IRON MOUNTAIN MINING LIMITED ACN 112 914 459

of Level 7, 231 Adelaide Terrace, Perth WA 6000

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

General Meeting of Iron Mountain Mining Limited to be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on the 26th day of August 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: 12 July 2011

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

	Corporate Directory
Directors	Simon England LLB (Hons), BCom GAICD Chairman
	Robert Sebek B.App.Sc., B.Sc.(Hons), MBA Managing Director
	Zhukov Pervan MBBS (WA), FRACGP, FAICD Director
	David Zohar BSc DipEd Director
Company Secretary	Suraj Sanghani BCom (UWA), CA
Head Office	Level 7 231 Adelaide Terrace PERTH WESTERN AUSTRALIA 6000 Phone: (08) 9225 6475 Fax: (08) 9225 6474 Website: www.ironmountainmining.com.au
Registered Office	Level 7 231 Adelaide Terrace PERTH WESTERN AUSTRALIA 6000
Auditors	BDO Kendalls Audit and Assurance (WA) Pty Ltd 128 Hay Street SUBIACO WESTERN AUSTRALIA 6008
Solicitors	Lawton Gillon Level 11 16 St Georges Terrace PERTH WESTERN AUSTRALIA 6000
Share Registry	Computershare Investor Services Pty Ltd Level 2 45 St Georges Terrace PERTH WESTERN AUSTRALIA 6000
ASX Code	IRM IRMO

Notice of General Meeting

NOTICE IS GIVEN THAT a General Meeting of the Company will be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on 26 August 2011 commencing at 10:00am WST.

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

1. PURCHASE OF SECURITIES IN SHORTFALL OFFER OF UNITED OROGEN LIMITED

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

"That for the purposes of Listing Rule 10.1 of the Listing Rules of the ASX and section 208 of the Corporations Act and for all other purposes, the Directors of the Company be authorised to purchase up to 20,000,000 (TWENTY MILLION) shares and 20,000,000 options exercisable at 20 cents each on or before 31 March 2016 in the shortfall offer of the rights issue of United Orogen Limited on the terms set out in the Explanatory Memorandum."

Voting Exclusion

For the purposes of ASX Listing Rule 10.1 in relation to Resolution 1, the Company will disregard any votes cast by any party who is a party to the transaction and any associate of such person. However, the Company need not disregard a vote if:

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

"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, 24 August 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) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;
• (b) a proxy need not be a member of the Company; and
• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and 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 12 July 2011

BY ORDER OF THE BOARD

Suraj Sanghani Company Secretary Iron Mountain Mining Limited

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting to be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on 26 August 2011 commencing at 10:00am WST.

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

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

Background

A company may not enter into a transaction with a related party without the prior approval of the shareholders of the Company. United Orogen Limited ("United Orogen") is a related party to the Company. David Zohar and Zhukov Pervan are directors of both United Orogen and the Company and they hold securities in both companies.

Table 1.1 Interests of David Zohar and associates, Zhukov Pervan and associates and United Orogen Limited in Iron Mountain Mining Limited

Name	Total No of shares held	% held	Total No of options held	% held
David Zohar and associates	31,825,657	23.5	12,428,335	17.2
Zhukov Pervan and associates	2,100,000	1.6	2,500,000	3.5
United Orogen Limited (David Zohar and associates hold a [28.6%] interest)	23,732,341	17.5	30,000,000	41.6
TOTAL ON ISSUE	135,586,881		72,186,250

Name	Total No of shares held	% held	Total No of options held	% held
David Zohar and associates	21,955,721	28.6	6,563,774	46.7
Zhukov Pervan and associates	412,500	0.5	137,500	1.0
Iron Mountain Mining Limited (David Zohar and associates hold a 23.5%	770,379	1.0	256,793	1.8
interest) TOTAL ON ISSUE	76,830,000		14,057,147

Table 1.2 Interests of David Zohar and associates, Zhukov Pervan and associates and Iron Mountain Mining Limited in United Orogen Limited

United Orogen beneficially holds 23,732,341 shares in the Company and therefore has a relevant interest of 17.5% in the Company. David Zohar and associates hold a 28.6% interest in United Orogen and therefore have a relevant interest in other securities held by United Orogen under s608(3).

The Company holds 770,379 shares in United Orogen and therefore has a relevant interest of 1.0% in United Orogen. David Zohar and associates have a 41.0% voting power in the Company and therefore have a relevant interest in the securities in United Orogen and in other securities under s608(3).

RESOLUTION 1 – PURCHASE OF SECURITIES IN SHORTFALL OFFER OF UNITED OROGEN LIMITED

Background to Resolution 1

United Orogen has made a non-renounceable offer of new fully paid ordinary shares in United Orogen on the basis that every two (2) shares held by shareholders of United Orogen gives those shareholders the right to subscribe for one (1) new share at an issue price of 3 cents per new share plus one (1) free attached option, exercisable at 20 cents on or before 31 March 2016. If any shareholders of United Orogen do not take up their rights to subscribe for new shares, there is a shortfall offer to any other non-shareholders who wish to subscribe for new shares on the same terms. The non-renounceable offer closed on 27 May 2011, leaving a shortfall of 20,329,279 shares and options. The shortfall offer opened on 28 May 2011 and remains open for 3 months.

The Directors of the Company have resolved to purchase securities in the shortfall offer of United Orogen up to an amount of 20,000,000 shares and 20,000,000 free attaching options to acquire a share in United Orogen for the consideration of up to \$600,000. The Directors of the Company have resolved that if 20,000,000 shares and options are not available to be purchased in the shortfall offer, then they will purchase the maximum amount available which is less then 20,000,000 shares.

The shares and options will be granted within 1 month of the meeting if shareholder approval is obtained.

The full terms and conditions of the United Orogen rights issue is set out in the Replacement Prospectus of United Orogen. A copy of the United Orogen Replacement Prospectus in its entirety appears as Annexure "A" to this memorandum.

David Zohar and Zhukov Pervan are directors of the Company and are also directors of United Orogen. For the purposes of Listing Rule 10.1, David Zohar and Zhukov Pervan are persons in a position of influence in both the Company and United Orogen. Pursuant to Listing Rule 10.1 a company is required to obtain shareholder approval prior to entering into a transaction with a person in a position of influence.

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

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

Regulatory Requirements

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 and Zhukov Pervan are directors of the Company and of United Orogen. David Zohar and associates have a 41.0% voting power in the Company and a 28.6% relevant interest in United Orogen. The Company currently holds a 1.0% relevant interest in United Orogen.

The Company currently holds 770,379 shares and 256,793 options in United Orogen. If Resolution 1 is passed, the Company will hold up to 20,770,379 shares and 20,256,793 options in United Orogen. This will increase the Company's shareholding in United Orogen from 1.0% to 21.5%. David Zohar and associates will also therefore increase their relevant interest in United Orogen because they have a 41.0% voting power in the Company. See Tables 1.3 and 1.4 below.

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 parties are United Orogen Limited, David Zohar and associates and Zhukov Pervan and associates.

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

The financial benefit being provided to United Orogen is up to \$600,000 in exchange for up to 20,000,000 shares and 20,000,000 options in United Orogen as part of the shortfall offer as set out in the Replacement Prospectus for United Orogen annexed to this memorandum as Annexure "A".

(c) What do the directors recommend?

In relation to Resolution 1:

• Simon England makes no recommendation because he has provided legal advice to the Company and United Orogen.
• Robert Sebek recommends that shareholders vote in favour of Resolution 1. Mr Sebek bases his recommendation on the information contained in the independent experts' report and in the United Orogen Replacement Prospectus. Further, Mr Sebek is of the view that the shortfall share offer is a good investment for the Company considering that United Orogen has worthwhile potential projects and is a major shareholder of the Company.
• David Zohar makes no recommendation as he has an interest in the outcome.
• Zhukov Pervan makes no recommendation as he has an interest in the outcome.
• (d) Do any directors have an interest in the outcome of the proposed resolution?

None of the directors have a personal interest in the outcome of the proposed resolutions, save for David Zohar and Zhukov Pervan in that they are directors and shareholders of United Orogen and the Company.

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

If the Company purchases 20,000,000 shares in United Orogen as a shortfall application as contemplated under Resolution 1, the percentage of shares on issue in United Orogen in which the Company would have a relevant interest would increase from 1.0% to 21.5% on the assumption that no further shares are issued by United Orogen.

Corporations Act – Part 6.1

Section 606 of the Corporations Act prohibits a person, from acquiring a "relevant interest" (defined in the Corporations Act as holding or controlling the vote attached to or the disposal of a security) in issued voting shares in a company where as a result of that acquisition that person's or some other person's voting power in the company increases from a level that is below 20% to above 20% or from a level above 20% to below 90%.

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

After resolution 1 is passed, the Company will hold a 21.5% relevant interest in United Orogen. This increases the Company's relevant interest from 1.0% to 21.5%. Because David Zohar and associates have a 41.0% voting power in the Company, this increased interest of 20.5% of the Company in United Orogen may increase David Zohar and associate's voting power in United Orogen from 28.6% to 44.2% as a result of the Company's 21.5% relevant interest through its shareholding in United Orogen.

If the Company exercises their 20,000,000 options from Resolution 1 before 31 March 2016 and assuming no other shares were issued in that time, the Company would hold 40,770,379 shares in United Orogen and 256,793 options and have a relevant interest of 34.9%.

Table 1.3 Interests of the Company, David Zohar and associates and Zhukov Pervan and associates in United Orogen Limited after Resolution 1 is passed

Name	Total No of shares held	% held	Total No of options held	% held
Iron Mountain Mining Limited	20,770,379	21.5	20,256,793	59.5
David Zohar and associates	21,955,721	22.7	6,563,774	19.3
Zhukov Pervan and associates	412,500	0.4	137,500	0.4
Total on issue	96,830,000		34,057,147

Table 1.4 Changes in the relevant interests of the Company, David Zohar and associates and Zhukov Pervan and associates in United Orogen Limited after Resolution 1 is passed

Name	% before Resolution 1 is passed	% after Resolution 1 is passed	% change
Iron Mountain Mining Limited	1.0	21.5	20.5
David Zohar and associates	28.6	22.7	-5.9
Zhukov Pervan and associates	0.5	0.4	-0.1

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 Iron Mountain Mining Limited (ACN 112 914 459).
"Corporations Act"	means the Corporations Act 2001 (Cth) and all regulations made pursuant to such legislation, as amended from time to time.
"Director"	means a director of the Company.
"United Orogen"	means United Orogen Limited (ACN 115 593 005).
"Listing Rules"	means Listing Rules of ASX, as amended or replaced from time to time, except to the extent of any waiver by ASX.
"Shareholder"	means a member of the Company, as defined in the constitution of the Company.
"Shares"	means ordinary fully paid shares in the capital of the Company.
"WST"	means Western Standard Time.

United Orogen Limited Replacement Prospectus

UNITED OROGEN LIMITED

ACN 115 593 005

REPLACEMENT PROSPECTUS

for

A pro rata non-renounceable entitlement issue of 1 New Share plus one free attached Option for each 2 Shares held at an issue price of 3 cents per New Share ("Rights Issue")

The Rights Issue closes at 5.00 pm WST on 27 May 2011.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Replacement Prospectus you have any questions about the securities being offered under this Replacement Prospectus or any other matter then you should consult your stockbroker, accountant or other professional adviser.

The Securities offered by this Replacement Prospectus should be considered as speculative.

1. CORPORATE DIRECTORY

Dr Zhukov Pervan, Chairman Noel Taylor, Managing Director David Alan Zohar, Executive Director John Karajas, Non-Executive Director

Company Secretary Auditor

Directors Share Registry *

Computershare Investor Services Pty Limited 2/45 St Georges Terrace PERTH WA 6000 T: +61 (0)8 9323 2000 F: +61 (0)8 9323 2033

Mark Killmier Rothsay Chartered Accountants 96 Parry Street PERTH WA 6000

Registered Office ASX Code:

Level 7, 231 Adelaide Terrace Perth WA 6000

T: +61 (0) 8 9225 4936 F: +61 (0) 8 9225 6474

E: @uog.com.au

W: .uog.com.au

* This entity has not been involved in the preparation of this Replacement Prospectus and has not consented to being named in this Replacement Prospectus. Their name is included for information purposes only.

	TABLE OF CONTENTS
1.	Corporate Directory	2
2.	Dates	3
3.	Important Notes	3
4.	Chairman's Letter	5
5.	Effect of the Rights Issue	6
6.	Rights Issue Details	8
7.	Rights Attaching to New Securities	13
8.	Additional Information	16
9.	Directors' Statement	27
10.	Definitions	28
11.	Shortfall Application Form	30

Ordinary shares UOG

2. DATES

The following key dates are indicative only:

Event	Date
Lodgement of Appendix 3B with ASX	28 March 2011
Lodgement of Prospectus with the ASIC and ASX	28 March 2011
Notice containing Appendix 3B information sent to Shareholders	29 March 2011
Ex date	31 March 2011
Record Date for Determining Entitlements	6 April 2011
Replacement Prospectus despatched to Shareholders	18 April 2011
Closing Date* 5.00 pm (WST)	27 May 2011
Securities quoted on a deferred settlement basis	30 May 2011
Despatch of holding statements	6 June 2011
Date of quotation of Securities issued under the Rights Issue*	7 June 2011

* The Directors may extend the Closing Date by giving at least 6 Business Days notice to ASX prior to the Closing Date. As such the date the Securities are expected to commence trading on ASX may vary.

3. IMPORTANT NOTES AND STATEMENTS

This Replacement Prospectus

Shareholders should read this document in its entirety and, if in doubt, should consult their professional advisors.

This Replacement Prospectus is dated 14 April 2011 and was lodged with ASIC on that date. ASIC takes no responsibility for the contents of this Replacement Prospectus.

No New Shares will be allotted or issued on the basis of this Replacement Prospectus later than 13 months after the date of issue of this Replacement Prospectus. New Shares allotted or issued pursuant to this Replacement Prospectus will be allotted or issued on the terms and conditions set out in this Replacement Prospectus.

Applicants should read the entire Replacement Prospectus and if in any doubt should seek professional advice from an accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest.

Certain terms and abbreviations used in this Replacement Prospectus have defined meanings, which are explained in Section 7 of this Replacement Prospectus

This Replacement Prospectus is an offer of continuously quoted securities of a corporation. This Replacement Prospectus contains all the information investors and their professional advisers would reasonably require to make an informed assessment of:

• (a) the effect of the offer on the company and the rights; and
• (b) liabilities attaching to the shares offered.

As a disclosing entity for the purposes of the Corporations Act, the Company is subject to regular reporting and disclosure obligations. Copies of documents lodged with ASIC in relation to the Company may be obtained from or inspected at an ASIC office.

The Company will make available to persons who request the following documents:

• (a) the annual financial report most recently lodged with ASIC by the Company;
• (b) any half year financial report lodged with ASIC by the Company after the lodgement of the annual financial report and before the lodgement of the copy of this Replacement Prospectus with ASIC; and
• (c) any continuous disclosure notices given by the Company after the lodgement of the annual financial report and before the lodgement of the copy of this Replacement Prospectus with ASIC.

OVERSEAS SHAREHOLDERS

The distribution of this Replacement Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Replacement Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the New Shares the subject of this Replacement Prospectus or otherwise permit a public offering of the New Shares the subject of this Replacement Prospectus in any jurisdiction outside Australia.

It is the responsibility of applicants outside Australia to obtain all necessary approvals for the allotment and issue of the New Shares pursuant to this Replacement Prospectus. The return of a completed Entitlement and Acceptance Form will be taken to constitute a representation and warranty by the Applicant that all relevant approvals have been obtained.

The Company will be applying for relief from the statutory requirement for a nominee to be appointed to handle the entitlements of foreign shareholders to whom offers cannot practicably be made. In the event that relief is not granted the Company will, subject to the approval of the ASIC, appoint a nominee for foreign holders of the Company's securities. The nominee's role is to subscribe for and be issued with the New Shares that would otherwise have been issued to foreign shareholders if the rights issue had been made available to them and they had accepted. The nominee will arrange for the sale of those New Shares and if they are sold arrange for the net proceeds to be sent to the foreign holders.

RISK FACTORS

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Securities pursuant to this Replacement Prospectus. For further information in relation to the risk factors of the Company please refer to Section 8 of this Replacement Prospectus.

ELECTRONIC PROSPECTUS

This Replacement Prospectus will be issued as an Electronic Replacement Prospectus in relation to the Shortfall. The Replacement Prospectus will be available on the Company's website at .uog.com.au. The offer of New Shares comprising the Shortfall pursuant to an Electronic Replacement Prospectus is only available to persons receiving an electronic version of this Replacement Prospectus within Australia. If you are a shareholder resident outside Australia, you may only apply for Shortfall by way of a hard copy of this Replacement Prospectus.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Replacement Prospectus or it accompanies the complete and unaltered version of this Replacement Prospectus. Any person may obtain a hard copy of this Replacement Prospectus free of charge by contacting the Company.

New Shares offered by this Replacement Prospectus are speculative

5. EFFECT OF THE RIGHTS ISSUE

5.1 Effect on Capital Structure

If the Rights Issue under this Replacement Prospectus is fully subscribed the capital structure of the Company will be as follows:

(a) Shares

	Number	Contributed Equity	\$
	64,772,853	Ordinary Shares on issue prior to Rights Issue (i)	6,699,752.00
	32,386,426	New Shares to be issued under this Replacement Prospectus (i)	971,592.80
		Less: Estimated costs of the Rights Issue	(37,475.97)
		97,159,279 Total contributed equity (i)	\$7,633,868.83
(b)	Options

Number Options on Issue

• nil quoted Options
• 32,386,426 New Options exercisable at 20 cents each expiring 31 March 2016 (i)

32,386,426 Total Options following Rights Issue

• (i) It is assumed that no existing Options are exercised and that no further Shares are issued by the Company on or before the Record Date.
• (ii) Shareholders who do not accept their Entitlement in full will, if all the New Shares are issued and all the free attached Options are exercised, have their percentage shareholding in the Company diluted by up to 50%.

5.2 Pro-Forma Statement of Financial Position

If no existing Options are exercised prior to the Record Date and full subscription is reached, the Rights Issue will have an effect on the Company's financial position by increasing Shareholders' funds and net assets by approximately \$971,592.80 (less expenses).

The interim Statement of Financial Position of the Company as at 31 December 2010 and an unaudited Pro-Forma Statement of Financial Position at that date based on the completion of the Rights Issue are set out below.

	Audit Reviewed Statement of Financial Position as at 31 December 2010	Pro-forma Statement of Financial Position as at 31 December 2010 \$
CURRENT ASSETS	\$
Cash	224,418	1,158,534
Receivables	24,769	24,769
Total Current Assets	249,187	1,183,303
NON-CURRENT ASSETS
Available for sale financial assets	836,068	836,068
Property, plant and equipment	1,413,542	1,413,542
Total Non-Current Assets	2,249,610	2,249,610
TOTAL ASSETS	2,498,797	3,432,913
CURRENT LIABILITIES
Trade and Other Payables	74,166	74,166
Provisions	9,944	9,944
Total Current Liabilities	84,110	84,110
Total Liabilities	84,110	84,110
NET ASSETS	2,414,687	3,348,803
EQUITY
Contributed equity	6,699,752	7,633,868
Reserves	912,573	912,573
Accumulated losses	(5,197,638)	(5,197,638)
TOTAL EQUITY	2,414,687	3,348,803

The above Pro forma Statement of Financial Position has been prepared on the basis of the following:

• (1) no existing Options are exercised prior to the Record Date, and the Company does not issue any Shares from the date of this Replacement Prospectus to the Record Date;
• (2) the Rights Issue is fully subscribed;
• (3) expenses of the Rights Issue are estimated at \$37,475.97 (which are written off against the Contributed Equity account); and
• (4) no commissions have been included in the expenses of the Rights Issue however if there is a Shortfall and that Shortfall is placed through brokers or holders of Australian Financial Services Licences commissions may be paid by the Company. If there is no Shortfall, no commission will be payable.

6. RIGHTS ISSUE DETAILS

6.1 The Rights Issue

The Company is making a non-renounceable offer of New Shares on the basis that for every two (2) Shares held by Shareholders at the Record Date, Shareholders will have the right (but not the obligation) to subscribe for one (1) New Share at an issue price of 3 cents per New Share plus one (1) free attached Option (the "Rights Issue").

The Rights Issue is non-renounceable and Shareholders may not sell or transfer all or any part of their Entitlement to this Rights Issue on ASX or otherwise.

As at the date of this Replacement Prospectus, the Company currently has 64,772,853 Shares on issue and nil existing Options on issue. Holders of existing Options will not be entitled to participate in the Rights Issue however they may exercise their existing Options prior to the Record Date if they wish to participate in the Rights Issue. Assuming none of these existing Options are exercised prior to the Record Date, the number of New Shares offered under this Replacement Prospectus will be 32,386,426.

Shareholders may accept their Entitlement in whole or in part, or may decide not to accept their Entitlement at all. Shareholders who do not accept their Entitlement in full will, as a result of the Rights Issue, have their percentage shareholding in the Company diluted.

Shareholders wishing to take up all or part of their Entitlement under the Rights Issue can only do so by completing the personalised Entitlement and Acceptance Form which accompanies this Replacement Prospectus.

It is important that Shareholders consider the Rights Issue carefully. If Shareholders are in doubt as to the course of action they should follow, they should consult their professional adviser.

6.2 Rights Issue Price

The issue price of the New Shares is 3 cents each, payable in full upon acceptance. The New Shares will be issued as fully paid ordinary Shares. The free attaching Options will be granted for nil consideration.

6.3 Purpose of the Issue

Assuming no existing Options are exercised prior to the Record Date and full subscription is reached, the issue of New Options under this Replacement Prospectus will raise approximately \$971,592.80 before expenses.

The funds raised by the Rights Issue will be used to progress the Company's development of the following projects:

• Victoria Desert Project

\$250,000.00

In the southern part of the project, closer spaced infill surface sampling of previous gold and base metal anomalies delineated from previous sampling on an 800 m by 100 m grid with the aim of identifying drill targets in the vicinity of those previous anomalies.

In the northern part of the project two untested gold targets associated with north west trending structures identified from previous aeromagnetic surveys.

• Horseshoe Project

• Redmond Project

Sampling programme targeting north west striking structurally controlled gold mineralisation in order to identify targets for a future drilling programme.

	Sourcing historical maps and records and detailed open file research to determine the exact location of the previously reported Blue Gum gold prospect and then, using modern day exploration techniques including drill testing, determining the gold and base metal potential of the project.
•	Gunnado Project		\$100,000.00
	Detailed open file research of all data and 2 previous completed diamond drill cores with a view to utilising that data and cores for possible down hole geophysical work with the aim of detecting any deep conductors and possible gold and base metals mineralisation.
and	also for:
•	working capital purposes; and		\$314,116.83
•	to meet the costs of the Rights Issue.		\$37,475.97
		TOTAL	\$971,592.80

These figures are based on the Company receiving the full amount of \$971,592.80. If a lesser amount is received, the above figures will be adjusted.

6.4 Entitlements and Acceptance

A personalised Entitlement and Acceptance Form accompanies this Replacement Prospectus. Shareholders who wish to accept all or part of their Entitlement must complete and lodge their Entitlement and Acceptance Form together with the appropriate acceptance monies in accordance with the instructions set out on that form.

If you decide not to accept your Entitlement, you need not do anything. However, your percentage shareholding in the Company will be diluted. If you decide not to accept all or part of your Entitlement, the New Shares not accepted by you will form part of the Shortfall Offer and your Entitlement to subscribe for New Shares under the Rights Issue will be dealt with in accordance with Section 6.5 of this Replacement Prospectus.

The number of New Shares accepted on the personalised Entitlement and Acceptance Form must not exceed the entitlement shown on the Entitlement and Acceptance Form. If the Entitlement and Acceptance Form is not completed correctly or if the accompanying payment is for the wrong amount, it may be still accepted by the Company. The Company's decision as to whether to accept the application and how to construe, amend or complete it shall be final, but no Applicant will be treated as having offered to purchase more New Shares than is indicated by the amount of the cheque for the application monies and any surplus application monies will be returned, without interest.

Completed Entitlement and Acceptance Forms together with the appropriate application monies must reach the Company's share registry at the following address on or before the Closing Date:

\$120,000.00

9

Computershare Investor Services Pty Limited Locked Bag 2508 PERTH WA 6001

Any Entitlement not accepted will form part of the Shortfall Offer to be dealt with in accordance with Section 6.5 of this Replacement Prospectus.

Payment must be made to United Orogen Limited by cheque crossed "not negotiable" and must be in Australian dollars.

6.5 Shortfall Offer

Any Entitlement not taken up pursuant to the Rights Issue will form the Shortfall Offer. The Directors reserve the right to issue Shortfall Shares and Options at their absolute discretion. Shareholders who wish to subscribe for Shortfall Shares and Options are invited to complete the field on their Entitlement and Acceptance Form accompanying this Replacement Prospectus and return it to the Company together with a separate cheque for the value of the Shortfall Shares. Non-Shareholders who wish to subscribe for Shortfall Shares and Options are invited to complete a Shortfall Application Form accompanying this Replacement Prospectus and return it to the Company together with a cheque for the value of the Shortfall Shares.

The Directors reserve the right to allot to an Applicant a lesser number of Shortfall Shares and Options than the number for which the Applicant applies for on their Shortfall Application Form, or to reject an application, or to not proceed with placing the Shortfall.

The Shortfall Offer is a separate offer made pursuant to this Replacement Prospectus and will remain open for up to three (3) months following the Closing Date. The issue price for each Shortfall Shares shall be 3 cents, being the price at which New Shares have been offered under the Rights Issue. Any Shortfall Shares and Options placed through holders of Australian Financial Services Licences may be paid a fee for doing so.

6.6 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing share certificates. The Company is a participant in CHESS for those investors who have a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation. Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Securities allotted to them under this Replacement Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

6.7 ASX Listing

Application for official quotation by ASX of the New Shares offered by this Replacement Prospectus has been made. If the New Shares are not admitted to quotation on ASX before the expiration of 3 months after the date of this Replacement Prospectus, the Company will not issue any New Shares and will repay all acceptance and application monies for the New Shares as soon as practicable, without interest.

The fact that ASX may admit the New Shares offered by this Replacement Prospectus to quotation is not to be taken in any way as an indication of the merits of the Company or the New Shares and Options.

6.8 Opening and Closing Dates

The Rights Issue will open for acceptances of Entitlements on 18 April 2011. The Closing Date for acceptances will be 27 May 2011. The Directors reserve the right to vary the Opening Date and Closing Date, subject to compliance with ASX Listing Rules.

6.9 Participation

All Shareholders at the Record Date are entitled to participate in the Rights Issue on the basis of one (1) New Share plus one free attached Option for every two (2) Shares held on the Record Date. Any holders of Shares issued and allotted as a result of existing Options being exercised prior to the Record Date will also be able to participate in the Rights Issue.

6.10 Allotment

New Shares will be allotted within 6 Business Days after the Closing Date.

In accordance with the Corporations Act, all application monies shall, before allotment and issue of New Shares and Options pursuant to this Replacement Prospectus, be held by the Company in trust in a bank account established solely for that purpose. Any interest earned on the acceptance money will be for the benefit of the Company and will be retained by it irrespective of whether allotment of the New Shares takes place.

6.11 Overseas Eligible Shareholders

No offer of New Shares will be made to Shareholders resident outside Australia and New Zealand.

The Company will be applying for relief from the statutory requirement for a nominee to be appointed to handle the entitlements of foreign shareholders to whom offers cannot practicably be made.

In the event that relief is not granted the Company will, subject to the approval of the ASIC, appoint a nominee for foreign holders of the Company's securities. The nominee's role is to subscribe for and be issued with the New Shares that would otherwise have been issued to foreign shareholders if the rights issue had been made available to them and they had accepted. The nominee will arrange for the sale of those New Shares and if they are sold arrange for the net proceeds to be sent to the foreign holders.

New Shares to which any Shareholders who are not resident in Australia or New Zealand would otherwise be entitled will form part of the Shortfall.

This Replacement Prospectus and accompanying Entitlement and Acceptance Form do not, nor are they intended to constitute an offer in any place in which, or to any person to whom it would not be lawful to make such an offer.

6.12 Enquiries

Enquiries concerning the Entitlement and Acceptance Form should be directed to Computershare Investor Services Pty Limited by telephone on 1300 557 010 (within Australia) or +61 (0)8 9323 2000 or facsimile on +61 (0)8 9323 2033.

Enquiries relating to this Replacement Prospectus should be directed to the Company by telephone on (08) 9225 4936 or facsimile on (08) 9225 6474 or e-mail on @uog.com.au.

6.13 Privacy Statement

If you apply for New Shares you will be asked to provide personal information to the Company (and the Company's share registry on its behalf) which collects, holds and uses that personal information in order to assess your application, service your needs as an investor, provide facilities and services that you request and carry out appropriate administration.

Under the Privacy Act 1988 (as amended), you may request access to your personal information held by (or on behalf of) the Company. You can do this by contacting the Company's share registry, details of which are set out in Section 1.

6.14 Underwriting

The Rights Issue is not underwritten and there is no minimum subscription.

6.15 Costs of issue

The estimated costs of the issue are:

TOTAL	\$37,475.97
Printing and postage	\$10,000.00
Legal	\$20,000.00
ASX fees	\$4,378.97
ASIC fees	\$3,097.00

No commissions have been included in the expenses of the Rights Issue however if there is a Shortfall and that Shortfall is placed through brokers or holders of Australian Financial Services Licences commissions may be paid by the Company. If there is no Shortfall, no commission will be payable.

7. RIGHTS ATTACHING TO SHARES

7.1 Rights and Liabilities Attaching to the New Shares

The New Shares to be issued pursuant to this Replacement Prospectus will rank pari passu in all respects with the Company's existing Shares.

The rights, privileges and restrictions attaching to Shares are set out in the Constitution of the Company. These rights include (but are not limited to) the following:

Voting Rights: Subject to any rights or restrictions for the time being attached to any class or classes of shares (at present there are none) and provided no amount due and payable in respect of a call is unpaid, at a general meeting of the Company every holder of ordinary shares present in person or by proxy, attorney, or representative has on a show of hands one vote and on a poll one vote per share (provided that partly paid shares confer a fraction of a vote equal to the proportion that the amount paid bears to the total issue price of those shares).

Dividend Rights: Subject to the Constitution and to the rights attaching to shares issued on special conditions (at present there are none), the profits of the Company which the Directors may from time to time determine to distribute by way of dividend are divisible among the holders of ordinary shares in proportion to the number of shares held by them respectively and are paid irrespective of the amount paid or credited as paid on those shares.

Rights on Winding-up: Subject to the Constitution, the Corporations Act and the rights of holders of shares with special rights in a winding-up (at present there are none), on a winding-up of the Company all monies and property that are to be legally distributed among Shareholders on a winding-up will be distributed in proportion to the shares held by them respectively, irrespective of the amount paid up or credited as paid up on the shares. However, where a member is in arrears in payment of any call on shares but whose shares (of whatever class) have not been actually forfeited, that member is not entitled to share in that distribution until the owing amount in respect of the call has been fully paid and satisfied.

Transfer of Shares: Except as provided by law, the ASX Listing Rules, the SCH Business Rules and the Constitution, the Company's shares are freely transferable.

Issue of Further Shares: The allotment and issue of any new shares is under the control of the Directors and, subject to any restrictions on the allotment of shares imposed by the Company's Constitution, the ASX Listing Rules or the Corporations Act, the Directors may issue those new shares on such terms and conditions, and with such rights and at such times, as they may determine.

Variation of Rights: At present the Company has only ordinary shares on issue. If shares of another class are issued, the rights and privileges attaching to the ordinary shares can only be altered with the sanction of a special resolution passed at a separate general meeting of the holders of the ordinary shares or, failing that with the written consent of the holders of at least three-quarters in nominal value of the ordinary shares.

General Meetings: Each Shareholder is entitled to receive notice of, and to attend and (subject to the Constitution) vote at, general meetings of the Company.

A copy of the Company's Constitution is available for inspection by prospective investors at the Company's registered office.

TERMS AND CONDITIONS OF OPTIONS EXPIRING 31 MARCH 2016

(AMOUNT PAYABLE: 20 CENTS)

1. Entitlement

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

2. Option Period

Each Option will expire at 5.00pm WST on 31 March 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.

1. Voting

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

1. 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.

• 1. Method of Exercise of an Option
• a. 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.
• b. The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount of 20 cents (\$0.20) per Share.

• c. Subject to Clause 7 hereof, the exercise of less than all of an Option Holders Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holders entitlement under the Option Holders remaining Options.

• 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.

• e. If the Company is listed on the ASX, the Company will within seven (7) days from the date of issue and allotment of 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.
• f. The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

7. Reconstruction

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

1. 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 6 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.

1. 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.

8. ADDITIONAL INFORMATION

8.1 Risk Factors

An investment in the Company is not risk free and prospective new investors should consider the risk factors described below, together with information contained elsewhere in this Replacement Prospectus, before deciding whether to apply for Securities.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

Exploration Risk

The mineral tenements of the Company are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of the project areas, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

Operating Risks

The operations of the Company may be affected by various factors, including:

• failure to locate or identify mineral deposits;
• failure to achieve predicted grades in exploration and mining;
• operational and technical difficulties encountered in mining;
• difficulties in commissioning and operating plant and equipment;
• mechanical failure or plant breakdown;
• unanticipated metallurgical problems which may affect extraction costs;
• adverse weather conditions and acts of God;
• industrial and environmental accidents;
• industrial disputes; and
• unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

Resource Estimates

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company's operations.

Commodity Price Volatility and Exchange Rate Risks

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious, base and other metals, technological advancements, forward selling activities and other economic factors.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

Environmental Risks

The operations and proposed activities of the Company are subject to State and Federal laws and regulation concerning the environment. As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

Title Risks and Native Title

Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

It is also possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected. The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

Share Market Conditions

The market price of the Securities and the value of the Company will be subject to fluctuations in line with the volatility of the share market in general. The prices for the Securities on the ASX may rise or fall due to numerous factors such as general economic conditions, variations in the global and local markets for listed securities generally, movements in, or outlook on, interest rates and inflation rates, currency fluctuations, commodity prices, changes in investor sentiment towards particular market sectors and the demand for, and supply of, capital stock, securities or commodities.

The prices for shares for many companies have in recent times been subject to wild fluctuations which in many cases may reflect a diverse range of non-company specific influences such as global hostilities and tensions, acts of terrorism and the general state of the economy. Such market fluctuations may materially adversely affect the market price of the Securities.

There can be no guarantee that an active market in the Securities will develop or that the price of the Securities will increase. The number of buyers and sellers of the Securities on the ASX at any time may increase the volatility of the market price of the Securities and may also affect the prevailing market price at which Applicants are able to sell their Securities.

General Investment Risks

The Company's future possible revenue and operations may be affected by a number of factors which are beyond the control of the Company. Those factors include:

• local and world economic conditions;
• interest rates;
• levels of tax, taxation law and accounting practice;
• government legislation or intervention;
• inflation or inflationary expectations; and
• natural disasters, social upheaval or war in Australia or overseas.

New Resources Tax

The Commonwealth Government has announced a proposal to introduce legislation to establish a Minerals Resources Rent tax. It was announced that the proposed new tax will become operational from 1 July 2012 and apply to the mining of iron ore and coal.

Full details of the new tax have not been confirmed and in those circumstances the Company is not in a position to assess the impact, if any, of such tax on the Company going forward.

Regulatory

The introduction of new policies, legislation or amendments to existing policies or legislation by governments or the interpretation of those laws in any of the legal jurisdictions which govern the Company's operations or contractual obligations could impact adversely on the assets, operations and ultimately the financial performance of the Company and its Securities.

Additional Funding Requirements

The Directors expect that the proceeds of the Offer will provide sufficient working capital to enable the Company to achieve its initial business objectives. The Directors can, however, give no assurances that such objectives will in fact be met without future borrowings or further capital raisings and, if such borrowings or capital raisings are required, that they can be obtained on terms favourable to the Company.

In addition, expenditure may need to be incurred which has not been taken into account in the preparation of this Replacement Prospectus. Although the Company is not aware of any additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Company.

Uninsured Risks

Exploration for and development of minerals involves risks which could result in the Company incurring losses and liabilities to third parties. There is a risk that the Company may not be insured against all losses or liabilities which could arise from its operations. If the Company incurs losses or liabilities which are not covered by its insurance policies, the funds available for exploration and development will be reduced and the value and/or tenure of the Company's assets may be materially affected.

Specific Risks associated with the Company

There are also a number of specific risks associated with the Company which may adversely affect the Company's financial position, prospects and price of its Securities. In particular, the Company is subject to risks relating to the exploration and development of mineral properties which are not generally associated with other businesses.

Set out below are specific risks that may adversely affect the Company:

• the Company cannot guarantee that those tenements that are applications for tenements will ultimately be granted in whole or in part pursuant to the Mining Act;
• the Western Australian Department of Mines and Petroleum ("Department") from time to time reviews the environmental bonds that are placed on tenements. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company;
• the estimated exploration costs of the Company described in section 6.3 of this Replacement Prospectus are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice and this may materially and adversely affect the Company's viability;
• the approval processes for uranium mining are more rigorous than for the mining of other metals, as both Commonwealth and State Government legislation needs to be satisfied. There is a risk that, should economic deposits of uranium be discovered, the necessary government approvals may not be granted, or may be significantly delayed.

8.2 Interests of Directors

Other than as set out below or elsewhere in this Replacement Prospectus, no Director (whether individually or in consequence of a Director's association with any company or firm or in any material contract entered into by the Company) has or had within 2 years before the lodgement of this Replacement Prospectus with the ASIC, any interest in:

• the promotion or formation of the Company; or
• any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Rights Issue; or
• the Rights Issue.

Other than as set out below or elsewhere in this Replacement Prospectus, no amounts of any kind (whether in cash, Shares, Options or otherwise) have been paid or agreed to be paid to any Director or to any company or firm with which a Director is associated, and no benefits have been given or agreed to be given to any Director or to any company or firm with which a Director is associated to induce him to become, or to qualify as, a Director or otherwise for services rendered by him or his company or firm with which the Director is associated in connection with the formation or promotion of the Company or the Rights Issue.

Directors' Remuneration

The existing Board of Directors consists of a Managing Director, 2 non-executive Directors and an executive Director. Shareholders have approved the Company paying Directors' fees of up to a maximum of \$100,000.00 per annum to be divided between Directors as they see fit, until such time as any different amount is approved by Shareholders. The current policy is to pay non-executive Directors \$45,000.00 per annum.

In the 2 years to the date of this Replacement Prospectus, Dr Zhukov Pervan was paid Directors' fees totalling \$75,000.00 including superannuation.

In the 2 years to the date of this Replacement Prospectus, John Karajas was paid Directors' fees totalling \$75,000.00 including superannuation.

The Directors are entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or in connection with the performance of their duties as Directors. Subject to the Corporations Act and ASX Listing Rules, if a Director is called upon to perform extra duties or make special exertions on behalf of the Company, the Directors may remunerate that Director which may either be in addition to or in substitution for his usual Director's fees.

Directors' Interests in Securities

At the date of this Replacement Prospectus the relevant interest of each of the Directors in the securities of the Company are as follows:

Director	Ordinary Shares (direct)	Ordinary Shares (indirect)	Quoted Options	Entitlement to New Shares under this Replacement Prospectus	Entitlement to New Options under this Replacement Prospectus
David Zohar	5,127,545	10,264,402	nil	7,695,973	7,695,973
Zhukov Pervan	225,000	50,000	nil	137,500	137,500
Noel Taylor	nil	nil	nil	nil	nil
John Karajas	5,525,000	nil	nil	2,762,500	2,762,500

The Directors' holdings of Options are as follows:

Director	Number of Options	Exercise Price	Expiry date
David Zohar	nil
Zhukov Pervan	nil
Noel Taylor	nil
John Karajas	nil

Proposed transaction with Iron Mountain Mining Limited:

The Company has entered into 2 transactions with Iron Mountain Mining Limited ("Iron Mountain "). Iron Mountain is a related party of the Company. David Zohar and Zhukov Pervan are directors of both Iron Mountain and the Company.

As the Company and Iron Mountain are related parties the transactions are subject to the approval of the shareholders of Iron Mountain and the Company. The Company has prepared a notice of meeting and explanatory memorandum in relation to the transactions ("Notice of Meeting") and proposes to send Shareholders a copy of the Notice of Meeting at the same time as this Replacement Prospectus. The Notice of Meeting contains important information and the Directors recommend that Shareholders and investors review the Notice of Meeting. For the avoidance of doubt the Notice of Meeting is being incorporated by reference under section 712 of the Corporations Act.

In summary the Notice of Meeting contains the following resolutions:

1. Sale of 113 Mackie Street, Victoria Park to Iron Mountain

The consideration to be provided by Iron Mountain to the Company is:

• (a) \$85,000.00;
• (b) 10 million fully paid ordinary shares in Iron Mountain; and
• (c) 15 million options in Iron Mountain exercisable at 20 cents each on or before 1 May 2016.
• 1. Sale of tenements to Iron Mountain

The Company proposes to sell its interests in Exploration Licences E25329, E25894, E25346 to Iron Mountain. The consideration to be provided by Iron Mountain to the Company is:

• (a) 3.5 million shares fully paid ordinary shares in Iron Mountain; and
• (b) 15 million options in Iron Mountain exercisable at 20 cents each on or before 1 May 2016.
• 1. Grant of Options to Noel Taylor

It is proposed that the Company grant Noel Taylor, the Company's Managing Director, 2 million options in the Company exercisable at 20 cents each on or before 1 May 2016.

The proposed transactions could have an significant effect on the voting power of David Zohar and associates in Iron Mountain.

As set out in more detail in the Notice of Meeting, if resolutions 1 and 2 above are passed the Company's relevant interest in Iron Mountain will increase from 8.49% to 17.5%. David Zohar and associates would also hold a 22.9% relevant interest in Iron Mountain. In these circumstances David Zohar and associates could potentially have a voting power of 40.4% in Iron Mountain. This is based on David Zohar and associates having voting power in the Company from their 23.8% relevant interest. In addition, if the Company were to exercise the options it will be issued if resolutions 1 and 2 above are passed, David Zohar and associates could potentially have a voting power of 51.2% in Iron Mountain. David Zohar and associates also hold options in Iron Mountain. If these options are exercised in the future David Zohar and associates could obtain a further relevant interest in Iron Mountain taking their voting power to 54.6%.

Shareholders and investors should refer to the Notice of Meeting for further details of the proposed transaction and David Zohar and associates' voting power in Iron Mountain.

The Company will provide a copy of the Notice of Meeting, free of charge, to any shareholder or investor who so requests a copy during the application period under this Replacement Prospectus. All requests for a copy of the Notice of Meeting should be addressed to the Company Secretary, United Orogen Limited, Level 7, 231 Adelaide Terrace, Perth, Western Australia or facsimile (08) 9225 6474.

In addition if no shareholder other than David Zohar and associates (including Iron Mountain) take up their entitlement to New Shares and Options under this Replacement Prospectus and David Zohar and associates (including Iron Mountain) exercises all of their Options David Zohar and associates (including Iron Mountain) relevant interest in the Company could increase from 24.59% to 39.18% (see table below). David Zohar and associates have voting power in Iron Mountain from their 25.5% relevant interest in Iron Mountain.

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

Executive Services

William Bannister resigned on 17 December 2010. William Bannister had an executive services agreement with the Company at the rate of \$150,000.00 per annum plus superannuation.

Noel Taylor was appointed Managing Director on 17 December 2010. Noel Taylor has an executive services agreement with the Company at the rate of \$150,000.00 per annum plus superannuation.

David Zohar has an executive services agreement with the Company at the rate of \$90,000 per annum plus superannuation.

The Company employs Mark Killmier as Chief Financial Officer. Mark Killmier is employed and remunerated by Iron Mountain Mining Ltd. Iron Mountain Mining Ltd charges for the time spent by Mark Killmier on the Company's affairs. In the 2 years to the date of this Replacement Prospectus Iron Mountain Mining Ltd has received fees of \$35,220.64 for the time spent by Mark Killmier on the Company's affairs.

8.3 Interests of Experts

Other than as set out elsewhere in this Replacement Prospectus, no expert, promoter or any other person named in this Replacement Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Replacement Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the 2 year period ending on the date of this Replacement Prospectus, any interest in:

• the formation or promotion of the Company;
• any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Rights Issue; or
• the Rights Issue,

and no amounts of any kind (whether in cash, Shares, Options or otherwise) have been paid or agreed to be paid and no benefits given or agreed to be given to any expert, promoter or any other person named in this Replacement Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Replacement Prospectus, or to any firm in which any of those persons is or was a partner or to any company in which any of those persons is or was associated with, for services rendered by them in connection with the promotion or formation of the Company or the Rights Issue.

Rothsay Chartered Accountants are the auditors to the Company. They have provided audit services to the Company during the last two years totalling approximately \$9,900.00 (inclusive of GST).

8.4 ASX Listing, Continuous Disclosure and Documents Available for Inspection

As a "disclosing entity", the Company has issued this Replacement Prospectus in accordance with section 713 of the Corporations Act applicable to prospectuses for an offer of securities which are quoted enhanced disclosure ("ED") securities and options to acquire quoted ED securities, and the securities are in a class of securities that were quoted ED securities at all times in the 12 months before the issue of this Replacement Prospectus.

As a "disclosing entity" the Company is subject to regular reporting and disclosure obligations which require it to disclose to ASX any information of which it is, or becomes aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company. Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the provisions of the ASX Listing Rules as in force from time to time which apply to disclosing entities, and which require the Company to notify ASIC of information available to the stock market conducted by ASX, throughout the 12 months before the issue of this Replacement Prospectus.

The ASX maintains files containing publicly disclosed information about all listed companies. The Company's file is available for inspection at ASX in Perth during normal working hours. In addition, copies of documents lodged by, or in relation to, the Company with ASIC may be obtained from, or inspected at, any regional office of ASIC.

The New Shares to be issued under this Replacement Prospectus are in respect of a class of shares that were continuously quoted securities at all times in the 12 months before the issue of this Replacement Prospectus.

The Company will provide a copy of each of the following documents, free of charge, to any investor who so requests during the application period under this Replacement Prospectus:

• (a) the Financial Year Report for United Orogen Limited for the period ended 30 June 2010;
• (b) the Interim Financial Statements for the Half-Year Financial Report for United Orogen Limited for the period ended 31 December 2010; and

(c) the following documents used to notify ASX of information relating to United Orogen Limited during the period after lodgement of the financial statements contained in the Financial Year Report for United Orogen Limited for the period ended 30 June 2010 and before the issue of this Replacement Prospectus:

Date	Contents
30/03/2011	Initial Substantial Shareholder notice
29/03/2011	Initial substantial Shareholder notice
29/03/2011	United Orogen Rights Issue Letter to non Aust and NZ holders
29/03/2011	United Orogen Ltd Rights Issue Letter to Shareholders
28/03/2011	UOG Rights Issue and Prospectus
28/03/2011	Rights Issue
11/03/2011	Project Update
31/01/2011	Quarterly Activities and Cashflow Report
31/12/2010	United Orogen Ltd Trading Policy
17/12/2010	Response to ASX Query
17/12/2010	Final Director`s Interest Notice Appendix 3Z
17/12/2010	Initial Director`s Interest Notice Appendix 3X
17/12/2010	Managing Director Retirement and new appointment
06/12/2010	MTH: Huckitta Update 2010
01/12/2010	Results of Meeting
30/11/2010	Exploration Update
29/10/2010	United Orogen Quarterly Activities and Cashflow Report
26/10/2010	Notice of 2010 Annual General Meeting
26/10/2010	United Orogen 2010 Annual Report

This Replacement Prospectus has been prepared under the special prospectus content rules for continuously quoted securities in section 713 of the Corporations Act and as such contains details specific to the Rights Issue. If Shareholders, or investors, require any further information in relation to the Company, the Directors recommend that they take advantage of the ability to inspect and obtain copies of the documents referred to above. All requests for copies of the above documents should be addressed to the Company Secretary, United Orogen Limited, Level 7, 231 Adelaide Terrace, Perth, Western Australia or facsimile (08) 9225 6474.

8.5 Share Trading History

The highest, lowest and last closing market sale prices of the Company's Shares on ASX during the three months immediately preceding the date of lodgement of this Replacement Prospectus with the ASIC and the respective dates of those sales were:

	Price	Date
Highest	5 cents	2 February 2011
Lowest	2.3 cents	21 March 2011
Last	4.0 cents	13 April 2011

8.6 Expenses of the Rights Issue

The expenses of the Rights Issue are estimated to be \$37,475.97. These expenses are payable by the Company.

8.7 Litigation

The Company is not currently involved in any litigation at the date of this Replacement Prospectus.

8.8 Consents

Each of the parties referred to in this Section:

• does not make, or purport to make, any statement in this Replacement Prospectus or on which a statement made in the Replacement Prospectus is based, other than as specified in this Section; and
• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Replacement Prospectus other than a reference to its name and a statement included in this Replacement Prospectus with the consent of that party as specified in this Section.

Rothsay Chartered Accountants consents to being named in this Replacement Prospectus as the auditors of the Company and to the reference in this Replacement Prospectus to the Interim Financial Statements for the Half-Year Financial Report for the Company for the period ended 31 December 2010 in the form and context in which the Interim Financial Statement is included, and has not withdrawn such consent before lodgement of this Replacement Prospectus with the ASIC.

There are a number of persons referred to elsewhere in this Replacement Prospectus who are not experts and who have not made statements included in this Replacement Prospectus nor are there any statements made in this Replacement Prospectus on the basis of any statements made by those persons. These persons did not consent to being named in the Replacement Prospectus and did not authorise or cause the issue of this Replacement Prospectus.

8.9 Electronic Replacement Prospectus

Pursuant to Class Order 00/44 the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an Electronic Replacement Prospectus on the basis of a paper Replacement Prospectus lodged with the ASIC and the issue of Shares and Options in response to an electronic application form, subject to compliance with certain provisions. The Company is relying on this exemption in relation to the offer of Shortfall.

The Replacement Prospectus will be available as an Electronic Replacement Prospectus on the Company's website at .uog.com.au .

The offer pursuant to an Electronic Replacement Prospectus is only available for applications for the Shortfall and to persons receiving an electronic version of this Replacement Prospectus within Australia.

If you have received this Replacement Prospectus as an Electronic Replacement Prospectus please ensure that you have received the entire Replacement Prospectus accompanied by the Shortfall Application Form. If you have not, please e-mail the Company at @uog.com.au and the Company will send to you, without charge, either a hard copy or a further electronic copy of the Replacement Prospectus or both.

The Company reserves the right not to accept a Shortfall Application Form from a person if it has reason to believe that when that person was given access to the electronic Shortfall Application Form, it was not provided together with the Electronic Replacement Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. In such case, the application monies received will be dealt with in accordance with section 722 of the Corporations Act.

10. DEFINITIONS

\$	Australian dollars. All amounts in this Replacement Prospectus are in Australian currency unless otherwise stated.
Applicant( s)	The person(s) who submit valid Entitlement & Acceptance Forms pursuant to this Replacement Prospectus.
Application	A valid application made to subscribe for a specified number of Shares pursuant to this Replacement Prospectus.
ASIC	Australian Securities and Investments Commission.
ASTC Settlement Rules	means the settlement rules of the securities clearing house which operates CHESS.
ASX	ASX Limited (ACN 006 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.
ASX Listing Rules	the official listing rules of ASX.
Board	the board of Directors.
Business Day	every day other than a Saturday, Sunday, New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.
CHESS	the Clearing House Electronic Subregister System.
Closing Date	the last date for receipt of completed Entitlement and Acceptance Forms, being 5.00 pm WST 27 May 2011, or such other date as the Directors may determine.
Company or United Orogen	United Orogen Limited (ACN 115 593 005)
Corporations Act	Corporations Act 2001 (Cth).
Directors	the directors of the Company.
Electronic Replacement Prospectus	the electronic version of the Replacement Prospectus.
Entitlement	the right of a Shareholder to subscribe for New Shares (and free attaching New Options) in the Rights Issue.
Entitlement and Acceptance Form	the personalised entitlement and acceptance form accompanying every paper copy of this Replacement Prospectus sent to Shareholders.
Listing Rules	the official Listing Rules of ASX.
New Shares	a fully paid ordinary share in the Company.
Offer	The Rights Issue pursuant to this Replacement Prospectus to subscribe for New Shares.
Official List	The Official List of ASX.
Opening Date	the first date for receipt of completed Entitlement and Acceptance Forms, being 18 April 2011.
Option	an option to acquire a Share.
Replacement Prospectus	This Replacement Prospectus dated 14 April 2011 and includes the Electronic Replacement Prospectus.
Record Date	5.00 pm WST 6 April 2011.
Rights Issue	The pro rata non-renounceable entitlement issue pursuant to this Replacement Prospectus of up to 32,386,426 New Shares on the basis of one New Share plus 1 free attached option exercisable at 20 cents for every 2 shares held on the Record Date at an issue price of 3 cents per New Share to raise up to approximately \$971,592.80 before expenses.

Section	a section of this Replacement Prospectus.
Securities	New Shares and free attaching New Options.
Share	an ordinary share in the capital of the Company.
Shareholders	holders of Shares in the Company on the Record Date.
Shortfall	shortfall in subscription of New Shares (and free attaching New Options) under the Rights Issue pursuant to this Replacement Prospectus.
Shortfall Application Form	the Shortfall Application Form accompanying this Replacement Prospectus.
Shortfall Offer	the offer of any Shortfall.
Shortfall Options	free attaching New Options not taken up by Shareholders under the Rights Issue.
Shortfall Shares	New Shares not taken up by Shareholders under the Rights Issue.
WST	Western Standard Time.

UNITED OROGEN LIMITED

ACN 115 593 005

___________________________________________________________________________________________

SHORTFALL APPLICATION FORM

(FOR SHORTFALL OFFER ONLY)

Capitalised terms used in this application form are, unless otherwise defined herein, as defined in the Replacement Prospectus to which this form is attached.

Shareholders wishing to accept their Entitlement to New Shares under the Rights Issue cannot use this Shortfall Application Form. They must use the personalised Entitlement and Acceptance Form which accompanied their copy of the Replacement Prospectus.

This application will only be considered after the Closing Date of 27 May 2011. Applicants should read the Replacement Prospectus dated 14 April 2011 in its entirety before deciding to apply under the New Shares Offer.

United Orogen Limited Level 7 231 Adelaide Terrace Perth WA 6000

I/We apply for _______________________________________________ New Shares (number of shares applied for) in United Orogen Limited at 3 cents each, or such lesser number of New Shares as may be allocated by the Directors.

I/We lodge full application monies of \$___________________.00 (amount of your cheque) Complete Full Name:

(Applicant)
	(Mr/Mrs/Miss/Ms or Company Name)	(given names)	(surname)
(Joint Applicant)
	(Mr/Mrs/Miss/Ms or Company Name)	(given names)	(surname)
Address Details:
	(number and street)
(suburb or city)		(State)	(postcode)
Telephone Details:
	STD ( )(Home)	STD ( )(Business)	(contact name)
Email Address:
Cheque Details:
	(Drawer)	(Bank)	(Branch)
	Broker Sponsored Applicants Only:
	SBN/IPN_____HIN_____

This Shortfall Application Form does not need to be signed. By lodging this Shortfall Application Form and a cheque for the application monies, the applicant hereby:

• 1. applies for the number of New Shares specified in the Shortfall Application Form or such lesser number as may be allocated by the Directors as instructed by the Directors;
• 1. agrees to be bound by the terms and conditions set out in the Replacement Prospectus and the Constitution of the Company;
• 1. authorises the Directors to complete or amend this Shortfall Application Form where necessary to correct any errors or omissions;
• 1. acknowledges that an application for Shortfall does not guarantee an allotment of New Shares.

SHORTFALL APPLICATION FORM AND INSTRUCTIONS TO APPLICANTS

Please complete all relevant sections of the Shortfall Application Form using BLOCK LETTERS. If you have questions on how to complete this Shortfall Application Form please telephone (08) 9225 4936.

The Shortfall Application Form relates to the one for two non-renounceable pro rata Rights Issue of up to 32,386,426 New Shares at an issue price of 3 cents each to raise up to approximately \$971,592.80 pursuant to the Replacement Prospectus dated 14 April 2011. The expiry date of the Replacement Prospectus is the date which is 13 months after the date of the Replacement Prospectus. The Replacement Prospectus contains information about investing in the New Shares of the Company and it is important to read this document before applying for New Shares. A person who gives another person access to this Shortfall Application Form must at the same time and by the same means, give the other person access to the Replacement Prospectus, and any supplementary Replacement Prospectus (if applicable). While the Replacement Prospectus is current, the Company will send paper copies of the Replacement Prospectus, and any supplementary Replacement Prospectus (if applicable) and a Shortfall Application Form, on request to applicants without charge.

The Replacement Prospectus does not constitute an offer in any place where or to any person to whom it would not be lawful to make such an offer.

Please post or deliver the completed Shortfall Application Form together with your cheque to the address listed below:

United Orogen Limited Level 7 231 Adelaide Terrace PERTH WA 6000

so as to reach the Company on or before the last date instructed by the Company.

Please write your name in full. This must be either your own name or the name of a company. You should refer to the examples noted for the correct forms of name which can be registered. Applications using the incorrect form of name may be rejected. If your Shortfall Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid. Any decision as to whether to treat your application as valid, and how to construe, amend or complete it, shall be final. You will not, however, be treated as having offered to subscribe for more New Shares than is indicated by the amount of the accompanying cheque for the application monies referred to.

Your address should be your preferred postal address for all correspondence.All communications to you from the Company's Registry (shareholding statements, annual/interim reports, correspondence, etc) will be mailed to the person(s) and address as shown.

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities can hold Shares. The application must be in the name(s) of a natural person(s), companies or other legal entities acceptable to United Orogen Limited. At least one full given name and the surname is required for each natural person. Applications cannot be made by persons under 18 years of age. Examples of the correct form of registrable title are set out below:-

Type of Investor	Correct Form of Registrable Title	Incorrect Form of Registrable Title
Trusts	Mr John David Smith	John Smith Family Trust
Deceased Estates	Mr Michael Peter Smith	John Smith (Deceased)
Partnerships	Mr John David Smith & Mr Ian Lee Smith	John Smith & Son
Clubs/Unincorporated Bodies	Mr John David Smith	Smith Investment Club
Superannuation Funds	John Smith Pty Ltd	John Smith Superannuation Fund

Independent Expert Report

15 June 2011

PRIVATE & CONFIDENTIAL

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

Dear Sirs

INDEPENDENT EXPERT REPORT

1. INTRODUCTION

MGI Perth Corporate Finance Pty Ltd ("MGICF") has been requested by Iron Mountain Mining Ltd ("IRM" or "the Company") to prepare an Independent Expert"s Report in relation to the proposed purchase of up to 20,000,000 shares with 20,000,000 free attaching options in the Shortfall Offer of the rights issue of United Orogen Limited ("UOG") which under ASX Listing Rule 10.1 and Section 208 of the Corporations Act 2001 requires shareholder approval at the forthcoming General Meeting of Shareholders to be held on or about 26 August 2011. The purchase of securities in the Shortfall Offer in UOG is collectively referred to in this report as the "Proposed Transaction".

Resolution 1 of the Notice of Meeting comprises:

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

"That for the purposes of Listing Rule 10.1 of the Listing Rules of the ASX and section 208 of the Corporations Act and for all other purposes, the Directors of the Company be authorised to purchase up to 20,000,000 (TWENTY MILLION) shares and 20,000,000 options in the shortfall offer of the rights issue of United Orogen Limited on the terms set out in the Explanatory Memorandum."

Resolution 1 of the attached Notice of Meeting seek shareholder approval of the Proposed Transaction.

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

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

A brief summary of the Proposed Transaction is set out in Section 3 of this Report and a detailed outline is set out fully in the Explanatory Memorandum accompanying the Notice of Meeting of IRM to be held on or about 26 August 2011.

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

2. SUMMARY OF OPINION

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

MGICF has formed the opinion that the Proposed Transaction is fair because the value of IRM"s shares post the Proposed Transaction is equal to the value of the Company"s shares prior to the Proposed Transaction.

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

• 1. Our opinion is based solely on the information available at the date of the report as detailed in Section 9.
• 1. The principal factors that we have taken into account in forming our opinion are set out in the supporting detail to this report.
• 1. The decision of each shareholder as to whether to approve the Proposed Transaction is a matter for individual shareholders. This decision should be based on each shareholder"s views as to matters including value and future market conditions, risk profile, liquidity preferences, investment strategy, portfolio structure and tax positions. In particular, taxation consequences may vary from shareholder to shareholder. If shareholders are in any doubt, they should consult an independent professional adviser.
• 1. The opinion should be read in conjunction with the full text of this report which follows after our Financial Services Guide, which sets out our scope and findings.

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

• 1. Summary of the Proposed Transaction
• 1. Purpose of the Report
• 1. Basis of the Assessment
• 1. Valuation of Iron Mountain Mining Limited shares Pre Proposed Transaction
• 1. Valuation of Iron Mountain Mining Limited shares Post Proposed Transaction
• 1. Assessment as to Fairness and Reasonableness of the Proposed Transaction
• 1. Sources of Information

Appendix 1 – Overview of valuation methodologies

Yours faithfully

MGI PERTH CORPORATE FINANCE PTY LTD

T J SPOONER CA FCA(UK) ACIS DIRECTOR

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

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

Financial Services Guide

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

Financial services we are licensed to provide

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

General Financial Product advice

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

Fees, commissions and other benefits we may receive

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

Complaints

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

Contact details

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

QUALIFICATIONS, DECLARATIONS AND CONSENTS Qualifications

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

Declarations

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

Interest

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

Indemnification

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

Consents

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

3. SUMMARY OF THE PROPOSED TRANSACTION

Iron Mountain Mining Limited ("IRM" or "the Company") is seeking shareholder approval for the acquisition of the shares and options in United Orogen Limited ("UOG") in accordance with Resolution 1 in the Notice of General Meeting to be held on or about 26 August 2011.

The background and key provisions of this Proposed Transaction are as summarised below:

• UOG issued a Replacement Prospectus on 18 April 2011 for a pro rata non-renounceable entitlement of 1 new share for each 2 shares held at an issue price of 3 cents per new share ("the Rights Issue");
• The new shares will include one free attaching option which will be granted for nil consideration. The free attached option has an exercise price of 20 cents exercisable on or before 31 March 2016;
• Assuming that no existing options are exercised and full subscription is reached, the issue of new shares and options under the Replacement Prospectus will raise approximately \$971,593 before expenses;
• Any entitlement not taken up pursuant to the Rights Issue forms the Shortfall Offer;
• On 3 June 2011, UOG announced that 12,057,147 shares and options out of a total of 32,386,426 shares and options had been issued, thereby leaving a shortfall of 20,329,279 shares and options;
• The Directors of IRM have resolved to purchase securities in the Shortfall Offer of up to 20,000,000 shares with 20,000,000 free attaching options for a consideration of up to \$600,000;
• David Zohar and Zhukov Pervan are both shareholders and directors of IRM and UOG. For the purposes of Listing Rule 10, David Zohar and Zhukov Pervan are persons in a position of influence in both IRM and UOG;
• Pursuant to Listing Rule 10.1, a company is required to obtain shareholder approval prior to entering into a transaction with a person in a position of influence; and
• Resolution 1 seeks shareholder approval pursuant to ASX Listing Rule 10.1 and for all other purposes for IRM"s acquisition of the shares in UOG under the Shortfall Offer as described in the Explanatory Memorandum to the Notice of Meeting.

4. PURPOSE OF THE REPORT

Sections 606(1) of the Corporations Act 2001 prohibits a person from acquiring a relevant interest in issued voting shares in a listed company if the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that person"s or someone else"s voting power in the company increases:

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

The voting power of a person in a body corporate is determined in accordance with Section 610 of the Corporations Act 2001. The calculation of a person"s voting power in a company involves determining the voting shares in the company in which the person and the person"s associates (as defined therein) have a relevant interest.

Section 611 of the Corporations Act 2001 provides that certain acquisitions of relevant interests in a company"s voting shares are exempt from the prohibition in Section 606(1) above, including acquisitions approved previously by a resolution passed at a general meeting of the company in which the acquisition is made (Section 611, Item 7).

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

At the date of this Report, IRM holds 770,379 shares and 256,793 options in UOG, representing an interest of 1% of shares on issue and 1.8% of options on issue in UOG. Under the terms of the Proposed Transaction, IRM will acquire up to 20,000,000 shares and 20,000,000 free attaching options in UOG under the Shortfall Offer. If IRM acquires the maximum number of shares under the Proposed Transaction, IRM will increase the Company"s interest to 20,770,379 shares and 20,256,793 options in UOG, therefore, increase an interest in UOG to 21.5% of shares on issue and 59.5% of options on issue. Also, in the event that IRM purchases its full entitlement of shares and options, if it exercises all of its options (and assuming no other issues of shares), IRM"s interest in UOG would increase to approximately 34.9% of shares on issue. As a result, IRM will acquire a relevant interest in the issued voting shares in UOG in excess of the threshold prescribed by Section 606(1) of the Corporations Act 2001.

UOG, in turn, holds 23,732,341 shares and 30,000,000 options in IRM, equating to an interest of 17.5% of shares on issue and 41.6% of options on issue in the Company.

Additionally, David Zohar ("Zohar") and Zhukov Pervan ("Pervan") are both shareholders and directors of IRM and UOG. At the date of this report, David Zohar and his spouse Julie Zohar and Swancove Enterprises Pty Ltd, a company controlled by David Zohar and Julie Zohar ("Zohar Group") own: -

• 31,096,530 shares in IRM representing an interest of 22.9% of shares on issue in IRM;
• 12,428,335 options in IRM that, if exercised (and assuming no other share issues occur) will increase the Zohar Group"s shareholding interest in IRM to 29.4% of shares on issue;
• 21,995,721 shares in UOG representing an interest of 28.6% of shares on issue in UOG; and
• 6,563,774 options in UOG that, if exercised (and assuming no other share issues occur) will increase the Zohar Group"s shareholding interest in UOG to 34.2% of shares on issue.

At the date of this report, Zhukov Pervan and his deemed associates own 2,100,000 shares and 2,500,000 options in IRM and 412,500 shares and 137,500 options in UOG. Pursuant to ASX Listing Rule 10.1, a company is required to obtain shareholder approval prior to entering into a transaction with a person in a position of influence. Both David Zohar and Zhukov Pervan are deemed to be persons in a position of influence. As a result of the above, the Company is seeking shareholder approval for the purposes of ASX Listing Rule 10.1.

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

5. BASIS OF THE ASSESSMENT

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

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

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

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

ASIC regulatory Guide 111, states, inter alia:

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

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

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

In our opinion, for the purposes of this report "fairness" is taken to mean a reference to quantification of respective values of consideration being paid compared to the value of assets being transferred. This has been calculated in the context of the impact on IRM shares prior to and subsequent to the Proposed Transaction.

"Reasonableness" is taken to include consideration of other qualitative factors which can be assessed on objective grounds.

The assessment as to the fairness and reasonableness of the Proposed Transaction is set out in Section 8 of this Report.

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

6.1. VALUATION OVERVIEW

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

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

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

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

6.2 VALUATION APPROACH

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

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

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

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

6.3 VALUE OF IRM'S SHARES PRE PROPOSED TRANSACTION

In establishing the value of IRM prior to the Proposed Transaction, the net asset backing per share has been determined based upon the reviewed position as at 31 December 2010 and the following subsequent material transactions:

• Acquisition of 113 Mackie Street, Victoria Park, WA from UOG for the following consideration:
• o The sum of \$85,000;
• o The issue of 10,000,000 shares in IRM; and
• o The grant of 15,000,000 options to acquire a share in IRM at an exercise price of 20 cents (\$0.20) each exercisable on or before 1 May 2016.
• Acquisition of three mining exploration tenements from UOG for the following consideration:
• o The issue of 3,500,000 shares in IRM; and
• o The grant of 15,000,000 options to acquire a share in IRM at an exercise price of 20 cents (\$0.20) each exercisable on or before 1 May 2016.

Apart from above, we are not aware of any such material transactions other than as referred to in the Notice of Meeting and Explanatory Memorandum and in Note 1 to section 6.3.1 below. Valuation assessments were then carried out on assets and liabilities, with no adjustments being made in this respect.

This has resulted in a net asset backing per share of \$0.1123 pre Proposed Transaction, as calculated in the table below:

6.3.1 IRON MOUNTAIN MINING LIMITED

Balance Sheet	Reviewed 31 Dec 2010 \$
Current Assets
Cash and Cash Equivalents	6,036,594
Trade and Other Receivables	208,337
Total Current Assets	6,244,931
Non-Current Assets
Receivables	52,498
Property, Plant & Equipment	1,770,962
Capitalised Exploration Costs	6,045,992
Deferred Tax Asset	1,331,888
Goodwill	113,872
Available for sale Financial Assets	977,221
Total Non-Current Assets	10,292,433
Total Assets	16,537,364

Iron Mountain Mining Limited Independent Expert's Report Page 9

Balance Sheet (continued)	Reviewed
	31 Dec 2010
	\$
Current Liabilities
Trade and Other Payables	202,797
Provisions	879,832
Total Current Liabilities	1,082,629
Non-Current Liabilities
Deferred Tax Liabilities	224,548
Total Non-Current Liabilities	224,548
Net Assets	15,230,187
Total number of shares on issue	135,586,881
Net asset backing per share (undiluted)	0.1123

Notes

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

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

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

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

(ii) The number of shares on issue of 135,586,881 is in accordance with Appendix 3B New issued announcement, application for quotation of additional securities and agreement announced by the Company to ASX on 3 June 2011.

6.4 ISSUED CAPITAL AND SHARE TRANSACTIONS

6.4.1 ISSUED CAPITAL

As at 10 June 2011, the total issued share capital of IRM comprised 135,586,881 fully paid ordinary shares. The movements in IRM"s issued capital since 31 December 2010 are provided in the table below. The values below are net of share issue costs.

	Number of
	Shares	Note	\$
Balance as at 31 December 2010	122,086,881	Per Half-Yearly Report	12,980,325
		Issued for the acquisition of
Issued 6 June 2011	10,000,000	the property	601,071
		Issued for the acquisition of
Issued 6 June 2011	3,500,000	the tenements	262,755
As at the date of this Report	135,586,881	As at the date of this report	13,844,151

6.4.2 OPTIONS

As at 10 June 2011, there were 72,186,250 options on issue, comprising 40,186,250 listed options exercisable at 20 cents on or before 1 February 2012 and 32,000,000 unlisted options exercisable at 20 cents on or before 1 May 2016. The movements in IRM"s options since 31 December 2010 are provided in the table below.

	Number of
Options	Options	Note	\$
Balance as at 31 December 2010	40,186,250	Expiring on 01.02 2012	1,010,205
Issued 1 June 2011	2,000,000	Issued to a director pursuant to receipt of shareholder approval	184,472
Issued 6 June 2011	15,000,000	Issued for the acquisition of the property	163,929
Issued 6 June 2011	15,000,000	Issued for the acquisition of the tenements	204,745
As at the date of this Report	72,186,250	As at the date of this report	1,563,351

6.4.3 SHARE TRADING

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

Month	High	Low	Close	Average Volume
June 2011 (to 10 June)	0.12	0.10	0.11	7,900
May 2011	0.14	0.10	0.11	59,300
April 2011	0.17	0.12	0.14	136,700
March 2011	0.17	0.11	0.12	63,300
February 2011	0.18	0.14	0.15	44,200
January 2011	0.23	0.14	0.17	331,300
December 2010	0.14	0.08	0.14	317,700

Based on the above table, from 1 December 2010, IRM"s share price has fluctuated from a low of 8 cents in December 2010 to a high of 23 cents in January 2011.

The share price has increased from 9 December 2010 pursuant to the announcement on that date regarding the High Grade Rock Chip Results at Miaree coupled with an earlier announcement on 6 December 2010 on the Huckitta update, although volumes have not been that substantial. The share price has peaked at 23 cents on 6 January 2011 but has gradually declined to 11.5 cents at 10 June 2011, a similar share price to that on 9 December 2010. It is also noted that the trading volume was 1,053,943 on 8 April 2011 pursuant to the announcement on that date regarding the results of the costeaning program undertaken at the Miaree Gold project. We have not noted a substantial increase in the share price on or subsequent to the announcement.

The above demonstrates a comparatively thin level of trading in IRM"s stock.

IRM Recent Share Price History:

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

Source: asx.com.au

6.4.4 SCHEDULE OF RECENT ASX ANNOUNCEMENTS

Recent announcements since the announcement since the lodgement of its Half Yearly Report and Accounts on 14 March 2011 are summarised below:

07 June 2011	Change in substantial holding - UOG
03 June 2011	Appendix 3B
03 June 2011	RVR: Drilling update and rock chip results
03 June 2011	Drilling Update and Rock Chip results
01 June 2011	Change of Director`s Interest Notice
01 June 2011	Appendix 3B
31 May 2011	Change in substantial holding - UOG
31 May 2011	Change in substantial holding for ENL
27 May 2011	Results of Meeting
24 May 2011	RVR: Drilling delayed at Miaree Gold Project
24 May 2011	Drilling delayed at Miaree Gold Project
17 May 2011	Company Secretary Appointment/Resignation
10 May 2011	Forthcoming Miaree Gold Drilling Program
10 May 2011	RVR: Forthcoming Miaree Gold Drilling Program
05 May 2011	Wandoo Bauxite 89.4Mt Total Reported Inferred Resources
03 May 2011	Notice of Meeting - correction
29 April 2011	Quarterly Activities and Cashflow Report
28 April 2011	Notice of Meeting
20 April 2011	Replacement Initial Substantial Shareholder Notice
08 April 2011	Costeaning confirms high grade gold potential at Miaree
29 March 2011	Initial Substantial Shareholder Notice
28 March 2011	RVR: Option to acquire Blythe Project by Forward Mining Ld
28 March 2011	Option to acquire Blythe Project signed by Forward Mining Ltd

Source: asx.com.au

6.4.5 MARKET VALUE

Since 1 December 2010, IRM"s share price has fluctuated between 8 cents to 23 cents. This includes the following:

• The Huckitta update on 6 December 2010;
• High Grade Rock Chip Results announcement at Miaree on 9 December 2010; and
• The results of the costeaning program undertaken at the Miaree Gold Project on 8 April 2011.

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

7. VALUATION OF IRON MOUNTAIN MINING LIMITED SHARES POST PROPOSED TRANSACTION

7.1 COMPONENTS OF THE PROPOSED TRANSACTION

The key component of the Proposed Transaction comprises:

Purchase of up to 20,000,000 shares (including 20,000,000 free attaching options) in the Shortfall Offer of the non-renounceable rights issue of United Orogen Limited ("UOG").

7.2 NET ASSET VALUATION POST PROPOSED TRANSACTION

7.2.1 Valuation assessment

In establishing the value of IRM following completion of the Proposed Transaction, the net asset backing per share has been determined based upon the reviewed position in accordance with Section 6.3.1 of this Report including the following adjustments referred to in Section 6.3:

a) Purchase of up to 20,000,000 shares in UOG

IRM will pay up to \$600,000 for the purchase of up to 20,000,000 shares at 3 cents each in UOG together with 20,000,000 free attaching options (refer to (b) below). This is in accordance with the Notice of General Meeting of Shareholders. The share price of UOG has been steady at close to 2.5 cents since 13 May 2011 (with an increase in the share price to 2.7 cents from 6 June 2011 to 8 June 2011).

b) Options issued as part of the purchase of 20,000,000 shares in UOG

The 20,000,000 free attaching options have not been valued as the total payable by IRM will be unaffected. Therefore, Investment in Associates of \$600,000 in Section 7.2.2 does not include the value of these 20,000,000 free attaching options. We note that the options are now listed on ASX, but there have not yet been any transactions therein to date (10th June 2011).

It should be noted that if IRM exercises all of the above options, it will be required to make a cash payment to IRM of \$4,000,000, being 20,000,000 options at 20 cents each. For the purpose of this Independent Expert"s Report, we have not included \$4,000,000 payment for the exercise of the options in the Adjusted Balance Sheet as at 31 December 2010 Post the Proposed Transaction in Section 7.2.2.

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

This has resulted in a net asset backing per share of \$0.1123 post the Proposed Transaction, as calculated below.

	Pre Proposed			Pro Forma
	Transaction	Proposed	Notes	Post Proposed
	31.12.10	Transaction		31.12.10
	\$	\$	(i)	\$
Current Assets
Cash and Cash Equivalents	6,036,594	(600,000)	(ii)	5,436,594
Trade and Other Receivables	208,337	-		208,337
Total Current Assets	6,244,931	(600,000)		5,644,931
Non-Current Assets
Receivables	52,498	-		52,498
Property, Plant & Equipment	1,770,962	-		1,770,962
Capitalised Exploration Costs	6,045,992	-		6,045,992
Deferred Tax Asset	1,331,888	-		1,331,888
Goodwill	113,872	-		113,872
Investments in associates	-	600,000	(iii)	600,000
Available for sale Financial Assets	977,221	-		977,221
Total Non-Current Assets	10,292,433	600,000		10,892,433
Total Assets	16,537,364	-		16,537,364
Current Liabilities
Trade and Other Payables	202,797	-		202,797
Provisions	879,832	-		879,832
		-
Total Current Liabilities	1,082,629	-		1,082,629
Non-Current Liabilities Deferred Tax Liabilities	224,548	-		224,548
	224,548	-		224,548
Net Assets	15,230,187	-	(iv)	15,230,187
Total number of shares on issue	135,586,881			135,586,881
Net asset backing per share	0.1123			0.1123

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

Please also refer to the attached notes below.

Notes

(i) The adjusted Balance Sheet comprises the reviewed (but unaudited) consolidated balance sheet at 31 December 2010 adjusted for the acquisition of property and mining exploration tenements as described in Section 6.3.

(ii)	The Post transaction cash balance comprises:	\$
	Cash Balance Pre Proposed Transaction	6,036,594
	Purchase of 20,000,000 shares in UOG at 3 cents each	(600,000)
	Cash Balance Post Proposed Transaction	--------------- 5,436,594 ---------------

The above is based on IRM acquiring the maximum number of shares of 20,000,000. The total cash consideration for this transaction is \$600,000.

• (iii) The purchase of 20,000,000 shares in UOG will increase IRM"s interest in UOG from 1% to 21.5% of shares on issue. As such, the investment has been classified as Investments in Associates, as defined by the Australia Accounting Standards (AASBs).
• (iv) On 1 June 2011 the Company announced to ASX that it had issued 2,000,000 options to a director. These options have been valued at \$184,472 (9.2 cents per option) using the following key assumptions to prescribe a value to them:
• The valuation was done using the Black-Scholes valuation methodology;
• A grant date for the options of 1 June 2011;
• An exercise price of 20 cents each;
• A spot price for UOG shares of 11 cents;
• A risk free rate of 4.95%; and
• A volatility factor of 134.82%.

However, the \$184,472 has not been reflected in Section 7.2.2 Adjusted Balance Sheet as at 31 December 2010 Post the Proposed Transaction as the value has no impact on the net assets of the Company.

7.2.3 Background to United Orogen Group (UOG)

UOG has recently closed its rights issue under which it plans to raise up to a maximum of \$971,593. As referred to in Section 3, there was a shortfall of 20,329,279 shares of which IRM is proposing to purchase up to 20,000,000 shares. The funds raised under the rights issue will be used to progress exploration and development within UOG's portfolio of wholly and majority owned mining tenements that are prospective for gold, base metals and other mineralisation.

UOG"s key projects are summarised below:

Victorian Desert Project

This is located 250 kilometres east-northeast of Kalgoorlie is prospective for gold and base metals with soil anomalies for both of these metals being identified on the southern part of the project which UOG considers warrants further exploration. The northern part of the Victorian Desert Project has gold targets associated with northwest trending structural features identified by aeromagnetic surveys which need further exploration.

7.2.3 Background to United Orogen Group (UOG) (continued)

Horseshoe Project

The Horseshoe West tenement which is part of the Horseshoe Project is situated 4 kms to the north of the old Horseshoe Mine. UOG believes this area is very prospective for gold and wishes to carry out a sampling programme targeting gold mineralisation.

Other principal assets

The Company's other gold and base metal projects are also regarded as prospective and cover areas with anomalous sampling and/or geochemical and geophysical anomalies which UOG considers warrant further exploration.

Share Price

Since 1 December 2010 (to 10th June 2011) UOG"s share price has fluctuated between 2.3 cents (on 21 March 2011) and 5.0 cents (on 1 and 2 February 2011), the most recent trade (as at 10 June 2011) being at 2.5 cents.

IRM Recent Share Price History:

The chart below represents the movement in share price of UOG listed shares since December 2010:

Source: asx.com.au

The table above also identifies the low volume of transactions in UOG"s listed shares.

UOG"s interest in IRM

As referred to in Section 4, UOG holds 23,732,341 shares and 30,000,000 options in IRM, equating to a current interest of 17.5% of shares on issue and 41.6% of options on issue in the Company.

8. ASSESSMENT AS TO FAIRNESS AND REASONABLENESS OF THE PROPOSED TRANSACTION

8.1 Assessment as to Fairness

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

MGICF valuation of IRM shares prior to the	MGICF valuation of IRM shares subsequent
Proposed Transaction	to the Proposed Transaction
\$0.1123	\$0.1123

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

8.2 Assessment as to Reasonableness

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

8.2.1 Advantages and Disadvantages of the Proposed Transaction proceeding:

Advantages of proceeding

• The Proposed Transaction will increase IRM"s share holding in UOG from 1% to up to 21.5%. Additionally, two of IRM"s directors, David Zohar and Zhukov Pervan, are also directors of UOG. IRM will effectively be able to exercise significant influence over UOG by its ability to participate in the financial and operating policy decisions of UOG;
• In the event that IRM exercises its up to 20,000,000 free attaching options pursuant to the Proposed Transaction, it can increase its share holding in UOG to up to approximately 35% (if UOG issues no further shares). IRM and Zohar Group"s combined shareholding in UOG will be up to approximately 54% of shares on issue and, therefore, it will effectively control the financial and operating policy decisions of UOG;
• The Proposed Transaction will give IRM the opportunity to increase its exposure to other areas of mineral exploration tenements through its increased holding in UOG; and
• IRM will diversify its investments by increasing its investment in UOG, a listed entity on the ASX; and
• The shares and options acquired under the Proposed Transaction are both listed on ASX and hence are potentially convertible into cash at short notice.

Disadvantages of proceeding

• IRM will be required to pay a cash consideration of up to \$600,000 which will reduce available cash for other activities and planned commitments (albeit it will have a balance of some \$5.4 million after paying the consideration);
• Trading volumes in UOG"s listed securities have been low, hence making it difficult to potentially realise a large parcel of shares in UOG;

Disadvantages of proceeding (continued)

• IRM will have an increased exposure to any potential downturn in the value of UOG;
• Under the investment in associates, IRM will account for its share of the profit or loss in UOG. Given the nature of the UOG"s activity, being a mineral exploration company, the investment in UOG could be substantially reduced through its share of losses in UOG; and
• The 20,000,000 free attaching options are exercisable at 20 cents each on or before 31 March 2016. As at 10 June 2011, the closing share price of UOG was 2.5 cents. Therefore, it is not beneficial for IRM to exercise these free attaching options in the short term. As at 10 June 2011 there have been no trades in UOG"s listed options.

8.2.2 Advantages and Disadvantages of the Proposed Transaction not Proceeding:

Advantages of not proceeding

IRM will avoid the disadvantages referred to above.

Disadvantages of not proceeding

If IRM decides not to proceed, it could lose a valuable investment opportunity should the share price of UOG increase over time.

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

8.3 Conclusion

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

9. SOURCES OF INFORMATION

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

• IRM's audited financial report for the financial year ended 30 June 2010 and reviewed interim financial statements for the six months ended 31 December 2010;
• UOG's audited financial report for the financial year ended 30 June 2010 and reviewed interim financial statements for the six months ended 31 December 2010;
• Recent ASX announcements lodged by IRM and UOG;
• Share Price data for IRM and UOG; and
• Draft Notice of Meeting and Explanatory Memorandum this Report will accompany.

APPENDIX 1 OVERVIEW OF VALUATION METHODOLOGIES

Discounted cash flow (DCF) approach

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

Capitalisation of future maintainable earnings (earnings based) approach

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

Orderly realisation of assets (asset based) approach

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

Quoted price for listed securities (market value) approach

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

Comparable market transactions approach

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

IRON MOUNTAIN MINING LIMITED ACN 112 914 459

Proxy Form

¹ SHAREHOLDER

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

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box.

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By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution/s and that votes cast by the Chair of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest.

If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

³ SIGNATURE OF SHAREHOLDER(S)

All single or joint holders of shares must sign this form.

Signature	Signature	Signature
	Date
or in the case of a company
The COMMON SEAL of the company is affixed in		)
accordance with its constitution in the presence		)
of:/Executed by the company by its duly authorised		)
officers in accordance with sub-section 127(1) of the		)
Corporations Act 2001:*		)
		Signature of Director
		Name of Director (Print)
		Signature of Director/Secretary
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or signed by * delete as appropriate		under Power of Attorney on behalf of the company.

This proxy form must be signed by the shareholder and, in the case of joint shareholders, by each of the joint shareholders. In the case of a corporation, this proxy form must be executed in accordance with section 127 of the

Address ………….........................................................

………………………………………………………... Daytime phone no. .......................................................

² APPOINTS Insert here the name of the person you wish to appoint as proxy; shareholders cannot appoint themselves.

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Name of proxy – please print

The Chair intends to vote for Resolution 1 for all undirected proxies.

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.

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

5 APPOINTMENT OF A SECOND PROXY (OPTIONAL)

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

A shareholder is entitled to appoint up to two persons (whether shareholders or not) to attend the meeting and vote as proxies. If you wish to appoint two proxies please either photocopy the proxy form or telephone Suraj Sanghani on ++618 9225 6475 to obtain a second form. Both forms should be completed with the nominated percentage of your voting rights on each form. Please return the proxy forms together.

Important Information

Deadline for Receipt of proxies To be effective, a completed proxy form together with the power of attorney (if any) under which it is signed, must be received by the Company at its registered office or Company office, Level 7, 231 Adelaide Terrace, Perth not less than 48 hours before the appointed time of the General Meeting ie. no later than 10 am WST on 24 August 2011.

Destination of Completed Proxy Form Once the Proxy Form is completed and all details checked by you, the form is to be sent or delivered to the Company's office at Level 7, 231 Adelaide Terrace, Perth WA 6000 or sent by facsimile to the registered office on ++ 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 Suraj Sanghani, Company Secretary, on ++ 618 9225 6475.