Lion Asiapac : Announcement By Mindax Limited

LION ASIAPAC LIMITED

(Co. Reg. No. 196800586R)

(Incorporated in the Republic of Singapore)

ANNOUNCEMENT BY MINDAX LIMITED

The Board of Directors of Lion Asiapac Limited (the "Company") refers to the Company's announcement on 16 October 2013 in relation to the Shareholders and Development Agreement ("SDA") entered into between Mindax Limited ("Mindax") and Perpetual Mining Holding Limited ("PMHL"), and wishes to update as below.

On 21 July 2014, Mindax released an announcement to the Australian Securities Exchange ("ASX Announcement") that a binding SDA had been concluded with PML with the following modifications to the terms and conditions:

(a) Remove the requirement for a 4:1 bonus issue of shares;

(b) Vary the issue price of the 25 million ordinary shares to be issued to PMHL (or its nominees) to 8 cents per share and include a 25 million free attaching option (exercisable at 12 cents), in line with the issue price of Mindax's recent placement; and

(c) Amend dates associated with key milestones.

Further details are found in the ASX Announcement, a copy of which can be found in the

Appendix to this Announcement.

BY ORDER OF THE BOARD LION ASIAPAC LIMITED

Tan Yen Hui

Company Secretary

Singapore, 21 July 2014

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Appendix

ASX ANNOUNCEMENT

21 July 2014

ASX Code: MDX ABN: 28 106 866 442

Corporate Description

Mmdax's MIForrest lron Pro)ect is progressing through feas1bilty with a v1ew lo mining at the end of 2014

Mmdax 1s also the greenfields discoverer of a new uranium provmce near Mukmbud1n,Western Australia

Mmdax also has explorat1on pro)ects based in Western

Australia which involve Goldand Copper

Through technicatly advanced explorat1on and an eye for detaìl, Mìndax has successfully built a sìgnìficant portfolio of 34 minerai exploration and mining tenements covenng aver 2,100 square kilometres.In additìon,Mindax has appllcations in piace !or water and

1nfrastructure covenng over 2,400 square kìlometres 1n

suppor!of the MIForrest lron Pro)ect development

Mmdax aims lo develop strategie resources through innovative exploration Projects will be moved lo production includìng via strategie partnersh1ps.

Key Projects

Mt Forrest lron

Yilgam-Avon JV Sedimentary Uranium Mortlock JV Copper-Gold Meekatharra JV Gold

Principle Address and Registered Office

Leve! 2,25 R1chardson Street

West Perth WA 6005

Telephone [phone]

Facsimile. [phone]

Email: [e-mail]

SHAREHOLDERS ANO DEVELOPMENT AGREEMENT CONCLUDED

Mindax Limited (the Company) refers to its announcement of

15 October 2013 and subsequent announcemenls of 29

January 201 4, 6 May 201 4 and 29 May 201 4.

The Company is pleasedlo announce that the Company and PerpetuaiMining Holding Limi ted (PMHL) have agreed lo modify the terms and conditions of lhe Shareholders and DevelopmenlAgreement (SDA) as follows:

remove lhe requirement for a 4:l bonus issue of shares:

vary the issue price of lhe 25M ordinary shares to be issued to PMHL (or its nominees) o 8 cents per share andinclude a 25M free attaching oplion (exercisable at 1 2 cents), in line with the issue price of the Company's recent placemenl;and

amend dales associaled wilh key milestones.

For ease of reference terms and conditions, repealed from previous announcements, are oullined on lhe following pages.

This is lhe announcemenlinlended lo lift lhe hall inlrading of lhe Company's securilies.

lnvestor Enquiries

Ben)amm Chow

Chairrnan

Telephone

Email:

[phone] mlo@mmdax com.au

MINDAX LIMITED l www.mi n dax.com.au

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ASX Announcement

SHAREHOLDERS ANO DEVELOPMENT AGREEMENT SIGNED

21 July 2014

M MINDAX LlMlTED

Mindax Limited (MDX or the Company) refers to its announcement released to the market on 15

October 2013 (and related announcements on 29 January 2014, 6 May 2014 and 29 May 2014) regarding the proposal far its wholly owned subsidiary, Yilgiron Pty Ltd (YPL) to form a strategie partnership with Perpetuai Mining Holding Limited (PMHL) of Hong Kong far the Mount Forrest Iran Project.

MDX is pleased to confirm that the binding Shareholders and Development Agreement Relating to

YPL (Agreement) has now been concluded with PMHL.

A summary of the principal terms of the Agreement are as follows:

• PMHL will acquire 51% Of current MDX subsidiary YPL far a total consideration of $52.3M. As referred to above, part of the subscription price $8,297,000 will be paid on subscription and the balance will be paid in connection with completion of the feasibility study and the construction of the mine. MDX will convert its current intercompany loan of approximately

$17m to YPL into equity in YPL and MDX will hold 49% of the increased share capitai. YPL will be the vehicle which owns the MI Forrest Iran Project and associated infrastructure tenements.

• The feasibility study must be completed by 30 June 2015 or such later date as MDX and PMHL agree and if it is not a cali may be mode far the baianee of the subscription price to be poid. Il Force Majeure delays the completion of the feasibility study, there may be an extension of time up to 30 June 201 6. At that point MDX and PMHL will discuss the implementation of the project and if another course of action has not been agreed within 60 days a cali may be mode far the baiance of the outstanding subscription prci e.

• The balance of the subscription price musibe paid by 30 September 201 6, or sueh later date as MDX and PMHL agree (subject as mentioned below). The lime far payment may be extended by Force Majeure up to 30 September 2017. At that point MDX and PMHlwill discuss the implementation of the project and if another course of action has not been agreed within 60 days a cali moy be mode far the balonce of the outstanding subscription price.

• A cali may only be mode far the balance of the subscription price if the Company has been ollocated legally binding port capacity and access to ship iran ore. lf port access has not been granted by 31 December 2016 MDX and PMHL will discuss the implementation of the project and if another course of action has not been agreed within 92 days a cali may be mode far the balance of the outstanding subscription price.

lf a cali is mode far the outstanding subscription price and payment is not mode, the shares issued to PMHL which have not been fully paid may ultimately be forfeited.

• Yilgiron lnfrastructure Pty Ltd (YIPL) will become a subsidiary of YPL giving YPL full use of ali infrastructure tenements and rgi hts owned by YIPL.

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• YPL will be a standalone Joint Venture (JV) entity betweenMOX and PMHL.It wili be controlled by PMHL!rom the outset of the JV. YPL will have four Board members,two each from PMHL and MOX. A number of key YPL business decisions wili require unanimous YPL Board or shareholder approvai lo protect the interests of both shareholders.

• YPL owns ali rights to the Mt Forrest Iran Project tenements and wili be responsible for development and operation of OSO and Magnetite projects. lnitial focus wlii be to fast track the OSO project towards production.

• The Subscription wili take piace within 30 Business Oays from the date on which the conditions precedent are satisfied. From the initial subscription payment of $8.29M, YPL wili reimburse MOX approximately $2.7M far work undertaken on the Optimised Scoping Study in the period November 2012 lo August 2013. YPL wili also pay MOX approximately $600K for work undertaken on the MIForrest Iran Project from September 2013 unti! the execution date of the Agreement.
• Alter PMHL has made ali payments in respect of subscription for its shares,MOX and PMHL each has the righi o contribute additional funds toYPL as required for future YPL activities in proportionlo their prevailing shareholdings once the initial funding of $52.3m has been provided by PMHL.
Oividends will be paid as follows to take account of production of OSO:
].t 2 Mt produced-PMHL 75% and MOX 25%
2nd 2Mt produced-PMHL 65% and MOX 35%

3'd 2Mt produced-PMHL 25% and MOX 75%

4th 2 MIproduced-PMHL 35% and MOX 65%.
Thereaf ter dividends will be distributed according to shareholdings.

MOX will issue 25M ordinary MOX shareslo PMHL and investors to be introduced by it far 8 cents per new ordinary share which will raise gross proceeds of $2.0M. MOX will also issue o PMHL and investors to be introduced by it 25M unlisted options exercisable at 12 cents per option with an expiry date of 30 June 2016.

• These funds together with other monies received from PMHL noted above will provide a significant cash balance lo suppor! other MOX activities outside of MIForrest far some considerablelime).
• The issue of 25M new ordinary MOX shares and 25M unlisted options are preconditions lo the
MIForrest Iran project Joint venture proceeding.
• The Agreement is subjectlo a number of other conditions precedent including successfully receiving ali regulatory and shareholder approvals.) Approvai under the Foreign Acquisitions and Takeovers Acl 1975 (cth) will also be required. The conditions precedent must be met by 30 September 2014 or such later date as MOX and PMHL agree, failing which either party may terminate the agreement.

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MDX intends lo arrange an Extraordinary Generai meeting of Shareholders in due course lo enable shareholderslo consider and vote on the Agreement. An lndependent Expert's Report will be provided lo shareholders with the notice of the meeting.
Mindax Chariman Mr Benjamin Chow commented "We are delighted with the outcome. PMHL and Mindax have worked together very closely over the past few months to finalise this agreement. The agreement secures the way forward for the Mt Forrest Project. provides funding for our other activities. rewards our existing shareholders and creates potential to improve our share trading liquidity.

About PMHL

PMHL is a Hong Kong based investment company with significant business connections within China. PMHL's stakeholders have experience with iron ore production and within the iron ore industry in generai. PMHL is supported by some existing Mindax investors who have introduced PMHL to the Company. These include those investors with whom Mindax has formed the Meekatharra Gold Project farm-in Joint venture. They have further demonstrated their support for Mindax by setting up and investing in PMHL to enable the proposed strategie partnership between Mindax and PMHL for the development of Mt Forrest.

End of Announcement

For further information contaet:

Benjamin Chow Chairman Mindax Limited

Telephone: [phone]

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