced by the market's perception of many factors including the value of assets, the industry in which the company operates, managerial skills within the company and future expectations for the company. These market perceptions can change significantly over a relatively short period of time and are also significantly influenced by supply and demand for the shares.

The Black Scholes model values the 20 million options in Orange Hills to be issued to the Company at $1,600,000.00.

The market value of Orange Hills shares is therefore assessed to be 18.23 cents and the value of the options 8 cents.

Capitalisation of Earnings

Given the nature of Orange Hills operations, there is no expectation of operating profits in the foreseeable future. Accordingly, there is no basis for arriving at a value of Orange Hills based on capitalisation of future maintainable earnings.

Research Analyst Valuations

We are not aware of any research analyst publications that would provide assistance in determining the value attaching to Orange Hills shares.

Conclusion on the Value of Orange Hills Shares

In our opinion the most appropriate value of Orange Hills shares based on review of the above methodologies is the asset backing method.

We note that the net asset backing based on the Independent Experts Valuation of Orange Hills tenements preferred value is 18.23 cents per share.

It is not unusual for companies to trade at either a premium or discount to their net assets backing. Investors' willingness to gain exposure to activities based on their potential to outperform the fundamental value of the company through either new developments or hope of commercial success may contribute to the premium. The converse argument applies for a discount.

In addition to this the Company is to be issued 20 million options in Orange Hills. We note the Black Scholes model values these options at 8 cents per share or $1,600,000.00 for the 20 million options.

Notwithstanding the Company may pursuant to the Underwriting Agreement purchase shares in Original Hills at a price in excess of the asset backing valuation the value of the 20 million options that the Company is to be issued mitigate any potential difference in price between the market value and the asset backing value of the Orange Hills shares.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

CONCLUSION AS TO FAIRNESS OF THE TRANSACTIONS

In our opinion the proposed transaction may be considered fair as the value of the assets to be acquired may be greater than the consideration.

OTHER CONSIDERATIONS

Share Price of Iron Mountain Mining if the Issue is Rejected

If the issue is rejected by shareholders, Iron Mountain Mining shares are likely to trade in their current band based on the markets' assessment of factors affecting the company.

Escrow

We understand the shares to be issued will be not be escrowed.

Intentions

We understand that Orange Hills intends to pursue the development of the exploration properties into the development phase.

Advantages

Shareholders in the Company are to be afforded priority entitlement to up to 5 million shares in Orange Hills Resources Limited to be allocated on a first come first served basis.

The Company as a significant option holder in Orange Hills will be in a position to exercise any number of its options on or before 30 November 2015.

Disadvantages

Future capital raisings to meet exploration commitments may dilute shareholder interests.

There is a risk that Orange Hills does not reimburse the Company for the costs of Orange Hills’ Initial Public Offer and admission to the official list of the ASX.

CONCLUSION AS TO REASONABLENESS

We have considered the advantages and disadvantages set out above and in our view the advantages outweigh the disadvantages and it is our opinion that the proposal to enter into the Underwriting Agreement in terms of the transaction is reasonable to the non-associated shareholders.

PREMIUM FOR CONTROL

When considering transactions involving a significant equity holding of a company it is appropriate to address whether a premium for control should attach to the transaction. The circumstances of each transaction and the prevailing economic conditions can impact significantly on the control premium paid.

AUTHOR

Rothsay Consulting Services Pty Ltd ("Rothsay") is the corporate consulting arm of Rothsay Chartered Accountants and has experience in providing advice on mergers and acquisitions for listed companies.

Graham Rothsay Swan is a Fellow of the Institute of Chartered Accountants with a Bachelor of Economics and was primarily responsible for the preparation of this report and he has experience in preparing expert's reports under the Corporations Law, ASX listing rules and ASIC statements and releases.

There are no pecuniary or other interests which could be regarded as being capable of affecting the ability of the author to give an unbiased opinion in respect of the matters raised in this report.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

DECLARATION OF INTEREST

Rothsay has no interest in Orange Hills or Iron Mountain Mining and does not have any relationship with any company or any person associated with either of these entities.

The fee received for the preparation for this report is based on normal professional rates and is not dependent on the outcome of the proposal. With the exception of this fee Rothsay has not received and will not receive any pecuniary or other benefits whether directly or indirectly, in connection with the preparation of this report.

The report does not serve any purpose other than as an expression of our opinion as to the fairness and reasonableness of the transaction to be put forward to Iron Mountain Mining shareholders. It is not intended that this report should be used for any purpose other than to accompany the Explanatory Memorandum to Shareholders of Iron Mountain Mining and the report is for the benefit only of those persons expressly entitled to receive a copy of the report.

Recognising that Rothsay may rely on information provided by Iron Mountain Mining and its officers (save whether it would not be reasonable to rely on the information having regard to Rothsay's experience and qualifications) Iron Mountain Mining has agreed:

To make no claim by it or its officers against Rothsay to recover any loss or damage which Iron Mountain Mining may suffer as a result of reasonable reliance by Rothsay on the information provided by Iron Mountain Mining.
To indemnify Rothsay against any claim arising (wholly or ill part) from Iron Mountain Mining or any of its officers providing Rothsay any false or misleading information or in the failure of Iron Mountain Mining or its offices in providing material information except where the claim has arisen as a result of wilful misconduct or negligence by Rothsay.
A draft of this report was presented to Iron Mountain Mining's Directors for a review of factual information contained in the report. Comments received relating to factual matters were taken into account, however the valuation methodologies and conclusions did not alter.
We consent to the inclusion of this report in the form and context in which it appears in the information memorandum.
We estimate a fee of $4,400 will be charged for the preparation of this report.

Rothsay Consulting Services Pty Ltd

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Graham R Swan Director

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

GEOLOGICAL INVESTIGATIONS PTY LTD ABN 69 008 727 820

INDEPENDENT VALUATION

FOR

ORANGE HILLS RESOURCES

MINERAL PROSPECTS

CAPE LONDONDERRY - E80/4372 VANSITTART - E80/4434 MT LEEMING - E80/4243 - E80/4439 LAWLEY - E80/4435

NORTH KIMBERLEY MINERAL FIELD

WESTERN AUSTRALIA

VALUATION DATE – 29th NOVEMBER 2010

JOHN D WYATT PRINCIPAL GEOLOGICAL INVESTIGATIONS PTY LTD

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

4 Minim Close Mosman Park Western Australia 6012 Phone: (08) 9384 2432 Fax: (08) 9284 2432 Email: [email protected]

The Directors Orange Hills Resources

29 November 2010

INDEPENDENT EXPERT’S VALUATION OF E80/4372, E80/4434, E80/4243, E80/4439, and E80/4435

NORTH KIMBERLEY MINERAL FIELD - WESTERN AUSTRALIA

Dear Sirs,

At the request of Orange Hills Resources (Orange Hills), this report provides an Independent opinion as to the cash value of mineral prospects located in the North Kimberley Mineral Field, Western Australia.

It has been prepared by John Wyatt of Geological Investigations Pty Ltd (GI) in accordance with the requirements of the Valmin (2005) and JORC (2004) Codes as adopted by The Australasian Institute of Mining and Metallurgy (The Aus.IMM).

The preferred valuation assigned is $ 7.75M

This valuation is valid as at 29 November 2010 and provides the author’s opinion as to the worth of the mineral assets at this date. The valuation may change over time as a result of varying economic, market demand, fluctuating metal prices or other factors. The valuation may also be affected by the success or otherwise of any mineral exploration that is conducted either on the properties concerned or by other explorers on prospects nearby. The valuation may also change following consideration of exploration data not in the public domain that may not have been made available to the author, especially Broken Hill Propriety Limited’s 1967 exploration report (unpublished).

In order to form an opinion as to the value of any property, it is necessary to make assumptions as to certain future events that may as yet not be evident. All reasonable care has been taken in addressing these assumptions to ensure that they are appropriate to the case.

Any such assumptions are based on the author’s technical training and experience in the mining industry and as such represent the author’s professional opinion formed at the time of this report.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

Geological Investigations has been advised that ELs 80/4372, 80/4243, 80/4434 and 80/4435 were acquired at a cash cost of $136,000 plus GST, plus 4 million nominally priced shares in escrow for 2 years, together with a royalty of 1.5% on future production derived from the leases. E80/4439 was acquired at a cash cost of $6,001 together with a royalty of 2% of the net smelter return from minerals produced from the tenement.

The valuation presented in this document is restricted to a statement of the fair value of the tenement package and as such is an estimate of the amount of money, or cash equivalent, which would be likely to change hands between a willing buyer and a willing seller in an arm’s length transaction, wherein each party had acted knowledgeably, prudently and without compulsion. This is the required basis for the estimation to be in accordance with the provisions of the JORC Code (December 2004).

There are a number of accepted procedures for establishing the value of mineral properties with the method selected depending on the circumstances of the property and its degree of development. For example, with a project in the earliest stages of exploration, the empirical method based on comparison of the price paid for a similar property in the same area having comparable geology and potential may be appropriate. For a property having identified resources or reserves, the net present value of discounted cash flows would be more appropriate. The Valmin Code identifies the following methods of valuing mineral assets that include:-

Discounted cash flow
Joint venture and farm-in terms for arms length transactions
Precedents from similar asset sales/valuations
Multiples of exploration expenditure
Ratings systems related to perceived prospectivity
Empirical Method (Yardstick – Real Estate)

In the absence of any reported JORC – compliant resources, apart from inferred tonnages estimated by others, the discounted cash flow method is not applicable. For the Cape Londonderry, Vansittart and Lawley prospects that have been the subject of only reconnaissance exploration eg. rock chip and soil sampling, their perceived prospectivity has been used in estimating a value. For the Mt Leeming Prospect the results of more detailed exploration by others, both past and current that provided estimates of resource tonnages (albeit JORC noncompliant), have been assessed.

1. Empirical (Yardstick) Method

The market value determinations may be made in accordance with the Independent Expert’s knowledge of the particular property. This may include a discount applied to values arrived at by way of consideration of conceptual target models of the area. The market value may also be rated in terms of dollar value per unit area or dollar value of the estimated resource in the ground.

This method considers the range of values that can be assigned to an exploration property based on the current market price worth of similar (equivalent) properties, existing or previous joint venture and/or sales agreements, geological potential, resource potential and the current value of recognised areas of mineralisation. These methods are termed “Yardstick” or “Real Estate” assessments of the prospects worth.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

Both methods are inherently subjective and arrive at a valuation range based on technical considerations and the informed opinion of the valuer.

2. Joint Venture Terms

The terms of a proposed joint venture agreement may be used to provide a market value based upon the amount an incoming partner is prepared to spend to earn an interest in part or all of the property. This supposes some form of subjectivity on the part of the incoming party when grass roots properties are involved.

3. Similar Transactions

When commercial transactions concerning properties in similar circumstances have recently occurred, the market value precedent may be applied in part or in full to the property under consideration.

4. Multiple of Exploration Expenditure

The multiple of exploration expenditure method (MEE) can be used whereby a subjective factor (also called the Prospectivity Enhancement Multiplier or PEM) based on previous expenditure on a tenement with or without future committed exploration expenditure is used to establish a base value from which the effectiveness of exploration can be assessed. Where exploration has produced documented positive results a MEE multiplier can be selected that takes into account the valuer’s judgement of the prospectivity of the tenement and the worth of the database.

Alternatively, the assessed value of the available data based on its replacement cost provides a guide to the worth of the mineral property. Exploration results may be either positive or negative, in which case they may downgrade the potential and as such the worth of the project.

5. Ratings System of the Prospectivity (Kilburn)

This is a rating method based on the basic acquisition cost (BAC) of the tenement that applies incremental, fractional or integer ratings to a BAC cost with respect to various Prospectivity factors to derive a value. Under the Kilburn method the valuer assess four key technical factors which either enhance, downgrade or have no impact on the value of the property. The factors are then applied serially to the BAC of each tenement in order to derive a value for the property. The factors used are; off-property attributes on-property attributes, anomalies and geology. A fifth factor that may be applied is the current state of the metals market.

The aims of the various valuation methods are to provide an independent opinion as to the ‘fair value’ for the property under consideration and further, to provide as much detail as possible as to the manner in which the value is reached. It is necessarily subjective according to the degree of risk perceived by the property valuer in addition to all other commercial considerations. Efforts to construct a transparent valuation using sophisticated financial models are still hindered by the nature of the original assumptions

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

where a known resource exists and are not applicable to properties without an identified resource.

The assigned valuation ranges proposed in this report are largely based on information provided by IMM, together with independent examination of available open file reports held by the WA Department of Mines and Petroleum.

Site visits were not made to the project areas because of their remoteness. However the author’s general knowledge of the locations and absence of JORC-compliant identified resources indicated that onsite inspections at this time were not warranted.

In assigning a valuation range to the Company’s four mineral prospects, consideration was given to the following:-

Remoteness of the prospect and lack current of infrastructure, especially an operating port facility and secure all-weather access.
Perceived environmental sensitivity concerning damage to both flora and fauna in what by some is seen to be a pristine area. Reportedly, one overseas joint venture partner, NorskHydro withdrew from bauxite exploration of the Mitchell Plateau because of environmental concerns. However, air photo and Landsat imagery examination of the Company’s prospects reveal that a great deal of the ground applied for has only sparse vegetation and extensive rocky outcrop.
Native Title issues relating to the possibility of restricted access to proposed mining areas situated in Aboriginal Reserves. However, a review of Cape Alumina Pty Ltd exploration reports relating to the Mt Leeming prospect area make special reference to the close relationship that was established with Indigenous peoples and their whole-hearted acceptance of the planned exploration programmes that in some instances would involve entry into indigenous peoples reserves.
Metal prices, Cape Alumina Investor Presentation 2008, and both current and future predictions for future world demand for aluminium.
Identification by others of both base and precious metal mineralisation within the Company’s prospect areas, especially Mt Leeming where there have reports on the presence of significant bauxite resources, namely between 7.2 to 13.7 million tonnes grading 30% AL2O3 with 10.8% reactive silica. The comprehensive exploration programme planned by Orange Hill Resources for both their prospect areas in the Mt Leeming area is expected to confirm and hopefully substantially increase these estimated mineralisation tonnages.

John Wyatt is an independent consulting geologist with more than 50 years’ experience in mineral exploration and evaluation both in Australia and overseas, having relevant experience and competence to be considered an Expert under the definitions of the Valmin Code. The writer warrants that neither he nor GI have any interest in Orange Hills or the mineral properties referred to in this report nor in any other Orange Hill asset.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

Fees for the preparation of this valuation report are charged at current commercial rates together with expenses at cost for a total of $13,100.

Payment for these fees and expenses is not contingent upon the conclusions reached in this report.

GI has provided consent for the inclusion of this valuation and information for the ASX reporting requirements and in the form and context in which this information appears.

Yours faithfully,

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JD Wyatt Principal Geological Investigations Pty Ltd

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PROJECT SUMMARY

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

The Company is in the process of acquiring, a portfolio of mineral exploration projects either prospective for, or having, identified bauxite, gold and base metal mineralisation in Western Australia.

Some of these areas, for example Mt Leeming, in the North Kimberley region of Western Australia, contain identified bauxite mineralisation, whilst others based on their geology are believed to have potential for gold, diamonds, and base metal mineralisation.

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WESTERN AUSTRALIA

CAPE LONDONDERRY – E80/4372

At Cape Londonderry Proterozoic-aged King Leopold Sandstone and Carson Volcanic rock sequences are prospective for both gold and alumina.

Reconnaissance exploration by others has identified gold and volcanic-hosted sulphide mineralisation, in prospective rock sequences that occur within the tenement area whilst sampling by BHP in 1967 of Carson Volcanics elsewhere in the Mitchell Plateau and at Mt Leeming identified anomalous bauxite mineralisation. Exploration of known gold occurrences by others suggests that the Cape Londonderry

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

Prospect may be located at the northeastern end of a postulated northeasterly trending gold-corridor believed to be at least 25kms wide and some 100kms in length (Figure 6).

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VANSITTART – E80/4434

The Vansittart Prospect is believed to be prospective for gold hosted by King Leopold Sandstone and possibly base metals in the Hart Dolerite, where hydrothermal veins elsewhere in that rock sequence reportedly contain identified, polymetallic (gold, silver and base metal) mineralisation.

Extensive areas of the Hart Dolerite surround the prospect and detailed exploration is warranted in the search for these prospective rock sequences within the Company’s tenement area.

The Vansittart Prospect reportedly contains gold identified by others and is located at the south-eastern part of the same postulated gold corridor that is believed to extend from Cape Londonderry southwesterly to the Vansittart and Lawley project areas to the Admiralty Gulf (Figures 3, 5 and 6).

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

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MT LEEMING – E80/4243, E80/4439

At Mt Leeming, reconnaissance exploration by others, between 1965 and 2007, has identified significant lateritic bauxite minerals hosted by Carson Volcanic rock sequences that have been variably assessed to contain between 7Mt (Cape Alumina -2004) to as much as 350Mt (BHP – 1967) of 30% AI2O3 (Figures 4).

To date, only limited sampling and assessment has been carried out and varying resource tonnages and grades have been established. The most recent resource estimates by Aldoga/Cape Alumina Pty Ltd in 2004, refer to an Inferred Resource between 7.2Mt – 13.7Mt, and, given that the first edition of the JORC Code was published in 1989, it is assumed that these tonnages were JORC-compliant. Although, with the North Kimberley Region already assessed and still being actively explored by others adjacent to Mt Leeming (West Kalumburu, Couchman Range and Grass Hills), the prospectivity of the project area is proven and more detailed exploration and sampling is warranted.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

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LAWLEY – E80/4435

The geological setting of the Lawley Prospect comprises King Leopold Sandstone rock sequences prospective for both gold and diamonds.

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

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

Iron Mountain Mining Limited

Explanatory Statement to Notice of General Meeting

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Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

WEST AUSTRALIAN NORTH KIMBERLEY PROJECTS

KIMBERLEY MINERAL FIELD

E80/4372, E80/4434, E80/4243 and E80/4439, E80/4435

CAPE LONDONDERRY PROSPECT

E80/4372

Location and Access

The Cape Londonderry Prospect is located in the northernmost part of the North Kimberley Bauxite Province, centred some 70kms northeast of Kalumburu Mission, partly within the Kalumburu Aboriginal Reserve (Figures 2 and 6).

Access would best be effected either by helicopter traverses from a base camp located at Kalumburu, or by sea, where a small sandy cove and drainage channels will allow limited access.

There are no obvious tracks or roads visible within the prospect area.

Tenement Details

Tenement No	Date Registered	Area Grat. Blocks	Expenditure Commitment	Tenement Holder
E80/4372	06.11.2009	87		50% T.V. Tatterson 50% Geotech International PtyLtd

Local Geological Setting

The geology of the prospect area comprises Proterozoic Kimberley Group King Leopold Sandstone that underlies the western side of the project area with Carson Volcanics underlying the eastern side of the project area.

Miscellaneous discrete areas of Tertiary-aged ferruginous laterite, Quaternary alluvium and Cainozoic sandy and red brown volcanic soils cover the remainder of the prospect (Figure 2).

Prospectivity and Mineralisation

The Cape Londonderry Prospect has been the subject of exploration by others and in particular BHP and CRA, who carried out reconnaissance sampling for bauxite within E80/2960 in the mid-1960’s.

The results of their work are detailed in a report titled “Exploration of Bauxite Deposits in the Kimberley Division, WA’” (unpublished 1968). Application has been made to BHP for the release of this document but without success. Thirteen BHP sample locations fall within Orange Hills Cape Londonderry project area, with some one-third of E80/4372 mapped as being underlain by Carson Volcanic rock sequences that are known hosts for bauxite mineralisation.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

No results of BHP’s sampling have been sighted.

In addition to bauxite, the area is reportedly prospective for gold, diamonds and stratabound volcanic sedimentary (VMS) mineralisation ( Ruddock, 2003).

Stream sediment sampling by the vendors has reportedly identified a number of gold anomalies in similar geological environments to the southwest of E80/4372, in what was described as a gold mineralised corridor (Geotech International/T. Tatterson, 2009, see Figure 6).

Based on this evidence together with the reports by others that confirmed the occurrence of alluvial gold mineralisation possibly sourced from auriferous quartz veins in the Carson Volcanics, more detailed exploration is believed to be warranted.

Valuation Assessment

In the absence of any identified resource tonnages and lack of any confirmed exploration data, the Cape Londonderry Prospect has been conservatively valued by way of the least reliable Empirical (Yardstick) method.

Of relevance is the possibility that the prospect may be located at the northeastern end of a postulated (but not proven) gold mineralised corridor, adjacent to and north-northwest of the North Kimberley diamond field and having a geological setting comprising Carson Volcanics and King Leopold Sandstone rock sequences, that elsewhere in the mineral field are host to both base and precious metal mineralisation.

There are no significant mineral occurrences reported within the Cape Londonderry project area, however exploration by BHP in the 1960’s reportedly took 13 samples from within E80/4372. BHP’s geological report is classified as unpublished and no results have been sighted.

In the absence of any proven mineralisation and based solely on the reported occurrence of prospective Carson Volcanic rock sequences (that elsewhere host extensive bauxite mineralisation) the prospect has been assigned a base value of $200,000 together with an additional amount of $200,000 for its perceived prospectivity. This amount includes the committed expenditure of $100,000 per annum, if and when the tenement application is granted.

Whereas the nearby North Kimberley Diamond Field has a similar geological setting to the Company’s E80/4372, namely King Leopold Sandstone, no additional value has been assigned for the project’s diamond potential .

Because E80/4372 falls within a postulated gold corridor and contains suitably prospective rock sequences an additional $100,000 has been added to the valuation, for an upper range of $500,000.

Assigned valuation range

$0.2M - $0.5M

Preferred value

$0.4M

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

VANSITTART PROSPECT

E80/4434

Location and Access

The Vansittart Prospect is located some 40kms due west of Kalumburu Mission, in the northwestern corner of the North Kimberley region, Western Australia, adjacent to Admiralty Gulf.

The prospect falls within the Kalumburu Aboriginal Reserve and extends along its northern boundary (Figure 3).

The area is remote and until a road has been constructed any access, other than by helicopter, will be difficult.

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

Tenement Details

Tenement No	Date Registered	Area Grat. Blocks	Expenditure Commitment	Tenement Holder
E80/4434	07.04.2010	10		T. Tatterson P. Askins

Local Geological Setting

The local geological setting comprises extensive and relatively bare, prominently jointed, King Leopold Sandstone that is intruded by dolerite, either close to or along its western and southern boundaries (Figure 3).

Major east-west and north-south trending, jointing is common, together with abundant, but less prominent, cross- jointing.

Prospectivity and Mineralisation

The Vansittart Prospect is believed to be prospective for gold and possibly diamonds (Figure 3 and 6).

Exploration by others report on the presence of anomalous gold values and microdiamond occurrences, within the postulated gold mineralised corridor that extends northeast-southwest, along a line between E80/4372 and E80/4434 (Figure 6).

Whilst speculative at this time, it is believed that this evidence of mineralisation warrants more detailed exploration.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

Valuation Assessment

The Vansittart Prospect is located southwest of Cape Londonderry within the same inferred gold corridor and with a similar geological setting, namely King Leopold Sandstone sequences, that on the basis of exploration by others, hosts gold mineralisation.

The prospect area is much smaller than Cape Londonderry; however it has been the subject of reconnaissance stream sampling by others that detected anomalous gold values.

The base value for this relatively small tenement is assigned at $50,000 with a further $50,000 for prospectivity. This amount includes committed annual expenditure of $20,000 once the application is granted.

In the absence of other than anomalous gold mineralisation the prospect has been subjectively valued within the range

Assigned valuation range

$0.1M - $0.2M

Preferred value

$0.15M

MT LEEMING

E80/4243, E80/4439

Location and Access

The Mt Leeming bauxite prospect is located in the North Kimberley area, about 10kms south of Mt Leeming, between the Carson and King Edward Rivers (Figure 4).

Access from Kalumburu Mission, situated some 40kms to the north, is by way of the Gibb River – Kalumburu Road that passes the prospect area to the west. Tenement access is largely overland and by way of reported drilling access road constructed in 2004, by bauxite explorer Aldoga/Cape Alumina Pty Ltd, carried out reconnaissance exploration.

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

The refurbished, 2,42km long Truscott airstrip, located on Anjo Peninsula, is some 65km to the north of E80/4243.

Access during the wet-season is frequently restricted by river flooding.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

Tenement Details

Tenement No	Date Registered	Area Grat. Blocks	Expenditure Commitment	Tenement Holder
E80/4243	03/04/2009	54		T. Tatterson P. Askins
E80/4439	21/04/2010	42		Swancove Enterprises PtyLtd

Local Geological Setting (After Summers S., 2005)

The project tenements are largely underlain by Palaeo-proterozoic Kimberley Group, Carson Volcanic rock sequences, on which occur irregular outcrops of bauxite-rich laterite (Figure 4).

The bauxite reportedly generally forms a continuous layer commonly separated by clay-filled interstices. At depth the percentage of clay usually increases and the bauxite occurs as boulders embedded in clay.

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

The maximum thickness of the alumina-rich zone is reported to be around 7m, with the better grade material commonly found in the upper 5m.

The deposits are flat-topped and with a variable vegetative cover.

The surface generally comprises bauxitic iron-rich rubble with a thin soil profile that is reportedly only a few tens of centimetres thick.

Past Exploration and Investigations (After Summer S., 2005)

Previous Work

In 1965, American Metals Climax, Inc (“AMAX”) conducted a reconnaissance exploration programme in northern Western Australia that located bauxite at Mitchell Plateau and Cape Bougainville. Bauxite was then also identified in the Kalumburu area in 1967 during exploration by BHP. BHP held two groups of tenements comprising 62 claims, each 122ha in area. These claims covered irregular bauxite deposits which occurred as plateau remnants and like the Mitchell Plateau, they were derived from Carson Volcanics. The BHP deposits were referred to as the West Kalumburu and Mt Leeming bauxites. BHP eventually discontinued exploration and did not calculate a resource. In 1980, Pacific Exploration Consultants Pty Ltd reviewed the BHP/AMAX data and estimated a bauxite resource in excess of 340 million tonnes for Mt Leeming deposits.

Exploration of the bauxite was by drilling, shallow bulldozed costeans and hand dug pits that penetrated the full bauxite profile. The bauxite was found to be predominantly gibbsite and was considered to be suitable for treatment via the Bayer Process. Grades of bauxite concentrate from the scrubbed and screened (>1/16”) product returned average results of:

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

46.1% total alumina
37.2% 180°C alumina
33.5% 143°C alumina, 25% Fe203
5% total silica of which only 0.3% was a reactive silica

The Mt Leeming metallurgical test work completed by BHP, although limited to 27.4 square kilometres ,was reportedly very successful producing a significantly enhanced bauxite grade(UMC 2007). However ,it was suggested by United Minerals Corporation NL ., that there were insufficient test pits examined by BHP to produce a reliable geological picture of the extent of the better quality bauxite.

The BHP Kimberley Bauxite Project deposits were tested by 50 pits spaced approximately 500m apart. Pitting was restricted to the larger deposits. Pit spoil was collected and the samples then dry screened and mostly separated into -37.5mm + 6.25mm and -6.25mm for analyses of total alumina and total silica. The 50 pits were tested in part for total AI2O3, available AI2O3 at 143°C, available AI2O3 at 180°C, total SiO2, reactive SiO2, as well as quartz, iron and ignition loss. Much of the results of the test work are not complete in the available files.

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

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

Summary of BHP Test Work

The test work by BHP was summarised as follows:-

Resource assessment was dependent on 19 pits hand-sunk through the bauxite profile;
Pits were 1.5m by 1m in size and averaged 6.5m deep;
Pit spacing was on a grid system with pits 500m apart;
Maximum depth to base of profile was 9m;
The profile included sections that were hard and bouldery and the pits had to be blasted so that material greater than 40mm was used for test work;
Dozing of costeans with a D6 dozer was attempted but only succeeded where the hard horizon had been stripped by erosion;

Not all the bauxite areas were sampled and assaying and testing for available alumina was not carried out on all samples.

Summary of BHP Metallurgical Studies

The best indication of overall quality came from BHP Scrubbing Test report, which used a split from a composite sample from seven pits. The Mt Leeming C – Deposit was best represented by this work. It is probable that these results were not representative because of the reconnaissance nature of the sampling programme.

The bauxite formations were defined as massive and bouldery creamy-brown bauxites with accessory limonite, goethite, hematite and kaolin. The BHP metallurgical sample was a bulk composite pit sample of approximately 9t. It was not known how representative this sample was of the two deposits.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

Aldoga/Cape Alumina Exploration

In 2004, Aldoga/Cape Alumina Pty Ltd carried out a check reconnaissance sampling of their Mt Leeming project area E80/3528 ( the original BHP ground), that also approximately covers Orange Hills E80/4243. E80/4439 located adjacent to and north of E80/4243 and apparently relatively untested contains a number of areas of bauxitic laterite developed over Carson Volcanics.

Drilling

Aldoga reportedly drilled 80 holes at Mt Leeming for a total of 660.5m. Most holes were terminated at 9m except where they were clearly in basal clays. Air core was used in all holes except in the rare instance of very hard ironstone occurring down hole, which required an RC hammer. The 90mm aircore bit produced sufficient coarse chips, commonly in the 5 to 30mm size range to permit good visual logging whereas the hammer produced mainly fine dust. The maximum performance recorded was 20 holes in one day.

Costeans and Bulk Samples

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

Samples from each hole, comprising five 25 litre drums filled from each of the four vertical 1m intervals down the pit, were collected for metallurgical testing. One further 25 litre drum of handpicked lump specimens was collected from each 1m interval for bulk density tests.

ANALYSIS METHODOLOGY

Recoverable Alumina and Reactive Silica

Apart from samples selected for metallurgical testing and analysis, all geological samples from the drilling were assayed.

From the 1m down-hole sample splits the lab carried out the following initial processes.

Lab split off 2 x 0.5kg samples:

Laboratory Storage 0.5kg Assay Use 0.5kg, o.1kg used for acid digestion ICP assay 148° AI2O3 and reactive silica, pulp to be stored for further tests.

RESULTS REVIEW

Analytical Results

A total of 472 samples were assayed for low temperature reactive silica and alumina recoveries from the Mt Leeming drill holes. All assays are presented in the geological logs in the Appendices. At Mt Leeming, the highest alumina assay was 43.3% in Hole K80.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

The following tabulation shows the average ABEA resource grade values obtained using a 20% and 25% cut off grade for alumina.

Table 2: Comparison ABEA Resource Grade Values for Mt Leeming.

CUT OFF	ABEA	ABEA
	AI2O3	SiO2
20% alumina	26.1	11.2
25% alumina	29.9	10.8

MT LEEMING – INFERRED MINERALISATION – TABLE

CUT OFF	MILLION TONNES	A12o3%	Rx SiO2%
20%	13.7	26.1	11.2
25%	7.2	29.9	10.8

Significant differences in the tonnage estimates, namely 279 – 340 million tonnes as against 7.2 – 13.7 million tonnes, were calculated from the 1965 (BHP) and 2004 (Aldoga/Cape) reconnaissance sampling programmes.

Reviewing the two programmes of exploration, it is likely that better access, more modern equipment and more advanced geochemical analyses techniques available in 2004 could account for at least some of the differences. , Because of the relatively limited sampling and the very large areas involved I have chosen to rely on the lower figures set out in the Aldoga report. .

For example, the tenement area was approximately 75km[2] ; access was limited and the terrain difficult. BHP restricted themselves to the results from 19 pits for their tonnage estimates, whilst Aldoga/Cape used 80 aircore holes and 4 pits to test the various lateritic bauxite occurrences to arrive at their estimate. It is unlikely that these sample spacings would allow the calculation of a JORC-compliant resource tonnage under (2005) current guidelines.

The fact that the North Kimberley bauxite province is still being actively tested by others indicates that more detailed exploration of Mt Leeming is certainly warranted ,especially now that additional areas having bauxite mineralisation have been identified, nearby, for example Grass Hill and Couchman Range. Furthermore, the recently applied for E80/4439, adjacent to E80/4243, covers bauxitic laterites that have neither been explored in detail nor sampled.

If the area continues to be actively explored, and suitable infrastructure (roads and a viable port facility) can be established then even relatively small tonnages could well return a profit either, by way of toll treatment at a central treatment facility or shipment, ex-mine with minimal low-cost beneficiation.

Valuation Assessment

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

Since that time, reassessment of the project area (E80/4243) by others has confirmed, but significantly down-graded, BHP’s initial tonnage estimates from a high of 340 million tonnes

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

down to as low as Cape Alumina’s 13.7 million tonnes.

The acquisition of a further tenement, E80/4439 that covers significant areas of bauxite-prospective Carson Volcanics rock sequences, not yet explored but that are expected to result in the discovery of additional bauxite mineralisation of at least a further 10 million tonnes. This estimate is based on the area of bauxite prospective rock sequence acquired by way of E80/4439 and the results of current and past exploration by others in mineralised Carson Volcanic Rock Sequences elsewhere in the area.

Because bauxite resources have been confirmed in E80/4243 by Aldoga/Cape Alumina an ex-mine, unbeneficiated valuation range has been assigned using the following parameters:-

Cape Alumina’s 25% alumina resource tonnage namely 13. 7 million tonnes , assumed to be non JORC-compliant and therefore suitably discounted for probability by 95%. No value has been assigned at this time to the potential additional mineralisation that could be available from E80/4439.
Based on information contained in Cape Alumina’s (2008) Investor Presentation using quoted bauxite import prices to China at an estimated average price of AUD $38.50/t for beneficiated ore.
Current US/AUD exchange rate of $0.91.
Discount for probability 95%
A tenement base value of $0.3M for each of the two tenements that comprise the prospect area.
Prospectivity of Carson Volcanic rock sequences $0.2M
13.7 million tonnes beneficiated 25% alumina bauxite resource at AUD $38.50/t

Assigned valuation range

$0.8M - $26.41M

Preferred value

$7.0M

LAWLEY

E80/4435

Location and Access

The Lawley Prospect is located in the northwestern part of the North Kimberley area straddling the Drysdale – Londonderry 1:250,000 scale Geological Map Series (Figure 5).

The tenement is situated some 10kms southeast of Walsh Point on the eastern side of the Mitchell Plateau in the southernmost parts of Admiralty Gulf.

Four-wheel drive access is available by way of the Port Warrender Road, a northwesterly turnoff from the main Gibb River-Kalumburu Road.

The prospect area is essentially underlain by King Leopold Sandstone, and has only sparse vegetation.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

There is no evidence of any access tracks within actual the tenement area, and servicing of all supplies and equipment would depend on either helicopter or sea transport.

Sea access may be possible either by way of a small creek or a passage through nearby fringing mangroves, to a sandy beach and thence by way of rock-strewn slopes onto the plateau appear to be feasible (Figure 5).

Tenement Details

Tenement No	Date Registered	Area Grat. Blocks	Expenditure Commitment	Tenement Holder
E80/4435	07/04/2010	48		T. Tatterson P. Askins

Local Geological Setting

The local geology comprises prominently-jointed King Leopold Sandstone in places lateritised as outstanding hillocks. Outcrops of Hart Dolerite occur in the southern part of the prospect area.

The major joint sets associated with the sandstone rock sequences strike east-west and northeastsouthwest with numerous minor cross-jointing. Dips appear to range from steep to near vertical.

Within the tenement area there are small hillocks capped with laterite, with an elevated range of laterite capped hillocks located just east of the tenements eastern boundary. The bedding appears to be near horizontal.

Small, excised, dry, drainage channels, largely joint-controlled, traverse the area.

The number and extent of the joint-drainage system indicates that internal access of the tenement will be difficult especially for drilling equipment.

Prospectivity and Mineralisation

Exploration by others for both gold and diamonds resulted in identification of a number of gold anomalies ranging up to 5,600ppb visible gold (Figure 5 and 6).

Similar gold and diamondiferous stream sediment samples have been identified by others along a northeasterly trend zone that trends through both the Company’s Vansittart and Cape Londonderry project areas. This zone has been depicted by others on sampling maps as a possible gold mineralised corridor (Faustus Nominees Pty Ltd, 1995).

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

Orange Hills planned exploration programme will investigate, by way of data review, and more detailed stream sampling of their Lawley Prospect in an attempt to firstly confirm the presence of anomalous gold and then attempt to establish the source. Exploration of the Hart Dolerite faulted dolerite will involve the search adjacent to fault zones for contact alteration that could be sites for base and precious mineralisation.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

Proposed Development of West Kimberley Resources

In 2005, a report on the West Kimberley was commissioned by the West Australian Department of Industry and Resources within the framework of the Australian Government Regional Minerals Program (RMP). A review of this study provided the following positive information concerning the long term potential of the area.

The report refers to this extensive but relatively remote part of Australia’s northwest that contains significant but as yet, largely unexploited mineral and energy resources, within a region of great aesthetic, environmental and cultural diversity and significance.

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

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

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

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

Overall costs, estimated in 2004, were some $500 millions for gas development and between $200-$500 millions for bauxite mining and alumina refining.

Three scenarios were presented, namely modest development, medium growth and high growth with the options laid out as follows:-

Gas development options
Coastal areas northeast of Derby
Area of northern Dampier Peninsula
Area on the western side of Dampier Peninsula
Bauxite/alumina resources in the vicinity of Mitchell Plateau
Bauxite mining at Mt Leeming/Kalumburu and Mitchell plateau
Alumina refining either:

Near the mine sites at Napier Broome Bay or Admiralty Gulf

Northeast of Derby, or

On the Dampier Peninsula, or

Elsewhere in Western Australia

Other resource developments

o Lead and zinc mining recommended at Lennard Shelf and Admiralty Bay

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

Continuation and expansion of diamond mining at, or near Allendale
Iron ore mining continuing at Cockatoo Island and re-commencement of mining at Koolan Island
Production from, and development of, new fields in the Canning Basin

These scenarios define the importance of bringing gas onshore to facilitate gas and mineral processing activities, as well as the prospect of domestic gas sales, possible gas to liquids projects and a more acceptable environment for support industries and developed centres of population.

The existence of such a comprehensive proposal framework as contained in this Regional Minerals Proposal report provides valuable supporting evidence that, even in the light of possible environmental and Native Title objections to mineral exploitation in the area, reveals that development of this remote area of Western Australia has been under consideration at the highest State and Federal Government levels, and because of this allows the Orange Hills project areas, especially Mt Leeming, to be assigned the selected valuation ranges.

Valuation Assessment

The Lawley prospect is located at the southwestern end of an inferred gold corridor that extends from Cape Londonderry through Vansittart (Figure 6).

Reconnaissance exploration by others has identified Cape Leopold Sandstone sequences together with Hart Dolerite intrusive rocks.

To date anomalous gold values have been identified at 17 locations whilst base metal potential, not yet confirmed, exists in faulted Hart Dolerite outcrops.

A base value of $0.2M has been assigned to the prospect together with an additional $0.1M for its potential to host gold mineralisation.

Assigned valuation range

$0.2M - $0.3M

Preferred value

$0.2M

The combined valuation for the Company’s four prospects in the North Kimberley Mineral Field ranges from

Assigned valuation range

$1.3M - $27.41M

Preferred value

$7.75M

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

BIBLIOGRAPHY & REFERENCES

Alexander Resources Limited, 2006, Annual Report

Arcadia Minerals Ltd, 1981-1983, Company Annual Reports - EL 1011

Bates & Jackson, 1980, Glossary of Geology - American Geological Society

BHP Exploration Dept 1968 - Exploration of Bauxite Deposit, Kimberley Division W.A. (unpublished) Open File Report M537 GSWA

CRA Exploration Pty Ltd, 1986 -1989, Company Annual Reports - EL 1608

CRA Exploration Pty Ltd, 1992 -1995, Company Annual reports - EL 3386

Endeavour Resources Ltd, 1979 -1987, Company Annual Reports - EL 1279

Final Surrender Report - E80/3258, Mt Leeming - S. Summers, 2005, Cape Alumina Pty Ltd

Fraser, M., 2007/2008, Register of Australian Mining

Hocking, RM., et al. 1985, Winning Pool-Minilya 1:250,000 Geological Series, Explanatory Notes, Geological Survey of Western Australia

Hocking, RM., et al. 1987, Geology of the Carnarvon Basin, Western Australia. Bull. 133, Dept of Mines, Western Australia

Metana Minerals NL, 1988 -1989, Company Annual Reports - EL 1953

Mineral Occurrences and Exploration, Potential of the North Kimberley - Ruddock I., 2003

Mineral Occurrences and Exploration, Potential of the West Kimberley - L.V Hasson, 2010, Report 88, Dept of Industry and Resources Geological Survey of Western Australia, 2004

Report 85, Dept of Mineral Resources, Geological Survey of Western Australia

Mines & Resources Australia Pty Ltd, Company Annual Reports - EL's 3781, 3782

Northern Mining Corporation NL, 1979 -1987, Company Annual Reports - EL 1279

Playford, P.E., et al., 1990, Geology and Mineral Resources of Western Australia, Memoir 3. Geological Survey of Western Australia

Regional Minerals Programme, Developing the West Kimberley, Resources Executive Overview, 2005, Govt of Western Australia, Dept of Industry and Resources

Sanders, A.J. & McGuinness, SA, 2001, Geochemical Mapping of the Winning Pool-Minilya 1:250, 000 Regolith Geochemistry Series, GSWA Dept of Minerals & Energy

The Kimberley Basin - A New Gold Province - Hasson L.V., 2003

United Minerals Corporation N.L, 2007 - Kalumburu Bauxite Prospect, ASX Release

United Minerals Corporation N.L., 2006 - Report on Couchman and Grass Hills Bauxite Prospects, North Kimberley, Western Australia

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

Lawley

Annual Exploration Report 1995 - Faustas Nominees P/L

Annual Report, 1996 - King Edward River Project - Lental P/L

Annual Report, 2009 - United Minerals Corporation NL

Bauxite Potential of Northern Australia, 1980 - JA Earthrowl, Pacific Exploration Consultants P/L

Register of Australian Mining: - 2003 – 2004

2004 - 2005 2005 - 2006 2006 - 2007 2007 - 2008 2008 - 2009 2009 - 2010

West Kimberley and Kimberley Mineral Fields, Volumes 1 and 2 - Lental P/L

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

GLOSSARY OF TECHNICAL TERMS AND ABBREVIATIONS

A

A horizon: Upper layer in soil section containing organic matter.

AAS: Atomic absorption spectrometer; a method of assaying rocks and minerals.

Adelaidean: The youngest pat f the Proterozoic period, about 1,400 to 600 million years ago.

Aeolian: Applied to deposits transported by the wind.

Aerial photography: The taking of air photos for surveying or other purposes.

Aeromagnetics: Measurement of the earth's magnetic field from an aircraft for the purpose of recording magnetic characteristics of rocks.

Alluvial: Referring to unconsolidated stream sediments of relatively young geological age.

Alluvium: Gravel and sediment found along rivers and creeks.

Alteration Zone: Zone within which rock forming minerals have been chemically changed.

Altered: Referring to physical or chemical change in a rock or mineral subsequent to its formation.

Amphibolite: A metamorphic rock composed mainly of amphibole.

Amygdaloidal: A general name for volcanic rocks containing gas cavities filled with secondary minerals.

Andesite: A volcanic rock containing little or no quartz and composed of feldspar and one or more mafic minerals.

Ankerite: Iron rich dolomite

Anomalous: Having statistically significant higher or lower values

Anomaly: A portion of an area surveyed which is different in appearance from the area surveyed in general or containing higher or lower values than considered normal.

Anticline: An upward fold of the rock formation.

Antiform: Upward arching fold for which stratigraphic sequence is unknown.

Archaean: The oldest rocks of the Earth's crust - older than 2,400 million years.

Arkose: Feldspar rich sandstone

Arsenic: A mineral, the native element, occurring in grey masses

Arsenopyrite: Arsenic iron sulphide material

Assay: An examination of a mineral, ore or alloy to determine certain of its ingredients.

As: chemical symbol for arsenic.

Assay: An examination of a mineral, ore or alloy to determine certain of its ingredients.

ASX: Australian Stock Exchange.

Au chemical bole for gold.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

Auger: A screw-like drill designed to provide shallow soil or soft rock samples.

Auriferous: Containing gold.

B

Background Values: Average abundance of an element in an area where the concentration is not anomalous.

Basalt: A fine grained dark igneous rock, generally extrusive, composed of half feldspar and half mafic minerals.

Base metal: Non precious metal. Commonly used to refer to copper, lead and zinc.

Basement: Crustal layer of rock beneath the sedimentary strata.

Basic volcanics: Rocks of volcanic origin comparatively low in silica and rich in mafic minerals.

Basin: A depression of large size in which sediments have accumulated.

Bedding: Arrangement of individual beds or layers.

Bedrock: The slid rock underlying soil, alluvium, laterite, etc.

Belt: A zone or a band of a particular kind of rock strata exposed on the surface.

BIF: Banded Iron Formation. Tabular rock body usually consisting of alternating bands of quartz and iron rich minerals.

BLEG: Bulk leach extractable gold; chemical method of estimating the gold content of soil samples by cyanide extraction.

C

Calcareous rock: Sedimentary rock containing substantial amounts of calcium carbonate.

Calcite: Calcium carbonate.

Calcrete: Superficial gravels cemented by calcium carbonate.

Carbonate: Common mineral type consisting of carbonates of calcium, iron and/or magnesium.

Carpentarian: The middle part of the Proterozoic period.

Cassiterite: Naturally occurring oxide of tin.

Chalcopyrite: Copper iron sulphide material.

Channel sample: A continuous channel cut to a specified length in a rock exposure to provide a sample for assay purposes.

Chert: Dense flinty rock composed almost wholly of silica.

Chromite: Iron-chromium oxide mineral.

Clastics: Sediments derived from erosion of pre-existing rocks.

Colluvium: Loose and incoherent deposits usually at the foot of a slope and transported there by gravity.

Complex: An assemblage of related rock that has been intricately mixed or otherwise complicated.

Composite soil sampling: Method of analysing soil samples whereby an aggregate of

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

two or more samples are assayed together.

Conduits: Channelways.

Conglomerate: A sedimentary rock containing large rounded rock fragments.

Country rock: The enclosing rock around a body of ore.

Craton: A relatively immobile part of the earth's crust, generally of a large size

Cumulate: Rocks in layered igneous intrusions which appear to have formed by the accumulation of crystals.

D

Deformation: Process by which rocks are folded or faulted

Deposition: The precipitation of mineral matter from solution.

Diamond drilling: Method of obtaining a cylindrical core of rock by drilling with a diamond impregnated bit.

Diorite: Coarse-grained intrusive rock of intermediate composition.

Dip: The angle at which layered rocks, foliation, a fault, or other planar structures, are inclined from the horizontal.

Displacement: Relative movement of the two sides of a fault.

Disseminated: Mineral grains scattered throughout host rock.

Distal: Sediments formed far from the source area.

Dolerite: Medium-grained crystalline basalt.

Down dip: Direction which is most likely downwards on a lithological structure or surface.

Dragfold: Any fold that is a subsidiary part of a large fold.

Drainage: The process of discharge of water from an area by stream or sheet flow and removal of excess water from soil by downward flow.

Dyke: Tabular igneous intrusion cutting across the bedding or other planar structures in the country rocks.

E

EL(A): Exploration licence (application).

Electromagnetic survey (EM): Method of measuring the alternate magnetic fields associated with electrical currents artificially or naturally maintained in the subsurface.

EM: Electromagnetic survey.

Epidote: Calcium aluminium silicate mineral.

Epigenetic: A mineral deposit formed later than the enclosing rock.

Epithermal: Mineral deposit formed in faults and fractures, mainly in volcanic rocks within a bout 1 km of the Earth's surface, from low temperature hydrothermal fluids.

Extrusive: Igneous rocks that have flowed out onto the Earth's surface.

F

Facies: The general appearance or nature of one part of a rock body as contrasted with

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

other parts

Fault: A fracture in rocks along which rocks on one side have been moved relative to the rocks on the other. The movement may provide a channel for the passage of mineral bearing solutions.

Feldspar: Very abundant group of rock-forming silicate minerals in which calcium, sodium and potassium are in combination with aluminium.

Felsic: Fine grained igneous rocks with a very low content of mafic minerals.

Fold: A bend in rock strata.

Foliation: Laminated structure in rocks resulting from the parallelism of the constituent minerals or by segregation of different minerals into layers.

Fracturing: Natural or induced breaks in a rock which enhance its reservoir properties.

G

g/t : Grams per tonne - measure of gold content of rock or sample.

Gabbro: Coarse grained dark igneous rock of similar composition to basic volcanics.

Galena: Lead sulphide mineral.

Geochemical surveys: The application of methods and techniques of geochemistry, such as soil and rock sampling, in the search for minerals.

Geophysical survey: The exploration of an area in which physical properties (e.g. resistivity, conductivity, magnetic properties) unique to the rocks in the area are quantitatively measured by one or more geophysical methods.

Gossan: Rust coloured oxidized or weathered capping or staining of a mineral deposit generally formed by the decomposition of metallic sulphides.

Grade: Quantity of gold or other metal per unit weight of host rock or sample.

Granite: Coarse gained igneous crystalline rock with a high silica content.

Grassroots: Mineral exploration program in an area not previously tested for the mineral sought or exploration undertaken before drilling targets have been identified.

Gravity survey: Survey in which measurements are made of the earth's gravity. The differences between measured and theoretical gravity values are used to plot gravity highs and lows.

Greenstone: Field term for any fine grained mafic igneous rock.

Greywacke: Sedimentary rock composed of fragments which are poorly sorted with respect to size and shape.

H

Heavy Minerals (HM): Minerals with a high specific gravity.

Host rock: Rock containing mineralisation.

Hydrothermal alteration: The alteration of rocks caused by circulating fluids.

Hydrothermal gold: Gold deposited from hot fluids.

I

Intracratonic: Situated within a stable continental region.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

Intrusive: A rock that has intruded previously existing rocks.

IP: Induced polarisation. Method of ground geophysical surveying which employs the passing of an electrical current into the ground to test for indications of conductive metallic sulphides.

Igneous: Rocks formed by solidification from the molten state.

Illite: A general name for a group of clay minerals intermediate in composition and structure between muscovite and montmorillonite.

Ilmenite: An iron-black, opaque mineral, the principal ore of titanium and the principal component of heavy mineral sands deposits.

Indicated Resource: A resource sampled by drill holes underground openings, or other sampling procedures at locations too widely spaced to ensure continuity but close enough to give a reasonable indication of continuity on geological evidence.

Inferred Resource: An estimate of the extent of mineralisation, inferred from the broad geological character such as drill holes, underground openings, or other sampling procedures and before testing and sampling information is sufficient.

Interbedded: Occurring between beds.

Intersection: Portion of a drill hole which passes through mineralisation or a feature of exploration interest.

J

JORC Code: The Australian Code for reporting of mineral resources and ore reserves

K

Kimberlite: Brecciated ultrabasic rock of distinctive composition with which diamonds may be associated.

Km: Kilometre

Km2: Square kilometres.

Komatiite: A high magnesium ultramafic rock of Archaean age with characteristic texture.

L

Lag: Accumulation of hard rock fragments on the surface after the removal of finer material by wind or water; a loose aggregate.

Landsat: Satellite which provides multi-spectral imagery of the earth's surface.

Laterite: Iron rich residual surface rock capping.\Lava: Rock formed from molten material ejected by a volcano.

Limestone: Carbonate rock.

Lineament: Long major topographic feature commonly resulting from a fault.

Lithological: Pertaining to the type of rock.

Lode: Tabular or veinlike deposit of valuable mineral between well defined walls.

M

m: Metre(s).

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

Ma: Million years.

Mafic: Referring to igneous rocks composed dominantly of iron and magnesium minerals.

Magnetite: A mineral; oxide of iron that is magnetic.

Malachite: A hydrated copper carbonate mineral.

Massive: Containing no (or very few) planar structure.

Massive Sulphides: A mass of rock consisting of greater than 40% sulphides.

Metamorphic Facies: A group of metamorphic rocks characterized by particular mineral associations indicating origin under restricted temperature-pressure conditions.

Metamorphic Grade: The grade of metamorphism depends upon the extent to which the metamorphic rock differs from the original rock from which it was derived.

Metamorphism: Alteration and recrystallisation of rocks because of heating or application of pressure or both.

Metasediments: Partly metamorphosed sedimentary rocks.

Metasomatism: A metamorphic change which involves the introduction of material from an external source; whether or not there is a corresponding amount of material expelled depends on the conditions.

Mineralisation: The concentration of metals and their chemical compounds within a body of rock.

Monzonite: A granular plutonic rock containing equal amounts of orthoclase and plagioclase and intermediate between syenite and diorite.

Moz: Million ounces.

Mt: Million tonnes.

Mtpa: Million tonnes per annum

N

NA: Not available

O

Olivine: An important rock-forming mineral, especially in mafic and ultramafic rocks.

Ore: Mineral bearing rock that can be (or has been) mined and treated.

Orogeny: Process by which structures within fold belt mountainous areas are formed.

Orthomagmatic: Crystallisation from a typical magma.

Outcrop: An exposure of bedrock at the surface projecting through the overlying soil cover.

Oxidised: Near-surface decomposition by exposure to the atmosphere and groundwater.

Oz: ounce(s).

P

Pa: per annum.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

Palaeoproterozoic: Ranges in age between Palaeozoic (57-225 mya) and Proterozoic (most recent of two great divisions of Precambrian).

Percussion drilling: Method of drilling which utilized a hammering action under rotation to penetrate rock while the cuttings are forced to the surface by compressed air returning outside the drill rods.

Petrography: The description and systematic classification of rocks by means of microscopic examination of thin-sections.

Petrology: The branch of geology dealing with the origin, occurrence, structure and history of rocks

PGE: Platinum group elements.

Polymetallic: Mineral deposit containing a number of metals, a term usually applied to complex sulphide ores.

Porphyry: A term first given to an altered variety of porphyrite because of its purple colour, now extended to all rocks containing phenocrysts in a fine grained or aphanitic groundmass.

ppb: Parts per billion.

ppm: Parts per million.

Precious Metals: A group of metals sold in bullion form including gold, silver and PGEs,

Probable Reserve: Is economically mineable part of indicated and in some circumstances Measured Mineral Resource.

Proven Reserve: Is economically mineable part of Measured Mineral Resource.

Pyrite: An iron sulphide mineral. Iron pyrites are sometimes called fool's gold.

Q

Quartz: Very common mineral composed of silica.

Quartzite: A granular metamorphic rock consisting essentially of quartz.

R

RAB Rotary air blast drilling. Drilling where the cuttings are returned outside the drill stem and thus are liable to contamination from the wall rocks.

Reconnaissance: A general examination or survey of a region with reference to its main features.

RC: Reverse circulation drilling. Drilling where the cuttings are returned inside the drill stem.

Regolith: Weathered portion of the land surface down to bedrock

Residual: Characteristic of, pertaining to, or consisting of, residuum. Remaining essentially in place after all but the least soluble constituents have been removed; said of the material eventually resulting from the decomposition of rock

Resource: Mineralisation to which conceptual tonnage and grade figures are assigned, but for which exploration data are inadequate to calculate geological reserves and/or to which mining parameters have not been applied.

Rock-chip sampling: Obtaining a sample, generally for assay, by breaking chips off a rock face.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

S

Sandstones: Rocks composed principally of quartz sand grains.

Secondary: Formed as consequence of alteration of pre-existing minerals.

Sediment: Rocks formed of particles deposited from suspension in water, wind or ice.

Shale: Sedimentary rock formed by the consolidation of mud or silt.

Shear: Zone in which rocks have been deformed y lateral movement along innumerable parallel planes.

Sill: Wall-like intrusion of igneous rock that is concordant with the structure of older adjacent rocks.

Siltstone: consolidated A very fine grained clastic rock composed predominantly of silt grade.

Soil sampling: Collection of soil samples at a series of different locations in order to study the distribution of soil geochemical values.

Source rocks: The geological formation in which oil, gas and/or other minerals originate.

SP Survey: Spontaneous potential geophysical survey method.

Splay: Divergent small faults at the extremities of large normal faults.

Stockwork: A network of, usually quartz vein lets diffused in the original rock.

Strata bound: Confined within a particular strata.

Stratigraphy: Study of stratified rocks, especially their age, correlation and character.

Stream-sediment survey: Systematic sampling of sediments within drainage channels.

Strike: The direction of bearing of a bed or layer of rock in the horizontal plane.

Structure: The sum total of the structural features of an area.

Sulphides: Minerals comprising a chemical combination of sulphur and metals.

Supergene: Mineral deposit or enrichment formed near the surface, commonly by descending solutions.

Syngenetic: Said of mineral deposits formed contemporaneously with and by the same process.

Syncline: A fold in rock strata that is concave upwards with a core of younger rocks.

T

Tectonic: Of, pertaining to, or designating the rock structure and external forms resulting from the deformation of the earth's crust.

Tenement: Area of land defined by a government authority over which an applicant may conduct exploration or mining activity.

Tholeiite: A variety of basalt poor in alkalis and characterized by the presence of orthopyroxene in addition to calcic plagioclase and clinopyroxene. Tholeiitic basalt is the commonest lava on the ocean floor and in continental flood basins.

Thrust: Overriding movement of one crustal unit over another.

Titanium: Dark grey metallic element.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

Transported Cover: Shallow soils, rocks and un consolidated sediments derived from another source and not in situ.

Tuft: Compacted pyroclastics rock of cemented volcanic ash.

Tuftaceous sandstone: Indurated sedimentary rock composed of sand grains derived from explosive volcanic activity.

U

Ultramafic: Referring to an igneous rock composed essential of dark coloured iron and magnesium minerals.

Unconformity: A surface within a sedimentary sequence representing a break in the continuity of deposition.

Upper Devonian: Upper part of period of the Palaeozoic between 400 to 345 mya.

V

Vanadium: A grey or white, malleable, ductile, polyvalent metallic element.

Vein: A narrow dyke-like intrusion of mineral traversing a rock mass of different material.

Iron Mountain Mining Limited Explanatory Statement to Notice of General Meeting

ANNEXURE “B”

TERMS AND CONDITIONS OF OPTIONS EXPIRING 30 NOVEMBER 2015 (AMOUNT PAYABLE: 20 CENTS)

1. Entitlement

Each Option shall entitle the holder the right to subscribe (in cash) for one (1) Share in the capital of the Company.

Option Period

Each Option will expire at 5.00pm WST on 30 November 2015 (such date being referred to as the “Option Expiry Date”). Each Option may be exercised at any time prior to the Option Expiry Date in accordance with the notice provisions set out below and any Option not so exercised shall automatically expire on the Option Expiry Date.

3. Ranking of Share Allotted on Exercise of Option

Each Share allotted as a result of the exercise of an Option will, subject to the Constitution of the Company, rank in all respects pari passu with the existing Shares in the capital of the Company on issue at the date of allotment.
Voting

A registered owner of an Option (herein referred to as an “Option Holder”) will not be entitled to attend or vote at any meeting of the members of the Company unless they are, in addition to being Option Holder, members of the Company.

Transfer of an Option

Each Option is transferable at any time prior to the Option Expiry Date. This right is subject to any restrictions on the transfer of an Option that may be imposed by the ASX in circumstances where the Company is listed on ASX.

Method of Exercise of an Option
a. The Company will provide to each Option Holder a notice that is to be completed when exercising the Options (herein such notice being called a “Notice of Exercise of Options”). Options may be exercised by the Option Holder completing the Notice of Exercise of Options and forwarding the same to the Secretary of the Company to be received prior to the Option Expiry Date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of Shares in the capital of the Company to be allotted; which number of Options must be a multiple of 10,000 if only part of the Option Holders total Options are exercised, or if the total number of Options held by an Option Holder is less than 10,000, then the total of all Options held by that Option Holder must be exercised.
b. The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount of 20 cents ($0.20) per Share.
c. Subject to Clause 7 hereof, the exercise of less than all of an Option Holders Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holders entitlement under the Option Holders remaining Options.
d. Within 14 days from the date the Option Holder properly exercises Options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
e. If the Company is listed on the ASX, the Company will within seven (7) days from the date of issue and allotment of Shares pursuant to the exercise of an Option, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules.
f. The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

7. Reconstruction

In the event of a reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital, at the time of the reconstruction.

Participation in New Share Issues

There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its Shareholders from time to time prior to the Option Expiry Date unless and until the Options are exercised. The Company will ensure that during the exercise period of the Options, the Record Date for the purposes of determining Entitlements to any new such issue, will be at least 9 Business Days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the Option Holder an opportunity to exercise the Options held by the Option Holder.

Change of Options’ Exercise Price or Number of Underlying Shares. There are no rights to change the exercise price or the number of underlying Shares if there is a pro-rata issue or bonus issue to the holders of Shares.

Explanatory Statement to Notice of General Meeting

Iron Mountain Mining Limited

LODGEMENT INSTRUCTIONS

Cheques shall be in Australian currency made payable to Iron Mountain Mining Limited and crossed “Not Negotiable”. The application for shares on exercise of the options with the appropriate remittance should be forwarded to Iron Mountain Mining Limited , Level 7, 231 Adelaide Terrace, Perth WA 6000.

ACN 112 914 459

IRON MOUNTAIN MINING LIMITED

Proxy Form



1 SHAREHOLDER

Name, address and daytime telephone number of shareholder of Iron Mountain Mining Limited.

Name ……………........................................................ Address ………….........................................................

………………………………………………………...

Daytime phone no. .......................................................



2 APPOINTS

If you appoint the Chairman as your proxy, but do not wish to direct your proxy how to vote on a Resolution, you must place a mark in the box below headed “Proxy’s Discretion” in respect of that Resolution. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

If you appoint the Chairman as your proxy, but do not mark any box, the Chairman will be unable to exercise your proxy vote.

Insert here the name of the person you wish to appoint as proxy; shareholders cannot appoint themselves.

Name of proxy – please print

....................................................................................

OR, if no person is named, the Chairman of the meeting to vote in accordance with the following directions or, if no directions have been given, as the Proxy (other than the Chairman) sees fit at the General Meeting of the Company to be held on 21 January 2011 commencing at 10 am (WST) and at any adjournment thereof.

If you appoint the Chairman as your proxy and place a mark in any box below headed “Proxy’s Discretion”, the Chairman intends to exercise your proxy to vote in favour of that Resolution.

3 SIGNATURE OF SHAREHOLDER(S) 

All single or joint holders of shares must sign this form.

Signature Signature Date



Signature

or in the case of a company

) ) ) ) )

The COMMON SEAL of the company is affixed in accordance with its constitution in the presence of:/Executed by the company by its duly authorised officers in accordance with sub-section 127(1) of the Corporations Act 2001: *

Signature of Director

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

This proxy form must be signed by the shareholder and, in the case of joint shareholders, by each of the joint shareholders. In the case of a corporation, this proxy form must be executed in accordance with section 127 of the Corporations Act 2001. In the case of a Sole Director/Secretary company, please indicate “Sole Director”. If this proxy form is signed under Power of Attorney the original Power of Attorney (or a copy certified as a true copy by statutory declaration) must be forwarded with the proxy form.

4	PROXY’S VOTING
	INSTRUCTIONS (OPTIONAL)	FOR	AGAINST	ABSTAIN	PROXY’S
					DISCRETION

enter into underwriting agreement with Orange Hills Resources Limited

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

5 APPOINTMENT OF A SECOND PROXY (OPTIONAL) 

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

A shareholder is entitled to appoint up to two persons (whether shareholders or not) to attend the meeting and vote as proxies. If you wish to appoint two proxies please either photocopy the proxy form or telephone Mr Mark Killmier on ++618 9225 6475 to obtain a second form. Both forms should be completed with the nominated percentage of your voting rights on each form. Please return the proxy forms together.

%

Important Information

Deadline for Receipt of proxies To be effective, a completed proxy form together with the power of attorney (if any) under which it is signed, must be received by the Company at its registered office or Company office, Level 7, 231 Adelaide Terrace, Perth not less than 48 hours before the appointed time of the General Meeting ie. no later than 10 am WST on 19 January 2011.

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

For Further Information If you need any further information about this form or attendance at the Company’s General Meeting, please contact Mr Mark Killmier, Company Secretary, on ++ 618 9225 6475.

AI assistant

WESTERN YILGARN NL — Proxy Solicitation & Information Statement 2010

66092_rns_2010-12-21_0557415d-cc94-4574-8ea7-903704894c7a.pdf

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

Circular to Shareholders

NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

Corporate Directory

Notice of General Meeting

1. ENTER INTO UNDERWRITING AGREEMENT WITH ORANGE HILLS RESOURCES LIMITED

Voting Exclusion

“Snap-Shot” Time

PROXIES

DATED 7 December 2010

BY ORDER OF THE BOARD

Explanatory Memorandum

RESOLUTION 1 – ENTER INTO UNDERWRITING AGREEMENT WITH ORANGE HILLS RESOURCES LIMITED

Background to Resolution 1

Corporations Act – Chapter 2E

GLOSSARY

ANNEXURE “A”

ROTHSAY CONSULTING SERVICES Pty Ltd

ACN 008 939 446

Independent Expert's Report on the underwriting of Orange Hills Resources Limited’s Initial Public Offer

RESOLUTION 1

The Proposed Transaction

Summary of opinion

Criteria for Evaluation

SOURCES OF INFORMATION

BACKGROUND

Corporate History

Share structure

Directors

FAIR VALUE

VALUE OF ORANGE HILLS SHARES

Asset Backing Method

Where:

Being:

Value of Options

Capitalisation of Earnings

Research Analyst Valuations

Conclusion on the Value of Orange Hills Shares

CONCLUSION AS TO FAIRNESS OF THE TRANSACTIONS

OTHER CONSIDERATIONS

Intentions

Advantages

Disadvantages

CONCLUSION AS TO REASONABLENESS

PREMIUM FOR CONTROL

AUTHOR

DECLARATION OF INTEREST

GEOLOGICAL INVESTIGATIONS PTY LTD ABN 69 008 727 820

INDEPENDENT VALUATION

ORANGE HILLS RESOURCES

MINERAL PROSPECTS

NORTH KIMBERLEY MINERAL FIELD

WESTERN AUSTRALIA

29 November 2010

INDEPENDENT EXPERT’S VALUATION OF E80/4372, E80/4434, E80/4243, E80/4439, and E80/4435

NORTH KIMBERLEY MINERAL FIELD - WESTERN AUSTRALIA

The preferred valuation assigned is $ 7.75M

1. Empirical (Yardstick) Method

2. Joint Venture Terms

3. Similar Transactions

4. Multiple of Exploration Expenditure

5. Ratings System of the Prospectivity (Kilburn)

PROJECT SUMMARY

WESTERN AUSTRALIA

CAPE LONDONDERRY – E80/4372

VANSITTART – E80/4434

MT LEEMING – E80/4243, E80/4439

Iron Mountain Mining Limited

WEST AUSTRALIAN NORTH KIMBERLEY PROJECTS

KIMBERLEY MINERAL FIELD

E80/4372, E80/4434, E80/4243 and E80/4439, E80/4435

CAPE LONDONDERRY PROSPECT

E80/4372

Location and Access

Tenement Details

Local Geological Setting

WESTERN YILGARN NL Proxy Solicitation & Information Statement 2010