REPORT FOR THE QUARTER ENDING 30 SEPTEMBER 2008

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ACN 099 883 922 REPORT FOR THE QUARTER ENDING 30 SEPTEMBER 2008 HIGHLIGHTS Huckitta Project, NT Mithril has discovered a nickel-copper prospect on the Harts Range JV of the Huckitta Project called

1 ACN REPORT FOR THE QUARTER ENDING 30 SEPTEMBER 2008 HIGHLIGHTS Huckitta Project, NT Mithril has discovered a nickel-copper prospect on the Harts Range JV of the Huckitta Project called Blackadder. Assays from rock chip samples return 3.8% nickel, 9.6% copper and 1.7 grams/tonne platinum+palladium+gold. Musgrave Barrick Joint Venture, SA Drilling confirms strike continuity of the Mt Alvey platinum-palladium prospect. Assays of rock chip samples from outcropping vanadium bearing titaniferous-magnetite identified over an area of 1700m x 300m returned values up to 0.83% vanadium pentoxide (V 2 O 5 ). Pardoo Nickel Joint Venture, WA Drilling intersected wide zones of nickel, copper and cobalt mineralisation beneath previous drilling at the Highway Deposit. Investments The Company became a substantial shareholder in Bellevue Resources Limited.

2 INTRODUCTION The Company continues to advance its core projects towards discovery and development and recent highlights include the identification of new nickel-copper mineralisation at the Blackadder prospect on the Huckitta Project in the Northern Territory. This is an exciting development for this relatively underexplored region and highlights the potential of the Company s exploration portfolio. Recent volatility on the financial markets in combination with a sharp drop in commodity prices have resulted in a lack of investor confidence in the junior mining sector and capital raising will be challenging for some time. As such, Mithril has adopted an economy budget approach going forward and will look to increase its outside party joint venture contributions to ensure projects are appropriately funded. The company has several core strengths that it can build on this difficult climate and these include: - a new Ni-Cu discovery at Huckitta in the Northern Territory (Blackadder - 3.8%Ni, 9.6%Cu and new mineralisation 1.5km to the northeast) and a dominant exploration land holding in the area (> 5,000 km 2 ); - a leading tenement position in the prospective Musgrave region of South Australia with recent success at Mt Alvey and Deering Hills; - an advanced exploration play at Pardoo, host to the Highway Resource (44.7Mt at 0.3%Ni, 0.1%Cu ); - four active joint ventures sole-funded by BHP Billiton that are managed by Mithril; - a diversified project portfolio with current land holdings in excess of 49,000 km 2 which includes a number of farm-out opportunities; and - an experienced board and exploration team with strong technical and project development skills. CORPORATE Expenditure and Cash At the end of the reporting period, the Company held $1.62 million in cash. During the quarter $1.55 million was spent on exploration activities managed by Mithril of which $1.16 million was net to Mithril. This expenditure was directed towards exploration activities and related administration costs on the projects which are summarised in the Exploration section of this report and depicted in Figure 1. Activities included diamond drilling, assaying, geological mapping, geophysical surveys and geochemical sampling. Investments The Company became a substantial shareholder in Bellevue Resources Limited (ASX: BVE: Bellevue ) after the acquisition of Meridian Minerals Ltd by Bellevue. Mithril was a significant shareholder of Meridian following its decision in 2007 to vend its New South Wales tenements and provide seed capital to Meridian. Mithril now holds 7,925,407 in the combined entity which represents 10.6% of the shares on issue. The company also holds 5,803,030 unlisted options with an exercise price of 20 cents expiring 26 February Bellevue Resources Limited is a gold and base metals exploration company with a highly prospective portfolio of gold and gold-copper projects within the Lachlan Fold Belt in central and southern New South Wales and the world-class Gawler Craton in South Australia. 2

Bellevue also holds the Running River Tin Project which is located 120 kilometres northwest of Townsville in the prospective Kangaroo Hill mineral fields in Queensland and the unexplored northern

3 Bellevue also holds the Running River Tin Project which is located 120 kilometres northwest of Townsville in the prospective Kangaroo Hill mineral fields in Queensland and the unexplored northern extension of the Lachlan Fold Belt into the Thomson Terrane in northern New South Wales. Figure 1: Mithril's Projects (blue) EXPLORATION HUCKITTA (Northern Territory) (Various joint venture interests See Figure 2) The Huckitta Project is located 150km northeast of Alice Springs and is comprised of a number of joint ventures covering some 5,500km 2 of prospective ground (Figure 2). Recent additions during the quarter to the project area consist of the Treasure JV and an exploration licence application (100% Mithril) as detailed in ASX release dated 30 September During the quarter nickel-copper bearing gossans were discovered at the Blackadder Prospect where rock chip assays returned high grade values of up to 3.8% nickel, 9.6% copper and 1.7g/t platinum + palladium + gold. The mineralised horizon was mapped over a strike length of 180m (Figure 3). These gossans are located on the contact between an olivine bearing norite containing blebby and disseminated sulphides and a felsic gneiss. Thin section examination of the blebby and disseminated sulphides confirmed the presence of the nickel bearing sulphide pentlandite. The mineralisation is open in all directions as the prospective contact plunges under sand cover to the east and west. Geological mapping and sampling subsequent to the end of the reporting period have located a number of other mineralised gabbroic bodies including a further two with significant secondary copper and nickel mineralisation identified (confirmed using a handheld XRF unit, assay results are pending). 3

The results from this program will assist in the assessment of the magmatic nickel-copper sulphide

4 Figure 2: Huckitta Project On the Hammer Hill Joint Venture BHP Billiton agreed to fund a Rotary Air Blast (RAB) drilling program targeting prospective magnetic bodies under thin cover. The results from this program will assist in the assessment of the magmatic nickel-copper sulphide potential of the area. This work is planned for the 3 rd quarter (February-March 2009). Figure 3: Blackadder Prospect, NT 4

5 Mithril was awarded $100,000 in drill funding from the Northern Territory Government to drill three diamond holes on the Indiana Project as part of the Government s Bringing Forward Discovery initiative. The proposed drillholes will test copper targets generated from recently completed geophysical, geochemical and geological surveys. Previous drilling and geological mapping in the area by Mithril has identified zones of significant copper sulphide mineralisation. PARDOO (Western Australia) EL45/1866, EL45/2146, PL45/2572 and PL45/2573 Mithril earning up to 65% in tenements held by Segue Resources Ltd The Pardoo Project is located approximately 100km east of Port Hedland along the Great Northern Highway in close proximity to power, rail and port facilities (Figure 4). The project is host to the Highway Resource, a JORC-code compliant inferred mineral resource of 44.7Mt grading 0.3% nickel and 0.1% copper. The four drillhole program that commenced last quarter at Pardoo was completed in July. Of the four, two drillholes were targeted to test the continuity and depth potential of the Highway Resource and two targeted regional geophysical anomalies. The first hole at the Highway Resource was drilled to a depth of 393m while the second, located 200m to the southwest, was drilled to a depth of 333m (Figure 5). After passing through a thin (30m-50m) cover sequence the drillholes intersected basement lithologies including mafic schists, brecciated cherts and laminated metasediments. Analytical results confirm the presence of wide zones of nickel sulphide mineralisation including higher grades of up to 1.8% nickel encountered over one metre intervals. The sulphide content within these intervals typically averages 5-10%. Both drillholes are inclined at 60 degrees (Figures 6 and 7). Significant results are presented in the table below: Hole ID From (m) To (m) Interval (m) Nickel (%) Copper (%) Cobalt (%) DD08HW m 115m 59.7m m 273m 95m including 179m 191m 12m m 252m 44m DD08HW m 272m 84m including 200.5m 259.7m 59.2m In addition, drillhole DD08HW002 intersected a 1.5m interval grading 5.18g/t gold and 1.05% copper at 286.5m downhole. This mineralisation appears to be associated with carbonate-sulphide veining within a metasediment. DD08HW001, drilled 200m to the northeast also encountered gold and copper values at this horizon (1.37 g/t and 0.55% copper over 1m). These results warrant further investigation. The third drillhole (DD08HW003) targeted a strong ground electromagnetic conductor adjacent to a linear magnetic anomaly approximately 3km east-southeast of the Highway Resource and intersected 35m of graphitic shale from 84m which is the likely source of the conductor. No further work is warranted on the target. 5

The drillhole intersected a mafic unit containing approximately 30% magnetite from 32m

6 Figure 4: Pardoo Nickel Project The fourth drillhole (DD08HW004) was targeted on a coincident magnetic and gravity anomaly 3km east and along strike from the Highway Resource. The drillhole intersected a mafic unit containing approximately 30% magnetite from 32m downhole (25m vertical depth) to the end of the hole at a depth of 150m. Figure 5: Drilling at the Highway Resource 6

7 Figure 6: Cross Section 37900E Figure 7: Cross Section 38100E 7

MUSGRAVE PROVINCE (South Australia, Figure 8) Analytical results were received from the two diamond drillholes targeting the easterly projection of the Mt Alvey platinum-palladium ( Pt-Pd )

8 MUSGRAVE PROVINCE (South Australia, Figure 8) Analytical results were received from the two diamond drillholes targeting the easterly projection of the Mt Alvey platinum-palladium ( Pt-Pd ) mineralisation on EL3942. The two holes intersected mafic and ultramafic rocks of the Giles Complex, similar to those that host the Mt Alvey Prospect and returned assays of Pd+Pt from 275m in drillhole MAD1 and 0.70g/t Pt+Pd from 386m in MAD2. The results from this drilling in combination with three drillholes completed by previous explorers at Mt Alvey confirm that the Pt+Pd mineralisation extends over 1.5km and is still open both up and down dip and along strike. Geological mapping and sampling during the quarter identified a zone of outcropping vanadium bearing titaniferous-magnetite over an area of 1700m x 300m on EL Assays from rock chip samples have returned values up to 0.83% vanadium pentoxide (V 2 O 5 ) and a summary of the results are presented in the Figure 9. The outcropping mineralisation overlies a dominantly sand covered large magnetic feature interpreted to represent a mafic intrusion of the Giles Complex. Individual outcrops of magnetite vary in size with lengths and widths up to 200m x 5m. Figure 8: Mithril s Musgrave Tenement Holdings Heritage clearance surveys were successfully completed over EL s 3939 and 3940 facilitating access for geological mapping and geochemical sampling of the extensive Giles Complex rock types located on these tenements. Subsequent to the end of the reporting period geological mapping and geochemical sampling commenced on EL

Analysis by ALS Chemex using Lithium Metaborate Fusion / X-Ray Fluorescence Spectroscopy (XRF) V2O5* - Vanadium analysis by XRF. V2O5 calculated by using a factor of 1.

9 Analysis by ALS Chemex using Lithium Metaborate Fusion / X-Ray Fluorescence Spectroscopy (XRF) V2O5* - Vanadium analysis by XRF. V2O5 calculated by using a factor of Figure 9: Deering Hills Vanadium-Magnetite Prospect CASEY (Northern Territory) EL24646, EL25711, EL25887 and EL25888 Mithril 100% A detailed gravity survey has been completed on the Casey Project. The survey was conducted in partnership with the Northern Territory Geological Survey which collected 2km spaced gravity data over the entire Casey Project as part of their larger Central Arunta Gravity Survey. Mithril chose to close the station spacing to a 1km spacing on the Company s tenements. Gravity surveys map density contrasts and may potentially provide direct targets related to the widespread copper mineralisation that has been identified on the Casey Project to date. These data are currently being processed. SILVER SWAN NORTH JOINT VENTURE (Western Australia) EL27/209 and Mining Leases (ML) 27/ Mithril and BHP Billiton earning 51% in tenements held by FerrAus Limited Ground electromagnetic surveys were completed on priority target areas north and west of Norilsk s Black Swan/Silver Swan mining operation. The preliminary results indicate the presence of a number of conductive targets that may warrant drill testing. Further processing and modelling of the results is in progress. TALIA HILL JOINT VENTURE (South Australia) EL2842 BHP Billiton earning 82% Two reverse circulation (RC) drillholes were completed for a total of 207m targeting two gravity anomalies. The drilling confirmed these anomalies to be sourced by dense mafic 9

10 bodies from ~10m depth containing minor sulphide mineralisation. No indication of an iron oxide copper gold system was identified. Analyses are pending. BYRO JOINT VENTURE (Western Australia) EL09/1401 Mithril earning 70% As a result of the work completed to date at Byro the potential of the area to host a significant nickel sulphide deposit is considered low and during the reporting period Mithril elected to withdraw for the Byro Joint Venture. OTHER PROJECTS There was no significant expenditure or exploration activity to report on the following projects during the quarter: Dominion Joint Venture (South Australia) EL3435, EL3270, EL2778, EL3044 and EL3300 Mithril earning up to 75% in nickel and associated elements Cooper (South Australia) EL3105 Mithril 100% Ceduna Joint Venture (South Australia) EL3697 and EL3794 Toro Energy Limited earning up to 75% - Uranium Minerals Only Barton Joint Venture (South Australia) ELA265/04 Image Resources Earning 70% of mineral sands Andrew Young (Northern Territory) ELA25431 and ELA22504 Mithril 100% Kalli Joint Venture (South Australia) EL3746 and ELA26/03 Iluka earning 51% of mineral sands, Mithril retains other rights 100% Neutral Junction Joint Venture (Northern Territory) EL24253 Mega Uranium Limited earning 80% Bulloo Downs (Western Australia) EL52/1929 Mithril 100% For further information please contact: Graham Ascough - admin@mithrilresources.com.au The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr G L Ascough, who is Managing Director and a full time employee of the Company and a Member of the Australasian Institute of Mining and Metallurgy. Mr G L Ascough has more than 5 years experience which is relevant to the styles of mineralisation and types of deposit under consideration and 10

11 to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr G L Ascough consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. 11

12 1 APPENDIX 5B Mining exploration entity quarterly report MITHRIL RESOURCES LTD ABN Consolidated statement of cash flows Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for (a) exploration and evaluation (b) development (c) production (d) administration 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other - Joint Venture repayments 1.7 Other Net Operating Cash Flows Quarter ended 30-Sep-08 Current quarter Year to date (3 months) $A'000 $A'000 (1,380) (1,380) (165) (165) (1,157) (1,157) Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other (provide details if material) (4) (4) Net Investing cash flows (4) (4) 1.13 Total operating and investing cash flows (carried forward) (1,161) (1,161)

13 Total operating and investing cash flows (brought forward) (1,161) (1,161) Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings Repayment of borrowings 1.18 Dividends paid 1.19 Other (Share issue costs) Net financing cash flows Net increase (decrease) in cash held 1.20 Cash at beginning of quarter / year to date 1.21 Exchange rate adjustments to item Cash at end of quarter Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities 0 0 (1,161) (1,161) 2,782 2,782 1,621 1,621 Current quarter $A' Aggregate amount of payments to the parties included in item Aggregate amount of loans to the parties included in item Explanation necessary for an understanding of the transactions Directors' fees, wages and superannuation for the Quarter Non-cash financing and investing activities 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows Nil

14 3 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest Nil Financing facilities available Amount available $A'000 Amount used $A' Loan facilities 3.2 Credit standby arrangements Estimated net cash outflows for next quarter $A' Exploration and evaluation 495 (Exploration of $0.993M less JV contributions of $0.498M) 4.2 Development - Total 495 Reconciliation of cash Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows. Current quarter $A'000 Previous quarter $A' Cash on hand and at bank 5.2 Deposits at call ,555 2, Bank overdraft 5.4 Other (provide details) - 30 and 60 day term deposits Total: cash at end of quarter (item 1.22) 1,621 2,782 Changes in interests in mining tenements Tenement Nature of interest Interest at Interest at reference beginning end of (note 2) of quarter quarter 6.1 Interests in mining tenements relinquished, reduced or lapsed EL 09/1401 Withdrawn from JV with 0% 0% Brockman Resources Ltd. 6.2 Interests in mining tenements acquired or EL25346 JV with Aluminex 0% 0% increased Resources Limited and Uranium Oil and Gas Limited (Mithril may earn up to 80% by spending $2M). ELA26942 Exploration license 0% 0% application (Mithril 100%).

15 Issued and quoted securities at end of current quarter Preference securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buybacks, redemptions Total number Number Issue price per Amount paid up quoted security (cents) per security (cents) 7.3 Ordinary securities 47,393,000 47,393,000 Fully paid Fully paid 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buybacks 7.5 Convertible debt securities (description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted 7.7 Options (description and conversion factor) Exercise Price Expiry Date 350, cents each 26/11/ , cents each 31/01/ , cents each 16/05/ ,000 30, cents each 40 cents each 31/12/ /05/ , cents each 09/10/ , cents each 09/10/ , cents each 22/01/ , cents each 02/12/ , cents each 17/03/ , cents each 24/03/ , cents each 30/04/ Issued during quarter

16 5 7.9 Exercised during quarter 7.10 Cancelled during quarter 500, cents each 25/09/ Debentures (totals only) 7.12 Unsecured notes (totals only) Compliance statement 1.0 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4). 2.0 This statement does give a true and fair view of the matters disclosed. Sign here:.. Date: 30 Oct 2008 Company Secretary Print name: DONALD STEPHENS.. Notes 1.0 The quarterly report provides a basis for informing the market how the entity's activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report. 2.0 The "Nature of interest" (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities. 4.0 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report. 5.0 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

QUARTERLY ACTIVITIES REPORT. For the period ended 30 June 2014

QUARTERLY ACTIVITIES REPORT. For the period ended 30 June 2014 31 July 2014 QUARTERLY ACTIVITIES REPORT For the period ended 30 June 2014 COMPANY OVERVIEW Regalpoint Resources Limited was formed to utilise the best available science to explore the Australian continent