EAGLE NICKEL LIMITED ACN 125 368 658

of Level 7, 231 Adelaide Terrace, Perth WA 6000

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

General Meeting of Eagle Nickel Limited to be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on the 10th day of May 2011 commencing at 10.00 am (WST).

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

DATE: 25 March 2011

EAGLE NICKEL LIMITED ACN 125 368 658

Corporate Directory

Directors	Zhukov Pervan MB BS(WA), FRACGP, FAICD Chairman
	David Zohar BSc DipEd Non-Executive Director
	Robert Sebek B.App.Sc, B.Sc (Hons), MBA, MAusIMM Non-Executive Director
Company Secretary	Mark Killmier MBA(UWA), FCPA, GAICD, Grad Dip Corp Gov ASXLE, Grad Dip App Finance, BEc(Adel)
Head Office	Level 7 231 Adelaide Terrace PERTH WESTERN AUSTRALIA 6000 $(08)$ 9225 4718 Phone: $(08)$ 9225 6474 Fax: Website: www.eaglenickel.com.au
Registered Office	Level 7 231 Adelaide Terrace PERTH WESTERN AUSTRALIA 6000
Auditors	Rothsay Chartered Accountants 96 Parry Street PERTH WESTERN AUSTRALIA
Lawyers	Lawton Gillon Level 11 16 St Georges Terrace PERTH WESTERN AUSTRALIA 6000
Share Registry	Computershare Investor Services Pty Ltd Level 2 45 St Georges Terrace PERTH WESTERN AUSTRALIA 6000
ASX Code	ENL ENLO

EAGLE NICKEL LIMITED

ACN 125 368 658

Notice of General Meeting

NOTICE IS GIVEN THAT a General Meeting of Eagle Nickel Limited ("the Company") will be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on 10 May 2011 commencing at 10 am WST.

Information on the proposals to which the resolutions set out below relate is contained in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.

ACQUISITION OF PHOSPHATE TENEMENTS $1.$

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

"That for the purposes of Listing Rules 10.1 and 10.11 of the Listing Rules of the ASX, section 208 and 611 of the Corporations Act and for all other purposes, approval be given for the Company to enter into an agreement with Golden Century Mining Limited whereby the Company purchases from Golden Century Mining Limited the mineral tenements particularised in the Explanatory Memorandum and is authorised to issue to Golden Century Mining Limited SEVEN MILLION (7,000,000) shares in the capital of the Company and SEVEN MILLION (7,000,000) options, details of which are set out in the Explanatory Memorandum."

Voting Exclusion

For the purposes of ASX Listing Rules 10.1 and 10.11 in relation to Resolution 1, the Company will disregard any votes cast by any party who is a party to the transaction and a person who is to receive securities in relation to the transaction and any of their associates. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a ٠ direction on the proxy form to vote as the proxy decides.

"Snap-Shot" Time

The Corporations Act permits the Company to specify a time, not more than 48 hours before the meeting, at which a "snap-shot" of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the meeting.

The Company's directors have determined that all shares of the Company that are quoted on ASX at 10 am WST, 9 May 2011 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the shares at that time.

PROXIES

Please note that:

• a member of the Company entitled to attend and vote at the General Meeting is entitled to $(a)$ appoint a proxy;
• a proxy need not be a member of the Company; and $(b)$
• a member of the Company entitled to cast two or more votes may appoint two proxies and $(c)$ may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion is not specified each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

DATED: $25$

March 2011

BY ORDER OF THE BOARD

DAVID ALAN ZOHAR Director Eagle Nickel Limited

EAGLE NICKEL LIMITED

ACN 125 368 658

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting to be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on 10 May 2011 commencing at 10 am WST.

The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the resolution.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of General Meeting.

There are no independent directors of the Company who can make recommendations to shareholders of the Company because all the Directors have an interest in the outcome of Resolution 1. Accordingly, shareholders of the Company should read the contents of this Notice carefully in order to make an informed decision.

RESOLUTION 1 - ACQUISITION OF PHOSPHATE TENEMENTS

Background to Resolution 1

The Directors of the Company have agreed to acquire a number of mineral tenements from Golden Century Mining Limited ("Golden Century").

The tenements are Exploration Licence 04/2007, Exploration Licence 04/2008, Exploration Licence 70/3847, Exploration Licence 04/2022, Exploration Licence 08/2120 and Exploration Licence 09/1756. (Detailed information about these tenements can be found in the independent Geologist's report contained as Annexure "C" to this notice.)

The consideration to be provided by the Company to Golden Century for the acquisition of the tenements is 7 million fully paid ordinary shares in the Company and 7 million options to subscribe for shares in the Company at an exercise price of 20 cents, expiring on 1 May 2016. Details of the options are set out in Annexure "A" to this Explanatory Memorandum.

David Zohar is a director of the Company and is also a director and significant shareholder in Golden Century. David Zohar and parties related to him (Swancove Enterprises Pty Ltd, Julie Zohar and Shoshanna Zohar) currently hold between them 15,476,003 shares in the Company and 26,569,500 options to subscribe for shares in the Company expiring 01/07/2012. David Zohar and his associates currently hold in excess of 20 % of the issued capital of Golden Century.

The Company currently has on issue 52,513,533 fully paid ordinary shares and 51,827,377 options to subscribe for shares. The percentage interest of the Directors and their associates in the Company is as set out in the table below:

Table 1.1

Name	Total No of shares held	$%$ held	Total No of options held	$%$ held
David Zohar and associates	15,476,003	29.5	26,569,500	51.3
Zhukov Pervan and associates	$\theta$		2,000,000	3.8
Robert Sebek and associates	$\left( \right)$
TOTAL ON ISSUE	52,513,533		51,827,377

The percentage interest of the Directors and their associates in Golden Century is as set out in the table below:

Table 1.2

Name	Total No of shares held	$%$ held	Total No of options held	$%$ held
David Zohar and associates	18,000,003	60.8
Zhukov Pervan and associates	2,000,000	6.7
Robert Sebek and associates	4,000,000	13.5
TOTAL ON ISSUE	29,600,003		None have been issued.

Table 1.3

In the event that Resolution 1 is passed and the shares and options contemplated by the transaction are issued to Golden Century, the interest of the Directors in the capital of the Company will be as follows:

Name	Total No of shares held	$%$ held	Total No of options held	$%$ held
David Zohar and associates	22,476,003	37.8	33,569,500	56.7
Zhukov Pervan and associates	$\theta$	$\left( \right)$	2,000,000	3.8
Robert Sebek and associates	$\left( \right)$		$^{(+)}$	$\left( \right)$
TOTAL ON ISSUE	59, 513, 533		59,180,044

Please note that David Zohar and associates have a relevant interest in the 7,000,000 shares and options transferred to Golden Century as per Resolution 1 because David Zohar and associates have a voting power of 60.8% in Golden Century.

For the purposes of Listing Rule 10, David Zohar is a person in a position of influence in both the Company and Golden Century. Pursuant to Listing Rule 10.1 a company is required to obtain shareholder approval prior to entering into a transaction with a person in a position of influence.

As per table 1.2 above, Robert Sebek, a director of the Company, holds 4,000,000 fully paid shares in Golden Century and Zhukov Pervan, a director of the Company, has an interest in 2,000,000 fully paid shares in Golden Century in that ZP Pty Ltd, the trustee of the Dr Z. Pervan Superannuation Fund, holds 2,000,000 fully paid shares in Golden Century.

In the circumstances, the Company is required to obtain the approval of shareholders to enable the transaction contemplated by Resolution 1 to proceed.

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

The securities to be issued, being the Shares and Options if Resolution 1 is passed, will be restricted securities in the hands of Golden Century. Pursuant to Appendix 9B of the Listing Rules, these securities will be restricted for a period of 12 months commencing on the date on which the securities are issued.

Regulatory requirements

Corporations Act - Part 6.1

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

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

As at the date hereof David Zohar and associates has a "voting power" of 15,476,003 votes attaching to voting Shares in the Company.

The issued capital of the Company is currently 52,513,533 Shares of which David Zohar and associates have an interest of 29.5%. David Zohar and his associates have a voting power of 60.8% in Golden Century and therefore control that company. The issue of 7 million Golden Century shares will increase David Zohar's voting power in the Company from the current 29.5% to 37.8%.

David Zohar already has above 20% of the voting power in the Company. The issue of the Golden Century Shares would cause the provisions of Section $606(1)(c)(ii)$ of the Corporations Act to be invoked because the share issue will increase David Zohar and associates' voting power from above 20% to a figure below 90%.

Section 611 of the Corporations Act provides an exception to Section 606 if a resolution is passed at a general meeting at which no votes were cast in relation to the resolution in respect of any shares held by, or by an associate of, the person to whom the first mentioned shares were to be allotted.

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

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

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

Golden Century is the direct acquirer and the associates of Golden Century are David Zohar and his associates.

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

29.5% to 37.8% of the Company's then issued 59.513.533 shares.

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

37.8% of the Company's then issued 59,513,533 shares.

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

8.3%

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

37.8%

Resolution 1 is, therefore, designed to fulfil the requirements of Section 611 of the Corporations Act in relation to the acquisition of the Golden Century Shares by David Zohar and associates.

Corporations Act - Chapter 2E

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party, unless it has the approval of its members. David Zohar, who is a director, is a related party of the Company. David Zohar is a director of and significant shareholder in Golden Century.

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

$(a)$ Who is the related party?

The related party is David Zohar and associates, which includes Golden Century.

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

The financial benefit being provided by the Company is the issue of 7 million (7,000,000) fully paid ordinary shares and 7 million (7,000,000) options to Golden Century and any advantages thereby conferred, which can only be gauged by reference to, amongst other things, the consideration being provided and received the price of Eagle Nickel's shares

from time to time and the number of shares and other securities on issue in Eagle Nickel from time to time.

• What do the directors recommend? $(c)$
• $(i)$ David Zohar does not make any recommendation as he has an interest in the outcome:
• $(ii)$ Zhukov Pervan does not make any recommendation as he has an interest in the outcome:
• $(iii)$ Robert Sebek does not make any recommendation as he has an interest in the outcome.
• Do any directors have an interest in the outcome of the proposed resolution? $(d)$

All of the directors have a personal interest in the outcome of the proposed resolution in that all of the directors hold either directly or indirectly shares in Golden Century.

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

If 7 million (7,000,000) Shares and 7 million (7,000,000) Options contemplated under Resolution 1 are to be issued to Golden Century, the percentage of shares on issue in which David Zohar and associates would have a relevant interest would go from 29.5% to 37.8% on the assumption that no further shares are issued by the Company.

Information required by the Listing Rules

The following information in respect of the proposed share issue is provided in accordance with Listing Rule 10.13:

$(a)$ The name of the person to whom shares will be issued:

Golden Century Mining Limited

$(b)$ The maximum number of securities to be issued to the person:

Seven Million (7,000,000) Shares and Seven Million (7,000,000) Options.

$(c)$ The date by which the company will issue the shares:

The shares will have been issued no later than ONE (1) month after the date of the meeting. or such later date as may be permitted by any waiver granted by ASX and will be issued on one date.

$(d)$ The issue price of the shares:

Not applicable.

Terms of the issue: $(e)$

The shares to be issued will be ordinary, fully paid shares ranking pari passu with all other existing shares. The terms and conditions of the Options are as set out in Annexure "A".

$(f)$ Voter exclusion statement:

The parties whose votes are to be disregarded as set out in the notice under the heading "Voting Exclusion Statement".

The use (or intended use) of the funds raised: $(g)$

No funds will be raised by the issue of the Shares and Options.

Directors' recommendations

None of the directors make any recommendation to shareholders in respect of Resolution 1 as each of the directors has an interest in the outcome of Resolution 1.

GLOSSARY

In this Explanatory Statement, the following terms have the following unless the context otherwise requires:

"ASX"	means ASX Limited (ABN 98 008 624 691).
"Board"	means board of Directors.
"Company"	means Eagle Nickel Limited (ACN 125 368 658).
"Corporations Act"	means the Corporations Act 2001 (Cth) and all regulations made pursuant to such legislation, as amended from time to time.
"Director"	means a director of the Company.
"Golden Century"	means Golden Century Mining Limited (ACN 134 590 060).
"Listing Rules"	means Listing Rules of ASX, as amended or replaced from time to time, except to the extent of any waiver by ASX.
"Shareholder"	means a member of the Company, as defined in the constitution of the Company.
"Shares"	means ordinary fully paid shares in the capital of the Company.
"WST"	means Western Standard Time.

ANNEXURE "A"

EAGLE NICKEL LIMITED

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

Entitlement $\mathbf{1}$

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

$\overline{2}$ Ontion Period

Each Option will expire at 5.00pm WST on 1 May 2016 (such date being referred to as the "Option Expiry Date"). Each Option may be exercised at any time prior to the Option Expiry Date in accordance with the notice provisions set out below and any Option not so exercised shall automatically expire on the Option Expiry Date.

• $3.$ Ranking of Share Allotted on Exercise of Option Each Share allotted as a result of the exercise of an Option will, subject to the Constitution of the Company, rank in all respects pari passu with the existing Shares in the capital of the Company on issue at the date of allotment.
• Voting $\overline{4}$

6.

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

5. Transfer of an Option

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

Method of Exercise of an Option

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

$\overline{7}$ Reconstruction

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

8 Participation in New Share Issues

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

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

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

LODGEMENT INSTRUCTIONS

Cheques shall be in Australian currency made payable to Eagle Nickel Limited and crossed "Not Negotiable". The application for shares on exercise of the options with the appropriate remittance should be forwarded to Eagle

Stantons International Pty Ltd trading as

Stantons Internationa

AFS Licence No

LEVEL 1. 1 HAVELOCK STREET WEST PERTH WA 6005 AUSTRALIA PH: 61 8 9481 3188 . FAX 61 8 9321 1204 www.sfantons.com.gu

16 March 2011

The Directors Eagle Nickel Limited Level 7, 231 Adelaide Street PERTH WA 6000

Dear Sirs

Re: Eagle Nickel Limited (ABN 125 368 658) ("Eagle Nickel" or "the Company") Independent Expert's Report pursuant to Section 611 (Item 7) of the Corporations Act 2001 ('TCA") and Australian Securities Exchange Limited ("ASX") Listing Rules 10.1 and 10.11 on the proposal to acquire certain mineral assets from Golden Century Mining Limited for shares and share options in Eagle Nickel

1. Introduction

• $1.1$ We have been requested by the Directors of Eagle Nickel to prepare an Independent Expert's Report to determine the fairness and reasonableness of the proposed issue of securities by Eagle Nickel to acquire interests in various phosphate tenements (collectively "the Mineral Assets") in Western Australia from various subsidiaries of Golden Century Mining Limited ("Golden Century") an Australian Securities Exchange Limited ("ASX") listed company as noted below and in Resolution 1 in the Notice of Meeting of Shareholders ("the Notice") and Explanatory Statement to Notice of Meeting ("ES") to be distributed to Eagle Nickel shareholders in late March 2011.
• $1.2$ Pursuant to a Heads of Agreement between Eagle Nickel and Golden Century dated on or around 27 May 2010 ("HOA") and subsequently amended in March 2011 it is proposed that Eagle Nickel will acquire certain Mineral Assets from Golden Century.

The consideration payable by Eagle Nickel to acquire 100% of the Mineral Assets comprises the following:

• the issue of 7,000,000 ordinary shares in Eagle Nickel ("Consideration Shares") to Golden Century; and
• the issue of 7,000,000 share options in Eagle Nickel exercisable at 20 cents each on or before 1 May 2016 (Consideration Options").

For the purpose of this report the proposed acquisition of all of the Mineral Assets is known as "the Transaction".

The completion of the Transaction is subject to a number of conditions precedent; including Eagle Nickel obtaining all necessary shareholder and regulatory approvals, including approval under Section 611 (Item 7) of TCA and Listing Rules 10.1 and 10.11 for the Transaction.

Resolution 1 of the Notice seeks shareholder approval for the issue of the 7,000,000 Consideration Shares and the issue of the 7,000,000 Consideration Options as consideration for acquiring all of the Mineral Assets.

• David Zohar ("Zohar"), Zhukov Pervan ('Pervan") and Robert Sebek ("Sebek") are directors $1.3$ of Eagle Nickel. Furthermore, the interests of Pervan and Sebek are shareholders in Golden Century. David Zohar and his spouse Julie Zohar and Swancove Enterprises Pty Ltd. a company controlled by David Zohar and Julie Zohar ("Zohar Group") own, as at 16 March 2011. 15,476,003 shares (and 26,569,500 share options) in Eagle Nickel representing approximately 29.47% of the shares on issue at that date and 18,000,003 shares and nil options in Golden Century representing approximately 60.81% of the shares on issue in Golden Century as at 16 March 2011. In addition, the interests of the Zohar Group own a total of 26,569,500 share options in Eagle Nickel that if exercised (and no other share issues occurred) would result in the Zohar Group's shareholding interest in Eagle Nickel approximating 53.17%. Pervan and his deemed associates own no shares in Eagle Nickel (owns 2,000,000 share options) and 2,000,000 shares in Golden Century. Sebek and his deemed associates own no shares in Eagle Nickel and 4,000,000 shares in Golden Century. Pursuant to ASX Listing Rule 10.1 a company is required to obtain shareholder approval prior to entering into a transaction with a person in a position of influence. David Zohar is considered to be in a position of influence.
• $1.4$
• Under Section 606 of TCA, a person must not acquire a relevant interest in issued voting shares in a company if because of the transaction, that persons or someone else's voting power in the company increases:
  • $(a)$ from 20% or below to more than 20%; or
  • $(b)$ from a starting point that is above 20% and below 90%.

Under Section 611 (Item 7) of TCA, Section 606 does not apply in relation to any acquisition of shares in a company approved by resolution passed at a general meeting at which no votes were cast in favour of the resolution by the acquirer or the disposer or their respective associates. An independent expert is required to report on the fairness and reasonableness of the transaction pursuant to a Section 611 (Item 7) meeting.

If the acquisition of the Mineral Assets by Eagle Nickel proceeds, Golden Century, the vendor of the Mineral Assets will be issued with a total of 7,000,000 Consideration Shares in Eagle Nickel as consideration for the sale of the Mineral Assets, representing approximately 11.76% of the expanded ordinary issued capital of Eagle Nickel (59,513,533 shares will be on issue) before the exercise of any share options or any other share issues. Including, the interests of the Zohar Group, the combined interests in Eagle Nickel would after the issue of the Consideration Shares and Options, in the absence of any further share issues would control 22,476,003 shares in Eagle Nickel representing approximately 37.77% of the Eagle Nickel expanded capital. If the Consideration Options were exercised (Golden Century would need to pay Eagle Nickel \$1,400,000) Golden Century would own 14,000,000 shares in Eagle Nickel (approximately 21.05%) and the collective interests of Golden Century and the Zohar Group would control 29,476,003 share in Eagle Nickel, representing approximately 44.32% of the expanded issued capital of Eagle Nickel. If the Zohar Group also exercised the 26,569,500 share options exercisable at 30 cents each on or before 1 July 2012 they already own in Eagle Nickel (they would need to pay Eagle Nickel \$7,970,850), the combined Golden Century/Zohar Group would own 56,045,503 shares in Eagle Nickel representing approximately 60.21% of the expanded issued capital of Eagle Nickel. Tables 1.1 to 1.3 outlined in the ES notes various share and option holdings of the Zohar Group, Pervan and Sebek.

$1.5$ Therefore a notice prepared in relation to a meeting of shareholders convened for the purposes of Section 611 (Item 7) of TCA and ASX Listing Rules 10.1 and 10.11 must be accompanied by an Independent Expert's Report stating whether the Transaction noted under Resolution 1 is fair and reasonable. To assist shareholders in making a decision on the Transaction, the directors have requested that Stantons International Securities prepare an Independent Expert's Report, which must state whether, in the opinion of the Independent Expert, the Transaction is fair and reasonable to the non-associated shareholders of Eagle Nickel (not associated with the Zohar Group, Pervan and Sebek).

Apart from this introduction, this report considers the following: 1.6

• Summary of opinion $\blacksquare$
• Implications of the proposals $\blacksquare$
• Corporate history and nature of business of Eagle Nickel π
• Future direction of Eagle Nickel
• Basis of valuation of Eagle Nickel shares and share options
• Value of consideration
• Basis of valuation of the Mineral Assets
• Conclusion as to fairness
• Reasonableness of the offer
• Conclusion as to reasonableness
• Sources of information
• Appendices A and Financial Services Guide
• In determining the fairness and reasonableness of the proposed acquisition of the Mineral $1.7$ Assets, we have had regard to the definitions set out by the Australian Securities and Investments Commission ("ASIC") in its Regulatory Guide 111, "Content of Expert Reports". Regulatory Guide 111 states that an opinion as to whether an offer is fair and/or reasonable shall entail a comparison between the offer price and the value that may be attributed to the securities under offer (fairness) and an examination to determine whether there is justification for the offer price on objective grounds after reference to that value (reasonableness). The concept of "fairness" is taken to be the value of the offer price, or the consideration, being equal to or greater than the value of the securities in the above mentioned offer. Furthermore, this comparison should be made assuming 100% ownership of the "target" and irrespective of whether the consideration is scrip or cash. An offer is "reasonable" if it is fair. An offer may also be reasonable, if despite not being "fair", there are sufficient grounds for security holders to accept the offer in the absence of any higher bid before the close of the offer. It also states that, where an acquisition of shares by way of an allotment is to be approved by shareholders pursuant to Section 611 (Item 7) of TCA, it is desirable to commission a report by an independent expert stating whether or not the proposal is fair and reasonable, having regards to the proposed allottee(s) (in this case, the Zohar Group/Golden Century combined) and whether a premium for potential control is being paid by the allottee.

Accordingly, our report relating to the issue of the Consideration Shares and the issue and exercise of the Consideration Options to Golden Century is concerned with the fairness and reasonableness of the proposals with respect to the existing non-associated shareholders of Eagle Nickel and whether the Zohar Group and Golden Century collectively are paying a premium for increased control.

• $1.8$ In our opinion, taking into account the factors noted elsewhere in this report including the factors (positive, negative and other factors) noted in section 9 of this report, the proposals as outlined in paragraph 1.2 and Resolution 1 may on balance be considered to be fair and reasonable.
• The opinions expressed above must be read in conjunction with the more detailed analysis 1.9 and comments made in this report, including the February 2011 Independent Valuation Report ("Independent Valuation Report") on the Mineral Assets owned by the Golden Century prepared by Geological Investigations Pty Ltd ("GIPL"), a copy of which is attached as an Appendix to the Notice.

2. Implications of the Proposals

As at 16 March 2011, there were 52,513,533 ordinary shares on issue in Eagle Nickel. The $2.1$ significant shareholders as at 16 March 2011 based on the Top 20 shareholders list were believed to be:

	No. of shares	% of issued shares
David Zohar and Julie Zohar (Zohar Super Fund)	13,000,000	24.76
Geotech International Pty Ltd	9,717,213	18.50
Iron Mountain Mining Limited	3,327,000	6.33
Les Field and Pauline Field	2,000,000	3.81
Swancove Enterprises Pty Ltd	1,815,000	3.46
	29,859,213	56.86

The Top 20 shareholders at 16 March 2011 owned approximately 67.75% of the ordinary issued capital of the Company.

$2.2$

If the acquisition of the Mineral Assets by Eagle Nickel proceeds, the Golden Century, the vendor of the Mineral Assets will be issued with a total of 7,000,000 Consideration Shares in Eagle Nickel as consideration for the sale of the Mineral Assets, representing approximately 11.76% of the expanded ordinary issued capital of Eagle Nickel (59,513,533 shares will be on issue) before the exercise of any share options. Including, the interests of the Zohar Group, the combined interests in Eagle Nickel would after the issue of the Consideration Shares and Options, in the absence of any further share issues would control 22,476,003 shares in Eagle Nickel representing approximately 37.77% of the Eagle Nickel expanded capital. If the 7,000,000 Consideration Options were exercised (Golden Century would need to pay Eagle Nickel \$1,400,000) Golden Eagle would own 14,000,000 shares in Eagle Nickel (approximately 21.05%) and the collective interests of Golden Century and the Zohar Group would control 29,476,003 share in Eagle Nickel, representing approximately 44.32% of the expanded issued capital of Eagle Nickel. If the Zohar Group also exercised the 26,569,500 share options exercisable at 30 cents each on or before 1 July 2012 they already own in Eagle Nickel (they would need to pay Eagle Nickel \$7,970,850), the combined Golden Century/Zohar Group would own 56,045,503 shares in Eagle Nickel representing approximately 60.21% of the expanded issued capital of Eagle Nickel.

As at 16 March 2011, there were 41,524,326 share options outstanding exercisable at 30 cents each on or before 1 July 2012. A further 10,303,051 share options are exercisable at 20 cents on or before 31 December 2015. As noted above, the Zohar Group controls 26,569,500 of the 30 cents exercise price share options.

$2.3$ The current Board of Directors is not expected to change in the near future as a result of the Transaction. New directors may be appointed to the Board as the needs dictate.

$3.$ Corporate History and Nature of Business of Eagle Nickel

• $3.1$ Eagle Nickel is a public company listed on the ASX. The Company's major interests in mineral assets are as follows:
• Hooley Well base metals this prospect is being farmed out to Red River Resources Limited ('RVR") by RVR spending \$500,000 over 4 years
• Northampton lead prospects in Western Australia
• Mt Madeline lithium and base metals prospect
• Mary Springs lead prospects (to be acquired from Swancove Enterprises, a David Zohar controlled company) subject to shareholder approval
• A summary unaudited consolidated balance sheet of the Eagle Nickel Group as at 31 $3.2$ December 2010 is noted in section 5 of this report. In addition to the tenement interests and cash, the Company owns 1,269,500 shares in United Orogen Limited, 729,127 shares in Iron Mountain and 25,000 shares in Actinogen Limited, all ASX listed companies associated with the Zohar Group.

4. Future Directions of Eagle Nickel

• We have been advised by the directors and management of Eagle Nickel that: $4.1$
• There are no proposals currently contemplated either whereby Eagle Nickel will acquire any $\bullet$ further properties or assets from Golden Century (however Eagle Nickel will issue ordinary shares and share options to Golden Century as outlined above in relation to the Transaction) or where Eagle Nickel would transfer any of its property or assets to Golden Century). The Mary Springs lead prospect (to be acquired from Swancove Enterprises, a David Zohar controlled company) is subject to shareholder approval.
• The composition of the Board will not change in the short term as noted above;
• No dividend policy has been set and it is not proposed to be set until such time as the Company is profitable and has a positive cash flow; and
• The Company will endeavour to enhance the value of its interests in its existing mineral assets and the Mineral Assets to be acquired in the Transaction.

5. Basis of Valuation of Eagle Nickel Securities

• $5.1$ Shares
• In considering the proposals to acquire the Mineral Assets, we have sought to determine if $5.1.1$ the consideration payable by Eagle Nickel to Golden Century is fair and reasonable to the existing non-associated shareholders of Eagle Nickel.
• The offer would be fair to the existing non-associated shareholders if the value of the $5.1.2$ Mineral Assets being acquired by Eagle Nickel is greater than the combined value of the implicit value of the Consideration Shares and Consideration Options in Eagle Nickel being offered as consideration. Accordingly, we have sought to determine a theoretical value that could reasonably be placed on Eagle Nickel's shares (and share options) for the purposes of this report.
• $5.1.3$ The valuation methodologies we have considered in determining a theoretical value of a Eagle Nickel share are:
• capitalised maintainable earnings/discounted cash flow:
• takeover bid the price at which an alternative acquirer might be willing to offer:
• adjusted net backing and windup value; and
• the market price of Eagle Nickel shares.
• 5.2 Capitalised maintainable earnings and discounted cash flows.
• Due to Eagle Nickel's current operations, a lack of profit history arising from business $5.2.1$ undertakings and the lack of a reliable future cash flow from a current business activity, we have considered these methods of valuation not to be relevant for the purpose of this report.
• 5.3 Takeover Bid
• It is possible that a potential bidder for Eagle Nickel could purchase all or part of the existing $5.3.1$ shares, however no certainty can be attached to this occurrence. To our knowledge, there are no current bids in the market place and the directors of Eagle Nickel and ourselves have formed the view that there is unlikely to be any takeover bids made for Eagle Nickel in the immediate future. We concur with that view in the absence of any evidence on the market place to date. However, if the agreement to acquire the Tenements from Golden Century is concluded, Golden Century will control approximately 11.76% of the expanded ordinary issued capital of Eagle Nickel. In addition, the interests of the Zohar Group control approximately 31.04% of Eagle Nickel. The combined shareholding interests of Golden Century and the Zohar Group could control approximately 37.77% after the Transaction is completed and up to 44.32% if Golden Century exercises the Consideration Options (would

EAG0000/IER re Transaction of Mineral Assets - Section 611 and ASX Listing Rules

need to pay 20 cents per Eagle Nickel share equivalent to a total of \$1,400,000). In the event that such options were exercised and the Zohar Group exercised its 26,569,500 share options it holds in Eagle Nickel (would also need to pay 30 cents per share or \$7,970,850) and the combined Golden Century/Zohar Group's shareholding interest in Eagle Nickel could rise to approximately 60.21% (in the absence of any other share issues by Eagle Nickel).

$5.4$ Adjusted Net Asset Backing

• $5.4.1$ We set out below an unaudited Statement of Financial Position (Balance Sheet) of Eagle Nickel as at 31 December 2010, adjusted for estimated administration and exploration costs for the period 1 January 2011 to 30 April 2011 of \$250,000 and the receipt of cash of approximately \$159,780 from the issue of shares (including exercise of share options) to 16 March 2011, along with a pro-forma consolidated Balance Sheet assuming the following:
• the acquisition of the Mineral Assets from Golden Century by way of an issue of 7,000,000 Consideration Shares at a deemed share price of 5 cents per share (\$350,000) and the issue of 7,000,000 Consideration Options at a deemed value of 1.09 cent each (\$76,300) (refer paragraph 5.6.1 below); and
• the payment of an estimated \$20,000 indirect costs (including possible payment of stamp duty) relating to the Transaction and all capitalised.

	Eagle Nickel (as adjusted) 31 December 2010 \$000's	Eagle Nickel Consolidated Pro-forma 31 December 2010 \$000's
Current Assets
Cash	446	426
Trade and Other Receivables	11	11
	457	437
Non Current Assets
Available for sale financial assets	171	171
Plant and equipment Capitalised acquisition costs	3	3
	174	426
Total Assets	631	600 1,037
Current Liabilities
Trade and other payables	95	95
	95	95
Total liabilities	95	95
Net Assets	536	942
Equity
Issued capital	3,365	3,715
Reserves	2,469	2,545
Accumulated losses	(5, 298)	(5,318)
Net Equity	536	942
Number of shares on issue Net asset value per share (cents)	52,513,533 1.02	59,513,533 1.58

$5.4.2$ The book net tangible asset backing as at 31 December 2010 (as adjusted as noted above) equates to approximately 1.02 cents per share (52,513,533 ordinary shares on issue). Based on the book values post the Transaction, the issue of the Consideration Shares (59,513,533 ordinary shares on issue) the value per share is approximately 1.57 cents (ignoring the value, if any, of non-booked tax benefits and the preferred value of the Mineral Assets to be acquired).

• $5.4.3$ We have accepted the amounts for all current assets and non current assets as disclosed in the 31 December 2010 management accounts of Eagle Nickel. We have been assured by the management of Eagle Nickel that they believe the carrying value of all current assets. non current assets and liabilities at 31 December 2010 are fair and not materially misstated. All exploration costs on the existing mineral assets to 31 December 2010 have been expensed to the statement of comprehensive income (income statement).
• 544 We note that the market has been informed of all of the current projects, joint ventures and farm in/farm out arrangements entered into between Eagle Nickel and other parties. We also note it is not the present intention of the directors of Eagle Nickel to liquidate the Company and therefore any theoretical value based upon wind up value or even net book value (as adjusted), is just that, theoretical. The shareholders, existing and future, must acquire shares in Eagle Nickel based on the market perceptions of what the market considers an Eagle Nickel share to be worth.

The market has either generally valued the vast majority of junior mineral exploration companies at significant discounts or premiums to appraised technical values and this has been the case for a number of years although we also note that there is an orderly market (albeit at low volumes) for Eagle Nickel shares and the market is kept fully informed of the activities of the Company. Furthermore, for accounting purposes under Australian Equivalents to International Financial Reporting Standards ("IFRS"), the consideration for the issue of shares in Eagle Nickel to acquire the Mineral Assets will be booked at the share price of a Eagle Nickel share at the date of completion of the Transaction (presumed to be the date the Consideration Shares are issued to Golden Century). Accordingly, for the reasons outlined above, we believe that for the purpose of this report, it is not appropriate to use any technical value of an Eagle Nickel share in assessing whether the proposal to acquire the Mineral Assets is fair and reasonable. However, we have compared the value of the Consideration based on a 1.02 cents asset backing as a "reasonableness test" against our preferred methodology. We believe a market-based approach is a more suitable basis of assessing whether the proposed Sales are fair and/or reasonable. In the case of the Transaction, the pre announcement prices have been taken as prior to 27 May 2010. However as there has been a significant delay in seeking shareholder approval, we have also considered share prices of Eagle Nickel over the past 4 months to 16 March 2011. As the acquisition of the Tenements by Eagle Nickel are not considered major acquisitions and due the long time delay between announcement of the Transaction and the date shareholders of Eagle Nickel will vote on the Transaction, we consider that it would be more appropriate to ascribe values to the Eagle Nickel shares being issued to Golden Century based on more recent Eagle Nickel share prices over the past few months.

• 5.5 Market Price of Eagle Nickel Ordinary Shares
• We set out below a summary of the share prices of Eagle Nickel since 1 November 2010 to $5.5.1$ 16 March 2011.

	High Cents	Low Cents	Last Sale Cents	Volume Trade 000's
November 2010	7.4	5.0	5.1	272
December 2010	7.0	5.5	5.5	1,424
January 2011	5.1	4.7	4.8	794
February 2011	5.9	4.0	5.2	3,155
March 2011 (to 16 th )	6.0	5.0	5.0	1,825

The shares of Eagle Nickel have traded in a fairly narrow range since 1 January 2011 to 16 March 2011 when it last closed on 15 March 2011 at 5.0 cents per share. Volumes had been very light although they increased substantially in the last week of February 2011 when over 2.1 million shares were traded. The last significant announcement on the activities of Eagle Nickel was made on 2 March 2011, the date the Company released its Quarterly Activities and Cashflow Reports to the market. On 15 March 2011, the Company announced that a further 2,651,333 shares had been issued on at 6 cents per share to raise a gross \$159,080.

$5.5.2$ Generally, the market is a fair indicator of what a share is worth, however the theoretical technical value based on the underlying value of assets and liabilities may be lower or higher. In the case of Eagle Nickel, liquidity was relatively low except that since February 2011 the volumes of trades increased significantly.

It is noted that over the past several years, the vast majority of mineral exploration companies listed on the ASX are trading at significant discounts or premiums to appraised technical values and in some cases have traded at a discount to cash asset backing. In the case of Eagle Nickel, the monthly volume of trades on the ASX is not high but arguably large enough (considering that a large parcel of shares is tied up in the hands of the Zohar Group) to argue that an orderly market exists for Eagle Nickel shares. The "market" arguably is fully informed of its activities. It is our opinion that it is appropriate to use a range of recent trading market values as fair values to attribute to the Consideration Shares to be issued to Golden Century. It is noted that in December 2010, the Company issued around 7.6 million shares as a result of a rights issue announced in October 2010 and the issue price was 6 cents (a further 2,651,333 shares were issued at 6 cents each in March 2011). Since the issue of such shares the share price has drifted down to trade in the high 4's and low 5's (cents). The last sale on 15 March 2011 was 5 cents (no trades on 16 March 2011).

• The future value of an Eagle Nickel share will depend upon, inter alia: $5.5.3$
• the successful exploitation of the current mineral assets of the Company and/or the Mineral Assets being acquired via the Transaction;
• the state of the gold, copper, other base metal markets and phosphate markets (and prices) in Australia and overseas;
• exchange rates and sovereign country risk; $\mathbf{u}$
• the cash position of the Company; $\mathbf{u}$ .
• the state of Australian and overseas stock markets;
• membership and control of the Board and the quality of the management;
• general economic conditions; and $\blacksquare$
• liquidity of the trading in the shares in Eagle Nickel.
• Conclusion as to basis of valuation of an Eagle Nickel share $5.5.4$

Having considered the various bases of valuation including capitalised maintainable earnings/discounted cash flows, takeover bid, adjusted net asset backing and the recent market prices of Eagle Nickel shares including the actual Rights Issue price of 6 cents per share in December 2010, we consider the fair value of a Eagle Nickel share for the purposes of this report to lie in the range of 4.4 cents and 6.0 cents and have used 5 cents as the preferred value. It is noted that the last sale price of an Eagle Nickel share prior to the 27 May 2010 announcement was 4 cents. For the purposes of this report, we have considered that it is appropriate to use a range of prices for the Eagle Nickel ordinary shares in determining our opinion on fairness. The Directors will need to consider the accounting standards in determining the final price attributable to the Consideration Shares to be issued to acquire the Mineral Assets. It is assumed that the Consideration Shares will be escrowed for a period of between 12 months and 24 months and a discount for restricted trading could be applied at between 20% and 40%. Thus the discounted value of the Consideration Shares from Golden Century's point of view may be between 2.64 cents and 4.8 cents. The preferred discounted value is in our view around 3.5 cents (70% of 5 cents). However, we have used the range of 4.4 cents to 6.0 cents with a preferred value of 5 cents.

• 5.6 Options
• The Company is also to issue 7,000,000 Consideration Options to the Golden Century as 5.6.1 part of the consideration to acquire the Mineral Assets although the Directors of Eagle Nickel ascribed minimal value to the Consideration Options.

The assumptions we have used include:

• Share price of a Eagle Nickel share of 5 cents (the deemed issue price)
• Risk free interest rate of 4.8%

EAG0000/IER re Transaction of Mineral Assets - Section 611 and ASX Listing Rules

• Volatility factor of 70%
• Exercise price of 20 cents per Consideration Option
• Discount of 30% for non listed status of the Consideration Options and the fact that such share options will be escrowed and the shares in Eagle Nickel are thinly traded:
• Expiry date of 4 years from date of issue that is deemed to be on or around 1 May 2011- expire 1 May 2015

Based on the above, the value of the Consideration Options is valued at approximately 1.09 cents each. Thus the total "deemed cost" to grant the Consideration Options approximates \$76,300. If we used the share price of 6 cents being the Rights Issue price in December 2010 and used the same other assumptions noted above, the value of the Consideration Options would approximate 1.47 cents each for a total of approximately \$102,900. There are on issue approximately 10.3 million share options exercisable at 20 cents each on or before 31 December 2015 and the last sale was at 1.3 cents and since December 2010 have traded on extremely thin volumes at between 0.6 cents and 1.3 cents. It should be noted that any cost attributable to the Consideration Options is not a cash outlay and the Golden Century would need to pay Eagle Nickel \$1,400,000 to exercise all of the 7,000,000 Consideration Options.

6. Value of Consideration

$6.1$ Based on recent share prices, the consideration range would be:

	Low \$000's	Preferred \$000's	High \$000's
7,000,000 Consideration Shares 7,000,000 Consideration Share	308,000	350,000	420,000
Options	61,600	76,300	102,900
Total consideration	369,600	426,300	522,900
Share price assumed to be	4.4 cents	$5.0$ cents	60 cents

It is noted that the Directors of Eagle Nickel at the time of negotiation of the Transaction with the Directors of Golden Eagle allocated around 4 cents to the value of each share. The Eagle Nickel Directors considered the total value of the consideration payable to Golden Century to be approximately \$280,000 being 7,000,000 to the Consideration Shares.

7. Basis of Valuation of the Mineral Assets

• The usual approach to the valuation of an asset is to seek to determine what an informed. $7.1$ willing but not anxious buyer would pay to an informed, willing but not anxious seller in an open market.
• The Company in February 2011 commissioned GIPL to prepare a valuation report of the $7.2$ Mineral Assets. The Independent Valuation Report of February 2011 should be read in its entirety and a full copy of the Independent Valuation Report is attached as an Appendix to the Notice. The Independent Valuation Report ascribes a range of values to the interests to the Mineral Assets and for the purposes of our report we have used the low, high and mid range market valuations referred to in the Independent Valuation Report.
• We have used and relied on the Independent Valuation Report on the Mineral Assets and $7.3$ have satisfied ourselves that:
• GIPL is a suitably qualified geological consulting firm and has relevant experience in assessing the merits of mineral projects and preparing mineral asset valuations (also the author of the report, John Wyatt is suitably qualified and experienced);
• GIPL is independent from Eagle Nickel; and
• GIPL has employed sound and recognised methodologies in the preparation of the Independent Valuation Report.

GIPL has ascribed a range of values as at 18 February 2011 to the Mineral Assets of $7.4$ between \$310,000 and \$660,000 with a preferred valuation of \$470,000.

8. Conclusion as to Fairness

• 8.1 The proposal to acquire the Mineral Assets, for the considerations noted in paragraph 6.1 is believed fair to Eagle Nickel's non-associated shareholders if the value of the consideration offered is equal to or less than the value of the Mineral Assets being acquired.
• The valuation of mineral interests and valuing future profitability and cash flows is extremely 8.2 subjective as it involves assumptions regarding future events that are not capable of independent substantiation.
• We have examined below the values attributable to the Consideration Shares and 8.3 Consideration Options proposed to be issued and the value of the Mineral Assets

	Low \$000's	Preferred \$000's	High \$000's
Assessed value of the Mineral Assets by GIPL (refer paragraph 7.4)	310,000	470,000	660,000
Value of consideration payable by Eagle Nickel using a recent market based approach (Para. 6.1)	369,600	426,300	522,900
Excess (shortfall) of assessed value of the Mining Assets compared to value of the total Consideration being offered by Eagle Nickel	(59,600)	43,700	137,100

The value of the total consideration payable to Golden Century lies in the range of \$369,600 to \$522,900 with a preferred value of \$426,300 (based on the deemed fair value of a Eagle Nickel share of 5 cents). On a preferred basis the value of the total consideration (the values of the Mineral Assets) received is greater than the value of the consideration given by \$43,700.

On a pre-announcement market value approach and taking into account the Capital 8.4 Raising price, the proposed Transaction (in effect acquiring the Mineral Assets) by way of the issue of 7,000,000 Consideration Shares, and the issue of 7,000,000 Consideration Options as outlined in resolution 1 to the Notice is on balance considered to be fair.

9. Reasonableness of the Offers (Transaction)

We set out below some of the advantages and disadvantages and other factors pertaining to $9.1$ the proposed Transaction.

Advantages

• Based on the GIPL Independent Valuation Report and taking into account pre- $9.2$ announcement share prices as our preferred methodology, the offer is considered fair.
• 9.3 The Company has to date a focus only a small number of projects in Australia. The Mineral Assets increases diversity to the existing business activities.
• 9.4 The Company may be able to raise further funds by way of share equity as a result of acquiring the Mineral Assets although there has been a recent Rights Issue at 6 cents per share and the market was previously informed of the proposed Transaction in May 2010.
• 9.5 On a book net asset backing approach, the total consideration proposed by Eagle Nickel is \$147,700 based on 7,000,000 Consideration Shares to be issued (and ascribing say

\$76,300 to the Consideration Options) with a book net asset backing of approximately 1.02 cents per share (refer paragraph 5.4.1).

• GIPL has ascribed a range of values to the Mineral Assets. The Mineral Assets have been 9.6 valued at \$660,000 if the high consideration value was to be used which is considerably in excess of the preferred consideration payable of \$426,300.
• There is an incentive for Golden Century and the Zohar Group to make Eagle Nickel a viable 9.7 mineral exploration company as Golden Century/Zohar Group will have a significant increased shareholding interest in Eagle Nickel. Refer paragraph 2.2 of this report for possible shareholdings of Golden Century and the Zohar Group. Golden Century is probably paying a premium for control in that it is receiving consideration of say \$426,300 (refer paragraph 6.1) but is giving up Mineral Assets to be currently valued at between \$310,000 and \$660,000 (preferred value \$470,000) based on the GIPL Independent Valuation Report of the Mineral Assets.
• The Company currently has only several areas of interest in Australia exploring for minerals 9.8 and leaves itself open if the existing tenements prove not to be commercially viable. Diversification by acquiring the Mining Assets reduces the risk of not having any commercially viable projects (but at the same time Eagle Nickel is taking on new commitments).

Disadvantages

• 9.9 The number of ordinary shares on issue initially rises by up to 7,000,000 on approval of the Transaction (before exercise of any existing share options). This represents an approximate 13.33% increase in the ordinary shares of the Company as at 16 March 2011 and would significantly dilute the existing non associated (not associated with the Zohar Group) shareholders interests of 37,037,530 shares to approximately 62.23% of the expanded capital of the Company (59,513,333 shares). Further dilution would take place if Golden Century exercised the 7,000,000 Consideration Options. The shareholders unrelated to the Zohar Group would own approximately 62.23% of the expanded issued capital after the issue of the Consideration Shares and approximately 55.68% if Golden Century exercised the Consideration Options.
• Currently, Golden Century owns nil shares in the Company and if resolution 1 is passed, $9.10$ Golden Century will obtain an initial shareholding interest of approximately 11.76% and will be regarded as a cornerstone investor. This potential significant interest along with the shareholding interests of the Zohar Group (combined would be approximately 37.77%) can also lead to an "overhang" in the market. It is noted that deemed control of Eagle Nickel is already in the hands of the Zohar Group.
• Eagle Nickel may need to raise further significant working capital to spend on exploration, $9.11$ evaluation and any subsequent development of the Mineral Assets (and its existing tenements). Based on the pro-forma accounts as noted under paragraph 5.4.1 above it is estimated that cash reserves after payment of 31 December 2010 creditors will approximate \$331,000. The number of shares that may be issued to raise additional capital is not yet ascertained however any future capital raisings will further dilute the current non associated shareholders interests in Eagle Nickel.
• The Mineral Assets may not turn out to be commercially viable and thus significant losses $9.12$ may be incurred.

Other Factors

The exercise price of the 7,000,000 Consideration Options may be less than the share price 9.13 of an Eagle Nickel share at date(s) of exercise (if any exercise occurs). However, it is assumed Golden Century would only exercise the Consideration Options if the share price of an Eagle Nickel share trading on ASX is well above the exercise price and there are reasonable volumes of trades on ASX. Eagle Nickel would receive additional funds of up to \$1,400,000 if all Consideration Options were exercised (albeit at possible substantial discounts to the then market price(s)).

EAG0000/IER re Transaction of Mineral Assets - Section 611 and ASX Listing Rules

If all of the tenements to be acquired via the acquisition of the Mineral Assets are granted $9.14$ tenements there is an annual exploration commitment of approximately \$413,000. Currently there are no commitments as currently the Mineral Assets are all applications for tenements. There is always the risk that the applications will not be granted but in the meantime the Consideration Shares and Consideration Options will be issued if shareholders approve resolution 1. Once the applications revert to granted status, the Company will have the minimum commitments and further funds will need to be raised to meet such commitments. In addition, the indirect acquisition costs (including the possible payment of stamp duty) may be up to \$20,000.

$10.$ Conclusion as to Reasonableness

$10.1$ After taking into account the factors referred to in 9 above and elsewhere in this report, we are of the opinion that the proposed Transaction as noted in paragraph 1.2 and resolution 1 in the Notice may be considered, on balance, to be reasonable to the non-associated shareholders of Eagle Nickel. However, it is noted that Eagle Nickel will need to undertake a new capital raising of some significance in order to continue to meets is obligations and commitments as and when they fall due.

$11.$ Sources of Information

• $11.1$ In making our assessment as to whether the proposed Transaction as noted in paragraph 1.2 (that includes the proposal under resolution 1) is fair and reasonable, we have reviewed relevant published available information and other unpublished information of the Company and the Mineral Assets that is relevant to the current circumstances. In addition, we have held discussions with the management of Eagle Nickel about the present and future operations of the Company. Statements and opinions contained in this report are given in good faith but in the preparation of this report, we have relied in part on information provided by the directors and management of Eagle Nickel.
• $11.2$ Information we have received includes, but is not limited to:
• draft Notices of Meeting and accompanying ES's prepared to 16 March 2011;
• discussions with management and directors of Eagle Nickel:
• details of historical market trading of Eagle Nickel ordinary shares recorded by ASX for $\blacksquare$ the period 15 March 2010 to 16 March 2011;
• shareholding details of Eagle Nickel as supplied by the Company's share registry as at $\mathbf{r}$ 16 March 2011:
• audited financial statements of Eagle Nickel for the year ended 30 June 2010;
• un-audited balance sheet of Eagle Nickel as at 31 December 2010;
• estimated administration and exploration costs of Eagle Nickel for the period 1 January 2011 to 30 April 2011;
• announcements made by Eagle Nickel to the ASX from 1 January 2010 to 16 March $2011:$
• the HOA between Eagle and Golden Century;
• the estimated possible payment of stamp duty and other indirect acquisition costs;
• the Independent Valuation Report of GIPL dated February 2011; and
• the estimated annual minimum mineral expenditure commitments on the Mineral Assets.
• Our report includes Appendix and our Financial Services Guide attached to this report. $11.3$

Yours faithfully STANTONS INTERNATIONAL SECURITIES

J P Van Dieren - FCA Director

APPENDIX A

AUTHOR INDEPENDENCE AND INDEMNITY

This annexure forms part of and should be read in conjunction with the report of Stantons International Securities dated 16 March 2011, relating to acquiring the Mineral Assets as outlined in paragraph 1.2 of the report and resolution 1 (in relation to the share and share option component) in the Notice of Meeting to Shareholders of Eagle Nickel to be distributed to shareholders in late March or early April 2011 for a shareholders meeting planned for May 2011.

At the date of this report, Stantons International Securities does not have any interest in the outcome of the proposal. Stantons International Audit and Consulting Pty Ltd ('SIAC") are the auditors of Golden Century and SIAC is affiliated with Stantons International Securities. There are no other relationships with Eagle Nickel or Golden Century other than acting as an independent expert for the purposes of this report. There are no existing relationships between Stantons International Securities and the parties participating in the transaction detailed in this report which would affect our ability to provide an independent opinion. The fee to be received for the preparation of this report is based on the time spent at normal professional rates plus out of pocket expenses and is estimated at \$5,000. The fee is payable regardless of the outcome. With the exception of the fee, neither Stantons International Securities nor John P Van Dieren have received, nor will, or may they receive, any pecuniary or other benefits, whether directly or indirectly, for or in connection with the making of this report.

Stantons International Securities (and SIAC) does not hold any securities in Eagle Nickel or Golden Century. There are no pecuniary or other interests of Stantons International Securities that could be reasonably argued as affecting its ability to give an unbiased and independent opinion in relation to the proposal. Stantons International Securities and Mr J Van Dieren have consented to the inclusion of this report in the form and context in which it is included as an annexure to the Notice.

QUALIFICATIONS

We advise Stantons International Securities is the holder of an Australian Financial Services Licence (no 319600) under the Corporations Act 2001 relating to advice and reporting on mergers, takeovers and transactions that involve securities. Stantons International Securities and Stantons International Pty Ltd have extensive experience in providing reports pertaining to mergers, acquisitions, takeovers and valuations and providing strategic advice for both listed and unlisted companies and businesses.

Mr John P Van Dieren, FCA, the person responsible for the preparation of this report, has extensive experience in the preparation of valuations for companies and in advising corporations on takeovers generally and in particular on the valuation and financial aspects thereof, including the fairness and reasonableness of the consideration offered.

The professionals employed in the research, analysis and evaluation leading to the formulation of opinions contained in this report, have qualifications and experience appropriate to the task they have performed.

DECLARATION

This report has been prepared at the request of the directors of Eagle Nickel in order to assist the shareholders of Eagle Nickel to assess the merits or otherwise of the proposals to the Mineral Assets as outlined in resolution 1 of the Notice and the Explanatory Memorandum to which this report relates. This report has been prepared for the benefit of Eagle Nicklel's shareholders and does not provide a general expression of Stantons International Securities opinion as to the longer term value of Eagle Nickel, its assets and the Mineral Assets. Stantons International Securities does not imply, and it should not be construed, that is has carried out any form of audit on the accounting or other records of Eagle Nickel. Neither the whole nor any part of this report, nor any reference thereto may be included in or with or attached to any document, circular, resolution, letter or statement, without the prior written consent of Stantons International Securities to the form and context in which it appears.

EAG0000/IER re Transaction of Mineral Assets - Section 611 and ASX Listing Rules

DISCLAIMER

This report has been prepared by Stantons International Securities with due care and diligence. However, except for those responsibilities, which by law cannot be excluded, no responsibility arising in any way whatsoever for errors or omission (including responsibility to any person for negligence) is assumed by Stantons International Securities and Stantons International Pty Ltd, their directors, employees or consultants for the preparation of this report.

DECLARATION AND INDEMNITY

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A draft of this report was presented to Eagle directors for a review of factual information contained in the report. Comments received relating to factual matters were taken into account, however the valuation methodologies and conclusions did not alter.

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GEOLOGICAL INVESTIGATIONS PTY LTD ABN 69 008 727 820

INDEPENDENT VALUATION

FOR

EAGLE NICKEL LIMITED

OF

WESTERN AUSTRALIAN

PHOSPHATE PROSPECTS

E09/1756 - WANDAGEE E04/2007 - WHITE ISLAND E04/2008 - MONTALIVET ISLANDS E04/2022 - LANGEY CROSSING E08/2120 - WINNING E70/3847 - PILLAWARRA HILL

VALUATION DATE - 18^th February 2011

JOHN D WYATT PRINCIPAL GEOLOGICAL INVESTIGATIONS PTY LTD ABN 69 008 727 820

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

The Directors Eagle Nickel Limited Level 7 231 Adelaide Terrace Perth 6000

18^th February 2011

VALUATION OF E09/1756, E04/2007, E04/2008, E04/2022, E08/2120 & E70/3847

Dear Sirs,

At the request of Eagle Nickel Limited (ENL), this report provides an Independent opinion as to the cash value of phosphate prospects located in Western Australia (Figure 1)

It has been prepared by John Wyatt of Geological Investigations Pty Ltd (GI) in accordance with the requirements of the Valmin Code (2005) as adopted by The Australasian Institute of Mining and Metallurgy (The Aus IMM).

The preferred valuation assigned is \$0.47M

This valuation is valid as at 18^th February 2011 and provides the author's opinion as to the worth of the mineral assets at this date. The valuation may change over time as a result of varying economic, market demand, fluctuating metal prices or other factors. The valuation may also be affected by the success or otherwise of any mineral exploration that is conducted either on the properties concerned or by other explorers on prospects nearby. The valuation may also change following consideration of exploration data not in the public domain that may not have been made available to the author.

Currently all the above claims have been applied for but not yet granted and, as a result, at this time have not been the subject of any exploration by ENL.

In order to form an opinion as to the worth of any property, it is necessary to make assumptions as to certain future events that may as yet not be evident. All reasonable care has been taken in addressing these assumptions to ensure that they are appropriate to the case.

Any such assumptions are based on the author's technical training and experience in the mining industry and as such represent the author's professional opinion formed at the time of this report.

The valuations presented in this document are restricted to a statement of the fair value of the tenement package and as such are an estimate of the amount of money, or cash equivalent, which would be likely to change hands between a willing buyer and a willing seller in an arm's length transaction, wherein each party had acted knowledgeably, prudently and without compulsion. This is the required basis for the estimation to be in accordance with the provisions of the JORC Code (December 2004).

There are a number of accepted procedures for establishing the value of mineral properties with the method selected depending on the circumstances of the property and its degree of development. For example, with a project in the earliest stages of exploration, the empirical method based on comparison of the price paid for a similar property in the same area having comparable geology and potential may be appropriate. For a property having identified resources or reserves, the net present value of discounted cash flows would be more appropriate.

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

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

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

In the absence of any JORC - compliant resources the discounted cash flow method is not applicable. Furthermore, whereas, depending on exploration results, joint venture and/or farm-in negotiations that may be negotiated in the future, currently, only prospectivity, empirical methodology, and possibly assessment of similar transactions have been used in establishing a value for these, still relatively unexplored largely speculative prospects that at this time, have been applied for, but not yet granted.

1. Empirical (Yardstick) Method

The market value determinations may be made in accordance with the Independent Expert's knowledge of the particular property. This may include a discount applied to values arrived at by way of consideration of conceptual target models of the area. The market value may also be rated in terms of dollar value per unit area or dollar value of the estimated resource in the ground.

This method considers the range of values that can be assigned to an exploration property based on the current market price worth of similar (equivalent) properties, existing or previous joint venture and/or sales agreements, geological potential, resource potential and the current value of recognised areas of mineralisation. These methods are termed "Yardstick" or "Real Estate" assessments of the prospects worth.

Both methods are inherently subjective and arrive at a valuation range based on technical considerations and the informed opinion of the valuer.

2. Joint Venture Terms

The terms of a proposed joint venture agreement may be used to provide a market value based upon the amount an incoming partner is prepared to spend to earn an interest in part or all of the property. This supposes some form of subjectivity on the part of the incoming party when grass roots properties are involved.

3. Similar Transactions

When commercial transactions concerning properties in similar circumstances have recently occurred, the market value precedent may be applied in part or in full to the property under consideration.

4. Multiple of Exploration Expenditure

The multiple of exploration expenditure method (MEE) can be used whereby a subjective factor (also called the Prospectivity Enhancement Multiplier or PEM) based on previous expenditure on a tenement with or without future committed exploration expenditure is used to establish a base value from which the effectiveness of exploration can be assessed. Where exploration has produced documented positive results a MEE multiplier can be selected that takes into account the valuer's judgement of the prospectivity of the tenement and the worth of the database.

Alternatively, the assessed value of the available data based on its replacement cost provides a guide to the worth of the mineral property. Exploration results may be either positive or negative, in which case they may downgrade the potential and as such the worth of the project.

5. Ratings System of the Prospectivity (Kilburn)

This is a rating method based on the basic acquisition cost (BAC) of the tenement that applies incremental, fractional or integer ratings to a BAC cost with respect to various Prospectivity factors to derive a value. Under the Kilburn method the valuer assess four key technical factors which either enhance, downgrade or have no impact on the value of the property. The factors are then applied serially to the BAC of each tenement in order to derive a value for the property. The factors used are; off-property attributes on-property attributes, anomalies and geology. A fifth factor that may be applied is the current state of the metals market. This valuation system is not favoured by the writer.

The aims of the various valuation methods are to provide an independent opinion as to the 'fair value' for the property under consideration and further, to provide as much detail as possible as to the manner in which the value is reached. It is necessarily subjective according to the degree of risk perceived by the property valuer in addition to all other commercial considerations. Efforts to construct a transparent valuation using sophisticated financial models are still hindered by the nature of the original assumptions where a known resource exists and are not applicable to properties without an identified resource.

The very low valuation ranges proposed in this report are largely based on information provided by ENL, together with the author's independent due diligence review of the geology and prospectivity of the prospect areas from other sources. These were accessed either from open-file WA Mines Department records, or the author's reference library. All the referred sources are listed in the Bibliography and References section of this valuation report.

Recent open file exploration results reported by Heron Resources Ltd. and contained in the Register of Australian Mining (2010-2011) formed the basis for the valuation of ENL's Langey Crossing prospect, E04/2022. Whereas Heron's recent exploration results for their Langey Crossing Prospect are on open file (Australian Mining Register 2011-2011) as a matter of courtesy a copy of the Langey Crossing valuation report was sent to Heron for their approval.

Site visits were not made to all the project areas, however the author's knowledge of all the most important on-shore locations, especially Langey Crossing, where the potential of the tenement to host phosphate mineralisation was assessed from work done by others, namely Heron Resources Limited. Heron's reconnaissance drilling encountered phosphate mineralisation in sedimentary horizons that dipped westwards towards, and almost certainly under, Eagle Nickel's E04/2022, and concealed by a recent soil cover. This fact indicated that a site visit would not significantly add to the author's knowledge of the prospect. Similarly,

extensive soil cover over most of the other tenements and/or the reported absence of identified resource mineralisation indicated that on-site inspections, in most cases, were not warranted. For the off-shore island prospects, firstly their remoteness and lack of past exploration results did not in, the author's opinion, warrant site inspections at this time and because of this only nominal values were assigned.

John Wyatt is an independent consulting geologist with more than 50 years experience in mineral exploration and evaluation both in Australia and overseas, having relevant experience and competence to be considered an Expert under the definitions of the Valmin Code. The writer warrants that neither he nor GI have any interest in ENL, in the mineral properties referred to in this report nor in any other ENL asset.

Fees for the preparation of this report are charged at commercial rates together with expenses at cost for a total of \$5885.40.

Payment for these fees and expenses is not contingent upon the conclusions reached in this report.

GI has provided consent for the inclusion of this valuation and information for the ASX reporting requirements and in the form and context in which this information appears.

Yours faithfully.

JD Wyatt BA., MSc. FAusIMM. Principal Geological Investigations Pty Ltd

PROSPECT AREAS

WANDAGEE-E09/1756

Introduction

Golden Century Mining Limited's Wandagee exploration license application is located in the Gascoyne Mineral Field, Western Australia (Figures 2 and 2a).

The tenement covers an area some 25kms square, centred about Wandagee Homestead and straddling the Minilya River.

The geological setting comprises Permian-aged, Byro Group undifferentiated sediments that are reportedly prospective for phosphate mineralisation. The project area was the subject of geochemical mapping in 2001 by the West Australian Department of Minerals and Energy, (Sanders and McGuiness Reg. Geochem Series - Winning Pool/Minilya 2001), where sampling within ENL's project area revealed the presence of widespread anomalous phosphate (P₂O₅) mineralisation, namely 25 sites grading 0.25% P₂O₅ and 5 sites grading in excess of 0.25% P₂O₅.

No exploration has as yet been undertaken by ENL.

Tenement Details

Tenement No	Date Applied For	Area Blocks	Expenditure Commitment	Tenement Holder
E09/1756	23.02.2010	155	Once granted \$155,000pa	Golden Century Mining Limited

Prospectivity

In the absence of any exploration by ENL, reliance was placed on WA Government Geological Survey publications, the most relevant of which was the 2001 Geochemical mapping of the Winning Pool/Minilya 1:250,000 map sheet (Sanders and McGuiness 2001).

In addition to a number of highly anomalous phosphate samples collected by others within ENL's prospect area, the potential for base metals, uranium, ferroalloy components and evaporite deposits was recognised (See phosphate, copper gold anomaly sites).

To date, because no exploration has been carried out by the holders most consideration was given to the sampling results reported from WA Government geochemical surveys. These indicated the area's potential for both phosphate and other mineralisation.

Based on this evidence and the perceived potential for limited prospectivity, at this early stage and prior to any worthwhile exploration being undertaken, only a nominal value range could be assigned, namely

\$0.05M - \$0.10M

Preferred value of \$0.07M

WHITE ISLAND - E04/2007

Introduction

Golden Century Mining Limited's White Island Exploration Licence Application is located in the Prince Regent area, Brunswick Bay, off the Northeast Kimberley coast, Western Australia. (Figure3)

The island is only about 0.3km square in area and its geological setting comprises Kimberley Group Carson Volcanics, namely blocky amygdaloidal basalts with ferruginous sandstone/siltstone interbeds. These outcropping rocks are fringed by an extensive coral reef that is some 2.5kms by 2.0kms in area.

Based on the observations contained in the GSWA, Memoir 3, Geology and Mineral Resources of WA the prospect is believed to have potential for phosphate (guano) deposits (Playford et al 1990).

Under "Quaternary guano deposits" Memoir 3 reports as follows:

"Between 1850-1900 rich guano deposits on many of the islands of northern and western coastal WA were exploited for local use of fertiliser.' On Pelsart Island guano was mined during World War 2 whilst other areas were identified on Adele, White and Beagle Islands (Cope 1976).

Whereas the potential to host economic mineralisation including guano, is limited, until reconnaissance sampling and exploration has been carried out, White Island (and possibly nearby Montalivet Island) are believed worthy of retention and therefore warrant the very modest valuation assigned.

У

Having a similar geological setting to White Island, it is believed that the much larger Montalivet group may also be prospective for guano mineralisation although, to date, because no reconnaissance exploration has as yet been carried out, their potential to host other than bauxite mineralisation is, at this time, not proven.

Tenement Details

Tenement No	Applied Date for	Area Blocks	Expenditure Commitment	Tenement Holder
E04/2008	4/02/2010	16	Once granted \$20,000pa	Golden Century Mining Limited

Prospectivity

Guano and Montalivet Islands

• There is no researched data available on Montalivet Island relating specifically to guano, however in view of the additional size of the Montalivet group (9km²) compared with White Island (5km²), and Montalivet's geological setting, namely Carson Volcanics, that elsewhere are known to host base metal (copper) and possibly bauxite from Tertiary-aged laterites (Sofoulis and Allen 1965), until reconnaissance exploration has been carried out it warrants retention.

No sampling has as yet been undertaken by ENL, however several nearby island locations are reported to have limited potential for both bauxite in the overlying laterites and copper mineralisation in the Carson Volcanics.

Valuation

At this time the range of values assigned is as follows:-

\$0.05M - \$0.08M

Concerning the selection of a Preferred value the following is believed to be pertinent:-

White Island was conservatively valued at \$30,000 because of the islands relatively small size and limited potential.

Montalivet Island is nearly twice the size and also has reported potential for bauxite and base mineralisation. On this basis alone it is believed that it warrants a

Preferred value of \$0.07M

LANGEY CROSSING - E 04/2022

Introduction

Phosphate mineralisation was first discovered at Langey Crossing in the mid-1960's, hosted by a westerly-dipping nodular phosphate horizon within the Jurassic-aged Jarlemarl Siltstone Unit (Figures 5 and 5a)

Work by Heron Resources Limited up to August 2009, that included reconnaissance drilling, costeaning, sample analysis and metallurgical test works, delineated a phosphate horizon up to 2m thick and some 8km in strike length, with a further 6km still to be tested. (Register of Australian Mining 2009/2010)

Head assays of 22% $P_2O_5 - 11\% P_2O_5$ with 71% recoveries, although considered to be relatively low, were still believed to be sufficiently encouraging to warrant further investigation. Eagle Nickel Mining Limited are currently in the process of tenement acquisition and as yet have not carried out any exploration.

In 2010 Heron Resources Limited reported as follows (Register of Australian Mining 2010- $2011$ :-

• Confirmed previously reported phosphate mineralisation at Langey Crossing (GSWA Memoir 3 1990)
• Carried out exploratory drilling which confirmed a gentle (1°) westerly dippingnodular phosphate sedimentary sequence that extends into and beneath ENL's E04/2022.
• . These results were apparently sufficiently encouraging for Heron to make application to increase their tenement holdings.
• To date (2010), Heron reported the drilling of 151 holes for a total of 2263m. This drilling delineated a phosphate horizon that extended for a strike length of some 14kms and was open both to the north and to the south.
• Heron report that they are now extending their area of interest in an attempt to discover, more high-grade phosphate- bearing rock sequences.
• Heron are reportedly negotiating with interested parties for a farm-in participation $\bullet$

E04/2022 is located adjacent to, and west of, E04/1727 and E04/1804, held by Heron. Heron report that the nodular phosphate horizon currently under investigation on their tenements dips west at 1° and thickens in that direction into ENL's Langey Crossing Project area.

Tenement Details

Tenement No	Date Applied for	Area Blocks	Expenditure Commitment	Tenement Holder
E04/2022	7/04/2010	50	Once granted \$50,000pa	Golden Century Mining Limited

Prospectivity

Exploration by others completed to date confirms the presence of some 14km strike length of a nodular phosphate horizon between 1.5 - 2m in thickness and with varying phosphate $(P_2O_5)$ content ranging between 11% - 22% $P_2O_5$ .

Based on Heron's preliminary studies it is believed that ENL's prospect area is worthy of drill investigation to check on the presence, thickness and grade of P₂O₅ mineralisation.

From a low of US\$40 per tonne in 2005, traded phosphate prices of over US\$400 per tonne were reached by early 2008, dipping back to under US\$200 per tonne later in the year.

In the absence of any JORC-compliant resource and the fact that no exploration data relating to E04/2022 was available, only 'Exploration Results' could be considered for the valuation assessment.

However Heron's Project adjacent to ENL's E04/2022 provides abundant positive supporting evidence for a valuation assessment somewhat in excess of a base value of \$100,000.

Considering the close proximity of ENL's Langey Crossing Prospect to Heron's developing phosphate project that reportedly has indentified nodular phosphate mineralisation over a strike length of some 14kms and open both to the north and to the south, it is believed that this base value of \$100,000 is on the low side.

From the above, in the author's opinion a valuation range from a low of \$0.1M to as much as \$0.3M is warranted.

The assigned valuation range is

\$0.1M - \$0.3M

with a

Preferred value of \$0.2M

WINNING - E 08/2120

Introduction

Golden Century Mining Limited's Winning Pool exploration license application E08/2120 is located in the Ashburton Mineral Field, Western Australia. (Figure 6).

The tenement extends north-south for some 50kms, covering Cretaceous-aged shale and siltstone Winning Group sediments that are reportedly prospective for phosphate $(P_2O_5)$ , uranium and base metal/ferroalloy related mineralisation.

This information has been derived from a review of geochemical mapping and sampling carried out by the GSWA in 2001 (Sanders and McGuiness Geochemical Series Winning Pool/Minilya). Sampling results by the GSWA within the tenements revealed the presence of 12 separate sites that returned anomalous (0.25% P₂O₅) values (see Figures attached0

Tenement Details

Tenement No	Date Applied For	Area Blocks	Expenditure Commitment	Tenement Holder
E08/2120	23.02.2010	117	Once granted \$117,000pa	Golden Century Mining Limited

Prospectivity

No exploration has been carried out, however the tenement is located in an area where others are exploring for phosphate (Northern Phosphate Ltd) and sampling by the WA Geological Survey has confirmed the presence of widespread anomalous phosphate occurrences.

In the absence of any exploration data, apart from regolith sampling by the GSWA, only a subjective assessment and nominal value is believed to be warranted.

Therefore, assuming that the tenements are granted, E08/2120 has been valued within the range

\$0.05M - \$0.08M

Preferred value of \$0.06M

PILLAWARRA HILL - E 70/3847

Introduction

Golden Century Mining Limited's, Pillawarra Hill, exploration license application is located in the South West Mineral Field, Western Australia. (Figure 7)

The tenement covers a relatively small area of prospective Cretaceous-aged glauconitic clayey siltstones and sandstones that reportedly contain Alinga Greensand and Toolanga Calcilutite sedimentary sequences that are believed to be prospective for phosphate (P₂O₅) mineralisation (RM Hocking et al. Ajana 1:250,000 Geological Series 1982).

Tenement Details

Tenement No	Date Applied For	Area Blocks	Expenditure Commitment	Tenement Holder
E70/3847	23.02.2010	61	Once granted \$61,000pa	Golden Century Mining Limited

Prospectivity

Until the claim is granted no exploration can be undertaken by ENL, and apart from the GSWA report (Ajana 1:250,000 Geological Series) that refers to the occurrence of phosphate nodules in Cretaceous sedimentary horizons within the prospect area, no other relevant exploration data has been sighted.

Until detailed exploration, comprising geological mapping and sampling, has been carried out, the potential of the prospect is unconfirmed.

In the absence of any more detailed evidence of phosphate mineralisation, and based on the areal extent of the favoured Cretaceous host rock sequences, together with the extensive soil cover over some two thirds of the tenement area, the assigned value of the Pillawarra Hill project is considered to be within the range

\$0.04M - \$0.05M

Preferred value of \$0.04M

VALUATION SUMMARY

AREA	RANGE	PREFERRED
Wandagee	\$0.05M - \$0.10M	\$0.07M
White Island	\$0.02M - \$0.05M	\$0.03M
Montalivet Island Group	\$0.05M - \$0.08M	\$0.07M
Langey Crossing	$$0.1M - $0.3M$$	\$0.2M
Winning	\$0.05M - \$0.08M	\$0.06M
Pillawarra Hill	\$0.04M - \$0.05M	\$0.04M
TOTAL	\$0.31M - \$0.66M	\$0.47M

PREFERRED VALUE OF \$0.47M

BIBLIOGRAPHY & REFERENCES

Cope RN, 1976 a Phosphate Western Australia Vol 4

Economic Geology of Australia and Papua New Guinea, Industrial Minerals and Rocks

Heron Resources Limited 2009 - www.heronresources.com.au/langey.php

Hocking, RM., et al. 1985, Winning Pool-Minilya 1:250,000 Geological Series, Explanatory Notes, Geological Survey of Western Australia

Hocking, RM., et al. 1987, Geology of the Carnarvon Basin, Western Australia. Bull. 133, Dept of Mines, Western Australia

Playford, P.E., et al., 1990, Geology and Mineral Resources of Western Australia, Memoir 3. Geological Survey of Western Australia

Register of Australian Mining 2009-2010

Register of Australian Mining 2010-2011

Sanders, A.J. & McGuinness, S.A., 2001, Geochemical Mapping of the Winning Pool-Minilya 1:250, 000 Regolith Geochemistry Series, GSWA Dept of Minerals & Energy

FIGURES

Figure 1	Prospect Locality Plan
Figure 2	Tenement Plan - Wandagee - E09/1756
Figure 2a	Geology
Figure 3	Tenement Plan - White Island - E04/2007
Figure 4	Tenement Plan - Montalivet Islands - E04/2008
Figure 4a	Geology
Figure 5	Tenement Plan - Langey Crossing - E04/2022
Figure 5a	Geology
Figure 6	Tenement Plan - Winning - E08/2120
Figure 2a	Geology
Figure 7	Tenement Plan - Pillawarra Hill - E70/3847
Figure 7a	Geology

Figure za

Figure 2a

Figure 3

Figure 6

EAGLE NICKEL LIMITED ACN 125 368 658

Proxy Form

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SHAREHOLDER

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OR, if no person is named, the Chairman of the meeting to vote in accordance with the following directions or, if no directions have been given, as the Proxy (other than the Chairman) sees fit at the General Meeting of the Company to be held on 10 May 2011 commencing at 10 am (WST) and at any adjournment thereof.

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direct your proxy how to vote on a Resolution, you must place a mark in the box below headed "Proxy's Discretion" in respect of that Resolution. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

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or signed by * delete as appropriate		under Power of Attorney on behalf of the company.

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This proxy form must be signed by the shareholder and, in the case of joint shareholders, by each of the joint shareholders. In the case of a corporation, this proxy form must be executed in accordance with section 127 of the Corporations Act 2001. In the case of a Sole Director/Secretary company, please indicate "Sole Director". If this proxy form is signed under Power of Attorney the original Power of Attorney (or a copy certified as a true copy by statutory declaration) must be forwarded with the proxy form.

PROXY'S VOTING INSTRUCTIONS (OPTIONAL)	FOR	AGAINST	ABSTAIN	PROXY'S DISCRETION
1. Acquisition of phosphate tenements

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

APPOINTMENT OF A SECOND PROXY (OPTIONAL)

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

A shareholder is entitled to appoint up to two persons (whether shareholders or not) to attend the meeting and vote as proxies. If you wish to appoint two proxies please either photocopy the proxy form or telephone Mr Mark Killmier on $+ +618$ 9225 4718 to obtain a second form. Both forms should be completed with the nominated percentage of your voting rights on each form. Please return the proxy forms together.

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Deadline for Receipt of proxies To be effective, a completed proxy form together with the power of attorney (if any) under which it is signed, must be received by the Company at its registered office or Company office, Level 7, 231 Adelaide Terrace, Perth not less than 48 hours before the appointed time of the General Meeting ie. no later than 10 am WST on 9 May 2011.

Important Information

Destination of Completed Proxy Form Once the Proxy Form is completed and all details checked by you, the form is to be sent or delivered to the Company's office at Level 7, 231 Adelaide Terrace, Perth WA 6000 or sent by facsimile to the registered office on $+$ 618 9225 6474.

For Further Information If you need any further information about this form or attendance at the Company's General Meeting, please contact Mr Mark Killmier, Company Secretary, on ++ 618 9225 4718.