IRON MOUNTAIN MINING LIMITED ACN 112 914 459

of Level 7, 231 Adelaide Terrace, Perth WA 6000

Circular to Shareholders including NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

General Meeting of Iron Mountain Mining Limited to be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on Thursday, the 27th day of May 2011 commencing at 10.00 am (WST).

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

DATE: 14 April 2011

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

1990 - Jan Barbara Barat, p

	Corporate Directory
Directors	Simon England LLB (Hons), BCom GAICD Chairman
	Robert Sebek B.App.Sc., B.Sc.(Hons), MBA Managing Director
	Zhukov Pervan MBBS (WA), FRACGP, FAICD Director
	David Zohar BSc DipEd Director
Company Secretary	Mark Killmier MBA(UWA), FCPA, GAICD, Grad Dip Corp Gov ASXLE, Grad Dip App Finance, BEc(Adel)
Head Office	Level 7 231 Adelaide Terrace PERTH WESTERN AUSTRALIA 6000 Phone: $(08)$ 9225 6475 $(08)$ 9225 6474 Fax: Website: www.ironmountainmining.com.au
Registered Office	Level 7 231 Adelaide Terrace PERTH WESTERN AUSTRALIA 6000
Auditors	BDO Kendalls Audit and Assurance (WA) Pty Ltd 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 27 May 2011 commencing at 10:00am 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, WESTERN AUSTRALIA $\mathbf{1}$

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

"That for the purposes of Listing Rule 10.1 of the Listing Rules of the ASX and sections $208$ and $611(7)$ 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 \$85,000, the issue of 10 million shares and the grant of 15 million options exercisable at 20 cents each on or before 1 May 2016 on the terms set out in the Explanatory Memorandum."

Voting Exclusion

For the purposes of ASX Listing Rule 10.1 in relation to Resolution 1, the Company will disregard any votes cast by any party who is a party to the transaction 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.

$2.$ ACQUISITION OF MINING EXPLORATION TENEMENTS FROM UNITED OROGEN LIMITED

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

"That for the purposes of Listing Rule 10.1 of the Listing Rules of the ASX and sections 208 and 611(7) 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 3.5 million shares and the grant of 15 million 20 cent options in Iron Mountain Mining Limited exercisable on or before 1 May 2016 on the terms set out in the Explanatory Memorandum."

Voting Exclusion

For the purposes of ASX Listing Rule 10.1 in relation to Resolution 2, the Company will disregard any votes cast by any party who is a party to the transaction 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

$3.$ GRANT OF OPTIONS TO ROBERT SEBEK

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

"That for the purposes of Listing Rule 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 grant to Robert Sebek 2 million options exercisable at 20 cents each on or before 1 May 2016 to subscribe for shares in the Company on the terms set out in the Explanatory Memorandum attached."

Voting Exclusion

For the purposes of ASX Listing Rule 10.11 in relation to Resolution 3, the Company will disregard any votes cast by any party who is to receive securities 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.

"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 10 am WST, 26 May 2011 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the shares at that time.

PROXIES

Please note that:

a member of the Company entitled to attend and vote at the General Meeting is entitled to $(a)$ appoint a proxy;
$(b)$ a proxy need not be a member of the Company; and
a member of the Company entitled to cast two or more votes may appoint two proxies and $(c)$ 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 14 April 2011

BY ORDER OF THE BOARD

DAVID ALAN ZOHAR Director Iron Mountain Mining Limited

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting to be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on 27 May 2011 commencing at 10:00am 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 not enter into a transaction with a related party without the prior approval of the shareholders of the Company. United Orogen Limited (UOG) is a related party to the Company. David Zohar and Zhukov Pervan are directors of both UOG and the Company and they hold securities in both companies.

Table 1.1 Interests of David Zohar and Zhukov Pervan in Iron Mountain Mining Limited

Name	Total No of shares held	$\%$ held	Total No of options held	$\frac{6}{10}$ held
David Zohar and associates	31,096,530	25.5	12,428,335	30.9
Zhukov Pervan and associates	2,100,000	1.7	2,500,000	6.2
United Orogen Limited (David Zohar and associates hold a 23.8% interest)	10,232,341 8.4 0		$\theta$
TOTAL ON ISSUE	122,086,881		40,186,250

Name	Total No of shares held	℅ held
David Zohar and associates	15,391,947	23.8
Zhukov Pervan 275,000 and associates		0.4
Iron Mountain Mining Limited (David Zohar and associates hold a 25.5% interest)	513,586	0.79
TOTAL ON ISSUE	64,772,853

		Table 1.2 Interests of David Zohar and Zhukov Pervan in United Orogen Limited
--	--	-------------------------------------------------------------------------------	--	--	--	--	--	--	--	--	--	--

The Company holds 513,586 shares in UOG and therefore has a relevant interest of 0.79% in UOG. David Zohar and associates hold a 25.5% voting power in the Company and therefore have a relevant interest in the securities in UOG and in other securities under s608(3).

UOG beneficially holds 10,232,341 shares in the Company and therefore has a relevant interest of 8.4% in the Company. After resolution 1 is passed, UOG will hold a 15.3% relevant interest in the Company. David Zohar and associates hold a 23.8% interest in UOG and therefore have a relevant interest in other securities held by UOG under s608(3).

Table 1.3 Interests of UOG in the Company currently

Name	Total No of shares held	% held	Total No of options held	$\frac{0}{2}$ held
United Orogen Limited	10,232.241	8.4
Total on issue	122,086,881		40,186,250

Table 1.4 Interests of UOG in the Company after resolution 1 is passed

Name	Total No of shares held	$\%$ held	Total No of options held	% held
United Orogen Limited	20,232,241	15.3	15,000,000	27.2
Total on issue	132,086,881		55,186,250

Background to Resolution 1

The Directors of the Company have resolved to purchase from UOG the property situated at and known as 113 Mackie Street, Victoria Park, WA. The consideration to be provided to UOG by the Company is:

$(a)$ the sum of \$85,000;
the issue of 10 million shares in the Company; and $(b)$
the grant of 15 million options to acquire a share in the Company at an exercise price of 20 $(c)$ cents each on or before 1 May 2016.

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

David Zohar and Zhukov Pervan are directors of the Company and are also directors of UOG. For the purposes of Listing Rule 10, David Zohar and Zhukov Pervan are persons in a position of influence in both the Company and UOG. 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 the Company has obtained a report on the transaction from an independent expert, being MGI Perth. The independent expert has concluded that the transaction is not fair but it is reasonable to the shareholders of the Company. A copy of the independent expert report in its entirety appears as Annexure "B" to this memorandum.

Two valuation reports of 113 Mackie Street, Victoria Park, Western Australia are contained in this circular. The first valuation was performed in September 2010 by the Independent Valuers of Western Australia and appears as Annexure "D" to this memorandum. An overview of the valuation was performed by Mr Keith Wilson of Pember, Wilson & Eftos on 25 February 2011 and appears as Annexure "C" to this memorandum.

Regulatory Requirements

Corporations Act – Chapter 2E

See Tables 1.1 and 1.2 above for the amounts of shares and options held by David Zohar and Zhukov Pervan in the Company and UOG.

UOG currently holds 10,232,241 shares in the Company. If Resoution 1 is approved by shareholders of the Company, UOG will hold 20,232,241 shares in the Company. This will increase UOG's shareholding in the Company from 8.4% to 15.3%. David Zohar and associates will also therefore increase their relevant interest in the Company because they hold a 23.8% relevant interest in UOG.

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 are directors of the Company and are related parties of UOG.

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

$(a)$ Who is the related party?

The related party is UOG.

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

The financial benefit being provided to UOG is \$85,000, the issue of 10 million shares in the Company and the grant of 15 million options to acquire a share in the Company at an exercise price of 20 cents each on or before 1 May 2016 in exchange for title in the property known as 113 Mackie Street, Victoria Park, WA.

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, WA to meet the long term objectives of the Company. Further, Mr England is of the view that should the Company require cash in the future, the Company will be able to raise finds through the sale of 113 Mackie Street. Victoria Park. WA.
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, WA to meet the long term objectives of the Company. Further, Mr Sebek is of the view that should the Company require cash in the future, the Company will be able to raise funds through the sale of 113 Mackie Street, Victoria Park, WA.
David Zohar makes no recommendation as he has an interest in the outcome.
Zhukov Pervan makes no recommendation as he has an interest in the outcome.
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 UOG and the Company.

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

If 10 million Shares contemplated under Resolution 1 are issued to UOG, the percentage of shares on issue in the Company in which UOG would have a relevant interest would

increase from 8.4% to 15.3% on the assumption that no further shares are issued by the Company.

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 below 20% to above 20% or from a level above 20% to below 90%.

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.

UOG's interests in the Company

As at the date hereof UOG beneficially holds 10,232,241 shares in IRM. UOG currently holds no options to acquire shares in the Company.

The issued capital of the Company is currently 122,086,881 shares of which UOG has an interest of 8.4%. If Resolution 1 is passed, UOG will hold 20,232,241 shares in the Company with an interest of 15.3%. This increase in the shares held by UOG in the Company will mean that David Zohar and associates will potentially increase their relevant interest in the Company because they hold a 23.8% relevant interest in UOG. If resolution 1 is passed, David Zohar and associates' relevant interest in the Company will increase from 23.8% plus the 8.4% relevant interest through UOG's shareholding in the Company, to a total of 23.8% plus the 15.3% relevant interest through UOG's shareholding in the Company.

If UOG exercises their 15 million options from Resolution 1 before 1 May 2016 and assuming that no other shares were issued in that time, UOG would hold 35,232,241 shares out of 147,086,881 total shares in the Company and have a relevant interest in 24.0% of the Company. Therefore, the provisions of section 606 of the Corporations Act would be invoked if UOG exercises its 15 million options before 1 May 2016 and assuming no other shares have been issued in the Company when and if the options are exercised.

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:

$(i)$ The identity of the person proposing to make the acquisition and their associates: UOG is the direct acquirer. David Zohar and associates and Zhukov Pervan and associates are shareholders of the Company and UOG. David Zohar and Zhukov Pervan are also directors of the Company and UOG.

The maximum extent of the increase in that person's voting power in the company that $(ii)$ would result from the acquisition:

UOG's voting power will increase from 8.4% to 15.3%.

UOG's voting power will increase from 15.3% to 24.0% if UOG exercises its 15 million options before 1 May 2016 and no other shares have been issued in the Company.

$(iii)$ The voting power that person would have as a result of the acquisition:

15.3% of the Company's then issued 132,086,881 shares. There is a potential for UOG to obtain 24.0% of the voting power in the Company if UOG exercises its 15 million options before 1 May 2016 and no other shares in the Company have been issued. David Zohar and associates have a relevant interest of 23.8% in UOG and could therefore increase their voting power through the increase of UOG's voting power in the Company.

The maximum extent of the increase in the voting power of each of that person's associates $(iv)$ that would result from the acquisition:

15.3% - after 10 million shares are issued to UOG.

24.0% - if UOG exercises its 15 million options before 1 May 2016 and no other shares in the Company have been issued.

$(v)$ The voting power that each of that person's associates would have as result of the acquisition:

David Zohar and Zhukov Pervan will not have any direct increase in their voting power. UOG's voting power will increase. David Zohar and associates currently have a relevant interest in 23.8% of UOG and Zhukov Pervan holds 0.4% of the voting power in UOG. David Zohar and associates' relevant interest of 23.8% in UOG and could therefore increase their voting power through the increase of UOG's voting power in the Company.

Resolution 1 is, therefore, designed to fulfil the requirements of Section 611 of the Corporations Act in relation to UOG's acquisition of 10 million shares and 15 million options in the Company.

Table 1.5 Interests of UOG in the Company if UOG should exercise its 15 million options before 1 May 2016 (assuming no other shares or options have been issued in the Company)

Name	Total No of shares held	% held	Total No of options held	$\%$ held
United Orogen Limited	35,232,241	24.0
Total on issue	147,086,881		40,186,250

RESOLUTION 2 - ACQUISITION OF MINING TENEMENTS FROM UNITED OROGEN LIMITED

Background to Resolution 2

The Directors of the Company have resolved to purchase UOG's interests in three mining exploration tenements. Details of the Company's interests in the mining exploration tenements are:

Exploration Licence 25329 "Lucky U": UOG currently holds a 70% interest and the $\bullet$ Company holds a 30% interest.
Exploration Licence 25894 "Florence Creek": UOG currently holds a 50% interest and the Company holds a 50% interest.
Exploration Licence 25346 "Treasure": UOG and the Company 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 Treasure by spending \$2 million over 5 years.

Lucky U, Florence Creek and Treasure are discussed in more detail in the valuation report of Mr John Wyatt, which appears as Annexure "E" to this memorandum.

The consideration for Lucky U, Florence Creek and Treasure to be provided by the Company to UOG is the issue of 3.5 million shares and the grant of 15 million 20 cent options exercisable on or before 1 May 2016.

David Zohar and Zhukov Pervan are directors of UOG and are also directors of the Company. For the purposes of Listing Rule 10, David Zohar and Zhukov Pervan are persons in a position of influence in both the Company and UOG. 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.

After resolution 1 is passed, UOG will hold 20,232,241 shares in the Company with a 15.3% interest in the Company. After resolution 2 is passed, UOG will hold 23,732,241 shares in the Company with an interest of 17.5%. This increase in the shares held by UOG in the Company will mean that David Zohar and associates may increase their voting power in the Company because they hold a 23.8% interest in the Company.

After resolutions 1 and 2 are passed, David Zohar and associates' relevant interest in the Company will be diluted from 25.5% to 22.9%.

If UOG holds a 17.5% relevant interest in the Company and David Zohar and associates hold a 22.9% relevant interest in the Company, David Zohar and associates could potentially have a relevant interest of 40.4% of the Company after resolutions 1 and 2 are passed. Similarly, if the options held by UOG in resolutions 1 and 2 are exercised, David Zohar and associates could potentially hold a 51.2% relevant interest in the Company. David Zohar and associates also hold options in the Company (see Table 1.1 above) and if these exercised in the future they could obtain approximately a further 4% interest in the Company, giving David Zohar and associates voting power of 54.6% in the Company. These figures are all based on the assumptions that no further shares are issued in the Company between the current time and the time that any options held by David Zohar and associates or UOG are exercised (if they are exercised).

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 10.10, to obtain the approval of shareholders pursuant to Listing Rule 10.1 the Company has obtained a report on the transaction from an independent expert, being MGI Perth. The independent expert has concluded that the transaction is fair and reasonable to the shareholders of the Company. A copy of the independent expert report in its entirety appears as Annexure "B" to this memorandum.

Corporations Act - Chapter 2E

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party, unless it has the approval of its members.

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

$(a)$ Who is the related party?

The related party is UOG.

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

The financial benefit to UOG is the issue of 3.5 million shares and the grant of 15 million options exercisable at 20 cents each on or before 1 May 2016 as consideration for the transfer of UOG's interests in three mineral exploration tenements.

$(c)$ What do the directors recommend?

In relation to Resolution 2:

Simon England recommends that shareholders vote in favour of Resolution 2 as he 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 as he 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 UOG.
Zhuhov Pervan makes no recommendation as he has an interest in the outcome in that he is a director of $UOG$ .
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 UOG. David Zohar and associates currently hold 23.8% of the issued capital of UOG.

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

Corporations Act - Part 6.1

UOG's interests in the Company

As at the date hereof UOG beneficially holds 10,232,241 shares in the Company. UOG currently holds no options to acquire shares in the Company.

The issued capital of the Company is currently 122,086,881 shares of which UOG has an interest of 8.4% If Resolutions 1 and 2 are passed, UOG will hold 23,732,241 shares in the Company with an interest of 17.5%. This increase in the shares held by UOG in the Company will mean that David Zohar and associates will potentially increase their voting power in the Company because they hold a $23.8\%$ interest in $UOG$

If UOG exercises their 30 million options from Resolutions 1 and 2 before 1 May 2016 and assuming that no other shares were issued in that time, UOG would hold 53,732,241 shares out of the 165,586,881 total shares in the Company and have a relevant interest in 32.4% of the Company.

Therefore, the provisions of section 606 of the Corporations Act would be invoked if resolutions 1 and 2 are passed because David Zohar and associates would have a relevant interest of 22.9% and increase their relevant interest in the Company through UOG, which will increase its interest in IRM to 17.5% and if UOG exercises its 30 million options before 1 May 2016 and assuming no other shares have been issued in the Company when and if the options are exercised.

After resolutions 1 and 2 are passed, David Zohar and associates' relevant interest in the Company will be diluted from $25.5\%$ to $22.9\%$ .

Once UOG holds a 17.5% interest in the Company and David Zohar and associates hold a 22.9% relevant interest in the Company, David Zohar and associates could potentially have a voting power of 40.4% in the Company after resolutions 1 and 2 are passed. This is based on the assumption that David Zohar and associates have control of UOG from their 23.8% relevant interest. Similarly, if the options held by UOG in resolutions 1 and 2 are exercised, David Zohar and associates could potentially hold a 51.2% interest in the Company. David Zohar and associates also hold options in the Company (see Table 1.1 above) and if these exercised in the future they could obtain a further 54.6% interest in the Company (See Tables 1.7 And 1.8 below).

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:

$(i)$ The identity of the person proposing to make the acquisition and their associates:

UOG is the acquirer. David Zohar and associates and Zhukov Pervan and associates are shareholders of the Company and UOG. David Zohar and Zhukov Pervan are directors of the Company and UOG.

$(ii)$ The maximum extent of the increase in that person's voting power in the company that would result from the acquisition:

UOG's voting power will increase from 17.5% to 32.4% if UOG exercises its 30 million options before 1 May 2016 and no other shares have been issued in the Company. David Zohar and associates have a 23.8% relevant interest in UOG and therefore may have a 54.6% interest in the Company is the 30 million options are exercised by UOG in the future and no further shares have been issued in the Company.

$(vi)$ The voting power that person would have as a result of the acquisition:

17.5% of the Company's then issued 135,586,881 shares. There is a potential for UOG to obtain 32.4% of the voting power in the Company if UOG exercises its 30 million options before 1 May 2016 and no other shares in the Company have been issued.

The maximum extent of the increase in the voting power of each of that person's associates $(vii)$ that would result from the acquisition:

17.5% - after 13.5 million shares are issued to UOG.

32.4% - if UOG exercises its 30 million options before 1 May 2016 and no other shares in the Company have been issued.

$(viii)$ The voting power that each of that person's associates would have as result of the acquisition:

David Zohar and Zhukov Pervan will not have any direct increase in their voting power. UOG's voting power in the Company will increase. David Zohar and associates currently hold 23.8% of the voting power in UOG and Zhukov Pervan and associates hold 0.4% of the voting power in UOG. If David Zohar and associates' relevant interest in UOG means that they have the majority of voting power in UOG, they could potentially increase their control in the Company from 22.9% to 40.4% (assuming no further shares are issued).

Resolution 2 is, therefore, designed to fulfil the requirements of Section 611 of the Corporations Act in relation to UOG's acquisition of 13.5 million shares and 30 million options in the Company.

Table 1.6 Interests of UOG and David Zohar and associates in the Company after resolutions 1 and 2 are passed

Name	Total No of shares held	% held	Total No of options held	$\frac{6}{10}$ held
United Orogen Limited	23,732,241	17.5	30,000,000	42.7
David Zohar and associates	31,096,530	22.9	12,428,335	17.7
Total on issue	135,586,881		70,186,250

The combination of voting power in the Company of UOG and David Zohar and associates in 40.4% after resolutions 1 and 2 are passed.

Table 1.7 and 1.8 Potential interests of UOG and David Zohar and associates in the Company after resolutions 1 and 2 are passed

Table 1.7 is the voting power in the Company if the 30,000,000 options from Table 1.6 are exercised by UOG in the future and assuming that no further shares or options are issued in the Company.

Name	Total No of shares held	$\%$ held	Total No of options held	$\%$ held
United Orogen Limited	53,732,241	32.4		0
David Zohar and associates	31,096,530	18.8	12,428,335	30.9
Total on issue	165,586,881		40,186,250

Table 1.8 is the voting power in the Company if David Zohar and associates decide to exercise their options from Table 1.1 and assuming that no further shares or options are issued in the Company.

Name	Total No of shares held	$\%$ held	Total No of options held
United Orogen Limited	53,732,241	30.2
David Zohar and associates	43,524,865	24.4
Total on issue	178,015,216		27,757,915

Rights issue prospectus

UOG is offering its shareholders the opportunity to subscribe for new shares in UOG. UOG has prepared a Replacement Prospectus for the rights issue, which is available on the ASX website. The number of shares being offered under the replacement prospectus for the rights issue is 32,386,426. Assuming no other shareholders besides David Zohar and associates take up their entitlements and exercise their options, they would have a 37.91% voting power in UOG. The rights issue may increase David Zohar and associates voting power in the Company because UOG beneficially holds shares in the Company and will increase its shareholding in the Company after resolutions 1 and 2 are passed.

If IRM decides to take up its entitlements in addition to David Zohar and associates, its voting power in the Company would increase from 0.79% to 1.27%. Table 1.9 below shows the possible increase in David Zohar and associate's voting power in the Company, which would result from the rights issue if David Zohar and associates and IRM were the only shareholders to take up their entitlements.

	Total No of shares held currently	$\%$ held	Total No of shares held if shareholder other no. than David Zohar takes up their entitlements and David Zohar exercises his Options	$\%$ held
David Zohar and associates	15,391,947	23.8	30,783,894	37.91
Iron Mountain Mining Limited (David Zohar and associates currently hold 25.5% a relevant interest)	513,586	0.79	1,027,172	1.27
TOTAL ON ISSUE	64,772,853		81, 191, 972

Table 1.9

RESOLUTION 3 - GRANT OF OPTIONS TO ROBERT SEBEK

Background to Resolution 3

The Directors of the Company have resolved to grant 2 million options to Robert Sebek, the current Managing Director of the Company. The terms and conditions of the options are set out as Annexure "A".

The options are granted as an incentive to Mr Sebek and are exercisable at 20 cents each on or before 1 May 2016.

Pursuant to Listing Rule 10.1, a company must not issue or agree to issue securities to a director without first obtaining the approval of shareholders. For the purposes of Listing Rule 10.13 the Company provides the following information:

$(a)$ the options will be granted to Mr Robert Sebek;
$(b)$ 2 million options will be granted to Mr Robert Sebek;
$(c)$ the options do not have a deemed grant price and the exercise price is 20 cents each:
the options will be granted within 1 month of the meeting if shareholder approval is $(d)$ obtained.
$(e)$ Mr Robert Sebek is the Managing Director of the Company.

Corporations Act - Chapter 2E

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party, unless it has the approval of its members. Mr Robert Sebek is a director of the Company and therefore a related party.

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

Who is the related party? $(a)$

Robert Sebek.

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

The grant of 2 million options.

What do the directors recommend? $(c)$

In relation to Resolution 3:

Simon England recommends that shareholders vote in favour of Resolution 3 because it will give Robert Sebek an incentive to have the Company's share price increase over time, which will benefit all shareholders.
ö David Zohar recommends that shareholders vote in favour of Resolution 3 because it will give Robert Sebek an incentive to have the Company's share price increase over time, which will benefit all shareholders.

$\bar{z}$

Zhukov Pervan recommends that shareholders vote in favour of Resolution 3 because it will give Robert Sebek an incentive to have the Company's share price increase over time, which will benefit all shareholders.
Robert Sebek makes no recommendation as he has an interest in the outcome. $\bullet$
$(d)$ Do any directors have an interest in the outcome of the proposed resolution?

Other than Robert Sebek, none of the directors have a personal interest in Resolution 3.

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

Robert Sebek earns a salary of \$160,000.00 per year plus compulsory superannuation. Robert Sebek does not have any shares or options in the Company currently.

GLOSSARY

로

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

$\bar{\nu}$

ANNEXURE "A"

TERMS AND CONDITIONS OF OPTIONS EXPIRING 1 MAY 2016 (AMOUNT PAYABLE: 20 CENTS)

Entitlement $\mathbf{1}$ .

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

Option Period 2.

Each Option will expire at 5.00pm WST on 1 May 2016 (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 $\overline{3}$ .

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

4. Voting

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

5. Transfer of an Option

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

6. Method of Exercise of an Option

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

7. Reconstruction

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

Participation in New Share Issues 8.

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

Change of Options' Exercise Price or Number of Underlying Shares. 9.

There are no rights to change the exercise price or the number of underlying Shares if there is a pro-rata issue or bonus issue to the holders of Shares.

$\sim$

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

MGI Perth Corporate Finance

$\sim 10^{-1}$ m $^{-1}$ m $^{-1}$ m $^{-1}$ WELL ASSESSED ${\rm E}$ 68 $\,$ 8. $\,$ 1 ${\star}$ $\left\langle \phi_{\mu} \right\rangle = \left\langle \phi_{\mu} \right\rangle = \left\langle \left\langle \phi_{\mu} \right\rangle \right\rangle$ the Australian and Control $\label{eq:1} \tilde{E}=-\tilde{E}+\tilde{E}+\tilde{E}^{\dagger}+\tilde{E}^{\dagger}+\tilde{E}^{\dagger}$ Subscription (MP)

29 March 2011

PRIVATE & CONFIDENTIAL

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

Dear Sirs

INDEPENDENT EXPERT REPORT

1. INTRODUCTION

MGI Perth Corporate Finance Pty Ltd ("MGICF") has been requested by Iron Mountain Mining Ltd ("IRM" or "the Company") to prepare an Independent Expert Report in relation to the proposed acquisition of 113 Mackie Street, Victoria Park, WA ("Property Transaction"), together with the acquisition of certain mining exploration tenements from United Orogen Limited ("UOG") ("Tenement Transaction") which under ASX Listing Rule 10.1 and sections 208 and 611 of the Corporations Act requires shareholder approval at the forthcoming General Meeting of Shareholders to be held on or about 20^th May 2011. The Property Transaction and Tenement Transaction are collectively referred to in this report as the "Proposed Transactions".

Resolution 1 of the Notice of Meeting comprises:

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

"That for the purposes of Listing Rule 10.1 of the Listing Rules of the ASX and sections 208 and 611 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 \$85,000, the issue of 10 million shares and the grant of 15 million options exercisable at 20 cents each on or before 1 May 2016 on the terms set out in the Explanatory Memorandum."

(Referred to herein as the Property Transaction).

Resolution 2 of the Notice of Meeting comprises:

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

"That for the purposes of Listing Rule 10.1 of the Listing Rules of the ASX and sections 208 and 611 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 3.5 million shares and the grant of 15 million 20 cent options in Iron Mountain Mining Limited exercisable on or before 1 May 2016 on the terms set out in the Explanatory Memorandum."

(Referred to herein as the Tenement Transaction).

wasser est through

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Antonio de Co

· Mergers and acquisitions.
· Divestments
· Management Buyouts (Mana)
· Management Boyins (MRI)
· Development capital raising

Resolutions 1 and 2 of the attached Notice of Meeting seek shareholder approval of both the Property and Tenement Transaction. These two resolutions are not interdependent and hence represent two stand-alone transactions.

To assist shareholders in making a decision on the two resolutions, the directors have requested that MGICF prepare an independent expert's report, which must state whether, in the opinion of the independent expert, the Property Transaction and the Tenement Transaction are fair and reasonable having regard to the interests of IRM shareholders other than those involved in the Proposed Transaction or associated with such persons and whose approval the Resolutions giving effect to these transactions is required at the Extraordinary General Meeting ("non-associated shareholders of $IRM$ ").

The Summary of our opinion is set out in Section 2 of this Report.

A brief summary of the two proposed transactions are set out in Section 3 of this Report and a detailed outline is set out fully in the Explanatory Memorandum accompanying the Notice of Meeting of IRM to be held on or about 20^th May 2011.

We understand that this Report will accompany the Notice of Meeting and Explanatory Memorandum.

SUMMARY OF OPINION $2_-$

$\mathbf{1}$ Based upon the information set out in this report, we are of the opinion that the Property Transaction is not fair but reasonable having regard to the interests of the non-associated shareholders of IRM.

MGICF has formed the opinion that the Property Transaction is not fair because the value of IRM's shares post the Property Transaction is less than the value of the Company's shares prior to the Property Transaction.

ASIC Regulatory Guide 111 (RG 111), states that an offer is reasonable if it is fair. Notwithstanding this, MGICF has also had regard to other relevant considerations in assessing the reasonableness of the Property Transaction. Further details are set out in Section 8 of this Report.

$2.$ Based upon the information set out in this report, we are of the opinion that the Tenement Transaction is fair and reasonable having regard to the interests of the non-associated shareholders of IRM.

MGICF has formed the opinion that the Tenement Transaction is fair because the value of IRM's shares post the Tenement Transaction is greater than the value of the Company's shares prior to the Tenement Transaction.

ASIC Regulatory Guide 111 (RG 111), states that an offer is reasonable if it is fair. Notwithstanding this, MGICF has also had regard to other relevant considerations in assessing the reasonableness of the Tenement Transaction. Further details are set out in Section 10 of this Report.

$3₁$ Our opinion is based solely on the information available at the date of the report as detailed in Section 11.
1. The principal factors that we have taken into account in forming our opinion are set out in the supporting detail to this report.

$5₁$ The decision of each shareholder as to whether to approve the two proposed transactions is a matter for individual shareholders. This decision should be based on each shareholder's views as to matters including value and future market conditions, risk profile, liquidity preferences, investment strategy, portfolio structure and tax positions. In particular, taxation consequences may vary from shareholder to shareholder. If shareholders are in any doubt, they should consult an independent professional adviser.
The opinion should be read in conjunction with the full text of this report which follows 6. after our Financial Services Guide, which sets out our scope and findings.

The supporting detail of our Report (set out in the sections that follow after our Financial Services Guide and Qualifications Declarations and Consents), comprises the following sections:

$3₁$ Summary of the Proposed Transaction
$\overline{4}$ . Purpose of the Report
1. Basis of the Assessment
1. Valuation of Iron Mountain Mining Limited shares Pre Proposed Transaction
Valuation of Iron Mountain Mining Limited Shares Post Property Transaction $\overline{7}$ . (Resolution 1)
Assessment as to Fairness and Reasonableness of the Property Transaction 8. (Resolution 1)
1. Valuation of Iron Mountain Mining Limited Shares Post Tenement Transaction (Resolution 2)
$10.$ Assessment as to Fairness and Reasonableness of the Tenement Transaction (Resolution 2)
$11.$ Sources of Information

Appendix 1 - Overview of valuation methodologies

Appendix 2 Independent Valuation report of 113 Mackie Street by Pember Wilson & Eftos
Appendix 3 Independent Valuation report of 113 Mackie Street by Independent Valuers of Western Australia

Appendix 4 - Independent Valuation report of Tenements by Geological Investigations Pty Ltd

Yours sincerely

MGI PERTH CORPORATE FINANCE PTY LTD

T J SPOONER CA FCA(UK) ACIS DIRECTOR

MGI Perth Corporate Finance Pty Ltd ("MGICF") FINANCIAL SERVICES GUIDE

MGICF (ABN 84 009 342 661) provides valuation 1. advice, valuation reports, Independent Expert's Reports and Investigating Accountant's Reports in relation to takeovers and mergers, prospectuses and disclosure documents, commercial litigation, tax and stamp duty matters, assessments of economic loss, commercial
and regulatory disputes. MGICF holds Australian MGICF holds Australian Financial Services Licence No. 289358.
MGICF has been engaged to provide general financial $\overline{2}$ product advice in the form of the attached report to be provided to you.

Financial Services Guide

The Corporations Act 2001 authorises MGICF to provide this Financial Services Guide (FSG) in connection with its provision of an Independent Expert's Report (IER) to accompany the Notice of Meeting to be sent to IRM shareholders.
$4.$ This FSG is designed to assist retail clients in their use of any general financial product advice contained in the This FSG contains information about MGICF IER. generally, the financial services we are licensed to provide, the remuneration we may receive in connection with the preparation of the IER, and if complaints against us ever arise how they will be dealt with.

Financial services we are licensed to provide

Our Australian financial services licence allows us to 5. carry on a financial services business to provide financial product advice for securities and deal in a financial product by arranging for another person to issue, apply for, acquire, vary or dispose of a financial product in respect of securities to retail and wholesale clients

General Financial Product advice

The IER contains only general financial product advice. It was prepared without taking into account your personal objectives, financial situation or needs. It is not intended to take the place of professional advice and you should not make specific investment decisions in reliance upon the information contained in this report.
You should consider the appropriateness of this $7₁$ general advice having regard to your own objectives. financial situation and needs before you act on the advice. You may wish to obtain personal financial product advice from the holder of an Australian Financial Service Licence to assist you in this assessment.

Fees, commissions and other benefits we may receive

MGICF charges fees to produce reports, including this 8. IER. These fees are negotiated and agreed with the entity which engages MGICF to provide a report. Fees are charged on an hourly basis or as a fixed amount
depending on the terms of the agreement with the person who engages us.
Neither MGICF nor its directors and officers receives 9. any commissions or other benefits, except for the fees for services referred to above.
$10₁$ All of our employees receive a salary and do not receive any commissions or other benefits arising directly from services provided to our clients. The remuneration paid to our directors reflects their individual contribution to the company and covers all aspects of performance. Our directors do not receive
any commissions or other benefits arising directly from services provided to our clients.
We do not pay commissions or provide other benefits to $11.$ other parties for referring prospective clients to us.

Complaints

$12.$ If you have a complaint, please raise it with us first, using the contact details listed below. We will endeavour to satisfactorily resolve your complaint in a timely manner.
If we are not able to resolve your complaint to your 13. satisfaction within 45 days of your written notification, you are entitled to have your matter referred to the Financial Industry Complaints Services (FICS), an external complaints resolution service. You will not be charged for using the FICS service.

Contact details

MGICF contact details are contained on the first page of our Independent Expert's Report.

QUALIFICATIONS, DECLARATIONS AND CONSENTS Qualifications

MGICF is licensed under the Corporations Act to carry 1. on a financial services business to provide the financial services referred to in section 5 of our Financial Services Guide (refer above). MGICF's authorised
representatives have extensive experience in the field of corporate finance, particularly in relation to the valuation of shares and businesses and have undertaken a significant number of valuations. IER's. IAR's and similar assignments.
This report was prepared by Mr TJ Spooner, who is an $\overline{2}$ . authorised representative of MGICF. Mr Spooner has
substantial experience in the provision of valuation and similar advice and has been a qualified Chartered
Accountant (UK and Australia) for over 25 years.

Declarations

$\overline{3}$ . This report has been prepared at the request of the Directors of IRM to accompany the Notice of Meeting to be sent to IRM shareholders. It is not intended that this report should serve any purpose other than as stated therein

Interest

MGI is not the auditor of IRM. At the date of the $\overline{\mathbf{4}}$ . attached report, neither MGICF, nor Mr TJ Spooner or any other director, executive or employee of MGICF or MGI has any material interest in IRM either directly or indirectly, or in the outcome of the offer, other than in the preparation of this Report for which normal professional fees of approximately \$15,000 + GST will be received. Such fee will be payable regardless of whether or not shareholders approve the Proposed Transactions

Indemnification

As a condition of MGICF's agreement to prepare this 5. report, IRM agrees to indemnify MGICF in relation to any claim arising from or in connection with its reliance on information or documentation provided by or on behalf of IRM which is false or misleading or omits material particulars or arising from any failure to supply relevant documents or information.

Consents

MGICF was not involved in the preparation of any other 6. part of the Explanatory Memorandum to accompany the Notice of Meeting (Explanatory Memorandum), and accordingly makes no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Explanatory
Memorandum. MGICF consents to the inclusion of this report in the Explanatory Memorandum in the form and context in which it is included. At the date of this report, this consent has not been withdrawn.

$3₁$ SUMMARY OF THE PROPOSED TRANSACTIONS

Iron Mountain Mining Limited is seeking shareholder approval concerning its proposed entry into two separate transactions with United Orogen Limited ("UOG").

The key provisions of the transactions are as summarised below:

Transaction 1: Acquisition of 113 Mackie Street, Victoria Park, WA ("Property Transaction")

The Directors of the IRM have resolved to purchase from UOG the property situated at and $\bullet$ known as 113 Mackie Street, Victoria Park in Western Australia.
The consideration to be provided to UOG by IRM comprises:
$(a)$ the sum of \$85,000.00:
$(b)$ the issue of 10 million shares in IRM; and
the grant of 15 million options to acquire a share in IRM at an exercise price of 20 cents $(c)$ each exercisable on or before 1 May 2016.
David Zohar and Zhukov Pervan are directors of IRM and are also directors of UOG. For the purposes of Listing Rule 10, David Zohar and Zhukov Pervan are persons in a position of influence in both IRM and UOG.
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.
Resolution 1 seeks Shareholder approval pursuant to ASX Listing Rule 10.1 and for all other purposes for IRM to purchase the property from UOG as described in the Explanatory Memorandum to the Notice of Meeting.

Transaction 2: Acquisition of Mining Tenements ("Tenements Transaction")

The Directors of IRM have resolved to purchase UOG's interests in three mining exploration tenements.
Details of the IRM's interests in the mining exploration tenements are:
Exploration Licence 25329 "Lucky U" in which UOG currently holds a 70% interest and $(a)$ IRM currently holds a 30% interest.
Exploration Licence 25894 "Florence Creek" in which UOG currently holds a 50% interest $(b)$ and IRM currently holds a 50% interest.
Exploration Licence 25346 "Treasure" for which UOG and IRM originally held interests of $(c)$ 70% and 30% respectively prior to entering into a joint venture agreement with Mithril Resources Limited ("Mithril"). Under the joint venture agreement Mithril has the right to earn up to 80% in Treasure by spending \$2 million over 5 years.
The consideration for Lucky U, Florence Creek and Treasure to be provided to UOG by IRM comprises:
the issue of 3.5 million shares in IRM; and $(a)$
the grant of 15 million options to acquire a share in IRM at an exercise price of 20 cents $(b)$ each exercisable on or before 1 May 2016.

David Zohar and Zhukov Pervan are directors of IRM and are also directors of UOG. For the purposes of Listing Rule 10, David Zohar and Zhukov Pervan are persons in a position of influence in both IRM and UOG.
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.
Resolution 2 seeks Shareholder approval pursuant to ASX Listing Rule 10.1 and for all other $\bullet$ purposes for IRM to purchase the tenements from UOG as described in the Explanatory Memorandum to the Notice of Meeting.

$4.$ PURPOSE OF THE REPORT

Sections 606(1) of the Corporations Act 2001 provides that a person must not acquire a relevant interest in issued voting shares in a listed company if the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that person's or someone else's voting power in the company increases:

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

The voting power of a person in a body corporate is determined in accordance with Section 610 of the Corporations Act. The calculation of a person's voting power in a company involves determining the voting shares in the company in which the person and the person's associates (as defined therein) have a relevant interest.

Section 611 of the Corporations Act provides that certain acquisitions of relevant interests in a company's voting shares are exempt from the prohibition in Section 606(1) above, including acquisitions approved previously by a resolution passed at a general meeting of the company in which the acquisition is made (Section 611, Item 7).

ASX Listing Rule 10.1 also provides that an entity (or any of its subsidiaries) must not acquire a substantial asset from, or dispose of a substantial asset to, inter alia, a related party or a substantial holder (if the person and the person's associates have a relevant interest, or had a relevant interest at any time in the 6 months before the transaction, in at least 10% of the total votes attached to the voting securities).

At the date of this Report, UOG holds a relevant interest in 10,232,341 shares in IRM, equating to an interest of 8.4% in the Company. Under the terms of the proposed transactions, UOG is entitled to subscribe for a total of up to 13,500,000 shares in the company, together with a total of up to 30,000,000 options which, if exercised, could increase UOG's interest to up to approximately 32.5% 'post' the Proposed Transactions. As a result, UOG may acquire a relevant interest in the issued voting shares of the Company in excess of the threshold prescribed by Section 606(1) of the Corporations Act.

In addition, David Zohar ("Zohar") and Zhukov Pervan ("Pervan") are directors of both IRM and UOG. Also, David Zohar and his spouse Julie Zohar and Swancove Enterprises Pty Ltd, a company controlled by David Zohar and Julie Zohar ("Zohar Group") as at 22 March 2011 own 31,096,530 shares in IRM representing approximately 25.5% of IRM's shares on issue at that date and 15,391,947 shares in UOG representing approximately 23.8% of the shares on issue in UOG as at 22 March 2011. In addition, the Zohar Group owns a total of 12,428,335 share options in IRM that if exercised (and assuming no other share issues occur) would result in the Zohar Group's shareholding interest in IRM approximating

32.36%. Pervan and his deemed associates own 2,100,000 shares in IRM and 275,000 shares in UOG. Pursuant to ASX 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.

ASX Listing Rule 10.2 states that an asset is substantial if its value, or the value of the consideration for it, is, or in the ASX's opinion is, 5% or more of the equity interests of the entity set out in the latest accounts given to ASX under the Listing Rules.

The consideration for the Property Transaction (Resolution 1) has an estimated value of \$1,835,000 (including the option expense) which is in excess of 5% of IRM's equity interests on a consolidated basis based on the reviewed Balance Sheet to 31 December 2010. The consideration for the Tenement Transaction (Resolution 2) has an estimated value of \$856,250 (including the option expense) which is in excess of 5% of IRM's equity interests on a consolidated basis based on the reviewed Balance Sheet to 31 December 2010. As a result, the Company is seeking shareholder approval for the purposes of ASX Listing Rules 10.1 and 10.2.

To assist shareholders in making a decision on the Proposed Transactions, the Directors have requested that MGICF prepare an independent Expert's Report, which must state whether, in the opinion of the Independent Expert, the proposed transactions are fair and reasonable to the non-associated shareholders of IRM

5. BASIS OF THE ASSESSMENT

Set out in the Notice of Meeting and Explanatory Memorandum accompanying this Report are the ASX Listing Rules provisions relevant to the Proposed Transactions and information in relation thereto. In preparing our Report, we have had regard to ASIC Regulatory Guide 111 and 112 relating to Independent Experts' Reports.

The term 'fair and reasonable' has no legal definition although over time a commonly accepted interpretation has evolved. However, fair and reasonable has different meanings for different regulatory purposes.

ASIC Regulatory Guide 111 provides that the assessment of whether a proposal is fair and reasonable should involve a comparison of the likely advantages and disadvantages for non associated shareholders if the Proposed Transactions are implemented and if they are not.

In essence, the proposal will be "fair and reasonable" if the non associated shareholders are better off if the proposal is implemented. They will be better off if the expected benefits outweigh the disadvantages to the non associated shareholders.

ASIC regulatory Guide 111, states, inter alia:

an offer is considered 'fair' if the value of the offer price or consideration is equal to, or greater than, the value of the securities that are the subject of the offer.
an offer is considered 'reasonable' if it is fair. It might also be 'reasonable' if, despite being 'not fair', the expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid before the close of the offer.

ASIC Regulatory Guide 111 requires the assessment of 'fair' to be made assuming 100% ownership of the company. It considers it to be inappropriate to apply a discount to the value of the securities under the offer that would normally be considered in the valuation of a minority interest to reflect such factors as a lack of control.

ASIC Regulatory Guide 111 also provides examples of factors that are relevant in an assessment of reasonableness. The form of analysis the expert uses to evaluate a transaction should address the issues faced by security holders.

In our opinion, for the purposes of this report 'fairness' is taken to mean a reference to quantification of respective values of consideration being paid compared to the value of assets being transferred. 'Reasonableness' is taken to include consideration of other qualitative factors which can be assessed on objective grounds.

The assessment as to the fairness and reasonableness of the Property and Tenement Transactions are set out in Sections 8 and 10 respectively of this Report.

6. VALUATION OF IRON MOUNTAIN MINING LIMITED SHARES PRE PROPOSED TRANSACTIONS

$6.1.$ VALUATION OVERVIEW

The usual approach to the valuation of an asset is to seek to determine what a willing but not anxious buyer, acting at arm's length, with adequate information, would be prepared to pay and a willing, but not anxious seller would be prepared to accept in an open market.

RG 111 outlines the appropriate methodologies that a valuer should consider when valuing assets or securities for the purposes of, amongst other things, share buy-backs, selective capital reductions, schemes of arrangement, acquisitions requiring approval by security holders, takeovers and prospectuses. These include:

Discounted cash flow (DCF) approach;
Capitalisation of future maintainable earnings (earnings based) approach;
Orderly realisation of assets (asset based) approach;
Quoted price of listed securities (market value) approach; and
Comparable Market Transactions.

We have outlined these methodologies in Appendix 1 to this report. Each of these methodologies is appropriate in certain circumstances. The decision as to which methodology to use generally depends on the methodology most commonly adopted in valuing the asset in question and the availability of appropriate information. This is addressed further in Section 6.2 below.

$6.2$ VALUATION APPROACH

The traditional valuation method used to value companies is the capitalisation of future maintainable earnings, with such earnings being estimated using historical results. However, in order to adopt such a basis of valuation, a business must have a track record of profitability. As IRM does not have a track record of profitability, we consider a valuation on this basis to be inappropriate.

MGICF believes that the most appropriate method for valuing the issued shares in IRM is the asset-based approach. The most common form of asset based approach is the Net Realisable Value method. The resultant net realisable assets of the Company can then be expressed in terms of a value per share.

As noted in Section 6.3 of this Report, the major portion of IRM's assets (other than Cash and cash equivalents) comprises exploration expenditure. In determining the net realisable value of these assets, we have considered available information regarding its key projects and, in particular, IRM's 2010 Financial Report and Half Yearly Report to 31 December 2010. We also note that in both of these Reports the audit report and accounting policy note is free of any uncertainty regarding IRM's ability to continue as a going concern.

As a crosscheck to the valuation on the above basis, MGICF has used the market value approach with reference to the market price of IRM shares prior to the announcement of the Proposed Transaction. This valuation crosscheck calculation is set out in Section 6.4.5 of this Report.

6.3 VALUE OF IRM'S SHARES PRE PROPOSED TRANSACTIONS

In establishing the value of IRM prior to the proposed transactions, the net asset backing per share has been determined based upon the reviewed position as at 31 December 2010, with no adjustments for any subsequent transactions. We are not aware of any such material transactions other than as referred to in the Notice of Meeting and Explanatory Memorandum and in Note 1 to section 6.3.1 below. Valuation assessments were then carried out on assets and liabilities, with no adjustments being made in this respect.

This has resulted in a net asset backing per share of \$0.1147 pre Proposed Transaction, as calculated in the table below:

6.3.1 IRON MOUNTAIN MINING LIMITED

Balance Sheet	Reviewed 31.12.10 \$
Current Assets
Cash and Cash Equivalents	6,121,594
Trade and Other Receivables	208,337
Total Current Assets	6,329,931
Non-Current Assets
Receivables	52,498
Property, Plant & Equipment	920,962
Capitalised Exploration Costs	5,578,492
Deferred Tax Asset	1,331,888
Goodwill	113,872
Available for sale Financial Assets	977,221
Total Non-Current Assets	8,974,933
Total Assets	15,304,864
Current Liabilities
Trade and Other Payables	202,797
Provisions	879,832
Total Current Liabilities	1,082,629
Non-Current Liabilities
Deferred Tax Liabilities	224,548
Total Non-Current Liabilities	224,548
Net Assets	13,997,687
Total number of shares on issue
Net asset backing per share (undiluted)	122,086,881
	0.1147

Notes

(1) IRM and Red River Resources Limited ("Red River") currently hold a 50:50 share in a Joint Venture agreement between the two entities for the Blythe Project in Tasmania, which consists of 6 granted exploration licences. On 28 March 2011 IRM announced that Forward Mining Ltd ("Forward Mining") has signed an option to acquire the Blythe Project for inclusion as its cornerstone project in its forthcoming Initial Public Offering targeted for the second half of 2011.

Under the general terms and conditions of the Option to Acquire, the following consideration is payable and to be split equally between IRM and Red River, subject to satisfactory completion of negotiated milestones:

Payment of \$50,000 which grants Forward Mining Ltd the sole and exclusive right to exercise the option by 31 July 2011.
The right to extend the exercise date of the option to 31 December 2011 with the payment of an $\bullet$ additional \$50,000.
Payment of \$1,500,000 cash and the issue of 5 million ordinary shares in Forward Mining following admission to the Official list of the ASX.
Payment of \$2,000,000 upon a decision to mine from within the Blythe tenements.
Payment of \$2,000,000 upon the first shipment of iron ore extracted from the Blythe tenements A royalty of 1.5% payable on the gross Free on Board revenue from all shipments of iron ore from the Blythe tenements.

No adjustment for the above transaction has been made in the assessment of the proposed transactions as, in our view, there is no certainty that the abovementioned conditions will be satisfied. Furthermore, the transaction is not considered to have a material impact on our assessment of the Proposed Transactions

$6.3.2$ BASIS OF VALUATION OF THE PROPERTY

On 11 March 2011, Mr Keith Wilson of Pember Wilson & Eftos ("PWE") prepared a commercial valuation report in respect of 113 Mackie Street, Victoria Park, WA (PWE valuation report). Mr Wilson is a Director of PWE and is a Certified Practising Valuer (Licensed Valuer Number 76 in WA). The report is attached hereto as Appendix 2.

The report by PWE builds on, and includes reference to and reliance on, certain information contained in an earlier valuation report of the said property prepared by Peter Murphy of Independent Valuers of Western Australia ("IVWA") dated 29 September 2010. Mr Murphy is a Certified Practising Valuer (Licensed Valuer Number 487 in WA). The report is attached hereto as Appendix 3.

The interest valued was based on an "unencumbered estate subject to vacant possession" The property valuation report of both valuers indicated a "current market value as is" for 113 Mackie Street of \$850,000 (GST exclusive).

The valuation report of PWE, being the more recent report, included the following most relevant recent comparable sales transactions:

Sales Evidence

111 Mackie Street, Victoria Park, sold for \$775,000 in November 2010 (residential) $\bullet$
101 Mackie Street, Victoria Park, sold for \$720,000 in June 2010 (residential) $\bullet$
973 Albany Highway, East Victoria Park, sold for \$700,000 in November 2010 (commercial)
989 Albany Highway, East Victoria Park, sold for \$850,000 in September 2010 (residential).

The valuation report included considerations of two valuation approaches, namely the "Direct Market Comparison Method", which is the direct comparison of similar properties sold, and the "Capitalisation of Net income Method", which is the net rental returns capitalised at an appropriate percentage rate to reflect the investment risk.

If the Capitalisation of Net Income Method had been used, the valuations of 113 Mackie Street would have been in the range of \$769,000 to \$866,000 (based on 7.25% yield reflecting the nature of the zoning together with the office approval). The report states that this method confirms the value of \$850,000.

The final valuation given was based on the Direct Market Comparison Method with the valuation at market value subject to vacant possession being \$850,000. This approach was considered most appropriate by both valuers as the majority of purchasers for this type of property will be owner occupiers, including surveyors, engineers, contractors and builders.

Some of the assumptions, conditions and limitations included and listed in the IVWA valuation report and confirmed by the PWE report have been included below:

The property being freehold is not subject to any Native Title claims. A search of the claims lodged with the Native Title Legislation has not been undertaken.
A search of the State Register of Heritage Places indicates that the subject property is not currently registered.
A search of the Western Australian Department of Environment and Conservation contaminated sites database revealed that the subject property is not currently listed. An inspection of the site surface confirmed this but no investigation of the site beneath the surface or vegetation or soil sampling had been undertaken.
There are no visible signs of any pollution on the property however it could not be certified that there is no contamination of the property beneath the surface of the soil.
An inspection of the improvements showed no apparent use of asbestos products in the building.
Inspection of the subject improvements did not reveal any apparent termite infestation although the valuer is not a qualified expert in this field and recommended that it be confirmed by a certified pest control firm.
The relevant amount of GST should be determined by a taxation professional and, where appropriate, should be added to a GST exclusive value or deducted from a GST inclusive value.

$6.3.3$ BASIS OF VALUATION OF THE TENEMENTS

On 14 March 2011, Mr John D Wyatt of Geological Investigations Pty Ltd ("GIPL") prepared an independent valuation report in respect of the Northern Territory Prospects known as Lucky U (EL25329), Treasure (EL25346) and Florence Creek (EL25894). Mr Wyatt is a principal of GIPL and is a Fellow of the Australasian Institute of Mining and Metallurgy, qualifying him as an Independent Expert under Clause 20 and 26 of the Valmin Code (2005). The report is attached hereto as Appendix 4.

According to GIPL's report, the value range assigned for a 100% interest in the prospects is between \$550,000 and \$900,000, with a preferred value of \$725,000.

Adjusting for the respective interests held in each prospect, this amounts to a preferred valued of IRM's interest in these prospects of \$257,500 comprising the following:

$\bullet$	30% of Lucky U (EL25329)	\$ 37,500
$\bullet$	30% of Treasure (EL25346)	\$120,000
$\bullet$	50% of Florence Creek (EL25894)	\$100,000
	Total Preferred Value:	\$257,500

The Treasure (uranium/tungsten) Prospect is currently the subject of a joint venture agreement between IRM and Mithril Resources Ltd ("Mithril") as announced on 30 September 2008. Under the terms of the agreement, Mithril can earn 60% in EL 25346 by spending \$1 million over the first 3 years (Stage 1) and a further 20% by spending an additional \$1 million over the following 2 years (Stage 2). GIPL concluded that it took into account the latest reported results from drilling at Baldrick, adjacent to the Treasure Prospect, in assessing the value of the Treasure Prospect.

The valuation by GIPL has been prepared in accordance with the requirements of the Valmin Code (2005) as adopted by the Australasian Institute of Mining and Metallurgy.

The Valmin Code (2005) sets out the recommended guidelines for the Independent Assessment of the "fair value" of mineral assets and further relevant details concerning the manner in which the assigned valuations were reached

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

GIPL concluded that, in the absence of any JORC-compliant resources, the discounted cash flow method was not applicable. Furthermore, whereas depending on exploration results of the current joint venture with Mithril, and/or 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.

In their report, GIPL note that the values assigned to the prospects were derived following consideration of the following:-

The geological setting of each prospect and their perceived exploration potential. ×
Work by others, especially Mithril Resources JV agreements with IRM (and others) to spend exploration funds to acquire a percentage of prospects and especially the Treasure prospect.
Current commodity prices and demands that include uranium. It may be significant that the objections to uranium mining appear to be easing in Australia as world demand grows.
Market prices for similar mineral prospects in Australia and especially in Northern Territory.
Environmental issues there are no known environmental issues that indicate the project areas contain any endangered fauna or flora species.
Native Title Issues any such issues will be addressed by others however, GIPL is not aware of any sacred sites within the prospect area that are likely to significantly affect the assigned valuation.
Results of current exploration by Mithril as reported on that company's website, together with personal communication with Mithril personnel in South Australia concerning the most recent (February 2011) exploration results.
Review of the author's independent valuation of the same prospect commissioned by IRM in September 2010.
Review of IRM information as contained in The Register of Australian Mining 2010-2011 relating $\bullet$ to Mithril's ongoing JV agreement.

The report also contained the following cautions in relation to the valuation:

The valuation could change over time depending on political, economic, market and other factors. $\bullet$ The valuation assigned could also vary due to the success, or otherwise of mineral exploration either within or near the prospect area.
The assigned valuation could also be affected by consideration of exploration data, not at this time in the public domain and therefore not available to the author.
The methodology available for the valuation of mineral properties is commonly subjective.

$\overline{a}$

$6.4$ ISSUED CAPITAL AND SHARE TRANSACTIONS

6.4.1 ISSUED CAPITAL

As at 24 March 2011, the total issued share capital of IRM comprised 122,086,881 fully paid ordinary shares. The values below are net of share issue costs.

	Number of Shares	Note
Balance as at 31 December 2010	122,086,881	Per Half-Yearly Report	12,980,325
Issued during the period
As at the date of this Report	122,086,881	Per reviewed accounts	12,980,325

6.4.2 OPTIONS

As at 24 March 2011, there were 40,186,250 listed options on issue. These options are exercisable at 20 cents and expire on 1 February 2012.

Listed Options	Number of Options	Note
Balance as at 31 December 2010	40,186,250	Expiring on 01.02 2012	1,010,205
Issued during the period
As at the date of this Report	40,186,250	Per reviewed Accounts	1,010,205

6.4.3 SHARE TRADING

The following summary provides details of the monthly trading volumes of IRM's shares on ASX since 1 April 2010:

Month	High	Low	Close	Average Volume
March 2011 (to 23rd)	0.17	0.11	0.12	80,300
February 2011	0.18	0.14	0.15	44.200
January 2011	0.23	0.14	0.17	331,300
December 2010	0.14	0.08	0.14	317,700
November 2010	0.09	0.07	0.08	226,200
October 2010	0.09	0.06	0.09
September 2010	0.08	0.06	0.07	143,500 70,400
August 2010	0.08	0.05	0.07	111,900
July 2010	0.06	0.05	0.06
June 2010	0.08	0.05	0.05	77,300
May 2010	0.08	0.06	0.08	95,500
April 2010	0.09	0.07		123,500
			0.07	90,100

As can be seen from the above table, in the period since 1 April 2010, IRM's share price has fluctuated from a low of 5 cents in June 2010 to a high of 23 cents in January 2011.

There has been a noticeable change in the share price since 9 December 2010 pursuant to the announcement on that date regarding the High Grade Rock Chip Results at Miaree coupled with an earlier announcement on 6 December 2010 on the Huckitta update, although volumes have generally not been that substantial. We further note that the average total monthly volume of shares sold in the period since 1 December 2010 is approximately 193,000, but with an average monthly total value of only \$29,266, demonstrating a comparatively thin level of trading in IRM's stock.

IRM Recent Share Price History:

The chart below represents the movement in share price of IRM listed shares since mid-July 2010:

SCHEDULE OF RECENT ASX ANNOUNCEMENTS 6.4.4

Recent announcements since the announcement of Huckitta update 2010 on 6 December 2010 are summarised below:

28 March 2011	Option to acquire Blythe Project signed by Forward Mining Ltd
14 March 2011	Half Yearly Report and Accounts
09 March 2011	Metallurgical Study Report - Wandoo Bauxite Project
31 January 2011	Quarterly Activities and Cashflow Report
28 January 2011	Preliminary Metallurgical Results - Wandoo Bauxite Project
21 January 2011	Results of General Meeting
07 January 2011	Change of Director's Interest Notice - Appendix 3Y
06 January 2011	Change of Director's Interest Notice - Appendix 3Y
06 January 2011	Change of Director's Interest Notice - Appendix 3Y

06 January 2011	Response to ASX Query
31 December 2010	Iron Mountain Mining Ltd - Trading Policy
30 December 2010	Change of Director's Interest Notice - Appendix 3Y
22 December 2010	Notice of General Meeting/Proxy Form
16 December 2010	19Mt Inferred Bauxite Resource identified - Wandoo Project
9 December 2010	High Grade Rock Chip Results up to 214 g/t Au at Miaree
9 December 2010	RVR: Gold-Bearing Values of up to 214 g/t at Miaree
6 December 2010	MTH: Huckitta Update 2010

$6.4.5$ MARKET VALUE

In the four weeks prior to the date of the High Grade Rock Chip Results announcement at Miaree on 9 December 2010, coupled with the announcement on 6 December 2010 regarding the Huckitta update, IRM's share price fluctuated between \$0.071 and \$0.097. In the period from the date of the announcement to 23 March 2011, IRM's share price fluctuated between \$0.105 and \$0.23 (which also reflects the announcement on 22 December 2010 in respect of the \$1.5 million underwriting of Orange Hill Limited's Initial Public Offer), with a closing price of \$0.12 cents on 23 March 2011.

The valuation range determined in Section 6.3.1 is not inconsistent with this market value range having regard to the general market trends experienced by the majority of resource-based stocks listed on ASX.

VALUATION OF IRON MOUNTAIN MINING LIMITED SHARES POST PROPERTY TRANSACTION (REFLECTING $\mathbf{7}$ RESOLUTION 1 ONLY)

$7.1$ COMPONENTS OF THE PROPERTY TRANSACTION

The key component of the Property Transaction comprises:

the purchase of the property located at and known as 113 Mackie Street, Victoria Park, WA from United Orogen Limited ("UOG").

$72$ NET ASSET VALUATION POST PROPERTY TRANSACTION

It is important to note that Resolution 1 is not subject to or dependant upon the adoption of Resolution 2 and is a "stand-alone" transaction and resolution and accordingly is assessed separately from Resolution 2.

$7.2.1$ Valuation assessment

In establishing the value of IRM following completion of the Property Transaction, the net asset backing per share has been determined based upon the reviewed position as at 31 December 2010 as referred to in Section 6.3.1 of this Report, as adjusted for all matters referred to in the attached Notice of Meeting under Resolution 1.

Valuation assessments were then carried out on assets and liabilities, with the following matters being of particular relevance:

Independent valuation of 113 Mackie Street, Victoria Park $a)$

The valuation report prepared by Pember Wilson & Eftos during March 2011, which updates and builds on the independent valuation performed by Independent Valuers of Western Australia during September 2010, indicates a preferred value for the property of \$850,000, exclusive of Goods and Services Tax. (A copy of both these valuation reports is attached to this report as Appendices 2 and $3)$ .

b) Shares issued as part of the consideration

As part of the consideration payable, IRM will be issuing 10,000,000 shares to UOG. The shares were valued at \$1,375,000 (\$0.1375 per share) using the average closing share price for the last 20 trading days up to 23 March 2011. During this period the share price reached a high of \$0.17 and a low of \$0.11. In our view, this average provides a good indication of where the market currently values an IRM share.

c) Options issued as part of the consideration

As part of the consideration payable, IRM will be issuing 15,000,000 options to UOG. The options were valued at \$375,000 (\$0.025 per option) using the following key assumptions to ascribe a value to them:

The valuation was done using the Black-Scholes valuation methodology; $\bullet$
A grant date for the options of 20 May 2011;
An expiry date for the options of 1 May 2016;
An exercise price of 20 cents each;
A spot price for IRM shares of 12 cents (closing price on 24 March 2011);
A risk free rate of 5.16%:
A volatility factor of 50%; and $\bullet$

• A discount factor of 40% to reflect the fact that such share options are expected to be escrowed and that the shares of IRM are thinly traded.

It should be noted that if UOG exercises all its options, it will be required to make a cash payment to IRM of \$3,000,000, being 15,000,000 options at \$0.20. In the event that UOG does not exercise any of the options, the \$375,000 consideration will be reclassified in the financial statements as retained earnings, rather than option premium reserve.

No adjustment has been made in respect of any potential taxation consequences in respect of the d) Property Transaction.

This has resulted in a net asset backing per share of \$0.1118 post the Property Transaction, as calculated below.

$\overline{\alpha}$

Iron Mountain Mining Limited Independent Expert's Report Page 18

7.2.2 Adjusted Balance Sheet as at 31 December 2010 Post the Property Transaction

	Consolidated Pre Property Transaction	Property Transaction \$	Notes	Pro Forma Consolidated
	31.12.10 \$		(i)	Post Proposed 31.12.10 s
Current Assets
Cash and Cash Equivalents	6,121,594	(85,000)	(ii)	6,036,594
Trade and Other Receivables	208,337			208,337
Total Current Assets	6,329,931	(85,000)		6,244,931
Non-Current Assets
Receivables	52,498			52,498
Property, Plant & Equipment	920,962	850,000	(iii)	1,770,962
Capitalised Exploration Costs	5,578,492			5,578,492
Deferred Tax Asset	1,331,888			1,331,888
Goodwill	113,872			113,872
Available for sale Financial Assets
Total Non-Current Assets	977,221 8,974,933			977,221
		850,000		9,824,933
Total Assets	15,304,864	850,000		16,069,864
Current Liabilities
Trade and Other Payables	202,797			202,797
Provisions	879 832			879,832
Total Current Liabilities	1,082,629			1,082,629
Non-Current Liabilities
Deferred Tax Liabilities	224,548			224,548
	224,548			224,548
Net Assets	13,997,687	765,000		14,762,687
Total number of shares on issue	122,086,881		(iv), (v)	132,086,881
Net asset backing per share	0.1147			0.1118

Notes

The adjusted Balance Sheet comprises the reviewed (but unaudited) consolidated balance $(i)$ sheet at 31 December 2010, as adjusted for the Property Transaction and the matters referred to in the attached Notice of Meeting and Explanatory Memorandum.
(ii) The Post transaction cash balance comprises: \$ Consolidated Cash Balance as at 31 December 6,121,594 Cash consideration payable for the property $(85,000)$ Cash Balance Post Property Transaction 6,036,594

(iii) IRM acquires the property located at and known as 113 Mackie Street, Victoria Park, WA from UOG. The \$850,000 excludes GST and represents the fair value of the property as independently valued by Pember Wilson & Eftos (refer section 6.3.2 of this report for further details).

The consideration payable for the Mackie Street property as proposed in Resolution 1 of the Notice of Meeting comprises:

	S
Cash	85,000
10,000,000 IRM Shares (refer section 7.2.1(b))	1,375,000
15,000,000 Options (refer section 7.2.1(c))	375,000
Total consideration payable	1,835,000
Impairment	(985,000)
Fair Value used in NTA calculation	850,000

As noted above, we have calculated an impairment loss of \$985,000 reflecting the amount that the consideration payable exceeds the property's fair value. However, the adjustment for the above transaction does not impact the Net Asset backing per share figure, as that calculation was based on the property's fair value. The directors of IRM will be required to calculate the relevant impairment loss for inclusion in its Financial Report.

(iv) The total number of shares on issue at completion of the Property Transaction (and excluding any potential exercise of existing options or options the subject of this transaction as referred to in Note v below) is set out below.

	Note	Number of shares issued
Existing shares on issue pre Property Transaction		122,086,881
Add:
As per Resolution 1	(a)	10,000,000
Total forecast number of shares on issue Post Property Transaction		132,086,881

(a) This comprises the additional shares to be issued as part of the consideration to acquire the property from UOG.
(v) included in the consideration payable for the property, IRM is also issuing 15,000,000 options to UOG (refer section 7.2.1(c) of this report). These options will have an exercise price of 20 cents each and an expiry date of 1 May 2016. In the event that UOG exercises some or all of these the options, they will be required to make a cash payment to IRM of up to \$3,000,000 (being 15,000,000 options at 20 cents each) and IRM will issue an additional 15,000,000 shares to them. This will result in IRM's total share capital on issue increasing to 147,086,881.

As UOG's decision to exercise some or all of its options is dependent on future events and share prices, none of which can be ascertain with any degree of certainty at this stage, we have not adjusted for this event materialising and accordingly our assessment does not include the implications thereof.

ASSESSMENT AS TO FAIRNESS AND REASONABLENESS OF THE PROPERTY TRANSACTION (REFLECTING 8. RESOLUTION 1 ONLY)

8.1 Assessment as to Fairness

As noted in Section 5 of this Report, an offer is considered "fair" if the value of the consideration being offered is equal to, or greater than, the value of the securities that are the subject of the offer. MGICF's assessment as to the fairness of the Property Transaction is set out below:

MGICF valuation of IRM shares prior to the	MGICF valuation of IRM shares after
Property Transaction	completion of the Property Transaction
\$0.1147	\$0.1118

After consideration of the above, the Property Transaction is considered to be not fair to the nonassociated shareholders of IRM as the preferred value of a share after completion of the Property Transaction is lower than the value of an IRM share prior to the Property Transaction.

8.2 Assessment as to Reasonableness

ASIC Regulatory Guide 111 states that an offer is reasonable if it is fair. However, under this criterion the offer consideration is less than the assessed value, hence the offer is not fair and therefore is not automatically considered to be reasonable. There are a number of other relevant factors to be considered in assessing the reasonableness of the Property Transaction. These factors are set out below as advantages and disadvantages.

Advantages and Disadvantages of the Property Transaction proceeding: $8.2.1$

Advantages of proceeding

. IRM will acquire freehold real estate and will solely participate in any potential future growth in value of the property;
. The majority of the consideration payable for the property will be made in equity instruments (shares and options) with only an \$85,000 cash payment required, reserving funds for other core activities and planned commitments;
In the event that IRM does not require the space, the directors will have the option to lease the premises and derive rental income:
Deposits paid and/or guarantees being kept in favour of the current landlord can be relinquished and funds could be put to core activities:
. IRM avoid costs related to renting a business premises such as legal fees and facility management fees and reduce its overall occupancy costs;
Property investments have traditionally proved to be good long term investments.

Disadvantages of proceeding

. The Company will be required to pay a cash consideration of \$85,000 which would reduce available cash for other activities and planned commitments;
Part of the consideration is the issue of securities which will have a dilutive effect on existing shareholders:
Shareholders associated with UOG will have a greater level of control over IRM.

8.2.2 Advantages and Disadvantages of the Property Transaction not Proceeding:

Advantages of not proceeding

• The Company will avoid the disadvantages referred to above.

Disadvantages of not proceeding

• If the Company decides not to proceed it could still be bound to indefinite monthly rental expenditure or need to identify alternative premises.

In our opinion, on balance, the advantages of approving the Property Transaction are greater than the disadvantages. These advantages arise both as a result of implementing the Property Transaction and of avoiding the disadvantages that may arise as a result of not implementing the Proposed Transaction. Accordingly, in our opinion, the Property Transaction is reasonable to the non-associated shareholders of IRM.

8.3 Conclusion

Based on the valuation of an IRM share and on the above assessment, MGICF is of the opinion that the Property Transaction is not fair but reasonable to the non-associated shareholders of IRM.

$\mathbf{Q}$ VALUATION OF IRON MOUNTAIN MINING LIMITED SHARES POST TENEMENT TRANSACTION (REFLECTING RESOLUTION 2 ONLY)

$9.1$ COMPONENTS OF THE TENEMENT TRANSACTION

The key component of the Tenement Transaction comprises:

the purchase of the remaining interests in three tenements known as Lucky U (EL25329). Treasure (EL25346) and Florence Creek (EL25894) located in the Northern Territory from United Orogen Limited ("UOG").
IRM currently holds a 30% interest in both Lucky U and Treasure and a 50% interest in Florence Creek.

$9.2$ NET ASSET VALUATION POST TENEMENT TRANSACTION

It is important to note that Resolution 2 is not subject to or dependant upon the adoption of Resolution 1 and is a "stand-alone" transaction and resolution and accordingly is assessed separately from Resolution 1.

9.2.1 Valuation assessments

In establishing the value of IRM following completion of the Tenement Transaction, the net asset backing per share has been determined based upon the reviewed position as at 31 December 2010 as referred to in Section 6.3.1 of this Report, as adjusted for all matters referred to in the attached Notice of Meeting under Resolution 2.

Valuation assessments were then carried out on assets and liabilities, with the following matters being of particular relevance:

a) Independent valuation of the three tenements

The valuation report prepared by GIPL dated 14 March 2011 indicates a combined preferred value for a 100% interest in the three tenements of \$725,000, exclusive of Goods and Services Tax. (A copy of the valuation report is attached to this report as Appendix 4). Refer to section 6.3.3 for a detailed review of GIPL's valuation.

b) Interest in Joint Venture

UOG and IRM originally held interests of 70% and 30% respectively prior to entering into a joint venture with Mithril Resources Ltd (Mithril) as announced on 30 September 2008. Under the terms of the agreement Mithril can earn 60% in EL 25346 by spending \$1 million over the first 3 years (Stage 1) and a further 20% by spending an additional \$1 million over the following 2 years (Stage 2).

We note the report prepared by GIPL states that investigations are currently in progress and that all public information currently available to date has been assessed. We have therefore not made any further adjustment to reflect the impact and implications of Mithril reaching the required minimum expenditure amount in our assessment as to the fairness and reasonableness of the proposed tenement transaction.

c) Shares issued as part of the consideration

As part of the consideration payable, IRM will be issuing 3,500,000 shares to UOG. The shares were valued at \$481,250 (\$0.1375 per share) using the average closing share price for the last 20 trading days up to 23 March 2011. During this period the share price reached a high of \$0.17 and a low of \$0.11. In our view, this average provides a good indication of where the market currently values an IRM share.

d) Options issued as part of the consideration

The valuation was done using the Black-Scholes valuation methodology; $\bullet$
A grant date for the options of 20 May 2011: $\bullet$
An expiry date for the options of 1 May 2016: $\bullet$
An exercise price of 20 cents each:
A spot price for IRM shares of 12 cents (closing price on 24 March 2011); $\bullet$
A risk free rate of 5.16%:
A volatility factor of 50%; and
A discount factor of 40% to reflect the fact that such share options are expected to be escrowed and that the shares of IRM are thinly traded.

No adjustment has been made in respect of any potential taxation consequences in respect of the $e)$ Tenement Transaction.

深平

Iron Mountain Mining Limited Independent Expert's Report Page 23

This has resulted in a net asset backing per share of \$0.1152 post the Tenement Transaction, as calculated below.

9.2.2 Adjusted Balance Sheet as at 31 December 2010 Post the Tenement Transaction

	Consolidated Pre Tenement	Tenement Transaction	Notes	Pro Forma Consolidated
	Transaction	\$		Post Proposed
	31.12.10		(i)	31.12.10
	\$			\$
Current Assets
Cash and Cash Equivalents	6,121,594		(ii)	6,121,594
Trade and Other Receivables	208,337			208,337
Total Current Assets	6,329,931			6,329,931
Non-Current Assets
Receivables	52,498
Property, Plant & Equipment	920,962			52,498 920,962
Capitalised Exploration Costs	5,578,492	467,500	(iii)	6,045,992
Deferred Tax Asset	1,331,888			1,331,888
Goodwill	113,872			113,872
Available for sale Financial
Assets	977,221			977,221
Total Non-Current Assets	8,974,933	467.500		9,442,433
Total Assets	15,304,864	467,500		15,772,364
Current Liabilities
Trade and Other Payables	202,797			202,797
Provisions	879,832			879,832
Total Current Liabilities	1,082,629
				1,082,629
Non-Current Liabilities
Deferred Tax Liabilities	224,548			224,548
	224,548	$\overline{a}$		224,548
Net Assets	13,997,687	467,500		14,465,187
Total number of shares on issue	122,086,881
			(iv), (v)	125,586,881
Net asset backing per share	0.1147			0.1152

Notes

The adjusted Balance Sheet comprises the reviewed (but unaudited) consolidated balance $(i)$ sheet at 31 December 2010, as adjusted for the Tenement Transaction and the matters referred to in the attached Notice of Meeting and Explanatory Memorandum.

Š.

(ii) The Post transaction cash balance remains unchanged as the transaction does not include any cash payments for the tenements purchased.
(iii) Under the proposed tenement transaction IRM will acquire from UOG three tenements known as Lucky U (EL25329), Treasure (EL25346) and Florence Creek (EL25894), all located in the Northern Territory. As noted in section 6.3.3 of this report, the total value of a 100% interest in these tenements is valued at \$725,000, with IRM's current holding valued at \$257,500. This leaves a value for the current outside interest holder of \$467,500. It is proposed that IRM will purchase this outside interest in return for a non-cash consideration, consisting of 3,500,000 IRM shares and 15,000,000 options.

The \$725,000 represents the fair value of the tenements as independently valued by GIPL (refer section 6.3.3 of this report for further details).

The consideration payable for the three Tenements as proposed in Resolution 2 of the Notice of Meeting comprises:

3,500,000 IRM Shares (refer section 9.2.1(c))	481,250
15,000,000 Options (refer section 9.2.1(d))	375,000
Total consideration payable	856,250
Impairment	(388,750)
Fair Value used in NTA calculation	467,500

As noted above, we have calculated an impairment loss of \$388,750 reflecting the amount that the consideration payable exceeds the property's fair value. However, the adjustment for the above transaction does not impact the Net Asset backing per share figure, as that calculation was based on the property's fair value. The directors of IRM will be required to calculate the relevant impairment loss for inclusion in its Financial Report.

(iv) The total number of shares on issue at completion of the Tenement Transaction (and excluding any potential exercise of existing options or options the subject of this transaction as referred to in Note v below) is set out below.

	Note	Number of shares issued
Existing shares on issue pre Property Transaction		122,086,881
Add:
As per Resolution 2	(a)	3,500,000
Total forecast number of shares on issue Post Property Transaction		125,586,881

(a) This comprises the additional shares to be issued as part of the consideration to acquire the remaining interest in the tenements from UOG (refer section 6.3.3 of this report).
(v) Included in the consideration payable for the Tenements, IRM is also issuing 15,000,000 options to UOG (refer section 9.2.1(d) of this report). These options will have an exercise price of 20 cents each and an expiry date of 1 May 2016. In the event that UOG exercises some or all of these the options, they will be required to make a cash payment to IRM of up to \$3,000,000 (being 15,000,000 options at 20 cents each) and IRM will issue an additional 15,000,000 shares to them. This will result in IRM's total share capital on issue increasing to 140,586,881.

ASSESSMENT AS TO FAIRNESS AND REASONABLENESS OF THE TENEMENT TRANSACTION (REFLECTING 10. RESOLUTION 2 ONLY)

$10.1$ Assessment as to Fairness

MGICF valuation of IRM shares prior to the	MGICF valuation of IRM shares after
Tenement Transaction	completion of the Tenement Transaction
\$0.1147	\$0.1152

After consideration of the above, the Tenement Transaction is considered to be fair to the non-associated shareholders of IRM as the preferred value of a share after completion of the Tenement Transaction is higher than the value of an IRM share prior to the Tenement Transaction.

$10.2$ Assessment as to Reasonableness

ASIC Regulatory Guide 111 states that an offer is reasonable if it is fair. Under this criterion as the value of IRM shares after completion of the Tenement Transaction is greater than their value prior thereto, the offer is reasonable. There are a number of other relevant factors to be considered in assessing the reasonableness of the Tenement Transaction. These factors are set out below as advantages and disadvantages.

10.2.1 Advantages and Disadvantages of the Tenement Transaction proceeding:

Advantages of proceeding

. IRM will acquire 100% interest in the tenements and will solely participate in any potential future growth in value of the prospects;
. The consideration payable for the remaining interests in the tenements will be made in equity instruments (shares and options) with no cash payment required, reserving funds for other core activities and planned commitments.

Disadvantages of proceeding

. IRM will acquire the full interest in the said tenements and will have full exposure to any potential downturn in the value of these prospects;
The value of resources are subject to external market factors which could have a negative impact on the assessed value of the prospects without IRM being able to control these;
The value of mineral properties is commonly subjective and negative economic factors or drill results could negatively impact the recoverable value of such properties;
The consideration comprises the issue of securities which will have a dilutive effect on existing shareholders:

• Shareholders associated with UOG will have a greater level of control over IRM.

10.2.3 Advantages and Disadvantages of the Tenement Transaction not Proceeding:

Advantages of not proceeding

• The Company will avoid the disadvantages referred to above.

Disadvantages of not proceeding

. If the Company decides not to proceed it could lose the opportunity to acquire full interest in potentially lucrative tenements.

In our opinion, on balance, the advantages of approving the Tenement Transaction are greater than the disadvantages. These advantages arise both as a result of implementing the Tenement Transaction and of avoiding the disadvantages that may arise as a result of not implementing the Tenement Transaction. Accordingly, in our opinion, the Tenement Transaction is reasonable to the non-associated shareholders of IRM.

$10.3$ Conclusion

Based on the valuation of an IRM share and on the above assessment, MGICF is of the opinion that the Tenement Transaction is fair and reasonable to the non-associated shareholders of IRM.

$11.$ SOURCES OF INFORMATION

In making our assessment as to whether the Property and Tenement Transactions are fair and reasonable to the non-associated shareholders of IRM, we have reviewed relevant published available information and other unpublished information of the Company which is relevant in the circumstances. In addition, we have held discussions with the Company's directors and management. Information we have received includes, but is not limited to the following:

IRM's audited financial report for the year ending 30 June 2010 and reviewed financial statements for the period to 31 December 2010:
Independent Valuation Report of the Northern Territory Prospects known as Lucky U, Florence Creek and Treasure prepared by Geological investigations Pty Ltd dated 14 March 2011 (as annexed to this Report);
Independent Valuation Report of 113 Mackie Street, Victoria Park, WA prepared by Pember Wilson & Eftos dated 11 March 2011;
Independent Valuation Report of 113 Mackie Street, Victoria Park, WA prepared by Independent Valuers of Western Australia dated 29 September 2010;
Recent ASX announcements lodged by IRM;
Share Price data for IRM; and $\bullet$
Draft Notice of Meeting and Explanatory Memorandum this Report will accompany.

APPENDIX 1 OVERVIEW OF VALUATION METHODOLOGIES

Discounted cash flow (DCF) approach

Discounted cash flow valuations ("DCF") involve projected cash flows being discounted by a discount rate which reflects the time value of money and the risk inherent in the cash flows. DCF valuations are arguably the most technically accurate method of valuing an asset or business, however, they suffer from the practical impediment that few companies have prepared cash flow forecasts of sufficient reliability over the necessary long time frame.
The DCF methodology is typically the most appropriate valuation methodology where there is adequate information about likely future cash flows and usually over a finite term.

Capitalisation of future maintainable earnings (earnings based) approach

The capitalisation of earnings methodology involves capitalising the earnings of the business at a multiple which reflects the risks of the business and the stream of income it generates. This methodology requires the estimation of future maintainable earnings having regard to historical and forecast operating results, including sensitivity to key industry risk factors, future growth prospects and the general economic outlook. The estimated realisable value of any surplus assets is then added to the capitalised earnings.
The determination of an appropriate capitalisation rate will typically reflect a potential purchaser's required rate of return, risks inherent in the business, future growth prospects and alternative investment opportunities. This methodology is the most commonly used method for the valuation of industrial companies, which have a proven operating history and a consistent earnings trend.

Orderly realisation of assets (asset based) approach

The realisation of net assets methodology is considered most appropriate where a business or company is not making an adequate return on its assets, where there are surplus non-operating assets or where investments are the primary asset. This methodology involves determining the net realisable value of the business' or company's assets assuming an orderly realisation of those assets.

Quoted price for listed securities (market value) approach

This approach reflects the quoted price for the listed securities of the company being valued and is most suited when there is a liquid and active market in those securities (and allowing for the fact that the quoted price may not reflect their value where 100% of the securities are available for sale).

Comparable market transactions approach

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This methodology entails obtaining information on any comparable transactions in the same industry for a similar entity to that being valued. If such transactions exist and the entity being valued is directly comparable to that being acquired, then the assets, revenue or earnings multiples, or other relevant measures employed in the actual transaction, can be utilised in the valuation.
This methodology suffers from the difficulty in sourcing detailed information on the transaction to determine the basis of the consideration and the comparability of the two businesses or entities.

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V1041A-2011

11 March 2011

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

Dear Sirs

113 Mackie Street, Victoria Park

We are in receipt of emailed instructions from the Directors of Iron Mountain Mining Limited dated 11 March 2011 requesting that we provide an overview of a formal valuation report which was undertaken by Independent Valuers of Western Australia on behalf of Iron Mountain Mining Limited in September 2010. We understand this report is to be included in a notice of meeting to assist shareholders in their consideration of a resolution to be put at a general meeting of Iron Mountain Mining Limited.

You have made available to us a copy of that report. We have perused the valuer's comments and confirm that in our opinion the valuation report accurately describes the land, title particulars, zoning, description of the property and the improvements. The title has been searched and a current copy is appended to this report.

Our original assessment was prepared for United Orogen Limited, who requested a quick response and we inspected the property in the afternoon of 24 February 2011. We confirm that the property remains as previously reported by Independent Valuers of Western Australia.

In arriving at a valuation assessment for the property as at 24 September 2010 the valuer investigated a number of property sales, although they could be described as being somewhat dated for the purposes of the current exercise.

We have investigated recent sales in the general locality to support a level of value applicable in the current market and details of the properties analysed are listed below.

The property at 111 Mackie Street, Victoria Park, immediately adjoining the subject property, sold for \$775,000 in November 2010. Improvements comprise a 1921 single storey 3-bedroom, 1-bathroom brick residence, which has been refurbished. Land area is 598 sq m and, like the subject property, the sale property has vehicle access from a rear ROW.

The subject property has the advantage of a large detached rear building. From our observation the main building is also larger than the residence on the sale property and in our opinion it would support a higher value.

The property at 101 Mackie Street, Victoria Park sold for \$720,000 in June 2010. Land area is also 598 sq m, with rear ROW vehicle access. The improvements comprise a 1921 single storey brick residence with 3-bedroom, 1-bathroom accommodation. The home is nicely presented, although not as good as the property at No 111 Mackie Street.

Both of these properties are residential, with an R30 zoning density, but both are refurbished older residential buildings and, even though the subject property is now used for offices, the overall standard of construction and presentation is not dissimilar to the above sale properties.

The property at 111 Mackie Street reflected an improved land value rate of \$1,296 per sq m and the property at 101 Mackie Street reflected an improved land value rate of \$1,204 per sq m.

An older single storey brick and tile home at 973 Albany Highway, East Victoria Park is situated on a site of 709 sq m. It has been converted to office, but does not have the same standard of upgrading or presentation as the subject property. It sold for \$700,000 in November 2010, reflecting an overall improved value rate of \$987 per sq $m₁$

The property at 989 Albany Highway, East Victoria Park sold for \$850,000 in September 2010. Land area is 547 sq m and the property is situated on the corner of the highway and Bailie Street. Improvements comprise a substantial single storey brick and tile residence on a site with an R30 zoning.

The property has a detached brick and tile building (garage or storeroom) in the back yard and there is also access from a rear ROW. This sale reflected an improved land value rate of \$1,554 per sq m applied to the total site area.

We would draw a fairly close comparison between this property and the subject. Perhaps the improvements and location of the sale property are superior, but the R30 zoning density applied to the site area will only permit a maximum of one dwelling unit, whereas the subject property, with a land area greater than 600 sq m will support two dwelling units.

Sale prices of "inside" refurbished residential homes within the immediate proximity of the subject property reflect values ranging from \$720,000 to \$775,000 and, on a similar residential basis we believe those sales would support an improved value for the subject property in the range of \$775,000 - \$800,000.

However the subject property has been refurbished for commercial use and it has the benefit of good exposure in a prominent corner location. It would not be unreasonable to apply a 10% premium for that corner exposure, which would increase the value range to \$852,500 - \$880,000.

Independent Valuers of Western Australia assessed a market value of \$850,000 for the property as at September 2010. In our opinion the valuation report was well structured and we agree with the valuer's conclusions at that time.

Since September 2010 the market has remained fairly static as evidenced by the most recent sales in the locality. We have used these sales and still draw the conclusion that a fair market value in the order of \$850,000 would be appropriate. This value reflects an overall improved rate of \$1,350 per sq m applied to the land area.

We trust that this brief overview is satisfactory for your records. Should you require a more detailed response please do not hesitate to contact us.

Disclaimer

This valuation is for the use only of the party to whom it is addressed and to be used for a notice of a general meeting and for no other purpose. No responsibility is accepted to any third party who may use or rely on the whole or any part of the content of this valuation.

The real estate market fluctuates and is likely to demonstrate activity, which cannot be accurately forecast. Except as may be specifically nominated, no liability is extended to the addressee or any other person for events which have occurred or will occur subsequent to the date of valuation which may affect the value of the property or properties the subject of this report.

Also, neither the whole nor any part of this Valuation Report or any reference thereto may be included in any published document, circular or statement nor published in part or in full in any way without written approval of Pember Wilson & Eftos of the format and context in which it may appear.

PEMBER WILSON & EFTOS

Keith Wilson FAPI Certified Practising Valuer Licensed Valuer No 76 Director

113 Mackie Street, Victoria Park 11 March 2011

v9.3.20

Your Reference: Your instructions dated 23 September 2010 Our Reference: 201009032 Date of Issue: 29 September 2010 Enquiries: Peter Murphy Ph: 9271 9500

$\iota$

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)

EXECUTIVE SUMMARY

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$\omega$ $\frac{1}{2} \frac{\partial \mathcal{L}}{\partial \mathcal{L}}$

PROPERTY ADDRESS	113 Mackie Street, Victoria Park WA 6010
CERTIFICATE OF TITLE	Volume: 787	Folio: 124
REGISTERED PROPRIETORS	Uranium Oil and Gas Limited
ENCUMBRANCES	• Nil
LAST SALE(S) WITHIN LAST THREE YEARS	\$650,000 - October 2006
CURRENT CONTRACT OF SALE	a related company at market value.	This report has been prepared for transfer of the property to
ZONING	Park	"Residential R30 and approved for offices" - Town of Victoria
	Building Licence No 06/0865.	Approval to use the premises as offices was obtained when the building was upgraded and refurbished and contained in
DESCRIPTION OF THE PROPERTY "AS IS"		Initially the property was developed as a shop residence and has been upgraded and extended to comprise the following:
	Offices Amenities Storage Subtotal	$136 \, \text{m}^2$ $40 \text{ m}^2$ 38 m ² $214 \, \text{m}^2$
	Free standing shed/garage Total	49 m ² $263 \, \text{m}^2$
	a right of way.	The offices adjoin the Berwick Street and Mackie Street frontages of the 632m ² site. Development continues in a westerly direction through to the rear boundary which adjoins
COMMENTS	as offices which concur with the approval.	The property is zoned "Residential" and Town of Victoria Park records disclose the property was approved for use as a shop/residence. Subsequently the house has been upgraded and converted from a shop/house to offices and storage. Correspondence accompanying Building Licence No. 06/0865 issued 16 November 2007 states for "internal alterations to shop/house for office use" and the property is currently used

113 MACKIE STREET, VICTORIA PARK WA 6100

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

An unencumbered estate in fee simple subject to vacant INTEREST VALUED possesion.

\$935,000

DATE OF VALUATION	24 September 2010
MARKET VALUE "AS IS"		\$850,000 (GST EXCLUSIVE)
MARKET VALUE "AS IS"	\$935,000	GST INCLUSIVE

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)

(GST INCLUSIVE)

$\pm 1$

	Executive Summary
	Contents
	Scope
	Title Details
	Contractual Agreements
	Planning Controls
	Environmental/Contamination Issues
	Location
	Services
	Site Description
Improvements
	Commentary
	SWOT Analysis
	Valuation
APPENDIX 1:	Qualifications and Definitions
APPENDIX 2:	Certificate of Title
APPENDIX 3:	Town Of Victoria Park Building Licence
APPENDIX 4:	Instructions

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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)

^<sup>1 Australia and New Zealand Valuation and Property Standards 2008 (www.api.org.au)

Goods and Services Tax

A Goods and Services Tax (GST) became effective in Australia on 1 July 2000.

The non-residential market is generally discussed in net terms due to the variation of liability between the 3 different methods that may be applied. The application of GST varies according to the individual circumstances of the vendor (the supplier). The vendor is required to pay the GST liability.

The assessment of a supplier's GST is based on one of the three (3) following methods:

* Standard or normal method ie 1/11^th of the GST inclusive sale price;
. The margin scheme; or
As a going concern.

Existing residential properties, designed and used for residential purposes, are exempt from GST. The sale of a rural property can be a GST-free supply under certain circumstances. Analyses and values of these classes of property are usually considered to be made inclusive of nil GST.

Values of englobo parcels (subdivisional/development land) are usually determined on a GST Inclusive basis. GST on the sale of englobo land is often based on the Margin Scheme. Since there are numerous factors that can vary dependent upon vendor and purchaser circumstances, indicative GST only is shown based on the standard method. If the vendor elects to pay GST under the Margin Scheme, we reserve the right to review our valuation.

The relevant amount of GST should be determined by taxation professional and, where appropriate, should be added to a GST Exclusive value or deducted from a GST Inclusive value.

Unless stated otherwise, all analyses and values in this valuation are made exclusive of GST.

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. $\bullet$

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.

CONTRACTUAL AGREEMENTS

Contract of Sale

We have not been provided with a copy of the Contract to transfer the property to Iron Mountain Mining Ltd.

Tenancy Details

The property is occupied by the owner and our report is prepared on a basis that it is unencumbered by lease or binding tenancy agreements.

PLANNING CONTROLS

Metropolitan Region Scheme

The subject property is zoned "Urban" under the Metropolitan Region Scheme.

Local Government Town Planning Scheme

The land falls within the boundaries of the Town of Victoria Park and is governed by Town Planning Scheme No 1.

Enquiries to Council indicate the land is zoned 'Residential R30 'and has approval for use as an Office. A copy of the Town of Victoria Building Licence 06/0865 dated 16 November 2006 is appended.

Planning Western Australia 2010

The "R30" density permits the development of one dwelling per 300m² or two on the subject site. Perusing approval for construction of a dwelling on the northern portion of the site may conflict with the office use and we consider any further residential development on the site is inappropriate in the short to medium term.

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 Heritage of Western Australia Act 1990. The register is available at 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.

ENVIRONMENTAL/CONTAMINATION ISSUES

The Western Australian Contaminated Sites Act 2003 (the Act) took effect on 1 December 2006.

The Act defines a 'contaminated site' as.

In relation to land, water or a site, having a substance present in or on that land, water or site at above background concentrations that presents, or has the potential to present, a risk of harm to human health, the environment or any environmental value.

Where past or present land use activities involve, or have involved, the storage, handling or disposal of chemicals, there is an increased risk of contamination. Although a property may not be listed, potential contamination may not have been noted or reported at this point.

Environmental Issues

A search of the Western Australian Department of Environment and Conservation Contaminated Sites Database (https://secure.dec.wa.gov.au/idelve/css/) revealed that the subject property is not currently listed.

Whilst our inspection of the site surface confirms this, we have not investigated the site beneath the surface or undertaken vegetation or soil sampling.

In the absence of an environmental consultant's report, this valuation is made on the assumption that there is no health risk from contamination within the property.

Petroleum Products

The subject property does not appear to have been used for the storage or distribution of petroleum based products. Therefore, fuels, oils and other products capable of causing contamination are or were used on the site as part of normal operations.

There are no visible signs of any pollution on the property; however, we are unable to certify that there is no contamination of the property beneath the surface of the soil.

Asbestos

Inspection of the improvements showed no apparent use of asbestos products in the building.

In the absence of an environmental consultant's report concerning the presence of any asbestos fibre within the subject property, this valuation is made on the assumption that there is no health risk from asbestos within the property.

LOCATION

The property is located in the Town of Victoria Park which is situated some 3 kilometres east of Perth CBD. Vehicle access is via St Georges Terrace, Adelaide Terrace, the causeway and Albany Highway or Shepperton Road.

Development in Victoria Park is primarily of a residential nature with extensive retailing on Albany Highway through Victoria Park and East Victoria Park. Commercial and showroom development is established at Burswood in the vicinity of Great Eastern Highway and Burswood Road and continues in a southerly direction into Victoria Park.

Attractive residential development is located in the vicinity of Raphael Park between the commercial precinct in the vicinity of Albany Highway, Canning Highway and Berwick Street.

The subject property is located on the northern side of Mackie Street and the eastern side of Berwick Street on the western periphery of the town.

The maps below shows the location of the subject property in Victoria Park and in relation to the CBD.

Google Maps 2010

SERVICES

Utility service available in the locality and connected to the subject property includes electricity, water, telephone and sewer.

SITE DESCRIPTION

The property has been identified from the Certificate of Title, a Cadastral Plan and on-site inspection.

Landgate Cadastre 2010

The site area is 632 m².

We note the dimensions on the sketch contained within the Certificate of Title are imperial and we have used the area of 632m² as shown on the Landgate plan above for reporting purposes.

The site is of generally rectangular configuration having a frontage of 13.28m to Mackie Street and 47.96m to Berwick Street. A slight fall is apparent through the site in a north westerly direction toward the rear boundary which adjoins a right of way.

Vehicle access is formed in the north western corner at the intersection of the Berwick Street boundary and the right of way. Pedestrian access and vehicle access to a single parking bay are available on Mackie Street.

Area

Configuration

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.

IMPROVEMENTS

Initially developed as a shop/residence the building has been upgraded and extended to comprise offices, amenities and storage having combined area of 214 m². A free standing garage/ shed of brick construction is located near the rear boundary.

Development has been upgraded and extended to comprise the following:

Offices	$136 \text{ m}^2$
Amenities	$40 \text{ m}^2$
Storage	$38 \text{ m}^2$
Subtotal	$214 \, \text{m}^2$
Free standing shed/garage Total	49 m ² $263 \; \text{m}^2$

The offices adjoin the Berwick Street and Mackie Street frontages and development continues in a westerly direction through to the rear boundary which adjoins a right of way.

Offices

The original section of the building appears to date to the 1920's and construction comprises timber floor boards, brick elevations and a zincalume roof. The interior has been extensively upgraded and refurbished inclusive of new plasterboard ceilings as per Building Licence B/A 06/0865. The five panel interior doors in the front section reflect the era the building was originally constructed and artificial lighting comprises modern fluorescent fixtures.

Site Improvements

Extensive concrete paving is located between the rear of the offices, free standing garage/shed and rear boundary. Boundary fencing includes fibro cement and colorbond with double gates located on the Berwick Street and right of way corner truncation.

State of Repair

It should be noted that, whilst careful inspection of the improvements has been carried out, a detailed structural survey and testing of any of the services or inspection of unexposed or inaccessible portions of the building have not been completed. Therefore, it is not possible to confirm that these are free from defect, rot or infestation. The Valuer's inspection does not constitute a structural 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 the property is structurally sound and maintained to a reasonable state of repair relative to its age. If any structural issues are noted or confirmed in a structural survey, any effect on the value stated in this report will need to be reassessed.

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.

In respect to commercial property, the effects of the GFC appear to have impacted on local demand in late 2008 and early 2009 with the number of property sales reducing significantly and, as noted above, normal selling periods increasing. At the same time, monetary constraints flowing on from international banking and investment slowdown resulted in a sharp reduction in loan approvals by local lenders. This reduction in the amount of credit available coupled with general lender conservatism brought on by the GFC resulted in increasing scrutiny of investment proposals with numerous property purchases subject to finance not proceeding to settlement. These lending practises resulted in a reduction in the number of qualified buyers in the marketplace and contributed to a decline in the liquidity of real estate. Many transactions that did occur or are occurring are resultant from vendors who are having compelling reasons to sell in the current economic climate, and many of the purchasers who are active in the marketplace are opportunistic and will purchase only at a discount.

As a result of all of these factors, the commercial market retracted appreciably during this period with capital values falling and capitalisation rates easing out on average 1.5 to 3.0 percentage points across most property types depending on asset type, location and overall risk.

In respect to shopping centres, we note that there were a number of these types of properties coming onto the market throughout 2009 and into 2010. This was due to varying reasons including the GFC, projected falls in retail spending that would put downward pressure on rents as well the possibility of rising vacancy rates.

Economic indicators released toward the end of 2009, appear to indicate that the Australian economy had "bottomed out" and that it was showing signs of improvement with mineral exports rising, unemployment rates falling, job advertisements beginning to rise again and the retail sector showing improvement. Increasing mineral exports, particularly iron ore to China and the formal approval of the Gorgon Gas Project, have contributed to a turnaround in public and consumer sentiment.

By late 2009, the economic outlook for Australia began to improve with investors once again entering the market. Our review of commercial property sales over the last eighteen months has identified a significantly lower volume of sales than in the previous eighteen months.

In respect to yields, demand for commercial properties was firm, particular during the eighteen months up until mid 2008. With the impact of the GFC, the volume of property transactions slowed significantly with the few sales proceeding showing an easing in yields of between 1.5% and 3%. By late 2009, the market began reflecting a more positive sentiment resulting in some firming of yields.

Enquiries indicate that this sentiment has improved further since the beginning of 2010, however, a longer analysis period is required before any firm trends can be established.

Whilst the federal government stimulus package and a resurging minerals export market has helped the Australian economy avert a major recession, overall buyer and investor sentiment remains cautious albeit with some optimism. There still exists some volatility in the commercial markets and, whilst selling times have shortened, particular for prime properties, longer than normal selling times may still be required, particularly for secondary quality properties or those with higher risk profiles.

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 $\bullet$ 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.

Sales Comparison

With regard to sales of similar properties, adjustments for variations in area, zoning, location and shape are made in order to determine fair market value levels and make comparisons relevant.

Relevant sales are as follows:

Address	Sold	Date
43 MacMillan Street, Victoria Park	\$480,000	September 2009
Comments
property with the residence to the rear. Analysis discloses a site rate of \$1,672 per m ² .		Development on the 287 m ² site comprises a shop residence dating to the 1920's which has been renovated and extended. Zoned 'Residential R40' a deli is operated from the front portion of the
Address	Sold	Date
53 Carnarvon Street, East Victoria Park	\$450,000	July 2009
Comments of \$1,480 per m ² .		Development on the 304 m ² site comprises a shop residence dating to the 1920's. Zoned 'Residential R40' the shop is trading and the residence at the rear appears to date to the 1970's. Analysis discloses a site rate
Address	Sold	Date
1 Harper Street, Victoria Park	\$1,386,000	October 2009
Comments		Development comprises the former TAB agency located between Shepperton Road and Albany Highway. The northern boundary adjoins a right-of-way which provides access to the Town of Victoria Parks offices and the Broken Hill Hotel. The property is zoned 'Commercial' and construction dates to 1979. The transaction may contain an element of special value as the property was effectively acquired by an adjoining owner namely the Town of Victoria Park which owns the property on the northern side of the right-of-way. After deducting

Address	Sold	Date
341 Albany Highway,	\$2,250,000	May 2010
Victoria Park

provision for GST a sale price of \$1,260,000 is disclosed which equates to \$2,620 per m².

Comments

Development on the 728m² site comprises two showrooms occupied by tenants selling musical instruments and associated merchandise. The older style shops have been extended through to the rear boundary and are of brick and fibre cement (asbestos reinforced) construction. Appearing to occupy the entire site a public car park is located on the western side of the right of way adjoining the rear boundary. The properties are located in the core of the Victoria Park retail area approximately 40 metres south of King George Street. As such they have far greater commercial appeal than the subject property which is reflected in the site rate of \$3,091 per $m²$ inclusive of improvements.

Address 989 Albany Highway, East Victoria Park

Under Offer \$850,000

Date September 2010

Comments

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 544m² 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	Sold	Date
979 Albany Highway,	\$1,150,000	November 2009
Victoria Park
Comments
The property comprises Lots 2 and 4 on Dian 2010 hours a constitute was at 4 ass

The property comprises Lots 3 and 4 on Plan 2010 having a combined area of 1,214m². Previously 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.

Address 116 Parry Street, Perth Comments

For Sale \$1,150,000

Date Current

Development on the 455 $m^2$ site comprises a house converted to offices having an area of 210 $m^2$ . The property is not included on the Town of Vincent Heritage Inventory and is offered to a sale with vacant possession. Parking is provided for 8 cars on the property which is conveniently located approximately 1km north of the Perth CBD. Analysis conclusive of improvements discloses a rate of \$2,572 per $m²$ exclusive of GST.

Direct Market Comparison

The first two properties discussed above are in Victoria Park and East Victoria Park and are zoned residential and have a "shop residence" approval similar to the previous approval for the subject property which is now "office". Both are relatively small having site areas of 287m² and 304m² and the locations are secondary lacking profile by comparison with the corner of Berwick Street and Mackie Street. They are operated as Deli's and site rates of \$1672 per m² and \$1480 per m² are disclosed.

The property at 1 Harper Street is significantly superior having a commercial zoning and being located in a commercial precinct. A similar comment is appropriate for 341 Albany Highway, Victoria Park and comparison is inappropriate.

The commercial profile in the vicinity of 955, 979 and 989 Albany Highway through East Victoria Park is disjointed and lacks profile compared to Victoria Park but stronger than the corner of Mackie Street and Berwick Street. The subject property is superior to 979 Albany Highway which is affectively a development site and 955 which is an internal lot on which an older style workshop is erected and sold for \$760,000. 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.

Accommodation at 989 Albany Highway has an area of 250m² comprising 7 offices, reception, kitchen, bathrooms, patio and double garage compared to the subject property which comprises 136m² of offices with the main building having an area of 214m² inclusive of amenities and storage. The subject property has a larger site area of 632m² compared to 549m² at 989 Albany Highway which has good kerbside parking on Baillie Avenue. After acknowledging the variations and layout the two properties are considered to have a similar level of utility and value but the location at 989 Albany Highway, East Victoria Park is a superior while site area is smaller.

Applying rates of \$1300 per $m^2$ and \$1400 per $m^2$ reveals a range of \$821,600 to \$884,800. Acknowledging the zoning with approval for offices, surrounding use and development in the vicinity of the subject property is of a residential nature compared to the commercial zoning a rate distinctly lower than the Albany Highway and Harper Street Victoria Park is appropriate. A rate between those disclosed for 955(\$1,397 per m²) and 989 (\$1,548 per m²) Albany Highway, East Victoria Park is appropriate. Adopting a rate to the lower end of the range of \$1,400 per m² discloses \$884,800.

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.

VALUATION CERTIFICATE

Acting under instructions from Mark Killmier of Iron Mountain Mining Limited, Independent Valuers of Western Australia has undertaken a valuation of 113 Mackie Street, Victoria Park. This Valuation Certificate forms part of the report and should not be used or read independently of it.

Valuation "As Is"

We certify that it is our considered opinion that the fair market value of the subject property with vacant possession as at 20 September 2010 is the sum of:

\$850,000.00

(Eight Hundred and Fifty Thousand Dollars)

\$935,000

(Nine Hundred and Fifty Thousand Dollars)

Valuer Certification

The Valuer signing this report certifies that the property as described herein was inspected personally and the Valuer has personally prepared this report.

The Managing Director's authority for issue certifies that this valuation is issued by Independent Valuers of Western Australia. The Managing Director may not have personally inspected the property.

Valuer's Interest

The Valuer confirms that they do not have a pecuniary interest that would conflict with the proper valuation of the above property and, furthermore, this position will be maintained for the duration of the appointment.

Exclusivity

This report has been prepared for the private and confidential use of the Iron Mountain Mining Limited to whom it is addressed and parties to whom liability has been extended (if any) and should not be reproduced, either wholly or in part, or relied upon by third parties for any use without the express authority of Independent Valuers of Western Australia. No responsibility will be accepted for photocopied signatures.

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)

APPENDIX 1: QUALIFICATIONS AND DEFINITIONS

"As Is" Valuation

A valuation that provides the current market value of the property as it currently exists rather than the value of the proposed development.

"As If Complete" Valuation

A valuation that assumes the proposed development to be in a completed state as at the date of valuation and reflects current market conditions at the date of valuation.

It is assumed that it will be completed to a minimum standard and finish (including fit out and landscaping) commensurate with typical properties within the locality and in accordance with the plans, specifications and information provided by or on behalf of the client.

Should the property subsequently be sold in an incomplete state, the right to review this valuation is reserved.

"Proposed Development"

Any planned development or redevelopment of a property, including building improvements or modifications which are proposed, approved or under construction on the property (but does not include a planned development or redevelopment of a single dwelling residential property for residential use) where the value of the proposed or planned development is estimated to be \$50,000 or more when complete.

Highest and Best Use

In accordance with the Australia and New Zealand Valuation and Property Standards, 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.

Measurement

Measurement has been undertaken in accordance with standards set out by the Property Council of Australia.

In the case of Strata Titled properties, the measurements shown in the Strata Plan have been adopted for valuation purposes.

Title Search

Although the search of the Title was made as close as reasonably possible to the date of valuation, some transactions may have occurred in the intervening period. This valuation is based on the assumption that there are no significant changes to the Title in this period. However, should changes occur, the right to review this valuation is reserved.

Building Approvals

It is assumed that any improvements upon the property comply in all material respects with any restrictive covenants affecting the site and have been built and are occupied and being operated, in all material respects, in full compliance with all requirements of the law, including all zoning, land-use classification, building, planning, fire and health by-laws (including asbestos), rules, regulations, orders and codes of all authorities and that there are no outstanding requisitions.

Asset Inclusions and Exclusions

This valuation includes fittings and chattels that form part of the building such as heating and cooling equipment, lifts, sprinklers, lighting, fixed floor coverings, curtains, dishwashers etc, that would normally pass with the sale of the property, but excludes all items of plant, machinery, equipment, partitions, furniture and other such items which may have been installed or are used in connection with the occupation of or business carried on at the property.

Fittings and chattels installed by the occupant are excluded from this valuation.

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 the responsibility of a tenant during the letting up period; and
$\bullet$ 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.

Statutory Valuations

Landgate's Valuation Services division undertakes valuations for rating and taxing purposes. Unimproved Values are made annually state wide and Gross Rental Values are completed every three years within the metropolitan region and on a regular rotational basis in country towns generally at around 4 year intervals.

Values are determined by use of 'mass valuation' techniques and are not determined individually. These values are not intended to be relied upon as an assessment of current market value.

Elements of the Risk Analysis

Location & Neighbourhood	This Risk Rating reflects an overall rating for these two aspects.
Land (incl Planning & Title)	Land in this instance refers not only to the land physically, but also to access, services, planning and title.
Environmental Issues	This aspect of the Risk Analysis covers a range of environmental issues including contamination (refer to Environmental Issues heading).
Improvements	This aspect refers to all improvements, whether the main building or ancillary improvements (and for a TBE (To Be Erected) - Proposed Dwelling, Extensions or Renovations, would include concerns about aspects of the project or tender).
Reduced Value next 2-3 yrs	This Risk Rating is an indication of the level of risk of this property reducing in value over the next 2 3 years. It is a forward-looking summary rating taking into account aspects affecting, or likely to affect, the value of the property. The assessment is made on the basis of information that is common knowledge and/or readily ascertainable in the market and having regard to reasonably foreseeable events as at the date of the assessment. The rating cannot be expected to reflect information that was not common knowledge, or conditions, events or circumstances that occur subsequently or unexpectedly.
Market Volatility	This aspect reflects the risk of significant adverse impact on the value of the property of the market changing direction rapidly. While this will reflect historical performance, reasonably foreseeable events should also be taken into account.
Local Economy Impact	This aspect reflects the extent to which a significant change in the local economy is impacting adversely and/or the risk that it may impact adversely on the value of the property in the 2-3 year time frame.
Market Segment Conditions	This aspect reflects the extent to which the condition of the market in this particular market segment is impacting or may impact adversely on the property.

Sale and Ownership Data

This valuation relies on information supplied to Independent Valuers of Western Australia by the State Government's Landgate office through a private supplier and the right to amend this report is reserved should this information prove incorrect.

Although all comparison properties are inspected, physical internal inspection is generally not possible and information provided by the selling agent and/or Landgate's summary of property description is relied upon to assist in making fair comparisons.

Authorisation for Issue

This valuation is authorised for issue by the Managing Director or Acting Managing Director. This authority indicates that the valuation is made under the umbrella of Independent Valuers of Western Australia, but does not imply that the Managing Director or Acting Managing Director had direct input into the valuation or undertook a supervisory role.

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Dear SirAfadam

NO 113 (LOT 16) MACKIE STREET, VICTORIA PARK WA 8100 - BA 08/0836

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

BIA 00/0805 - INTERNAL ALTERATIONS TO SHOP/HOUSE FOR OFFICE USE

Yours faithfully

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From: P & 1 Homes (meito contactuale pinches com au) Sant: 21 September 2010 15:21 Tor Mark Kalmier Subject: Micke Street Victoria Park

Mark

Copy of letter from Town of Victoria Pierk and conditions of approval documeration

Hope this is of relationse. If you need my tudher information, please contact us.

ELA JIHARNIM
Zesti komunikesi Papet
Turit Hill, WA 6060

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Fac. (OS) 3344-4644
Fac. (OS) 34443-1233 Email: [email protected] a.

-communication from ESFT NODE Antivirus, versum of virus signature database 5465 (2019)(820) .
Matanang 2 m $\mathbf{z}$

GEOLOGICAL INVESTIGATIONS PTY LTD ABN 69 008 727 820

INDEPENDENT VALUATION

$\mathscr{C} \subseteq \mathscr{C}$

OF

NORTHERN TERRITORY PROSPECTS

LUCKY U FLORENCE CREEK TREASURE

PREPARED FOR

IRON MOUNTAIN MINING LTD

VALUATION DATE - 14th March 2011

AUTHOR JOHN D WYATT BA., MSc., F.AUS.IMM PRINCIPAL 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 Ltd, Level 7 231 Adelaide Terrace Perth Western Australia

$14^th$ March 2011

Dear Sirs.

Further to your request, this report has been prepared by Geological Investigations Pty Ltd to provide an Independent Valuation for 100% of three Northern Territory Prospects namely Lucky U, Florence Creek and Treasure (Figures 1 and 2).

The valuation range assigned for the three prospects is:-

\$0.550M - \$0.900M

With a preferred value of:-

\$0.725M

It is understood that Iron Mountain Mining Ltd currently holds the following percentages whose worth is calculated as follows:-

$\bullet$	30% of Lucky U (EL25329)	\$37,500
	• 30% of Treasure (EL25346)	\$120.000
$\bullet$	50% of Florence Creek (EL25894)	\$100,000

Total Preferred Values:-\$257,500

The Treasure (uranium/tungsten) Prospect (Figures 2 and 4) is currently the subject of a joint venture agreement between Iron Mountain Mining Ltd with Mithril Resources Ltd (Mithril) announced on the 30^th September 2008, whereby Mithril can earn 60% in EL 25346 by spending \$1M over the first 3 years (Stage 1) and a further 20% by spending an additional \$1M over the following 2 years (Stage 2). These investigations are currently in progress and all public information available to date has been assessed and discussed in the writer's both personal and written communication with Mithril.

The latest reported results from drilling at Baldrick, adiacent to the Treasure Prospect (EL 25346), were the subject of an open file report dated 14^th Feb 2011, released through Mithril's website following significant base metal intersections, namely 9m@ 0.48% Ni and 0.37%Cu.

These anomalous values were obtained from a major gabbro intrusive body that extends northwesterly into the Treasure Prospect area (pers. comm. Mithril 1st March 2011).

These encouraging follow-up drilling results are in addition to anomalous base metal values obtained for surface rock chip sampling of Mithril's Huckitta Project (Figures 5).

This valuation has been prepared in accordance with the requirements of the Valmin Code (2005) as adopted by the Australasian Institute of Mining and Metallurgy (The Aus.IMM).

This valuation is valid as at 3^rd March 2011 and provides the writer's opinion of the worth of the mineral assets at this date. The valuation could change over time depending on political, economic, market and other factors. The valuation assigned could also vary due to the success, or otherwise of mineral exploration either within or nearby the prospect area.

The assigned valuation could also be affected by consideration of exploration data, not at this time in the public domain and therefore not available to the author.

The methodology available for the valuation of mineral properties is commonly subjective, for example if an economic reserve or resource is subsequently identified then this valuation will be low relative to any later valuations. However, if ongoing exploration is unsuccessful then the value of the tenements will almost certainly decrease.

The valuation presented in this document is restricted to a statement of the fair value of the tenement package. The values obtained are estimates 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 Valmin Code (2005).

Geological Investigations Pty Ltd (GI) is an independent geological consultancy that has been in operation since 1967, providing services in the field of geology. Mr. John D Wyatt, the author of this valuation is a Fellow of The Aus. IMM having the necessary qualifications, competence and experience to qualify as an Independent Expert under Clauses 20 and 26 of the Valmin Code. Mr. Wyatt has in excess of 56 years experience in mineral exploration, both in Australia and overseas and more than 40 years experience in mineral asset valuation.

Neither the writer nor his family or associates have any interest in the prospects reported on, nor in Iron Mountain Mining Ltd (IMM).

Fees for the preparation of this report are charged at a normal commercial daily rate, together with expenses at cost, for a total of \$1,150. Payment is not contingent on the content of this valuation report.

The information presented in this report is based on technical data provided by IMM. together with current information researched by the writer. None of the data provided by IMM have been classified as confidential

The most relevant data sources referred to are:-

Aluminex Resources Limited (2008)
Iron Mountain Mining Ltd Valuation (17/09/2010)
Register of Australian Mining (p. 686) (2010-2011) $\bullet$
Mithril Resources Ltd ASX Statements (up until February 2011) $\bullet$

In accordance with Valmin Code, Clause 56, where relevant, permission has been granted in writing to quote from the above information sources.

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 and certainly more accurate.

Because there are no identified JORC-compliant resources, under JORC guidelines for reporting terminology, the valuations assigned will be constrained to the assessment of only 'Exploration Results' as described in Section 16 of the JORC Code (2005), and based on the reported work of others.

The Valmin Code identifies the following methods of valuing mineral assets that include:-

Discounted cash flow $\bullet$
Joint venture and farm-in terms for arms length transactions
Precedents from similar asset sales/valuations $\bullet$
Multiples of exploration expenditure
Ratings systems related to perceived prospectivity $\bullet$
$\bullet$ 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 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.

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.

Mithril Resources Ltd in joint venture with IMM is currently carrying out exploration of their Huckitta Project that includes investigation of the Treasure Prospect. Their encouraging results and their decision to continue work supports the valuation assigned of the Treasure Prospect.

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 that 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; offproperty attributes on-property attributes, anomalies and geology. A fifth factor that may be applied is the current state of the metals market.

The aims of the various valuation methods are to provide an independent opinion as to the 'fair value' for the property under consideration and further, to provide as much detail as possible as to the manner in which the value is reached. It is necessarily subjective according to the degree of risk perceived by the property valuer in addition to all other commercial considerations. Efforts to construct a transparent valuation using sophisticated financial models are still hindered by the nature of the original assumptions 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 knowledge of the locations from past work in the general area, lack of any significant exploration reports by others, together with the absence of JORC-compliant identified resources, indicated that onsite inspections at this time would not significantly affect the valuations assigned.

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 and reflect current prices that would likely to be paid to acquire similar, relatively unexplored prospect areas.

However, even though exploration is limited it is believed that the Treasure Prospect host rock sequences have so far demonstrated potential to host base metal mineralisation and because of this encouraging evidence, this prospect has been valued accordingly somewhat above a perceived base worth.

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, 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. Current ownership details are shown in the attached tenement information summary.

Tenement 972346 EL25894 EZ2323 No. Tenement Treasure Florence Lucky U Creek Name Tenement Holdings
Ltd Bralich
Holdings
Ltd Holdings
Holdings Brallch Brallch Holder Tenement 252.6km² 28.4km² 101km^' Area Resources Partner UOG & Son Mithril န္တ $\overline{\mathbf{z}}$ Current
Paying 50% 30% KN 30% (100% once
sare holder
letter and sought) approval sought,
reducing to 40%, then
20% on Mithril earning
its interests) (Reduced to 12%, then
6% on Mittril earning
its interests)) (100% once
share holder
approval
sought) (100% once shareholder Interest \$0% %0% Han 30% NORTHERN TERRITORY PROJECTS Account
Cost Code 258 S2 Florence Creek Treasure Lucky U 833 LOOZ/TO/6T 24/04/2006 Appl'tn Code 8/05/2006 ZOOZ/DT/6T 2/02/2007 Granted 5/02/2007 Due to Explre 18/10/2013 4/02/2013 4/02/2013 Commitment Upcoming \$24,130.00 000'61\$ 00'000'12\$ Upcoming Rent \$1760.00 \$748.00 00'80'75

TENEMENT INFORMATION SUMMARY

Northern Territory Projects

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 close to, and along the southern boundary of the Treasure tenement, EL25346. Mithril Company Quarterly (open file) reports information was researched from the Register of Australian Mining (2009-2010, 2010-2011).

In addition to an agreement entered into between Mithril and Iron Mountain it was reported in the Register of Australian Mining (2010-2011) that Mithril had also reached a farm-in agreement with Sammy Resources Pty Ltd (wholly owned subsidiary of Cazaly Resources Ltd) to earn 80% interest in the Huckitta Project, by expending \$2M on exploration over 5 years. The Huckitta Project adjoins the Treasure Project (EL 25346) to the southeast. This interest by others is believed to reflect and enhance the perceived prospectivity of the area to host economic mineralisation.

This transaction, together with Iron Mountain's, similar JV with Mithril to carry out exploration of the Treasure Prospect is considered to also provide confirmation concerning the prospectivity of IMM's Northern Territory's areas.

Enquiries by the author concerning the results of Mithril's current exploratory drilling programme in the Treasure (southeast) area confirm anomalous base metal (Cu, Ni) drill intersections. These results are believed to at least indicate, although not prove, that the Treasure Prospect rock sequences have the potential to host anomalous mineralisation.

Valuation Assessment

The Valmin Code (2005) sets out the recommended guidelines for the Independent Assessment of the 'fair value' of mineral assets and further relevant details concerning the manner in which the assigned valuations were reached.

However, in the absence of any identified JORC-compliant resources either informed, indicated, measured or proven that would allow a more sophisticated analysis, in this instance the Code only allows the valuation of 'Exploration Results'.

By definition (JORC Clause 16), exploration results include data and information generated by early stage exploration programmes.

These exploration results may, or may not, be part of a formal declaration of Mineral Resources or Ore Reserves. In this case, only preliminary geochemical, rock chip sampling, limited reconnaissance drilling and some geophysical (gravity) surveys have been carried out at this time. Because of this, only a subjective assessment can been made as to the current worth of the three Northern Territory prospects.

The values assigned in this report were derived following consideration of the following:-

The geological settings of each prospect and their perceived exploration potential
Work by others, especially Mithril Resources JV agreements with Iron Mountain Mining Ltd (and others) to spend exploration funds to acquire a percentage of Prospects and especially the Treasure Prospect
Current commodity prices and demands that includes uranium. It may be significant that the objections to uranium mining appear to be easing in Australia as world demand grows.
Market prices for similar mineral prospects in Australia and especially the Northern Territory
· Environmental issues -
There are no known environmental issues that indicate that the project areas contain any endangered fauna or flora species.
· Native Title Issues -
Any such issues will be addressed by others however, the writer is not aware of any sacred sites within the prospect area that are likely to significantly affect the assigned valuation.
E Results of current exploration by Mithril Resources Limited as reported on that Company's website, together with personal communication with Mithril Resources personnel in South Australia concerning the most recent, February 2011, exploration results.
. Review of the author's independent valuation of the same prospect commissioned by Iron Mountain Mining Ltd in September 2010.
Review of Iron Mountain Mining Ltd Company information as contained in The Register of Australian Mining 2010-2011 relating to Mithril's ongoing JV agreement.

Lucky U – Uranium Prospect EL 25329

The Lucky U Prospect is prospective for uranium mineral mineralisation as evidenced from preliminary rock chip sampling and review of geophysical (radiometric) airborne surveys (Figure 3).

The geological setting comprises Proterozoic/Paleozoic-aged Arunta Block metamorphic sequences that elsewhere host both base and precious metal mineralisation.

Structurally numerous east-west trending faults and rock contact zones provide favourable sites for Cu, Au and Zn mineralisation.

The area is relatively poorly explored; however, available open-file reports record exploration by Stockdale Prospecting Limited (Stockdale) and by PNC Exploration (Australia) Pty Ltd (PNC).

In 1992, Stockdale carried out a programme of stream sediment sampling and limited rock chip sampling in the search for gold and copper mineralisation. From the 960 samples

collected, anomalous gold and anomalous copper mineralisation was identified in surface exposures.

The Stockdale tenement, EL 7572 is located adjacent to and west of the Lucky U.

Stockdale refer to a previous investigation by Kinex that consisted of detailed geological mapping and rock chip sampling however, this report has not been sighted. The reported mineralisation has been described as malachite and chrysocolla (copper) staining in biotitegarnet-gneiss. The staining occurred in lenticular zones up to 1.5m thick.

Stockdale concluded that whereas strike extensions of the nearby Copper Queen gold prospect did not continue into EL 7572, the coincident BLEG and base metal anomalies to the south and east warranted further investigation.

In 1996, PNC carried out investigations over a large area that encompassed Aluminex's "Lucky U" tenement. PNC's exploration was directed at uraninite mineralisation in felsic hosts within discrete fault structures and intrusive pegmatite's.

A programme of reconnaissance diamond drilling tested for uranium in nearby prospects but no significant mineralisation was identified.

In January 2011, UOL reported on a reconnaissance stream sampling programme carried out in the Lucky U and Florence Creek prospect areas, by way of a helicopter traverse. It was reported that this work cost in the vicinity of \$100,000. No sample results have been sited to date.

Valuation Range:-

\$0.10M - \$0.15M

Preferred:-

\$0.125M

Florence Creek Prospect - EL 25894

The Florence Creek uranium, zinc prospect is adjacent to and north of Lucky U (Figure 3).

Past exploration by others comprising reconnaissance geochemical and BLEG sampling has identified a number of gold and base metal anomalies within a geological setting of similarly aged rock sequences to those occurring at the Lucky U Prospect.

Exploration by others reported copper/zinc mineralisation specifically hosted by the Gough Dam Schist that occurs as a fault bounded block in the northwestern part of the prospect area.

In assigning a valuation to the Florence Creek Prospect consideration was given to the much larger size of the Florence Creek prospect area and the very little exploration, apart from data review and acquisition that has been completed to date

Valuation Range:-

\$0.150M - \$0.250M

Preferred:-

\$0.2M

Treasure Prospect - EL 25346

Until recently the Treasure prospect was believed to be only prospective for pegmatite and calsilicate quartzite-hosted mineralisation, however recent work by others suggests the area has the potential for base metals, copper and nickel and silver (Figure 2).

In 2010, Mithril Resources entered into a JV with Iron Mountain Mining Ltd to earn 80% of the Treasure Prospect on expenditure of \$2M over five years. Mithril were at the time carrying out extensive exploration of their Huckitta Project centred both around and to the west of Treasure. Their reconnaissance chip sampling and exploratory drilling reportedly returned a number of anomalous nickel and copper results from gabbroic/metasedimentary host rocks and prospective contact zones (Figure 4).

During the December 2010 quarter, Mithril announced that a gravity survey at the Baldrick Prospect had identified a discrete gravity anomaly approximately 400m to the northwest of the mineralised intrusion where previous drilling intersected up to 12m @ 0.4% Ni and 0.3% Cu. The gravity anomaly is down plunge from the outcropping Ni-Cu mineralized gabbro and therefore could be indicative of a blind mineralised gabbroic body at depth. A ground EM survey is planned over this gravity anomaly during the next quarter followed by drilling.

Based on Mithril's work and proposed ongoing drill exploration, the Treasure Prospect was therefore assigned a valuation range that took into account these encouraging preliminary results.

Valuation Range

\$0.30M - \$0.50M

with a preferred value of:-

\$0.40M

Yours faithfully,

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

DISCLAIMER

The opinions expressed in this report have been based on the information supplied to Geological Investigations Pty Ltd (GIPL) by Iron Mountain Mining Ltd and are provided in response to a specific request from Iron Mountain Mining Ltd. GIPL has exercised all due care in reviewing the supplied information, however whereas GIPL has compared key data supplied, the accuracy of the results and conclusions arrived at from this review are entirely reliant on the accuracy and completeness of the supplied data. GIPL does not accept responsibility for any errors or omissions in the supplied information and does not accept any consequential liability arising from commercial decisions or actions resulting from them.

$\overline{\phantom{a}}$

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

⇨

Proxy Form

SHAREHOLDER

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

APPOINTS

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

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

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.

All single or joint holders of shares must sign this 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 27 May 2011 commencing at 10 am (WST) and at any adjournment thereof.

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 delete as appropriate			under Power of Attorney on behalf of the company.

⇩

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.

$\boldsymbol{4}$	PROXY'S VOTING INSTRUCTIONS (OPTIONAL)	FOR	AGAINST	ABSTAIN	PROXY'S DISCRETION
	1. Acquisition of 113 Mackie Street
	2. Acquisition of tenements
	3. Grant of options to Robert Sebek

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

5 APPOINTMENT OF A SECOND PROXY (OPTIONAL)

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

A shareholder is entitled to appoint up to two persons (whether shareholders or not) to attend the meeting and vote as proxies. If you wish to appoint two proxies please either photocopy the proxy form or telephone Mr Mark Killmier on $+1618$ 9225 6475 to obtain a second form. Both forms should be completed with the nominated percentage of your voting rights on each form. Please return the proxy forms together.

Important Information

Deadline for Receipt of proxies To be effective, a completed proxy form together with the power of attorney (if any) under which it is signed, must be received by the Company at its registered office or Company office, Level 7, 231 Adelaide Terrace, Perth not less than 48 hours before the appointed time of the General Meeting ie. no later than 10 am WST on 26 May 2011.

Destination of Completed Proxy Form Once the Proxy Form is completed and all details checked by you, the form is to be sent or delivered to the Company's office at Level 7, 231 Adelaide Terrace, Perth WA 6000 or sent by facsimile to the registered office on $+ 61892256474.$

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 2011

66092_rns_2011-04-27_c21ea64d-f4ef-4c05-a48e-f6b56c1aea62.pdf

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

Notice of General Meeting

ACQUISITION OF 113 MACKIE STREET, VICTORIA PARK, WESTERN AUSTRALIA $\mathbf{1}$

Voting Exclusion

$2.$ ACQUISITION OF MINING EXPLORATION TENEMENTS FROM UNITED OROGEN LIMITED

Voting Exclusion

$3.$ GRANT OF OPTIONS TO ROBERT SEBEK

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

Voting Exclusion

"Snap-Shot" Time

PROXIES

DATED 14 April 2011

BY ORDER OF THE BOARD

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

Explanatory Memorandum

Background

Background to Resolution 1

Regulatory Requirements

Corporations Act – Chapter 2E

Corporations Act - Part 6.1

UOG's interests in the Company

RESOLUTION 2 - ACQUISITION OF MINING TENEMENTS FROM UNITED OROGEN LIMITED

Background to Resolution 2

Corporations Act - Chapter 2E

Corporations Act - Part 6.1

UOG's interests in the Company

Rights issue prospectus

RESOLUTION 3 - GRANT OF OPTIONS TO ROBERT SEBEK

Background to Resolution 3

Corporations Act - Chapter 2E

GLOSSARY

ANNEXURE "A"

TERMS AND CONDITIONS OF OPTIONS EXPIRING 1 MAY 2016 (AMOUNT PAYABLE: 20 CENTS)

Entitlement $\mathbf{1}$ .

Option Period 2.

Ranking of Share Allotted on Exercise of Option $\overline{3}$ .

4. Voting

5. Transfer of an Option

6. Method of Exercise of an Option

7. Reconstruction

Participation in New Share Issues 8.

Change of Options' Exercise Price or Number of Underlying Shares. 9.

LODGEMENT INSTRUCTIONS

MGI Perth Corporate Finance

PRIVATE & CONFIDENTIAL

Dear Sirs

1. INTRODUCTION

SUMMARY OF OPINION $2-$

MGI Perth Corporate Finance Pty Ltd ("MGICF") FINANCIAL SERVICES GUIDE

Financial Services Guide

Financial services we are licensed to provide

General Financial Product advice

Fees, commissions and other benefits we may receive

Complaints

Contact details

QUALIFICATIONS, DECLARATIONS AND CONSENTS Qualifications

Declarations

Interest

Indemnification

Consents

$31$ SUMMARY OF THE PROPOSED TRANSACTIONS

$4.$ PURPOSE OF THE REPORT

5. BASIS OF THE ASSESSMENT

6. VALUATION OF IRON MOUNTAIN MINING LIMITED SHARES PRE PROPOSED TRANSACTIONS

$6.1.$ VALUATION OVERVIEW

$6.2$ VALUATION APPROACH

6.3 VALUE OF IRM'S SHARES PRE PROPOSED TRANSACTIONS

6.3.1 IRON MOUNTAIN MINING LIMITED

Notes

$6.3.2$ BASIS OF VALUATION OF THE PROPERTY

$6.3.3$ BASIS OF VALUATION OF THE TENEMENTS

$6.4$ ISSUED CAPITAL AND SHARE TRANSACTIONS

6.4.1 ISSUED CAPITAL

6.4.2 OPTIONS

6.4.3 SHARE TRADING

SCHEDULE OF RECENT ASX ANNOUNCEMENTS 6.4.4

WESTERN YILGARN NL Proxy Solicitation & Information Statement 2011

SUMMARY OF OPINION $2_-$

$3₁$ SUMMARY OF THE PROPOSED TRANSACTIONS