Proposed Acquisition of Mindoro Resources Copper-Gold Assets in the Philippines

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1 ASX ANNOUNCEMENT 30 MAY 2012 Proposed Acquisition of Mindoro Resources Copper-Gold Assets in the Philippines Perth, Western Australia: Red Mountain Mining Limited (ASX: RMX) is pleased to announce it has signed a non-binding term sheet for the proposed acquisition of gold and copper-gold assets in the Philippines from Mindoro Resources Ltd (Mindoro). Acquisition highlights Proposed acquisition of significant gold and copper-gold assets in the Philippines containing an Indicated Resource of 10,150, g/t for 393,000 contained ounces of gold and an Inferred Resource of 3,800, g/t for 108,000 contained ounces of gold, with significant further exploration potential High grade intercepts below the resources include 5.1g/t gold, 64m@ 3.5 g/t gold, and 4.03g/t gold Assets situated within one of the most endowed regional provinces for major gold and copper gold porphyry discoveries Established social and environmental license to operate Improved funding capability for the development of the gold assets Strengthening of Red Mountain Mining s management team by securing senior executive and Board members from Mindoro Red Mountain Mining acquiring a proven and experienced exploration team located in Philippines Transaction strongly in line with Red Mountain Mining s strategy and provides a unique opportunity to apply modern Australian mining techniques to the acquired projects Acquisition to be fully funded by the issue of Red Mountain Mining shares Unanimously recommended by both Red Mountain Mining and Mindoro Boards. Overview of the proposed transaction The proposed transaction, subject to Red Mountain Mining and Mindoro shareholder approval, will involve the acquisition of Mindoro s Philippine based gold and coppergold tenements and projects in exchange for Red Mountain Mining shares: 100% interest in Batangas Project with JORC Indicated Resources of 393,000 ounces and Inferred Resources of 108,000 ounces (total 500,000 ounces) including Archangel Kay Tanda resource and Lobo - South West Breccia resource and other gold and copper-gold projects within the extensive exploration tenements of total area 29,230 hectares, located on Luzon Island 75% interest in copper-gold exploration tenements at Tapian San Francisco located near Surigao on Mindanao Island Red Mountain Mining Ltd ACN Unit 1, No. 2 Richardson Street, West Perth, Western Australia, PO Box 1928, West Perth, W.A T: +61 (08) F: +61 (08) E: info@redmm.com.au W: 1

2 Portfolio of projects in key mining districts Batangas Gold Project and Copper-Gold Targets, 100% 2

3 Batangas, Kay Tanda Project A company with assets in the world class districts of the Philippines Upon completion of the transaction, Red Mountain Mining will remain well funded with highly prospective assets in some of the world s most endowed provinces for major gold and copper discoveries. Neil Warburton, Red Mountain Mining Executive Chairman and Acting CEO, said that the proposed acquisition of Mindoro s significant gold and copper-gold assets is an exciting opportunity for Red Mountain Mining s shareholders to participate in highly prospective gold exploration projects in the Philippines. With licenses and approvals in place for these projects, we will be able to sensibly use our existing cash reserves to enhance the acquired resources, define mineable open pit reserves, and continue to use our excellent database to explore for additional major Cu/Au porphyry systems in the region. We are also very excited about the strengthening of our board and management, and the establishment of a close working relationship with the in country Mindoro management team, upon the successful completion of the transaction. The adding of the highly skilled exploration team from Mindoro with our mining orientated expertise will give the new Red Mountain Mining a very focussed and skilled base to convert existing resources into major mines and cash flow, added Mr Warburton. 3

4 To ensure that these projects move ahead as quickly as possible, Red Mountain Mining intends to provide a secured loan of up to A$1 million to the Mindoro exploration team upon the signing of the formal Heads of Agreement (expected in mid June) to allow drilling to commence in July to target previous high-grade intercepts interpreted to represent high grade feeder shoots in the Archangel area within the Batangas project tenements. The loan will accrue interest at the rate of 5% per annum and will be secured by a charge over Mindoro subsidiary MRL Gold (Australia) Pty Ltd, which holds the assets, and a guarantee from Mindoro. If the acquisition does not proceed, the loan and accrued interest must be repaid within three months. Acquisition price Red Mountain Mining has valued the interests in the Mindoro assets that are being acquired at approximately $10 million to $15 million, to be fully funded by a placement of shares as follows: 100,000,000 non-voting shares in the capital of Red Mountain Mining 50,000,000 performance shares in the capital of Red Mountain Mining that convert into non-voting shares if, within 12 months of completion of the sale, both (a) the gold resource across the Assets increase to 600,000 ounces at a JORC Indicated level; and (b) a scoping study is completed on the Assets that confirms that the development of a mine is economically viable, where the scoping study must have a minimum of 50% conversion of the 600,000 ounces Indicated JORC Resource to Probable Reserves. Subject to approval from the Australian Securities Exchange, the non-voting shares will carry full economic rights but will not carry any voting rights until such time that the non-voting shares are distributed to Mindoro shareholders. Mindoro intends to make an in specie distribution of the Red Mountain Mining Shares on a pro rata basis after 12 months of the sale. Following the transaction, current Red Mountain Mining shareholders will retain an approximate 35% to 44% interest in the expanded group (depending on the eventual number of shares issued). Proposed Board changes Upon the successful completion of the transaction, Red Mountain Mining intends to appoint Mindoro s current President and CEO, Mr Jon Dugdale, to the Red Mountain Mining Board as an Executive Director, with a view to transitioning his role to Managing Director at a date to be agreed. The current Executive Chairman and Acting CEO of Red Mountain Mining, Mr Neil Warburton, intends to become a Non-Executive Chairman of Red Mountain Mining following the transaction, resigning as Acting CEO from the date of appointment of Mr Dugdale as Managing Director, following which Mr Warburton will be retained as the Non-Executive Chairman post completion of the transaction. In addition, Red Mountain Mining intends to appoint current Mindoro Executive Director, Mr Howard Walker to its Board as a Non-Executive Director, and will retain Mr Michael Wolley and Mr Keith Rowe as Non-Executive Directors. 4

5 Conditions Precedent The conditions precedent to the transaction include: Completion of satisfactory due diligence by both parties Board and required shareholder approval of both Red Mountain Mining and Mindoro Board and Executive appointments as mentioned above Completion of the restructuring of Mindoro s Philippines subsidiary MRL Gold Phils. Inc. whereby the assets and beneficial rights to the assets are transferred to another Mindoro subsidiary owned by MRL Gold (Australia) Pty Ltd Toronto Stock Exchange approval of the sale of Mindoro assets for shares Red Mountain Mining to retain working capital of no less than A$4.2 million (less the amount of the loan drawn down) at the time of completion of the transaction (provided completion occurs on or prior to 31 August 2012) The entity which house the projects, being MRL Gold (Australia) Pty Ltd (on a consolidated basis inclusive of their Philippines subsidiaries) having net positive working capital at the time of completion of the transaction If required by ASX, Red Mountain Mining preparing a full form prospectus, lodging the prospectus with ASIC and raising the minimum amount under that prospectus. Indicative transaction timeline 12 June completion of due diligence 14 June execution of binding Agreements 28 June Mindoro AGM 29 June dispatch of Red Mountain Mining shareholder meeting documents 31 July Red Mountain Mining shareholder meeting 8 August completion of transaction and issue of new shares. We look forward to providing further information to our shareholders about the proposed transaction ahead of the shareholder meeting. We are excited about this company transforming transaction and believe it provides an outstanding opportunity for both Red Mountain Mining and Mindoro shareholders, concluded Mr Warburton. Investor briefing via dial-in conference call A group investor briefing has been arranged for 2pm (AEST) today, Wednesday 30 May. Neil Warburton (Red Mountain Mining Executive Chairman and Acting CEO) and Jon Dugdale (Mindoro President and CEO) will be presenting an overview of the proposed transaction. Details of the call are as follows: Dial-in number (Australia) / (offshore) Conference ID # For further information please contact: Neil Warburton Executive Chairman and Acting CEO Red Mountain Mining Limited Ph: (08) Ronn Bechler Investor Relations Managing Director Market Eye Ph:

6 Qualified Person Statement Mindoro s Resource Statements are NI and JORC Compliant. Jon Dugdale, the CEO and a director of Mindoro Resources and a member of the AusIMM, is a Competent Person as defined by the JORC Code, has more than five years of experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he has undertaken, and has reviewed and verified the Mineral Resource statements contained in this news release. Mindoro s exploration programs are prepared and/or designed and carried out under the supervision of Tony Climie, P.Geo., who is a Qualified Person as defined by National Instrument and is a Competent Person as defined by the JORC Code, and who has reviewed and verified the pertinent disclosure of exploration related technical information contained in this news release. Mr Climie is an executive and a director of Mindoro and is a member of the Alberta Professional Engineers, Geologists and Geophysicists Association. Mr Climie has more than five years of experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he has undertaken. Mr Climie has consented to the release of the pertinent exploration related technical information in the form and context in which it appears. About Red Mountain Mining Red Mountain Mining is primarily a gold explorer and project acquisition company incorporated in Australia in May 2006 and which listed on the ASX in September The Company s strategy is to unlock the potential of under-developed gold and polymetallic projects by introducing Australian mining methods and improving efficiencies to gain significant production and exploration upside. Red Mountain Mining has spent more than five years examining potential project acquisitions in China. The Company recently expanded its search for advanced exploration and mining projects to the greater Asian region following several significant projects coming to its attention. About Mindoro Mindoro is a Tier 1 Issuer trading on the TSX Venture Exchange (MIO), Australian Securities Exchange (MDO) and Frankfurt Stock Exchange (WKN ). Mindoro is focused on nickel, gold and copper-gold exploration and development in the Philippines where its 75% interest PFS-stage (Nov 2011) Agata Nickel Project has NI Mineral Resources that include Measured and Indicated resource estimates totalling million tonnes at 1.01% nickel, for 430,000 tonnes contained nickel, and Inferred resource estimates totalling million tonnes at 0.99% nickel (Sep 2011). In addition the Company has NI Mineral Resource estimates on its 100% interest Lobo (2005) and Archangel (2010) gold-silver projects at Batangas, a drilldefined copper-gold-sulphur Exploration Target on its 75% interest Pan de Azucar project, Iloilo, as well as 10 key porphyry copper-gold prospects at varying stages of advancement. 6