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 3^rd day of December 2010 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.

DATE: 21 October 2010

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	Corporate Directory
Directors	Simon England LLB (Hons) BCom, GAICD Chairman
	Zhukov Pervan MBBS (WA), FRACGP, FAICD Director
	David Zohar BSc DipEd Director
	Robert Sebek B AppSc, BSc (Hons), MBA, MAUSIMM Director
Secretary	Mark Killmier
Head Office	Level ₇ 231 Adelaide Terrace PERTH WESTERN AUSTRALIA 6000 $(08)$ 9225 4718 Phone: $(08)$ 9225 6474 Fax: Website: ironmountainmining.com.au
Registered Office	Level 7 231 Adelaide Terrace PERTH WESTERN AUSTRALIA 6000
Auditors	BDO Kendalls Audit and Assurance (WA) 128 Hay Street SUBIACO WESTERN AUSTRALIA 6008
Solicitors	Lawton Gillon Level 11 16 St Georges Terrace PERTH WESTERN AUSTRALIA 6000
Share Registry	Computershare Investor Services Pty Ltd Level ₂ 45 St Georges Terrace PERTH WESTERN AUSTRALIA 6000
ASX Code	IRM IRMO

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 3 December 2010 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.

ACQUISITION OF 113 MACKIE STREET, VICTORIA PARK

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

"That for the purposes of Listing Rules 10.1 and 10.11 of the Listing Rules of the ASX and section 208 of the Corporations Act and for all other purposes, the Company be authorised to purchase from United Orogen Limited the property situate at and known as 113 Mackie Street, Victoria Park, Western Australia for the sum of \$935,000 inclusive of GST, which sum will be satisfied by the payment of \$85,000, the issue of 14 million fully paid ordinary shares in the Company to United Orogen Limited and the grant of 14 million options exercisable at 20 cents each on or before 1 May 2014 on the terms set out in the Explanatory Memorandum."

Voting Exclusion

$\mathbf{1}$

For the purposes of ASX Listing Rules 10.1 and 10.11 in relation to Resolution 1, the Company will disregard any votes cast by any party who is likely to participate in the placement and any associate of such 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.

ACQUISITION OF MINING TENEMENTS FROM UNITED OROGEN LIMITED 2.

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

"That for the purposes of Listing Rules 10.1 and 10.11 of the Listing Rules of the ASX and section 208 of the Corporations Act and for all other purposes, the Company be authorised to purchase from United Orogen Limited the mining tenements as particularised in the Explanatory Memorandum for the issue of 5 million fully paid ordinary shares in the Company to United Orogen Limited and the grant of 5 million 20 cent options exercisable on or before 1 May 2015 on the terms set out in the Explanatory Memorandum."

Voting Exclusion

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, 1 December 2010 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:

$(a)$ 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: 21 OCTOBER 2010

BY ORDER OF THE BOARD

MARK KILLMIER Company Secretary Iron Mountain Mining Limited

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 3 December 2010 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.

Background

A company may place shares up to 15 per cent of the number of shares on issue in any 12 month period without the approval of shareholders. If approval of shareholders is obtained, the shares placed with approval will not count toward the Company's 15 per cent placement capacity.

A company may not place shares to a related party without the prior approval of the shareholders of the Company.

RESOLUTION 1 – ACQUISITION OF 113 MACKIE STREET, VICTORIA PARK

Background to Resolution 1

The Directors of Iron Mountain Mining Limited have resolved to purchase from United Orogen Limited the property situate at and known as 113 Mackie Street, Victoria Park. The consideration to be provided by Iron Mountain Mining Limited to United Orogen Limited is \$935,000 inclusive of GST, which sum will be satisfied as follows:

the payment of \$85,000; $(a)$
the issue of 14 million fully paid ordinary shares in Iron Mountain Mining Limited; $(b)$
the deemed issue price of the shares is 6 cents each; and $(c)$
the grant of 14 million options to acquire a share in Iron Mountain Mining Limited at an $(d)$ exercise price of 20 cents each on or before 1 May 2014.

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

David Zohar is a director of Iron Mountain Mining Limited and is also a director of United Orogen Limited. For the purposes of Listing Rule 10, David Zohar is a person in a position of influence in both Iron Mountain Mining Limited and United Orogen 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 Financial Services. Mr Swan has concluded that the 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.

Pursuant to Listing Rule 10.11, a company must not issue or agree to issue securities to a related party. For the purposes of Listing Rule 10.11 United Orogen Limited is a related party of Iron Mountain Mining Limited.

Pursuant to Listing Rule 10.13, to obtain the approval of shareholders pursuant to Listing Rule 10.11 Iron Mountain Mining Limited provides the following information:

the shares and options will be issued to United Orogen Limited; $(a)$
14 million fully paid ordinary shares in Iron Mountain Mining Limited and 14 million $(b)$ options to acquire a share in Iron Mountain Mining Limited will be issued to United Orogen Limited;
$(c)$ the shares and options will be issued to United Orogen Limited within 1 month of the meeting if approval is obtained;
Iron Mountain Mining Limited and United Orogen Limited are related parties for the $(d)$ purposes of Listing Rule 10.11 as they have common directors in David Zohar and Zhukov Pervan.

Corporations Act - Chapter 2E

Interests of David Zohar and Zhukov Pervan

David Zohar and associates have an interest in 31,096,530 fully paid ordinary shares in Iron Mountain Mining Limited (which is 25.47 % of the issued capital of Iron Mountain Mining Limited) and 11,750,000 options in Iron Mountain Mining Limited.

Zhukov Pervan and associates have an interest in 1,900,000 fully paid ordinary shares in Iron Mountain Mining Limited (which is 1.55 % of the issued capital of Iron Mountain Mining Limited) and 100,000 options in Iron Mountain Mining Limited

David Zohar and associates have an interest in 15,391,947 fully paid ordinary shares in United Orogen Limited (which is 23.76 % of the issued capital of United Orogen Limited).

Zhukov Pervan and associates have an interest in 275,000 fully paid ordinary shares in United Orogen Limited (which is 0.42 % of the issued capital of United Orogen Limited).

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 United Orogen Limited.

$\mathbf 2$

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

Who is the related party? $(a)$

The related party is United Orogen Limited.

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

The financial benefit being provided by Iron Mountain Mining Limited is the payment of \$85,000 exclusive of GST, the issue of 14,000,000 fully paid ordinary shares in Iron Mountain Mining to United Orogen Limited and the grant of 14 million options to acquire a share in Iron Mountain Mining Limited at an exercise price of 20 cents each on or before 1 May 2014 and any advantages thereby conferred, which can only be gauged by reference to, amongst other things, the consideration being provided and received the price of Iron Mountain Mining Limited's shares from time to time and the number of shares and other securities on issue in Iron Mountain Mining Limited from time to time.

What do the directors recommend? $(c)$ .

In relation to Resolution 1:

Simon England recommends that shareholders vote in favour of Resolution 1. Simon England 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 113 Mackie Street, Victoria Park to meet the long term objectives of the Company. Further, Mr England is of the view that should market conditions deteriorate, the Company will be in a position to raise cash through the sale of 113 Mackie Street, Victoria Park..
Robert Sebek recommends that shareholders 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 113 Mackie Street, Victoria Park to meet the long term objectives of the Company. Further, Mr Sebek is of the view that should market conditions deteriorate, the Company will be in a position to raise cash through the sale of 113 Mackie Street, Victoria Park.
David Zohar makes no recommendation as he has an interest in the outcome in that he is a director of United Orogen Limited.
Zhukov Pervan makes no recommendation as he has an interest in the outcome in that he is a director of United Orogen Limited.
Do any directors have an interest in the outcome of the proposed resolution? $(d)$

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 United Orogen Limited.

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

If 14,000,000 Shares contemplated under Resolution 1 are to be issued to United Orogen Limited, the percentage of shares on issue in which United Orogen Limited would have a relevant interest would go from 8.38 % to 17.80 % on the assumption that:

no further shares are issued by Iron Mountain Mining Limited.

RESOLUTION 2 - ACQUISITION OF MINING TENEMENTS FROM UNITED OROGEN

Background to Resolution 2

The Directors of Iron Mountain Mining Limited have resolved to purchase from United Orogen Limited mining tenements more particularly known as the interests of United Orogen Limited in Exploration Licence 25329 (where United Orogen currently holds a 70 % interest and Iron Mountain Mining holds a 30 % interest), Exploration Licence 25894 (where United Orogen currently holds a 50 % interest and Iron Mountain Mining holds a 50 % interest) and Exploration Licence 25346 (where United Orogen and Iron Mountain Mining originally held interests of 70 % and 30% respectively prior to entering into a joint venture agreement with Mithril Resources Limited ("Mithril") whereby Mithril has the right to earn up to 80 % in Exploration Licence 25346 by spending \$2 million over 5 years). The consideration to be provided by Iron Mountain Mining Limited to United Orogen Limited is for the issue of 5 million fully paid ordinary shares in the Company to United Orogen Limited and the grant of 5 million 20 cent options exercisable on or before 1 May 2015.

David Zohar and Zhukov Pervan are directors of Iron Mountain Mining Limited and also directors of United Orogen 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 United Orogen 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 2 to proceed.

Pursuant to Listing Rule 10.13, to obtain the approval of shareholders pursuant to Listing Rule 10.11 Iron Mountain Mining Limited provides the following information:

the shares and options will be issued to United Orogen Limited; $(a)$
5,000,000 fully paid ordinary shares in Iron Mountain Mining Limited and $(b)$ 5,000,000 options to acquire a share in Iron Mountain Mining Limited will be issued to United Orogen Limited;
$(c)$ the deemed issue price of the shares is 6 cents each;
the shares and options will be issued to United Orogen Limited within 1 month of the $(d)$ meeting if approval is obtained; and
Iron Mountain Mining Limited and United Orogen Limited are related parties for the $(e)$ purposes of Listing Rule 10.11 as they have common directors in David Zohar and Zhukov Pervan.

Corporations Act - Chapter 2E

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

Who is the related party? $(a)$

The related party is United Orogen Limited.

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

The financial benefit being provided by Iron Mountain Mining Limited is the issue of 5,000,000 fully paid ordinary shares to United Orogen Limited and 5,000,000 options and any advantages thereby conferred, which can only be gauged by reference to, amongst other things, the consideration being provided and received the price of Iron Mountain Mining Limited's shares from time to time and the number of shares and other securities on issue in Iron Mountain Mining Limited from time to time.

What do the directors recommend? $(c)$

In relation to Resolution 2:

Simon England recommends that shareholders vote in favour of Resolution 2. Simon England is of the view that the prospectivity of the tenements to be acquired will enhance the Company's overall tenement portfolio.
Robert Sebek recommends that shareholders vote in favour of Resolution 2. Robert Sebek is of the view that the prospectivity of the tenements to be acquired will enhance the Company's overall tenement portfolio.
David Zohar makes no recommendation as he has an interest in the outcome in that he is a director of United Orogen Limited.
Zhuhov Pervan makes no recommendation as he has an interest in the outcome in that he is a director of United Orogen Limited.

Do any directors have an interest in the outcome of the proposed resolution? $(d)$

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 United Orogen Limited.

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

If 5,000,000 Shares contemplated under Resolution 2 are to be issued to United Orogen Limited, the percentage of shares would go from 17.80 % to 20.72 % on the assumption that the 14,000,000 contemplated under Resolution 1 are also issued to United Orogen Limited.

Corporations Act - Part 6.1

Section 606 of the Corporations Act prohibits a person, from acquiring a "relevant interest" (defined in the Corporations Act as holding or controlling the vote attached to or the disposal of a security) in issued voting shares in a company where as a result of that acquisition that person's or some other person's voting power in the company increases from a level that is above 20%.

A person's "voting power" for these purposes is defined as the total number of votes attached to voting shares in the company in which that person or his associate has a relevant interest expressed as a percentage of the total number of votes attached to all voting shares in the relevant company.

As at the date hereof United Orogen has a "voting power" of 24,232,341 votes attaching to voting Shares in the Company, assuming Resolution 1 is passed and the Shares referred to therein are issued to United Orogen.

On the basis of the above assumption and numbers, the "voting power" of United Orogen would increase from 17.80 % to approximately 20.72 % on the issue of the shares the subject of Resolution 2.

The issue of the United Orogen Shares would, on that basis, cause the provisions of Section 606 of the Corporations Act to be invoked.

Section 611 of the Corporations Act excludes from the prohibition in Section 606 an acquisition of relevant interests in voting shares in a company by virtue of an allotment if the company has approved of the allotment by a resolution passed at a general meeting at which no votes were cast in relation to the resolution in respect of any shares held by, or by an associate of, the person to whom the first mentioned shares were to be allotted.

Section 611 of the Corporations Act provides that the following information must be provided to Shareholders in connection with a vote on a resolution designed to satisfy its requirements

The members of the company must be given all information known to the person proposing to make the acquisition or their associates, or known to the company, that was material to the decision on how to vote on the resolution, including:

the identity of the entity proposing to make the acquisition and their associates is United $(i)$ Orogen; and
the maximum extent of the increase in United Orogen's voting power in the company will $(ii)$ increase from 7.80 % to 20.72 % as a result of the acquisition; and

RG 10/18169G6A.DOC fc

the voting power that person would have as a result of the acquisition is 20.72 % by way of $(iii)$ 29,232,341 Shares; and
the maximum extent of the increase in the voting power of each of United Orogen's $(iv)$ associates that would result from the acquisition is 20.72 %; and
the voting power that each of United Orogen's associates would have as result of the $(v)$ acquisition.

Resolution 2 is, therefore, designed to fulfil the requirements of Section 611 of the Corporations Act in relation to the acquisition of the Iron Mountain Mining Shares by United Orogen.

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.
"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.
"United Orogen"	means United Orogen Limited (ACN 115 593 005).
"WST"	means Western Standard Time.

ANNEXURE "A"

ROTHSAY CONSULTING SERVICES Pty Ltd ACN 008 939 446

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

24 September 2010

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

Dear Sirs

Independent Expert's Report on the issue of shares and options to United Orogen Limited

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 issue of shares and options is fair and 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

During May 2010 the Company entered into an agreement ("the Mackie Street Agreement") with United Orogen Limited ("United Orogen") whereby the Company agreed to acquire and United Orogen agreed to sell the property situate at and known as 113 Mackie Street, Victoria Park for the consideration of \$935,000 inclusive of GST which sum is to be satisfied as follows:

the payment of \$85,000; $(a)$
the issue of 14,000,000 fully paid ordinary shares in the Company; and $(b)$
$(c)$ the grant of 14,000,000 options to acquire a share in the Company at an exercise price of 20 cents each on or before 1 May 2014.

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

David Zohar, a director of Iron Mountain Mining, is a director of United Orogen. United Orogen currently holds 10,232,341 shares in the issued capital of Iron Mountain Mining, which represents 8.38 % of the issued capital of 122,086,881 shares.

If Resolution 1 is passed and the shares contemplated thereunder are issued to United Orogen, United Orogen will hold 24,232,341 shares, being 17.8 % of the then issued capital of Iron Mountain Mining, being 136,086,881 shares.

Summary of opinion

In our opinion the issue of 14,000,000 shares and 14,000,000 options to United Orogen is fair and reasonable to non-associated 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.

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

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

In this case the asset being acquired by the Company is the freehold property situate at and known as 113 Mackie Street, Victoria Park. The property has been valued by Mr Peter Murphy and Mr Mark Houlahan, Valuers, of Independent Valuers of Western Australia Pty Ltd. A copy of the valuation of Independent Valuers of Western Australia Pty Ltd is attached to this report. It is noted that the value of the property has been assessed at \$935,000.00 inclusive of GST. If a value of 7 cents per share is ascribed to the

Iron Mountain Mining shares and 0.8 cents per option, the value of the shares and options equates to \$991,200, which when added to the cash component of \$85,000 equates to $$1,076,200$ , which is being exchanged for real property valued at \$935,000.

Rothsay has determined whether the offer is fair by comparing the underlying value of Iron Mountain Mining with the value of the asset being acquired. Our methodology for the value of Iron Mountain Mining is described in the section titled fair value. We have also considered the following in determining whether the offer is reasonable.

the likely market price and liquidity of Iron Mountain Mining shares in the absence of on market activity by United Orogen Limited;
other advantages and disadvantages for Iron Mountain Mining shareholders in approving the issue of shares and options to United Orogen.

SOURCES OF INFORMATION

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

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;
draft notices of meeting and explanatory memorandum to be dispatched to Iron Mountain Mining shareholders regarding the proposed issue of shares to United Orogen Limited.

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 issue of shares to United Orogen Limited and the assets and liabilities of the company.

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 Shares and options to United Orogen Limited contemplated by Resolution 1 will be made within 14 days of the Resolution being passed by shareholders.

The issued capital of the Company will immediately prior to that time and assuming no other Shares are issued by the Company, comprise 122,086,881 Shares.

Directors

Simon England Robert Sebek Zhukov Pervan David Zohar

The interest of Directors in securities of the company are detailed in the 2009 Annual Report.

ISSUE OF SHARES TO UNITED OROGEN

As the attached explanatory memorandum provides a detailed synopsis of the effect of the issue of shares to United Orogen on the voting power we have not repeated it in the body of our report and shareholders should read the memorandum in conjunction with our 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 United Orogen 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 market value of shares in Iron Mountain Mining as quoted on the ASX

This method relies on the efficient market hypothesis, which states in general terms, the market price at any point in time should fully reflect available information given willing buyers and willing sellers. This method is widely accepted and extensive evidence is available to support the hypothesis.

The value of shares in Iron Mountain Mining based on the asset backing method

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

The value of shares in Iron Mountain Mining 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

Fair Market Value is commonly defined as:

$\epsilon_{\rm{c}}$ . A

"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 IRON MOUNTAIN MINING SHARES

Market Value

Applying the Black Scholes model for the valuation of options in Iron Mountain on the terms to be provided to UOG and on the following assumptions:

strike price $-20$ cents; $(a)$
share price $-7$ cents; $(b)$
$(c)$ risk free interest rate $-5$ per cent;
$(d)$ volatility $-50$ per cent;

the value of the options is 0.8 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 market value of Iron Mountain shares is therefore assessed to be 7 cents and the value of the options 0.8 cents.

Capitalisation of Earnings

Given the nature of Iron Mountain Mining's operations, there is no expectation of operating profits in the foreseeable future. Accordingly, there is no basis for arriving at a value of Iron Mountain Mining 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 Iron Mountain Mining shares.

Dividends

We understand no dividends have been paid by the company since listing which is consistent with the nature of a mineral explorer.

Alternative Offers

We are not aware of alternative offers or indications of such in respect of Iron Mountain Mining shares other than normal ASX trading and therefore do not consider the alternative offer valuation method relevant.

Conclusion on the Value of Iron Mountain Mining Shares

In our opinion the most appropriate value of Iron Mountain Mining shares based on review of the above methodologies is market value.

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.

A difference between the market value and net asset backing value would also relate to the value of an ASX listing given the costs to gain official quotation.

CONCLUSION AS TO FAIRNESS OF THE TRANSACTIONS

In our opinion without an independent valuation of Iron Mountain Mining's Current exploration tenements any on market acquisition of voting power may be considered fair as the value of the assets to be acquired may not 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 escrowed.

Taxation Consequences

Iron Mountain Mining has substantial tax losses in respect of tenement exploration expenditure and revenue losses available to be carried forward to be offset against income. This potential asset is not brought to account in the financial statements as the ability to receive value from them is dependant on the derivation of income which, given the nature of the company, is uncellain. We are of the opinion that the issue of shares to United Orogen will note affect the utilisation of these losses.

Intentions

We understand that United Orogen has no intention to change the employment arrangements of Iron Mountain Mining employees or to transfer further property and would continue to focus on the development of the company's assets.

Advantages

The Company will acquire freehold real estate which will be able to accommodate geological and technical staff in the event that the Company's bauxite project expands in the manner contemplated by the Directors.
If the company does occupy the premises it will not be required to rent alternative premises.
In the event that the Company does not require the space in the short term, the premises may be leased out and some income derived.
In the event that the Company requires additional funding to develop its exploration assets, the Company could consider selling the property.

Disadvantages

The issue of securities will have a dilutory effect on existing shareholders.

Shareholders effectively under the control of David Zohar will have a greater level of control over the Company.

Further transactions contemplated

We are aware that the transaction the subject of Resolution 2 is a transaction between the Company and United Orogen Limited. We have been informed by the Directors that no further transactions are contemplated between the Company and United Orogen Limited.

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 proposed issue to shares to United Orogen Limited 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.

RESOLUTION 2

The Proposed Transaction

During May 2010 the Company entered into an agreement ("the Agreement") with United Orogen Limited whereby the Company agreed to acquire and United Orogen Limited agreed to sell certain mineral tenements for the consideration of 5,000,000 shares in the Company and 5,000,000 May 2015 options exercisable at 20 cents each.

As United Orogen Limited immediately prior to the execution of the Agreement held an interest in 10,232,341 fully paid ordinary shares in the Company, representing approximately 8.38 % of the Company's issued capital of 122,086,881 Shares and assuming Resolution 1 is passed and the subject thereof are issued to United Orogen, United Orogen will hold 24,232,341 Shares, being 17.80 % of the then issued capital of Iron Mountain Mining Limited, being 136,086,88 1 Shares and if Resolution 2 is passed and an additional 5,000,000 Shares are allotted to United Orogen Limited, United Orogen Limited will hold 29,232,341 Shares, being 20.72 % of the then issued capital of Iron Mountain Mining Limited, being 141,086,181 Shares.

The Company is required to obtain shareholder approval to permit the issue of the shares the subject of Resolution 2.

Summary of Opinion

In our opinion the issue of 5,000,000 shares and 5,000,000 options to United Orogen Limited is fair and reasonable to non-associated shareholders.

Our opinion is based on 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.

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

In this case the assets being acquired by the Company are a number of mineral tenements. The tenements have been valued by John Wyatt of Geological Investigation Services. A copy of the valuation of John Wyatt is attached to this report. It is noted that John Wyatt values the assets being acquired at between \$550,000 and \$900,000 with a preferred value of \$725,000. If a value of 7 cents per share is ascribed to the Iron Mountain Mining shares and 1.2 cents per option, the value of the shares and options equates to \$410,000.00, which is being exchanged for mining tenements.

Rothsay has determined whether the offer is fair by comparing the underlying value of Iron Mountain Mining with the value of the assets being acquired. Our methodology for the value of Iron Mountain Mining is described in the section titled fair value. We have also considered the following in determining whether the offer is reasonable.

the likely market price and liquidity of Iron Mountain Mining shares in the absence of on market activity by United Orogen Limited;
other advantages and disadvantages for Iron Mountain Mining shareholders in approving the issue of shares to United Orogen Limited.

SOURCES OF INFORMATION

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

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;
17
releases by Iron Mountain Mining to the ASX including the June 2010 quarterly report;
draft notices of meeting and explanatory memorandum to be dispatched to Iron Mountain Mining shareholders regarding the proposed issue of shares to United Orogen Limited.

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 Shares and options to United Orogen Limited contemplated by Resolution 2 will be made within 14 days of the Resolution being passed by shareholders.

The issued capital of the Company will immediately prior to that time and assuming no other Shares are issued by the Company, comprise 122,086,881 Shares.

Directors

Simon England Zhukov Pervan David Zohar Robert Sebek

The interest of Directors in securities of the company are detailed in the 2009 Annual Report.

ISSUE OF SHARES TO UNITED OROGEN

As the attached explanatory memorandum provides a detailed synopsis of the effect of the issue of shares to United Orogen Limited on the voting power we have not repeated it in the body of our report and shareholders should read the memorandum in conjunction with our report.

FAIR VALUE

The market value of shares in Iron Mountain Mining as quoted on the ASX

The value of shares in Iron Mountain Mining based on the asset backing method

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

The value of shares in Iron Mountain Mining based on the capitalisation of future maintainable earnings method.

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

Fair Market Value is commonly defined as:

VALUE OF IRON MOUNTAIN MINING SHARES

Market Value

A review of the price movements and trading activity of Iron Mountain Mining on the ASX reveals consistent trading on reasonable volume in the 6.0 to 8.0 cent range with a 52 week high of 10.5 cents and a low of 5.1 cents. The most recent price for Iron Mountain shares is 7 cents (on 23 September 2010). Applying the Black Scholes model for the valuation of options in Iron Mountain on the terms to be provided to UOG on the following assumptions:

$(a)$ strike price $-20$ cents;
share price $-7$ cents; $(b)$
risk free interest rate $-5$ per cent; $(c)$
$(d)$ volatility $-50$ per cent,

the value of the options is 1.2 cents each.

The market value of Iron Mountain shares is therefore assessed to be 7 cents and the value of the options $1.2$ cents.

Capitalisation of Earnings

Research Analyst Valuations

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

Dividends

We understand no dividends have been paid by the company since listing which is consistent with the nature of a mineral explorer.

Alternative Offers

Conclusion on the Value of Iron Mountain Mining Shares

In our opinion the most appropriate value of Iron Mountain Mining shares based on review of the above methodologies is market value.

We note that the net asset backing based on the 30 June half yearly financial report is 1.1 cents. 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.

A difference between the market value and net asset backing value would also relate to the value of an ASX listing given the costs to gain official quotation.

CONCLUSION AS TO FAIRNESS OF THE TRANSACTIONS

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 escrowed.

Taxation Consequences

income which, given the nature of the company, is uncertain. We are of the opinion that the issue of shares to United Orogen Limited will not affect the utilisation of these losses.

Intentions

We understand that United Orogen Limited has no intention to change the employment arrangements of Iron Mountain Mining employees or to transfer further property and would continue to focus on the development of the company's assets.

Advantages

The Company will acquire mineral tenements which are prospective for commodities that are new to the Company and will enable the Company to diversify its exploration portfolio.

Disadvantages

The issue of securities will have a dilutory effect on existing shareholders.
Shareholders effectively under the control of David Zohar will have a greater level of control over the Company.

CONCLUSION AS TO REASONABLENESS

PREMIUM FOR CONTROL

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.

DECLARATION OF INTEREST

Rothsay has no interest in United Orogen 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 base-d 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 RG 10/18169G6A.DOC fc 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 ill the information memorandum.
We estimate a fee of \$2,400 will be charged for the preparation of this report.

Rothsay Consulting Services Pty Ltd

Graham R. Swan Director

GEOLOGICAL INVESTIGATIONS PTY LTD

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

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

17^th September 2010

Dear Sir,

Further to your written request, this opinion dated 17^th September 2010 values three Northern Territory Prospects namely Lucky U (EL25329), Florence Creek (EL25894) and more specifically the Treasure (uranium/tungsten) Prospect (EL25346) that is currently the subject of a joint venture agreement with Mithril Resources Ltd (Mithril), whereby Mithril have the right to earn an 80% interest in Treasure on expenditure of \$2M over 5 years (Figures 1 and $2$ ).

The valuation range assigned to the three prospects is:

\$550,000 - \$900,000

with a preferred value of:

\$725,000

This report and valuation has been prepared for inclusion in a memorandum to the shareholders of Iron Mountain Mining Limited to consider in conjunction with other documentation in determining whether to acquire the tenements the subject of this report and valuation.

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.

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 JORC - compliant resources the discounted cash flow method is not applicable. Furthermore, whereas, depending on exploration results of the current joint venture with Mithril and/or any farm-in negotiations that may be negotiated in the future, currently mainly prospectivity, empirical methodology, and possibly assessment of similar transactions have been used in establishing a value for these, still relatively unexplored, prospects.

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.

Both methods are inherently subjective and arrive at a valuation range based on technical considerations and the informed opinion of the valuer. In this instance in the absence of other than minimal exploration results by others only nominal valuation ranges could be assigned at this time to the three project areas.

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. This valuation system is not favoured by the writer.

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 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, relevant data contained in Aluminex Resources Replacement Prospectus together with independent examination of available open file reports held by the Northern. Territory Mines Department and preliminary exploration results reported by Mithril Resources Ltd.

Site visits were not made to the project areas, however the author's general knowledge of the locations and absence of JORC-compliant identified resources indicated that on-site inspections at this time were not warranted.

Information contained in the Aluminex Resources Replacement Prospectus and the Mithril Resources Report was provided by the client, whilst additional data was researched by the author. Because to date only reconnaissance sampling has been carried out by others, the assigned valuations are necessarily subjective and as a result the assigned valuation ranges and the preferred valuations selected are all in the lower ranges.

However, even though exploration is limited it is believed that the Treasure Prospect host rock sequences have demonstrated potential to host base metal mineralisation

In October 2009, the Northern Territory tenements were, the subject of a desktop valuation by the author who in view of the paucity of exploration data available at that time, subjectively valued these, largely speculative, tenements on their committed exploration expenditure and tenement upkeep costs, which at that time totalled \$220,000.

Since then, it understood that four of the prospect areas, EL 25368, EL 25504, EL 25723 and EL 25382 have been surrendered, with three prospects, Lucky U, Florence Creek and Treasure being retained.

In 2010, the Treasure Prospect (EL25346), under the joint venture agreement with Mithril was the subject of reconnaissance exploration comprising rock chip and soil sampling that returned significant anomalous base metal values from what Mithril called their Huckitta Project. This programme of work involved sample collection along the southern boundary of the Treasure tenement, EL25346.

Based on an examination of a regional radiometric map of the Lucky U and Florence Creek tenement areas (Figure3), together with the very positive (2010) results of exploration reported by Mithril Resources Ltd from sampling carried out at Treasure (located some 70mkms to the west but with similar lithologies), the Lucky U Prospect (EL 25329) and the Florence Creek Prospect (EL 25894) were revalued as follows:

LUCKY U PROSPECT

$$100.000 - $150,000$ Valuation range \$125,000 Preferred value

FLORENCE CREEK PROSPECT

\$150,000 - \$250,000 Valuation range \$200,000 Preferred value

TREASURE PROSPECT

The Treasure Prospect (EL25346) is currently the subject of a joint venture agreement between Aluminex and the Mithril Resources Ltd that was entered into in September 2008.

This agreement requires expenditure by Mithril of \$1M on exploration over three years to acquire a 60% interest and a further \$1M over 2 years to acquire an additional 20% for a combined total equity of 80%.

In March 2010, Mithril reported on their Huckitta Project, where rock chip sampling at the Blackadder and Baldrick sites (located in the southeastern corner of the Treasure Project's EL 25346) had returned significant base metal values that included, 3.8% Ni, 9.6% Cu (Blackadder) and 2.3% Ni, 2.4% Cu (Baldrick) from favourable, Proterozoic-aged gneissic host rocks (Figures 4 and 5).

It is believed that these significantly anomalous results, support the prospectivity of the Treasure Prospect for base metal mineralisation and as a result, based on the JV expenditure terms, it is believed that an increased valuation of the Treasure Prospect is warranted.

The revised valuation for Treasure (EL 25346) is now believed to be within the range of:

\$300,000 - \$500,000

with a preferred value of:

\$400,000

This Independent Geologist's valuation has been prepared by John D Wyatt, Principal of Geological investigations Pty Ltd in accordance with the Code and Guidelines for the Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Experts 5

('The Valmin Code') and the rules and guidelines relating to Independent Experts Reports set out by the Australian Securities and Investments Commission (ASIC) and the Australian Securities Exchange (ASX).

Geological Investigations Pty Ltd (GI) is an independent geological consultancy that has been in operation in both Australia ands overseas since 1967. Mr. J Wyatt, author of this valuation is a Fellow of the Aus.IMM having the necessary qualifications, competence and experience to qualify as an Independent Expert. Neither Geological Investigations Pty Ltd, nor the author of this report have, or have had previously, any material interest in the mineral properties being valued, and our relationship is solely that of a professional association between a client and an independent consultant.

This report has been prepared in return for fees based on current commercial rates of \$1800 per day plus GST, together with expenses at cost, for a total of \$2,380. This payment is in no way contingent on the opinions expressed in this report.

The statements contained in this report are given in good faith and based on information supplied by the client that is believed to be reliable and accurate, supplemented by our own investigations and observations. We have relied on this information and have no reason to believe that any material facts have been withheld from us.

Neither Geological Investigations Pty Ltd nor the author of this report have, or have previously , had any material interest in Iron Mountain or the mineral interests that are the subject of this report and our relationship is solely that of a professional association between the client and independent expert.

Geological Investigations Pty Ltd has given, and has not withdrawn, its written consent to this report being included in a memorandum to be circulated to the shareholders of Iron Mountain Mining Limited.

Yours faithfully,

JD Wyatt (BA., MSc., FAus.IMM.) Principal Geological Investigations Pty Ltd

TENEMENT INFORMATION SUMMARY

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Northern Territory Projects

		Upcoming Rent	5748.00		\$1760.00		\$1408.00
		Commitment Upcoming	\$19.000		\$24,130.00		\$34,000.00
		Due to Expire	4/02/2007		18/10/2013		4/02/2013
		Granted	5/02/2007		19/10/2007		5/02/2007
NORTHERN TERRITORY PROJECTS	Lucky U	Appl'tn Code	24/04/2006	Florence Creek	19/01/2007	Treasure	8/05/2006 853
		Cost Code Account Interest IRM	851 100% once share holder approval sought) 30%		852 approval sought) share holder (100% once 50%		[100% once shareholder reducing to 40%, then 20% on Mithril earning [Reduced to 12%, then 6% on Mithril earning approval sought, its interests) ts interests) 30%
		Current Paying IRM	30%		50%		30%
		Partner $\leq$	DOL		UOG		Resources Mithril UOG &
		Tenement Area	$28.4$ km ²		$252.6$ km ²		$101 \text{km}^2$
		Tenement Holder	Holdings Bralich $\Xi$		Holdings Brallch $\overline{\mathsf{L}}$ td		Holdings Bralich $\Xi$
		Tenement Name	Lucky U		Florence Creek		Treasure
		Tenement ġ	EL25329		EL25894		EL2346

RG 10/18169 IMM VALN121010.DOC

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FIGURES

Figure 1	Locality map
Figure 2	Northern Territory prospect locations
Figure 3	Lucky U and Florence Creek - Tenement localities, geology and radiometrics
Figure 4	Treasure - Tenement location and geology
Figure 5	Mithril - Huckitta Project Area sampling results

REFERENCES

Aluminex Replacement Prospectus July 2008		Aluminex Resources Limited
Mithril Resources Ltd	March 2010	Symposium Resources Roadshow
Joklik, F	1995	Bureau of Mineral Resources Bulletin 265
Register of Australian Mining	2007-2008	Resource Information Unit

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V9.3.20

Our Reference: 201009032 Date of Issue: Enquiries:

Your Reference: Your instructions dated 23 September 2010 29 September 2010 Peter Murphy Ph: 9271 9500

VALUATION REPORT

113 MACKIE STREET CORNER OF BERWICK STREET VICTORIA PARK WA 6100

Prepared for

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

Attention

Mark Killmier

INDEPENDENT VALUERS OF WESTERN AUSTRALIA PO Box 277 Mt Lawley WA 6929
Tel (08) 9271 9500 Fax (08) 9271 9555
Email [email protected]

INDEPENDENT VALUERS OF WESTERN AUSTRALIA PTY LTD (ACN 104 498 151)
ATF HOULAHAN FAMILY TRUST (ABN 76 857 321 350)

The property is currently owner occupied providing a combination of accommodation including offices, storage and fenced yard/parking.

INTEREST VALUED

An unencumbered estate in fee simple subject to vacant possesion.

DATE OF VALUATION

MARKET VALUE "AS IS"

(GST INCLUSIVE) \$935,000

(GST EXCLUSIVE)

24 September 2010

\$850,000

INDEPENDENT VALUERS OF WESTERN AUSTRALIA

VALUER

Peter Murphy AAPI Certified Practising Valuer Licensed Valuer 487 (WA)

AUTHORISED FOR ISSUE BY Mark Houlahan FAPI Managing Director Certified Practising Valuer Licensed Valuer 485 (WA)

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All data provided in this summary are wholly reliant on and must be read in conjunction with the information provided in the following report. It is a synopsis only designed to provide a brief overview and must not be acted on in isolation.

SCOPE

Instruction to Value

We have received instructions from Mark Killmier, Company Secretary and Chief Financial Officer, Iron Mountain Mining Limited to undertake a valuation of 113 Mackie Street, Victoria Park for inter-company transfer purposes and submission to ASIC. Instruction to value was received dated 23 September 2010.

Interest to Be Valued

An unencumbered estate in fee simple subject to vacant possesion.

Date of Inspection

The property was inspected on 24 September 2010.

Date of Valuation

The date of valuation is 24 September 2010 being the date of inspection.

Assumptions, Conditions and Limitations

Particular assumptions, limitations or qualifications applicable to the specific property which is the subject of this valuation are set out below. These are in addition to general assumptions, conditions and limitations made elsewhere in this report.

The Town of Victoria Park building licence was issued for "internal alterations to shop/house for office use" and we have prepared our valuation on the basis use of the property as offices is approved.

Definition of Market Value

The International Valuation Standards Council defines Market Value (which is adopted by the Australian Property Institute¹) as:

The estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction, after proper marketing, wherein the parties had each acted knowledgeably, prudently and without compulsion. (ANZ Valuation and Property Standards 2008, p3.4.4)

Australia and New Zealand Valuation and Property Standards 2008 (www.api.org.au)

TITLE DETAILS

The Certificate of Title was searched on 24 September 2010 and a copy is attached to the end of this report.

Description

The property is legally described as Lot 16 on Plan 2796 and is all of the land comprised in Certificate of Title Volume 787 Folio 124.

Registered Proprietor

Uranium Oil and Gas Limited of 160 Crawford Road, Inglewood registered the 26^th February 2007.

Interests and Encumbrances

The following encumbrance was registered on the Title at the date of searching:

A copy of the unencumbered Certificate of Title is attached to this report.

This valuation is made on the basis of an estate in fee simple subject to encumbrances which affect the use or value of the land (if any) registered on the Title at the date of search and subject to current leases (if any) remaining in place (fee simple in reversion). It is assumed that there are no mortgages, charges or memorials.

We are not aware of any proposed amendments to the scheme that would adversely affect the property. Having regard to the relevant provisions, we are satisfied that, in the event of major or partial demolition or total destruction, that a similar extent of improvements could again be erected upon the site.

Heritage

The Heritage Council of Western Australia maintains a register of Heritage Places under the available at is The register Act 1990. Australia Western Heritage of http://www.heritage.wa.gov.au/.

The State Register also includes places listed in Local Government Municipal Inventories, the Commonwealth's Register of the National Estate and the National Trust's List of Classified Places.

A search of the State Register of Heritage Places indicates that the subject property is not currently registered.

Native Title

The value and utility of land can be adversely affected by the presence of Aboriginal Sacred Sites. Aboriginal requirements can only be determined by the appointment of an appropriate expert. Therefore, it cannot be warranted that there are no such sites on the land.

An Aboriginal Heritage Sites Register is determined under Section 38 of the State's Aboriginal Heritage Act 1972 and is maintained by the Department of Indigenous Affairs. In accordance with information from the Department of Indigenous Affairs, the Register is not considered conclusive evidence.

Under the Native Title Act 1993, native title has been extinguished over land which is held in freehold. Enquiries with the Department of Planning and Infrastructure reveals that Special Leases under Section 116 of the Land Act 1993 also extinguish native title.

Accordingly, this valuation has been undertaken on a freehold fee simple basis and any allowance for possible native title claim over the land has not been considered. If it is determined that the property is so affected, the right to review this valuation is reserved.

Pest Control Issues

Inspection of the subject improvements did not reveal any apparent termite infestation.

The valuer is not a qualified expert in this field and it is recommended that this should be confirmed by a certified pest control firm.

This valuation assumes that the premises are free from pest infestation.

Right to Review

The right is reserved to review and, if necessary, vary the valuation figure if contamination or other environmental hazard is found to exist.

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Flood Risk

Title Boundaries

We have no reason to suspect any major flood problems.

Inspection of the property indicates that the buildings are correctly sited within the legal lot boundaries.

It should be noted that, whilst careful inspection of the property has been carried out, a detailed site survey has not been completed. The valuer's inspection does not constitute a site survey and is not intended as such. Prospective purchasers, mortgagors or mortgagees need to make their own enquiries in this regard.

This valuation is made on the basis that there are no encroachments by or upon the property and this should be confirmed by a current survey report and/or advice from a Registered Surveyor. If any encroachments are noted or confirmed in a survey report, any effect on the value stated in this report will need to be reassessed.

Part of the upgrading includes compliance and provision of amenities and access for the disabled. We note that a new disabled toilet is located in the offices and links to the storage and Accommodation comprises four individual offices, open plan lunch room via a ramp. offices/walkways and reception.

Male and female toilets occupy the south western corner of the building together with a lunch room. The storage area is located on the opposite side of the ramp in the north western corner of the building. Vehicle access is via a roller door and the under side of the roof is insulated.

A detached garage /shed is located towards the rear of the property and construction is of concrete floor, brick elevations and zincalume on a steel roof frame. Vehicle access is available via sliding doors on the south east elevation.

COMMENTARY

General Commentary

An attractive standard of office accommodation is provided in the front of the building and services are relatively modest comprising instantaneous hot water and window mounted packaged air conditioner and wall mounted split system air conditioner. The male and female toilets and the lunch room appear to date to the 1970's and finishes are plain and dated. The storage section of the building is of similar age and is functional and secure.

The detached garage/shed provides a similar style of functional secure storage accommodation. Extensive concrete paving is located through to the rear of the property and is suitable for parking and/or open storage.

The property provides a versatile combination of offices and storage suitable for use by a variety of contractors and consultants in the building, construction and mining industries. Although zoned 'Residential R 30' approval to use the premises as offices is in place (Building Licence B/A 06/0865) and the property is conveniently located in relation to South Perth, Victoria Park and the CBD. Similar properties providing offices and storage are available in Burswood and Belmont. or further south in Welshpool/Carlisle and Bentley.

Real Estate Market Commentary

It is well documented that the fallout in global financial markets during 2009 had a rapid and, in many cases, unexpected negative impact on advanced economies around the world. - At Australian Federal Government level, the current economic conditions are being referred to as the "Global Financial Crisis" (GFC).

These factors resulted in the Federal Government downgrading economic growth forecasts and implementing strategies that they hoped would stave off recessionary pressures. The Reserve Bank also acted by reducing interest rates in an attempt to stimulate the economy.

The above measures by the Federal Government coupled with a rise in worldwide demand for minerals, particularly by China for iron ore, have resulted in the Australian and West Australian economies not retracting to the levels experienced by most other developed economies throughout the world. More recently, the local economies have begun showing signs of improvement with unemployment rates falling, retail spending moderately increasing and property prices within Capital cities rising.

Throughout this time, valuation of many asset classes, including property, has been particularly challenging due in part to a reduction in the number of sale transactions available for comparison. It is also acknowledged that, in some markets, the "Normal Selling Period" of a property is likely to have increased.

Market volatility, although showing signs of improvement in some sectors, has remained high in some areas particularly for properties along the periphery of the Perth metropolitan area.

SWOT ANALYSIS

Strengths	™ Convenient location - Versatile and functional layout
Weaknesses	- Adjoins properties occupied as houses - Kerbside parking only available on Mackie Street
Opportunities Threats	- Ongoing growth in the resource sector - Increasing interest rates

VALUATION

Methodology

This valuation has been approached on the following bases:

Direct comparison to sales of similar properties in the locality or within similar localities where limited evidence is available; and
Capitalisation of an estimated net rent.

Highest and Best Use

This valuation is based on the highest and best use of the property which is considered to be its current as offices with ample storage.

The highest and best use has been determined considering the most probable use that is physically possible, appropriately justified, legally permissible, financially feasible and which results in the highest value of the property being valued.

Rationale

We have researched sales and market activity pertaining to similar properties in accordance with the following criteria.

Information researched is as close to the date of valuation as possible and adjustments for tenancy area, zoning, location and shape have been made in order to determine a relevant comparison. Additional evidence may have been reviewed and, if so, record of these will be maintained separately by Independent Valuers of Western Australia.

As a consequence of the Privacy Act 1988 (Cth), there may be some information of confidential supporting evidence which is not published in this report. Details of all such sales and rentals are retained on file and can only be produced if needed by a court of law or for any other lawful purpose.

Address 989 Albany Highway, East Victoria Park Comments

Under Offer \$850.000

Date September 2010

Located on the corner of Baillie Avenue the site has an area of 549m². Zoned "Residential/Commercial" improvements include a house dating to the 1960's which has been converted into offices. Accommodation comprises 7 offices, reception, kitchen, bathrooms, patio and detached double garage. Good street parking is provided on Baillie Street while on-site parking is limited. We consider the Albany Highway address and commercial profile to be superior while it has similar utility and appeal to the subject property and analysis discloses a site rate of \$1,548 per $m²$ inclusive of improvements.

Address	Sold	Date
955 Albany Highway,	\$760,000	January 2010
Victoria Park
Comments The 544m ² property has a narrow frontage and is occupied as motor vehicle repairs workshop. Development comprises a workshop of brick construction dating to the 1930's on the frontage and metal deck clad canopy and shed at the rear. The workshop is operational and a right of way adjoins the rear boundary. Currently accessed to the rear of the property is via the right of way through the property adjoining the eastern boundary. Zoned Residential R30" analysis discloses a

site rate of \$947 per $m^2$ .

Address 979 Albany Highway, Victoria Park	Sold \$1,150,000	Date November 2009
Comments The property comprises Lots 3 and 4 on Plan 2010 having a combined area of 1,214m ² . Prev

iouslv operated as a car yard the property is vacant and improvements comprise a bitumen paved yard to the front of the property. Older style low truss office warehousing is located at the rear of the property. Zoned "Residential Commercial" analysis discloses a site rate of \$947 per m². While being aware there is potential to utilise the previous approval/use for commercial purposes the viability and appeal of car yards in Victoria Park has declined over recent years.

Capitalisation of Net Income

We have apportioned rents to the various components of the property having regard to the lay out, quality of accommodation together with the ample parking and consider the market rental is in the order of \$56,000 - \$63,000 per annum net. The demand for commercial investment property having a value of up to \$2,000,000 remains strong with yields being competitive and in the order of 7%. We consider an appropriate yield to be at 7.25% reflecting the nature of the zoning together with the office approval. Capitalising the estimated rentals at 7.25% discloses a range of \$769,000 to \$866,000 which confirms the value of \$850,000 assessed using the sales comparison approach.

Conclusion

Our range of values is summarised as follows;

Direct Comparison \$850,000 and \$884,800

Capitalisation Approach \$769,000 to \$860,000 adopt \$850,000

Market Value subject to vacant possession \$850,000

The property is well suited for use by a mining or exploration company similar to the current owner providing functional offices together with storage for equipment and on-site parking for vehicles. The approval to occupy the property as "offices" enhances its appeal in the broader market in the event the property is to be sold to a variety of occupiers including surveyors, engineers, contractors and builders. In this situation we consider it primarily appeals to an owner-occupier and a direct comparison with 989 Albany Highway is the primary and relevant indicator of value.

Limitation

Neither the whole, nor any part of this valuation or any reference thereto may be included in any published documents, circular or statement or published in part or full in any way, without written approval of the form and context in which it may appear.

Currency

This valuation is current as at the date of valuation only. The value assessed herein may change significantly and unexpectedly over a relatively short period (including as a result of general market movements or factors specific to the particular property). Independent Valuers of Western Australia does not accept liability for losses arising from such subsequent changes in value. Without limiting the generality of the above comment, Independent Valuers of Western Australia does not assume any responsibility or accept any liability where this valuation is relied upon after the expiration of three (3) months from the date of the valuation, or such earlier date if you become aware of any factors that have any effect on the valuation.

INDEPENDENT VALUERS OF WESTERN AUSTRALIA

VALUER

Peter Murphy AAPI Certified Practising Valuer Licensed Valuer 487 (WA)

AUTHORISED FOR ISSUE BY Mark Houlahan FAPI Managing Director Certified Practising Valuer Licensed Valuer 485 (WA)

$\frac{1}{1}$

Searches and Requisitions

Whilst every reasonable care has been taken during the valuer's inspection of the property and in making relevant enquiries, a Written Flood Search, Written Town Planning Certificate, Special Inspection Search by the Local Authority Building Department, Structural Survey by an Architect or Engineer, or Identification Survey by a Licensed Surveyor have not been undertaken or requested. In the absence of these formal searches or enquiries, it is assumed that the results of any such searches would not disclose any matters significantly affecting the value of the property.

Security Recommendation

In accordance with the Australia and New Zealand Valuation and Property Standards, a security recommendation has not been made as to the suitability of the security as this is a commercial decision for the lender which may not only be based on the content of this report, but may also extend to factors beyond the property itself. It is not normally appropriate for the Valuer to recommend a loan to value ratio (LVR) or percentage to advance.

Assignment of Valuation

Should this valuation be subject to assignment, confirmation, reissue or other act, the signing valuer(s) has/have not reinspected the property nor undertaken further investigation or analysis as to any changes since the initial valuation and accepts no responsibility for reliance upon the initial valuation other than as a valuation of the property as at the date of the initial valuation.

Financial Advice

Please note that information supplied in this valuation is not given as financial advice and the valuer does not hold himself out to be a Financial Advisor. Any reference to financial returns is part of the valuation process only and indicates the relationship of income earning potential to a property's value. If financial advice is required (including the suitability of the security for mortgage lending purposes), the opinion of a qualified financial advisor should be sought.

Privacy

From 21 December 2001, the private sector amendments to the Privacy Act 1988 (Cth) (the "Act") became operative. In accordance with the Act, information supplied is now regarded as private information. Information collected for one purpose may only be used for a secondary purpose if that purpose is related and could be reasonably expected.

In this context, all private information contained within this report is for the private and confidential use of the client for whom the report has been prepared and Independent Valuers is not able to give permission for the information to be published by a third party. If you are a business and use personal information or aggregate such and any other information with that obtained from Independent Valuers of Western Australia, it is your responsibility to conform to privacy legislation.

All data and analyses produced by Independent Valuers of Western Australia are provided on the condition that it is the responsibility of the receiver of such information to conform to privacy legislation. This Office is not able to give permission for the information to be divulged to or published by a third party.

Letting Up

Where an income producing property is either occupied by the current owner or is vacant, a cost to achieve new occupancy (letting) will be incurred upon sale or transfer. This letting-up cost is accounted for in the capitalisation approach as a deduction from the capitalised amount. Costs are considered in three (3) areas, these being:

Loss of income (rent) during the letting up period;
Payment of outgoings such as rates and taxes and electricity and water supply charges which are normally $\bullet$ the responsibility of a tenant during the letting up period; and
Letting fee.

The letting up period will vary in depending on the level of market activity and demand in the immediate locality. Where a property is rented at the date of valuation and there is reasonable expectation that the lease will continue with a change of ownership, accordingly no letting-up allowance is made. A deduction for letting-up costs on residential properties is not considered appropriate as this style of property is not generally purchased for its income producing potential.

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VICTORIAPARK

TOWN OF VICTORIA PARK BUILDING LICENCE APPENDIX 3:

Containes bis $\sim$ as $M_{\rm f}$ ${x_{2i}}_{i=1}^{i}$

Bany Hart, 9341 B164
Eulking Surveyor

File Red MAC8113 08/2865 $\overline{1}$

16 November 2007

Uranium Oil and Gas Ltd 160 Crawford Road INGLEWOOD WA 6052

Deer SinMadans

NO 113 (LOT 16) MACKIE STREET, VICTORIA PARK WA 6100 - BA 08/0865

Enclosed herewith, for your information only, are the conditions of approval relevant to :

BIA 05/0855 - INTERNAL ALTERATIONS TO SHOP/HOUSE FOR OFFICE USE

Yours faithfully

Øf).

MAX JONES MANAGER ENVIRONMENTAL HEALTH & BUILDING SERVICES

Administration Contre, 90 Shepperties Road, Victoria Park 9/4-6193)
Lee Sheping Pale (1993) Way to him the Shepher Hold of the Shepher Shepher
E-mail: Schrieft victoria Real politics

Telephone: (UK) 1831 BIII Euximile: (06) 9371 8181
Euximile: (06) 9371 8181

For more facts about the Town, with our website: www.vicpark.wa.gov.an

BUILDING LICENCE NO. 06/0865

DATE ISSUED: 16 November 2007

SAN STEED OF

BUILDING CONDITIONS CONTINUED

The building owner/developer is hereby notified that in addition to the disabled access and facility
requirements of the Building Code of Australia, it is the responsibility of the developer to ensure
the development compl $\gamma$ $\gamma$
the collation trong the challong you was measured have been falses to contain the builders waster
Unless it can be shown that addquate measured have been falses to contain the builders waster $21.$ provided and the killed Act 1979 to write will manipulate that that is allowed to be placed, put, let,
providens of the Librar Act 1979 for any building waster liber that is allowed to be placed, put, let,
dropped, thrown
proppers, anown or particularly use verge or non-network assess to allow their of any kind to be
It is say offened under the Littler Art 1971-1981 to allow or cause to allow there or allowed to be
deposited on any land by

If you are dissalistied with any of the following conditions you may apply to the State Administrative
Intipidal for a review under section 374 of Local Government (Misostlaneous Provisions) Act 1969.

(END OF BUILDING CONDITIONS)

TECHNICAL SERVICES CONDITIONS

Ÿ. The levels at the street elignment inducting any driveways shall match the existing footpath ternets.
23.
Someone shall be discharged into soakwells or by any other approved method on property. It Somewells are utilised, soekwells shall have a minimum storage capacity in m³ equal to conoff sizes and fisical, soekwells shall 24. standard vehicle mandeuvres.
stansard vencie manoeuvres.
The street varge bakeren the kerbling and the property boundary is to be landscaped, reticulated
and maintained to the satisfaction of the Executive Manager Technical Services.
All storawater ge $2\%$
28

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APPENDIX 4: INSTRUCTIONS

	Mark Killmer ([email protected])
From: Seat:	Thursday, 23 September 2010 2:07 PM
Ťо.	Peter Murphy RE: Mackie Street Victoria Park
Subject:
Thanks Peter, I appreciate it,
Regards
Mark Killmuer
	Company Secretary and Chief Financial Officer
	4 Igas Moantain Mithig Cloiled (ASKIRN) ABN 62 112 934 459
45.	Red Rhef Resources Linked (ASX:RVR) ACN 35 TOD TOO 754
÷.	United Oragen Limited (ASX UCO) ASM 45 115 550 005
€.	Eagle Mickel Limited (ASXENL) ABN 61 125 358 658
	-9 Acknogen Limited (ASXACAN) ABM 14 OR6 778 478
	P%; (08) 9225 6475 Mob; (2414 605 833 Fax; (98) 9225 6474 E: mellersarganceunourbakmainaux.com.gas
	Level 7, 231 Adelaide Tamaen, Purth WA 6009 Postal: PO Box 3235, 356 Adelnide Terrace, Perth WA 6832
COMPROFICING.
	Itan unud nuodago saarang kan truresiya wel ti ara-coolective zona uma brzentinii sinkliy kar kontinenta alika tandisan dominam dim rnancogni blioblich babili. I yncenta rei the silverio divergibant plu abbata wira sunabinità (foci) your auropens and sundy ma sender.
sungitta transmakar ef day karastan caratad.	Propission Africanismos diferença dibistina (principenti monomentius cooperator anchor gara munanganga barempering uni ndawazi uli ary paturnahari birat sitabbit socared asks benevilles (unit discretize all hidrochy trains grapes and
	$\Rightarrow$ Please consider the covironment before printing this e-mail.
	From: Peter Murphy [[email protected]]
Sent: 23 September 2010 12:48
To: Mark Killmier	Subject: RE: Mackle Street Victoria Park
Mark
	I will inspect the property Friday Morning and update this report and comment on the approved use "offices". Delivery is anticipated middle of next week.
Thanks Peter Murphy
	From: Mark Killnäer [[email protected]]
	Sant: Tuesday, 21 September 2010 3:20 PM

To: Peter Murphy Cet Carol Murphy

THE BEAT AND REAL

ANNEXURE "B"

TERMS AND CONDITIONS OF OPTIONS EXPIRING 1 MAY 2014 (AMOUNT PAYABLE: 20 CENTS)

$\mathbf{1}$ . 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 $\overline{2}$

Each Option will expire at 5.00pm WST on 1 May 2014 (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.

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 3. respects part passu with the existing Shares in the capital of the Company on issue at the date of allotment.
4.

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.

5

condense of an opposite at any time prior to the Option Expiry Date. This right is subject to any restrictions on the transfer Each Option is transferable at any time prior to the Option Expiry Date. This right is subject 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 6.

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 a. 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.
The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant $\mathbf b$ . number of Shares being subscribed, being an amount of 20 cents (\$0.20) per Share.
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 c. Holders remaining Options.
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 $\mathbf{d}$ . the Option Holder.
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 e. Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules.
The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed $\mathbf f$ 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.

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 8.

There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may the 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 9. to the holders of Shares.

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 t

RG 10/18169G6A.DOC fc

⇨

Proxy Form

SHAREHOLDER

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

⇨ APPOINTS p 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.

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.

SIGNATURE OF SHAREHOLDER(S) В All single or joint holders of shares must sign this form.	Û	⇩
Signature	Signature		Signature

	Date
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.

Name....................................

Address ...................................

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

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

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 1 December 2010
commencing at 10 am (WST) and at any adjournment thereof.

RG 10/18169G6A.DOC fc

PROXY'S VOTING $\boldsymbol{4}$ PROXY'S INSTRUCTIONS (OPTIONAL) ABSTAIN AGAINST FOR DISCRETION ⇨ 1. Acquisition of 113 Mackie Street, Victoria Park

Acquisition of mining tenements from United Orogen 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.

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.

$\frac{9}{6}$

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 4917 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 1 December 2010.

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 $+61892256474.$

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_2010-11-03_c70c084e-759c-4d5a-9b1a-ca75b331da73.pdf

Circular to Shareholders

NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

DATE: 21 October 2010

Notice of General Meeting

ACQUISITION OF 113 MACKIE STREET, VICTORIA PARK

Voting Exclusion

ACQUISITION OF MINING TENEMENTS FROM UNITED OROGEN LIMITED 2.

Voting Exclusion

"Snap-Shot" Time

PROXIES

DATED: 21 OCTOBER 2010

Explanatory Memorandum

Background

RESOLUTION 1 – ACQUISITION OF 113 MACKIE STREET, VICTORIA PARK

Background to Resolution 1

Corporations Act - Chapter 2E

Interests of David Zohar and Zhukov Pervan

RESOLUTION 2 - ACQUISITION OF MINING TENEMENTS FROM UNITED OROGEN

Background to Resolution 2

Corporations Act - Chapter 2E

Corporations Act - Part 6.1

GLOSSARY

ANNEXURE "A"

ROTHSAY CONSULTING SERVICES Pty Ltd ACN 008 939 446

Independent Expert's Report on the issue of shares and options to United Orogen Limited

RESOLUTION 1

The Proposed Transaction

Summary of opinion

Criteria for Evaluation

SOURCES OF INFORMATION

BACKGROUND

Corporate History

Share structure

Directors

ISSUE OF SHARES TO UNITED OROGEN

FAIR VALUE

VALUE OF IRON MOUNTAIN MINING SHARES

Market Value

Capitalisation of Earnings

Research Analyst Valuations

Dividends

Alternative Offers

Conclusion on the Value of Iron Mountain Mining Shares

CONCLUSION AS TO FAIRNESS OF THE TRANSACTIONS

OTHER CONSIDERATIONS

Share Price of Iron Mountain Mining if the Issue is Rejected

Taxation Consequences

Intentions

Advantages

Disadvantages

Further transactions contemplated

CONCLUSION AS TO REASONABLENESS

PREMIUM FOR CONTROL

RESOLUTION 2

The Proposed Transaction

Summary of Opinion

Criteria for Evaluation

SOURCES OF INFORMATION

BACKGROUND

Corporate History

Share structure

Directors

ISSUE OF SHARES TO UNITED OROGEN

FAIR VALUE

VALUE OF IRON MOUNTAIN MINING SHARES

Market Value

Capitalisation of Earnings

Research Analyst Valuations

Dividends

Alternative Offers

Conclusion on the Value of Iron Mountain Mining Shares

CONCLUSION AS TO FAIRNESS OF THE TRANSACTIONS

OTHER CONSIDERATIONS

Share Price of Iron Mountain Mining if the Issue is Rejected

Escrow

Taxation Consequences

Intentions

WESTERN YILGARN NL Proxy Solicitation & Information Statement 2010