ESPERANCE MINERALS LIMITED (ASX: ESM) – ASX RELEASE

Level 6, 50 Clarence Street, Sydney, NSW, 2000 AUSTRALIA Telephone: +61 2 9299 9580

Postal Address: PO Box 4492, Sydney, NSW, 2000 Facsimile: +61 2 9299 9501 Email: info@esperanceminerals.com www.esperanceminerals.com

ESM ENTERS INTO AN AGREEMENT GIVING RIGHTS TO ACQUIRE UP TO 100% OF

A GOLD EXPLORATION PROJECT IN BRAZIL

11 March 2013 Key points

• ESM enters into an agreement which gives it an option to acquire an entity with a right to earn up to a 100% interest in a Brazilian gold project

• ESM to undertake due diligence on the project and has the right to withdraw from the option agreement or to otherwise elect not to proceed with the acquisition

• ESM to contract experienced US Based Geoscientists to assist with the exploration due diligence

• Brazilian Gold Project with large land holding – approximately 50,000 ha of exploration licences

• Consideration for the acquisition of the entity under the option agreement will be 20 million shares and 40 million attached options

• The acquisition is subject to shareholder approval

The Directors of Esperance Minerals Limited (ASX: ESM) are pleased to advise that they have entered into an agreement (Option Agreement), which gives ESM the option to acquire Afro-Asian Resources Pty Ltd (AAR) which is, in turn, entitled to acquire via an earn-in arrangement up to a 100% interest in exploration licences covering approximately 50,000 Ha (Exploration Licences) and applications for exploration licences covering an additional 15,000 Ha (Exploration Licence Applications) (collectively the Project) located in Amazonas State, Brazil. The election to proceed with the acquisition of AAR is subject to ESM funding completion of, and being satisfied with, due diligence on the Project, including a verification drilling program commenced by AAR, and ESM obtaining shareholder and regulatory approvals. The Project is owned by Minarax Mineração Participações Ltda (“MRX” or the “Project Owner”) a company incorporated in Brazil. AAR has entered into a binding agreement with the Project Owners which entitles AAR to earn up to a 100% interest in the Project under a 3-stage earn-in arrangement (Earn-in Agreement). AAR has already provided funding to the Project of approximately $400,000 over the past 6 months, the majority of which comprises pre-payments to fund a 500m verification drilling program, which has commenced with the second hole currently being drilled. The interest in the Project is to be obtained via equity ownership in a special purpose vehicle set up to hold the Project for MRX, Tiger Gold Mineração Ltda (TRL).

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Under the Earn-in Agreement with the Project Owners, AAR has the right to assign its interest in the Earn-in Agreement to an ASX listed company at any stage. By entering into the Option Agreement, ESM has obtained the right to elect to acquire AAR and to be nominated as the ASX listed company under the HOA. ESM can then earn up to 100% of the Project through the performance of the HOA by AAR. The terms of the Earn-in Agreement to acquire 100% of the Project and the Option Agreement between ESM and AAR are outlined in the section on “The Agreements”. AAR does not have any other projects or assets at this time.

PROJECT EXPLORATION CONCEPT

The regional geological setting is a Precambrian basement (called the Jamari Complex) overlain by Miocene to Pliocene Amazon Basin sediments. These Amazon Basin sediments consist of predominantly semi-consolidated sands (locally ferruginous) interlayered with silt and clay. This Amazon Basin sequence includes a medium grained conglomerate known locally as “Mocururu”. The mocururus are hard carbonaceous to manganiferous ferruginous sandstones or conglomerates up to 5m thick which outcrop along the edges of the Madeira River. The Madeira River is one of the two main tributaries of the Amazon River and is up to 3km wide in the vicinity of the project area. This Mocururu is a hard ferrocrete/duricrust rock is believed to have formed over a time span of thousands of years mainly during the onset of dry climate periods that resulted lateritic conditions. Locally this Mocururu unit, and sandstone units which lie directly above and below the Mocururu, are mined by garimparios. Both via excavation on the banks of the Maderia River in the dry season (Figure 3) and by dredges operating in the Madeira River (Figure 4). In 1985 an estimated 1400 (#1a) dredges were operating along the Maderia River with annual production in excess of 120,000 ounces of gold (#1b). Gold production peaked in 1990 with annual estimated production of 309,000 ounces (#2). Estimates of the total gold production along the entire Maderia River, covering some 500km, since the 1970’s are in excess of 7 million ounces of gold (#3)

Empirical evidence suggests that this Mocururu unit was localised within the immediate vicinity of the Maderia River channel. The Project Owners interpretation of the geological setting is that the Mocururu mineralization is a result of the transport and deposition of gold and heavy minerals, which were eroded during the uplift of the Bolivian Andes, in a large alluvial fan complex. They believe that this Mocururu unit is likely to be regionally extensive and represents a world class gold exploration target. This interpretation has been based on work done primarily by Dr. João Batista Guimarães Teixeira a leading Brazilian Geologist (Appendix 1) and one of the Project Owners. Should this model prove to be correct the Project represents an exploration target with significant potential which has yet to be tested.

(#1) Source: (a) Pfeiffer et al., 1989 (b) Bastos, 1988 (#2) Source: Departmento Nacioal da Producao Mineral - Statistical Mining Data (#3) Source: Batista, 2010. A Model for Giant Paleoplacer Gold Deposits on the SW Border of the Amazonas Basin

EXPLORATION CONDUCTED BY THE PROJECT OWNERS

In the fourth quarter of 2012, the Project Owners undertook a Stratigraphic Drilling program designed to test their exploration model that the Mocururu had the potential to be located outside the immediate vicinity of the current Madeira River. This involved the drilling of seven HQ diameter sized core drill holes at 4 separate widely spaced locations within the Project. The program was undertaken and supervised entirely by a team of Brazilian Geoscientists, Engineers, and Drillers.

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Figure 1 – Project Area

Analysis of the results are ongoing, however, it should be noted that the sampling procedures and sample control during this Stratigraphic Drilling Program do not meet “JORC quality” standards and samples were not subject to Industry standards of “Assurance of Chain of Command”. As such these results reported by the Project Owners are not JORC compliant, may not be reproducible with due diligence drilling and have not been included in this release. VERIFICATION DRILLING PROGRAM

In order to verify the Stratigraphic Drilling Program, including its distribution and grade, ESM has contracted a team of independent internationally experienced Geoscientists based in the US. These geoscientists are qualified through decades of on-the-ground experience to manage a verification drilling program. They will supervise all aspects of the program and assays will be conducted by to Hazen Research Labs, Denver, Colorado, an independent, and highly regarded, laboratory based in the USA. The lead geoscientist is a certified Qualified Person (QP) under 43 101 and JORC standards.

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This verification program will involve 4 drill holes and will involve the twinning of two of the Stratigraphic Drill holes undertaken by the Project Owners. One additional hole, hole still to be determined, may be twinned. It is anticipated that results from the first hole will be available in 3-4 weeks. ESM will also undertake assays of the remaining core from the Stratigraphic Drilling. The budget for this program is approximately $700,000 of which $300,000 has already been provided by AAR.

Figure 2 – Exposed Section showing Mocururu in outcrop in a manmade excavation on the left bank of the Madeira River located between Porto Velho and Guajara Mirim (Source, Batista 2012

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Figure 3 – Historical Photos showing the Gold Dredges operating on the Maderia River between Porto Velho and Guajara Mirim in the 1980’s (Source Batista, 2012)

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As part of its due diligence via the Option Agreement, ESM will fund this verification drilling program. Upon receipt of the assay results from this Due Diligence drilling ESM can elect to proceed with the Option Agreement or withdraw.

Figure 4 - Drill Rig in operation during the Stratigraphic Drilling Program

THE AGREEMENTS ESM has entered into the Option Agreement with AAR (and its shareholders) which gives ESM an option to acquire 100% of AAR. ESM can elect to withdraw from this Option Agreement at any time and completion of the acquisition of AAR is subject to shareholder and regulatory approvals. AAR has itself entered into the Earn-in Agreement with MRX, a Brazilian company and the current owner of the Project. Under this Earn-in Agreement, AAR can acquire up to a 100% interest in Exploration Licences covering approximately 50,000 Ha and Exploration Licence Applications covering an additional 15,000 Ha subject to meeting specific funding and other requirements, including the issue of shares in a nominated listed company (which would be ESM if ESM acquires AAR) and payment of cash.

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Earn-in Agreement – Joint Venture company - Tiger Gold Mineração Ltda

The Earn-in Agreement which is summarised below gives AAR the opportunity to earn up to a 100% interest in the Project comprising the Exploration Licences covering approximately 50,000 Ha and Exploration Licence Applications covering an additional 15,000 Ha. In addition, AAR also has rights to acquire up to 100% of any future exploration projects within in a 50km Area of Interest around the Project. The Exploration Licences and Exploration Licence Applications comprising the Project are currently held by MRX however under the Earn-In Agreement they will be transferred to a special purpose Brazilian company, Tiger Gold Mineração Ltda (TRL) established by the shareholders of MRX (Principals), and the interest in the Project to be acquired by AAR will comprise up to a 100% equity interest in TRL.

A requirement of the Earn-in Agreement is for AAR to nominate an ASX listed company (Listco) to take a transfer of its interests in TRL and to issue equity to the Principals as part of AAR earning a 100% interest in TRL. AAR also has the right to assign its interest in the Earn-in Agreement to a Listco at any time. Under the Earn-In Agreement, AAR (or ListCo) can acquire up to a 100% equity interest in TRL through a staged funding program (Staged Payments) in support of exploration programs being conducted for the Projects and administrative expenses. These stages are as follows and AAR and ListCo can elect to withdraw at any time:

1. a US$50,000 option fee, which has been paid by AAR.

2. a Due Diligence period, (ending in mid May 2013, subject to extension by the parties) during which AAR will, at its expense, keep the Project in good standing, assay remaining core from the Stratigraphic Drilling program, and drill not less than 4 Due Diligence Drill holes (Due Diligence Stage). At the completion of the Due Diligence Stage, AAR can either elect to proceed with the Earn-In Agreement or withdraw from the Earn-in Agreement;

3. should AAR elect to proceed it will make a US$500,000 payment to MRX and commit to drilling no less than 4 drill holes on each of the 10 granted Exploration Licences, covering 100,000 Ha, held by TRL (the Commitment Drilling) as well as do all things required to renew those Exploration Licences, within 180 days of entry into the Earn-in Agreement. This Commitment Drilling is anticipated to involve approximately 2000m of drilling. Upon the receipt of all results from these 40 drill holes AAR will nominate which 5 of the Exploration Licences or Exploration Licence Applications will comprise the Earn-in-Area and MRX will transfer the remaining 5 Exploration Licences and Exploration Licence Applications not nominated by AAR out of TRL. AAR will acquire a 50% equity interest in TRL by sole funding expenditure of US$5 million and meeting other funding requirements, such as specified reimbursements to the Principals (Stage 1 Funding);

4. AAR may, at its sole discretion, elect to increase its interest in the equity capital in TRL to 75%, by transferring its then existing 50% interest to ListCo (which will be ESM), and having the ListCo issue a 20% equity interest in ListCo to the Principals (Stage 2 Funding);

5. after completion of the Stage 2 Funding, AAR must fund the completion of a Definitive Feasibility Study (DFS Funding) of not less than US$25 million, during which the Principals will retain a free carried 25% of TRL´s capital. If AAR fails to provide the DFS Funding, then the Principals can terminate the Earn-in Agreement and the 25% equity interest granted upon completion of Stage 2 Funding must be restored to the Principals;

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6. Upon completion of a Definitive Feasibility Study (DFS), AAR may, at its sole discretion, elect to acquire the final 25% of the equity capital in TRL by paying the Principals an amount equal to 25% of the market capitalisation of ListCo at that time (Stage 3 Funding). Such amount may be delivered in a combination of cash and shares in ListCo as agreed by MRX and AAR provided, however, if such amount is less than $5 million, then such amount shall be payable entirely in cash and, further provided, that the Principals may elect to receive the entire payment in shares of ListCo.

Stage 1 Funding must be completed within 2 years following execution of formal documentation at the end of the Due Diligence Stage, with Stage 2 Funding to then commence within a further month. The acquisition of interests in TRL and the Project is subject to:

• commencement of the Commitment Drilling is subject to AAR being satisfied with the results of the due diligence drilling program, together with completion of satisfactory legal due diligence. Upon satisfaction of those matters, the parties will enter into further formal documentation. AAR may at its election waive one or more of these requirements;

• commencement of Stage 1 Funding and obtaining a 50% interest in TRL and the Project is subject to AAR being satisfied with the drilling results from the Commitment Drilling;

• commencement of Stage 2 Funding and DFS Funding and obtaining a 75% interest in TRL and the Project is subject to AAR being satisfied with the results from the Stage 1 Funding; and

• AAR's commitment to the Stage 3 Funding and obtaining a 100% interest in TRL and the Project is subject to AAR being satisfied with the results of the DFS.

In addition to the Staged Payments, AAR has agreed to make the following milestone payments:

1. US$250,000 payable if 2 proposed step-out holes have recorded intercepts during the verification drilling of not less than 50 Gram Metres as an average of both step-out holes;

2. US$1 million payable upon a 1,000,000 ounces of gold equivalent resource under the JORC Code being confirmed in aggregate within the Earn-in Area;

3. US$500,000 payable within 5 Business Days of TRL providing to AAR copies of the publications done by the Brazilian authorities of the granting of exploration licenses under the current Exploration License Applications;

4. US$2 million payable upon a 2,000,000 ounces of gold equivalent resource under the JORC Code being confirmed in aggregate within the Earn-in-Area;

5. US$10 million payable upon a 5,000,000 ounces of gold equivalent resource under the JORC Code being confirmed in aggregate within the Earn-in-Area;

6. US$20 million payable upon a 10,000,000 ounces of gold equivalent resource under the JORC Code being confirmed in aggregate within the Earn-in-Area; and

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7. further reimbursement of past expenditure on the Exploration Licences and Exploration Licence Applications Permits of up to US$2.5 million based on the following formula:

X = A x B

[Where:

X = the amount of expenditure reimbursement;

A = the aggregate funds raised (less any commissions payable etc.) by AAR/ListCo pursuant to any capital raising undertaken by ListCo within 2 years;

B = 15%

MRX, TRL and the Principals are excluded from otherwise dealing with the Project until the earlier of 90 days from the date of the Earn-in Agreement or termination of the Earn-in Agreement. AAR will be entitled to appoint 3 of 5 board members to TRL at the commencement of the Stage 1 Funding. Upon the Principals receiving the ListCo shares in the Stage 2 Funding, the Principals will be entitled to nominate an appointment to the board of ListCo, which in this case would be ESM. If ESM proceeds to complete the acquisition of AAR pursuant to the operation of the Option Agreement, ESM will both take control of AAR and assume the role of Listco under the Earn-In Agreement.

Option Agreement – AAR and ESM

The Option Agreement between ESM and AAR (and its shareholders), which is summarised below, gives ESM the right to acquire 100% of AAR and in turn, the right to acquire up to 100% of the Project by exercising the rights of AAR under the Earn-in Agreement. Under the Option Agreement:

1. ESM will reimburse AAR’s sunk expenditure during the Due Diligence Stage of the Earn-in Agreement prior to the date of the Option Agreement, as verified to the satisfaction of ESM, by the issue to AAR (or its shareholders) of:

a. 1 share in ESM for each $0.06 of expenditure, each share having a deemed price of $0.06 per share; and

b. a free attaching 10 cent option for every share issued under (a) exercisable at $0.10 expiring March 1st 2017.

The amount of the expenditure incurred up to date is estimated to be between $350,000 and $400,000. However, the actual amount will be verified to ESM’s satisfaction and this reimbursement must take place regardless of whether ESM proceeds to acquire AAR;

2. ESM will manage and fund the remainder of the Due Diligence Stage on behalf of AAR. This will involve keeping the Project in good standing, assaying the remaining core from the Stratigraphic Drilling program, and drill not less than 4 Due Diligence Drill holes. It is estimated that the cost of completing the Due Diligence Stage is approximately $400,000;

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3. at the completion of Due Diligence Stage, ESM can either elect to proceed to acquire 100% of AAR from the shareholders of AAR or withdraw from the Option Agreement;

4. if ESM elects to proceed with the acquisition of AAR, the consideration for the acquisition will be the issue to the shareholders of AAR of:

a. 20 million ESM shares;

b. 20 million options to subscribe for ESM shares with a strike price of $0.20 per option and an expiring date of March 1st 2017; and

c. 20 million options to subscribe for ESM shares with a strike price of $0.40 per option and an expiry date of March 1st 2018.

5. ESM can withdraw from the Option Agreement at any time, including before completion of the Due Diligence Stage and from that point ESM:

a. will have no further obligation to conduct or fund the Due Diligence Stage of the Earn-in Agreement for AAR; and

b. will not have any right to be reimbursed for funds expended by ESM during the Due Diligence Stage prior to withdrawal from the Option Agreement.

The issue of all shares and options under the Option Agreement, and therefore the acquisition of AAR, is subject to shareholder approval and any other necessary regulatory approvals. A general meeting of shareholders is expected to be convened shortly after the completion of the Due Diligence Stage or earlier termination of the Option Agreement, which is likely to result in a general meeting being likely to be held in around August 2013. Full terms of the proposed transaction and any other required information will be included in the notice of meeting issued for that meeting. Kris Knauer, the Company’s Chairman, has an interest in the proposed transaction as a 30% shareholder and director of AAR. Entry into the Option Agreement has been determined by the disinterested board members to be in the best interest of the non-associated shareholders of AAR. In addition, the shares in AAR represent a “classified asset” for the purposes of the Listing Rules and some of the Consideration Securities will be issued as restricted securities and subject to the escrow requirements under Chapter 9 of the Listing Rules.

Shareholders Agreement

One of the agreements that ESM, AAR, MRX, and the Principals will be required to enter into as part of formal documentation, should ESM elect to exercise its option to acquire AAR under the Option Agreement and perform the obligations of AAR under the Earn-in Agreement is a shareholders agreement in respect of TRL. This will include provisions dealing with, amongst other things, the agreement for the management of TRL.

EFFECT OF THE ACQUISITION OF AAR Appendix 3 sets out information about the likely effect of the transaction on ESM’s total assets, total equity interests, annual expenditure and annual profit before tax and extraordinary items following the acquisition of AAR. Due to the incomplete information currently available on capital raisings, no allowance has been made for the Earn-in Agreement. The information needs to need to be read in conjunction with the assumptions included in Appendix 3.

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The following table sets out the impact on the current issued share capital of ESM on completion of the acquisition of AAR:

Shareholder Current Shares (1) Shares on completion of Acquisition of AAR (2)

Shares on exercise of the first tranche of Acquisition options (3)

Shares on exercise of the second tranche of Acquisition options (4)

No % No % No % No %

Current Holders excluding AAR Shareholders

52,545,765 62.52% 52,545,765 47.46% 52,545,765 38.25% 52,545,765 33.39%

AAR Shareholders

31,493,914 37.48% 58,160,581 52.54% 84,827,248 61.75% 104,827,248 66.61%

Total 84,039,679 100.00% 110,706,346 100.00% 137,373,013 100.00% 157,373,013 100.00%

Notes: The above table has been prepared in accordance with the following asumptions:

1. no shares have been issued under the Option Agreement, upon the exercise of options issued under the Option Agreement or upon the exercise of options currently issued by the Company;

2. all shares have been issued under the Option Agreement and no options have been exercised or other securities issued;

3. subsequent to the transaction in Note 2, 26,666,667 options held by the AAR Shareholders have been exercised and no other securities have been issued; and

4. subsequent to the transaction in Note 3, a further 20 million options held by the AAR Shareholders have been exercised and no other securities have been issued.

Further, if ESM is satisfied with its due diligence and acquires AAR, ESM will be required to raise further funds to proceed with Stage 1 Funding and it is likely that such funds will be raised by way of issue of new shares (subject to obtaining all required shareholder approvals), which would further dilute the interests of existing shareholders. If ESM elects to move to Stage 2 Funding it will be required to issue to the Principals new shares equivalent to 20% of ESM’s then existing capital. It will then also be required to fully fund the Definitive Feasibility Study, which may also require ESM to raise further funds by way of issue of new shares, which would further dilute the interests of existing shareholders. Any such issue of new shares will be subject to obtaining all required shareholder approvals. If upon completion of the DFS, ESM elects to acquire the remaining 25% interest in TRL (resulting in it holding 100% of TRL), it will be required to undertake the Stage 3 Funding. The Stage 3 Funding will either require the payment of cash to the Principals, or at the election of ESM, the payment of cash and the issue of new shares. Accordingly, if the Stage 3 Funding is undertaken, it is likely that ESM will be required to issue further new shares to raise funds or

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satisfy payment obligations, which would further dilute the interests of existing shareholders. Any such issue of new shares will be subject to obtaining all required shareholder approvals. The Principals do not currently hold any securities in ESM. There are no immediate changes to the board or senior management of ESM proposed as a result of entering the Option Agreement or upon acquiring AAR. Upon completion of the Stage 2 Funding, the Principals will be entitled to nominate a director to the board of ESM. Additionally, if ESM acquires AAR and proceeds with the Staged Funding, it will continue to assess the board and senior management of ESM so as to ensure that ESM has engaged the most appropriate people to assist in realising its future plans. The Company has applied to the ASX for a determination as to whether shareholder approval is required under Listing Rule 11.1 or whether any other requirements of Listing Rule 11 will apply to the Option Agreement and the Earn-in Agreement. After ASX makes its determination in relation to that application, the Company will make a further announcement regarding that determination. In any event the Company intends to seek shareholder approval for the issue of the Reimbursement Securities and the Consideration Securities. Shareholders will be informed about the progress of the proposed transaction summarised above, as the matter progresses.

Robert Lees Kris Knauer Company Secretary Chairman Office: +61 (0)2 9299 9580 Phone: 0411 885 979 Fax: +61 (0)2 9299 9501 Email: robert@coysec.com.au Competent Person Declaration The information in this Report that relates to the Exploration Results of the Project is based on information compiled by John King who is a Member of the Mining and Metallurgical Society of America (a Recognised Overseas Professional Organisation as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’) and an independent consultant. John King’s services are provided under contract by JRK Consulting, a company in which John King has an interest as a Director. John King has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. John King consents to the inclusion in the report of the matters based on their information in the form and context in which it appears.

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APPENDIX 1 – PROFILE OF DR JOAO BATISTA GUIMARAES TEIXEIRA Dr. João Batista Guimarães Teixeira holds a PhD degree in Geosciences from the Pennsylvania State University (USA), a MSc degree in Economic Geology from the Federal University of Bahia (Brazil), and a BSc degree in Geology from the University of São Paulo, (Brazil). He has worked at different levels viz. geologist, senior geologist, and Project Manager of DOCEGEO, the exploration branch of Companhia Vale do Rio Doce (presently VALE) in Brazil. Directed several projects dealing with geological mapping, drilling and economic evaluation of iron deposits at Serra dos Carajás, State of Pará; exploration for gold, base metals and bauxite deposits in the Amazon region; exploration for gold and base metals in the northeast region of Brazil: exploration for copper deposits in high-grade terrains; exploration for gold and base metals in the Rio Itapicuru greenstone belt, State of Bahia. In 1998 he joined the Metallogeny Group at the Federal University of Bahia, working initially as an invited researcher and later as an associate professor. Dr Batista has published a number of papers in international journals, eg. Mineralium Deposita, Economic Geology, Precambrian Research, Ore Geology Reviews, Chemical Geology, Gondwana Research, and Journal of South American Earth Sciences, all of them related to mineral exploration, geotectonic evolution and metallogenesis. He is a member of APGO, the Association of Professional Geoscientists of Ontario since November 2007.

APPENDIX 2 – REFERENCES Bastos, J.F.S. (1988) Depósitos de Ouro do Rio Madeira, Rondônia in Carlos Schobbenhaus and Carlos Eduardo Silva Coelho (Eds.) Principais Depósitos Minerais do Brasil, Vol. III, Departamento Nacional da Produção Mineral, Brasilia, Brazil, p. 575-58 CPRM (1999) Mapa Geológico de Rondônia, Brazilian Geological Survey, Brasilia, Brazil (CD-ROM). Costa, M.L. (1991) Os mocururus de Rondônia: Considerações mineralógicas e geoquímicas. Anais do III Simpósio de Geologia da Amazônia, Belém, Pará, p. 464-478. Pfeiffer, W.C.; Lacerda, L.D.; Malm, O; Souza, C.M.M.; Silveira, E.G.; Bastos, W.R. (1989) Mercury concentrations in inland waters of gold-mining areas in Rondônia, Brazil. The Science of the Total Environment 87/88, p. 233 -240. Teixeira, J.B.G, (2010). A Model for Giant Paleoplacer Gold Deposits on the SW Border of the Amazonas Basin Teixeira, J.B.G, (2012) Gold Potential of the Paleoplacer Property, Amazonas State, Brazil, 2012

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APPENDIX 3 – TRANSACTION-BASED COMPARISON TABLE

A B C D E

Particulars Before transaction

Increase/Decrease due to transaction

After transaction

Percentage change due to transaction

Method of Calculation

From 30 June 2012 audited

accounts

Actual Increase/Decre

ase due to transaction

B /C C/B

Total Consolidated Assets

2,269,691 1,360,000 167% 60%

Total Equity Interests

2,181,761 1,360,000

160% 62%

Total Securities on Issue

84,039,679 26,666,667 315% 32%

Particulars Before transaction (From latest audited figures)

Projected Increase/Decrease due to transaction

After transaction (B +/- C)

Percentage change due to transaction (C/B)

Annual Profit

824,539

nm nm nm

Annual Revenue

1,849,392

nm nm Nm

Exploration Expenditure (if applicable)

2,000,000 0* N/a N/a

Notes to the table nm - Not meaningful, TRL has limited trading history. * - No exploration expenditure has been included for the acquisition, as this is reflected in the

commitments set out in Note 1 below.

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1. Movement in consolidated total assets

Acquisition of right to acquire up to 100% of the Project payable to AAR shareholders

1,360,000

Total 1,360,000

a. It is assumed that the acquisition of the rights to acquire the Project will comprise the following: i. Issue of shares to AAR with a market value of $400,000 (on the assumption that 6,666,667

new shares will be issued at a deemed price of 6.0 cents per share); and

ii. Issue of a further 20,000,000 shares to AAR, with an expected fair value of $960,000, based on the last traded price of 5.1 cents;

iii. no value for the options to be issued to AAR has been taken into consideration;

iv. no value for the milestones has also been taken into account due to the uncertain nature of the expenditure.

2. Movement in equity interests

Acquisition of right to acquire up to 100% of the Project

1,360,000

Total 1,360,000 3. Movement in securities

Acquisition of right to acquire up to 100% of the Project from AAR. The number of shares is 20 million, plus 6,666,667 shares calculated using $400,000 at the agreed price of 6 cents per share.

26,666,667

Total 26,666,667

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