CopperCo Ltd ACN 004 434 904 CopperCo Queensland Operations Pty Ltd ACN 120 883 285 Lady Annie Pty Ltd ACN 073 222 045 Lady Annie Operations Pty Ltd ACN 076 289 097 Savannah Resources Pty Ltd ACN 096 358 735 Mineral Securities Operations Ltd ACN 091 158 593 Mineral Securities Holdings Pty Ltd ACN 092 525 614 Platmin Holdings Pty Ltd ACN 117 927 965 Kadina Pty Ltd ACN 009 633 096

(All Receivers and Managers Appointed) (All Administrators Appointed)

Report to Creditors

12 June 2009

C O R P O R A T E ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY

Contents

List of Appendices 5

Glossary of terms 6

1 Executive Summary 8 1.1 Context ...... 8 1.2 CopperCo‟s Business ...... 8 1.3 Reasons for failure ...... 8 1.4 Results of investigations ...... 9 1.4.1 CopperCo Companies ...... 9 1.4.2 MinSec Companies ...... 9 1.5 Options available to creditors ...... 9 1.6 Recommendations and returns ...... 9 1.6.1 CopperCo Companies ...... 9 1.6.2 MinSec Companies ...... 10 1.7 Creditors‟ meetings ...... 10

2 Introduction 11 2.1 Appointment of Administrators ...... 11 2.2 Appointment of Receivers and Managers ...... 11 2.3 Object of Administration ...... 11 2.4 Purpose of report ...... 12 2.5 Extension of convening periods ...... 12 2.6 Nature of forecasts and estimates ...... 13

3 Background 14 3.1 History ...... 14 3.2 Structure of the CopperCo Group ...... 16 3.3 Statutory and company specific information ...... 16 3.4 Books and records ...... 16 3.5 Financial information ...... 17 3.6 Administrators‟ prior involvement ...... 17

4 Financial Statements 18 4.1 Context ...... 18 4.2 Statements of financial performance ...... 18 4.2.1 CopperCo Companies ...... 18 4.2.2 MinSec Companies ...... 19 4.3 Statements of financial position ...... 20 4.3.1 CopperCo Companies ...... 20 4.3.2 MinSec Companies ...... 22 4.4 Statements of cash flow ...... 24 4.4.1 CopperCo Companies ...... 24 4.4.2 MinSec Companies ...... 25 4.4.3 Administrators‟ Conclusion...... 25

5 Report as to Affairs 26

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5.1 Summary ...... 26

5.2 Consolidated RATA ...... 26 5.2.1 CopperCo Companies ...... 26 5.2.2 MinSec Companies ...... 28 5.3 Explanation for difficulties ...... 29 5.3.1 Administrators‟ comments ...... 30 5.4 Outstanding winding up applications ...... 30 5.5 Related entities ...... 30 5.5.1 CopperCo Companies ...... 30 5.5.2 MinSec Companies ...... 31

6 Offences, insolvent trading and voidable transactions 32 6.1 Overview ...... 32 6.1.1 Administrators‟ obligations ...... 32 6.1.2 Focus of work ...... 32 6.1.3 Offences ...... 32 6.1.4 Insolvent trading ...... 32 6.1.5 Voidable transactions ...... 33 6.1.6 Recovery from company officers ...... 34 6.2 CopperCo Companies‟ findings ...... 34 6.2.1 Offences ...... 34 6.2.2 Insolvent trading ...... 34 6.2.3 Voidable transactions ...... 37 6.2.4 Recovery from company officers ...... 38 6.2.5 Funding to pursue insolvent trading, voidable transactions or company officers ..38 6.3 MinSec Companies‟ findings ...... 38 6.3.1 Offences ...... 38 6.3.2 Insolvent trading ...... 38 6.3.3 Voidable transactions ...... 39 6.3.4 Recovery from company officers ...... 39

7 Progress of Receivership 40 7.1 Background ...... 40 7.2 Sale of assets ...... 40 7.2.1 CopperCo Companies ...... 40 7.2.2 MinSec Companies ...... 40 7.2.3 Administrators‟ comments on the sale process ...... 41 7.3 Remaining assets ...... 41 7.3.1 Insurance claim relating to the flooding of the Lady Annie mine ...... 41 7.3.2 Debt owed to CopperCo by Brian Rear, former Managing Director ...... 41

8 Proposed DOCA for the MinSec Companies 42 8.1 Key Terms of DOCA ...... 42 8.2 Creditors‟ Trust ...... 43 8.2.1 What is a “Creditors‟ Trust”? ...... 43 8.2.2 Reasons for a Creditors‟ Trust ...... 43 8.2.3 Sequence of events ...... 43 8.2.4 Estimated return to creditors ...... 44 8.2.5 Trustee particulars ...... 45 8.2.6 Remuneration of the Trustee ...... 45 8.2.7 Indemnity insurance ...... 45 8.2.8 The Trustees powers ...... 45 8.2.9 Claims ...... 46

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8.2.10 Rights of beneficiaries ...... 46 8.2.11 GEERS ...... 46 8.2.12 Compliance Opinion ...... 46 8.2.13 Solvency Statement ...... 46 8.2.14 Tax Implications (Company and Trust) ...... 47 8.2.15 Tax Implications (Creditor/Beneficiary) ...... 47 8.3 Returns to creditors under DOCA ...... 47 8.4 Recommendation ...... 47

9 Alternative courses of action 48 9.1 CopperCo Companies ...... 48 9.1.1 Deed of Company Arrangement ...... 48 9.1.2 Administration to end ...... 48 9.1.3 The companies to be wound up ...... 48 9.2 MinSec Companies ...... 48 9.2.1 Deed of Company Arrangement ...... 48 9.2.2 Administration to end ...... 49 9.2.3 The companies to be wound up ...... 49

10 Recommendations 50 10.1 CopperCo Companies ...... 50 10.2 MinSec Companies ...... 50

11 Administrators’ remuneration 51 11.1 Approval sought for work completed ...... 51 11.2 Remuneration previously approved ...... 52 11.3 Disbursements ...... 52 11.4 Future fees ...... 52 11.4.1 CopperCo and LAO ...... 52 11.4.2 CQO, Lady Annie and Platmin Holdings ...... 52 11.4.3 MinSec Companies ...... 52 11.5 Creditor Information Sheet ...... 53

12 Summary Receipts and Payments 54

13 Committee of creditors/inspection 55

14 Creditor meeting details 56

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List of Appendices Appendix 1 Structure of Merged Group Appendix 2 Summaries of entities within the CopperCo Administration Group including:  Background and statutory information  Financial performance  Report as to affairs Appendix 3 Intercompany loans Appendix 4 Proposed DOCA Appendix 5 Proposed Creditors‟ Trust Deed Appendix 6 Remuneration schedules for each entity within the CopperCo Administration Group Appendix 7 Graphs referred to in this Report

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Glossary of terms ABN Australian Business Number ACN Australian Company Number The Act Corporations Act 2001 Administrators Shaun Fraser, Simon Read and James Thackray of McGrathNicol ASIC Australian Securities and Investment Commission ASX Australian Securities Exchange ATO Australian Taxation Office AUD Australian Dollar CAD Canadian Dollar Cape Lambert Cape Lambert Iron Ore Limited COI Committee of Inspection CopperCo CopperCo Limited CopperCo Administration Group CopperCo Companies and MinSec Companies (all of which are in Administration) CopperCo Companies CopperCo, CQO, Savannah, LAO and Lady Annie CopperCo Group CopperCo and all of its subsidiaries, including companies not in Administration (excluding the MinSec Group) CopperCo Information Memorandum The Information Memorandum prepared by the Receivers and Managers for the sale of the CopperCo Companies‟ assets CQO CopperCo Queensland Operations Pty Ltd DCF Deloitte Corporate Finance DOCA Deed of Company Arrangement EPO Environmental Protection Order FY20XX Financial year ending 30 June 20XX Glencore Glencore International AG Guide ASIC‟s guide titled “External administration: Deeds of company arrangement involving a creditors‟ trust” IPA Insolvency Practitioners‟ Association of Australia Kadina Kadina Pty. Ltd Lady Annie Lady Annie Pty Ltd LAO Lady Annie Operations Pty Ltd Macquarie Macquarie Bank Ltd Merged Group The CopperCo Group and the MinSec Group post completion of the merger MinSec Mineral Securities Limited MinSec Companies MinSec Ops, Platmin Holdings, MinSec Holdings and Kadina

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MinSec Debt First ranking debt facility of $45 million owed by the MinSec Companies to Macquarie MinSec Group MinSec and all of its subsidiaries, including companies not in Administration MinSec Holdings Mineral Security Holdings Pty Ltd MinSec Information Memorandum The Information Memorandum prepared by the Receivers and Managers for the MinSec Companies‟ assets MinSec Ops Mineral Securities Operations Limited Original Receivers Darren Weaver, Andrew Saker and Peter Geroff of Ferrier Hodgson Platmin Platmin Limited Platmin Holdings Platmin Holdings Pty Ltd Prospectus Prospectus dated 30 June 2008 under which CopperCo offers to acquire all of the shares of MinSec RATA Report as to Affairs Receivers and Managers Gary Doran and David Lombe of Deloitte Touche Tohmatsu Savannah Savannah Resources Pty Ltd Secured Debt The MinSec Debt, the Senior Debt and the Subordinated Debt Senior Debt First ranking debt facility of $70 million owed by the CopperCo Administration Group to Macquarie Subordinated Debt Second ranking mezzanine debt facility of $20 million owed by the CopperCo Administration Group to Macquarie as security trustee for Macquarie, LinQ Capital Ltd and Glencore USD United States Dollar

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1 Executive Summary 1.1 Context This Report to Creditors deals with CopperCo along with 8 subsidiaries in Administration. It is more effective to prepare one consolidated report rather than separate reports. Accordingly, some sections of the report consolidate the financial and other information. We have provided the financial material for the individual entities in administration in the appendices. The purpose of this report is to inform creditors about the CopperCo Companies and the MinSec Companies‟ business, property, affairs and financial circumstances in preparation for the second meeting of creditors, and to provide with our opinion as to the course action which should be adopted. 1.2 CopperCo’s Business CopperCo‟s principal activity since 2004 has been the exploration, evaluation, development and production of mineral deposits. CopperCo‟s key asset is the Lady Annie Project located in Queensland. This project commenced production in September 2007 from one of the five ore bodies that form part of the project with the Lady Annie ore body itself coming on stream shortly prior to the appointment of the Administrators and the Original Receivers. In January 2008, CopperCo announced a merger with MinSec. The MinSec Group had been formed as a result of a series of mergers during 2006 and 2007. The offer was successfully closed on 2 September 2008. One of the conditions to the takeover proposal was that CopperCo guaranteed the repayment of the MinSec Debt. Subsequent to 30 June 2008, the CopperCo Group‟s cash flows were significantly less than expected. The deterioration in global capital markets also impacted adversely on CopperCo‟s ability to refinance the debt owed to Macquarie by MinSec. The Directors were actively seeking debt and equity proposals from August 2008. The termination of refinancing and capital raising proposal in late November 2008, led to the appointment of the Administrators and the Original Receivers. 1.3 Reasons for failure Based on our investigations into the CopperCo Administration Group‟s business, financial affairs and assets, there were a number of contributing factors that lead to the Group‟s failure:  CopperCo had a very weak working capital position which deteriorated further as a result of the merger with the MinSec Group.  Unhedged copper sales were at prices significantly below amounts budgeted. In addition, CopperCo had a growing liability to Glencore under its off-take agreement with Glencore as a result of declining copper prices.  The sales volumes and grades being achieved from the mine were significantly below budget, exacerbating the cash flow issues facing the Merged Group.  CopperCo had capital expenditure commitments which were being funded from cash reserves and operating cash flow, placing further strain on CopperCo‟s tight working capital position.  The merger with the MinSec Group did not create any operational cash flow and significantly increased the refinancing risk already facing the CopperCo Group. The MinSec Debt was due for repayment on 31 December 2008. The substantial decline in the share price of Platmin (a key asset of the MinSec Group) impacted the ability to refinance this debt, it what were already difficult market circumstances.

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1.4 Results of investigations 1.4.1 CopperCo Companies The Administrators have undertaken an investigation into the affairs of the CopperCo Companies. The key outcomes of our investigation include:  It is likely that LAO and CopperCo were insolvent at some point during September or October 2008 when estimated future cash flows from operations would not have been sufficient to meet either company‟s creditors whose debts were due for payment. Further analysis will need to be conducted to determine the exact date of insolvency.  A number of payments made by LAO may constitute unfair preferences. As these investigations are ongoing, it is not possible to be definitive about the quantum of any claim until the investigations are concluded.  To date, we have not uncovered any offences committed by directors. However, further investigations should be conducted by the ASX into the trading of CopperCo‟s shares in the days immediately before the trading halt that preceded the appointment of the Administrators as the volume traded was substantially greater than normal. 1.4.2 MinSec Companies The Administrators have undertaken an investigation into the affairs of the MinSec Companies. The key outcomes of our investigations include:  The MinSec Companies did not actively trade. Their liquidity crisis stemmed from the looming obligation to repay the MinSec Debt in December 2008. The MinSec Companies may not have been insolvent at the date of our appointment, but with the failure of directors to finalise refinancing or capital raising negotiations, the MinSec Companies were likely to become insolvent when the MinSec Debt expired.  We have not identified any potential voidable transactions that a liquidator can pursue.  We do not believe any offences have been committed in the MinSec Companies. 1.5 Options available to creditors At the meeting to be held on 24 June 2009, the creditors of each of the nine entities will be able to consider the options available for each entity, which include:  to end the administration and return the company to the control of the Directors; or  to pass a resolution to wind the company up; or  to resolve that the company should execute a Deed of Company Arrangement. In addition, creditors are entitled to adjourn the meeting for up to 45 business days. 1.6 Recommendations and returns 1.6.1 CopperCo Companies As there is no proposed DOCA for the CopperCo Companies and each of the five companies are insolvent, we recommend that the CopperCo Companies be wound up. Until the full extent of the Receivership liabilities has been determined, any claim against the escrow funds from the Asset Sale Agreement relating to environmental cleanup costs has been made by the purchaser of the LAO assets, and the Receivership has been completed, it is not possible to determine the extent, if any, of surplus funds available to each of the CopperCo Companies. Therefore, it is not possible to provide creditors any estimate of expected returns for any of the CopperCo Companies.

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1.6.2 MinSec Companies

We recommend that creditors resolve to execute the DOCA in the terms proposed in section 8.1 of this report. Our recommendation is based on the following:  the return to creditors is likely to be higher and more certain than is likely in a winding up;  the current proposal represents the best offer presented to the administration and it is unlikely that a better offer could be obtained; and  accepting this proposal provides certainty of a return in a relatively short time compared to the often protracted nature of liquidations. Based on the information available to the Administrators and the Receivers and Managers, the proposed DOCA will likely result in external unsecured creditors being repaid in full, subject to further claims from creditors, particularly the landlord of MinSec Ops‟ head office whose claim is not quantifiable at this stage. 1.7 Creditors’ meetings The second statutory meeting of creditors has been convened to be held on 24 June 2009. Please see the enclosed Notice of Meeting (Form 532) for details of the venues and times.

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2 Introduction 2.1 Appointment of Administrators Shaun Fraser, Simon Read and James Thackray were appointed joint and several Voluntary Administrators of CopperCo Limited, CopperCo Queensland Operations Pty Ltd, Lady Annie Pty Ltd, Lady Annie Operations Pty Ltd and Savannah Resources Pty Ltd (Receivers and Managers Appointed) (Administrators Appointed) on 26 November 2008. On 27 November 2008, Shaun Fraser, Simon Read and James Thackray were appointed joint and several Voluntary Administrators of Mineral Securities Operations Limited, Mineral Securities Holdings Pty Ltd, Platmin Holdings Pty Ltd and Kadina Pty Ltd (Receivers and Managers Appointed) (Administrators Appointed). 2.2 Appointment of Receivers and Managers Darren Weaver, Andrew Saker and Peter Geroff of Ferrier Hodgson were appointed as Receivers and Managers of the CopperCo Companies on 26 November 2008 and the MinSec Companies on 27 November 2008 by Macquarie Bank Limited, subsequent to the appointment of the Voluntary Administrators. On 6 February 2009, Dempsey Resources Pty Ltd, a wholly owned subsidiary of Cape Lambert Iron Ore Limited, acquired the Secured Debt from Macquarie. Cape Lambert replaced the Original Receivers with Gary Doran and David Lombe of Deloitte Touche Tohmatsu as a condition of this transaction. 2.3 Object of Administration The object of the voluntary administration is to provide for the businesses, property and affairs of the entities to be administered in a way that:  maximises the chances of the entities, or as much as possible of their businesses, continuing in existence; or  results in a better return for the companies‟ creditors and members than would result from an immediate winding up of the companies. In voluntary administration, administrators are empowered by the Corporations Act 2001, to assume control of insolvent companies (or those likely to become insolvent), superseding the power of the directors and officers, to manage the company‟s affairs and deal with their assets in the interest of creditors and members. The intention of voluntary administration is to maximise the prospects of insolvent companies continuing in existence, or if that is not possible, to achieve better returns to creditors and members than would be achieved in liquidation. During a voluntary administration there is a moratorium over most pre-administration creditor claims, and administrators are required to investigate the company‟s affairs and report to the creditors. In this case, the outcome of the voluntary administration has been impacted by the appointment of receivers and managers by a secured creditor. The Receivers and Managers are in control of the assets of the CopperCo Group and are taking steps to realise those assets to repay the Secured Debt.

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2.4 Purpose of report This is the report that we are required to provide under section 439A of the Act in respect of the CopperCo Administration Group. The purpose of this report is to inform creditors about the CopperCo Companies and the MinSec Companies‟ business, property, affairs and financial circumstances in preparation for the second meeting of creditors, and to provide creditors with our opinion as to the course of action which should be adopted. Pursuant to section 439A of the Act, the Administrators must convene meetings of the CopperCo Companies and the MinSec Companies and provide: + A report about the business, property, affairs and financial circumstances of the CopperCo Companies and the MinSec Companies. + A statement for the CopperCo Companies and MinSec Companies setting out the Administrators‟ opinion, supported by their reason, about each of the following matters; - Whether it would be in the creditors‟ interest for the administrations to end; - Whether it would in the creditors‟ interest for the CopperCo Companies and the MinSec Companies to execute Deeds of Company Arrangement; - If a DOCA is proposed in respect of the CopperCo Companies and the MinSec Companies, a statement setting out details of the proposed DOCA; and - Whether it would be in the creditors‟ interests for the CopperCo Companies and the MinSec Companies to be wound up. The creditors of the CopperCo Companies and the MinSec Companies may vote at the second meetings of creditors on the options outlined above concerning the future of the CopperCo Companies and the MinSec Companies, or may vote to adjourn the meeting for up to 45 business days. Sections 3 to 6 of this report set out information about the business, property, affairs and financial circumstances of the CopperCo Administration Group and, where appropriate, each entity in the CopperCo Administration Group. Relevant information concerning each entity in the CopperCo Administration Group is also contained in Appendix 2 of this report. The Administrators‟ opinion concerning the options available to creditors in relation to each entity in the CopperCo Administration Group is set out in section 9 of this report. Throughout this report, we reference different sets of entities within the Merged Group. This has been for convenience as the options available for creditors within those groupings are similar. This has also been necessary as historical financial information for the wider CopperCo Group includes entities that have not been subject to either receivership or administration and it would not be cost effective to isolate the information pertaining to those entities and exclude it. The Glossary of Terms defines references used throughout this report. There are no deeds of cross guarantee in place for the Merged Group. Creditors will only be entitled to vote in relation to, and recover against, legal entities against which they have a provable claim. All dollar amounts in this report are in Australian dollars unless otherwise indicated. 2.5 Extension of convening periods The first meetings of creditors were held on 8 December 2008. The second meetings of creditors to determine the future of the companies is normally held within four weeks of the appointment of the Administrators. We obtained Supreme Court Orders extending the period for convening the second meetings of creditors to 24 June 2009. The applications were made on the basis that additional time was required to allow the Receivers and Managers to progress the sale process and for us to conduct investigations into the companies‟ affairs and financial circumstances to a stage

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where we would be in a position to express an informed opinion on the options available to creditors. As set out in section 14 of this report, the second creditors‟ meetings will be held on 24 June 2009. 2.6 Nature of forecasts and estimates In considering the options available to creditors and in formulating our recommendation, we have necessarily made forecasts of asset realisations and have been required to make estimates of the ultimate quantum of creditors claims for each CopperCo Administration Group entity. These forecasts and estimates will change as asset realisations progress and as creditor claims are made and then adjudicated upon. Whilst the forecasts and estimates represent our best assessment in the circumstances, creditors should note that the ultimate deficiency in each CopperCo Administration Group entity, and therefore the outcome for creditors, could differ from the estimates provided in this report.

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3 Background 3.1 History Buka Minerals Limited (now Buka Minerals Pty Ltd), a wholly owned subsidiary of CopperCo, purchased the Lady Annie and Lady Loretta deposits in 1996 and commissioned a pre- feasibility study into the development of a standalone cathode operation at Lady Annie. In June 2004, CopperCo (then named Avon Resources Limited) entered into a four-way transaction by which it acquired 100% of the Lady Annie Project. CopperCo‟s principal activity since 2004 has been the exploration, evaluation, development and production of mineral deposits. CopperCo‟s key asset is the Lady Annie Project located in Queensland. This project commenced production in September 2007 from one of the five ore bodies that form part of the project with the Lady Annie ore body itself coming on stream shortly prior to the appointment of the Administrators and the Original Receivers. The accounts of CopperCo as at 30 June 2008 indicate that the project had incurred costs totalling $163.1 million, including $120 million of plant and equipment and $42.4 million of capitalised development expenditure. These costs were funded by a mixture of debt and equity. The debt as at 30 June 2008 totalled $90 million, comprising:  an initial senior debt facility of $55 million from Macquarie;  a subordinated facility of $20 million from Macquarie, LinQ Capital Ltd and Glencore International AG; and  a secondary senior debt facility of $15 million from Macquarie. In January 2008, CopperCo announced a merger with MinSec which consisted of a share offer to MinSec‟s shareholders of 2.2 CopperCo shares for each MinSec share. The MinSec Group had been formed as a result of a series of mergers during 2006 and 2007, at the conclusion of which they owned 19.85% of the share capital of CopperCo. The merger proposal was contained in a detailed prospectus lodged by CopperCo with the ASX on 30 June 2008. Creditors who wish to obtain more detail on the merger proposal can obtain a copy of the Prospectus from the ASX website. One of the conditions to the takeover proposal was that CopperCo guaranteed the repayment of the MinSec Debt. The offer was successfully closed on 2 September 2008. The Prospectus disclosed that CopperCo had limited working capital, that the MinSec Debt owed to Macquarie was due for repayment in December 2008 and that without additional funding, CopperCo would run out of funds in December 2008. At this time, the major assets of the MinSec Group were equity accounted interests in various listed and unlisted entities including a 19.85% interest in CopperCo and a 17.5% interest in Platmin, a Toronto listed company involved in the development of projects targeting platinum and other precious metals in South Africa. Subsequent to 30 June 2008, the CopperCo Group‟s cash flows were significantly less than expected due to a combination of:  the collapsing global copper prices;  actual copper production volumes being 30% below forecast; and  a committed capital expenditure program funded via operating cash flow. The deterioration in global capital markets also impacted adversely on CopperCo‟s ability to refinance, raise new capital or realise assets of sufficient value to repay the MinSec Debt. The directors have advised the Administrators that during the period August 2008 to late November 2008, they worked through a number of equity and debt restructure proposals with the intention of repaying the MinSec Debt and raising sufficient working capital to meet creditor claims of companies in the CopperCo Administration Group.

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In mid-November 2008, one of these proposals had reached near final documentation and execution form when the directors were advised by the proponent that the transaction could not be completed. This advice caused the directors to seek the appointment of the Administrators.

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3.2 Structure of the CopperCo Group The following chart provides an outline of the CopperCo Administration Group corporate structure.

CopperCo Limited

CopperCo Queensland Operations Companies under Pty Ltd Mineral Securities Administration Ltd and Receivership Savannah Lady Annie Lady Annie Resources Operations Pty Pty Ltd Pty Ltd Ltd MinSec Investments (BVI) Ltd Mineral Securities Mineral Securities Investments (Australia) (UK) Ltd Pty Ltd

Mineral Securities Danae Resources Operations Ltd Buka Minerals Pty Ltd Platmin Holdings Pty Ltd Pty Ltd

Tianshan Mineral Securities Goldfields Holdings Kadina Ltd Pty Ltd Pty Ltd

The full Merged Group structure is included as Appendix 1. 3.3 Statutory and company specific information Statutory information for each of the entities in the CopperCo Administration Group is included as Appendix 2 of the Report. The following information is provided for each entity:  Company name;  Australian Company Number and Australian Business Number;  Former company names;  Current directors and officers;  Shareholders;  Principal place of business;  Registered office; and  Registered charges. 3.4 Books and records We are required to provide an opinion as to whether the CopperCo Administration Group‟s books and records were maintained in accordance with section 286 of the Act. The Act requires that a company maintain financial records that: + correctly record and explain its transactions and financial position and performance; and + would enable true and fair financial statements to be prepared and audited. The Act applies a presumption of insolvency where a company fails to maintain books and records in accordance with section 286. This presumption can be relied upon by a liquidator in an application for compensation for insolvent trading and other actions for recoveries pursuant to the Act from the directors and related parties.

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On our preliminary review, it appears that books and records were adequately maintained and that transactions have been recorded properly. 3.5 Financial information Appendix 2 also includes the following information for each of the CopperCo Administration Group entities:  Historical financial performance including summaries of recent trading performance and financial position; and  Summaries of the RATAs which set out the Directors‟ views of the CopperCo Administration Group‟s assets and liabilities at the commencement of the Administration. Where applicable, our estimates of the realisable value of assets and liabilities are also provided in Appendix 2. This information is provided in a consolidated form at Sections 4 and 5 of this Report. 3.6 Administrators’ prior involvement In accordance with Section 436DA of the Act and the Insolvency Practitioners‟ Association of Australia Code of Professional Practice, a Declaration of Independence, Relevant Relationships and Indemnities was enclosed with our first communication to creditors. This declaration disclosed information regarding our independence, any prior personal or professional relationships with the company or related parties and any indemnities received in relation to this appointment. Since making that declaration, the following matters have arisen which we consider appropriate to disclose to creditors:  In the course of our discussions with the Receivers and Managers in relation to the likely outcome of the Receivership and in view of the Administrators having no funds available to pay for the costs of the Administration, the Receivers have agreed to the following funding arrangements for the Administration: - In circumstances where a DOCA or DOCA‟s for the MinSec Companies are not approved by creditors, the Receiver will fund Administrators‟ fees and costs to $75,000 (exclusive of GST). - The Receivers and Managers have agreed to provide limited funding of $25,000 (exclusive of GST) towards the costs of the Administration of the CopperCo Companies.  These arrangements are only conditional upon the second meetings of creditors being held by 24 June 2009. We do not consider these arrangements create any impediment to the independence of the Administrators.

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4 Financial Statements 4.1 Context Financial information for each CopperCo Administration Group entity is included as Appendix 2, which includes statements of financial performance and financial position, a summary of the Directors‟ RATA and certain statutory information for each entity. For the purposes of this Report, we have presented separately the consolidated accounts for the CopperCo Group and MinSec Group. Consolidated accounts for the merged CopperCo Group are not available. The historical results for the CopperCo Group for the years ended 30 June 2006, 30 June 2007 and 30 June 2008 have been sourced from CopperCo‟s annual reports. The unaudited results for the four month period to 31 October 2008 have been taken from unaudited management accounts contained in board reporting packages. The historical results for the MinSec Group prior to the merger for the 15 month period ended 30 September 2006, the year ended 30 September 2007 and the six month period ended 31 March 2008 have been sourced from the Prospectus. These results include entities not under administration or receivership. 4.2 Statements of financial performance 4.2.1 CopperCo Companies The historical profit and loss for the CopperCo Group has been summarised as follows:

CopperCo Group - Statement of Financial Performance Unaudited 4 months to 30/6/2006 30/6/2007 30/6/2008 31/10/2008 $'000 $'000 $'000 $'000 Revenue 353 16 81,789 30,775 Cost of goods sold - - (39,826) (26,822) Gross profit 353 16 41,963 3,953

Other income - 1,961 562

Expenses Selling and marketing expenses - (2,250) Finance costs (1,945) (6,782) (16,343) Administration expenses (4,030) (9,767) (7,636) Other expenses (2,262) (62,450) (4,775) (7,677) Profit/(loss) before income tax (7,884) (77,022) 11,521 (3,724)

Source: Annual reports and Draft Management Reports

The unaudited figues for the period ending 31/10/2008 includes Revenue of $30.4 million and expenses of $34.5 million from LAO and a profit beofre tax of $0.37 million from the CopperCo head office. Key points:  Revenue and expenses largely represent the Lady Annie mining operations. Those operations were conducted by LAO and therefore, most trade creditor claims are against LAO. Some exploration activity was conducted by Lady Annie and Savannah.  Profit before income tax increased from a loss of $77.0 million for FY2007 to a profit of $11.5 million in FY2008. This was primarily due to the Lady Annie mine becoming operational and a general increase in production.  The majority of the “Other expenses” in FY2007 consists of development expenditure totalling $52.9 million.

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 The performance of the Lady Annie project was significantly below budget.

 Actual sales volumes for the four month period ended 31 October 2008 were 27% below budget and were the main driver of operational underperformance. Total ore mined was 13.4% below budget and volumes crushed and stacked were 17.8% below budget.  Management reports for the four month period ended 31 October 2008, indicate the adverse variances to budget reflect: - delays in commencing mining at the Lady Annie ore body as the mining lease had not been granted; - unplanned downtime associated with mechanical difficulties with loader; and - reduced crusher availability due to equipment problems.  As part of the project financing, CopperCo had hedged its exposure to copper price fluctuations by taking out forward sales of: - 34,000 tonnes at $7,054 per tonne through to July 2010 at an approximate rate of 1,100 tonnes per month; and - an additional 450 tonnes per month at $7,940 per tonne from April 2009 to July 2010.  The collapse of the copper price meant that the revenues from sales volumes over the tonnage covered by forward sales were significantly less than expected. 4.2.2 MinSec Companies The historical profit and loss for the MinSec Group prior to the merger as set out in the Prospectus is summarised below:

MinSec Group - Statement of Financial Performance 15 months Six months ended Year ended ended 30/9/2006 30/9/2007 31/3/2008 USD'000 USD'000 USD'000 Revenue 8,635 5,561 3,479 Cost of goods sold (7,564) (5,902) (2,147) Gross profit 1,071 (341) 1,332

Other income 1,345 1,923 639

Administrative expenses (5,658) (7,540) (4,751) Finance costs (45) (1,640) (1,534) Other expenses (16,346) 83,732 (5,670) Profit/(loss) before income tax (19,633) 76,134 (9,984)

Less: Exceptional items (20,523) 84,947 Profit/(loss) before income tax excluding exceptional items 890 (8,813) (9,984)

Source: Prospectus Key points:  All amounts are shown in United States dollars and include the entire MinSec Group, not just entities in Administration.  The MinSec Group generated little revenue, consistent with its strategy of acting as an incubator of projects which were intended to be subsequently sold.  Other expenses for FY2007 includes an exceptional item of USD79.8 million which was negative goodwill that arose from the merger when the MinSec Group was created in July 2007.

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4.3 Statements of financial position 4.3.1 CopperCo Companies The historical balance sheet for the CopperCo Group is summarised below:

CopperCo Group - Statement of Financial Position Unaudited 30/06/2006 30/06/2007 30/06/2008 31/10/2008 (1) $'000 $'000 $'000 $'000 Current assets 41,496 11,454 47,814 39,317 Current liabilities (13,939) (26,522) (92,590) (99,127) Net working capital 27,557 (15,068) (44,776) (59,810)

Non-current assets 53,393 126,403 215,491 384,755 Non-current liabilities (3,651) (60,466) (91,180) (80,094) Net Assets 77,299 50,869 79,535 244,851

Source: Annual reports and Draft Management Reports (1) The Merged Group Key points:  Trading assets and liabilities (such as trade receivables, inventory and mining trade creditors) all sat with LAO. CopperCo‟s assets and liabilities comprised investments in subsidiaries and head office liabilities.  The acquisition of the MinSec Group is reflected in the unaudited accounts as at 31 October 2008 as the transaction was completed in September 2008.  The consolidated net asset position for the CopperCo Group as at 30 June 2006, 30 June 2007 and 30 June 2008 were surpluses of $77.3 million, $50.9 million and $79.5 million, respectively.  The CopperCo Group appears to have operated with a working capital deficiency as at 30 June 2007 of $15.1 million which had grown to $44.8 million as at 30 June 2008. The change between FY2007 and FY2008 reflects the reclassification of $30.5 million of the Senior Debt from non-current to current debt.  The CopperCo Group‟s deteriorating financial position was highlighted in the annual accounts for FY2008 and in the Prospectus.  The accounts for FY2007 and FY2008 reflect a capital structure comprising assets funded by short term debt. This factor exposed the CopperCo Group to higher level of financing risk.  The accounts show the material weakening of the Merged Group‟s working capital position due to the short term repayment obligations for the MinSec Debt.  Current assets comprise:

CopperCo Group Unaudited 30/6/2006 30/6/2007 30/6/2008 31/10/2008 $'000 $'000 $'000 $'000 Current Assets Cash and cash equivalents 40,905 8,657 15,681 1,368 Trade and other receivables 591 2,655 10,625 10,729 Inventories - - 21,508 27,220 Derivatives - 142 - - Total Current Assets 41,496 11,454 47,814 39,317  These assets were largely held in LAO

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 Current liabilities comprise:

CopperCo Group Unaudited 30/6/2006 30/6/2007 30/6/2008 31/10/2008 $'000 $'000 $'000 $'000 Current Liabilities Trade and other payables 5,982 22,134 32,541 42,706 Provisions 1,071 303 1,175 1,237 Interest bearing liabilities 6,886 3,512 34,136 43,535 Derivatives - 573 24,738 11,649 Total Current Liabilities 13,939 26,522 92,590 99,127  The majority of these liabilities are owed by LAO.  The CopperCo Group used derivative financial instruments in order to hedge exposures to fluctuations associated with movements in copper prices and foreign currency risk. The derivatives liability changed to an asset subsequent to 31 October 2008.  The Copper Group‟s cash balance eroded materially during the four months to 31 October 2008. This was as a result of the poor operating performance and utilisation of operating cash flow to fund committed capital expenditure.  The increase in interest bearing liabilities at 30 June 2008 reflects a portion of the Senior Debt of $34.5 million being due for repayment by 30 June 2009.  Non-current assets comprise:

CopperCo Group Unaudited 30/6/2006 30/6/2007 30/6/2008 31/10/2008 $'000 $'000 $'000 $'000 Non Current Assets Trade and other receivables 289 755 738 738 Deferred tax assets 3,452 30,975 32,147 36,710 Plant and equipment 7,412 47,325 114,608 132,633 Exploration expenditure 33,983 14,992 23,351 26,201 Development expenditure 2,129 24,943 37,619 37,250 Available for sale investments 6,128 7,413 3,608 1,156 Other assets - - 3,420 150,067 Total Non Current Assets 53,393 126,403 215,491 384,755  The major increase in assets after FY2008 reflects the acquisition of the MinSec Group.  The increase in plant and equipment was funded from operating cash flow.  Non-current liabilities comprise:

CopperCo Group Unaudited 30/6/2006 30/6/2007 30/6/2008 31/10/2008 $'000 $'000 $'000 $'000 Non Current Liabilities Interest bearing liabilities 3,500 33,911 52,034 42,209 Provisions 151 5,808 8,374 12,937 Derivatives - 20,747 30,772 24,948 Total Non Current Liabilities 3,651 60,466 91,180 80,094  The interest bearing liabilities as at 30 June 2008 represent: - the balance of the Senior Debt ($20.5 million) repayable no later than 30 November 2009; - the Subordinated Debt ($20 million) repayable by 30 June 2010; and

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- a secondary debt facility ($15 million), that formed part of the Senior Debt, repayable no later than 28 February 2010 taken out to pay for cost over-runs on the Lady Annie project.  Subsequent to FY2008, $10 million of Senior Debt was reclassified as a current liability because the debt became payable within one year. 4.3.2 MinSec Companies The historical balance sheets for the MinSec Group (pre merger) are summarised below:

MinSec Group - Statement of Financial Position Unaudited 30/9/2006 30/9/2007 31/03/2008 USD'000 USD'000 USD'000 Current assets 48,198 45,097 23,131 Current liabilities (4,013) (26,827) (46,474) Net working capital 44,185 18,270 (23,343)

Non-current assets 49,231 303,077 322,147 Non-current liabilities (1,308) (18,329) (13,686) Net Assets 92,108 303,018 285,118

Source: Prospectus Key points:  The consolidated net asset positions for the MinSec Group as at 30 September 2006, 30 September 2007 and 31 March 2008 were surpluses of USD92.1 million, USD303 million and USD285.1 million, respectively.  Current assets comprise:

MinSec Group 30/9/2006 30/9/2007 31/03/2008 USD'000 USD'000 USD'000 Current Assets Inventories 554 261 137 Trade and other receivables 3,380 5,613 8,047 Derivative financial instruments - 5,719 3,246 Cash and short term deposits 44,264 33,504 11,701 Total Current Assets 48,198 45,097 23,131  The major current asset item as at 31 March 2008 was cash and short term deposits of USD11.7 million.  Current liabilities comprise:

MinSec Group 30/9/2006 30/9/2007 31/03/2008 USD'000 USD'000 USD'000 Current Liabilities Trade and other payables 2,849 6,626 4,705 Financial liabilities 192 19,804 41,268 Tax 443 86 131 Provisions 529 311 370 Total Current Liabilities 4,013 26,827 46,474  The major current liability as at 31 March 2008 was the MinSec Debt which was due to expire on 30 April 2008. This facility was initially extended to 4 June 2008 and subsequently to 31 December 2008.

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 Non-current assets comprise:

MinSec Group 30/9/2006 30/9/2007 31/03/2008 USD'000 USD'000 USD'000 Non Current Assets Exploration, evaluation & development expenditure 31,033 32,833 33,870 Property, Plant & Equipment 2,045 1,870 2,437 Interests in associates - 105,602 129,296 Financial assets available for sale 15,710 161,978 156,544 Receivables - - - Deferred tax asset 443 794 - Total Non Current Assets 49,231 303,077 322,147  The company equity accounted for its interests in associates. The balance as at 31 March 2008 represented the MinSec Group‟s share of the net assets of: - CopperCo (USD78.8 million); - Tianshan Gold fields (USD31.8 million); - Minsands (USD7.2 million); - Herencia Resources (USD9.1 million); and - NiPlats (USD2.5 million).  The merger with CopperCo required the disposal of the MinSec Group‟s CopperCo shareholding within 12 months of completion by way of cancellation, buy back or a rights issue or placement. This disposal did not occur before the Administrators‟ appointment.  Financial assets available for sale comprise shareholdings in both listed and unlisted entities. The major component of this asset category reflected a shareholding in Platmin. We have commented in section 6.2.2 on the impact that the decline in global equity markets had upon the value of this shareholding.  Non-current liabilities comprise:

MinSec Group 30/9/2006 30/9/2007 31/03/2008 USD'000 USD'000 USD'000 Non Current Liabilities Financial liabilities 68 21 17 Option liabilities - 7,306 2,642 Deferred tax liability - 9,788 9,724 Provisions 1,240 1,214 1,303 Total Non Current Liabilities 1,308 18,329 13,686  The option liabilities relate to options granted by MinSec measured at fair value. In the period between 30 September 2007 and 31 March 2008, MinSec recorded a gain of USD10.1 million from a reduction in the value of these liabilities.  The deferred tax liabilities relate to a fair value adjustment to the value of various listed associates at the time of the final merger in July 2007 that created the MinSec Group.

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4.4 Statements of cash flow 4.4.1 CopperCo Companies The historical Statement of Cash Flows for the CopperCo Group are summarised below:

CopperCo Group - Statement of Cash Flows Unaudited 30/6/2006 30/6/2007 30/6/2008 31/10/2008 $'000 $'000 $'000 $'000 Net cash flows from/(used in) operating activities (2,252) (10,405) 20,038 4,050 Net cash flows used in investing activities (14,628) (85,433) (99,093) (15,001) Net cash flows from financing activities 55,963 63,591 86,079 40 Net increase/(decrease) in cash held 39,083 (32,247) 7,024 (10,911) Cash and cash equivalents at beginning of period 1,821 40,904 8,657 15,681 Cash and cash equivalents at end of period 40,904 8,657 15,681 4,770

Source: Annual reports and management reports Key points:  The CopperCo Group used proceeds from the issue of shares and borrowings to purchase plant and equipment and to fund exploration and capital development.  In the period subsequent to FY2008, the decline in global copper prices compounded with lower than expected production volumes, significantly reduced cash flow from operations. The cumulative cash flow variance to budget was $20.5 million as follows:

Variances to budget - EBITDA and Sales Volumes - Lady Annie project 31/07/2008 31/08/2008 30/09/2008 31/10/2008 Total EBITDA from operations ($'000) (3,087) (2,627) (7,657) (7,140) (20,511)

Sales volumes of Copper (tonnes) (204.70) (454.00) (475.70) (815.30) (1,949.70)

Source: Administrators' calculations using data from Management Accounts  During the four months ended 31 October 2008, the CopperCo Group‟s long term expenditure commitments were funded via working capital as all debt facilities were fully drawn.

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4.4.2 MinSec Companies

The Statement of Cash Flows for the MinSec Group are summarised below:

MinSec Group - Statement of Cash Flows 6 months 30/09/2006 30/09/2007 31/03/2008 USD'000 USD'000 USD'000 Net cash flows from/(used in) operating activities (4,520) (8,368) (5,832) Net cash flows used in investing activities (38) (5,783) (48,265) Net cash flows from financing activities 46,344 185 32,427 Net increase/(decrease) in cash held 41,786 (13,966) (21,670) Currency translation on cash and cash equivalents 2,168 3,206 (133) Cash and cash equivalents at beginning of period 310 44,264 33,504 Cash and cash equivalents at end of period 44,264 33,504 11,701

Source: Prospectus Key points:  Cash flow information for the period subsequent to 31 March 2008 was not prepared.  The MinSec Group acted as an incubator of mining exploration and development projects. As such its operations centred around the acquisition and disposal of interests in projects rather than deriving revenue from mining operations.  Cash flow was obtained from borrowings and asset disposals and used to acquire interests in mining projects throughout the world.  The major investment made in the period ended 31 March 2008 was the acquisition of additional shares in Platmin.  The MinSec Group was reliant on asset sales or debt refinance to pay down the MinSec debt which became due in December 2008. 4.4.3 Administrators’ Conclusion We make the following comments on the financial history of the CopperCo Group:  The CopperCo Group experienced delays and cost overruns in commissioning the Lady Annie project. This resulted in delayed revenues and additional borrowing costs.  Sales volumes were significantly below forecast, resulting in materially lower revenues and cash flow.  The collapse of global copper prices exacerbated the CopperCo Group‟s already inadequate working capital position.  With no access to alternate financing resources, the CopperCo Group used operating cash flow to fund committed capital expenditure.  The merger with MinSec did not produce any additional operating cash flow for the expanded CopperCo Group. It brought with it a large debt facility that required refinancing at a time when global capital markets were declining sharply and fresh credit had become significantly more difficult to obtain.

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5 Report as to Affairs 5.1 Summary It is a requirement of the Act that the directors of a company under administration provide the Administrators with a RATA within five business days of their appointment. The RATA sets out the directors‟ view of the company‟s assets and liabilities at the commencement of the administration and their realisable values. A RATA for each CopperCo Administration Group entity has been received and the relevant summaries are attached at Appendix 2 to this Report. 5.2 Consolidated RATA A summary of the assets and liabilities disclosed in the Report as to Affairs, along with our comments regarding the realisable value of these assets and our estimates of the liabilities, is set out in the following tables for the CopperCo Companies and the MinSec Companies. Further details of assets and liabilities are provided in the following sections. 5.2.1 CopperCo Companies We have consolidated the Directors‟ RATAs for each of the CopperCo Companies as summarised below:

CopperCo Companies - Report as to Affairs Book Value ERV $'000 $'000 Assets Interest in land - - Debtors 5,606 5,606 Cash on Hand 2 2 Cash at Bank 2 2 Stock 1,378 Unknown Work in Progress 27,988 Unknown Plant and Equipment 175,703 Unknown Other Assets 32,169 20 Assets subject to specific charges 369,216 79,128 Less Amounts owing under Specific Charge (90,885) (90,885) Contingent Assets 300 300 Total Assets/(Deficiency) 521,479 (5,827)

Liabilities Employee entitlements (2,715) (2,715) Priority Creditors (93) (93) Unsecured Creditors (173,600) (71,690) Contingent Creditors (16,231) (16,231) Total Liabilities (192,639) (90,729)

Estimated surplus/deficiency 328,840 (96,556)

Source: Directors' Report as to Affairs Key points:  All assets of the CopperCo Companies are subject to the fixed and floating charge held by the Cape Lambert Group of companies and are subject to the control of the Receivers and Managers who are realising those assets to repay the Senior Debt and the Subordinated Debt.  Plant and equipment represents all depreciable assets on the Lady Annie project.

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 Other assets include:

- CopperCo – Deferred tax asset of $15.1 million - LAO – Deferred tax asset of $17.1 million and a credit card security deposit of $20,000  The assets subject to specific charges and their ownership are as follows:

Assets subject to fixed charges Lady Total Total CopperCo LAO CQO Annie Savannah BV ERV $'000 $'000 $'000 $'000 $'000 $'000 $'000 Exploration tenements/mining lease expenditure 4,860 14,631 629 5,546 25,665 4,580 Security deposits and environmental bonds 624 3 626 624 Intercompany loan accounts (net) 41,250 1,089 42,339 3 Investment - Mineral Securities Ltd 150,138 150,138 0 Other investments 671 671 446 Plant and equipment 816 816 0 Development expenditure 23,843 23,843 0 Hedge settlement due from secured creditor 1,476 1,476 1,476 Mine development costs 39,421 39,421 0 Evaluation costs 166 166 0 Rehabilitation asset 7,071 7,071 0 Hedged asset- derivative 72,000 72,000 72,000 Investment in subsidiary 4,937 4,937 0 Deferred tax asset 45 45 0 198,359 158,608 4,937 1,764 5,548 369,216 79,128

Source: Schedule D of RATAs of each company  The intercompany loans are shown on a net basis, implying some form of set off would be applied between those debts owed to CopperCo and those it owes other companies in the Merged Group. Details of the intercompany loans between the CopperCo Companies are shown in section 5.5.1. Further investigation is required to explain the $41.2 million difference between the net intercompany loans in the Directors‟ RATA and the loans identified in section 5.5.1 of $104.6 million. However, the difference appears to be a loan between CopperCo and CQO which does not appear in CQO‟s RATA.  The assets relating to exploration, mining leases or development expenditure will form part of the assets to be sold by the Receivers and Managers (see Section 7).  We understand that Macquarie closed out all hedge contracts for a gain to the CopperCo Group exceeding approximately $40 million based on information provided by Macquarie during January 2009. We have not received an accounting from the secured creditor on the final hedging position. Those funds were applied in reduction of the Senior Debt.  Contingent assets represent a contract settlement with Rydan Constructions.  The CopperCo Group‟s mining operations were conducted via LAO. Most trade creditor claims relating to operations rest with LAO.  We are not currently able to predict the estimated return to unsecured creditors as the outcome of the receivership cannot be estimated and the final value of unsecured creditor claims is not known at the date of this report.

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5.2.2 MinSec Companies

We have consolidated the Directors‟ RATAs for each of the MinSec Companies as summarised below:

MinSec Companies - Report as to Affairs Book Value ERV $'000 $'000 Assets Interest in land - - Debtors 5,330 1,455 Cash on Hand 11 11 Cash at Bank 956 956 Stock - - Work in Progress - - Plant and Equipment - - Other Assets 1,899 5,170 Assets subject to specific charges 36,981 Unknown Less Amounts owing under Specific Charge (42,730) (42,730) Contingent Assets - - Total Assets/(Deficiency) 2,447 (35,138)

Liabilities Employee entitlements (310) (310) Priority creditors (65) (65) Unsecured Creditors (29,123) (29,123) Contingent Creditors - - Total Liabilities (29,498) (29,498)

Estimated surplus/deficiency (27,051) (64,636)

Source: Directors' Report as to Affairs Key points:  Intercompany loans have been removed in the consolidation of the Directors‟ RATAs.  The debtors considered realisable were: - GST refunds in MinSec Holdings and MinSec Ops totalling $65,000; - debts totalling $0.4 million owed to MinSec Ops by other companies that operated from Level 22, Allendale Square; and - a debt of $1.0 million owed to Kadina by Buka Minerals (Lady Loretta No 2) Pty Ltd.  Assets subject to fixed charges include the MinSec Group‟s shareholdings in listed and unlisted entities. The most material of these is the shareholding in Platmin. The share price of Platmin at the date of the merger (4 August 2008) was CAD4.40 and rapidly declined thereafter in line with the decline in the global equities markets. The price subsequently reduced to CAD0.62 per share at the date of appointment of the Administrators (26 November 2008).

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Listed investments held by MinSec Group Value of Value of Value of Shareholdings as at Shareholdings as at 4 Shareholdings as at 29 May 2008 August 2008 26 November 2008 Value of listed investments 184,928,792 121,187,947 18,431,832 Platmin Limited investment 134,239,266 82,053,225 9,348,452

(Excludes shareholding in CopperC and includes shareholding in Platmin Limited) Source: Prospectus and share price history  The amounts owing under specific charges represent the MinSec Debt referred to in section 3.1 of this report. The MinSec Debt security was cross collateralised against all the MinSec Companies.  MinSec Ops is the only company in the MinSec Companies with external unsecured creditors totalling approximately $0.6 million, comprising: - employee claims of $0.3 million; - ordinary unsecured creditors of $0.2 million; - and unremitted taxes of $0.1 million. We believe there may be additional creditors of $0.4 million that are not included in the RATA. 5.3 Explanation for difficulties Directors have indicated that a number of external market factors materially impacted the CopperCo Group‟s already challenging financial position during the second half of 2008. These included:  The steep and rapid decline in global copper prices. Copper prices had reached USD8,900/t during July 2008, but declined to around USD3,723/t by 26 November 2008. That represents a fall of more than 50% (Refer to copper price graph in Appendix 7).  The difficulty in raising external funding due to the significant deterioration in global capital markets, rapidly falling commodity prices, and the deterioration in CopperCo‟s share price. This particularly affected the shareholding in Platmin.  The extent of the liability to Glencore that arose due to the differential between provisional and final pricing arrangements for copper cathode. Under the terms of the off-take agreement, Glencore exercised its right to set-off any differences between the provisional and final invoice, a time period of up to three months. During the latter half of 2008, as copper prices declined significantly, CopperCo had a growing liability to Glencore which was difficult to assess.  In addition there were a number of internal factors including the production of lower grade ore due to the delayed grant of the Lady Annie Mining Lease. The directors advise they had attempted to refinance the CopperCo Group‟s debt facilities, in particular the MinSec Debt, but experienced difficulties as outlined above. They had also been seeking interest in other capital raising and asset realisation efforts. These negotiations broke down in mid November which caused the directors to seek the appointment of the Administrators.

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5.3.1 Administrators’ comments

As indicated by the directors, market circumstances for the resources sector deteriorated significantly from around August 2008. In our opinion, the following matters also added to CopperCo‟s difficulties:  CopperCo had a very weak working capital position which deteriorated further in line with challenging market circumstances.  Unhedged copper sales were at prices significantly below amounts budgeted.  The sales volumes being achieved from the mine were significantly below budget, exacerbating the cash flow issues facing the Group (see section 6.2.2).  The merger with MinSec did not create any operational cash flow and significantly increased the refinancing risk already facing the CopperCo Group. The MinSec Debt was due for repayment on 31 December 2008 and the collapse in the share price of Platmin impacted the ability to refinance this debt. In our opinion, the combination of the CopperCo Group‟s already weak working capital position, the material deterioration in that position which resulted from the merger with the MinSec Group and largely unfunded expansion plans caused the group‟s failure. With the above issues, the CopperCo Group was unable to withstand the significant deterioration in global capital markets. 5.4 Outstanding winding up applications We are not aware of any winding up applications filed against any of the CopperCo Administration Group entities. 5.5 Related entities As part of the normal course of business, there are a number of intercompany loans between entities in the Merged Group. A full schedule of these loans is included as Appendix 3. 5.5.1 CopperCo Companies The following table sets out the intercompany loans of the CopperCo Companies, based on the Directors‟ RATAs.

Intercompany loans - CopperCo Companies Creditor CopperCo LAO CQO Lady Annie Savannah Total Debtor $'000 $'000 $'000 $'000 $'000 $'000 Copper Co (101,909) (1,089) (1,581) (104,579) LAO 101,909 1 101,910 CQO - Lady Annie 1,089 1,089 Savannah 1,581 (1) 1,580 Total 104,579 (101,910) - (1,089) (1,580) -

Source: RATAs CopperCo lent funds to LAO to fund the expansion of the mine. If the CopperCo Companies are placed into liquidation, CopperCo would be entitled to prove its debt in the liquidation of LAO. The liquidator will need to investigate the loan account balances and adjudicate on the debts.

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5.5.2 MinSec Companies

The following table sets out the intercompany loans of the MinSec Companies, based on the Directors‟ RATAs.

Intercompany loans - MinSec Companies Creditor MinSec MinSec Ops Holdings Platmin Kadina Total Debtor $'000 $'000 $'000 $'000 $'000 MinSec Ops (5,084) (57,254) (62,338) MinSec Holdings 5,084 5,084 Platmin 57,254 57,254 Kadina - Total 62,338 (5,084) (57,254) - -

Source: RATAs The terms of the proposed DOCA for the MinSec Companies require the exclusion of intercompany claims from the DOCA. Accordingly, the related parties that are owed funds by the MinSec Companies will not be entitled to claim as creditors in the DOCA and Creditors‟ Trust Deed.

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6 Offences, insolvent trading and voidable transaction s 6.1 Overview 6.1.1 Administrators’ obligations Under the Act, an administrator is obliged to investigate a company‟s business, property, affairs and financial circumstances. These investigations are to be performed as soon as practicable after the administration begins in order to enable the administrator to form an opinion about the future of the company. We initiated a range of investigations in order to understand the events leading to our appointment and to identify potential causes of action which may increase the funds available to creditors of the CopperCo Administration Group. 6.1.2 Focus of work The primary focus of investigations undertaken to date has been to ascertain whether there are actions which would only be available to a Liquidator and therefore directly relevant to the decision of creditors at the second meeting of creditors as to whether to vote in favour of a DOCA or liquidation in respect of any of the entities in the CopperCo Administration Group. 6.1.3 Offences An administrator is required to report to ASIC if the administrator suspects offences have been committed. Such offences may include:  breaches of director‟s duties;  failure to lodge a RATA within the statutory time limits;  failure to keep proper books and records; and  fraud by Officers. 6.1.4 Insolvent trading Other than in cases of fraud, the directors of a company may only be sued for insolvent trading if the company is in liquidation. Where a voluntary administrator has been appointed, assessment of the issue of insolvent trading can be important to creditors if they are being asked to choose between a DOCA and liquidation. In that instance, creditors have to assess the advantages to them of a DOCA (which does not include proceeds from insolvent trading actions) compared to the likely return to them in a liquidation (which could include the proceeds of any successful insolvent trading action). A liquidation also preserves the possibility of individual creditors taking action in their own right. In considering any insolvent trading claim, several factors need to be considered including:  the date at which a company became insolvent;  what debts were incurred after that date; and  whether defences are available to the directors. We note that pursuant to section 588V of the Act, a holding company may, in certain circumstances, also be pursued for insolvent trading by a Liquidator. In determining whether either the CopperCo Companies or the MinSec Companies were insolvent, we have considered the following:  a cash flow assessment and the external funding available to the CopperCo Companies and the MinSec Companies;

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 an assessment of net assets and whether assets were available to be offered as security to raise more finance; and  other indicators of insolvency. For information purposes, set out below are the statutory defences available to directors for insolvent trading in section 588H of the Act:  Reasonable grounds to expect company is solvent - At the time of incurring debts, the director had reasonable grounds to expect that the company was solvent.  Reliance on other person - The director relied on information provided from a competent and reliable person which concluded that the company was solvent at the time debts were incurred.  Illness - The director was ill at the time the debts were incurred and could not take part in the management of the company.  Reasonable steps were taken to prevent the incurring of debt. Creditors should also consider the ability of the party being pursued to actually meet any successful claims. 6.1.5 Voidable transactions In the event that the company is wound up, certain transactions that occurred prior to the appointment of the voluntary administrators, and where the property of the company was disposed of or dealt with, may be recovered by the liquidator under Part 5.7B of the Act. This may result in, among other things, a requirement for a third party to return property to the company and thereby increase the assets available to the liquidator and creditors. These are known as voidable transactions. Corporations Regulation 5.3A.02 requires an administrator to specify whether there are any transactions that appear to the administrator to be voidable transactions in respect of which money, property or other benefits may be recoverable by a liquidator under Part 5.7B of the Act. As with the insolvent trading analysis above, this issue is relevant to creditors if they are being asked to choose between a DOCA and a liquidation, because voidable transactions are only recoverable if a liquidation occurs. Unfair preference payments A Liquidator is able to recover payments made by a company to a creditor where:  the company is insolvent at the time of payment or becomes insolvent because of the payment;  the payment results in the creditor receiving more than it would in a winding up; and  the transaction occurred within six months prior to the liquidation (or prior to any administration occurring immediately before liquidation); provided that:  the creditor did not become a party to the transaction in good faith; and  the creditor or a reasonable person in the creditor‟s position had or would have had reasonable grounds to suspect the company was insolvent. Unfair loans Pursuant to section 588FD of the Act, a Liquidator is able to treat as voidable an unfair loan. A loan is considered unfair if:

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 the interest on the loan was or is extortionate; or

 the charges associated with the loan were or are extortionate. Uncommercial transactions A Liquidator is able to recover money or property associated with transactions entered into by a company where:  a reasonable person in the company‟s circumstances would not have entered into the transaction having regard to the benefit and detriment of the transaction;  the company is insolvent or becomes insolvent because of the transaction; and  the transaction occurred within 2 years of the liquidation (or earlier appointment of an administrator), 4 years if the transaction if the transaction was with a related party or 10 years if the transaction was entered into to defeat creditors. 6.1.6 Recovery from company officers The directors and other officers of a company have fiduciary duties to the company. Broadly, directors and officers must exercise their powers and discharge their duties:  With reasonable care and diligence (section 180);  In good faith and in the best interests of the corporation (section 181);  Without gaining an advantage or the detriment of others (section 182); and  With a proper purpose and without being reckless or intentionally dishonest (section 183). Directors also owe a fiduciary obligation to the creditors of a company. That is, in discharging their duties to a company, they must take into account the interest of its creditors in circumstances where a company‟s solvency is uncertain. These duties are subject to the business judgement rule, whereby if the directors or other officers believe that they have acted in good faith and the judgement was in the best interests of the corporation then they are taken to have acted rationally, unless a reasonable person in their position would not exercise the same judgement. 6.2 CopperCo Companies’ findings 6.2.1 Offences Our investigations to date have not uncovered any offences committed by directors. However, further investigations should be conducted by the ASX into the trading of CopperCo‟s shares in the days immediately before the trading halt that preceded the appointment of the Administrators as the volume traded was substantially greater than normal. 6.2.2 Insolvent trading Cash flow assessment A cash flow master budget was prepared on or about 30 June 2008 for the period 1 July 2008 to 5 January 2009 which was regularly updated. A summary of the budget and selected updates discloses the following:

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Forecast cash flows - 1 July 2008 to 9 January 2009 Master budget set Updates 30/06/2008 29/08/2008 3/10/2008 $'000 $'000 $'000 Copper Sales 94,613 80,685 78,962 Cost of Operations (55,419) (54,092) (59,741) Net cash margin 39,194 26,593 19,221

Capex (44,329) (39,765) (42,221) Exploration (2,165) (2,789) (2,899) Interest/fees (5,399) (5,323) (7,051) Head Office/merger costs (4,243) (5,088) (4,962) BAS refund 1,491 4,014 4,141 Funding/(Repayments) (5,750) (750) 49,750 Other (net) - 120 398 Subtotal (60,395) (49,581) (2,844)

Surplus/(deficiency) (21,201) (22,988) 16,377

Sources: Weekly cash flow forecasts prepared by CopperCo head office The update as at 3 October 2008 contains:  an amount of $5 million being received on 17 October 2008; and  a further $45 million being received on 7 November 2008, from debt refinancing. However, CopperCo had no firm commitment from any source to provide further funding. If this amount is excluded from the forecast, the cash position as at 9 January 2009 would have been negative $32.2 million. It is also important to note that the invoicing and payment arrangements with Glencore provided for provisional invoicing, and payment thereof, up to three months prior to final invoicing based on the assay results for product actually delivered for shipping. The provisional invoicing was essentially based on the spot price of copper at the time of invoicing. During times when copper prices were falling, the CopperCo Group was incurring a liability to Glencore that was due for payment when the final invoice was prepared. Subsequent to 30 June 2008, the management accounts disclose EBITDA (a proxy for operating cash flow) and sales volumes from the Lady Annie project as follows:

Statement of EBITDA and Sales Volumes - Lady Annie project 31/07/2008 31/08/2008 30/09/2008 31/10/2008 Total EBITDA from operations ($'000) 2,959 5,665 603 472 9,699

Sales volumes of Copper (tonnes) 1,096.10 1,367.10 1,529.00 1,303.10 5,295.30

Source: Board package Management Accounts This was well below forecast.

Statement of Budget Cash Flows and Sales Volumes - Lady Annie project 31/07/2008 31/08/2008 30/09/2008 31/10/2008 Total EBITDA from operations ($'000) 6,046 8,292 8,260 7,612 30,210

Sales volumes of Copper (tonnes) 1,300.80 1,821.10 2,004.70 2,118.40 7,245.00

Source: Board package Management Accounts During September and October 2008, cash flow became increasingly tight as the reduction in revenue, caused by copper prices and production volumes, took effect. Actual revenue in October 2008 was 30% below budget, essentially a result of lower volumes rather than price.

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The aged trade creditors of LAO and CopperCo as at 30 September 2008 and 31 October 2008 were as follows:

Aged creditors for CopperCo and LAO at 30 September 2008 Current 30-60 days 60-90 days >90 days Total CopperCo 2,880 2,695 256 8 5,839 LAO 3,092 7,022 2,414 1,193 13,721 5,972 9,717 2,670 1,201 19,560 % of total 30.5% 49.7% 13.7% 6.1% 100.0%

Sources: Creditors aged payables ledger Aged creditors for CopperCo and LAO at 31 October 2008 Current 30-60 days 60-90 days >90 days Total $'000 $'000 $'000 $'000 $'000 CopperCo 589 2,793 2,551 145 6,078 LAO 1,718 10,723 4,071 2,445 18,957 2,307 13,516 6,622 2,590 25,035 % of total 9.2% 54.0% 26.5% 10.3% 100.0%

Sources: Creditors aged payables ledger The above summaries indicate that payments to creditors were being delayed during October 2008 with a material increase in creditors aged more than 60 days. Net assets assessment The Merged Group held a number of listed and unlisted investments which were materially devalued in line with the decline in global equity markets. Global credit markets had also tightened considerably making it increasingly difficult to refinance borrowings secured against such assets. The major asset held for sale by the MinSec Group was the shareholding in Platmin (market value as at 30 June 2008: $141 million). The value of this shareholding continued to deteriorate falling to $15 million at the date of our appointment. A chart comparing the value of the MinSec Group‟s shareholding in Platmin‟s shares to the MinSec Debt is included in Appendix 7. The MinSec Group‟s investments were a mix of speculative mining stocks or in mining companies in the development phase of operations. The timeframe to realise those investments was likely to be longer term. It would also have been difficult to realise these assets during this period due to the size of the holdings, sharply declining share prices and the state of global capital markets. The directors had previously sought to extract value from the MinSec Group‟ assets by engaging external consultants to seek expressions of interest in them. This did not result in any sales. Other indicators of insolvency We comment on other typical indicators of insolvency as follows:  Failure to meet creditor payment terms – The aged payables for the creditors of LAO were examined. It is apparent that creditors were being paid between 31 and 60 days. The impact of the CopperCo Group‟s tight working capital position became evident during October 2008 as creditor aging began to increase.  Defaults in payments of interest on banking/finance facilities – there were no defaults on the finance facilities prior to the appointment of the Administrators.  Failure to pay statutory liabilities – Based on our initial review, it appears that the debts owed to the ATO and State taxation authorities were paid as they fell due.

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 Arrangements with trade creditors – Internal spreadsheets with comments on payment arrangements were maintained. A number of round dollar payments were also being made to certain creditors, evidencing payment arrangements. Further investigations will be conducted into the correspondence between the CopperCo Companies and their creditors to determine the nature of arrangements in place with creditors and whether payments were being made outside normal commercial terms.  Dishonouring of cheques – A review of the data indicates that no cheques were dishonoured.  Retention of cheques payable to creditors – The proceeds of copper sales were paid into an account controlled by Macquarie. The company then submitted requests for payment of creditors with a list of creditors covered by the payments. Funds were then transferred into an imprest account controlled by site management. Cheques were released in accordance with the funds that had been received. Further investigation of this arrangement needs to be undertaken. Administrators’ conclusion In light of the above information, it is likely that LAO and CopperCo were insolvent at some point during September or October 2008 when estimated future cash flows from operations would not have been sufficient to meet either company‟s creditors whose debts were due for payment or expenditure on committed capex. Further analysis will need to be conducted into determining the exact date of insolvency and the debts incurred subsequent to that date. 6.2.3 Voidable transactions Unfair preferences A review of the payments made by LAO in the 6 month period prior to the appointment of the Administrators indicates a number of creditors received round dollar payments in part payment of the debts owed to them. These payments total in excess of $0.5 million. We are also investigating payments made to creditors under threat of legal action. The ATO received a payment of $1.525 million in November 2008 and we are investigating the circumstances surrounding this payment. Further investigations will need to be undertaken to ascertain if any of these transactions would be recoverable by a liquidator. An ASIC company search shows that no formal debt recoveries were lodged against LAO. Unfair loans A review of the records indicates that a loan made by CopperCo to Brian Rear around November 2007 totalling $375,000 was made on commercial terms and could not be considered an “unfair loan” as defined in the Act. There are also substantial loans between companies within the CopperCo Group. It is apparent that these loans were unsecured and interest free. These terms reflect the usual operations of a publicly listed group of companies where the publicly listed entity raises funds and loans them to its operating subsidiaries. No further loans have been uncovered that would require investigation. Uncommercial transactions Investigations did not reveal any transactions that would fall within the definition of “uncommercial transactions” as defined in the Act. Conclusion about potential voidable transactions Our investigations have concluded that a number of payments made by LAO may constitute unfair preferences. As these investigations are ongoing, it is not possible to be definitive about the quantum of any claim until these investigations are concluded.

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6.2.4 Recovery from company officers

Our initial review of the officers‟ capacity to meet any judgement obtained indicates that they may have access to funds to meet such a claim, depending upon its quantum. A liquidator would likely seek legal advice on these issues before commencing recovery action. 6.2.5 Funding to pursue insolvent trading, voidable transactions or company officers The liquidator of both CopperCo and LAO will not have any funds upon appointment. Surplus funds may arise from the Receivership, but they would not be received until late 2010. Therefore, the liquidator would need to seek external funding in order to pursue any claims for voidable transactions or insolvent trading. The costs and risks of such litigation are high and until we conclude our investigations into the quantum and merit of any of these actions, it is not possible to comment on the availability of funding to the liquidator. 6.3 MinSec Companies’ findings 6.3.1 Offences Based on our initial investigations, we do not believe any offences have been committed in the MinSec Companies. 6.3.2 Insolvent trading Cash flow assessment These companies did not perform trading operations; rather, they existed to hold investments in both listed and unlisted investments with a view to sale at a profit at some future time. They had no independent cash flow to meet the debt due to Macquarie on 31 December 2008. This debt was only able to be repaid from either asset sales, new equity issue or refinancing. Net assets assessment We have previously stated the issues facing the wider CopperCo Group and its merger with MinSec. The net assets of the MinSec Companies consisted mainly of investments in listed companies. The value of these shareholdings declined sharply in value after the merger as a result of the sharp decline in global equity markets. It would have been difficult to refinance or dispose of these shareholdings in sufficient time and for enough value to repay the Macquarie facility. These factors alone would not trigger insolvency. Other indicators of insolvency We comment on other typical indicators of insolvency as follows:  Failure to meet creditor payment terms/arrangements with trade creditors – MinSec Ops was the only company with external creditors. Typically, funds to pay these creditors were provided by loans from other group entities.  Defaults in payments of interest on banking/finance facilities – There were no defaults on the facility with Macquarie.  Failure to pay statutory liabilities – These were met by funds on hand or intercompany loans.  Dishonouring of cheques/retention of cheques payable to creditors – no cheques were dishonoured nor have we seen any evidence of cheques being retained.

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Administrators’ conclusion

It does not appear that the MinSec Companies were insolvent as their day to day operating costs were relatively low. However, as a result of the directors‟ inability to resolve the broader funding issues of the Group, it was inevitable that the MinSec Companies would become insolvent upon the expiry of the MinSec Debt. Our review indicates that the external debts incurred prior to our appointment were minimal and that, in the event that the companies are placed in liquidation, the risks in undertaking any recovery action would outweigh any benefits to creditors. 6.3.3 Voidable transactions Unfair preferences With respect to MinSec Ops, our investigations did not uncover any transactions that could be considered to be unfair preferences. As the other MinSec Companies did not trade and had no external creditors, there were no unfair preferences. Unfair loans Our investigations did not reveal any voidable unfair loans. Uncommercial transactions Our investigations reveal that the companies did not undertake any uncommercial transactions as defined by the Act. Conclusion about potential voidable transactions The proposed DOCA will likely result in external unsecured creditors being repaid in full, subject to further claims from creditors, particularly a claim from the landlord of MinSec Ops‟ head office whose claim is not quantifiable at this stage. The Administrators recommend acceptance of the DOCA. In the event that creditors do not approve the DOCA and the companies go into liquidation, we have not identified any potential voidable transactions that a liquidator can pursue. 6.3.4 Recovery from company officers We do not consider there are any recoverable claims against directors in the event the MinSec Companies were placed into liquidation. In addition, the proposed DOCA will likely result in external unsecured creditors being repaid in full, subject to further claims from creditors, and the Administrators recommend acceptance of the DOCA.

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7 Progress of Receivership 7.1 Background On 26 November 2008, Macquarie appointed Darren Weaver, Andrew Saker and Peter Geroff from Ferrier Hodgson as Receivers and Managers of the CopperCo Companies. On the following day, Macquarie appointed Darren Weaver, Andrew Saker and Peter Geroff as Receivers and Managers of the MinSec Companies. On 5 February 2009, the Secured Debt was acquired by Dempsey Resources Pty Ltd, a wholly owned subsidiary of Cape Lambert Iron Ore Ltd. The following day (6 February 2009), Darren Weaver, Andrew Saker and Peter Geroff were replaced as Receivers and Managers by Gary Doran and David Lombe from Deloitte Touche Tohmatsu. The Original Receivers continued mining operations until they were replaced. During January and early February 2009, the Gulf of Carpentaria area suffered severe rains. This resulted in the flooding of the tailings dams at the Lady Annie mine which caused environmental damage in areas downstream of the mine. The Receivers and Managers stood down all employees and subsequently ceased all mining and processing activities. The Environmental Protection Department of the Queensland Government subsequently issued Environmental Protection Orders against the Receivers and Managers requiring them to rehabilitate the affected areas. This work has commenced and is ongoing. 7.2 Sale of assets The Receivers and Managers have entered into separate agreements for the sale of assets in the CopperCo Companies and the MinSec Companies. These agreements are scheduled for completion on or before 30 June 2009 subject to satisfaction of various conditions precedent. 7.2.1 CopperCo Companies The Asset Sale agreement provides for the sale by the CopperCo Companies of all the assets related to the mining operations at the Lady Anne project near Mount Isa in Queensland to a wholly owned subsidiary of Cape Lambert. The detailed commercial terms of this agreement remain confidential and cannot be disclosed without the consent of the purchaser and the Receivers and Managers. This agreement includes, amongst other things, a requirement for funds to be held in escrow for 12 months. The purchaser may make a claim on those funds for up to 12 months from 30 June 2009 for claims arising from environmental damage incurred during the Receivership or associated with the EPO. While the sale appears to have achieved a satisfactory result for creditors, it is not yet possible to be definitive about the final outcome for unsecured creditors of the CopperCo Companies. Based upon the Receivers and Mangers‟ best estimates, a pool of funds could become available to the Liquidators of LAO for creditors. At this stage, we are unable to disclose the estimates of that outcome because this information is commercially sensitive until the Receivers and Managers are able to complete the sale transactions. The final outcome for creditors of the CopperCo Companies will also ultimately depend upon the final costs of the environmental cleanup resulting from the flooding of the tailings dam. At this stage, those costs are uncertain. We will be monitoring the progress of these issues with the Receivers and Managers. 7.2.2 MinSec Companies The Receivers and Managers have entered into a Share Sale and Subscription Agreement which provides for the sale by CopperCo of its shareholding in MinSec to a wholly owned subsidiary of Cape Lambert. The terms of the agreement require the purchaser to provide

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 sufficient funds for the MinSec Companies to repay the MinSec Debt (approximately $43 million); and  an amount of $1.6 million to meet the claims of external unsecured creditors of each of the MinSec Companies. On the information available to the Receivers and Managers and the Administrators, this sum would appear to be sufficient for external unsecured creditors of these companies to be repaid in full, subject to further claims from creditors, particularly the landlord of MinSec Ops‟ head office whose claim is not quantifiable at this stage. This agreement is conditional upon each of the MinSec Companies entering into a DOCA. The contents of the DOCA are explained in further detail in section 8 of this report. 7.2.3 Administrators’ comments on the sale process On 15 May 2009, the Receivers and Managers made an application to the Supreme Court of Western Australia seeking orders that the entry into and completion of the Asset Sale Agreement and the Sale and Subscription Agreement was not unlawful solely by reason of the relationship between the purchasers under each agreement and the secured creditor. In making that application, the Receivers and Managers provided the Court with detailed affidavit material and supporting information explaining the sale process, interested parties and communication with interested parties including detailed correspondence relating to offers. On 18 May 2009, the Court made the Orders sought by the Receivers and Managers. We have been provided with a copy of the detailed information tendered to Court by the Receivers and Managers and are satisfied that all potential purchasers were treated equally and in accordance with usual practice in the circumstances. We are also satisfied, based upon the information tendered to Court, that the offer represented the highest bid in a form capable of completion. 7.3 Remaining assets The Receivers and Managers have advised that the following assets will remain unrealised after completion of the Asset Sale Agreement. 7.3.1 Insurance claim relating to the flooding of the Lady Annie mine The Receivers and Managers advised the CopperCo Group‟s insurers of a claim relating to public liability arising from contamination caused to the farming properties adjacent to the Lady Annie mine site. The Receivers and Managers and the insurers have been in discussions concerning liability on this issue and a decision from the insurance company is expected soon. The Receivers and Managers have advised that the quantum of any claim has not been discussed with the insurer. 7.3.2 Debt owed to CopperCo by Brian Rear, former Managing Director Mr Rear has acknowledged that he has a debt to CopperCo of $250,000 plus interest. There is an additional sum of $125,000 that appears to be in dispute. The Receivers and Managers will continue to deal with the collection of this debt.

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8 Proposed DOCA for the MinSec Companies A Condition Precedent for the proposed Share Subscription and Sale Agreement entered into by the Receivers and Managers is that each of the MinSec Companies must execute a DOCA which will subsequently become a Creditors‟ Trust. The key terms of the proposed DOCA are set out below. We note that a DOCA has only been proposed for the MinSec Companies. DOCAs have not been proposed for the CopperCo Companies. The options available to creditors of the CopperCo Companies and the MinSec Companies are set out in sections 9.1 and 9.2, respectively. 8.1 Key Terms of DOCA The key terms of the DOCA proposal are as follows:  The Deed Administrators will be Shaun Fraser, Simon Read and James Thackray.  There will be one DOCA for all of the MinSec Companies.  The Receivers and Managers will have the day to day management and control of the MinSec Companies from the commencement of the DOCA until the termination of the appointment of the Receivers and Managers by the secured creditor. Then the Deed Administrators will have the day to day management and control of the MinSec Companies to the exclusion of the directors of the MinSec Companies.  The Deed Administrators will become the Trustees of the Creditors‟ Trust on establishment of the Creditors‟ Trust.  The DOCA will terminate upon completion of the Share Subscription and Sale Agreement which is expected to be on or before 30 June 2009. This includes payment of the funds referred to below.  The Creditors‟ Trust fund will be comprised of $1.6 million which will be distributed in the following order of priority: - any Administrators‟ remuneration and expenses or the Deed Administrators‟ remuneration and expenses that has not been paid; - the costs, expenses and remuneration of the Trustees and other costs and expenses payable by the Trustees under the Creditors‟ Trust Deed; - any employee entitlements payable by the MinSec Companies including outstanding wages, superannuation, superannuation guarantee charge, annual leave to 27 November 2008 to be paid is in accordance with priorities set out under sections 556, 560 and 561 of the Act; - pro rata basis to admitted unsecured creditors of each company; and - any remaining balance will be paid to MinSec.  These monies will be lent by MinSec.  The secured creditor will not be entitled to participate in the Creditors‟ Trust fund as an unsecured creditor.  CopperCo and its subsidiaries will not be entitled to participate in the Creditors‟ Trust fund.  Debts owed by the DOCA companies to other members of the Merged Group are not compromised by and survive the termination of the DOCA.

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8.2 Creditors’ Trust In May 2005, ASIC issued a guide concerning creditors‟ trusts titled “External administration: Deeds of company arrangement involving a creditors‟ trust”. A copy of the Guide can be downloaded from the ASIC website at www.asic.gov.au , or is available from our office upon request. Creditors are encouraged to read it, and to seek independent advice if they have any concerns about their rights under or in the operation of a creditors‟ trust. Section 2 of the Guide indicates the information that should be provided to creditors when a proposal for a DOCA involves a creditors‟ trust. The information required by the Guide is set out in sections 8.2.1 to 8.2.15 below. 8.2.1 What is a “Creditors’ Trust”? A trust is commonly (but not exclusively) used in connection with the recapitalisation and re- listing of public companies on the ASX that are under external administration. Whilst governed by legislation of the relevant state, the operation of the trust is largely determined by the trust deed. In comparison, the operation, obligations and rights of creditors under a DOCA are governed by the Act. The proposed DOCA sets out that a Creditors‟ Trust will be established on the Required Date, being the earlier of:  if the Conditions Precedent of the Agreement have been satisfied, 30 June 2009; and  the third business day after the satisfaction of the last Condition Precedent. Creditors entitled to lodge a proof of debt pursuant to the Act will become beneficiaries of the trust. Upon the creation of a creditors‟ trust and completion of a DOCA, creditors cease to have a legal right of claim against the company. Once a DOCA ceases, the company can no longer be placed into liquidation for debts owed to creditors and recovery actions for voidable transactions such as preferential payments and insolvent trading cannot be undertaken. Typically, the DOCA and the external administration of a company ceases upon the creation of a Creditors‟ Trust. Control of the company is returned to the directors. In this instance, the DOCA requires two funds to be created in satisfaction of the creditor claims against the MinSec Companies. The first fund will be used to repay the debt owed to the secured creditor. The second fund will be used to pay the external unsecured creditors of each of the four companies subject to the Creditors‟ Trust. 8.2.2 Reasons for a Creditors’ Trust The reason for the establishment of the Creditors‟ Trust is that the purchaser wishes to continue using each of the four companies in the ongoing operations of the enlarged Cape Lambert group of companies. For this to occur, each of the companies must be solvent at the time that the DOCA ceases and the Administrators need to satisfy themselves of that fact. The DOCA and Creditors‟ Trust provide that the loans owed to related parties are not forgiven, but will not be included as claims in the Creditors‟ Trust and therefore will remain with the companies as they resume operations. 8.2.3 Sequence of events The anticipated sequence of events is as follows:  Satisfaction of the four (4) conditions precedent in the Share Subscription and Sale Agreement.  Obtaining directions from the Supreme Court of Western Australia that the agreement is not unlawful solely due to the fact that the purchaser and the appointor of the Receiver and Manager are wholly owned subsidiaries of the purchaser‟s guarantor. This has been satisfied.

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 Creditors approve the proposed DOCA at the meeting on 24 June 2009.

 The ASIC confirming that the acquisition falls within the exception in s611(14) of the Act or otherwise granting relief in respect of the purchase of relevant interests in listed companies held by companies within the wider MinSec group of companies.  All conditions precedent to the completion of the CopperCo Asset Sale Agreement being satisfied Payment of funds  The Deed Administrators become the Trustees of the Creditors‟ Trust and will retire as Deed Administrators. On Completion of the DOCA, creditors‟ claims against the MinSec Companies will be extinguished and substituted for an entitlement against the Creditors‟ Trust.  The Administrators and Deed Administrators‟ approved remuneration and out of pocket expenses will be paid from the fund in the Creditors‟ Trust.  After the establishment of the Creditors‟ Trust, the Trustees will adjudicate each creditor‟s right to claim as beneficiaries of the Creditors‟ Trust and distribute the fund to beneficiaries rateably in accordance with the terms of the Creditors‟ Trust Deed. 8.2.4 Estimated return to creditors It is estimated that the return to ordinary unsecured creditors under the proposed DOCA and Creditors‟ Trust compared to if the MinSec Companies were to be wound up is as follows:

MinSec Companies - Estimated Return to Creditors DOCA Liquidation $'000 $'000 Creditors' Trust Funds 1,600 - Asset realisations - Uncertain 1,600 - Professional fees and disbursements (300) (400) Legal fees (50) (50) Costs of recovery action - Uncertain Funds available for distribution 1,250 (450) Priority creditor claims (392) (392) Funds available for unsecured creditors 858 (842) Estimated unsecured creditor claims (629) (629) Final distribution (cents/$) 100c/$ 0c/$

The amount of estimated unsecured creditor claims is subject to the claim of the landlord of MinSec's head office On information available to the Administrators, the estimated likely return to beneficiaries under the Creditors‟ Trust is 100 cents per dollar, subject to further claims from creditors, particularly a claim from the landlord of MinSec Ops‟ head office whose claim is not quantifiable at this stage. However, this requires creditors of each company to vote in favour of the proposed DOCA and the creation of the Creditors‟ Trust. A winding up of the MinSec Companies would create significant uncertainty as to the outcome for creditors on the following basis:  The transaction with Cape Lambert would terminate and the Receivers and Managers would need to recommence as sale process;  A break up sale could result in significantly lower realisable values for assets in the MinSec Group;  Funds would need to flow through the MinSec Group‟s complex corporate structure via legal entities registered in various jurisdictions. This would be time consuming. Wind up

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would also require co-operation from legal entities over which the Receivers and Managers and Administrators have no control. There is no obligation for these entities to co-operate. 8.2.5 Trustee particulars The DOCA proposes that the current Deed Administrators will become the Trustees of the Creditors‟ Trust. We are registered liquidators and have extensive experience in the recapitalisation of companies and the operation of trusts. We do not foresee or anticipate that the Trustees will have a conflict of interest when acting as Trustee. 8.2.6 Remuneration of the Trustee At the creditors‟ meeting, creditors will be asked to approve our professional fees incurred to date (which is set out in section 11). We note that at this stage, the only funds available to the Administrators are those provided by the secured creditor and that those are insufficient to cover our costs to date. Approval is sought so that in the event funds become available, we are able to draw on those funds for payment of our fees. As part of the proposed Creditors‟ Trust, the Trustees will have an indemnity over the assets of the trust fund for professional fees and costs incurred in relation to the Creditors‟ Trust. The Creditors Trust Deed will include the processes by which the Trustee will seek approval of fees from creditors including the establishment of a Committee of Creditors. 8.2.7 Indemnity insurance The Trustees have professional indemnity and fidelity insurance that covers their conduct as Trustees of the proposed Creditors‟ Trusts. 8.2.8 The Trustees powers The Trustees proposed powers include powers to:  take possession of, or do all such things as are necessary to take possession of, the money in, or the money obliged to be paid into the Trust Fund;  administer the Trust Fund in accordance with the provisions contained in the Trust Deed and the DOCA;  distribute the money in the Trust Fund in one or more instalments at such time as determined by the Trustees in their absolute discretion;  ensure the MinSec Companies‟ obligations pursuant to the Trust Deed and the DOCA are fulfilled and, where necessary, to take such legal action as the Trustees think fit to enforce those obligations;  admit Claims to proof in accordance with the terms of the DOCA and the Trust Deed;  ensure that the parties comply with the terms of the Trust Deed;  appoint a solicitor, accountant or other suitable qualified person to assist the Trustees;  appoint agents to do any business or attend to any matter of affairs of the Trust that the Trustees are unable to do or that it is unreasonable to expect the Trustees to do in person;  compromise any Claim on such terms as the Trustees consider fit;  do all those things in relation to the assets in the Trust Fund that an administrator is empowered to do in relation to a company under a DOCA which incorporates the prescribed provisions contained in Schedule 8A of the Act;

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 pursue claims and commence legal proceedings on behalf of and in the name of any company within the Group against any other person;  enter into litigation funding arrangements;  act as attorney for any of the MinSec Companies or any other person for the purposes associated with the Trust; and  do such other things as may be necessary or desirable for the purposes of administering the Trust. 8.2.9 Claims The Trustees will advertise for proofs of debt to be received from creditors of each company. These claims will be adjudicated on in accordance with section 556, 560 and 561 of the Act. Claims will be submitted from each company for each category shown in section 8.1 above. The Trustee will adjudicate upon creditor‟s claims and then pay each proven claim from the Creditors Trust fund in accordance with the priorities established in the Trust Deed which reflect the categories in section 8.1 above. If there are surplus funds after payment in full of all claims of unsecured creditors of the four companies, the surplus will be paid to MinSec. 8.2.10 Rights of beneficiaries Under the Act, creditors of a company subject to DOCA may apply to the court for orders concerning the Deed Administrator‟s performance of their duties. Beneficiaries of a Creditors Trust may similarly apply to the court under the Trustees Act 1962 (WA) concerning the performance of the Trustees. As is the case with external administration, an amendment to the Creditors‟ Trust Deed will require the Trustee to convene a meeting and obtain creditor approval. The Trustee will continue to report to creditors concerning the progress of the process. We do not believe creditors will be disadvantaged through the Creditors‟ Trust and there are currently no alternative offers that will provide a similar return to creditors. 8.2.11 GEERS Employees of a company under external administration may be entitled to make a claim with GEERS. However, beneficiaries of a creditors‟ trust have no such entitlement. Under this proposal, employees will likely be paid their full entitlements in priority to unsecured creditors and will not need to claim against GEERS. 8.2.12 Compliance Opinion We are of the opinion that the terms of the DOCA and creditors‟ trust are capable of being complied with. 8.2.13 Solvency Statement If the DOCA is wholly effectuated on the terms proposed, the MinSec Companies will be solvent because:  External creditors‟ claims against the MinSec Companies will be settled by the terms of the DOCA;  Debts owed to related parties are subject to variation and will not be due and payable at the completion of the DOCA

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The position of each of the MinSec Companies after the DOCA is effectuated will be as follows:

Statement of Position - Post-DOCA MinSec MinSec Ops Holdings Platmin Kadina $'000 $'000 $'000 $'000 Assets (Book Value) 91,699 6,411 8,370 1,035 Liabilities (related party loans) (65,431) (5,724) (57,254) (7,129) Net Assets 26,268 687 (48,884) (6,094)

Source: Directors' Report as to Affairs and Administrators' investigations We have assumed that the Creditors‟ Trust Fund will be lent by MinSec to MinSec Ops. Given that the related party loans will not be called upon, the MinSec Companies will be solvent after the DOCA is effectuated. 8.2.14 Tax Implications (Company and Trust) There may be income tax and stamp duty implications for the MinSec Companies and the Creditors‟ Trust associated with this proposal. The Trustees may be required to lodge income tax returns and register for GST under a new tax file number. Any assessable income made by the Creditors Trust will be subject to taxation under the Trustee provisions of the Income Tax Assessment Act 1936 (as amended). 8.2.15 Tax Implications (Creditor/Beneficiary) As with any distribution, the Trustee may be required to withhold tax from distributions for non resident beneficiaries and beneficiaries without an ABN. Creditors should obtain their own taxation and legal advice in relation the possible taxation implications of receiving a distribution from the proposed Creditors‟ Trust. 8.3 Returns to creditors under DOCA On the information available to the Administrators, unsecured creditors as at 26 November 2008 will likely be repaid their debts in full, subject to further claims from creditors, particularly the landlord of MinSec Ops‟ head office whose claim is not quantifiable at this stage. 8.4 Recommendation We recommend that creditors resolve to execute the DOCA in the terms proposed in section 8.1 of this report. Our recommendation is based on the following:  the return to creditors is significantly higher than is likely in a winding up;  the current proposal represents the best offer presented to the administration and it is unlikely that a better offer could be obtained; and  accepting this proposal provides certainty of a return in a relatively short time compared to the often protracted nature of liquidations.

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9 Alternative courses of action As Administrators, we are to provide creditors with a statement of our opinion about each of the courses of action in respect of which creditors are entitled to vote at the meeting on 24 June 2009. The matters requiring our opinion, in respect of each CopperCo Administration Group entity, are: + whether it would be in creditors‟ interests for it to execute a DOCA, if one has been proposed; + whether it would be in the creditors‟ interests for its administration to end; and + whether it would be in the creditors‟ interests for it to be wound up. In addition, creditors are entitled to adjourn the meeting of each CopperCo Administration Group entity for up to 45 business days. Our opinions on the above matters are as follows: 9.1 CopperCo Companies 9.1.1 Deed of Company Arrangement A DOCA represents an agreement between the creditors of the company on, amongst other things, the extent to which the company will be released from or given a moratorium for the payment of its debts. As there is no DOCA currently proposed for the CopperCo Companies, this option is not available to creditors of the CopperCo Companies. 9.1.2 Administration to end Creditors may resolve that the administration of a company should come to an end, following which, control of the relevant company will be returned to its directors. For the CopperCo Companies there is no justification for this course. It is clear that all of the CopperCo Companies are insolvent and it would not be appropriate for any of them to return to the control of the Directors. Accordingly, in our opinion it is not in the interests of creditors to end the administrations. 9.1.3 The companies to be wound up Introduction If a company is insolvent and there is no DOCA proposal, the Administrators‟ opinion must inevitably be that it is in the interests of creditors that it be wound up. Returns in liquidation scenario Until the full extent of the Receivership liabilities have been determined and any claim against the escrow funds under the Asset Sale Agreement relating to environmental cleanup costs has been made by the purchaser of the LAO assets, and the Receivership has been completed, it is not possible to estimate the extent, if any, of surplus funds available to each of the CopperCo Companies. Therefore, it is not possible to provide creditors any estimate of expected returns from any of the CopperCo Companies that will be wound up 9.2 MinSec Companies 9.2.1 Deed of Company Arrangement We have set out the terms of the proposed DOCA and our reasons for recommending acceptance by creditors at the meetings to be held on 24 June 2009 in section 8 of this Report.

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9.2.2 Administration to end

Creditors may resolve that the administration of a company should come to an end, following which, control of the relevant company will be returned to its directors. For the MinSec Companies there is no justification for this course. It is clear that all of the MinSec Companies are insolvent and it would not be appropriate for any of them to return to the control of the Directors. Accordingly, in our opinion it is not in the interests of creditors to end the administrations. 9.2.3 The companies to be wound up The proposed DOCA will result in external creditors of the MinSec Companies likely receiving a return of 100 cents in the dollar, subject to further claims from creditors, particularly a claim from the landlord of MinSec Ops‟ head office whose claim is not quantifiable at this stage. There is a significant degree of uncertainty in relation to the return otherwise available from a liquidation of the MinSec Companies. If creditors chose to liquidate the MinSec Companies, the Receivers and Managers would need to recommence a sale process for MinSec‟s investments. In view of the complex corporate structure of the MinSec Group, the process would have a long time horizon and a high degree of uncertainty. Accordingly, in our opinion, it is not in creditors‟ interests that the MinSec companies be wound up.

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10 Recommendations 10.1 CopperCo Companies As there is no proposed DOCA and each of the five companies are insolvent, we recommend that the companies be wound up. 10.2 MinSec Companies We recommend creditors of each of the four companies accept the proposed DOCA as set out in section 8 of this report

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11 Administrators’ remuneration An Administrator‟s remuneration can only be fixed by resolution of a committee of creditors, the company‟s creditors or by application to the Court. In accordance with Section 449E of the Act and the IPA Code of Professional Practice, a Schedule of Remuneration Methods and Hourly Rates was provided to you with our initial communication and tabled at the first creditors meeting. 11.1 Approval sought for work completed At the meeting of creditors to be held on 24 June 2009, we will be seeking approval of the Administrators‟ remuneration as follows:

Administrators' Remuneration for the period 26/27 November 2009 to 5 June 2009 For the period Amount ($) CopperCo 26 November 2008 to 5 June 2009 109,184.80 CQO 26 November 2008 to 5 June 2009 4,651.15 Lady Annie 26 November 2008 to 5 June 2009 4,651.15 LAO 26 November 2008 to 5 June 2009 63,696.40 Savannah 26 November 2008 to 5 June 2009 4,651.15 MinSec Ops 27 November 2008 to 5 June 2009 45,472.90 MinSec Holdings 27 November 2008 to 5 June 2009 5,029.15 Platmin Holdings 27 November 2008 to 5 June 2009 4,630.15 Kadina 27 November 2008 to 5 June 2009 4,630.15 Total Administrators' Remuneration 246,597.00 This remuneration has been calculated in accordance with the Schedule of Remuneration Methods and Hourly Rates previously provided in these administrations. Details of the remuneration for which approval is sought is included as Appendix 6. We note that at the beginning of the Administrations, Macquarie provided an indemnity for the Administrator‟s remuneration as follows:  $90,000 for CopperCo; and  $10,000 for MinSec Ops. These funds have not been drawn as we have not obtained approval from creditors for our remuneration in relation to any of the companies in the CopperCo Administration Group. If the above remuneration is approved by creditors at the meeting on 24 June 2009, these funds will be used to pay part of the remuneration owed to the Administrators. At the meeting, we will also be seeking approval of the Administrators‟ Remuneration for the period 6 June 2009 to 23 June 2009 to be capped as follows:

Administrators' Remuneration for the period 6 June 2009 to 23 June 2009 $ CopperCo 30,000 CQO 1,000 Lady Annie 1,000 LAO 25,000 Savannah 1,000 MinSec Ops 30,000 MinSec Holdings 1,000 Platmin Holdings 1,000 Kadina 1,000 Total Administrators' Remuneration 91,000 Details of this remuneration will be provided at the meeting.

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11.2 Remuneration previously approved No remuneration has previously been approved in these administrations. 11.3 Disbursements Disbursements include costs incurred on behalf of the company in the course of conducting the administration. Disbursements may be paid directly from the administration bank account. Other disbursements are paid for by the Administrators and are recovered from the administration bank account. Disbursements of this nature are as follows:

Administrators' Disbursements $ CopperCo 3,255.51 CQO 1,050.10 Lady Annie 1,050.10 LAO 1,050.10 Savannah 1,050.10 MinSec Ops 1,050.10 MinSec Holdings 1,050.10 Platmin Holdings 1,050.10 Kadina 1,050.10 Total Administrators' Disbursements 11,656.31 Full details of the disbursements are set out in Appendix 6. 11.4 Future fees 11.4.1 CopperCo and LAO At the meeting of creditors, we will be seeking creditors‟ approval to appoint a Committee of Inspection for CopperCo and LAO with the power to approve the Liquidators‟ Remuneration. 11.4.2 CQO, Lady Annie and Platmin Holdings At the meeting of creditors, we will be seeking approval of Liquidators‟ Remuneration to be capped as follows:

Liquidators' Remuneration $ CQO 10,000 Lady Annie 10,000 Savannah 10,000 Total Liquidators' Remuneration 30,000 11.4.3 MinSec Companies At this stage, the quantum of the Trustees‟ total fees to complete the Creditors‟ Trust is uncertain. Accordingly, at the meeting of creditors, we will be seeking creditor‟s approval to appoint a Committee of Creditors for the MinSec Companies‟ Creditors‟ Trust. The Creditors‟ Trust Deed will provide the Committee with the power to approve the Trustee‟s Remuneration. This process will be consistent with the provisions for the approval of a Deed Administrator‟s fees for a DOCA under the Act.

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11.5 Creditor Information Sheet The IPA has issued an “Approving remuneration in external administrations” information sheet providing general information for creditors on the approval of an administrator‟s fees in a liquidation, a voluntary administration or a deed of company arrangement. This information sheet is available from the IPA website (www.ipaa.com.au). If you are unable to access this website, please contact Lisa Jenner on (08) 6363 7608 to obtain a copy.

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12 Summary Receipts and Payments To date, there have been no receipts or payments to or from the administration bank account.

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13 Committee of creditors/inspection The committee of creditors appointed at the first meeting of creditors automatically ceases to have effect upon the resolution by creditors at the meeting on 24 June 2009 that the company is wound up, executes a DOCA or that the administration should end. In the event that creditors resolve that the company execute a DOCA or that the company be wound up, then the Act provides that a committee of creditors/inspection may be formed. In both circumstances, a Committee may be useful to provide the administrator (or trustee where a creditors‟ trust is established) or liquidator with a sounding board as to likely creditor views, and in approving any matters which require authorisation by the committee, creditors or the Court. At the second meeting, detailed below, creditors will be invited to consider whether a Committee should be formed, and if so, to nominate members. In particular, we will be seeking creditors‟ approval to appoint:  a committee of inspection for both LAO and CopperCo; and  a committee of creditors for the MinSec Companies‟ Creditors‟ Trust Deed.

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14 Creditor meeting details The second statutory meeting of creditors has been convened to be held on 24 June 2009. Please see the enclosed Notice of Meeting (Form 529) for details of the venues and times. Creditors who have already lodged a proof of debt do not need to complete a new proof. Under the Act, the proxy forms lodged by creditors for the first meeting cannot be used for the second meeting. Accordingly, creditors who are unable to attend the meeting and wish to be represented should ensure that either a proxy form, power of attorney or evidence of appointment of a company representative is completed. Documents may be lodged with me prior to the meeting or may be brought to the meeting. Creditors who require further details should please contact Lisa Jenner of this office on (08) 6363 7608.

Shaun Fraser Administrator

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Appendix 1

Structure of the Merged Group

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Legend Ordinary Shares CopperCo Ltd Group structure merg er sequence Australia Ordinary shares to KSL, JCM, BR, PP, Danae Group be redeemed Name of company RB (CS-PH) April 2006: Merger of Company officers Country of incorporation Preference Shares Danae, Buka and [Minsec Directors] Scarborough Groups Buka Group BR: Brian Rear Activities (Geography) Options 100% CP: Christos Papandreou Stock Exchange Listings 100% 100% 4.8% 1.8% Scarborough CopperCo Minerals DE: Dennis Evans CopperCo Universal Resources Stirling Resources Ltd Minerals Group Mineral Securities Ltd Pty Ltd DH: David Hillier Queensland Ltd Australia BVI Australia JCM: Hon John Colinton Moore AO Operations Pty Ltd Australia Copper/Zircon/Coal/ July 2007: merger KSL, DH (CS - DH) KSL, JCM, BR, PP, JMA: Jamie M Armes Minsec Group Australia Copper/Gold Gold/Iron ore with Minsec Group Holding Company RB (CS-PH) KM: Kwape Mmela CopperCo Group KSL, JCM, BR, PP, (Australia) (Australia) KR: Kenneth Rogers RB (CS-PH) ASX: URL ASX: SRE August 2008: Merger KSL: Keith Stuart Liddell CopperCo Group MAB: Mike Andrew Bohm with CopperCo Group 100% MSCD: MS Corporate Director Limted 100% 100% 100% 100% 100% Savannah Millennium Minerals MSCS: MS Corporate Secretary Limited Copperwell Pty Ltd Lady Annie Pty Ltd Minsec Investments Resources Pty Ltd Lady Annie Operations Pty Ltd NP: Nickolaos Petsas Australia Australia (BVI) Ltd Australia Operations Pty Ltd Australia PH: Phillip Hartog (formerly Reefway Pty Ltd) KSL, JCM, BR, PP, KSL, JCM, BR, PP, BVI KSL, JCM, BR, PP, PP: Peter Patrekios KSL, JCM, BR, PP, Australia KSL, JCM, RB (CS-PH) RB (CS-PH) KSL DH (CS - Codan RB (CS-PH) RB: Richard Basham RB BR, PP, RB (CS-PH) Management) SKR: Shuang Kui Ren

Holding Company VK: Vassiliki Kotsanis

ZM: Zollie T Magugu 100% 100% 100% 49% 51% Mt Kelly West Mt Kelly Lady Annie sub Laverton Downs JV etc etc lease etc etc

100% 100% 100% Minsec Investment Mineral Securities Mineral Securities Holdings (BVI) Limited Investments (UK) Ltd BVI (formerly Scarborough (Australia) Pty Ltd Minerals Plc) DH KSL (CS-Codan Australia UK Management) KSL, BR KSL, DH, CS-MSCS Scarborough Group Holding company (CS – BR) Holding/Mgt

13% 33% Holding Company 100% 100% 100% 100% 100% 100% Buka Minerals Pty Herencia Scarborough Scarborough Mineral Securities Ltd Danae Resources Resources plc Minerals Overseas Minerals (Australia) MS Corporate Operations Ltd Australia Pty Ltd UK Holdings Ltd Pty Ltd Director Ltd Australia KSL, BR (CS - BR) Australia MAB UK Australia UK KSL BR JCM (CS-BR) Holding & KSL, BR (CS - BR) Zinc/Lead (Chile) MSCD (CS-MSCS) KSL, BR (CS – BR) KSL DH (CS-MSCS) Holding & Management Management Holding Company AIM: HER Holding Company SCRB ASX Agent Group Admin

Mineral Securities 100% 100% 47.3% 100% 100% 100% (China) Pty Ltd 0.3% 25.2% 100% 0.8% 9.5% 0.14% 0.14% Buka Technologies 100% Platmin Holdings Australia Mineral Securities Kadina Pty Ltd Buka Gold Ltd 100% 100% Scarborough 100% 83.3% Tianshan Pty Ltd Minerals MS Corporate Pty Ltd BR, JCM (CS – BR) Holdings Pty Ltd Australia Australia Manor Resources Multiplex Goldfields Ltd CopperCo Ltd Australia International BV Scarborough NL Secretary Ltd Australia China Rep Office Mineral Securities Australia KSL BR (CS–BR) DH NL Development Australia Australia KSL BR (CS - BR) Netherlands Australia UK KSL BR (CS - BR) (SA) P/L KSL JCM BR (CS- Holding Company Gold (Australia) Australia Zarmitan Ltd KSL KSL JCM (MGB) Dormant Paninvest KSL BR (CS-BR) MSCD (CS-DH) Holding Company South Africa BR) ASX: BKG KSL, BR (CS - BR) UK Gold (China) Activity Holding Company Dormant Royalty Holding Company KSL, DE, ZM, KM Holding Company Dormant MSCD (CS-MSCS) ASX & AIM: TGF ASX: CUO Group Admin Dormant 100% 100% Admin

1% Buka Minerals Gympie Eldorado 100% 100% Lithic Metals plc 100% (Lady Loretta No.2) Mining Pty Ltd 15% 100% 100% 100% UK Pty Ltd Australia Greenwich Scarborough Allied Mining Pty Ltd Czech Republic Nickel/Uranium Australia [Directors] Multiplex Resources Zarmitan Branch Resources (CR) Minerals (Finance) Cuesta Resources Australia Branch (Zambia/ KSL, BR (CS - BR) Exploration & Mining (Kazakhstan) Ltd [Officers] Czech Republic Ltd (BVI) Ltd KSL, BR (CS - BR) [Officers] Mozambique) Activity # + UK Exploration & Mining [Directors?] UK Mineral Securities BVI Dormant Dormant 2.3% Mineral Securities Dormant MSCD (CS-MSCS) 0.3% 2.8% G2o0ld%en Sea Ltd 100% AIM: LMY 25% 100% MAB (NK) Pty Ltd KSL, JMA Hong Kong Copper(Kazakhstan) Finance Australia Holding Co. Dormant Platmin Ltd KSL, MAB, SKR (CS Lady Loretta JV Gympie KSL, BR (CS - BR) 1% 100% 100% Canada – First Island) 100% Australia Australia ?% Holding Co. 100% 9.5% KSL 100% Xstrata 75% Gold PGE (South Africa) Unity Power Plc* Goodwest Zinc (Australia) Kyprou Gold Ltd Chaarat Gold Kazakhstan Branch Zarmitan Andalucian Mineral TSX & AIM: PPN Algarrobo Holdings UK Investments Pty Ltd UK Holdings Ltd (BVI) Ltd Coal (UK) Australia [Officers] Uzbekistan MSCD, CS-MSCS Services Ltd BVI Shandong Yantai Mineral Securities BVI Unlisted KSL, BR (CS - BR) Exploration & Mining Gold Holding Company UK [Directors] Gol7d5e%n Sea Mining Hong Kon8g8 %(NK) Ltd KSL, JMA Dormant MSCD, CS-MSCS Gold (Kyrgyzstan) Co.Ltd Hong Kong Holding Co. Dormant Dormant AIM: CGM China KSL (CS – First

[Directors] Island) 100% Activity Dormant 100% 100% 100% 0.5% Australis Buka Group Australian 100% Baobab Resources Exploration Pty Ltd Thrace Investments Ferroalloys Pty Ltd Vostok Plc* Australia BV Australia Kazakhstan UK KSL, BR (CS–BR) Netherlands Sierra Minerals Ltd 100%Q ixia KSL, BR (CS - BR) Vale (CVRD) 85% Copper/Gold Tenements Paninvest UK China Dormant Copper (Mozambique) (Australia) Holding Company MSCD (CS-MSCS) Earning 75% AIM: BAO Holding Company Gold

34.4% 0.7% Tenements Corvette Resources 51% 49% 100% Ltd Zaraiya Holdings Australia Thrace Minerals SA† Australia Danae Group Sierra Explorationes UK Exploration Greece [None] SA Uranium DH NP VK CP (CS- Mineral Sands/Gold Chile (Mongolia) VK) (Australia) [Directors] Unlisted Gold (Greece) ASX: COV Dormant

40.1% 4.3% 100% Minsec Group Zambezi Resources Niplats Australia Ltd plc Australia Sappes UK [Directors] Greece Copper/Gold Vanadium/Platinum/ Gold (Zambia) Gold (Australia)

AIM: ZRL ASX: NIP

Speewah Mining Pty Ltd Australia [Directors] Activity

For all CopperCo companies the * : sold, pending transfer † : the legal name in Greece is directors are Brian Rear, Keith „Thrace Minerals Societe Anonyme Liddell, John Moore, Peter Mining Exploration and Expolitation, Patriekeos and Richard Basham. Industrial, Shipping and Commerical Company‟ and the trading name in Greece is „Thrace Minerals Exploration and Mining SA‟ Last updated 11 June 2009

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Appendix 2

Summary of statutory and financial information

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Appendix 2A CopperCo Background and statutory information Company CopperCo Ltd (Receivers and Managers Appointed) (Administrators Appointed) Incorporation date 29 May 1959 ACN 044 434 904 ABN 99 004 434 904 Former names Avon Resources Pty Ltd Triton Corporation Limited Triton Resources Limited BMA International Limited Buildmat (Australia) Limited Towarnie Minerals Limited Towarnie Limited Simalex Limited Simalex Proprietary Limited Simalex Holdings Proprietary Limited Directors Keith Stuart Liddell (Appointed 08/03/2002) Richard John Basham (Appointed 08/05/2002) Brian James Rear (Appointed 16/06/2004) Peter John Patrikeos (Appointed 22/11/2006) John Colinton Moore (Appointed 22/11/2006) Secretary Phillipus Willem Hartog (Appointed 01/12/2004) Registered charges Macquarie Bank Limited (2 Fixed and Floating Charges) Macquarie Bank Limited (Floating Charge) Principal place of business Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Registered office Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Charges Summarised below are the current registered charges held over the whole and/or part of the assets and undertakings of the CopperCo Companies, as extracted from ASIC‟s records:

Date Date Charge CopperCo Lady Annie Charge Registere CopperCo Queensland Lady Annie Operations Savannah Resources Created d Type Ltd Operations Pty Ltd Pty Ltd Pty Ltd Pty Ltd 06-Feb-07 07-Feb-07 Fixed and Floating Satisfied MB MB Satisfied Satisfied 14-May-07 16-May-07 Fixed and Floating MB MB & IGRL MB MB MB & IGRL 14-May-07 16-May-07 Floating MB MB & IGRL MB - Macquarie Bank Limited IGRL - International Goldfields (Romania) Limited

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Financial performance Trading performance

CopperCo - Statement of Financial Performance 30/6/2006 30/6/2007 30/6/2008 $'000 $'000 $'000 Revenue 348 - 2,000 Gross profit 348 - 2,000

Other income - 1,840 357

Expenses Selling and marketing expenses - - Finance costs (1,945) (6,007) (187) Administration expenses (2,523) (5,658) (7,053) Other expenses (1,653) (78,471) (2,287) Profit/(loss) before income tax (5,773) (88,296) (7,170)

Source: Annual reports Key points:  Revenue for FY2008 was derived from management fees from LAO.  Other expenses for FY2007 included: - a write down of loans of $62.2 million; and - diminution of value of investments of $14.7 million. Financial position

CopperCo- Statement of Financial Position 30/6/2006 30/6/2007 30/6/2008 $'000 $'000 $'000 Current assets 41,495 11,244 4,960 Current liabilities (13,939) (15,476) (6,776) Net working capital 27,556 (4,232) (1,816)

Non-current assets 53,734 39,228 68,517 Non-current liabilities (3,500) - - Net Assets 77,790 34,996 66,701

Source: Annual reports Key points  The majority of CopperCo‟s non-current assets were loans to related entities.  The majority of CopperCo‟s current liabilities for FY2008 was a liability resulting from the acquisition of a right to shares under an Option Agreement with Zambezi Resources.  The non-current liabilities were repaid in FY2007 by the transfer of shares in Universal Resources Limited and the issue of CopperCo shares.

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RATA Report as to Affairs - CopperCo

Report as to Affairs Administrators' estimate Book Value ERV Low High $'000 $'000 $'000 $'000 Assets Interest in land - - - - Debtors 4,057 4,057 Subject to receivership Cash on Hand 2 2 Subject to receivership Cash at Bank 18 18 Subject to receivership Stock - - - - Work in Progress - - - - Plant and Equipment - - - - Other Assets 15,074 - Subject to receivership Assets subject to specific charges 198,359 1,494 Subject to receivership Less Amounts owing under Specific Charge (90,885) (90,885) (90,885) (90,885) Contingent Assets 300 300 - - Total Assets 126,925 (85,014) (90,885) (90,885)

Liabilities Secured Creditors - - - - Employee entitlements (1,246) (1,246) (1,246) (1,246) Unsecured Creditors (6,146) (6,146) (6,146) (6,146) Contingent Creditors (431) (431) (431) (431) Total Liabilities (7,823) (7,823) (7,823) (7,823)

Estimated surplus/deficiency 119,102 (92,837) (98,708) (98,708)

*Some values have not been disclosed due to the ongoing sale process and the need to preserve confidentiality. ** Prior to the cost of the administration.

Source: Directors' Report as to Affairs and Administrators' investigations Debtors Debtors are made up as follows: Book Value ERV $'000 $'000 Related parties 275 275 ATO 3,732 3,732 Other 50 50 Total 4,057 4,057 The directors believe that the debtors are fully recoverable. Other Assets Other assets are made up of a deferred tax asset which is not realisable.

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Assets subject to specific charges

Assets subject to specific charges is made up as follows:

Book Value ERV $'000 $'000 Exploration tenements 4,860 424 Security deposits 624 624 Intercompany loans 41,249 - Investment in Mineral Securities Ltd 150,138 Uncertain Other investments 672 446 Plant and equipment 816 Unknown Total 198,359 1,494 Contingent assets Contingent assets refer to a contract settlement with Rydan Construction. Employee entitlements Employee entitlements are made up as follows: Book Value ERV $'000 $'000 Wages 70 70 Annual leave 318 318 Long service leave 72 72 Redundancy 732 732 Superannuation 54 54 Total 1,246 1,246 Contingent creditors Contingent creditors represent tenement expenditure commitment for the next year.

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Appendix 2B CQO Background and statutory information Company CopperCo Queensland Operations Pty Ltd (Receivers and Managers Appointed) (Administrators Appointed) Incorporation date 24 July 2006 ACN 120 883 285 ABN N/A Former names No former names Directors Richard John Basham (Appointed 24/07/2006) Keith Stuart Liddell (Appointed 24/07/2006) Brian James Rear (Appointed 24/07/2006) Peter Patrikeos (Appointed 22/11/2006) John Colinton Moore (Appointed 22/11/2006) Secretary Phillipus Willem Hartog (Appointed 24/07/2006) Registered charges Macquarie Bank Limited (2 Fixed and Floating Charges) Macquarie Bank Limited (Floating Charge) Shareholders CopperCo Limited (100% shareholder) Principal place of business Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Registered office Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Charges Refer to table of charges for the CopperCo Companies in Appendix 2A. Financial performance Separate financial statements were not prepared for CQO as its only asset was investments in subsidiaries.

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RATA Report as to Affairs - CQO

Report as to Affairs Administrators' estimate Book Value ERV Low High $'000 $'000 $'000 $'000 Assets Interest in land - - - - Debtors - - - - Cash on Hand - - - - Cash at Bank - - - - Stock - - - - Work in Progress - - - - Plant and Equipment - - - - Other Assets - - - - Assets subject to specific charges 4,937 - Subject to receivership Less Amounts owing under Specific Charge (90,885) (90,885) (90,885) (90,885) Contingent Assets - - - - Total Assets (85,948) (90,885) (90,885) (90,885)

Liabilities Secured Creditors - - - - Employee entitlements - - - - Unsecured Creditors - - - - Contingent Creditors - - - - Total Liabilities - - - -

Estimated surplus/deficiency (85,948) (90,885) (90,885) (90,885)

*Some values have not been disclosed due to the ongoing sale process and the need to preserve confidentiality. ** Prior to the cost of the administration.

Source: Directors' Report as to Affairs and Administrators' investigations Assets subject to specific charges CQO‟s only asset was its investments in subsidiaries, which have no realisable value.

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Appendix 2C Lady Annie Background and statutory information Company Lady Annie Pty Ltd (Receivers and Managers Appointed) (Administrators Appointed) Incorporation date 12 March 1996 ACN 073 222 045 ABN 81 073 222 045 Former names Buka Minerals (Lady Loretta) Pty Limited Directors Brian James Rear (Appointed 28/09/2004) Keith Stuart Liddell (Appointed 28/09/2004) Richard John Basham (Appointed 28/09/2004) Peter Patrikeos (Appointed 22/11/2006) John Colinton Moore (Appointed 22/11/2006) Secretary Phillips Willem Hartog (Appointed 01/12/2004) Registered charges Macquarie Bank Limited (2 Fixed and Floating Charges) Shareholders CopperCo Queensland Operations Pty Ltd (100% shareholder) Principal place of business Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Registered office Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Charges Refer to table of charges for the CopperCo Companies in Appendix 2A. Financial performance Separate financial statements were not prepared for Lady Annie as it only carried out exploration activities.

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RATA Report as to Affairs - Lady Annie

Report as to Affairs Administrators' estimate Book Value ERV Low High $'000 $'000 $'000 $'000 Assets Interest in land - - - - Debtors - - - - Cash on Hand - - - - Cash at Bank - - - - Stock - - - - Work in Progress - - - - Plant and Equipment - - - - Other Assets - - - - Assets subject to specific charges 1,764 - Subject to receivership Less Amounts owing under Specific Charge (90,885) (90,885) (90,885) (90,885) Contingent Assets - - - - Total Assets (89,121) (90,885) (90,885) (90,885)

Liabilities Secured Creditors - - - - Employee entitlements - - - - Unsecured Creditors - - - - Contingent Creditors (141) (141) (141) (141) Total Liabilities (141) (141) (141) (141)

Estimated surplus/deficiency (89,262) (91,026) (91,026) (91,026)

*Some values have not been disclosed due to the ongoing sale process and the need to preserve confidentiality. ** Prior to the cost of the administration.

Source: Directors' Report as to Affairs and Administrators' investigations Assets subject to specific charges Lady Annie‟s assets are made up as follows: Book Value ERV $'000 $'000 Intercompany loans 1,089 - Deferred tax assets 45 - Exploration expenditure 629 - Total 1,764 - These assets have no realisable value. Contingent creditors Contingent creditors represent tenement expenditure commitment for the next year.

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Appendix 2D LAO Background and statutory information Company Lady Annie Operations Ltd (Receivers and Managers Appointed) (Administrators Appointed) Incorporation date 7 November 1996 ACN 076 289 097 ABN 47 0076 289 097 Former names Reefway Pty Ltd Directors Brian James Rear (Appointed 28/09/2004) Keith Stuart Liddell (Appointed 28/09/2004) Richard John Basham (Appointed 28/09/2004) Peter Patrikeos (Appointed 22/11/2006) Hon John Colinton Moore AO (Appointed 22/11/2006) Secretary Phillips Willem Hartog (Appointed 01/12/2004) Registered charges Macquarie Bank Limited (2 Fixed and Floating Charges) Shareholders CopperCo Queensland Operations Pty Ltd (100% shareholder) Principal place of business Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Registered office Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Charges Refer to table of charges for the CopperCo Companies in Appendix 2A. Financial performance Recent trading performance Lady Annie - Statement of Financial Performance 31/7/2008 31/8/2008 30/9/2008 31/10/2008 $'000 $'000 $'000 $'000 Copper sales 7,009 10,556 8,678 5,545 Selling marketing expenses (343) (354) (320) (366) Net revenue 6,666 10,202 8,358 5,179

Cash cost of production (3,001) (4,131) (6,833) (4,122) Depreciation and amoritisation (1,719) (1,957) (1,838) (1,983) Royalty expense (243) (413) (320) (262) (4,963) (6,501) (8,991) (6,367) Gross profit/(loss) 1,703 3,701 (633) (1,188) Other revenue/(expenses) (1,625) (1,911) (2,197) (1,944) Net operatig profit/(loss) before tax 78 1,790 (2,830) (3,132)

Source: Board reports

As stated in section 6.2.2, sales were well below forecast, particularly in September and October 2008, due to the reduced copper price and volume produced. This caused LAO to have operating losses from September 2008.

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Financial position

Separate Balance Sheets were not prepared for LAO. However, as noted in section 4.3.1, the trading assets and liabilities of the CopperCo Group sat in LAO. RATA

Report as to Affairs - LAO

Report as to Affairs Administrators' estimate Book Value ERV Low High $'000 $'000 $'000 $'000 Assets Interest in land - - - - Debtors 1,549 1,549 Subject to receivership Cash on Hand - - - - Cash at Bank (16) (16) Subject to receivership Stock 1,378 Unknown Subject to receivership Work in Progress 27,988 Unknown Subject to receivership Plant and Equipment 175,703 Unknown Subject to receivership Other Assets 17,095 20 Subject to receivership Assets subject to specific charges 158,608 76,663 Subject to receivership Less Amounts owing under Specific Charge (90,885) (90,885) (90,885) (90,885) Contingent Assets - - - - Total Assets 291,420 (12,669) (90,885) (90,885)

Liabilities Secured Creditors - - - - Employee entitlements (1,469) (1,469) (1,469) (1,469) Priority Creditors (93) (93) (93) (93) Unsecured Creditors (167,454) (65,544) (167,454) (65,544) Contingent Creditors (15,194) (15,194) (15,194) (15,194) Total Liabilities (184,210) (82,300) (184,210) (82,300)

Estimated surplus/deficiency 107,210 (94,969) (275,095) (173,185)

*Some values have not been disclosed due to the ongoing sale process and the need to preserve confidentiality. ** Prior to the cost of the administration.

Source: Directors' Report as to Affairs and Administrators' investigations Debtors Debtors are made up as follows: Book Value ERV $'000 $'000 Hedge Settlement 1,476 1,476 Other 73 73 Total 1,549 1,549 The directors believe that the debtors are fully recoverable.

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Stock

Stock is made up as follows:

Book Value ERV $'000 $'000 Critical Spares Inventory 48 Unknown Consignment Stock (39) Unknown Stock on hand 1,369 Unknown Total 1,378 Unknown

Work in Progress Work in Progress is made up as follows: Book Value ERV $'000 $'000 Inventory - ROM 639 Unknown Inventory - CIC 26,298 Unknown Copper Stock 1,051 Unknown Total 27,988 Unknown

Plant and equipment Plant and equipment is made up as follows:

Book Value ERV $'000 $'000 General Capital 4,089 Unknown Original Project 116,951 Unknown Expansion and Water Project 44,481 Unknown Minor Capital - Development and Original Project 10,182 Unknown Total 175,703 Unknown Other Assets Other assets are made up as follows: Book Value ERV $'000 $'000 Security Deposit 20 20 Deferred Tax Asset 17,075 - Total 17,095 20 Assets subject to specific charges Assets subject to specific charges is made up as follows: Book Value ERV $'000 $'000 Developed expenditure 23,842 - Tenements 8,198 3,187 Tenements 6,433 Unknown Hedge settlement 1,476 1,476 Mine development costs 39,422 - Evaluation costs 166 - Rehabilitation asset 7,071 - Hedged asset 72,000 72,000 Total 158,608 76,663

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Employee entitlements

Employee entitlements are made up as follows:

Book Value ERV $'000 $'000 Wages 158 158 Annual leave 1,022 1,022 Long service leave 14 14 Redundancy - - Superannuation 275 275 Total 1,469 1,469

Priority creditors Priority creditors represent security deposits. Unsecured creditors Unsecured creditors are made up as follows: Book Value ERV $'000 $'000 Trade creditors 19,659 19,659 Goods received not invoiced 1,271 1,271 Accruals 15,546 15,546 Intercompany payable 101,910 - Other intercompany debts 4,000 4,000 Off-take agreement 16,845 16,845 Provision for rehabilitation 8,223 8,223 Total 167,454 65,544 Contingent creditors Contingent creditors are made up as follows: Book Value ERV $'000 $'000 Exploaration expenditure commitments 2,645 2,645 Leasing commitments 12,404 12,404 Royalty 145 145 Total 15,194 15,194

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Appendix 2E Savannah Background and statutory information Company Savannah Resources Pty Ltd (Receivers and Managers Appointed) (Administrators Appointed) Incorporation date 28 March 2001 ACN 096 358 735 ABN 20 096 358 735 Former names No former names Directors Keith Stuart Liddell (Appointed 27/09/2004) Richard John Basham (Appointed 27/09/2004) Brian James Rear (Appointed 27/09/2004) Peter Patrikeos (Appointed 22/11/2006) Hon John Colinton Moore AO (Appointed 22/11/2006) Secretary Phillipus Willem Hartog (Appointed 01/12/2004) Registered charges Macquarie Bank Limited (2 Fixed and Floating Charges) Shareholders CopperCo Queensland Operations Pty Ltd (100% shareholder) Principal place of business Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Registered office Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Charges Refer to table of charges for the CopperCo Companies in Appendix 2A. Financial performance Separate financial statements were not prepared for Savannah as it only owned tenements.

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RATA Report as to Affairs - Savannah

Report as to Affairs Administrators' estimate Book Value ERV Low High $'000 $'000 $'000 $'000 Assets Interest in land - - - - Debtors - - - - Cash on Hand - - - - Cash at Bank - - - - Stock - - - - Work in Progress - - - - Plant and Equipment - - - - Other Assets - - - - Assets subject to specific charges 5,548 971 Subject to receivership Less Amounts owing under Specific Charge (90,885) (90,885) (90,885) (90,885) Contingent Assets - - - - Total Assets (85,337) (89,914) (90,885) (90,885)

Liabilities Secured Creditors - - - - Employee entitlements - - - - Unsecured Creditors - - - - Contingent Creditors (465) (465) (465) (465) Total Liabilities (465) (465) (465) (465)

Estimated surplus/deficiency (85,802) (90,379) (91,350) (91,350)

*Some values have not been disclosed due to the ongoing sale process and the need to preserve confidentiality. ** Prior to the cost of the administration.

Source: Directors' Report as to Affairs and Administrators' investigations

Assets subject to specific charges Assets subject to specific charges is made up as follows: Book Value ERV $'000 $'000 Security deposit exploration 3 3 Exploration tenements 5,545 968 Total 5,548 971 Contingent creditors Contingent creditors represent tenement expenditure commitment for the next year.

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Appendix 2F MinSec Ops Background and statutory information Company Mineral Securities Operations Ltd (Receivers and Managers Appointed) (Administrators Appointed) Incorporation date 16 February 2000 ACN 091 158 593 ABN 39 091 158 593 Former names Mineral Securities Limited Australian Heritage Group Limited Directors John Colinton Moore (Appointed 22/11/2001) Keith Stuart Liddell (Appointed 08/12/2003) Michael Andrew Bohm (Appointed 04/02/2008) Jamie Michael Armes (Appointed 04/02/2008) Secretary Jamie Michael Armes (Appointed 15/03/2005) Registered charges Macquarie Bank Limited (3 Fixed Charges) Macquarie Bank Limited (2 Fixed and Floating Charges) Principal place of business Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Registered office Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Charges Summarised below are the current registered charges held over the whole and/or part of the assets and undertakings of the MinSec Companies, as extracted from ASIC‟s records:

Mineral Date Charge Date Charge Securities Mineral Securities Platmin Holdings Kadina Pty. Created Registered Type Operations Ltd Holdings Pty Ltd Pty Ltd Ltd 06-Jun-08 09-Jun-08 Fixed  24-Jan-07 29-Jan-07 Fixed and Floating    24-Jan-07 29-Jan-07 Fixed   20-Dec-07 20-Dec-07 Fixed and Floating    20-Dec-07 20-Dec-07 Fixed    20-Dec-07 20-Dec-07 Fixed  Secured Party/s All Macquarie Macquarie Bank & Bank & Dempsey All Macquarie Dempsey Resources Pty All Dempsey Resources Pty Bank & Dempsey Resources Pty Ltd Ltd Resources Pty Ltd Ltd Financial performance We have not been provided with separate financial statements for MinSec Ops.

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RATA Report as to Affairs - MinSec Ops

Report as to Affairs Administrators' estimate Book Value ERV Low High $'000 $'000 $'000 $'000 Assets Interest in land - - - - Debtors 66,520 470 Subject to receivership Cash on Hand 11 11 Subject to receivership Cash at Bank 955 955 Subject to receivership Stock - - - - Work in Progress - - - - Plant and Equipment - - - - Other Assets 670 670 Subject to receivership Assets subject to specific charges 23,543 12,601 Subject to receivership Less Amounts owing under Specific Charge (42,730) (42,730) (42,730) (42,730) Contingent Assets - - - - Total Assets 48,969 (28,023) (42,730) (42,730)

Liabilities Secured Creditors - - - - Employee entitlements (310) (310) (310) (310) Priority creditors (65) (65) (65) (65) Unsecured Creditors (21,354) (21,354) (21,354) (21,354) Contingent Creditors - - - - Total Liabilities (21,729) (21,729) (21,729) (21,729)

Estimated surplus/deficiency 27,240 (49,752) (64,459) (64,459)

*Some values have not been disclosed due to the ongoing sale process and the need to preserve confidentiality. ** Prior to the cost of the administration.

Source: Directors' Report as to Affairs and Administrators' investigations Debtors Assets subject to specific charges represents 10,171,264 shares held in Platmin. Book Value ERV $'000 $'000 Related parties 66,455 405 ATO 65 65 Total 66,520 470

Other assets Other assets are made up as follows: Book Value ERV $'000 $'000 Lease security bond 200 200 Investments 470 470 Total 670 670

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Assets subject to specific charges

Assets subject to specific charges are made up as follows:

Book Value ERV $'000 $'000 Investments 23,442 12,500 Furniture and fittings 44 44 Plant and equipment 57 57 Total 23,543 12,601 Employee entitlements Employee entitlements are made up as follows:

Book Value ERV $'000 $'000 Wages - - Annual leave 99 99 Long service leave - - Redundancy 195 195 Superannuation 16 16 Total 310 310 Priority creditors Priority creditors represent amounts owing for tax instalment deductions and prescribed payments tax. Unsecured creditors Unsecured creditors are made up as follows: Book Value ERV $'000 $'000 Trade creditors 253 253 Intercompany payable 21,101 21,101 Total 21,354 21,354

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Appendix 2G MinSec Holdings Background and statutory information Company Mineral Securities Holdings Pty Ltd (Receivers and Managers Appointed) (Administrators Appointed) Incorporation date 18 April 2000 ACN 092 525 614 ABN 81 092 525 614 Former names Mineral Securities Limited Australian Heritage Ventures Limited Directors John Colinton Moore (Appointed 12/01/2004) Keith Stuart Liddell (Appointed 09/07/2001) Michael Andrew Bohm (Appointed 04/02/2008) Jamie Michael Armes (Appointed 04/02/2008) Secretary James Michael Armes (Appointed 15/03/2005) Registered charges Esanda Finance Corporation Limited (Fixed Charge) Macquarie Bank Limited (2 Fixed and Floating Charges) Macquarie Bank Limited (2 Fixed Charges) Shareholders Mineral Securities Operations Limited (100% shareholder) Principal place of business Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Registered office Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Charges Refer to table of charges for the MinSec Companies in Appendix 2F. Financial performance We have not been provided with separate financial statements for MinSec Holdings.

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RATA Report as to Affairs - MinSec Holdings

Report as to Affairs Administrators' estimate Book Value ERV Low High $'000 $'000 $'000 $'000 Assets Interest in land - - - - Debtors 114 1 Subject to receivership Cash on Hand - - - - Cash at Bank 1 1 Subject to receivership Stock - - - - Work in Progress - - - - Plant and Equipment - - - - Other Assets 1,229 4,500 Subject to receivership Assets subject to specific charges 5,067 4,077 Subject to receivership Less Amounts owing under Specific Charge (42,730) (42,730) (42,730) (42,730) Contingent Assets - - - - Total Assets (36,319) (34,151) (42,730) (42,730)

Liabilities Secured Creditors - - - - Employee entitlements - - - - Unsecured Creditors (5,724) (5,724) (5,724) (5,724) Contingent Creditors - - - - Total Liabilities (5,724) (5,724) (5,724) (5,724)

Estimated surplus/deficiency (42,043) (39,875) (48,454) (48,454)

*Some values have not been disclosed due to the ongoing sale process and the need to preserve confidentiality. ** Prior to the cost of the administration.

Source: Directors' Report as to Affairs and Administrators' investigations

Debtors Debtors are made up as follows: Book Value ERV $'000 $'000 Related parties 113 - ATO 1 1 Total 114 1 Other assets Other assets represent investments in related entities.

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Assets subject to specific charges

Assets subject to specific charges is made up as follows:

Book Value ERV $'000 $'000 Investments 5,050 4,059 Plant and equipment 6 6 Leasehold improvements 11 11 Total 5,067 4,077

Unsecured creditors MinSec Holdings‟ unsecured creditors are loans from related entities.

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Appendix 2H Platmin Holdings Background and statutory information Company Platmin Holdings Pty Ltd (Receivers and Managers Appointed) (Administrators Appointed) Incorporation date 18 January 2006 ACN 117 927 965 ABN 50 117 927 965 Former names No former names Directors Keith Stuart Liddell (Appointed 18/01/2006) Michael Andrew Bohm (Appointed 04/02/2008) Jamie Michael Armes (Appointed 04/02/2008) Secretary Jamie Michael Armes (Appointed 18/01/2006) Registered charges Macquarie Bank Limited (2 Fixed and Floating Charges) Macquarie Bank Limited (Fixed Charge) Shareholders Mineral Securities Operations Limited (100% shareholder) Principal place of business Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Registered office Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Charges Refer to table of charges for the MinSec Companies in Appendix 2F. Financial performance We have not been provided with separate financial statements for Platmin Holdings.

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RATA Report as to Affairs - Platmin

Report as to Affairs Administrators' estimate Book Value ERV Low High $'000 $'000 $'000 $'000 Assets Interest in land - - - - Debtors - - - - Cash on Hand - - - - Cash at Bank - - - - Stock - - - - Work in Progress - - - - Plant and Equipment - - - - Other Assets - - - - Assets subject to specific charges 8,370 10,418 Subject to receivership Less Amounts owing under Specific Charge (42,730) (42,730) Contingent Assets - - - - Total Assets (34,360) (32,312) - -

Liabilities Secured Creditors - - Employee entitlements - - - - Unsecured Creditors (57,254) (57,254) Contingent Creditors - - - - Total Liabilities (57,254) (57,254) - -

Estimated surplus/deficiency (91,614) (89,566) - -

*Some values have not been disclosed due to the ongoing sale process and the need to preserve confidentiality. ** Prior to the cost of the administration.

Source: Directors' Report as to Affairs and Administrators' investigations Assets subject to specific charges Assets subject to specific charges represents 10,171,264 shares held in Platmin. Unsecured creditors Platmin Holdings‟ unsecured creditors are loans from related entities.

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Appendix 2I Kadina Background and statutory information Company Kadina Pty Ltd (Receivers and Managers Appointed) (Administrators Appointed) Incorporation date 17 October 1986 ACN 009 633 096 ABN 88 009 633 096 Former names No former names Directors Keith Stuart Liddell (Appointed 08/02/2008) Michael Andrew Bohm (Appointed 08/02/2008) Secretary Jamie Michael Armes (Appointed 08/02/2008) Registered charges Macquarie Bank Limited (Fixed Charge) Shareholders Buka Minerals Pty Ltd (100% shareholder) Principal place of business Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Registered office Level 22, Allendale Square, 77 St Georges Terrace, Perth WA 6000 Charges Refer to table of charges for the MinSec Companies in Appendix 2F. Financial performance We have not been provided with separate financial statements for Kadina.

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RATA Report as to Affairs - Kadina

Report as to Affairs Administrators' estimate Book Value ERV Low High $'000 $'000 $'000 $'000 Assets Interest in land - - - - Debtors 1,034 984 Subject to receivership Cash on Hand - - - - Cash at Bank - - - - Stock - - - - Work in Progress - - - - Plant and Equipment - - - - Other Assets - - - - Assets subject to specific charges - Unknown - - Less Amounts owing under Specific Charge (42,730) (42,730) (42,730) (42,730) Contingent Assets - - - - Total Assets (41,696) (41,746) (42,730) (42,730)

Liabilities Secured Creditors - - - - Employee entitlements - - - - Unsecured Creditors (7,129) (7,129) (7,129) (7,129) Contingent Creditors - - - - Total Liabilities (7,129) (7,129) (7,129) (7,129)

Estimated surplus/deficiency (48,825) (48,875) (49,859) (49,859)

*Some values have not been disclosed due to the ongoing sale process and the need to preserve confidentiality. ** Prior to the cost of the administration.

Source: Directors' Report as to Affairs and Administrators' investigations Debtors Debtors are made up as follows: Book Value ERV $'000 $'000 Related party 984 984 Other 50 - Total 1,034 984 Assets subject to specific charge Kadina holds 2 ordinary shares in Buka Minerals (Lady Loretta No. 2) Pty Ltd, which is a related entity. Unsecured creditors Kadina‟s unsecured creditors are related companies.

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Appendix 3

Intercompany loans

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 84

Creditor Other related entities not in Companies outside CopperCo Companies (In Administration) MinSec Companies (In Administration) MInSec (UK) Ltd group - Not in Administration Administration CopperCo group Buka Buka Goodwest Mineral Securities Lady MinSec Platmin Minerals Tehchnology Scarborough Scarborough Buka Denae Investments Investments Mineral Securities Debtor CopperCo LAO CQO Annie Savannah MinSec Ops Holdings Holdings Kadina Pty Ltd Pty Ltd Minerals plc Minerals plc Minerals Resources Pty Ltd (Australia) Pty Ltd Limited (London) CopperCo Companies CopperCo 220,603 (In Administration) LAO 101,908,762 1,272 2,040,000 800,000 1,200,000 2,000,000 CQO Lady Annie 1,089,305 Savannah 1,581,382 MinSec Companies MinSec Ops 53,561 38,851 7,354,128 13,693,297 (In Administration) MinSec Holdings 5,084,479 640,000 Platmin Holdings 57,253,943 442 Kadina 7,109,443 20,000 MInSec (UK) Ltd group Buka Minerals (Lady Loretta No. 2) Pty Ltd 984,228 Companies not in Administration Buka Gold Limited 190 Other related entities not in Mineral Securities Investments (Australia) Pty Ltd 497,702 112,723 Administration Allied Mining Pty Ltd 14,127 320 Compania Minera Paguanta SA 5,980 Herencia Resources PLC 7,144 Corvette Resources Ltd (formerly Mineral Sands Ltd) 196 NiPlats Australia Limited 17,248 Speewah Mining Pty Limited 42,130 Tianshan Goldfields Limited 18,540 15,449 Australian Ferroalloy Industries Pty Ltd 2,160 Australis Exploration Pty Ltd 179,990 Goodwest Investments Pty Ltd 360 Mineral Securities (China) Pty Ltd 1,063,169 Mineral Securities HK (NK) Ltd 6,038 Mineral Securities (NK) Pty Ltd 1,176 Companies outside the CopperCo Australian Heritage Group Pty Ltd 2,512 group Mojo Mining 13

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 85

Appendix 4

Proposed Deed of Company Arrangement

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 86

Deed of Company Arrangement

Shaun Robert Fraser, Simon Andrew Read and James Gerard Thackray Mineral Securities Operations Limited (Administrators Appointed) (Receivers and Managers Appointed) ACN 091 158 593 Mineral Securities Holdings Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed) ACN 092 525 614 Platmin Holdings Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed) ACN 117 927 965 Kadina Pty Limited (Administrators Appointed) (Receivers and Managers Appointed) ACN 009 633 096 Mineral Securities Limited (A company incorporated in the British Virgin Islands) ARBN 124 546 443 Dempsey Resources Pty Ltd ACN 100 305 486

Level 32, Exchange Plaza 2 The Esplanade Perth WA 6000 Australia T 61 8 9366 8000 F 61 8 9366 8111 Reference LQW LXL 09 2004 2951 ©Blake Dawson 2009

Contents

1. INTERPRETATION 2

1.1 Definitions 2

2. INTERPRETATION 4

2.1 Reference to statutes 4 2.2 Joint and several covenants 4 2.3 Last day not a Business Day 4 2.4 Headings 4 2.5 References to other documents 4 2.6 Reference to a party 4 2.7 Singular, plural and gender 5 2.8 Reference to a person or a body corporate 5 2.9 Reference to clauses 5

3. APPLICATION 5

4. COMMENCEMENT 5

5. CONDITIONS PRECEDENT 5

5.1 Conditions Precedent 5 5.2 Obligations to satisfy Conditions Precedent 6 5.3 Waiver of Conditions Precedent 6 5.4 Disclosure of difficulties in satisfying Conditions Precedent 6 5.5 Non-satisfaction of Conditions Precedent 6

6. POOLING 6

7. APPOINTMENT AND POWERS 6

7.1 Appointment 6 7.2 Acting as agent 7 7.3 Deed Administrators not personally liable 7 7.4 Powers 7 7.5 Covenants 7

8. DAY-TO-DAY MANAGEMENT OF THE COMPANIES 8

8.1 Management and Control of Companies by the Receivers and Managers 8 8.2 Management and Control of Companies after termination of the appointment of the Receivers and Managers 8 8.3 Co-operation by directors 8

9. REMUNERATION AND COSTS 8

9.1 Administrators' Remuneration 8 9.2 Deed Administrators' Remuneration 8 9.3 Costs Fees and Expenses 9

10. DEED ADMINISTRATORS' LIEN AND INDEMNITY 9

10.1 Indemnity 9 10.2 Continuing Indemnity 10

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10.3 Scope of Indemnity 10 10.4 Lien 10

11. CREDITORS' TRUST DEED 10

11.1 Deed Administrators to establish Trust Fund 10 11.2 Composition of Trust Fund 10 11.3 Trust 11 11.4 Trust Fund to satisfy Creditors 11 11.5 Order of distribution 11 11.6 Return to Admitted Creditors not to exceed 100 cents in the dollar 11 11.7 No Interest 11

12. CLAIMS ADMITTED BY THE ADMINISTRATORS OR DEED ADMINISTRATORS TO VEST AGAINST THE TRUST FUND 12

12.1 Claims to vest against the Trust Fund 12 12.2 Making Claims and Proof of Claims 12 12.3 Vesting of rights 12

13. INTERCOMPANY CREDITORS 12

13.1 No claims for intercompany loans to be admitted for distribution 12 13.2 Claims for intercompany loans to survive 12

14. COMPLETION 12

14.1 Place of Completion 12 14.2 Timing 12 14.3 Completion 12 14.4 Condition for Completion 13 Completion of this Deed is conditional on completion being achieved under the Asset Sale Agreement and the Share Subscription and Sale Agreement. 13

15. TERMINATION 13

15.1 Deed Fully Effectuated 13 15.2 Termination on other grounds 13 15.3 Previous operation of Deed preserved 14

16. MEETING OF CREDITORS 14

16.1 When meeting of Creditors must be convened 14 16.2 Regulations 14

17. MORATORIUM 14

18. RELEASE AND EXTINGUISHMENT OF CLAIMS AGAINST THE COMPANIES 15

18.1 Release of Claims 15 18.2 Extinguishment of all Claims 15 18.3 Forms of release 15

19. GOODS AND SERVICES TAX 16

20. RESIGNATION AND REMOVAL OF DEED ADMINISTRATORS 16

20.1 Termination of appointment 16 20.2 Creditors may appoint substitute 16 20.3 Deed Administrators' rights and lien not affected 16

206859636_3 Mineral Securities Group – Deed of Company Arrangement

21. PROPER LAW 17

22. SCHEDULE 8A 17

23. INCONSISTENCY WITH CORPORATIONS ACT 17

24. SEVERANCE 17

25. COUNTERPARTS 17

26. BAR TO CLAIMS 17

27. ENTIRE AGREEMENT 17

28. STAMP DUTY 17

Schedule

1 CREDITORS' TRUST DEED 18

206859636_3 Mineral Securities Group – Deed of Company Arrangement

DEED OF COMPANY ARRANGEMENT

DATE

PARTIES

SHAUN ROBERT FRASER, SIMON ANDREW READ and JAMES GERARD THACKRAY of McGrath Nicol, Level 17, 37 St Georges Terrace, Perth in the State in their capacities as Administrators and Deed Administrators

Each of

Mineral Securities Operations Limited (ACN 091 158 593) (Administrators Appointed) (Receivers and Managers Appointed) of Level 22 Allendale Square, 77 St Georges Terrace, Perth in the State (MinSec Operations)

Mineral Securities Holdings Pty Ltd (ACN 092 525 614) (Administrators Appointed) (Receivers and Managers Appointed) of Level 22 Allendale Square, 77 St Georges Terrace, Perth in the State (MinSec Holdings)

Platmin Holdings Pty Ltd (ACN 117 927 965) (Administrators Appointed) (Receivers and Managers Appointed) of Level 22 Allendale Square, 77 St Georges Terrace, Perth in the State (Platmin)

Kadina Pty Limited (ACN 009 633 096) (Administrators Appointed) (Receivers and Managers Appointed) of Level 22 Allendale Square, 77 St Georges Terrace, Perth in the State (Kadina)

(together, Companies)

Mineral Securities Limited (ARBN 124 546 443) (A company incorporated in the British Virgin Islands) of Level 22 Allendale Square, 77 St Georges Terrace, Perth in the State (MinSec BVI)

Dempsey Resources Pty Ltd (ACN 100 305 486) of 18 Oxford Close, Leederville in the State (Secured Creditor)

RECITALS

A. MinSec BVI is the parent company of the Companies.

B. On the Appointment Date:

(a) the Administrators were appointed administrators of the Companies under part 5.3 of the Corporations Act; and

(b) Darren Gordon Weaver, Andrew John Saker and Peter Ivan Felix Geroff of Ferrier Hodgson were appointed as receivers and managers of the Companies with respect to the secured debt now owing to the Secured Creditor (Initial Receivers).

C. On 6 February 2009 the Initial Receivers were removed and the Receivers and Managers were appointed as receivers and managers of the Companies with respect to the secured debt now owing to the Secured Creditor.

D. On [date], resolutions were passed at the Section 439A Meetings for the Companies to execute a pooling deed of company arrangement substantially in the form of this document by which, among other things:

206859636_3 Mineral Securities Group – Deed of Company Arrangement 1

(a) the Claim of the Secured Creditor against the Companies will be discharged by MinSec BVI;

(b) the Claims of the Intercompany Creditors of the Companies will be preserved, and excluded from proving in the deed of company arrangement; and

(c) all other Claims will be pooled against a fund of assets to be held pursuant to the terms of the Creditors' Trust Deed.

OPERATIVE PROVISIONS

1. INTERPRETATION

1.1 Definitions

Unless otherwise required by the context or subject matter:

Administrators means Shaun Robert Fraser, Simon Andrew Read and James Gerard Thackray in their capacities as administrators of the Companies, and their successors and assigns.

Administrators Remuneration and Expenses means the Administrators' Remuneration referred to in clause 9.1 and the costs, fees and expenses incurred by the Administrators referred to in clause 9.3.

Admitted Claim means the Claim of an Admitted Creditor the proof of debt for which has been accepted by the Administrators, Deed Administrators or Trustees (as the case may be) in accordance with clauses 12 and 13 of this Deed or with the terms of the Creditors' Trust Deed.

Admitted Creditor means a Creditor whose Claim has been accepted fully or contingently by the Administrators, Deed Administrators or Trustees (as the case may be) and for voting purposes, Admitted Creditor means a Creditor whose Claim has been accepted for voting purposes (whether or not it has been admitted for any other purpose).

Appointment Date means 27 November 2008.

ASIC means the Australian Securities and Investments Commission.

Asset Sale Agreement means the Asset Sale Agreement between CopperCo Limited, Lady Annie Operations Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed), Savanah Resources Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed), CopperCo Queensland Operations Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed), Lady Annie Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed), Cape Lambert Lady Annie Exploration Pty Ltd and Cape Lambert Iron Ore Ltd dated 7 May 2009.

Business Day means a day other than a Saturday, a Sunday or public holiday in Perth in the State.

Claims means any action, demand, suit, proceeding, debt, claim, loss, damage or other liability (present or future, certain or contingent, ascertained or sounding only in damages) whatsoever and howsoever arising (directly or indirectly) against any or all of the Companies which arose before the Appointment Date, or out of events which occurred before the Appointment Date (regardless of whether the debt or claim in respect of those events arose before or after the Appointment Date).

Commencement Date means the date of execution of this Deed.

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Completion means the performance of the transactions contemplated by clause 14.3.

Completion Date means the date on which all of the Conditions Precedent have been satisfied or waived, the matters in clause 14.3 take place and the condition in clause 14.4 has been satisfied, or such other day as may be agreed between the Parties.

Conditions Precedent means the conditions precedent set out in clause 5.1 of this Deed.

CopperCo Limited means CopperCo Limited (ACN 004 434 904) (Administrators Appointed) (Receivers and Managers Appointed) of Level 22 Allendale Square, 77 St Georges Terrace, Perth in the State.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Creditor means any person who has a Claim against the Companies.

Creditors' Trust Deed means the trust deed to be entered into by the Trustees and the Companies substantially in the form of the document contained in Schedule 1 of this Deed.

Deed means this deed of company arrangement as amended, supplemented or varied from time to time.

Deed Administrators means Shaun Robert Fraser, Simon Andrew Read and James Gerard Thackray in their capacities as administrators of this Deed, any other administrator or administrators of this Deed appointed by the Court, and their successors and assigns.

Deed Administrators' Remuneration and Expenses means the Deed Administrators' Remuneration referred to in clause 9.2 and the costs, fees and expenses incurred by the Deed Administrators referred to in clause 9.3.

Employee Entitlements means any right or entitlement of any employee of any of the Companies, which if the company in question were wound up, that employee would be entitled, or entitled to receive, pursuant to section 556 or section 560 of the Corporations Act, in priority to the unsecured Creditors of the Companies and which would not be a right or entitlement that could be set aside or avoided pursuant to Part 5.7B of the Corporations Act or at law.

Excluded Creditors means the Secured Creditor, the Intercompany Creditors and any Creditor claiming as an employee of any of the Companies whose Claim could be set aside or avoided pursuant to Part 5.7B of the Corporations Act if that company were wound up or could be set aside or avoided at law.

GST has the same meaning as the term has in the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Indemnity Amount means any amount for which the Administrators or Deed Administrators may be indemnified pursuant to clause 10.

Intercompany Creditor means CopperCo Limited, MinSec BVI or any of their Subsidiaries or Related Entities.

Parties means the Deed Administrators, the Companies, MinSec BVI, and the Secured Creditor and Party is a reference to any one of them.

Receivers and Managers means Gary Peter Doran and David Frank Lombe of Deloitte Touche Tohmatsu, Level 14 Woodside Plaza, 240 St Georges Terrace, Perth in the State in their capacity as joint and several receivers and managers of the Companies.

206859636_3 Mineral Securities Group – Deed of Company Arrangement 3

Related Entity has the same meaning as the term has in the Corporations Act.

Section 439A Meetings means the [concurrent meetings] called under section 439A of the Act by the Administrators for the Companies which meetings took place on [date].

Share Subscription and Sale Agreement means the Share Subscription and Sale Agreement between CopperCo Limited, MinSec BVI, Cape Lambert MinSec Pty Ltd and Cape Lambert Iron Ore Ltd dated 7 May 2009.

State means the State of Western Australia.

Subsidiary has the same meaning as the term has in the Corporations Act.

Trust means the trust created by the Creditors' Trust Deed.

Trust Fund means all property that the Trustees are required to hold on trust pursuant to the terms of the Creditor's Trust Deed and clause 11 of this Deed.

Trustees means Shaun Robert Fraser, Simon Andrew Read and James Gerard Thackray and any other Deed Administrator at the time the Creditors' Trust Deed is executed in their capacity as trustees of the Trust, or any other persons appointed to be trustees of the Trust and their successors and assigns.

2. INTERPRETATION

2.1 Reference to statutes

A reference to an Act of parliament includes a reference to a regulation made under that Act and any amendment to, or re-enactment of that Act or that regulation for the time being in force.

2.2 Joint and several covenants

If a Party comprises two or more persons, the covenants and agreements on their part contained in this Deed bind and shall be observed and performed by them jointly and each of them severally, and may be enforced against any one or any two or more of them.

2.3 Last day not a Business Day

When the date or last day for doing an act under this Deed is not a Business Day in the place where that act is to be done, the day or last day for doing the act will be the next following Business Day in the place where that act is to be done.

2.4 Headings

Headings are used in this Deed for convenience and identification of clauses only and shall not otherwise affect its interpretation.

2.5 References to other documents

Subject to any contrary provision in this Deed, a reference to any other deed, agreement, instrument or contract includes a reference to that other deed, agreement, instrument or contract as amended, supplemented or varied from time to time.

2.6 Reference to a party

Unless repugnant to the sense or context, a reference to a Party includes that Party's executors, administrators, personal representatives, successors and assigns, and if a party

206859636_3 Mineral Securities Group – Deed of Company Arrangement 4

comprises two or more persons, the executors, administrators, personal representatives, successors and assigns of each of those persons.

2.7 Singular, plural and gender

Where applicable:

(a) words denoting the singular include the plural;

(b) words denoting the plural include the singular; and

(c) words denoting a gender include each gender.

2.8 Reference to a person or a body corporate

Where applicable:

(a) a reference to a body corporate includes a natural person; and

(b) a reference to a person includes a body corporate.

2.9 Reference to clauses

References to recitals, schedules, clauses, subclauses, paragraphs and subparagraphs are references respectively to the recitals, schedules, clauses, subclauses, paragraphs and sub-paragraphs of this Deed.

3. APPLICATION

(a) This Deed applies to each of the Companies separately and all of the Companies jointly.

(b) Upon execution of this Deed by the Administrators, this Deed will constitute a separate deed of company arrangement for each of the Companies for the purposes of section 444B of the Corporations Act.

(c) This Deed binds all persons having a Claim, the Secured Creditor and the Intercompany Creditors of the Companies.

4. COMMENCEMENT

Subject to clause 5, the Deed takes effect on the Commencement Date.

5. CONDITIONS PRECEDENT

5.1 Conditions Precedent

This Deed is conditional upon the satisfaction or waiver of the following Conditions Precedent:

(a) the satisfaction or waiver of all of the conditions to completion of the following agreements (other than the conditions in each agreement relating to the other agreement):

(i) the Asset Sale Agreement; and

(ii) the Share Subscription and Sale Agreement; and

206859636_3 Mineral Securities Group – Deed of Company Arrangement 5

(b) CopperCo Limited and MinSec BVI to provide with respect to any claims they may have against the Companies, and to procure from their Subsidiaries and Related Entities with intercompany claims against the Companies, and for those Subsidiaries and Related Entities of CopperCo Limited and MinSec BVI with intercompany claims against the Companies to provide, such written enforceable undertakings to forbear from enforcing those claims as the Deed Administrators reasonably require to be satisfied that the Companies will be solvent on termination of this Deed.

5.2 Obligations to satisfy Conditions Precedent

Each of the Parties must co-operate and use all reasonable endeavours as are reasonably necessary and reasonably practicable, and it is reasonably able to provide, to procure the satisfaction of the Conditions Precedent.

5.3 Waiver of Conditions Precedent

The Conditions Precedent in clause 5.1 are for the benefit of all Parties and may be waived only by the written agreement of all Parties.

5.4 Disclosure of difficulties in satisfying Conditions Precedent

If any Party becomes aware of anything which will, or may prevent any of the Conditions Precedent from being satisfied, it must immediately disclose the same to the other Parties by notice in writing.

5.5 Non-satisfaction of Conditions Precedent

If at any time it becomes apparent that any of the Conditions Precedent cannot be satisfied and the Parties do not agree to waive the relevant Condition Precedent, then the Deed Administrators may convene a meeting of Creditors pursuant to clause 16.1 for the purpose of considering a variation or termination of this Deed.

6. POOLING

Persons bound by this Deed acknowledge that for the purposes of this Deed and the Creditors' Trust Deed, the Companies will be deemed to be a single entity and each Creditor of each of the Companies will be regarded as a Creditor of the Companies as a whole.

7. APPOINTMENT AND POWERS

7.1 Appointment

On and from the Commencement Date and until:

(a) this Deed terminates pursuant to clause 15; or

(b) until the Deed Administrators retire or are removed from office in accordance with this Deed or the Corporations Act,

the Deed Administrators will be the administrators of this Deed and the Deed Administrators accept the appointment as administrators of this Deed.

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7.2 Acting as agent

In exercising the powers conferred by this Deed and in carrying out the duties arising under this Deed, the Deed Administrators are taken to act as an agents for and on behalf of the Companies.

7.3 Deed Administrators not personally liable

Subject to the Corporations Act, the Deed Administrators shall not be personally liable for:

(a) any debts incurred or any claims, demands, actions, loss, damage, costs, charges, expenses or liabilities caused by any act, omission or default by or on behalf of the Deed Administrators in administering this Deed or exercising their duties and obligations under this Deed;

(b) any debts incurred or any claims, demands, actions, loss, damage, costs, charges, expenses or liabilities caused by any act, omission or default by or on behalf of the Companies; or

(c) any debts incurred or any claims, demands, actions, loss, damage, costs, charges, expenses or liabilities suffered or sustained or incurred by any Creditor.

7.4 Powers

For the purpose only of administering this Deed, the Deed Administrators, to the exclusion of the directors of the Companies:

(a) have the powers set out in clause 2 of Schedule BA of the Corporations Regulations;

(b) have the power to remove and appoint directors, whether to fill a vacancy or not;

(c) have the rights, powers, privileges, authorities and discretions conferred by the constitutions of the Companies or otherwise by law on the directors of the Companies; and

(d) have the power and authority of the Companies, on such terms as the Deed Administrators consider in their sole discretion appropriate, for the Companies to negotiate, resolve and, if necessary, compromise any Claim by which monies are owing or alleged to be owing to the Companies.

7.5 Covenants

In consideration of the covenants and agreements given in this Deed by the Companies and the other Parties to this Deed, the Deed Administrators consent to, and accept, their appointment as administrators of this Deed and covenant that they will, during the currency of this Deed:

(a) use their best endeavours promptly and efficiently to carry out his duties under this Deed;

(b) at all reasonable times keep the Parties to this Deed and the Creditors informed of their actions under this Deed; and

(c) agree to do whatever is reasonably required by any other Party to this Deed, including the execution of any and all documents to give effect to or implement the matters set out in this Deed.

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8. DAY-TO-DAY MANAGEMENT OF THE COMPANIES

8.1 Management and Control of Companies by the Receivers and Managers

The Receivers and Managers will have the day to day management and control of the Companies from the Commencement Date to the termination of the appointment of the Receivers and Managers by the Secured Creditor in accordance with clause 14.3(c)(ii).

8.2 Management and Control of Companies after termination of the appointment of the Receivers and Managers

To the extent that there is a period of time between the termination of the appointment of the Receivers and Managers by the Secured Creditor in accordance with clause 14.3(c)(ii) and the time at which this Deed terminates pursuant to clause 15:

(a) the Deed Administrators will have the day to day management and control of the Companies to the exclusion of the directors of the Companies; and

(b) the powers of the directors of the Companies are suspended, unless prior to the exercise of a power, the Deed Administrators provide the director or directors with an express authority in writing for him or them to act and in such a case, the power may only be exercised within the confines of that authority.

8.3 Co-operation by directors

The directors of the Companies must co-operate with the Deed Administrators in the performance of any obligations and the exercise of the Deed Administrators' powers or functions under this Deed or at law.

9. REMUNERATION AND COSTS

9.1 Administrators' Remuneration

The Administrators will be remunerated by the Companies in respect of any work done since the Appointment Date to the Commencement Date by:

(a) the Administrators; and

(b) any partner or employee of any one or more of the Administrators; and

(c) any employee of a company of which any one or more of the Administrators is a director;

which has been approved by Creditors at the Section 439A Meetings or any other meeting convened pursuant to the Corporations Act or by the Court.

9.2 Deed Administrators' Remuneration

The Deed Administrators will be remunerated by the Companies in respect of any work done by:

(a) the Deed Administrators;

(b) any partner or employee of any one or more of the Deed Administrators; and

(c) any employee of a company of which any one or more of the Deed Administrators is a director,

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in connection with this Deed calculated on an hourly basis and to be drawn from the Trust Fund and such further fees as may be approved by Creditors at any meeting convened pursuant to section 445F of the Corporations Act or by the Court.

9.3 Costs Fees and Expenses

The Administrators and the Deed Administrators will be entitled to draw from the Trust Fund all costs, fees and expenses incurred since the Appointment Date and in connection with the performance of their duties, obligations and responsibilities as voluntary administrators and deed administrators (as the case may be).

10. DEED ADMINISTRATORS' LIEN AND INDEMNITY

10.1 Indemnity

The Administrators and the Deed Administrators are entitled to be indemnified and are to be kept indemnified out of the Trust Fund for:

(a) all costs incurred and losses and damages suffered by the Administrators or Deed Administrators as a consequence of or arising out of the Companies failing to comply with their obligations under clause 9;

(b) all debts payable and liabilities incurred by and claims made against the Administrators (present or future, certain or contingent, ascertained or sounding only in damages) in relation to the administration of the Companies, including any amounts payable by the Administrators by virtue of section 443A of the Corporations Act or by virtue of the Administrators having agreed to treat a payment obligation as if it were a debt arising under section 443A of the Corporations Act;

(c) all debts payable and liabilities incurred by and claims made against the Deed Administrators (present or future, certain or contingent, ascertained or sounding only in damages) in relation to the administration of this Deed or his acting as Deed Administrators, including any amounts held by a Court to be or agreed or accepted by the Deed Administrators in good faith and in the proper exercise of the Deed Administrators' functions, duties or obligations as being payable by the Deed Administrators;

(d) all other costs, expenses, losses and liabilities incurred or suffered by the Administrators or the Deed Administrators in performing any of their functions, duties or obligations, or exercising any of their powers, under or in accordance with the Corporations Act, any other applicable law or this Deed in connection with their administration of the Companies or their remuneration under clause 9; and

(e) all actions, suits, proceedings, accounts, claims and demands (Actions) arising out of the administration of the Companies or this Deed which may be commenced, pursued, incurred by or made against the Administrators or the Deed Administrators by any person and against all costs, charges and expenses incurred by the Administrators or Deed Administrators in commencing, pursuing or defending such Actions provided that the same was incurred in good faith and in the proper exercise of the Administrators' or Deed Administrators' functions, duties or obligations.

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10.2 Continuing Indemnity

Each indemnity in clause 10.1 is a continuing indemnity and will endure for the benefit of the Administrators, the Deed Administrators and their legal personal representatives notwithstanding:

(a) the cessation of the voluntary administration of any of the Companies;

(b) the termination of this Deed for any reason whatsoever; or

(c) removal of any of the Administrators or the Deed Administrators and the appointment of a new administrator or administrators of any of the Companies or of this Deed.

10.3 Scope of Indemnity

The indemnity under clause 10 shall not:

(a) be affected, limited or prejudiced in any way by any irregularity, defect or invalidity in the appointment of the Administrators or the Deed Administrators, and extends to all actions, suits, proceedings, accounts, liabilities, claims and demands arising in any way out of any defect in the appointment of the Administrators or Deed Administrators, the approval and execution of this Deed or otherwise;

(b) affect or prejudice all or any rights that the Administrators or Deed Administrators may have against the Companies or any other person to be indemnified against the costs, charges, expenses and liabilities incurred by the Administrators or Deed Administrators by or incidental to the exercise or performance of any of the powers or authorities conferred on the Administrators or on the Deed Administrators by this Deed or otherwise; and

(c) be enforceable by the Administrators or Deed Administrators if the amount owing arises out of their fraud or grossly negligent act or omission done or omitted by the Administrators or Deed Administrators (as the case may be).

10.4 Lien

Without in any way limiting any other lien which the Administrators or Deed Administrators may have under the Corporations Act or at law to secure the Administrators' Remuneration and Expenses and the Deed Administrators' Remuneration and Expenses or the Indemnity Amount, the Administrators and Deed Administrators shall have a lien over the Trust Fund, to secure the Administrators' Remuneration and Expenses, the Deed Administrators' Remuneration and Expenses and the Indemnity Amount.

11. CREDITORS' TRUST DEED

11.1 Deed Administrators to establish Trust Fund

The Deed Administrators will establish and constitute the Trust Fund as soon as practicable after the Commencement Date by way of a nominal sum. This sum will be recoverable as an out of pocket expense incurred by the Deed Administrators in the administration of this Deed.

11.2 Composition of Trust Fund

The Trust Fund is to be made up of the following:

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(a) any money paid pursuant to clause 11.1;

(b) any monies paid by MinSec BVI into the Trust Fund pursuant to clause 11.4(a).

11.3 Trust

The Trustees will hold and administer the Trust Fund in accordance with clause 11.1 and the terms of the Creditors' Trust Deed.

11.4 Trust Fund to satisfy Creditors

(a) MinSec BVI acknowledges and agrees that, subject to the satisfaction or waiver of the Conditions Precedent in clause 5.1(a), it will pay into the Trust Fund the amount of $1.6m.

(b) The only property that is available for distribution to the Creditors other than Excluded Creditors, are the monies which comprise the Trust Fund.

(c) The Creditors other than Excluded Creditors shall, as the potential beneficiaries of the Trust, prove their Claims against the Trust Fund in accordance with the Creditors' Trust Deed.

11.5 Order of distribution

The Trust Fund shall be applied by the Trustees in the following order of priority:

(a) firstly, to the extent that the Administrators' Remuneration and Expenses, the Deed Administrators' Remuneration and Expenses and the Indemnity Amount have not been paid, in payment of those sums;

(b) next, the costs, expenses and remuneration of the Trustees and other costs and expenses payable by the Trustees under the Creditors' Trust Deed;

(c) next, any employee entitlements payable by the Companies including any outstanding wages, superannuation, superannuation guarantee charges, and annual leave accrued to the Appointment Date. Such amounts will be paid on the basis that they are to receive the same priority as if the monies in the Trust Fund were applied in accordance with sections 556, 560 and 561 of the Corporations Act; and

(d) next, to the Admitted Creditors (other than Excluded Creditors and Admitted Creditors to the extent of their Employee Entitlements) on a pro rata basis.

11.6 Return to Admitted Creditors not to exceed 100 cents in the dollar

If any part of the Trust Fund remains after the Admitted Creditors (other than Excluded Creditors) have received 100 cents in the dollar for their Claims, such surplus or balance shall be paid by the Trustees to MinSec BVI.

11.7 No Interest

Interest shall not accrue, and shall not be payable, in respect of any Creditor's Admitted Claim.

206859636_3 Mineral Securities Group – Deed of Company Arrangement 11

12. CLAIMS ADMITTED BY THE ADMINISTRATORS OR DEED ADMINISTRATORS TO VEST AGAINST THE TRUST FUND

12.1 Claims to vest against the Trust Fund

(a) The Administrators and the Deed Administrators may in their absolute discretion admit any Claim.

(b) Pursuant to the terms of the Creditors' Trust, any Admitted Claims admitted under clause 12.1 will, on termination of this Deed, be replaced with a claim of equal value and priority against the Trust Fund.

12.2 Making Claims and Proof of Claims

Subject to the provisions of this Deed, subdivisions A, B, C, D, and E of Division 6 of Part 5.6 of the Corporations Act (except section 556, other than to the extent expressly incorporated) and regulations 5.6.39 to 5.6.63 (inclusive), and 5.6.70 of the Corporations Regulations apply to Claims under this Deed as if the references to the liquidator were references to the Deed Administrators, references to winding up were references to this Deed and with such other modifications as are necessary to give effect to this Deed.

12.3 Vesting of rights

Upon termination of this Deed pursuant to clause 15.1, the rights, discretion and obligations of the Deed Administrators with respect to proofs of debt in respect to Claims and the admission and payment of Claims must pass to and vest in the Trustees.

13. INTERCOMPANY CREDITORS

13.1 No claims for intercompany loans to be admitted for distribution

No claims by any Intercompany Creditor will be admitted, adjudicated or assessed for the purpose of a distribution from the Trust Fund and no distribution will be made in respect of such claims.

13.2 Claims for intercompany loans to survive

Subject to the satisfaction or waiver of the condition precedent in clause 5.1(b), any Claims of any Intercompany Creditor will not be released or extinguished under clause 18, and will survive the termination of this Deed.

14. COMPLETION

14.1 Place of Completion

Completion must take place at the office of the Deed Administrators.

14.2 Timing

Completion must take place on the Completion Date.

14.3 Completion

At Completion:

206859636_3 Mineral Securities Group – Deed of Company Arrangement 12

(a) the Companies and the Trustees must execute the Creditors' Trust Deed and for that purpose, the Deed Administrators may execute the Creditors' Trust Deed on behalf of the Companies;

(b) if not already paid, MinSec BVI must pay:

(i) the amount in clause 11.4(a) in the manner set out in that clause;

(ii) to the Secured Creditor an amount equal to the amount owed by MinSec Operations to the Secured Creditor as at Completion;

(c) subject to the receipt of the funds referred to in clause 14.3(b)(ii), the Secured Creditor must:

(i) deliver to the Companies duly executed ASIC Forms 312 to give effect to a full discharge and release of its security over the Companies; and

(ii) terminate the appointment of the Receivers and Managers.

14.4 Condition for Completion

Completion of this Deed is conditional on completion being achieved under the Asset Sale Agreement and the Share Subscription and Sale Agreement.

15. TERMINATION

15.1 Deed Fully Effectuated

(a) Subject to this clause 15, this Deed terminates by reason of being wholly effectuated upon Completion.

(b) Upon the Deed terminating in accordance with clause 15.1, the Deed Administrators or one of them must within seven days:

(i) give a certificate to the effect that the Deed has been fully effectuated to the Companies; and

(ii) lodge with the ASIC a notice of termination of this Deed in substantially the following form:

"We/I [insert names of Deed Administrators as applicable] of McGrath Nicol of Level 17, 37 St Georges Terrace, Perth in the State of Western Australia, acting as Deed Administrator(s) of the Deed of Company Arrangement executed on the day of [insert date of execution] CERTIFY that the Deed has been wholly effectuated'.

(c) Upon a Deed Administrator filing the notice pursuant to clause 15.1(b)

(i) the management and control of each of the Companies will revert to the directors of those Companies respectively; and

(ii) the Deed Administrators will not be liable for any debts or other liabilities incurred by the Companies from that date forward.

15.2 Termination on other grounds

This Deed will also terminate if:

206859636_3 Mineral Securities Group – Deed of Company Arrangement 13

(a) the Court makes an order terminating this Deed under section 445D of the Act; or

(b) the Creditors pass a resolution terminating this Deed at a meeting of the Creditors.

15.3 Previous operation of Deed preserved

(a) In the event that the Deed terminates other than by way of clause 15.1 and the Deed Administrators are holding any sum in the Trust Fund, they must pay that sum to MinSec Operations, with the Receivers and Managers in their capacity as receivers and managers of MinSec Operations to hold that sum pending the outcome of any meeting pursuant to section 445F of the Corporations Act or the outcome of any application for the winding up of the Company.

(b) The termination or avoidance, in whole or in part, of this Deed does not affect the previous operation of this Deed.

16. MEETING OF CREDITORS

16.1 When meeting of Creditors must be convened

Without limiting the discretion of the Deed Administrators to call a meeting of Creditors from time to time in accordance with section 445F(1) of the Corporations Act, if at any time during the operation of this Deed:

(a) the Deed Administrators determine that it is no longer possible to implement this Deed;

(b) the Deed Administrators are unable to act;

(c) the Deed Administrators are requested by at least 10% of the Creditors by value; or

(d) a court so orders;

the Deed Administrators must summon a meeting of Creditors pursuant to section 445F of the Corporations Act for the purpose of considering a variation or termination of this Deed.

16.2 Regulations

Except to the extent (if any) they are excluded or modified by or are inconsistent with the terms of this Deed, regulations 5.6.12 to 5.6.36A of the Corporations Regulations apply, with such modifications as are necessary, to meetings of the Creditors as if the references to "the liquidator", "the liquidator or provisional liquidator", the "liquidator, provisional liquidator or chairman", or "a liquidator, provisional liquidator or trustee for debenture holders", as the case may be, were references to the Deed Administrators.

17. MORATORIUM

(a) Subject to section 444D of the Corporations Act, a person having a Claim (whether the person's Claim is an Admitted Claim or not) must not, before termination of this Deed:

(i) take, or concur in the taking of, any step to wind up any of the Companies;

206859636_3 Mineral Securities Group – Deed of Company Arrangement 14

(ii) except for the purpose and to the extent provided in this Deed, begin or continue any legal proceedings in relation to any property of any of the Companies;

(iii) begin or continue any legal proceedings (including take any step by way of legal or equitable execution) against or in relation to any of the Companies;

(iv) exercise any right of set-off or cross action against any of the Companies to which the person would not have been entitled had the Company in question (as the case may be) been wound up at the Appointment Date;

(v) commence or take any further step in any arbitration against any of the Companies or to which any of the Companies is a party;

(vi) begin or continue with any enforcement process in relation to the property of any of the Companies, with the exception of the Secured Creditor; or

(vii) enforce any security, including a charge in relation to any property of any of the Companies, with the exception of the Secured Creditor.

(b) For the purposes of this clause the term "property" includes property used or occupied by, or in the possession of any of the Companies.

18. RELEASE AND EXTINGUISHMENT OF CLAIMS AGAINST THE COMPANIES

18.1 Release of Claims

(a) Subject to Completion taking place, all persons having a Claim must accept their entitlements under this Deed and the Creditors' Trust Deed in full satisfaction and complete discharge of all their Claims against the Companies.

(b) On Completion, the Companies will be released from all Claims other than the Claims of the Intercompany Creditors.

(c) The Companies will be not released from the Claims of the Intercompany Creditors pursuant to this Deed.

18.2 Extinguishment of all Claims

Upon Completion, all Claims (other than the Claims of the Intercompany Creditors) are extinguished except only to the extent that persons with Claims have the right to participate in the distribution of the Trust Fund strictly in accordance with this Deed and the Creditors' Trust Fund.

18.3 Forms of release

All persons having a Claim must execute and deliver to the Company all such documents, including forms of release of any such Claims as the Companies or the Deed Administrators may reasonably require from time to time giving effect to the release in this clause 18.

206859636_3 Mineral Securities Group – Deed of Company Arrangement 15

19. GOODS AND SERVICES TAX

(a) For the purposes of this Deed:

(i) "GST" and any other terms defined in A New Tax System (Goods and Services Tax) Act 1999 (GST Law) have the same meaning in this Deed as is given to those terms in the GST Law;

(ii) "Supplier" means the party making a supply; and

(iii) "Recipient" means the party receiving the supply.

(b) If a GST is lawfully imposed on any Supply made under or in accordance with this Deed ("Taxable Supply"), then upon the Supplier giving to the Recipient a Tax Invoice for the amount of that GST, the amount the Recipient must pay for that Supply is increased by the amount of that GST and must be paid within 14 days of receipt of that Tax Invoice.

(c) If at any time it is found that any GST paid by the Recipient is different to the proper amount of GST payable at law by the Supplier as GST on the Supply, then the parties will make the appropriate adjustment to reflect the proper GST payable where the adjustment is or can be made between the Supplier and the relevant taxing authority. If the Supplier is entitled to an adjustment by way of refund, the Supplier must apply for such refund and the Supplier must also provide to the Recipient any document or record required, at law for the Recipient to claim any adjusted input tax credit entitlement applicable.

(d) For the purpose of calculating any GST payable by the Recipient to the Supplier on any Supply, the calculation must be made on the GST exclusive amount.

(e) Unless otherwise specified, all amounts stated in this Deed as being payable to the Deed Administrators are exclusive of GST.

(f) The Deed Administrators are authorised by this Deed to deduct any GST lawfully imposed on any taxable Supply made by the Deed Administrators under or in accordance with this Deed from the Company, FRL WA and/or the Deed Fund.

20. RESIGNATION AND REMOVAL OF DEED ADMINISTRATORS

20.1 Termination of appointment

The appointment of the Deed Administrators (or any one of them) may be determined by their resignation in writing signed by them and tendered to each of the Companies or by a resolution at a meeting of Creditors.

20.2 Creditors may appoint substitute

In the event of the death of the Deed Administrators (or any one of them) or the appointment of any one or more of them being determined in accordance with the provisions of this Deed, the Creditors shall have the power by resolution to appoint a substitute deed administrator or administrators to carry out their duties at a rate of remuneration not exceeding that determined to be paid to the Deed Administrators and with the powers, duties and functions of the Deed Administrators.

20.3 Deed Administrators' rights and lien not affected

Nothing in this clause 20 affects the Deed Administrators' right to remuneration pursuant to clause 9 of this Deed or any indemnity or lien held by the Deed Administrators.

206859636_3 Mineral Securities Group – Deed of Company Arrangement 16

21. PROPER LAW

The proper law of this Deed is the law of the State.

22. SCHEDULE 8A

Unless expressly provided for in this Deed, Schedule 8A of the Corporations Regulations shall not apply.

23. INCONSISTENCY WITH CORPORATIONS ACT

If there is any inconsistency between the terms of this Deed and the Corporations Act then, to the extent of the inconsistency, the Corporations Act will prevail and this Deed will be interpreted accordingly.

24. SEVERANCE

Any provision of this Deed which is illegal, void or unenforceable will be severed only to the extent of that illegality, voidness or unenforceability without invalidating the remaining provisions.

25. COUNTERPARTS

This Deed may be executed in any number of counterparts and all those counterparts taken together constitute one and the same instrument.

26. BAR TO CLAIMS

Subject to the terms of this Deed, this Deed may be pleaded by any and each of the Companies against any Creditor in bar of any Claim to which the moratorium applies in clause 17 or which is released and extinguished pursuant to clause 18.

27. ENTIRE AGREEMENT

This Deed and the Creditors' Trust Deed sets forth the entire agreement and understanding between the persons bound by this Deed and the Creditors' Trust Deed as to the subject matter of those documents and merges all prior discussions between them, and neither of these persons is bound by any conditions, definitions, warranties or representations with respect to the subject matter of this Deed or the Creditors' Trust Deed other than those expressly incorporated therein or those which may be incorporated by a duly authorised variation to those documents.

28. STAMP DUTY

The Deed Administrators must pay any stamp duty on this Deed, which duty may be paid from the Trust Fund.

206859636_3 Mineral Securities Group – Deed of Company Arrangement 17

Schedule 1

CREDITORS' TRUST DEED

206859636_3 Mineral Securities Group – Deed of Company Arrangement

EXECUTED as a deed.

SIGNED, SEALED and DELIVERED by SHAUN ROBERT FRASER (in his capacity as joint and several administrator of each of the Companies) in the presence of: Signature of party

Signature of witness

Name

SIGNED, SEALED and DELIVERED by SIMON ANDREW READ (in his capacity as joint and several administrator of each of the Companies) in the presence of: Signature of party

Signature of witness

Name

SIGNED, SEALED and DELIVERED by JAMES GERARD THACKRAY (in his capacity as joint and several administrator of each of the Companies) in the presence of: Signature of party

Signature of witness

Name

206859636_3 Mineral Securities Group – Deed of Company Arrangement

EXECUTED by MINERAL SECURITIES OPERATIONS LIMITED (ACN 091 158 593) (Administrators Appointed) by SHAUN ROBERT FRASER its duly appointed Administrator:

Signature of Administrator

Name

EXECUTED by MINERAL SECURITIES HOLDINGS PTY LTD (ACN 092 525 614) (Administrators Appointed) by SHAUN ROBERT FRASER its duly appointed Administrator:

Signature of Administrator

Name

EXECUTED by PLATMIN HOLDINGS PTY LTD (ACN 117 927 965) (Administrators Appointed) by SHAUN ROBERT FRASER its duly appointed Administrator:

Signature of Administrator

Name

206859636_3 Mineral Securities Group – Deed of Company Arrangement

EXECUTED by KADINA PTY LIMITED (ACN 009 633 096) (Administrators Appointed) by SHAUN ROBERT FRASER its duly appointed Administrator:

Signature of Administrator

Name

SIGNED, SEALED and DELIVERED for MINERAL SECURITIES LIMITED (A company incorporated in the British Virgin Islands) (ARBN 124 546 443) under power of attorney in the presence of: Signature of attorney

Signature of witness Name

Book No Name Registration details

EXECUTED by DEMPSEY RESOURCES PTY LTD (ACN 100 305 486) in accordance with section 127 of the Corporations Act:

Signature of director Signature of director/secretary

Full name Full name

206859636_3 Mineral Securities Group – Deed of Company Arrangement

Appendix 5

Proposed Creditors’ Trust Deed

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 87

Creditors' Trust Deed

Shaun Robert Fraser, Simon Andrew Read and James Gerard Thackray Mineral Securities Operations Limited (Administrators Appointed) (Receivers and Managers Appointed) ACN 091 158 593 Mineral Securities Holdings Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed) ACN 092 525 614 Platmin Holdings Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed) ACN 117 927 965 Kadina Pty Limited (Administrators Appointed) (Receivers and Managers Appointed) ACN 009 633 096

Level 32, Exchange Plaza 2 The Esplanade Perth WA 6000 Australia T 61 8 9366 8000 F 61 8 9366 8111 Reference LQW LXL 09 2004 2951 ©Blake Dawson 2009

Contents

1. DEFINITIONS AND INTERPRETATION 1

1.1 Definitions 1 1.2 Interpretation 3

2. DECLARATION OF TRUST 3

2.1 Declaration of trust 3 2.2 Powers of Trustees 4 2.3 Name of Trust 4 2.4 No obligation to act in certain circumstances 4

3. DISTRIBUTION OF FUND 5

3.1 Order of distribution 5 3.2 Pooling 5

4. PERPETUITY PERIOD 5

5. MAKING CLAIMS 5

5.1 Admissibility of Claims 5 5.2 Return to Admitted Creditors not to exceed 100 cents in the dollar 6 5.3 No interest 6 5.4 Intercompany Claims 6 5.5 Making Claims and Proof of Claims 6 5.6 Abandonment of Claims 6

6. REGISTER 6

6.1 Maintain a Register 6

7. MEETINGS 7

7.1 Calling of meetings 7 7.2 Procedure 7

8. TRUSTEES' REMUNERATION AND EXPENSES 7

8.1 Trustees' remuneration 7 8.2 Trustees' costs, fees and expenses 7

9. TRUSTEES' INDEMNITY AND LIEN 7

9.1 Indemnity 7 9.2 Continuing indemnity 8 9.3 Scope of indemnity 8 9.4 Lien 8

10. ADMINISTRATORS' AND DEED ADMINISTRATORS' REMUNERATION AND EXPENSES 9

10.1 Administrators' Remuneration 9 10.2 Deed Administrators' Remuneration 9 10.3 Administrators' and Deed Administrators' Costs Fees and Expenses 9

206860350_4 Creditors' Trust Deed

11. ADMINISTRATORS' AND DEED ADMINISTRATORS' INDEMNITY AND LIEN 9

11.1 Indemnity 9 11.2 Continuing indemnity 10 11.3 Scope of Indemnity 10 11.4 Lien 11

12. LIABILITY 11

12.1 Exclusion of Liability 11 12.2 Reliance on advice 11

13. RESIGNATION OF TRUSTEES 11

13.1 Trustees to act continuously 11 13.2 Resignation of Trustees 11 13.3 Appointment of replacement trustees 11 13.4 Costs 11

14. TERMINATION 12

14.1 Termination of the Trust 12 14.2 Meeting of Admitted Creditors 12 14.3 Previous operation preserved 12

15. NOTICES 12

16. MISCELLANEOUS 13

16.1 Stamp Duty 13 16.2 Governing law and jurisdiction 13 16.3 Severability 13 16.4 Waivers 13 16.5 Execution of separate documents 13 16.6 Goods and services tax 13 16.7 Joint and Several 14

206860350_4 Creditors' Trust Deed

Creditors' Trust Deed

DATE

PARTIES

SHAUN ROBERT FRASER and SIMON ANDREW READ and JAMES GERARD THACKRAY of McGrath Nicol, Level 17, 37 St Georges Terrace, Perth in the State

Each of

Mineral Securities Operations Limited (ACN 091 158 593) (Administrators Appointed) (Receivers and Managers Appointed) of Level 22 Allendale Square, 77 St Georges Terrace, Perth in the State (MinSec Operations)

Mineral Securities Holdings Pty Ltd (ACN 092 525 614) (Administrators Appointed) (Receivers and Managers Appointed) of Level 22 Allendale Square, 77 St Georges Terrace, Perth in the State (MinSec Holdings)

Platmin Holdings Pty Ltd (ACN 117 927 965) (Administrators Appointed) (Receivers and Managers Appointed) of Level 22 Allendale Square, 77 St Georges Terrace, Perth in the State (Platmin)

Kadina Pty Limited (ACN 009 633 096) (Administrators Appointed) (Receivers and Managers Appointed) of Level 22 Allendale Square, 77 St Georges Terrace, Perth in the State (Kadina)

(together, Companies)

RECITALS

A. On [date] the Creditors of the Companies voted in favour of executing the DOCA and the creation of this Trust for the Creditors.

B. Pursuant to the DOCA and in order for the Companies to continue in existence without being the subject of the DOCA, the DOCA was terminated on Completion and the terms of this Trust Deed took effect.

C. This Trust Deed is entered into to comply with and give effect to the DOCA.

OPERATIVE PROVISIONS

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Unless defined in this Trust Deed or the context otherwise requires, words and phrases defined in the DOCA have the same meaning when used in this Trust Deed:

Administrators means Shaun Robert Fraser, Simon Andrew Read and James Gerard Thackray in their capacities as administrators of the Companies, and their successors and assigns.

Admitted Claim means the Claim of an Admitted Creditor the proof of debt for which has been accepted by the Administrators, Deed Administrators or Trustees (as the case may be) in accordance with the DOCA or this Trust Deed.

206860350_4 Creditors' Trust Deed 1

Admitted Creditor means a Creditor whose Claim has been accepted fully or contingently by the Administrators, Deed Administrators or Trustees (as the case may be) and for voting purposes, Admitted Creditor means a Creditor whose Claim has been accepted for voting purposes (whether or not it has been admitted for any other purpose).

Appointment Date means 27 November 2008.

Claims means any action, demand, suit, proceeding, debt, claim, loss, damage or other liability (present or future, certain or contingent, ascertained or sounding only in damages) whatsoever and howsoever arising (directly or indirectly) against any or all of the Companies which arose before the Appointment Date or out of events which occurred before the Appointment Date (regardless of whether the debt or claim in respect of those events arose before or after the Appointment Date).

Commencement Date means the date of execution of the DOCA.

Completion means the performance of the transactions contemplated by clause 14.3 of the DOCA.

Completion Date means the date on which all of the Conditions Precedent to the DOCA have been satisfied or waived, the transactions in clause 14.3 of the DOCA take place and the condition in clause 14.4 of the DOCA is satisfied, or such other day as may be agreed between the parties to the DOCA.

Conditions Precedent means the conditions precedent set out in clause 5.1 of the DOCA.

CopperCo Limited means CopperCo Limited (ACN 004 434 904) (Administrators Appointed) (Receivers and Managers Appointed) of Level 22 Allendale Square, 77 St Georges Terrace, Perth in the State.

Creditor means any person who has a Claim against any of the Companies.

Deed Administrators means Shaun Robert Fraser, Simon Andrew Read and James Gerard Thackray in their capacities as administrators of this Deed, any other administrator or administrators of this Deed appointed by the Court, and their successors and assigns.

DOCA means the deed of company arrangement to which, among others, the Companies are a party, dated on or about [insert].

Employee Entitlements means any right or entitlement of any employee of a company in the Group, which if that company were wound up, that employee would be entitled, or entitled to receive, pursuant to section 556 or section 560 of the Corporations Act in priority to the unsecured Creditors of the Group and which would not be a right or entitlement that could be set aside or avoided pursuant to Part 5.7B of the Corporations Act or at law.

Excluded Creditors means the Secured Creditor, the Intercompany Creditors of the Companies and any Creditor claiming as an employee of any of the Companies whose Claim could be set aside or avoided pursuant to Part 5.7B of the Corporations Act if that company were wound up or could be set aside or avoided at law.

Intercompany Creditor means CopperCo Limited, MinSec BVI or any of their Subsidiaries or Related Entities.

Receivers and Managers means Gary Peter Doran and David Frank Lombe of Deloitte Touche Tohmatsu, Level 14 Woodside Plaza, 240 St Georges Terrace, Perth in the State in their capacity as joint and several receivers and managers of the Companies.

Secured Creditor means Dempsey Resources Pty Ltd (ACN 100 305 486) of 18 Oxford Close, Leederville in the State.

206860350_4 Creditors' Trust Deed 2

Trust means the trust established pursuant to this Trust Deed.

Trust Deed means this creditors' trust deed.

Trust Fund means all property that the Trustees are required to hold on trust pursuant to the terms of this Trust Deed.

Trustees means Shaun Robert Fraser, Simon Andrew Read and James Gerard Thackray and any other Deed Administrator at the time the Creditors' Trust Deed is executed in their capacity as trustees of the Trust, or any other persons appointed to be trustees of the Trust and their successors and assigns.

1.2 Interpretation

In this Trust Deed, unless the context otherwise requires:

(a) A reference to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced from time to time.

(b) A reference to a clause, part, schedule or attachment is a reference to a clause, part, schedule or attachment of or to this Trust Deed unless otherwise stated.

(c) Where a word or phrase is given a defined meaning another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.

(d) A word which denotes the singular denotes the plural, a word which denotes the plural denotes the singular, and a reference to any gender denotes the other genders.

(e) An expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or public authority.

(f) A reference to dollars or $ means Australian dollars.

(g) A reference to this Trust Deed includes the agreement recorded by this Trust Deed.

(h) References to the word "include" or "including" are to be construed without limitation.

(i) A reference to a Business Day means a day other than a Saturday or Sunday on which banks are open for business generally in the place whose laws govern the construction of this Trust Deed.

2. DECLARATION OF TRUST

2.1 Declaration of trust

The Trustees declare that the Trustees will hold:

(a) the money paid pursuant to clause 11.4(a) of the DOCA; and

(b) any income accruing on the assets of the Trust; which income is to be applied in the same manner as the principal on which it has accrued,

on trust for the Creditors on the terms and conditions set out in this Trust Deed.

206860350_4 Creditors' Trust Deed 3

2.2 Powers of Trustees

The Trustees have, for the purpose of administering the Trust, all the following powers (which shall not be read so as to limit the Trustees' powers pursuant to the Trustees Act 1962 (WA)) jointly and severally:

(a) to take possession of, or do all such things as are necessary to take possession of, the money in, or the money obliged to be paid into the Trust Fund;

(b) to administer the Trust Fund in accordance with the provisions contained in this Trust Deed and the DOCA;

(c) to distribute the money in the Trust Fund in one or more instalments at such time as determined by the Trustees in their absolute discretion;

(d) to ensure that the Companies' obligations pursuant to this Trust Deed and the DOCA are fulfilled and, where necessary, to take such legal action as the Trustees think fit to enforce those obligations;

(e) to admit Claims to proof in accordance with the terms of the DOCA and this Trust Deed;

(f) to ensure that the parties comply with the terms of the Trust Deed;

(g) to appoint a solicitor, accountant or other suitably qualified person to assist the Trustees;

(h) to appoint agents to do any business or attend to any matter or affairs of the Trust that the Trustees are unable to do or that it is unreasonable to expect the Trustees to do in person;

(i) to compromise any Claim on such terms as the Trustees consider fit;

(j) to do all those things in relation to the assets in the Trust Fund that an administrator is empowered to do in relation to a company under a deed of company arrangement which incorporates the prescribed provisions contained in Schedule 8A of the Corporations Act;

(k) to pursue claims and commence legal proceedings on behalf of and in the name of any company within the Group against any other person;

(l) to enter into litigation funding arrangements;

(m) to act as attorney for any of the Companies or any other person for the purposes associated with the Trust;

(n) to do anything which is incidental to a power set out in this clause; and

(o) to do such other things as may be necessary or desirable for the purpose of administering the Trust.

2.3 Name of Trust

The name of the Trust constituted by this Trust Deed is the [MinSec Creditors' Trust].

2.4 No obligation to act in certain circumstances

The Trustees shall not be obliged to take any action under this Trust Deed unless and until there are sufficient available funds in the Trust Fund to pay their remuneration, costs, fees and expenses referred to in clause 8.

206860350_4 Creditors' Trust Deed 4

3. DISTRIBUTION OF FUND

3.1 Order of distribution

The Trust Fund shall be applied by the Trustees in the following order of priority:

(a) firstly, to the extent that the Administrators' Remuneration and Expenses, the Deed Administrators' Remuneration and Expenses and the Indemnity Amount have not been paid, in payment of those sums;

(b) next, the costs, expenses and remuneration of the Trustees and other costs and expenses payable by the Trustees under the Creditors' Trust Deed;

(c) next, any employee entitlements payable by the Companies including any outstanding wages, superannuation, superannuation guarantee charges, and annual leave accrued to the Appointment Date. Such amounts will be paid on the basis that they are to receive the same priority as if the monies in the Trust Fund were applied in accordance with sections 556, 560 and 561 of the Corporations Act; and

(d) next, to the Admitted Creditors (other than Excluded Creditors and Admitted Creditors to the extent of their Employee Entitlements) on a pro rata basis.

3.2 Pooling

For the purposes of this Trust Deed the Companies will be deemed to be a single entity and each Creditor of each of the Companies will be regarded as a Creditor of the Companies as a whole.

4. PERPETUITY PERIOD

Notwithstanding any other provision of this Trust Deed, each:

(a) interest in property; and

(b) power of the Trustees over or in connection with property,

created or granted by this Trust Deed that, but for this provision, might vest, take effect, or be exercisable, after the expiry of 80 years commencing on the date of this Trust Deed,

(c) if it has not vested or taken effect by that date will vest or take effect on the last day of that period; and

(d) is exercisable only on or before the last day of that period.

5. MAKING CLAIMS

5.1 Admissibility of Claims

(a) Unless Claims have previously been admitted or rejected by the Administrators or the Deed Administrators, the Trustees shall consider the Claims for the purpose of determining whether they should be admitted under this Trust Deed.

(b) Only Claims are admissible under this Trust Deed.

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(c) The Trustees may, in their absolute discretion, elect whether or not to admit Claims and pay any Admitted Claim in accordance with the provisions of this Trust Deed.

5.2 Return to Admitted Creditors not to exceed 100 cents in the dollar

If any part of the Trust Fund remains after the Admitted Creditors (other than Excluded Creditors) have received 100 cents in the dollar for their Claims, such surplus or balance shall be paid by the Trustees to MinSec BVI.

5.3 No interest

Interest shall not accrue, and shall not be payable, in respect of any Creditor's Admitted Claim.

5.4 Intercompany Claims

(a) No Claims by any Intercompany Creditor will be admitted, adjudicated or assessed for the purpose of a distribution from the Trust Fund and no distribution will be made in respect of such claims.

(b) Subject to the satisfaction or waiver of the condition precedent in clause 5.1(b) of the DOCA, any Claims of any Intercompany Creditor will not be released or extinguished under the terms of the DOCA or this Trust Deed, and will survive the termination of the DOCA and the determination of the Trust in accordance with the terms of this Trust Deed.

5.5 Making Claims and Proof of Claims

Subject to the provisions of this Trust Deed, subdivisions A, B, C, D and E of Division 6 of Part 5.6 of the Corporations Act (except section 556, other than to the extent expressly incorporated) and regulations 5.6.39 to 5.6.63 (inclusive) and 5.6.70 of the Corporations Regulations apply to Claims under this Trust Deed as if the references to the liquidator were references to the Trustees, references to winding up were references to this Trust Deed and with such other modifications as are necessary to give effect to this Trust Deed.

5.6 Abandonment of Claims

(a) A Claim other than a Claim of an Intercompany Creditor which is not the subject of a proof lodged with the Trustees in the form required by the Trustees prior to the declaration of a final dividend shall be deemed to have been abandoned by the person making the Claim.

(b) A Claim which has been rejected by the Trustees and in respect of which no appeal or application to a court is made within 14 days after the date of notification of rejection, shall be deemed to have been abandoned by the person making the Claim.

6. REGISTER

6.1 Maintain a Register

(a) The Trustees shall maintain in Perth, Western Australia (or such other location as the Trustees may determine) a register of Admitted Creditors and distributions made to Admitted Creditors by the Trustees.

(b) The register kept pursuant to clause 6.1(a) shall be conclusive evidence of the matters entered on the register.

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7. MEETINGS

7.1 Calling of meetings

A meeting of the Creditors may be convened by the Trustees at any time.

7.2 Procedure

Except to the extent (if any) they are excluded or modified by or are inconsistent with the terms of this Trust Deed, regulations 5.6.12 to 5.6.36A of the Corporations Regulations apply, with such modifications as are necessary, to meetings of the Creditors as if the references to "the liquidator", "the liquidator or provisional liquidator'', the "liquidator, provisional liquidator or chairman", or "a liquidator, provisional liquidator or trustee for debenture holders", as the case may be, were references to the Trustees.

8. TRUSTEES' REMUNERATION AND EXPENSES

8.1 Trustees' remuneration

The Trustees are entitled to be remunerated from the Trust Fund in respect of any work done by:

(a) the Trustees;

(b) any partner or employee of the Trustees; and

(c) any employee of a company of which the Trustees are directors,

in connection with their calling for and adjudicating upon the proofs of Claims, the distribution of the Trust Fund, the exercise of their powers and discretions, the performance of their duties, obligations and responsibilities as Trustees and this Trust Deed to be calculated on an hourly basis at the usual rates charged from time to time by McGrath Nicol as approved at a meeting of Admitted Creditors which may be called pursuant to clause 7 or approved by the court to be drawn from the Trust Fund.

8.2 Trustees' costs, fees and expenses

The Trustees must be reimbursed from the Trust Fund in respect of all costs, fees and expenses incurred in connection with their calling for and adjudicating upon the proofs of Claims, the distribution of the Trust Fund, the exercise of their powers and discretions, the performance of their duties, obligations and responsibilities as Trustees and this Trust Deed (including without limitation any stamp duty payable in respect of this Trust Deed and the DOCA).

9. TRUSTEES' INDEMNITY AND LIEN

9.1 Indemnity

Subject to this clause 9, the Trustees are entitled to be indemnified and to be kept indemnified out of the Trust Fund for:

(a) their remuneration, costs, fees and expenses referred to in clause 8;

(b) all debts payable and liabilities incurred by and actions, suits, proceedings, accounts, demands and claims (present or future, certain or contingent, ascertained or sounding only in damages) (Actions) (which may be commenced, pursued, incurred by or made against the Trustees arising out of or in relation to

206860350_4 Creditors' Trust Deed 7

the period of administration of the Companies, the DOCA or this Trust Deed (including without limitation their administration of the Trust);

(c) all costs, charges and expenses incurred by the Trustees in commencing, pursuing or defending such Actions provided that the same was incurred in good faith and in the proper exercise of the Trustees' functions, duties or obligations; and

(d) all other costs, expenses, losses and liabilities incurred or suffered by the Trustees in performing any of their functions, duties or obligations, or exercising any of their powers, under or in accordance with the Corporations Act, the Trustees Act 1962 (WA) or any other applicable law or this Trust Deed in connection with their administration of the Trust or their remuneration under clause 8.

9.2 Continuing indemnity

Each indemnity in clause 9.1 is a continuing indemnity and will endure for the benefit of the Trustees and their legal personal representatives notwithstanding:

(a) the cessation of the voluntary administration of any of the Companies;

(b) the termination of the DOCA for any reason whatsoever;

(c) the removal of any of the Administrators or the Deed Administrators and the appointment of a new administrator or administrators of any of the Companies or of the DOCA;

(d) the removal of the Trustees and the appointment of a new trustee or trustees or additional trustee of the Trust; or

(e) any reason whatsoever.

9.3 Scope of indemnity

The indemnity under this clause 9 shall not:

(a) be affected, limited or prejudiced in any way by any irregularity, defect or invalidity in the appointment of the Administrators, the Deed Administrators, or the Trustees and extends to all actions, suits, proceedings, accounts, liabilities, claims and demands arising in any way out of any defect in the appointment of the Administrators, the Deed Administrators, or the Trustees, the approval and execution of the DOCA or this Trust Deed or otherwise;

(b) affect or prejudice all or any rights that the Trustees may have against the Companies or any other person to be indemnified against the costs, charges, expenses and liabilities incurred by the Trustees by or incidental to the exercise or performance of any of the powers or authorities conferred on the Trustees by this Trust Deed or otherwise; and

(c) be enforceable by the Trustees if the amount owing arises out of their fraud or grossly negligent acts or omissions done or omitted by the Trustees.

9.4 Lien

Without in any way limiting any other lien which the Trustees may have under the DOCA, the Corporations Act or at law to secure the amounts payable under clause 9.1, the Trustees shall have a lien over the Trust Fund to secure payment of those amounts.

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10. ADMINISTRATORS' AND DEED ADMINISTRATORS' REMUNERATION AND EXPENSES

10.1 Administrators' Remuneration

The Administrators must be remunerated in accordance with the DOCA and this Trust Deed in respect of any work done since the Appointment Date to the Commencement Date by:

(a) the Administrators;

(b) any partner or employee of any one or more of the Administrators; and

(c) any employee of a company of which any one or more of the Administrators is a director,

which has been approved by Creditors or by the court.

10.2 Deed Administrators' Remuneration

The Deed Administrators must be remunerated in accordance with the DOCA and this Trust Deed in respect of any work done by:

(a) the Deed Administrators;

(b) any partner or employee of the Deed Administrators; and

(c) any employee of a company of which the Deed Administrators is a director,

in connection with the DOCA calculated on an hourly basis and to be drawn from the Trust Fund and such further fees as may be approved by Creditors at any meeting convened pursuant to section 445F of the Corporations Act or by the court.

10.3 Administrators' and Deed Administrators' Costs Fees and Expenses

The Administrators and the Deed Administrators must be reimbursed in accordance with the DOCA and this Trust Deed in respect of all costs, fees and expenses incurred since the Appointment Date and in connection with the performance of their duties, obligations and responsibilities as voluntary administrators and deed administrators (as the case may be).

11. ADMINISTRATORS' AND DEED ADMINISTRATORS' INDEMNITY AND LIEN

11.1 Indemnity

The Administrators and the Deed Administrators are entitled to be indemnified and are to be kept indemnified out of the Trust Fund for:

(a) all costs incurred and losses and damages suffered by the Administrators or Deed Administrators as a consequence of or arising out of the Companies failing to pay any amount under clause 10;

(b) all debts payable and liabilities incurred by and claims made against the Administrators (present or future, certain or contingent, ascertained or sounding only in damages) in relation to the administration of the Companies, including any amounts payable by the Administrators by virtue of section 443A of the Corporations Act or by virtue of the Administrators having agreed to treat a payment obligation as if it were a debt arising under section 443A of the Corporations Act;

206860350_4 Creditors' Trust Deed 9

(c) all debts payable and liabilities incurred by and claims made against the Deed Administrators (present or future, certain or contingent, ascertained or sounding only in damages) in relation to the administration of the DOCA or their acting as Deed Administrators, including any amounts held by a Court to be or agreed or accepted by the Deed Administrators in good faith and in the proper exercise of the Deed Administrators' functions, duties or obligations as being payable by the Deed Administrators;

(d) all other costs, expenses, losses and liabilities incurred or suffered by the Administrators or the Deed Administrators in performing any of their functions, duties or obligations, or exercising any of their powers, under or in accordance with the Corporations Act, any other applicable law or the DOCA in connection with their administration of the Companies or their remuneration under clause 10; and

(e) all actions, suits, proceedings, accounts, claims and demands (Actions) arising out of the administration of the Companies or the DOCA which may be commenced, pursued, incurred by or made against the Administrators or the Deed Administrators by any person and against all costs, charges and expenses incurred by the Administrators or Deed Administrators in commencing, pursuing or defending such Actions provided that the same was incurred in good faith and in the proper exercise of the Administrators' or Deed Administrators' functions, duties or obligations.

11.2 Continuing indemnity

Each indemnity in clause 11.1 is a continuing indemnity and will endure for the benefit of the Administrators, the Deed Administrators and their legal personal representatives notwithstanding:

(a) the cessation of the voluntary administration of any of the Companies;

(b) the termination of the DOCA for any reason whatsoever;

(c) removal of any of the Administrators or the Deed Administrators and the appointment of a new administrator or administrators of any of the Companies or of the DOCA;

(d) the removal of the Trustees and the appointment of a new trustee or trustees or additional trustee of the Trust; or

(e) any reason whatsoever.

11.3 Scope of Indemnity

The indemnity under this clause 11 shall not:

(a) be affected, limited or prejudiced in any way by any irregularity, defect or invalidity in the appointment of the Administrators, the Deed Administrators, or the Trustees and extends to all actions, suits, proceedings, accounts, liabilities, claims and demands arising in any way out of any defect in the appointment of the Administrators, the Deed Administrators or the Trustees, the approval and execution of the DOCA or the Trust Deed or otherwise;

(b) affect or prejudice all or any rights that the Administrators or Deed Administrators may have against the Companies or any person to be indemnified against the costs, charges, expenses and liabilities incurred by the Administrators or Deed Administrators by or incidental to the exercise or performance of any of the powers or authorities conferred on the Administrators or on the Deed Administrators by the DOCA or otherwise; and

206860350_4 Creditors' Trust Deed 10

(c) be enforceable by the Administrators or Deed Administrators if the amount owing arises out of their fraud or grossly negligent act or omission done or omitted by the Administrators or Deed Administrators (as the case may be).

11.4 Lien

Without in any way limiting any other lien which the Administrators or Deed Administrators may have under the DOCA, the Corporations Act or at law to secure the amounts payable under clause 11.1, the Administrators and Deed Administrators shall have a lien over the Trust Fund to secure payment of those amounts.

12. LIABILITY

12.1 Exclusion of Liability

The Trustees are not liable for any loss, damage, costs or expenses which may be incurred by the Trust Fund or by any person unless that loss, damage, cost or expense was due to the fraud or grossly negligent acts or omissions done or omitted to be done by the Trustees.

12.2 Reliance on advice

The Trustees shall be entitled to act in reliance upon the advice of a solicitor instructed to advise the Trust in respect of the terms of the Trust Deed or its administration and shall not be liable to any person in respect of any act done or omitted to be done by the Trustees acting in reliance on that advice.

13. RESIGNATION OF TRUSTEES

13.1 Trustees to act continuously

The Trustees will act continuously as Trustees under the Trust until the Trust is determined as provided in this Trust Deed or until the Trustees have resigned.

13.2 Resignation of Trustees

The Trustees or any one of them (or any subsequent trustee) may resign at any time by giving not less that 14 days prior written notice to Creditors.

13.3 Appointment of replacement trustees

On the resignation of any or more of the Trustees or any subsequent trustee or trustees, the Creditors may appoint a substitute trustee or trustees to fill the vacancy. If the retiring trustee was a sole trustee the Creditors must appoint the substitute trustee or trustees as soon as reasonably practicable and for the purposes of convening a meeting to make that appointment, the meeting may be convened by any Creditor.

13.4 Costs

The costs, charges and expenses of and in connection with the resignation of a trustee or trustees or the appointment of a replacement trustee or trustees will be recouped from the Trust Fund.

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14. TERMINATION

14.1 Termination of the Trust

The Trust shall be terminated upon the earlier of:

(a) payment of the final distribution from the Trust Fund pursuant to this Trust Deed and of any surplus or balance in the Trust Fund to MinSec BVI pursuant to clause 5.2 of this Trust Deed (or as soon as is reasonably practicable thereafter);

(b) the expiry of the perpetuity period referred to in clause 4 above;

(c) a court order that the Trust be terminated; and

(d) the Admitted Creditors passing a resolution terminating the Trust at a meeting convened pursuant to clause 14.2.

14.2 Meeting of Admitted Creditors

(a) The Trustees may call a meeting of the Admitted Creditors for the purpose of considering a resolution to terminate the Trust where any one of the following occurs:

(i) The DOCA is terminated other than pursuant to clause 15.1 of the DOCA.

(ii) Any of the property referred to in clause 2.1 is not received by the Trustees on the Completion Date.

(b) Where the Trustees elect to convene a meeting pursuant to clause 14.2, the Trustees must send to each Admitted Creditor a report detailing the current position of the Trust, accompanied by such financial statements and additional information as the Trustees think fit, prior to the meeting. The report shall include a statement explaining why the Trustees have convened the meeting.

14.3 Previous operation preserved

The termination or avoidance in whole or part of this Trust does not affect the efficacy of anything done prior to such termination or avoidance.

15. NOTICES

(a) Any notice or communication required or permitted to be given to a person in connection with this Trust Deed is deemed to have been served on the person if:

(i) if it is delivered, when it is left at the address of the person;

(ii) if it is sent by post, two (or, in the case of a notice or communication posted to another country, nine) Business Days after it is posted; and

(iii) if it is sent by fax, as soon as the sender receives from the sender's fax machine a report of an error free transmission to the correct fax number.

(b) However, if any notice or communication is given, on a day that is not a Business Day or after 5pm on a Business Day, in the place of the person to whom it is sent, it is to be treated as having been served at the beginning of the next Business Day.

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16. MISCELLANEOUS

16.1 Stamp Duty

The Trustees shall pay, out of the Trust Fund, any stamp duty payable with respect to this Trust Deed or the DOCA.

16.2 Governing law and jurisdiction

(a) This Trust Deed is governed by and must be construed in accordance with the laws of Western Australia.

(b) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia and all courts which have jurisdiction to hear appeals from those courts.

16.3 Severability

Each provision of this Trust Deed is individually severable. If any provision is or becomes illegal, unenforceable or invalid in any jurisdiction it is to be treated as being severed from this Trust Deed in the relevant jurisdiction, but the rest of this Trust Deed will not be affected. The legality, validity and enforceability of the provision in any other jurisdiction will not be affected.

16.4 Waivers

A waiver of any right, power or remedy under this Trust Deed must be in writing signed by the party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

16.5 Execution of separate documents

This Trust Deed is properly executed if each party executes either this Trust Deed or an identical document. In the latter case, this Trust Deed takes effect when the separately executed documents are exchanged between the parties.

16.6 Goods and services tax

(a) Unless expressly included, the consideration for any supply under or in connection with the Trust Deed is exclusive of GST.

(b) Where:

(i) A party (Supplier) makes a taxable supply to another party (Recipient), the Recipient must pay to the Supplier an additional amount equal to the GST payable by the Supplier (unless the consideration for that taxable supply is expressed to include GST). The additional amount must be paid when any consideration for the taxable supply is first paid or provided. The Supplier must provide to the Recipient a tax invoice at the time of payment.

(ii) A party indemnifies, reimburses or makes a contribution (Contribution) to the other party, and the other party can obtain an input tax credit on an acquisition associated with the Contribution, the amount of the Contribution for the first party is reduced by the amount of that input tax credit. The reduction is to be made before any increase under clause 12.

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(iii) Terms are used in this clause they have the meanings given to them in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

16.7 Joint and Several

Where there is more than one trustee of the Trust, a function or power of a trustee may be performed or exercised by any one of them alone or by any two or more of them together. A reference in this Trust Deed to "Trustees" is a reference to whichever one or more of those trustees the case requires.

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EXECUTED as a deed.

SIGNED, SEALED and DELIVERED by SHAUN ROBERT FRASER in the presence of: Signature of party

Signature of witness

Name

SIGNED, SEALED and DELIVERED by SIMON ANDREW READ in the presence of: Signature of party

Signature of witness

Name

SIGNED, SEALED and DELIVERED by JAMES GERARD THACKRAY in the presence of: Signature of party

Signature of witness

Name

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EXECUTED by MINERAL SECURITIES OPERATIONS LIMITED (ACN 091 158 593) (Administrators Appointed) by SHAUN ROBERT FRASER its duly appointed Administrator:

Signature of Administrator

Name

EXECUTED by MINERAL SECURITIES HOLDINGS PTY LTD (ACN 092 525 614) (Administrators Appointed) by SHAUN ROBERT FRASER its duly appointed Administrator:

Signature of Administrator

Name

EXECUTED by PLATMIN HOLDINGS PTY LTD (ACN 117 927 965) (Administrators Appointed) by SHAUN ROBERT FRASER its duly appointed Administrator:

Signature of Administrator

Name

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EXECUTED by KADINA PTY LIMITED (ACN 009 633 096) (Administrators Appointed) by SHAUN ROBERT FRASER its duly appointed Administrator:

Signature of Administrator

Name

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Appendix 6

Remuneration schedules for each entity within the CopperCo Administration Group

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Appendix 6A CopperCo Work Completed Approval sought Approval is being sought for remuneration of $109,184.80 (excluding GST), with the following resolutions to be proposed at the forthcoming meeting: “That the remuneration of the Administrators for the period from appointment to 5 June 2009 in the amount of $109,184.80, excluding GST, is hereby approved for payment.” This remuneration has been calculated in accordance with the Schedule of Remuneration Methods and Hourly Rates previously provided in this administration. Description of work completed Task Area General Description Includes Sale of Real Property Review recapitalisation and acquisition proposal. Review sale contracts prepared by Receiver and Assets Manager. [31.8 hours] Review sale process conducted by Receiver and [$15,328.50] Manager. Correspondence regarding hedge book closure. Creditor Enquiries Receive and follow up creditor enquiries in relation to: - the Administration process; - change of Receivers and Managers; - change of Secured Creditor; and - the sale of the company‟s assets. Review and prepare correspondence to creditors and their representatives via facsimile, email and post. Correspondence with committee of creditors‟ members. Creditor reports Preparing 439A, investigation, meeting and general reports to creditors. Dealing with proofs of Preparation of correspondence to potential creditors debt inviting lodgement of PODs when not related to a dividend. Corresponding with OSR and ATO regarding POD‟s Creditors when not related to a dividend. [206 hours] Meeting of Creditors Preparation meeting notices, proxies and [$74,308.25] advertisements. Forward notice of meeting to all known creditors. Preparation of meeting file, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting. Preparation and lodgement minutes of meetings with ASIC. Respond to stakeholder queries and questions immediately following meeting. Review extension of convening period. Shareholder enquires Receive and follow up shareholder enquiries in relation to: - the Administration process; - the change of Receivers and Managers; - the change of Secured Creditor; and - the sale of the company‟s assets.

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Task Area General Description Includes Conducting investigation Reviewing company‟s books and records and RATAs prepared by Directors. Review and preparation of company nature and history. Investigation Conducting and summarising statutory searches. [17.9 hours] Preparation of comparative financial statements. [$6,363.50] Preparation of deficiency statement. Review of specific transactions and liaising with directors regarding certain transactions. Preparation of investigation file. Dividend Processing proofs of Receipt of PODs. [29.20hours] debt Maintain POD register [$6,087.00] Correspondence Preparation of appointment documents. Document First month, then 6 monthly administration review. maintenance/file Filing of documents. review/checklist File reviews. Updating checklists. Insurance Correspondence with Willis regarding initial and Administration ongoing insurance requirements. [27.22 hours] ASIC Form 524 and Preparing and lodging ASIC forms including [$7,097.55] other forms appointment of Administrator forms, minutes from the meeting of creditors. Correspondence with ASIC regarding statutory forms. ATO & other statutory Notification of appointment. reporting Preparing BAS‟. Planning / Review Discussions regarding status of administration.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 90

Calculation of remuneration

Employee Position $/hour Total Total Task Area (ex GST) actual ($) Assets Creditors Employees Trade on Investigation Dividend Administration hours hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ Shaun Fraser Appointee 545.00 1.30 708.50 0.00 0.00 0.00 0.00 0.00 0.00 1.30 708.50 Shaun Fraser Appointee 570.00 27.85 15,874.50 8.20 4,674.00 11.85 6,754.50 0.00 0.00 6.50 3,705.00 0.00 1.30 741.00 Shaun Fraser Appointee 690.00 17.00 11,730.00 0.00 17.00 11,730.00 0.00 0.00 0.00 0.00 0.00 Simon Read Appointee 545.00 9.20 5,014.00 0.00 7.00 3,815.00 0.00 0.00 0.00 0.00 2.20 1,199.00 Simon Read Appointee 570.00 17.25 9,832.50 13.50 7,695.00 2.20 1,254.00 0.00 0.00 0.00 0.00 1.55 883.50 James Thackray Appointee 690.00 0.10 69.00 0.00 0.00 0.00 0.00 0.00 0.00 0.10 69.00 John Bumbak Director 420.00 0.80 336.00 0.00 0.80 336.00 0.00 0.00 0.00 0.00 0.00 Bruce Land Senior Manager 380.00 29.00 11,020.00 0.00 26.90 10,222.00 0.00 0.00 1.00 380.00 0.00 1.10 418.00 Bruce Land Senior Manager 420.00 34.60 14,532.00 4.60 1,932.00 28.40 11,928.00 0.00 0.00 0.90 378.00 0.00 0.70 294.00 Melinda Kubank Manager 2 315.00 0.70 220.50 0.00 0.70 220.50 0.00 0.00 0.00 0.00 0.00 Melinda Kubank Manager 2 355.00 9.90 3,514.50 0.00 9.10 3,230.50 0.00 0.00 0.80 284.00 0.00 0.00 Melinda Kubank Manager 2 395.00 23.50 9,282.50 0.00 23.10 9,124.50 0.00 0.00 0.40 158.00 0.00 0.00 Claire Williams Manager 1 315.00 0.02 6.30 0.00 0.00 0.00 0.00 0.00 0.00 0.02 6.30 Philippa Bundell Assistant Manager 275.00 2.70 742.50 0.00 2.70 742.50 0.00 0.00 0.00 0.00 0.00 Alastair Raphael Assistant Manager 275.00 1.90 522.50 0.00 1.90 522.50 0.00 0.00 0.00 0.00 0.00 Dayle Radford Accountant 195.00 3.70 721.50 0.00 3.70 721.50 0.00 0.00 0.00 0.00 0.00 Lisa Jenner Accountant 195.00 28.95 5,645.25 0.00 21.60 4,212.00 0.00 0.00 2.10 409.50 3.00 585.00 2.25 438.75 Lisa Jenner Accountant 210.00 46.55 9,775.50 3.80 798.00 31.90 6,699.00 0.00 0.00 3.00 630.00 3.60 756.00 4.25 892.50 Katharine Truce Accountant 195.00 0.60 117.00 0.00 0.60 117.00 0.00 0.00 0.00 0.00 0.00 Emma O'gorman Accountant 195.00 0.10 19.50 0.00 0.10 19.50 0.00 0.00 0.00 0.00 0.00 Zara Blatchford Accountant 210.00 23.20 4,872.00 0.00 0.60 126.00 0.00 0.00 0.00 22.60 4,746.00 0.00 Jane Ayers Undergraduate/Cadet 190.00 8.90 1,691.00 0.00 8.90 1,691.00 0.00 0.00 0.00 0.00 Mary Agostino Professional/ 145.00 1.50 217.50 0.00 0.00 0.00 0.00 1.50 217.50 0.00 0.00 Mary Agostino Professional/Senior Administrator 160.00 1.60 256.00 0.00 0.00 0.00 0.00 0.30 48.00 0.00 1.30 208.00 Charlotte Reynolds PersonalSenior Administrator Assistant 125.00 0.90 112.50 0.00 0.00 0.00 0.00 0.00 0.00 0.90 112.50 Charlotte Reynolds Personal Assistant 135.00 4.50 607.50 1.70 229.50 2.00 270.00 0.00 0.00 0.00 0.00 0.80 108.00 Kieren Marshall Personal Assistant 140.00 1.50 210.00 0.00 1.50 210.00 0.00 0.00 0.00 0.00 0.00 Birgitta Swed Group Secretary 105.00 4.00 420.00 0.00 3.30 346.50 0.00 0.00 0.00 0.00 0.70 73.50 Elley Faul Group Secretary 105.00 1.55 162.75 0.00 0.15 15.75 0.00 0.00 0.10 10.50 0.00 1.30 136.50 Elley Faul Group Secretary 115.00 0.60 69.00 0.00 0.00 0.00 0.00 0.00 0.00 0.60 69.00 Natasha Lipiec Administrator/Clerical 110.00 3.50 385.00 0.00 0.00 0.00 0.00 0.00 0.00 3.50 385.00 Fenny Hadiwinata Administrator/Clerical 100.00 1.40 140.00 0.00 0.00 0.00 0.00 0.00 0.00 1.40 140.00 Fenny Hadiwinata Administrator/Clerical 110.00 3.25 357.50 0.00 0.00 0.00 0.00 1.30 143.00 0.00 1.95 214.50 TOTAL 109,184.80 31.80 15,328.50 206.00 74,308.25 0.00 0.00 0.00 0.00 17.90 6,363.50 29.20 6,087.00 27.22 7,097.55 GST 10,918.48 TOTAL (including GST) 120,103.28

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 91

Remuneration previously approved

No remuneration has previously been approved in this administration. Disbursements Disbursements include costs incurred on behalf of the company in the course of conducting the administration. Disbursements have been paid for by the Administrators and will be recovered from the administration bank account. Disbursements of this nature are:

Disbursement Type $

Printing and postage 282.81 Meeting Room Hire 156.20 Advertising 291.20 ASIC Searches 320.82 Flights 1,779.28 Per Diem 91.05 Taxi 334.15 Total 3,255.51 A per diem travel allowance is paid by McGrathNicol to employees to cover losses or outgoings (e.g. meals) that are incurred when an employee travels away from their ordinary residence in the course of their duties. The per diem paid by McGrathNicol is consistent with guidance issued by the Australian Taxation Office and the expense is disbursed to the company where travel relates to the conduct of an administration.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 92

Appendix 6B CQO Work Completed Approval sought Approval is being sought for remuneration of $4,651.15 (excluding GST), with the following resolutions to be proposed at the forthcoming meeting: “That the remuneration of the Administrators for the period from appointment to 5 June 2009 in the amount of $4,651.15, excluding GST, is hereby approved for payment.” This remuneration has been calculated in accordance with the Schedule of Remuneration Methods and Hourly Rates previously provided in this administration. Description of work completed Task Area General Description Includes Creditors Creditor reports Preparing 439A, investigation, meeting and general [0.2 hours] reports to creditors. [$79.00] Correspondence Preparation of appointment documents. Document First month, then 6 monthly administration review. maintenance/file Filing of documents. review/checklist File reviews. Updating checklists. Insurance Correspondence with Willis regarding initial and Administration ongoing insurance requirements. [15.46 hours] ASIC Form 524 and Preparing and lodging ASIC forms including [$4,572.15] other forms appointment of Administrator forms, minutes from the meeting of creditors. Correspondence with ASIC regarding statutory forms. ATO & other statutory Notification of appointment. reporting Preparing BAS‟. Completing group certificates. Planning / Review Discussions regarding status of administration.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 93

Calculation of remuneration

Employee Position $/hour Total Total Task Area (ex GST) actual ($) Assets Creditors Employees Trade on Investigation Dividend Administration hours hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ Shaun Fraser Appointee 545.00 0.70 381.50 0.00 0.00 0.00 0.00 0.00 0.00 0.70 381.50 Shaun Fraser Appointee 570.00 0.90 513.00 0.00 0.00 0.00 0.00 0.00 0.00 0.90 513.00 Simon Read Appointee 545.00 1.70 926.50 0.00 0.00 0.00 0.00 0.00 0.00 1.70 926.50 Simon Read Appointee 570.00 1.20 684.00 0.00 0.00 0.00 0.00 0.00 0.00 1.20 684.00 James Thackray Appointee 690.00 0.05 34.50 0.00 0.00 0.00 0.00 0.00 0.00 0.05 34.50 Bruce Land Senior Manager 380.00 0.80 304.00 0.00 0.00 0.00 0.00 0.00 0.00 0.80 304.00 Bruce Land Senior Manager 420.00 0.30 126.00 0.00 0.00 0.00 0.00 0.00 0.00 0.30 126.00 Melinda Kubank Manager 2 395.00 0.20 79.00 0.00 0.20 79.00 0.00 0.00 0.00 0.00 0.00 Claire Williams Manager 1 315.00 0.01 3.15 0.00 0.00 0.00 0.00 0.00 0.00 0.01 3.15 Lisa Jenner Accountant 195.00 2.20 429.00 0.00 0.00 0.00 0.00 0.00 0.00 2.20 429.00 Lisa Jenner Accountant 210.00 3.30 693.00 0.00 0.00 0.00 0.00 0.00 0.00 3.30 693.00 Mary Agostino Professional/ 160.00 0.20 32.00 0.00 0.00 0.00 0.00 0.00 0.00 0.20 32.00 Charlotte Reynolds PersonalSenior Administrator Assistant 125.00 0.30 37.50 0.00 0.00 0.00 0.00 0.00 0.00 0.30 37.50 Charlotte Reynolds Personal Assistant 135.00 0.10 13.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 13.50 Birgitta Swed Group Secretary 105.00 0.10 10.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 10.50 Elley Faul Group Secretary 105.00 1.30 136.50 0.00 0.00 0.00 0.00 0.00 0.00 1.30 136.50 Elley Faul Group Secretary 115.00 0.10 11.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 11.50 Fenny Hadiwinata Administrator/Clerical 100.00 0.60 60.00 0.00 0.00 0.00 0.00 0.00 0.00 0.60 60.00 Fenny Hadiwinata Administrator/Clerical 110.00 1.60 176.00 0.00 0.00 0.00 0.00 0.00 0.00 1.60 176.00 TOTAL 4,651.15 0.00 0.00 0.20 79.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 15.46 4,572.15 GST 465.12 TOTAL (including GST) 5,116.27

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 94

Remuneration previously approved

No remuneration has previously been approved in this administration. Disbursements Disbursements include costs incurred on behalf of the company in the course of conducting the administration. Disbursements have been paid for by the Administrators and will be recovered from the administration bank account. Disbursements of this nature are:

Disbursement Type $

Printing and postage 282.60 Meeting Room Hire 156.10 Advertising 290.60 ASIC Searches 320.80 Total 1,050.10 Future Fees – Liquidators’ Remuneration Approval Sought Approval is being sought for future remuneration capped at $10,000 (excluding GST), with the following resolution to be proposed at the forthcoming meeting: “That the remuneration of the Liquidators for the period from the commencement of the liquidation to the completion of the Liquidation shall be a sum equal to the cost of time spent by the Liquidators, partners and staff, calculated at the rates detailed in the Schedule of Remuneration Methods and Hourly Rates provided to creditors, to a capped amount of $10,000, exclusive of GST.” The future remuneration being sought represents the current estimate of the work required and the associated remuneration to the completion of the Liquidation. In the event that unforeseen circumstances arise which require work to be done in excess of that which is presently anticipated a further Remuneration Report will be provided and approval sought for further remuneration from creditors. Description of major tasks to be completed and explanation of estimated fees Task Area General Description Includes Correspondence Preparation of liquidation documents and correspondence Document Filing of documents. maintenance/file File reviews. review/checklist Updating checklists. Insurance Correspondence with Willis regarding ongoing insurance requirements. Administration Bank account Preparing correspondence opening and closing [$10,000] administration accounts. Requesting bank statements. Bank account reconciliations. Correspondence with bank regarding specific transfers. ASIC Form 524 and Preparing and lodging ASIC forms. other forms Correspondence with ASIC regarding statutory forms.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 95

Task Area General Description Includes ATO & other statutory Preparing BAS‟. reporting Finalisation Notifying ATO of finalisation. Cancelling ABN / GST / PAYG registration. Completing checklists. ASIC deregistration Planning / Review Discussions regarding status of administration. Books and records / Dealing with records in storage. storage Sending job files to storage.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 96

Appendix 6C Lady Annie Work Completed Approval sought Approval is being sought for remuneration of $4,651.15 (excluding GST), with the following resolutions to be proposed at the forthcoming meeting: “That the remuneration of the Administrators for the period from appointment to 5 June 2009 in the amount of $4,651.15, excluding GST, is hereby approved for payment.” This remuneration has been calculated in accordance with the Schedule of Remuneration Methods and Hourly Rates previously provided in this administration. Description of work completed Task Area General Description Includes Creditors Creditor reports Preparing 439A, investigation, meeting and general [0.20 hours] reports to creditors. [$79.00] Correspondence Preparation of appointment documents. Document First month, then 6 monthly administration review. maintenance/file Filing of documents. review/checklist File reviews. Updating checklists. Insurance Correspondence with Willis regarding initial and Administration ongoing insurance requirements. [15.46 hours] ASIC Form 524 and Preparing and lodging ASIC forms including [$4,572.15] other forms appointment of Administrator forms, minutes from the meeting of creditors. Correspondence with ASIC regarding statutory forms. ATO & other statutory Notification of appointment. reporting Preparing BAS‟. Completing group certificates. Planning / Review Discussions regarding status of administration.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 97

Calculation of remuneration

Employee Position $/hour Total Total Task Area (ex GST) actual ($) Assets Creditors Employees Trade on Investigation Dividend Administration hours hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ Shaun Fraser Appointee 545.00 0.70 381.50 0.00 0.00 0.00 0.00 0.00 0.00 0.70 381.50 Shaun Fraser Appointee 570.00 0.90 513.00 0.00 0.00 0.00 0.00 0.00 0.00 0.90 513.00 Simon Read Appointee 545.00 1.70 926.50 0.00 0.00 0.00 0.00 0.00 0.00 1.70 926.50 Simon Read Appointee 570.00 1.20 684.00 0.00 0.00 0.00 0.00 0.00 0.00 1.20 684.00 James Thackray Appointee 690.00 0.05 34.50 0.00 0.00 0.00 0.00 0.00 0.00 0.05 34.50 Bruce Land Senior Manager 380.00 0.80 304.00 0.00 0.00 0.00 0.00 0.00 0.00 0.80 304.00 Bruce Land Senior Manager 420.00 0.30 126.00 0.00 0.00 0.00 0.00 0.00 0.00 0.30 126.00 Melinda Kubank Manager 2 395.00 0.20 79.00 0.00 0.20 79.00 0.00 0.00 0.00 0.00 0.00 Claire Williams Manager 1 315.00 0.01 3.15 0.00 0.00 0.00 0.00 0.00 0.00 0.01 3.15 Lisa Jenner Accountant 195.00 2.20 429.00 0.00 0.00 0.00 0.00 0.00 0.00 2.20 429.00 Lisa Jenner Accountant 210.00 3.30 693.00 0.00 0.00 0.00 0.00 0.00 0.00 3.30 693.00 Mary Agostino Professional/ 160.00 0.20 32.00 0.00 0.00 0.00 0.00 0.00 0.00 0.20 32.00 Charlotte Reynolds PersonalSenior Administrator Assistant 125.00 0.30 37.50 0.00 0.00 0.00 0.00 0.00 0.00 0.30 37.50 Charlotte Reynolds Personal Assistant 135.00 0.10 13.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 13.50 Birgitta Swed Group Secretary 105.00 0.10 10.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 10.50 Elley Faul Group Secretary 105.00 1.30 136.50 0.00 0.00 0.00 0.00 0.00 0.00 1.30 136.50 Elley Faul Group Secretary 115.00 0.10 11.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 11.50 Fenny Hadiwinata Administrator/Clerical 100.00 0.60 60.00 0.00 0.00 0.00 0.00 0.00 0.00 0.60 60.00 Fenny Hadiwinata Administrator/Clerical 110.00 1.60 176.00 0.00 0.00 0.00 0.00 0.00 0.00 1.60 176.00 TOTAL 4,651.15 0.00 0.00 0.20 79.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 15.46 4,572.15 GST 465.12 TOTAL (including GST) 5,116.27

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 98

Remuneration previously approved

No remuneration has previously been approved in this administration. Disbursements Disbursements include costs incurred on behalf of the company in the course of conducting the administration. Disbursements have been paid for by the Administrators and will be recovered from the administration bank account. Disbursements of this nature are:

Disbursement Type $

Printing and postage 282.60 Meeting Room Hire 156.10 Advertising 290.60 ASIC Searches 320.80 Total 1,050.10 Future Fees – Liquidators’ Remuneration Approval Sought Approval is being sought for future remuneration capped at $10,000 (excluding GST), with the following resolution to be proposed at the forthcoming meeting: “That the remuneration of the Liquidators for the period from the commencement of the liquidation to the completion of the Liquidation shall be a sum equal to the cost of time spent by the Liquidators, partners and staff, calculated at the rates detailed in the Schedule of Remuneration Methods and Hourly Rates provided to creditors, to a capped amount of $10,000, exclusive of GST.” The future remuneration being sought represents the current estimate of the work required and the associated remuneration to the completion of the Liquidation. In the event that unforeseen circumstances arise which require work to be done in excess of that which is presently anticipated a further Remuneration Report will be provided and approval sought for further remuneration. Description of major tasks to be completed and explanation of estimated fees Task Area General Description Includes Correspondence Preparation of liquidation documents and correspondence Document Filing of documents. maintenance/file File reviews. review/checklist Updating checklists. Insurance Correspondence with Willis regarding ongoing insurance requirements. Administration Bank account Preparing correspondence opening and closing [$10,000] administration accounts. Requesting bank statements. Bank account reconciliations. Correspondence with bank regarding specific transfers. ASIC Form 524 and Preparing and lodging ASIC forms. other forms Correspondence with ASIC regarding statutory forms.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 99

Task Area General Description Includes ATO & other statutory Preparing BAS‟. reporting Finalisation Notifying ATO of finalisation. Cancelling ABN / GST / PAYG registration. Completing checklists. ASIC deregistration. Planning / Review Discussions regarding status of administration. Books and records / Dealing with records in storage. storage Sending job files to storage.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 100

Appendix 6D LAO Work Completed Approval sought Approval is being sought for remuneration of $63,696.40 (excluding GST), with the following resolutions to be proposed at the forthcoming meeting: “That the remuneration of the Administrators for the period from appointment to 5 June 2009 in the amount of $63,696.40, excluding GST, is hereby approved for payment.” This remuneration has been calculated in accordance with the Schedule of Remuneration Methods and Hourly Rates previously provided in this administration. Description of work completed Task Area General Description Includes Sale of Real Property Reviewing Receiver and Manager information Assets explaining the Asset sale process, reviewing offers [8 hours] and considering the asset sale agreements entered [$4,560] into by the Receiver and Manager. Creditor Enquiries Receive and follow up creditor enquiries in relation to: - the Administration process; Creditors - change of Receivers and Managers; [109.70 hours] - change of Secured Creditor; and [$33,098.25] - the sale of the company‟s assets. Review and prepare correspondence to creditors and their representatives via facsimile, email and post. Correspondence with committee of creditors‟ members. Creditor reports Preparing 439A, investigation, meeting and general reports to creditors. Dealing with proofs of Preparation of correspondence to potential creditors debt inviting lodgement of PODs when not related to a dividend. Corresponding with OSR and ATO regarding POD‟s when not related to a dividend. Meeting of Creditors Preparation meeting notices, proxies and advertisements. Forward notice of meeting to all known creditors. Preparation of meeting file, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting. Preparation and lodgement minutes of meetings with ASIC. Respond to stakeholder queries and questions immediately following meeting. Review extension of convening period. Employees enquiry Receive and follow up employee enquiries via Employees telephone. [0.60 hours] Maintain employee enquiry register. [$75.00] Review and prepare correspondence to creditors and their representatives via facsimile, email and post.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 101

Task Area General Description Includes Conducting investigation Reviewing company‟s books and records and RATAs prepared by Directors. Review and preparation of company nature and history. Investigation Conducting and summarising statutory searches. [22.10 hours] Preparation of comparative financial statements. [$7,091.50] Preparation of deficiency statement. Review of specific transactions and liaising with directors regarding certain transactions. Preparation of investigation file. Processing proofs of Receipt of PODs. Dividend debt Maintain POD register [68.60 hours]

[$14,299.50]

Correspondence Preparation of appointment documents. Document First month, then 6 monthly administration review. maintenance/file Filing of documents. review/checklist File reviews. Updating checklists. Insurance Correspondence with Willis regarding initial and Administration ongoing insurance requirements.. [15.46 hours] ASIC Form 524 and Preparing and lodging ASIC forms including [$4,572.15] other forms appointment of Administrator forms, minutes from the meeting of creditors. Correspondence with ASIC regarding statutory forms.. ATO & other statutory Notification of appointment. reporting Preparing BAS‟. Planning / Review Discussions regarding status of administration.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 102

Calculation of remuneration

Employee Position $/hour Total Total Task Area (ex GST) actual ($) Assets Creditors Employees Trade on Investigation Dividend Administration hours hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ Shaun Fraser Appointee 545.00 0.70 381.50 0.00 0.00 0.00 0.00 0.00 0.00 0.70 381.50 Shaun Fraser Appointee 570.00 18.85 10,744.50 8.00 4,560.00 3.35 1,909.50 0.00 0.00 6.60 3,762.00 0.00 0.90 513.00 Simon Read Appointee 545.00 8.70 4,741.50 0.00 7.00 3,815.00 0.00 0.00 0.00 0.00 1.70 926.50 Simon Read Appointee 570.00 3.40 1,938.00 0.00 2.20 1,254.00 0.00 0.00 0.00 0.00 1.20 684.00 James Thackray Appointee 690.00 0.05 34.50 0.00 0.00 0.00 0.00 0.00 0.00 0.05 34.50 John Bumbak Director 420.00 0.80 336.00 0.00 0.80 336.00 0.00 0.00 0.00 0.00 0.00 Bruce Land Senior Manager 380.00 28.70 10,906.00 0.00 26.90 10,222.00 0.00 0.00 1.00 380.00 0.00 0.80 304.00 Bruce Land Senior Manager 420.00 6.80 2,856.00 0.00 5.60 2,352.00 0.00 0.00 0.90 378.00 0.00 0.30 126.00 Melinda Kubank Manager 2 315.00 0.70 220.50 0.00 0.70 220.50 0.00 0.00 0.00 0.00 0.00 Melinda Kubank Manager 2 355.00 0.10 35.50 0.00 0.10 35.50 0.00 0.00 0.00 0.00 0.00 Melinda Kubank Manager 2 395.00 0.90 355.50 0.00 0.90 355.50 0.00 0.00 0.00 0.00 0.00 Claire Williams Manager 1 315.00 0.01 3.15 0.00 0.00 0.00 0.00 0.00 0.00 0.01 3.15 Philippa Bundell Assistant Manager 275.00 2.70 742.50 0.00 2.70 742.50 0.00 0.00 0.00 0.00 0.00 Alastair Raphael Assistant Manager 275.00 1.90 522.50 0.00 1.90 522.50 0.00 0.00 0.00 0.00 0.00 Dayle Radford Accountant 195.00 3.70 721.50 0.00 3.70 721.50 0.00 0.00 0.00 0.00 0.00 Lisa Jenner Accountant 195.00 33.00 6,435.00 0.00 21.60 4,212.00 0.00 0.00 2.10 409.50 7.10 1,384.50 2.20 429.00 Lisa Jenner Accountant 210.00 47.70 10,017.00 0.00 27.50 5,775.00 0.00 0.00 8.30 1,743.00 8.60 1,806.00 3.30 693.00 Katharine Truce Accountant 195.00 0.60 117.00 0.00 0.60 117.00 0.00 0.00 0.00 0.00 0.00 Emma O'gorman Accountant 195.00 0.10 19.50 0.00 0.10 19.50 0.00 0.00 0.00 0.00 0.00 Zara Blatchford Accountant 210.00 53.50 11,235.00 0.00 0.60 126.00 0.00 0.00 0.00 52.90 11,109.00 0.00 Mary Agostino Professional/ 145.00 1.50 217.50 0.00 0.00 0.00 0.00 1.50 217.50 0.00 0.00 Mary Agostino Professional/Senior Administrator 160.00 0.50 80.00 0.00 0.00 0.00 0.00 0.30 48.00 0.00 0.20 32.00 Charlotte Reynolds PersonalSenior Administrator Assistant 125.00 0.90 112.50 0.00 0.00 0.60 75.00 0.00 0.00 0.00 0.30 37.50 Charlotte Reynolds Personal Assistant 135.00 0.10 13.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 13.50 Birgitta Swed Group Secretary 105.00 3.40 357.00 0.00 3.30 346.50 0.00 0.00 0.00 0.00 0.10 10.50 Elley Faul Group Secretary 105.00 1.55 162.75 0.00 0.15 15.75 0.00 0.00 0.10 10.50 0.00 1.30 136.50 Elley Faul Group Secretary 115.00 0.10 11.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 11.50 Fenny Hadiwinata Administrator/Clerical 100.00 0.60 60.00 0.00 0.00 0.00 0.00 0.00 0.00 0.60 60.00 Fenny Hadiwinata Administrator/Clerical 110.00 2.90 319.00 0.00 0.00 0.00 0.00 1.30 143.00 0.00 1.60 176.00 TOTAL 63,696.40 8.00 4,560.00 109.70 33,098.25 0.60 75.00 0.00 0.00 22.10 7,091.50 68.60 14,299.50 15.46 4,572.15 GST 6,369.64 TOTAL (including GST) 70,066.04

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 103

Remuneration previously approved

No remuneration has previously been approved in this administration. Disbursements Disbursements include costs incurred on behalf of the company in the course of conducting the administration. Disbursements have been paid for by the Administrators and will be recovered from the administration bank account. Disbursements of this nature are:

Disbursement Type $

Printing and postage 282.60 Meeting Room Hire 156.10 Advertising 290.60 ASIC Searches 320.80 Total 1,050.10

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 104

Appendix 6E Savannah Work Completed Approval sought Approval is being sought for remuneration of $4,651.15(excluding GST), with the following resolutions to be proposed at the forthcoming meeting: “That the remuneration of the Administrators for the period from appointment to 5 June 2009 in the amount of $4,651.15, excluding GST, is hereby approved for payment.” This remuneration has been calculated in accordance with the Schedule of Remuneration Methods and Hourly Rates previously provided in this administration. Description of work completed Task Area General Description Includes Creditors Creditor reports Preparing 439A, investigation, meeting and general [0.20 hours] reports to creditors. [$79.00] Correspondence Preparation of appointment documents. Document First month, then 6 monthly administration review. maintenance/file Filing of documents. review/checklist File reviews. Updating checklists. Insurance Correspondence with Willis regarding initial and Administration ongoing insurance requirements. [15.46 hours] ASIC Form 524 and Preparing and lodging ASIC forms including [$4,572.15] other forms appointment of Administrator forms, minutes from the meeting of creditors. Correspondence with ASIC regarding statutory forms. ATO & other statutory Notification of appointment. reporting Preparing BAS‟. Completing group certificates. Planning / Review Discussions regarding status of administration.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 105

Calculation of remuneration

Employee Position $/hour Total Total Task Area (ex GST) actual ($) Assets Creditors Employees Trade on Investigation Dividend Administration hours hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ Shaun Fraser Appointee 545.00 0.70 381.50 0.00 0.00 0.00 0.00 0.00 0.00 0.70 381.50 Shaun Fraser Appointee 570.00 0.90 513.00 0.00 0.00 0.00 0.00 0.00 0.00 0.90 513.00 Simon Read Appointee 545.00 1.70 926.50 0.00 0.00 0.00 0.00 0.00 0.00 1.70 926.50 Simon Read Appointee 570.00 1.20 684.00 0.00 0.00 0.00 0.00 0.00 0.00 1.20 684.00 James Thackray Appointee 690.00 0.05 34.50 0.00 0.00 0.00 0.00 0.00 0.00 0.05 34.50 Bruce Land Senior Manager 380.00 0.80 304.00 0.00 0.00 0.00 0.00 0.00 0.00 0.80 304.00 Bruce Land Senior Manager 420.00 0.30 126.00 0.00 0.00 0.00 0.00 0.00 0.00 0.30 126.00 Melinda Kubank Manager 2 395.00 0.20 79.00 0.00 0.20 79.00 0.00 0.00 0.00 0.00 0.00 Claire Williams Manager 1 315.00 0.01 3.15 0.00 0.00 0.00 0.00 0.00 0.00 0.01 3.15 Lisa Jenner Accountant 195.00 2.20 429.00 0.00 0.00 0.00 0.00 0.00 0.00 2.20 429.00 Lisa Jenner Accountant 210.00 3.30 693.00 0.00 0.00 0.00 0.00 0.00 0.00 3.30 693.00 Mary Agostino Professional/ 160.00 0.20 32.00 0.00 0.00 0.00 0.00 0.00 0.00 0.20 32.00 Charlotte Reynolds PersonalSenior Administrator Assistant 125.00 0.30 37.50 0.00 0.00 0.00 0.00 0.00 0.00 0.30 37.50 Charlotte Reynolds Personal Assistant 135.00 0.10 13.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 13.50 Birgitta Swed Group Secretary 105.00 0.10 10.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 10.50 Elley Faul Group Secretary 105.00 1.30 136.50 0.00 0.00 0.00 0.00 0.00 0.00 1.30 136.50 Elley Faul Group Secretary 115.00 0.10 11.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 11.50 Fenny Hadiwinata Administrator/Clerical 100.00 0.60 60.00 0.00 0.00 0.00 0.00 0.00 0.00 0.60 60.00 Fenny Hadiwinata Administrator/Clerical 110.00 1.60 176.00 0.00 0.00 0.00 0.00 0.00 0.00 1.60 176.00 TOTAL 4,651.15 0.00 0.00 0.20 79.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 15.46 4,572.15 GST 465.12 TOTAL (including GST) 5,116.27

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 106

Remuneration previously approved

No remuneration has previously been approved in this administration. Disbursements Disbursements include costs incurred on behalf of the company in the course of conducting the administration. Disbursements have been paid for by the Administrators and will be recovered from the administration bank account. Disbursements of this nature are:

Disbursement Type $

Printing and postage 282.60 Meeting Room Hire 156.10 Advertising 290.60 ASIC Searches 320.80 Total 1,050.10 Future Fees – Liquidators’ Remuneration Approval Sought Approval is being sought for future remuneration capped at $10,000 (excluding GST), with the following resolution to be proposed at the forthcoming meeting: “That the remuneration of the Liquidators for the period from the commencement of the liquidation to the completion of the Liquidation shall be a sum equal to the cost of time spent by the Liquidators, partners and staff, calculated at the rates detailed in the Schedule of Remuneration Methods and Hourly Rates provided to creditors, to a capped amount of $10,000, exclusive of GST.” The future remuneration being sought represents the current estimate of the work required and the associated remuneration to the completion of the Liquidation. In the event that unforeseen circumstances arise which require work to be done in excess of that which is presently anticipated a further Remuneration Report will be provided and approval sought for further remuneration. Description of major tasks to be completed and explanation of estimated fees Task Area General Description Includes Correspondence Preparation of liquidation documents and correspondence Document Filing of documents. maintenance/file File reviews. review/checklist Updating checklists. Insurance Correspondence with Willis regarding ongoing insurance requirements. Administration Bank account Preparing correspondence opening and closing [$10,000] administration accounts. Requesting bank statements. Bank account reconciliations. Correspondence with bank regarding specific transfers. ASIC Form 524 and Preparing and lodging ASIC forms. other forms Correspondence with ASIC regarding statutory forms.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 107

Task Area General Description Includes ATO & other statutory Preparing BAS‟. reporting Finalisation Notifying ATO of finalisation. Cancelling ABN / GST / PAYG registration. Completing checklists. ASIC deregistration. Planning / Review Discussions regarding status of administration. Books and records / Dealing with records in storage. storage Sending job files to storage.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 108

Appendix 6F MinSec Ops Work Completed Approval sought Approval is being sought for remuneration of $45,472.90 (excluding GST), with the following resolutions to be proposed at the forthcoming meeting: “That the remuneration of the Administrators for the period from appointment to 5 June 2009 in the amount of $45,472.90, excluding GST, is hereby approved for payment.” This remuneration has been calculated in accordance with the Schedule of Remuneration Methods and Hourly Rates previously provided in this administration. Description of work completed Task Area General Description Includes Creditor Enquiries Receive and follow up creditor enquiries in relation to: - the Administration process; - change of Receivers and Managers; - change of Secured Creditor; and - the sale of the company‟s assets. Review and prepare correspondence to creditors and their representatives via facsimile, email and post. Correspondence with committee of creditors‟ members. Creditor reports Preparing 439A, investigation, meeting and general reports to creditors. Review of DOCA and Creditors Trust Deed. Dealing with proofs of Preparation of correspondence to potential creditors Creditors debt inviting lodgement of PODs when not related to a [77.05 hours] dividend. [$26,158.25] Corresponding with OSR and ATO regarding POD‟s when not related to a dividend. Meeting of Creditors Preparation meeting notices, proxies and advertisements. Forward notice of meeting to all known creditors. Preparation of meeting file, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting. Preparation and lodgement minutes of meetings with ASIC. Respond to stakeholder queries and questions immediately following meeting. Review extension of convening period. Conducting investigation Reviewing company‟s books and records and RATAs prepared by Directors. Review and preparation of company nature and history. Conducting and summarising statutory searches. Investigation Preparation of comparative financial statements. [15.90 hours] Preparation of deficiency statement. [$5,649.50] Review of specific transactions and liaising with directors regarding certain transactions. Preparation of investigation file.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 109

Task Area General Description Includes Correspondence Preparation of appointment documents. Document First month, then 6 monthly administration review. maintenance/file Filing of documents. review/checklist File reviews. Updating checklists. Insurance Correspondence with Willis regarding initial and Administration ongoing insurance requirements.. [37.06 hours] ASIC Form 524 and Preparing and lodging ASIC forms including [$13,665.15] other forms appointment of Administrator forms, minutes from the meeting of creditors. Correspondence with ASIC regarding statutory forms.. ATO & other statutory Notification of appointment. reporting Preparing BAS‟. Planning / Review Discussions regarding status of administration.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 110

Calculation of remuneration

Employee Position $/hour Total Total Task Area (ex GST) actual ($) Assets Creditors Employees Trade on Investigation Dividend Administration hours hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ Shaun Fraser Appointee 545.00 0.70 381.50 0.00 0.00 0.00 0.00 0.00 0.00 0.70 381.50 Shaun Fraser Appointee 570.00 7.10 4,047.00 0.00 0.70 399.00 0.00 0.00 5.50 3,135.00 0.00 0.90 513.00 Shaun Fraser Appointee 690.00 4.30 2,967.00 4.30 2,967.00 0.00 0.00 0.00 0.00 0.00 Simon Read Appointee 545.00 3.40 1,853.00 0.00 1.70 926.50 0.00 0.00 0.00 0.00 1.70 926.50 Simon Read Appointee 570.00 1.70 969.00 0.00 0.50 285.00 0.00 0.00 0.00 0.00 1.20 684.00 James Thackray Appointee 690.00 0.05 34.50 0.00 0.00 0.00 0.00 0.00 0.00 0.05 34.50 John Bumbak Director 420.00 0.20 84.00 0.00 0.20 84.00 0.00 0.00 0.00 0.00 0.00 Bruce Land Senior Manager 380.00 7.70 2,926.00 0.00 6.00 2,280.00 0.00 0.00 0.90 342.00 0.00 0.80 304.00 Bruce Land Senior Manager 420.00 30.70 12,894.00 0.00 7.90 3,318.00 0.00 0.00 0.80 336.00 0.00 22.00 9,240.00 Melinda Kubank Manager 2 315.00 0.10 31.50 0.00 0.10 31.50 0.00 0.00 0.00 0.00 0.00 Melinda Kubank Manager 2 355.00 0.10 35.50 0.00 0.10 35.50 0.00 0.00 0.00 0.00 0.00 Melinda Kubank Manager 2 395.00 24.80 9,796.00 0.00 23.20 9,164.00 0.00 0.00 1.60 632.00 0.00 0.00 Claire Williams Manager 1 315.00 0.01 3.15 0.00 0.00 0.00 0.00 0.00 0.00 0.01 3.15 Philippa Bundell Assistant Manager 275.00 0.60 165.00 0.00 0.60 165.00 0.00 0.00 0.00 0.00 0.00 Alastair Raphael Assistant Manager 275.00 0.50 137.50 0.00 0.50 137.50 0.00 0.00 0.00 0.00 0.00 Dayle Radford Accountant 195.00 0.90 175.50 0.00 0.90 175.50 0.00 0.00 0.00 0.00 0.00 Lisa Jenner Accountant 195.00 8.95 1,745.25 0.00 4.85 945.75 0.00 0.00 1.90 370.50 0.00 2.20 429.00 Lisa Jenner Accountant 210.00 29.00 6,090.00 0.00 23.80 4,998.00 0.00 0.00 2.00 420.00 0.00 3.20 672.00 Katharine Truce Accountant 195.00 0.30 58.50 0.00 0.30 58.50 0.00 0.00 0.00 0.00 0.00 Emma O'gorman Accountant 195.00 0.10 19.50 0.00 0.10 19.50 0.00 0.00 0.00 0.00 0.00 Zara Blatchford Accountant 210.00 0.30 63.00 0.00 0.30 63.00 0.00 0.00 0.00 0.00 0.00 Mary Agostino Professional/ 145.00 1.50 217.50 0.00 0.00 0.00 0.00 1.50 217.50 0.00 0.00 Mary Agostino Professional/Senior Administrator 160.00 0.40 64.00 0.00 0.00 0.00 0.00 0.20 32.00 0.00 0.20 32.00 Charlotte Reynolds PersonalSenior Administrator Assistant 125.00 0.30 37.50 0.00 0.00 0.00 0.00 0.00 0.00 0.30 37.50 Charlotte Reynolds Personal Assistant 135.00 0.10 13.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 13.50 Birgitta Swed Group Secretary 105.00 1.00 105.00 0.00 0.90 94.50 0.00 0.00 0.00 0.00 0.10 10.50 Elley Faul Group Secretary 105.00 1.50 157.50 0.00 0.10 10.50 0.00 0.00 0.10 10.50 0.00 1.30 136.50 Elley Faul Group Secretary 115.00 0.10 11.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 11.50 Fenny Hadiwinata Administrator/Clerical 100.00 0.60 60.00 0.00 0.00 0.00 0.00 0.00 0.00 0.60 60.00 Fenny Hadiwinata Administrator/Clerical 110.00 3.00 330.00 0.00 0.00 0.00 0.00 1.40 154.00 0.00 1.60 176.00 TOTAL 45,472.90 0.00 0.00 77.05 26,158.25 0.00 0.00 0.00 0.00 15.90 5,649.50 0.00 0.00 37.06 13,665.15 GST 4,547.29 TOTAL (including GST) 50,020.19

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 111

Remuneration previously approved

No remuneration has previously been approved in this administration. Disbursements Disbursements include costs incurred on behalf of the company in the course of conducting the administration. Disbursements have been paid for by the Administrators and will be recovered from the administration bank account. Disbursements of this nature are:

Disbursement Type $

Printing and postage 282.60 Meeting Room Hire 156.10 Advertising 290.60 ASIC Searches 320.80 Total 1,050.10

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 112

Appendix 6G MinSec Holdings Work Completed Approval sought Approval is being sought for remuneration of $5,029.15 (excluding GST), with the following resolutions to be proposed at the forthcoming meeting: “That the remuneration of the Administrators for the period from appointment to 5 June 2009 in the amount of $5,029.15, excluding GST, is hereby approved for payment.” This remuneration has been calculated in accordance with the Schedule of Remuneration Methods and Hourly Rates previously provided in this administration. Description of work completed Task Area General Description Includes Creditors Creditor reports Preparing 439A, investigation, meeting and general [0.20 hours] reports to creditors. [$79.00] Correspondence Preparation of appointment documents. Document First month, then 6 monthly administration review. maintenance/file Filing of documents. review/checklist File reviews. Updating checklists. Insurance Correspondence with Willis regarding initial and Administration ongoing insurance requirements. [16.06 hours] ASIC Form 524 and Preparing and lodging ASIC forms including [$4,950.15] other forms appointment of Administrator forms, minutes from the meeting of creditors. Correspondence with ASIC regarding statutory forms. ATO & other statutory Notification of appointment. reporting Preparing BAS‟. Completing group certificates. Planning / Review Discussions regarding status of administration.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 113

Calculation of remuneration

Employee Position $/hour Total Total Task Area (ex GST) actual ($) Assets Creditors Employees Trade on Investigation Dividend Administration hours hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ Shaun Fraser Appointee 545.00 0.70 381.50 0.00 0.00 0.00 0.00 0.00 0.00 0.70 381.50 Shaun Fraser Appointee 570.00 1.60 912.00 0.00 0.00 0.00 0.00 0.00 0.00 1.60 912.00 Simon Read Appointee 545.00 1.70 926.50 0.00 0.00 0.00 0.00 0.00 0.00 1.70 926.50 Simon Read Appointee 570.00 1.20 684.00 0.00 0.00 0.00 0.00 0.00 0.00 1.20 684.00 James Thackray Appointee 690.00 0.05 34.50 0.00 0.00 0.00 0.00 0.00 0.00 0.05 34.50 Bruce Land Senior Manager 380.00 0.80 304.00 0.00 0.00 0.00 0.00 0.00 0.00 0.80 304.00 Bruce Land Senior Manager 420.00 0.30 126.00 0.00 0.00 0.00 0.00 0.00 0.00 0.30 126.00 Melinda Kubank Manager 2 395.00 0.20 79.00 0.00 0.20 79.00 0.00 0.00 0.00 0.00 0.00 Claire Williams Manager 1 315.00 0.01 3.15 0.00 0.00 0.00 0.00 0.00 0.00 0.01 3.15 Lisa Jenner Accountant 195.00 2.20 429.00 0.00 0.00 0.00 0.00 0.00 0.00 2.20 429.00 Lisa Jenner Accountant 210.00 3.20 672.00 0.00 0.00 0.00 0.00 0.00 0.00 3.20 672.00 Mary Agostino Professional/ 160.00 0.20 32.00 0.00 0.00 0.00 0.00 0.00 0.00 0.20 32.00 Charlotte Reynolds PersonalSenior Administrator Assistant 125.00 0.30 37.50 0.00 0.00 0.00 0.00 0.00 0.00 0.30 37.50 Charlotte Reynolds Personal Assistant 135.00 0.10 13.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 13.50 Birgitta Swed Group Secretary 105.00 0.10 10.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 10.50 Elley Faul Group Secretary 105.00 1.30 136.50 0.00 0.00 0.00 0.00 0.00 0.00 1.30 136.50 Elley Faul Group Secretary 115.00 0.10 11.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 11.50 Fenny Hadiwinata Administrator/Clerical 100.00 0.60 60.00 0.00 0.00 0.00 0.00 0.00 0.00 0.60 60.00 Fenny Hadiwinata Administrator/Clerical 110.00 1.60 176.00 0.00 0.00 0.00 0.00 0.00 0.00 1.60 176.00 TOTAL 5,029.15 0.00 0.00 0.20 79.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 16.06 4,950.15 GST 502.92 TOTAL (including GST) 5,532.07

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 114

Remuneration previously approved

No remuneration has previously been approved in this administration. Disbursements Disbursements include costs incurred on behalf of the company in the course of conducting the administration. Disbursements have been paid for by the Administrators and will be recovered from the administration bank account. Disbursements of this nature are:

Disbursement Type $

Printing and postage 282.60 Meeting Room Hire 156.10 Advertising 290.60 ASIC Searches 320.80 Total 1,050.10

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 115

Appendix 6H Platmin Holdings Work Completed Approval sought Approval is being sought for remuneration of $4,630.15 (excluding GST), with the following resolutions to be proposed at the forthcoming meeting: “That the remuneration of the Administrators for the period from appointment to 5June 2009 in the amount of $4,630.15, excluding GST, is hereby approved for payment.” This remuneration has been calculated in accordance with the Schedule of Remuneration Methods and Hourly Rates previously provided in this administration. Description of work completed Task Area General Description Includes Creditors Creditor reports Preparing 439A, investigation, meeting and general [0.20 hours] reports to creditors. [$79.00] Correspondence Preparation of appointment documents. Document First month, then 6 monthly administration review. maintenance/file Filing of documents. review/checklist File reviews. Updating checklists. Insurance Correspondence with Willis regarding initial and Administration ongoing insurance requirements. [15.36 hours] ASIC Form 524 and Preparing and lodging ASIC forms including [$4,551.15] other forms appointment of Administrator forms, minutes from the meeting of creditors. Correspondence with ASIC regarding statutory forms. ATO & other statutory Notification of appointment. reporting Preparing BAS‟. Completing group certificates. Planning / Review Discussions regarding status of administration.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 116

Calculation of remuneration

Employee Position $/hour Total Total Task Area (ex GST) actual ($) Assets Creditors Employees Trade on Investigation Dividend Administration hours hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ Shaun Fraser Appointee 545.00 0.70 381.50 0.00 0.00 0.00 0.00 0.00 0.00 0.70 381.50 Shaun Fraser Appointee 570.00 0.90 513.00 0.00 0.00 0.00 0.00 0.00 0.00 0.90 513.00 Simon Read Appointee 545.00 1.70 926.50 0.00 0.00 0.00 0.00 0.00 0.00 1.70 926.50 Simon Read Appointee 570.00 1.20 684.00 0.00 0.00 0.00 0.00 0.00 0.00 1.20 684.00 James Thackray Appointee 690.00 0.05 34.50 0.00 0.00 0.00 0.00 0.00 0.00 0.05 34.50 Bruce Land Senior Manager 380.00 0.80 304.00 0.00 0.00 0.00 0.00 0.00 0.00 0.80 304.00 Bruce Land Senior Manager 420.00 0.30 126.00 0.00 0.00 0.00 0.00 0.00 0.00 0.30 126.00 Melinda Kubank Manager 2 395.00 0.20 79.00 0.00 0.20 79.00 0.00 0.00 0.00 0.00 0.00 Claire Williams Manager 1 315.00 0.01 3.15 0.00 0.00 0.00 0.00 0.00 0.00 0.01 3.15 Lisa Jenner Accountant 195.00 2.20 429.00 0.00 0.00 0.00 0.00 0.00 0.00 2.20 429.00 Lisa Jenner Accountant 210.00 3.20 672.00 0.00 0.00 0.00 0.00 0.00 0.00 3.20 672.00 Mary Agostino Professional/ 160.00 0.20 32.00 0.00 0.00 0.00 0.00 0.00 0.00 0.20 32.00 Charlotte Reynolds PersonalSenior Administrator Assistant 125.00 0.30 37.50 0.00 0.00 0.00 0.00 0.00 0.00 0.30 37.50 Charlotte Reynolds Personal Assistant 135.00 0.10 13.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 13.50 Birgitta Swed Group Secretary 105.00 0.10 10.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 10.50 Elley Faul Group Secretary 105.00 1.30 136.50 0.00 0.00 0.00 0.00 0.00 0.00 1.30 136.50 Elley Faul Group Secretary 115.00 0.10 11.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 11.50 Fenny Hadiwinata Administrator/Clerical 100.00 0.60 60.00 0.00 0.00 0.00 0.00 0.00 0.00 0.60 60.00 Fenny Hadiwinata Administrator/Clerical 110.00 1.60 176.00 0.00 0.00 0.00 0.00 0.00 0.00 1.60 176.00 TOTAL 4,630.15 0.00 0.00 0.20 79.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 15.36 4,551.15 GST 463.02 TOTAL (including GST) 5,093.17

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 117

Remuneration previously approved

No remuneration has previously been approved in this administration. Disbursements Disbursements include costs incurred on behalf of the company in the course of conducting the administration. Disbursements have been paid for by the Administrators and will be recovered from the administration bank account. Disbursements of this nature are:

Disbursement Type $

Printing and postage 282.60 Meeting Room Hire 156.10 Advertising 290.60 ASIC Searches 320.80 Total 1,050.10

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 118

Appendix 6I Kadina Work Completed Approval sought Approval is being sought for remuneration of $4,630.15 (excluding GST), with the following resolutions to be proposed at the forthcoming meeting: “That the remuneration of the Administrators for the period from appointment to 5 June 2009 in the amount of $4,630.15, excluding GST, is hereby approved for payment.” This remuneration has been calculated in accordance with the Schedule of Remuneration Methods and Hourly Rates previously provided in this administration. Description of work completed Task Area General Description Includes Creditors Creditor reports Preparing 439A, investigation, meeting and general [0.20 hours] reports to creditors. [$79.00] Correspondence Preparation of appointment documents. Document First month, then 6 monthly administration review. maintenance/file Filing of documents. review/checklist File reviews. Updating checklists. Insurance Correspondence with Willis regarding initial and Administration ongoing insurance requirements. [15.36 hours] ASIC Form 524 and Preparing and lodging ASIC forms including [$4,551.15] other forms appointment of Administrator forms, minutes from the meeting of creditors. Correspondence with ASIC regarding statutory forms. ATO & other statutory Notification of appointment. reporting Preparing BAS‟. Completing group certificates. Planning / Review Discussions regarding status of administration.

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 119

Calculation of remuneration

Employee Position $/hour Total Total Task Area (ex GST) actual ($) Assets Creditors Employees Trade on Investigation Dividend Administration hours hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ hrs $ Shaun Fraser Appointee 545.00 0.70 381.50 0.00 0.00 0.00 0.00 0.00 0.00 0.70 381.50 Shaun Fraser Appointee 570.00 0.90 513.00 0.00 0.00 0.00 0.00 0.00 0.00 0.90 513.00 Simon Read Appointee 545.00 1.70 926.50 0.00 0.00 0.00 0.00 0.00 0.00 1.70 926.50 Simon Read Appointee 570.00 1.20 684.00 0.00 0.00 0.00 0.00 0.00 0.00 1.20 684.00 James Thackray Appointee 690.00 0.05 34.50 0.00 0.00 0.00 0.00 0.00 0.00 0.05 34.50 Bruce Land Senior Manager 380.00 0.80 304.00 0.00 0.00 0.00 0.00 0.00 0.00 0.80 304.00 Bruce Land Senior Manager 420.00 0.30 126.00 0.00 0.00 0.00 0.00 0.00 0.00 0.30 126.00 Melinda Kubank Manager 2 395.00 0.20 79.00 0.00 0.20 79.00 0.00 0.00 0.00 0.00 0.00 0.00 Claire Williams Manager 1 315.00 0.01 3.15 0.00 0.00 0.00 0.00 0.00 0.00 0.01 3.15 Lisa Jenner Accountant 195.00 2.20 429.00 0.00 0.00 0.00 0.00 0.00 0.00 2.20 429.00 Lisa Jenner Accountant 210.00 3.20 672.00 0.00 0.00 0.00 0.00 0.00 0.00 3.20 672.00 Mary Agostino Professional/ 160.00 0.20 32.00 0.00 0.00 0.00 0.00 0.00 0.00 0.20 32.00 Charlotte Reynolds PersonalSenior Administrator Assistant 125.00 0.30 37.50 0.00 0.00 0.00 0.00 0.00 0.00 0.30 37.50 Charlotte Reynolds Personal Assistant 135.00 0.10 13.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 13.50 Birgitta Swed Group Secretary 105.00 0.10 10.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 10.50 Elley Faul Group Secretary 105.00 1.30 136.50 0.00 0.00 0.00 0.00 0.00 0.00 1.30 136.50 Elley Faul Group Secretary 115.00 0.10 11.50 0.00 0.00 0.00 0.00 0.00 0.00 0.10 11.50 Fenny Hadiwinata Administrator/Clerical 100.00 0.60 60.00 0.00 0.00 0.00 0.00 0.00 0.00 0.60 60.00 Fenny Hadiwinata Administrator/Clerical 110.00 1.60 176.00 0.00 0.00 0.00 0.00 0.00 0.00 1.60 176.00 TOTAL 4,630.15 0.00 0.00 0.20 79.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 15.36 4,551.15 GST 463.02 TOTAL (including GST) 5,093.17

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 120

Remuneration previously approved

No remuneration has previously been approved in this administration. Disbursements Disbursements include costs incurred on behalf of the company in the course of conducting the administration. Disbursements have been paid for by the Administrators and will be recovered from the administration bank account. Disbursements of this nature are:

Disbursement Type $

Printing and postage 282.60 Meeting Room Hire 156.10 Advertising 290.60 ASIC Searches 320.80 Total 1,050.10

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 121

Appendix 7

Graphs referred to in this report

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 122

Copper Price Graph

Value of Platmin shares compared to the loan owed to Macquarie

$'000 Value of Platmin Shares 160,000 140,000 120,000 100,000 80,000 60,000 40,000 20,000

-

2/09/2008 8/07/2008 5/08/2008

29/04/2008 13/05/2008 27/05/2008 10/06/2008 24/06/2008 16/09/2008 30/09/2008 14/10/2008 28/10/2008 11/11/2008 22/07/2008 19/08/2008 25/11/2008

Value in Platmin Shares Macquarie Bank Debt

Report to Creditors CORPORATE ADVISORY | FORENSIC | TRANSACTION SERVICES | CORPORATE RECOVERY 123