VALUATION OF THE XOLOBENI HEAVY MINERAL SANDS PROSPECT, TRANSKEI REGION, EASTERN CAPE PROVINCE, REPUBLIC OF SOUTH AFRICA Prepared for MINERALS COMMODITIES LTD By Dover Consultants Pty Ltd ACN 059472007 April 2001 Mineral Commodities Ltd 1 2 Xolobeni HMS Prospect Valuation Study GENERAL INFORMATION ...............................................................................................................3 SUMMARY ............................................................................................................................................5 A. Location and Resources ...............................................................................................................5 B. Valuation of Methods and Results ...............................................................................................7 1. Methods ...........................................................................................................................................7 3 MINERAL RESOURCE CLASSIFICATION ....................................................................................9 4 AREA DRILLING ...............................................................................................................................11 5 INFORMATION SOURCES ..............................................................................................................14 5.1 Product Value Calculations .......................................................................................................14 5.2 Recovery of The Valuable Heavy Minerals (VHM) ........................................................................16 Percent Recovery .......................................................................................................................................16 6 DESCRIPTION OF THE MINING AND PROCESSING OPERATIONS ....................................17 7 VALUE OF HEAVY MINERAL DEPOSITS – IN SITU METHOD .............................................18 8 VALUE OF MINERAL DEPOSIT – NET PRESENT VALUE METHOD ...................................20 9 CAPITAL COST ESTIMATES .........................................................................................................24 9.1 Dry Mining, Feed Preparation and Gravity Concentration Capital Cost Estimate ...........................24 A. Description of The Facilities......................................................................................................24 B. Mining and Ore Sands Transport ...............................................................................................24 C. Wet Mill Facilities .....................................................................................................................25 9.2 Mining Estimates .............................................................................................................................25 9.3 Feed Preparation Plant and Wet Mill Capital Cost Estimates ..........................................................27 10 OPERATING COST ESTIMATE .....................................................................................................28 10.1 Mining Costs..................................................................................................................................28 10.2 Feed Preparation and Wet Gravity Mill Estimate ..........................................................................28 10.3 Dry Mill Cost Estimate ..................................................................................................................28 10.4 Mine Waste and Stripping .............................................................................................................28 10.5 Environmental Considerations .......................................................................................................28 10.6 Recent Information Developed in December 2000 and January 2001 ...........................................29 REFERENCES ............................................................................................................................................30 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study 1 GENERAL INFORMATION Mineral Commodities Ltd, (MCL), has commissioned Dover Consultants Pty Ltd, (Dover), to prepare a valuation of heavy mineral sand Prospecting Permit 7/2000, (the Xolobeni Heavy Mineral Sands Prospect), in the Bizana District in the Transkei region of the Eastern Cape Province of the Republic of South Africa. This document is the fourth of a series that Dover has carried out over time on this prospect. Dover has previously conducted studies of Exploration Lease 4/99, (as the property was preliminarily known), for Transworld Energy and Minerals Resources (SA) (Proprietary) Limited, (TEM), and Mineral Commodities. The first of these studies was published in September 1999 and consisted of a status of the tenement, location, geology, exploration chronology, mineralisation and future exploration plans. The second study provided a valuation of the Xolobeni Heavy Minerals Prospect, based on the RGC 1996–97 drilling program and was published in May 2000. The third, published in February 2001, provided an updated valuation based on the September 1999 report and May 2000 valuation, but was updated to include the drilling which was carried out between July and October 2000 and the subsequent analytical work performed by RBM’s commercial laboratory facility on those drilling samples in January 2001. This valuation also differed from that of May 2000 due to strengthening of heavy mineral sands markets caused by forced plant closures and improved long term demand forecasts, and the exchange rate of AUD$ 1.00 to US$0.56 which was used for that study. Although the Australian dollar was being quoted at rates somewhat lower than the above noted exchange rate at the time of the February study, the rate used was considered sound based on long term exchange rate trends. In the meantime the Australian dollar has plunged to record lows and it is now unclear whether the present rates of less than US$0.50 signal a new exchange rate paradigm or whether this is only a short term fall before returning to long term trend rates. Dover knows of no authoritative agency which is providing reliable exchange rate forecasts in the face of today’s volatility. Dover also notes that with the project being located in South Africa, the owners located in Australia and the product subject to US Dollar variations that the issue of exchange rates needs to be approached with caution. For instance, capital costs, labour and fuel costs, all major elements are costed in SA Rand, sales are in US Dollars and profits repatriated to AUD. We also note that the Rand : AUD exchange rates have both been falling against the USD. Dover Consultants Pty Ltd page 3 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study For these reasons, Dover has chosen use the exchange rate previously quoted in our February report which was a rate of AUD$ 1.00 to US$0.56 for this study. However, we recognise that the recent rate falls have a profound affect on valuations so from time to time in this study we use this rate for reference and to allow readers to appreciate the degree of conservatism that the higher rate provides should the lower rate prevail over time. The February 2001 study was noted as being based on 1988-1992 reports by Richards Bay Minerals, (RBM), and the 1996/1997 works by Renison Goldfields Consolidated, (RGC) and TEM’s 2000 work. The conclusions of those reports were accepted by Dover based on the reputations of the authors but without recourse to the base data upon which the conclusions were developed. As a direct result enquires were made and extensive drill hole assays of THM and VHM suites were found. This has enabled our independent analysis and review of the RBM and RGC findings, which slightly alters our views from their previously accepted findings. The effect of these reviews has been that the resource estimates contained herein meet Australian JORC standards and the Valmin Code as set down by the AusIMM. The major author of this valuation is a fellow of the AusIMM and is a competent person as defined by the AusIMM code, and the ASX guidelines, and is an Accredited Chartered Professional in the classifications of “Geology” and “Management” and has extensive experience in heavy mineral sand exploration, mining, processing, and marketing in North America, South America, Australia, Southeast Asia, and Africa. He has visited the area covered by this report while conducting and supervising exploration and development work for another client. Neither the authors nor any employee or associate of Dover Consultants have any financial interest or equity in the project, and payment for this work is not dependant upon the subsequent sale or development of this project for the client’s financial gain. Dover Consultants Pty Ltd page 4 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study 2 SUMMARY A. Location and Resources The Xolobeni heavy mineral sand deposits are located on the southeast coast of the Republic of South Africa in the Transkei region of the Eastern Cape Province, approximately 200 km south of Durban. The Xolobeni deposit consists of a series of coastal dune blocks dissected by rivers and streams into five sub-deposits. The area of interest is covered by Prospecting Permit 7/2000, which extends along the coast some 22 km from the Mzamba River on the north, to the Mtentu River on the southern boundary. The width varies from 11/2 km to 2 km from the high tide line inland and covers some 3,300 HA. (See Map 1, Xolobeni Prospect Location Plan, following on Page 6). Intermittent exploration activities have been undertaken in this area since 1965 with the most recent drilling campaigns completed in October 2000. As detailed later in this report we conclude that the area contains an Inferred Resource of 88 million tonnes of sands at a grade of 10.0% heavy mineral, (THM), content containing some 8.8 million in situ tonnes of heavy mineral concentrate. This Inferred Resource has been determined using a cut off grade of 4 percent heavy mineral (+2.98 Sg) content. Details are illustrated in summary table found on page 12 and 13 following. We note that we have also assessed the property utilizing a cut off grade of 2 percent THM. This results in finding 149 million tonnes of sands containing 10.6 million tonnes of THM. While this resulted in increased quantity of valuable heavy minerals, (THM), the grade of Valuable Heavy Minerals, (VHM), reduced which results in higher operating costs per tonne of product sold. We therefore have not chosen to use this tonnage as a basis of our valuation. However, it is likely that the optimum cut off grade is between 2 and 4% THM. In the future, after more in fill drilling has been carried out and mine optimisation studies carried out we are confident that more than 8.8 million tonnes of THM will be identified. Dover Consultants Pty Ltd page 5 of 31 Printed 9/03/16 Mineral Commodities Ltd Dover Consultants Pty Ltd Xolobeni HMS Prospect Valuation Study page 6 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study B. Valuation of Methods and Results 1. Methods Dover Consultants considers that there are two valuation methods suitable for valuing the Xolobeni Heavy Minerals Prospect. The first of these is based on the in situ value of the minerals in the ground using values recognised by major international owners and operators of mines and processing plants in the industry. The second is through calculation of Net Present Value (NPV), derived from financial modeling using estimated operating and capital costs and financing modeling inputs. The client has nominated that Dover’s valuation should be for a mining and processing operation through a wet mill producing a concentrate suitable for further processing through a dry mill by others. Our evaluation is based on this convention. The in situ method is one employed by two large multinational heavy mineral sand mining and TiO2 pigment producers and values the economic minerals in the ground at US$0.45 per tonne of valuable heavy minerals (VHM). 1A. Valuation with US$0.56 Exchange Rate When the in situ value of US$0.45 per tonne of VHM is converted to AUD$0.81, an in situ evaluation of AUD$3.9 million results. The NPV method yields a value of AUD$16.0 million. We believe that these values are suitable for valuing Xolobeni on an international basis. We note that the financial model valuation is based on conservative inputs and methodology such as using 100% equity rather than some gearing through debt vehicles. We are encouraged that the two methods provide valuations well within the same order of magnitude. If an optimised cut off grade were adopted it is certain that the in situ valuation would rise while the NPV valuation would fall. It has been pointed out to us that there have been several mineral sands developments changing hands in Australia, which places a market value that should be considered. In most cases these developments have changed hands at values considerably higher than the in situ valuation prescribed above. The values have been closer to the NPV valuation we have determined herein. Dover Consultants Pty Ltd page 7 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study We recognise several reasons that historical prices paid within Australia are higher than the prices expected by the international producers. We are confident that the value of the Xolobeni heavy minerals prospect is bracketed in the range of AUD$3.9 to $16.0 million. Based on the historical prices paid within Australia and the likelihood of additional THM being proved and a considerable up-side if exchange rates remain as currently found, we endorse a mid value of AUD$10 million as the most likely fair value of the prospect at this stage of the project development and when the US$0.56 exchange rate is considered and for dealings between two Australian companies. 1B. Valuation with US$0.50 Exchange Rate When the in situ value of US$0.45 per tonne of VHM is converted to AUD$0.90, an in situ evaluation of AUD$4.3 million results. Using the NPV method yields a value of AUD$34 million. The mid range of these two values without bias of the in situ value provides mid range value of AUD$19 million when the US$0.50 exchange rate is considered. Dover does not endorse such a valuation but provides the information so that readers can benefit by the analysis and judge the degree of conservatism inherent in our endorsed valuation. Dover Consultants Pty Ltd page 8 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study 3 MINERAL RESOURCE CLASSIFICATION In developing the in situ resource estimates Dover has taken due consideration of drill hole spacing and the location of the drill holes relative to topography, drainage streams, coastline shape and ocean currents. Assay information from over 150 drill holes was assessed of which 146 holes were judged to contain suitable resource materials. Some drill data was disregarded due to either heavy mineral grades being too low or slimes content too high. Heavy mineral cut off grades of 2 and 4 percent were considered as was a maximum slimes content of 25 percent. Individual slimes assays of between 25 and 40 percent were considered and included on a case by case basis depending on their either carrying very high mineralisation and being able to be combined with lower slimes from adjacent assays. Intermediate drill hole data was weight averaged in order to find individual drill hole mineralisation and isopachs developed linking drill holes with similar grades and mineralisation depths. The isopachs showed good correlation with terrain, drainage, coastal and current information and showed a logical pattern for the overlaying of the mineral sands. This geological assessment lends good weight to the purely statistical findings from which the resource was determined. In addition, Dover took cognisance of industry standards for mineral resource classification, which is reproduced in the table below. This information along with the geological assessment was used to develop the area surrounding drill holes, which would be ascribed as being influenced by the drill hole data. RESOURCE CLASSIFICATION Measured Indicated Inferred Drill Line Spacing 100-200 m 300-700 m 800-1250 m Hole Spacing 10-20 m 40-50 m 100-300 m Mine Planning * Line Spacing 100-200 m Hole Spacing 10-20 m * E I Dupont * Iluka 33 m line spacing 5-10m hole spacing 10-20 m hole spacing *Tiwest 10-20 hole spacing Dover Consultants Pty Ltd page 9 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study Terra Search, a Perth, WA based geological group was utilised to develop drill sections and block plans. This data was then converted to spreadsheet format for determination of the THM and VHM suites. Based on this information a resource of 149 million tonnes containing 7.2% THM was determined when a cut off grade of 2% was used. However, the Inferred Resource reported herein is determined to be 88 million tonnes containing 10.0% THM when the cut off grade of 4% is used. Details of this Inferred Resource are shown as follows: RESOURCE AREA Kwannana TONNES ORE SAND 51.73 million GRADE IN % HM TONNES HM 10.45 5.40 million Sikombe 19.74 million 10.16 2.01 million Mnyameni 15.0 million 8.92 1.33 million Mpahlane 1.45 million 4.60 .07 million 87.88 million 10.03 8.81 million Total Recovered VHM is calculated as follows based on the mineralogy reported by RGC and RBM and assessed by ourselves. MINERALS % OF H.M IN SITU TONNES RECOVERY % RECOVERED TONNES ILMENITE 45.95 4.05 million 87.9 3.56 million LEUCOXENE 3.60 .32 million 54.2 .17 million RUTILE 2.57 .23 million 76.0 .17 million ZIRCON 2.50 .22 million 73.9 .16 million VHM 54.61 4.82 million Dover Consultants Pty Ltd page 10 of 31 4.07 million Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study 4 AREA DRILLING Details of the areas explored and their relationship to one another and to other land features is shown in the map found on page 6. Details of drill hole data used for our resource estimate and the assay data on both a hole by hole basis and by areas is contained in the spreadsheets contained herein. Dover Consultants Pty Ltd page 11 of 31 Printed 9/03/16 Mineral Commodities Ltd Dover Consultants Pty Ltd Xolobeni HMS Prospect Valuation Study page 12 of 31 Printed 9/03/16 Mineral Commodities Ltd Dover Consultants Pty Ltd Xolobeni HMS Prospect Valuation Study page 13 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study 5 INFORMATION SOURCES 5.1 Product Value Calculations The value of the economic minerals, VHM, recoverable is based on current mineral prices FOB mine site or port site for bulk shipments under existing contracts. Prices have firmed up since September 1999 and have shown a marked increase in the price of titanium minerals; ilmenite, rutile, and leucoxene, used as feed stock for titanium pigment manufacturing. Spot prices for the economic mineral products are some 10-15% higher than bulk contract prices but represent less than 20% of the total market volume. The prices used in this report represent January 2001 prices for bulk shipments FOB mine site. Price information was obtained from the December 2000 issue of the Mineral Sands Report, the November 1999 Macquarie Equities Limited resources report “Mineral Sands – Opportunity Beckons”, the November and December issues of Mineral Price Watch 2000 the Ord Minnett research report of May 1999 on “Global Mineral Sands Fundamentals and Prospects”, Mineral Sands Price Watch Issues for December 2000 and January and February 2001 and private discussions with two producers of mineral sands products in February 2001. The prices of final dry mill products used throughout this report are as follows, and reflect current bulk contract prices. Product AUD$/t (w/exchange rate of US$0.50) 155.00 AUD$/t (w/exchange of US$0.56) 200.00 180.00 Rutile 785.00 700.00 Zircon 615.00 550.00 Ilmenite and Altered Ilmenite* Leucoxene 140.00 In the following sections of this report the ilmenite and altered ilmenite product is referred to as “ilmenite”. The value of products used in the table above have increased since our May 2000 study due to the following events: The new BHP Beenup heavy mineral mining and processing operations in Western Australia was closed down in 2000 and the plant has been dismantled. Output from this operation had been included in earlier supply/demand and price forecasts. Dover Consultants Pty Ltd page 14 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study Sierra Rutile, the largest single supplier of rutile in the world was scheduled to re open in 2000 but continued strife and substantial damage to the plant has cast serious doubt as to the future of the operation. Strong demand for ilmenite and rutile as feed stock for the chloride and sulfate pigment industry has continued to grow at 3-4% per annum. Zircon demand has remained strong for premium grade and new sources of supply have not kept up with demand. Since our valuation is based on marketing a wet mill concentrate it is necessary that we consider a suitable discount from dry mill products to apply to find the concentrate value. In Dover’s May 2000 study we have used our financial model to determine similar levels of financial return at the wet and dry mill stages and judged that the dry mill prices should be discounted by 33% to find reasonable wet mill prices. This discount has been retained. This results in a weighted average price for wet mill concentrate of $125 per tonne with the US$0.56 exchange rate, ($139 @ US$0.50), being utilised for this study. Dover Consultants Pty Ltd page 15 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study 5.2 Recovery of The Valuable Heavy Minerals (VHM) Recovery of the VHM used is based on the following data and calculations: Tonnes of heavy mineralbearing sands using a 4.0% HM cut off grade (which is approximately 2% TiO2 in situ) 88 million Tonnes of heavy minerals (+2.9 Sg) at a grade of 10.0% weight percent heavy minerals in place. 8.8 million Recovery factors – recovery of the VHM, ie. ilmenite and altered ilmenite, leucoxene, rutile, and zircon is based on an existing heavy mineral operation which is currently mining and processing a similar tonnage of sands with similar percentages of contained heavy minerals and economic heavy minerals. The recovery factors used for this study are shown in the following table. Mining Percent Recovery Wet Mill Dry Mill Overall VHM 97 N/A N/A N/A Ilmenite 97 92.0 98.50 87.90 Leucoxene 97 82.0 68.10 54.17 Rutile 97 87.0 90.00 75.95 Zircon 97 96.5 78.95 73.90 Dover Consultants Pty Ltd page 16 of 31 Printed 9/03/16 Mineral Commodities Ltd 6 Xolobeni HMS Prospect Valuation Study DESCRIPTION OF THE MINING AND PROCESSING OPERATIONS All existing heavy mineral operations are fully integrated from mining through to the production of final economic mineral products. In several cases the degree of integration extends beyond the mineral products to the manufacture of titanium pigment, and even to paint manufacturing which is the largest consumer of TiO2 pigment. In this study, the client has nominated the following conditions: Transworld Energy & Minerals (TEM) is the owner of the mineral lease. A mining contractor will be responsible for all of the mining and rehabilitation activities and will deliver the ore bearing sands to the owner’s feed preparation and wet mill plant. The mining contractor will be responsible for supplying all of the mobile equipment for dry mining, the screening and slurrying facility in the pit, and the pumps and hoses or pipeline to deliver the ore sands to the feed preparation and wet gravity concentration plant (wet mill). This requires the mining contractor to provide the capital for all of the mining activities and facilities through to delivery of the ore sands to the wet mill. The mining contractor will recover all of these direct costs plus his capital costs in the toll price per tonne, which he will charge the mine owner. The mining contractor will be responsible for all rehabilitation and will use the tailings from the wet mill for backfill of the mined-out areas and final grading and rehabilitation. The mine owner will own and operate the feed preparation plant and wet gravity separation mill and be responsible for all capital and operating costs for those facilities. Tailings from the wet mill will be pumped back to stockpiles in the mined-out areas for grading and rehabilitation by the mining contractor. The wet mill tailing line, pumps, and sump will be owned and operated by the mining contractor. The mine owner will sell the wet mill concentrate to others who will then process this concentrate in a dry mill to produce the VHM products: ilmenite, leucoxene, rutile and zircon. The wet mill concentrate will be sold FOB the wet mill. Dover Consultants Pty Ltd page 17 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study 7 VALUE OF HEAVY MINERAL DEPOSITS – IN SITU METHOD One of the methods used by the two large multinational companies, Kerr McGee and E.I. Dupont, to value an undeveloped heavy mineral prospect or deposit is to place a value per tonne of VHM in the ground. This method requires sufficient drilling, analytical, mineralogical, and basic metallurgical data to define an inferred resource. The data on Xolobeni heavy mineral deposits on the Transkei coast of the Republic of South Africa is sufficient to meet the basic requirements for this type of estimate. Those portions of the deposit which have been drilled on a reasonable exploration grid indicates that the deposits contain 88 million tonnes of heavy mineral bearing sands at a grade of 10.0% heavy mineral content. This yields some 8.81 million tonnes of heavy mineral of which the VHM content is 4.8 million tonnes, as shown below: % Tonnes Ilmenite 45.95 4.05 million Leucoxene 3.60 .32 million Rutile 2.57 .23 million Zircon 2.50 .22 million 4.8 million In situ tones VHM In situ VHM heavy minerals are recognised by Kerr McGee and Dupont as having a value of US$0.45 per tonne. This resolves to AU$0.81 and AU$0.90 per tonne of VHM when exchange rates of US$0.56 and US$0.50 to AU$1.00 are used. On the basis of these two values, the Xolobeni prospect is valued at some AU$3.9 million when the USD 0.56 exchange rate is used. This is considered the approximate value of what a knowledgeable integrated heavy mineral mining and titanium pigment manufacturing company would be willing to pay for an undeveloped prospect in a remote location lacking infrastructure and where the political and economical risks are considered acceptable. Dover Consultants Pty Ltd page 18 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study Notwithstanding the value used by the two international companies noted above, Dover acknowledges that higher values have been in recent vogue in Australia. Specifically, Sons of Gwalia have recently acquired 10% equity in BeMax Resources NL on the value of a Murray Basin mineral project. They effectively valued the project at AUD$1.80 per tonne of in situ VHM. We also note other recent experiences for the valuing of Australian mineral sands opportunities that report prices in the order of AUD$2.00 and more per VHM tonne. Dover ascribes these values as containing a premium for Australian share market expectations that are greater than international historical experience would justify. There are two major reasons for this. In some cases the buyer has been an established company wishing to purchase additional resources to extend the life of plants with dwindling raw materials. These circumstances considerably raise the value of individual resources. Our experience also shows a considerable tendency for local markets to sometimes bid share prices upwards on the rumour and expectation and downwards on the reality and fact. However, we note that our valuation should recognise to an extent the exigencies of the present share market in which Mineral Commodities is listed. On this basis we recognise that our in situ rate is presently conservative in the Australian context. We judge that the present local context justifies a market premium of 50 percent or more on the more conservative international experience when the valuation is for purposes of dealings between two Australian companies. We revert to our more conservative valuation when the purposes are for valuing a property in the international context. This enables an in situ valuation of $6 million to be prescribed at this time with the recognition that this valuation is subject to the vagaries of the local share market. Dover Consultants Pty Ltd page 19 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study 8 VALUE OF MINERAL DEPOSIT – NET PRESENT VALUE METHOD Dover consultants has developed its Dover Interactive Operating and Financial Analysis Model, (DIOFAM), to use for analysing projects such as the Xolobeni Prospect which have a close integration of mine and processing operations and financial results. The model has been developed so that mining and operating data can be altered in concert with economic factors such as discount rates, gearing ratios, interest rates and loan terms so as to interactively yield major financial data. One of DIOFAM’s outputs is a calculation of net present value (NPV), which is the most widely used means of valuing assets by financial institutions. Dover Consultants has used DIOFAM to determine the Net Present Value for the Xolobeni Prospect using data described in other sections of this report and bases its NPV derived value of the prospect there from. We enclose a copy of the model, at the end of this section, with the data set preferred by Dover Consultants for this valuation analysis. We believe that the data used represents a conservative approach of the value of the Xolobeni Prospect. The three factors in the model, which most strongly affect the value of the prospect, are gearing levels, NPV discount rate and the value of the wet mill concentrate to be sold. Other factors such as capital costs, operating costs and interest have far less affect on the NPV derived valuation within the levels of accuracy, which we believe apply to our estimates for each. We have chosen to base our valuation on basis of 100% equity (ie.; no debt, zero gearing). We choose this method as it yields a NPV of $16.0 million and IRR of 34%. Using a conservative debt/equity ratio of 60/40 in place of 100% equity raises the NPV to $21.9 million and the IRR to 58%. Dover has chosen to determine NPV based on a discount rate of 20%. We believe this to be realistically conservative for Xolobeni based on its current state of development, its location and market potential. Dover determines the discount rate based on its knowledge of risk factors such as: Geology - The geology of Xolobeni is well documented with little downside risk and some potential for upgrading as further knowledge is added. Process - The processing route chosen is well known and usual to the industry and has very little associated risk. Dover Consultants Pty Ltd page 20 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study Location - South Africa has a well-developed mining legal system, which is well regarded. There is somewhat greater sovereign risk than low risk countries such as the US, Canada and Australia but lower sovereign risk than many. Social - As noted above, there is higher social risk than the most developed countries but lower than many. Costs Both capital and operating costs have been estimated on the basis of well known real project information with associated risks normal for projects at this state of development. On the basis of the above we believe that the risk margin for this prospect warrants a discount rate of 20%. To aid others with the effect of this factor on the NPV we include a graph shown discount rate versus NPV on the next page. The project as described and valued is somewhat unusual in that it is based on marketing the wet mill concentrate. Most such projects carry the wet mill concentrate through dry mill operations before reaching market. The proximity of Xolobeni to existing dry mill operations renders this option possible. However, virtually all product pricing information is based on dry mill product. Dover has chosen to determine a likely price for wet mill product on the basis of modeling Xolobeni in the first instance with the capital and operating costs of a dry mill included. Using information developed for this report including well-recognised dry mill product prices the model determines that the IRR of such a plant would be 23%. Dover considers it reasonable to believe that wet mill concentrate from Xolobeni should yield prices commensurate with maintaining an IRR of 23%. This provides a purchaser of wet mill concentrate for processing through their own dry mill with the same financial return as the owner of the wet mill who sell the wet mill concentrate. This is also consistent with the alternative of installing a dry mill at Xolobeni if such prices did not eventuate. An equivalent IRR for the Xolobeni’s wet mill concentrate is derived when the concentrate price is 67% of established and known dry mill market prices. Dover has also judged the margins for a potential dry mill operator on such a pricing regime and believes them realistic and likely to be suitable. On the basis of the above, DIOFAM evolves an NPV of AUD$16.0 million and an IRR of 27% for Xolobeni Dover Consultants Pty Ltd page 21 of 31 Printed 9/03/16 Mineral Commodities Ltd Dover Consultants Pty Ltd Xolobeni HMS Prospect Valuation Study page 22 of 31 Printed 9/03/16 Mineral Commodities Ltd Dover Consultants Pty Ltd Xolobeni HMS Prospect Valuation Study page 23 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study 9 CAPITAL COST ESTIMATES 9.1 Dry Mining, Feed Preparation and Gravity Concentration Capital Cost Estimate A. Description of The Facilities This option includes dry mining of the ore sands by a contract miner who would deliver the sands via scraper, self-loading pan, and/or truck to the portable preliminary screening plant where the oversize would be screened out and the sands slurried and pumped via a pipeline to the feed preparation plant and wet gravity separation mill. B. Mining and Ore Sands Transport The portable screen plant at the pit would include a grizzly screen to remove rocks, heavily indurated lumps and roots, a large sump for slurrying the ore, and a pumping station and pipeline to pump the ore sand to the feed preparation plant at the gravity separation plant (wet mill) site. Slimes overflow from the ore sands sumps will be pumped to a mined-out area of the deposit where the slimes will be impounded and later recombined with tailings sands during the land reclamation stage. Water for the preliminary screen plant and slurry preparation would be pumped from one of the adjacent rivers or salt water could be pumped from the ocean. High voltage power would be supplied via a portable mine cable land line form a portable sub-station owned or leased by the mining contractor. The slurried sands would be pumped in a 75 cm (30”) line from the portable screen plant at the mine to the feed preparation plant and wet gravity separation mill site. The maximum pumping distance will be 10 km, which will require one booster station. The feed preparation plant and wet gravity mill will be located at the mid point of the deposits, approximately 10 km from either end of the lease, and just off the deposit between the Kwanyana and Mnyameni rivers. This central location will eliminate the need to move the mill and the associated cost and down time required for a move. The mine operator will be required to deliver 1250 tph of ore bearing sands to the wet mill for 8000 hours per annum or for a two-shift operation of 1717 tph for 5850 hours per annum. The mining contractor will be responsible for all of the mining activities, ore screening and pumping plant operations at the pit, including slimes disposal, supply of water and electrical power, and the slurry line form the pit to the wet mill and the Dover Consultants Pty Ltd page 24 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study pipeline carrying tailing sands from the wet mill and subsequent rehabilitation activities. The capital and operating costs of these facilities will be the responsibility of the mining contractor and will be covered in the toll charge per tonne of ore sands delivered to the wet mill. C. Wet Mill Facilities Wet mill operations include screening the incoming slurried ore sands via trommel screens to remove coarse sand, gravel, and fine roots and the undersize will be discharged to the primary feed sump for the wet gravity separation mill. The wet gravity mill consists of two parallel circuits, each of four stages of wet gravity spiral concentration and a final cleaner stage which takes the recleaned concentrate from both circuits to produce a final concentrate of heavy minerals which will go to a hydrocyclone with the solids discharging to the concentrate stockpile for further dewatering. A process flow diagram for a concentrate classification circuit used for our capital cost estimates is enclosed overleaf. (Diagram 1). Portable buildings will be used at the wet mill site for office, laboratory, change house, first aid, lunchroom, and training. 9.2 Mining Estimates The estimated capital costs for the contract miner are based on information provided by an experienced industry contract operator who have extensive current experience in contract mining heavy mineral sands in Australia. Mining fleet consisting of scrapers, self loading pans, dozer, front end loader, haul trucks, road grader, and water truck $8.0 million Screen plant, sump, pumps, one transport pipeline, tailings line and pump, booster station, water supply and sub-station. $7.5 million Sub total Dover Consultants Pty Ltd $15.5 million page 25 of 31 Printed 9/03/16 Mineral Commodities Ltd Dover Consultants Pty Ltd Xolobeni HMS Prospect Valuation Study page 26 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study 9.3 Feed Preparation Plant and Wet Mill Capital Cost Estimates The capital cost estimate for the feed preparation plant and wet gravity separation plant is based on an existing plant recently commissioned. AUD$(000) Site preparation work Owners project management costs Feed preparation plant Freight and shipping Civil, structural, equipment Attritioning and desliming Rougher spiral circuits A&B Mids spiral circuit A&B Cleaner spiral circuits A&B Tailings – pipeline Recleaner spiral circuits A&B Final concentrate circuit Final product storage and handling Process and potable water supply Electrical equipment, MCC, distribution Electric power supply and sub-station Instrumentation Portable buildings, office lab etc. Staff housing and food services Access road Workshop and warehouse Mobile equipment, crane and loader Communication Construction camp and offices Spares and stores 90 160 3,160 1,100 3,416 280 1,530 908 319 1,250 230 279 1,111 1,131 1,829 992 246 546 817 1,029 271 465 142 1,800 300 23,399 Contingency @ 10% Pre-development costs EPCM cost @ 10% Grand Total 2,215 420 2,500 28,534 Dover Consultants Pty Ltd page 27 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study 10 OPERATING COST ESTIMATE 10.1 Mining Costs Based on data supplied by an experienced contractor, who currently conducts large scale heavy mineral sand mining operations in Australia, the operating cost estimate for mining, screening, slurrying, pumping ore sands, and handling wet mill tailings is $2.20/tonne or $3.52/BCM. 10.2 Feed Preparation and Wet Gravity Mill Estimate These costs are based on actual costs of a known operation over the past five years less the above mining costs. The costs have varied from a low of $30.60/tonne to a high of $46.20/tonne. We have chosen to use a cost of $40.60 per tonne of VHM for purposes of this study. 10.3 Dry Mill Cost Estimate Dry mill costs to produce a tonne of VHM product from a similar known operation have varied from a low of AUD$19.90 to a high of AUD$26.25 for the same 5 plus year period. The cost per tonne of final product for the period 1995 through the first quarter of 2000 has averaged $23.19 per tonne. While it is recognised that each VHM product, ie. ilmenite, leucoxene, rutile and zircon, differ in process, the costs are not isolated by process stages and the cost per tonne of each product is the same. We have used $23.19 as the dry mill cost in our calculations. 10.4 Mine Waste and Stripping While reviewing the drill hole data, Dover has taken care to minimise where possible the need to remove and haul to waste mine interburden and stripped soils. Accordingly there is a very low overall ratio of mine waste to resource. The mining costs used in our NPV calculation reflect this situation. 10.5 Environmental Considerations As part of the process of prospect development carried out by TEM , a preliminary environmental assessment was commissioned. A formal report was presented to TEM in June 2000 by GA Botha of the Council for Geoscience of Pietermaritzburg, SA. The Botha report has been studied by Dover Consultants. In our opinion, there are no unusual matters or matters for undue concern raised in the report. Dover Consultants Pty Ltd page 28 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study Dover has taken care that the capital and operating costs used in our NPV determination are adequate to address the usual issues of mineral sands development and operation including the most important issue which is mine reclamation and soil re-planting. 10.6 Recent Information Developed in December 2000 and January 2001 Data from one existing operation and one new operation now commissioning indicates that the above cost estimates are still valid and accurate to plus or minus 15%. Dover Consultants Pty Ltd page 29 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study REFERENCES J.M.T. Barnes, Chief Geologist – 25 January 2001 Richards Bay Minerals Second Progress Report on the Xolobeni Heavy Mineral Sand Project Eastern Cape, Republic of South Africa Dover Consultants Pty Ltd, May 2000 Valuation of the Xolobeni Heavy Mineral Sands Deposits in the TRANSKEI Region of the Eastern Cape, Province of the Republic of South Africa Dover Consultants Pty Ltd September 1999 Report of the Xolobeni Heavy Mineral Sands Deposits in the TRANSKEI Region of the Eastern Cape, Province of the Republic of South Africa Working Report October 1997 RGC – Transworld JV. Xolobeni –South Africa Project Permit No. 6/99 Vol 1 of 1 By R Hunt October 1997 for RGC - Technical Note RGC Subject Xolobeni Mineralogy By P. McGoldrick November 1997 for RGC Preliminary Report on the Xolobeni Heavy Mineral Sands Project Eastern Cape, Province of the Republic of South Africa By Ron Johnson – July 1996 for Simto - Telefax for R Johnson - J. Caruso 14/06/96 Final Report on the Xolobeni Heavy Mineral Deposit District of Bizana Transkei Plans - Location Maps 1 – 3 Xolobeni Project Drill Programmes 1:25,000 - Dune Rehabilitation Brochure General Information Brochure Richards Bay Mineral in Brief The Heavy Mineral Deposits North of Richards Bay RBM Info Dover Consultants Pty Ltd page 30 of 31 Printed 9/03/16 Mineral Commodities Ltd Xolobeni HMS Prospect Valuation Study Xolobeni HMS Project – Oct 2000 Simto Australia Pre-Feasibility Study Proposal for the Xolobeni Heavy Minerals separation Plant X9069 Simto Australia Xolobeni HM Project Budget Estimate on Pilot Processing Work for 50 ton Bulk Sample X9069/1 By Bateman for Simto April 1999. Correspondence - 12 April 30 March 1999 Ord Minnett Securities Limited Video by RGC Dover Consultants Pty Ltd Department of Minerals and Energy, Republic South of Africa Department of Justice Republic of South Africa Advising Tribal Resolution for Ongoing Prospecting and Mining. Research Department – Other Metals Sector- Titanium Minerals May 1999 September 1996 Excursion page 31 of 31 Printed 9/03/16