The Offer Documents are important and require your immediate attention.

If you are in any doubt as to how to deal with them, you should consult your investment dealer, stockbroker, bank manager, accountant, lawyer or other professional advisor. This Offer has not been approved or disapproved by any securities commission or similar authority nor has any securities commission or similar authority passed upon the fairness or merits of this Offer or upon the accuracy or adequacy of the information contained in the Offer Documents. Any representation to the contrary is an offence. The Offer Documents do not constitute an offer or solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful.

December 15, 2011

OFFER TO PURCHASE FOR CASH

By

Urion Mining International B.V.

a wholly-owned indirect subsidiary of

Trafigura Beheer B.V.

all of the issued and outstanding Registered Shares of

Iberian Minerals Corp.

not already held by Trafigura Beheer B.V. or its affiliates at a price of Cdn$1.10 per Registered Share
Urion Mining International B.V. (the Offeror), a wholly-owned indirect subsidiary of Trafigura Beheer B.V. (Trafigura), hereby offers (the Offer) to purchase, at a purchase price of $1.10 in cash per share (the Offer Price), on and subject to the terms and conditions of the Offer, all of the issued and outstanding registered shares (the Registered Shares) of Iberian Minerals Corp. (Iberian), including any Registered Shares that may become issued and outstanding after the date of this Offer and prior to the Expiry Time (as defined below) upon the exercise of options or any other rights to acquire Registered Shares, other than Registered Shares owned, directly or indirectly, by Trafigura and its affiliates. Trafigura currently owns, directly or indirectly, 219,280,519 Registered Shares, or approximately 47% of the issued and outstanding Registered Shares. THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 8:00 P.M. (TORONTO TIME) ON JANUARY 23, 2012 (THE EXPIRY TIME), UNLESS WITHDRAWN OR EXTENDED. Trafigura has entered into a lock-up agreement dated November 16, 2011 (the Lock-Up Agreement) with Hedgehog Capital LLC, Drakanea Management Limited, all of the directors and certain senior officers of Iberian (collectively, the Locked-Up Shareholders) pursuant to which each Locked-Up Shareholder, subject to certain limited exceptions, has irrevocably agreed to deposit and not withdraw its and its affiliates Registered Shares under the Offer as well as any Registered Shares that may be issued upon exercise of certain Convertible Securities. As at November 16, 2011, the Registered Shares beneficially owned, in aggregate, by the Locked-Up Shareholders including Registered Shares issuable on exercise of Convertible Securities (as defined herein), and subject to the Lock-Up Agreement, represent approximately 17% of the Registered Shares on a fully-diluted basis. See Section 6 of the Circular, The Lock-Up Agreement. The Board of Directors of Iberian (the Iberian Board), (with the directors nominated by Trafigura abstaining) after consultation with its financial and legal advisors, and on receipt of a recommendation from its special committee (the Special Committee), and on receipt of the Valuation (as defined herein) and the Fairness Opinion (as defined herein) has UNANIMOUSLY DETERMINED that the Offer is in the best interests of Iberian and the holders of Shares (the Shareholders) other than Trafigura and, accordingly, the Iberian Board (with the directors nominated by Trafigura abstaining) UNANIMOUSLY RECOMMENDS that Shareholders ACCEPT the Offer and DEPOSIT their Registered Shares under the Offer. Trafigura and Iberian entered into a pre-acquisition agreement on November 16, 2011 (the Pre-Acquisition Agreement) pursuant to which, among other things, Trafigura has agreed to make the Offer through the Offeror and Iberian has agreed, subject to certain

limited exceptions, to support the Offer and not solicit any competing acquisition proposals. See Section 5 of the Circular, The PreAcquisition Agreement. Cormark Securities Inc. (Cormark Securities), an independent investment banking firm and valuator, was retained by the Special Committee to prepare and deliver a formal valuation (the Valuation) of the Registered Shares as prescribed by Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions (MI 61-101). In the opinion of Cormark Securities, subject to the assumptions and qualifications set out in the Valuation, the fair market value of each Registered Share as at November 16, 2011 was in the range of $1.05 and $1.25. In addition to the Valuation, Cormark Securities has delivered to the Iberian Board a fairness opinion confirming that the Offer is fair, from a financial point of view, to the Shareholders other than Trafigura. See Section 8 of the Circular, Valuation and Fairness Opinion. The Offer is subject to certain conditions, including, without limitation, that there shall have been validly deposited under the Offer and not withdrawn that number of Registered Shares which constitutes at least 66% of the outstanding Registered Shares not owned by the Offeror and that the Lock-Up Agreement shall have been complied with and not terminated. These conditions and the other conditions of the Offer are described under Section 4 of the Offer, Conditions of the Offer. The purpose of the Offer is to enable the Offeror to acquire all outstanding Registered Shares. Iberian continued under the laws of Switzerland on June 10, 2009. Pursuant to applicable Swiss law, the Offeror intends to complete a Second Stage Transaction (as defined herein) provided the Offeror acquires sufficient Registered Shares through the Offer. In the event the Offeror fails to acquire sufficient Registered Shares to permit an immediate Second Stage Transaction, the Offeror intends to pursue other strategies that will ultimately result in the privatization of Iberian. See Section 11 of the Circular, Acquisition of Registered Shares Not Deposited Under the Offer. The Registered Shares are listed for trading on the TSX Venture Exchange (TSXV) under the symbol IZN. The intention to make the Offer was announced on November 17, 2011. The Offer Price represents a premium of approximately 39% over the closing price of the Registered Shares on the TSXV on November 16, 2011, the last trading day prior to the public announcement by the Offeror of its intention to make the Offer. On November 16, 2011, the last trading day prior to the announcement by the Offeror of its intention to make the Offer, the closing price of the Registered Shares on the TSXV was $0.79. The Offeror has engaged Computershare Investor Services Inc. to act as depositary (the Depositary) under the Offer. Shareholders wishing to accept the Offer must properly complete and duly execute the accompanying Letter of Transmittal (which is printed on GREEN paper) or a (manually executed facsimile thereof) and deposit it, together with certificate(s) representing their Registered Shares and all other documents required by the Letter of Transmittal at or prior to the Expiry Time at the office of the Depositary in Toronto, Ontario, all in accordance with the transmittal instructions in the Letter of Transmittal or should instruct their broker, investment dealer, bank, trust company or other nominee to effect the transaction on their behalf. Alternatively, Shareholders may accept the Offer by: (1) following the procedures for book-entry transfer of Registered Shares set forth in Section 3 of the Offer, Manner of Acceptance Book-Entry Transfer; or (2) following the procedures for guaranteed delivery set forth in Section 3 of the Offer, Manner of Acceptance Procedure for Guaranteed Delivery, using the accompanying Notice of Guaranteed Delivery (which is printed on YELLOW paper) or a manually executed facsimile thereof, where the certificate(s) representing the Registered Shares are not immediately available, or if the certificate(s) and all of the required documents cannot be provided to the Depositary before the Expiry Time. Persons whose Registered Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing their Registered Shares to the Offer. Shareholders should be aware that the Offeror or its affiliates may bid for or purchase securities otherwise than under the Offer, such as in open market purchases, subject to applicable Canadian securities laws and any other applicable securities laws. See Section 12 of the Offer, Market Purchases of Registered Shares. No broker, dealer, salesperson or other person has been authorized to give any information or make any representation other than those contained in this document and, if given or made, such information or representation must not be relied upon as having been authorized by the Offeror, Trafigura or the Depositary. This document does not constitute an offer or a solicitation to any Person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from, or on behalf of, Shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the Laws of such jurisdiction. However, the Offeror or its agents may, in the sole discretion of the Offeror, take such action as the Offeror may deem necessary to extend the Offer to Shareholders in any such jurisdiction. Shareholders should not construe the contents of the Offer and the Circular as legal, tax, financial or other advice and should consult with their own professional advisors as to the relevant legal, tax, financial or other matters in connection therewith.

Questions regarding the Offer and requests for assistance in depositing Iberian Shares may be directed to Georgeson Shareholder Communications Canada Inc. (the Information Agent) or to the Depositary at their respective addresses and telephone numbers set forth below and on the last page of the accompanying circular forming part of the Offer (the Circular). Additional copies of the Offer and the Circular may be obtained without charge on request from the Information Agent or the Depositary at their offices as set forth below and on the last page of the Circular.

The Depositary for the Offer is:

By mail:

By registered mail, hand or by courier:

Computershare Investor Services Inc. Computershare Investor Services Inc. Computershare Investor Services Inc. Toll-Free (North America) 100 University Avenue, 9th floor P.O. Box 7021 Toronto, Ontario, Canada 1-800-564-6253 31 Adelaide Street E M5J 2Y1 Overseas: 1-514-982-7555 Toronto, Ontario, Canada Email: corporateactions@computershare.com Attention: Corporate Actions M5C 3H2 Attention: Corporate Actions

The Information Agent for the Offer is:

Georgeson Shareholder Communications Canada Inc. Toll-Free (North America) 1-866-374-0472 Outside North America: 1-781-575-2168 Email: askus@georgeson.com

NOTICE TO SHAREHOLDERS IN THE UNITED STATES The Offer is made for the securities of a Swiss company which is listed for trading on a Canadian stock exchange. This Offer is being made in reliance upon the exemption from U.S. tender offer regulation under Section 14(e) and Regulation 14E under the Securities Exchange Act of 1934, as amended (the Exchange Act), provided by Tier II, i.e., Rule 14d-1(d) and related rules in Regulation 14E under the Exchange Act. Consequently, many of the protections afforded by Section 14(e) and Regulation 14E under the Exchange Act will not apply to the Offer. Additionally, the Offer is subject to Canadian disclosure requirements which are different from those of the United States. The enforcement by Shareholders of civil liabilities under United States federal or state securities laws may be adversely affected by the fact that Iberian is a corporation continued under the laws of Switzerland, Trafigura is a company existing under the laws of the Netherlands, the Offeror is a company existing under the laws of the Netherlands and that all of their respective officers and directors are residents of jurisdictions outside of the United States and that all or a substantial portion of the assets of the Offeror and Trafigura and of the above mentioned persons may be located in jurisdictions outside of the United States. Shareholders may not be able to sue the Offeror or Trafigura, or their respective officers or directors, as applicable, in a foreign court for violations of United States securities law. It may be difficult to compel the Offeror, Trafigura and their affiliates to subject themselves to a United States courts jurisdiction. THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY IN CANADA OR THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY UNITED STATES STATE SECURITIES COMMISSION NOR HAS ANY SECURITIES REGULATORY AUTHORITY IN CANADA OR THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY UNITED STATES STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. CURRENCY AND EXCHANGE RATES All dollar references in the Offer and the Circular are in Canadian dollars, unless otherwise indicated. INFORMATION CONCERNING IBERIAN The information concerning Iberian contained in the Offer and the Circular has been taken from, or is based solely upon, information provided to the Offeror by Iberian or publicly available documents or records on file with Securities Regulatory Authorities and other public sources at the time of the Offer. Although neither the Offeror nor Trafigura has any knowledge that would indicate that any statements contained herein relating to Iberian taken from or based upon such documents and records are untrue or incomplete, neither the Offeror, Trafigura, nor any of their respective officers or directors assumes any responsibility for the accuracy or completeness of the information relating to Iberian or for any failure by Iberian to disclose events that may have occurred or may affect the significance or accuracy of any such information. Unless otherwise indicated, information concerning Iberian is given as of December 15, 2011. STATEMENTS REGARDING FORWARD-LOOKING INFORMATION Certain statements contained in the accompanying Offer Documents, including statements made in the Circular under Section 3, Background to the Offer and Reasons to Accept the Offer, Section 4, Purpose of the Offer and Plans for Iberian, Section 11, Acquisition of Registered Shares Not Deposited Under the Offer and Section 15, Source of Funds, in addition to certain statements contained elsewhere in the Offer and Circular, are forward-looking statements or forward-looking information and are prospective. Forward-looking statements are not based on historical facts, but are rather current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as plans, expects or does not expect, is expected, budget, scheduled, estimates, forecasts, intends, targets, anticipates or does not anticipate, or believes, or variations of such words and phrases or state that certain actions, events or results may, could, would, might or will be taken, occur or be achieved. Forward-looking statements are based on estimates and assumptions made by the Offeror and Trafigura in light of their experience and their perception of historical trends, current conditions and expected future developments, as well as other factors that the Offeror and Trafigura believe are appropriate in the circumstances, including their expectations of the timing, and the terms and benefits of the proposed acquisition. Many factors could cause the actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, general business and economic conditions; the failure to meet certain conditions of the Offer; claims asserted against the Offeror or Trafigura; the Second Stage Transaction, as applicable; and legislative and/or regulatory changes or actions. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements contained in the Offer and Circular. The Offeror and Trafigura disclaim any intention or obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or other circumstances, except to the extent required by applicable law.

While the Offer is being made to all Shareholders on the books of Iberian, this document does not constitut e an offer or a solicitation to any Person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made t o, nor will deposits be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer to Shareholders in any such jurisdiction.

TABLE OF CONTENTS GLOSSARY ............................................................................................................................................................................. 1 SUMMARY .............................................................................................................................................................................. 6 OFFER.................................................................................................................................................................................... 10 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. THE OFFER ............................................................................................................................................................... 10 TIME FOR ACCEPTANCE ....................................................................................................................................... 10 MANNER OF ACCEPTANCE .................................................................................................................................. 11 CONDITIONS OF THE OFFER ................................................................................................................................ 15 EXTENSION, VARIATION OR CHANGE IN THE OFFER OR CIRCULAR ......................................................... 16 TAKE UP AND PAYMENT FOR DEPOSITED REGISTERED SHARES ............................................................... 17 RIGHT TO WITHDRAW DEPOSITED REGISTERED SHARES ........................................................................... 18 RETURN OF REGISTERED SHARES ..................................................................................................................... 19 CHANGES IN CAPITALIZATION, DIVIDENDS, DISTRIBUTIONS AND LIENS ............................................... 19 MAIL SERVICE INTERRUPTION ........................................................................................................................... 20 NOTICE ..................................................................................................................................................................... 20 MARKET PURCHASES OF REGISTERED SHARES ............................................................................................. 21 OTHER TERMS ......................................................................................................................................................... 21

CIRCULAR ............................................................................................................................................................................ 23 THE OFFEROR AND TRAFIGURA ......................................................................................................................... 23 IBERIAN .................................................................................................................................................................... 23 BACKGROUND TO THE OFFER AND REASONS TO ACCEPT THE OFFER ..................................................... 25 PURPOSE OF THE OFFER AND PLANS FOR IBERIAN ....................................................................................... 26 THE PRE-ACQUISITION AGREEMENT ................................................................................................................ 27 THE LOCK-UP AGREEMENT ................................................................................................................................. 35 RECOMMENDATION OF THE IBERIAN BOARD ................................................................................................ 37 VALUATION AND FAIRNESS OPINION ............................................................................................................... 38 ACCEPTANCE OF THE OFFER............................................................................................................................... 41 CONVERTIBLE SECURITIES ................................................................................................................................. 41 ACQUISITION OF REGISTERED SHARES NOT DEPOSITED UNDER THE OFFER ......................................... 41 REGULATORY MATTERS ...................................................................................................................................... 44 OWNERSHIP OF AND TRADING IN SECURITIES OF IBERIAN ........................................................................ 44 ARRANGEMENTS, COMMITMENTS OR UNDERSTANDINGS ......................................................................... 44 SOURCE OF FUNDS................................................................................................................................................. 45 EFFECT OF THE OFFER ON MARKETS AND LISTINGS .................................................................................... 45 OTHER MATERIAL FACTS .................................................................................................................................... 45 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS .............................................................. 46 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ..................................................... 48 CERTAIN SWISS TAX CONSIDERATIONS .......................................................................................................... 50 DEPOSITARY ........................................................................................................................................................... 51 BENEFITS OF THE OFFER ...................................................................................................................................... 51 EXPENSES OF THE OFFER ..................................................................................................................................... 51 LEGAL MATTERS .................................................................................................................................................... 51 STATEMENT OF RIGHTS ....................................................................................................................................... 51 APPROVAL OF OFFER AND TAKE-OVER BID CIRCULAR ............................................................................... 51

CONSENT OF COUNSEL ................................................................................................................................................... 52 CONSENT OF VALUATOR ................................................................................................................................................ 53 APPROVAL AND CERTIFICATE OF URION MINING INTERNATIONAL B.V. ..................................................... 54 APPROVAL AND CERTIFICATE OF TRAFIGURA BEHEER B.V. ............................................................................ 55 SCHEDULE A VALUATION OF CORMARK SECURITIES INC.

(i)

GLOSSARY This Glossary forms part of the Offer Documents. In the Offer, Circular, Letter of Transmittal and Notice of Guaranteed Delivery, the following terms shall have the meanings set forth below, unless the subject matter or context is inconsistent therewith or such terms are otherwise defined in the Offer or Circular: Acquisition Proposal means a proposal or offer by any Person (other than the Offeror, Trafigura or any Person acting jointly or in concert with the Offeror or Trafigura), whether or not subject to conditions and whether or not in writing or by public announcement, to acquire in any manner, directly or indirectly, beneficial ownership of the assets of Iberian or any subsidiary of Iberian representing 20% or more of the assets of Iberian and its subsidiaries on a consolidated basis or to acquire in any manner, directly or indirectly, beneficial ownership of, or control or direction over, more than 20% of the outstanding Registered Shares, whether by means of an arrangement or amalgamation, a merger, consolidation or other business combination, a sale of shares or assets, a take-over bid, tender offer or exchange offer, or any other transaction involving Iberian or any subsidiary of Iberian, including, without limitation, any single or multi-step transaction or series of related transactions structured to permit such Person to acquire beneficial ownership of more than 20% of the assets of Iberian and its subsidiaries on a consolidated basis or to acquire in any manner, directly or indirectly, more than 20% of the outstanding Registered Shares (other than the transaction contemplated by the Pre-Acquisition Agreement); affiliate has the meaning ascribed thereto in the Securities Act (Ontario), as amended; Agents Message means a message transmitted through electronic means by DTC in accordance with the normal procedures of DTC and the Depositary to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgement from the participant in DTC depositing the Registered Shares which are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal as if executed by such participant, and that the Offeror may enforce such agreement against such participant; associate has the meaning ascribed thereto in the Securities Act (Ontario), as amended; Book-Entry Confirmation means confirmation of a book-entry transfer of the Shareholders Registered Shares into the Depositarys account at CDS or DTC, as applicable; Business Day means any day excepting a Saturday, Sunday or statutory holiday in Toronto, Ontario, Canada; Seville, Spain or Geneva, Switzerland; CDS means CDS Clearing and Depository Services Inc. or its nominee (which is, at the date hereof, CDS & Co.); CDSX means the CDS on-line tendering system pursuant to which book-entry transfers may be effected; Circular means the take-over bid circular accompanying the Offer and forming part hereof; Convertible Securities means all outstanding Options, Warrants or other rights to purchase or acquire Registered Shares; Cormark Securities means Cormark Securities Inc., retained by the Special Committee on October 26, 2011 as an independent valuator to prepare a formal valuation of the Registered Shares pursuant to MI 61-101 and as financial advisor to prepare the Fairness Opinion; CRA means the Canada Revenue Agency; Depositary means Computershare Investor Services Inc., in its capacity as depositary for the Offer; Deposited Shares has the meaning ascribed thereto in Section 3 of the Offer, Manner of Acceptance - Dividends and Distributions; diluted basis means, with respect to the number of outstanding Registered Shares at any time, such number of outstanding Registered Shares calculated assuming that all Convertible Securities are exercised; Directors Circular means the directors circular of the Iberian Board dated December 15, 2011 recommending that the Shareholders accept the Offer; Distribution or Distributions has the meaning ascribed thereto in Section 3 of the Offer, Manner of Acceptance - Dividends and Distributions; DTC means The Depository Trust Company or its nominee, which at the date hereof is Cede & Co.; EBITDA means earnings before interest, taxes, depreciation and amortization; Effective Time means the time of the appointment or election to the Iberian Board of persons designated by the Offeror pursuant to the terms and conditions set forth in the Pre-Acquisition Agreement; Eligible Institution means a Canadian Schedule I chartered bank, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in 1

Canada and/or the United States, members of the Investment Industry Regulatory Organization of Canada (IIROC), members of the Financial Industry Regulatory Authority (FINRA) or banks and trust companies in the United States; Expiry Time means 8:00 p.m. (Toronto time) on January 23, 2012, unless the Offer is withdrawn or is extended pursuant to Section 5 of the Offer, Extension, Variation or Change in the Offer or Circular, in which case the Expiry Time shall mean the latest date and time on which the Offer as so extended expires; Fairness Opinion means the written fairness opinion of Cormark Securities to the Special Committee dated November 16, 2011, to the effect that, as of the date hereof and subject to the assumptions made, information reviewed, procedures followed, matters considered and limitations on the scope of the review undertaken, the consideration to be received by the Shareholders pursuant to the Offer is fair, from a financial point of view, to the Shareholders other than Trafigura; Fee Event has the meaning ascribed thereto under Section 5 of the Circular, The Pre-Acquisition Agreement Termination Payment; GAAP means Canadian generally accepted accounting principles, determined with reference to Handbook of the Canadian Institute of Chartered Accountants, as amended from time to time, applicable to public enterprises; Governmental Entity means any (a) multinational, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (b) any subdivision or authority of any of the foregoing, or (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above; Iberian means Iberian Minerals Corp., a corporation continued under the laws of Switzerland; Iberian Board means the board of directors of Iberian; Independent Directors means the board of directors of the Corporation as constituted from time to time other than directors appointed by Trafigura; Information Agent means Georgeson Shareholder Communications Canada Inc.; Initial Expiry Time means 8:00 p.m. (Toronto time) on the first Business Day which falls after the 35 th calendar day following the day of the mailing of this Offer and Circular to the Shareholders (where the first day of this period is the day immediately following the day of mailing) or such earlier time as permitted under Securities Laws; insider has the meaning ascribed thereto in the Securities Act (Ontario), as amended; Interested Party means the Offeror or a joint actor with the Offeror; joint actors has the meaning ascribed thereto in MI 61-101; Letter of Transmittal means, in respect of the Registered Shares, a letter of transmittal accepting the Offer in the form printed on green paper accompanying the Offer and Circular; Lock-Up Agreement means the lock-up agreement entered into between Trafigura and the Locked-Up Shareholders on November 16, 2011; Locked-Up Shareholders means, collectively, Hedgehog Capital LLC, Drakanea Management Limited, all of the directors and certain senior officers of Iberian; Material Adverse Change means any change (or any event, effect, occurrence, state of facts, transaction or development involving a prospective change) in the business, operations, results of operations, assets, capitalization, condition (financial or otherwise), licenses, permits, concessions, rights or liabilities (contingent or otherwise), whether contractual or otherwise, of Iberian or any of its subsidiaries which is materially adverse to Iberian and its subsidiaries considered as a whole, that would (i) be reasonably likely to have a significant effect on the market price or value of the Registered Shares; or (ii) prevent or materially delay completion of the Offer in accordance with the Pre-Acquisition Agreement, or any compulsory acquisition or Second Stage Transaction; other than a change: (a) (b) (c) (d) fully and accurately disclosed in writing to Trafigura prior to the date of the Pre-Acquisition Agreement; resulting from conditions affecting the mining industry as a whole; resulting from general economic, financial, currency exchange, securities or commodity market conditions; relating to any of the principal markets served by Iberians business generally or shortages or price changes with respect to raw materials, metal or business generally or shortages or price changes with respect to raw materials, metals or other products used or sold by Iberian; relating to any generally applicable change in applicable laws or regulations (other than orders, decisions, declarations, rulings, directives, judgments or decrees against Iberian or any of its subsidiaries) or in GAAP; or

(e)

(f)

relating to a change in the market trading price of the Registered Shares either related to the Pre-Acquisition Agreement and the Offer or the announcement thereof;

provided that the causes underlying such effect referred to in clause (f) may be taken into account when determining whether a Material Adverse Change has occurred and provided further, however, that such effect referred to in clauses (b), (c), (d) or (e) above does not primarily relate to (or have the effect of primarily relating to) Iberian and its subsidiaries, taken as a whole, or materially disproportionately adversely affect Iberian and its subsidiaries, taken as a whole, compared to other companies of similar size operating in the industry of which Iberian and its subsidiaries operate; Material Adverse Effect means, where used in relation to Iberian or its subsidiaries and a fact, transaction, event, or development, such fact, transaction, event or development, (together with all other facts, transactions, events, or developments) that has or is reasonably expected to: (i) have a material adverse effect on the business, operations, results of operations, assets, capitalization, condition (financial or otherwise), licenses, permits, concessions, rights or liabilities (contingent or otherwise), whether contractual or otherwise, of Iberian and its subsidiaries, considered as a whole; (ii) prevent, materially delay or materially affect the consummation of the transactions contemplated by the Pre-Acquisition Agreement or by the Offer (including, without limitation, any Second Stage Transaction); or (iii) materially adversely affect the ability of Iberian to perform its obligations hereunder other than any effect: (a) (b) (c) (d) fully and accurately disclosed in writing to Trafigura prior to the date of the Pre-Acquisition Agreement; resulting from conditions affecting the mining industry as a whole; resulting from general economic, financial, currency exchange, securities or commodity market conditions; relating to any of the principal markets served by Iberians business generally or shortages or price changes with respect to raw materials, metal or business generally or shortages or price changes with respect to raw materials, metals or other products used or sold by Iberian; relating to any generally applicable change in applicable laws or regulations (other than orders, decisions, declarations, rulings, directives, judgments or decrees against Iberian or any of its subsidiaries) or in GAAP; or relating to a change in the market trading price of the Registered Shares either related to the Pre-Acquisition Agreement and the Offer or the announcement thereof;

(e) (f)

provided that the causes underlying such effect referred to in clause (f) may be taken into account when determining whether a Material Adverse Effect has occurred and provided further, however, that such effect referred to in clauses (b), (c), (d) or (e) above does not primarily relate to (or have the effect of primarily relating to) Iberian and its subsidiaries, taken as a whole, or materially disproportionately adversely affect Iberian and its subsidiaries, taken as a whole, compared to other companies of similar size operating in the industry of which Iberian and its subsidiaries operate; MI 61-101 means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, as amended or replaced from time to time; MI 62-104 means Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids, as amended or replaced from time to time; Minimum Condition has the meaning ascribed thereto under Section 4 of the Offer, Conditions of the Offer; Minimum Required Shares means that number of the outstanding Registered Shares required pursuant to the Minimum Condition unless Offeror shall have waived the Minimum Condition in which case Minimum Required Shares means that number of the outstanding Shares that Offeror takes up on the Take-up Date; Non-Resident Shareholder has the meaning ascribed thereto under Section 18 of the Circular, Certain Canadian Federal Income Tax Considerations - Shareholders Not Resident in Canada; Notice of Guaranteed Delivery means the notice of guaranteed delivery in the form printed on yellow paper accompanying the Offer and Circular; Offer means the offer to purchase all of the issued and outstanding Registered Shares made hereby to Shareholders, the terms and conditions of which are set forth in the Offer Documents; Offer Documents means, collectively, the Offer, Circular, Letter of Transmittal and Notice of Guaranteed Delivery; Offer Period means the period commencing on the date hereof and ending at the Expiry Time; Offer Price means $1.10 in cash per Registered Share; Offeror means Urion Mining International B.V., a corporation incorporated under the laws of the Netherlands and a wholly-owned indirect subsidiary of Trafigura; Offerors Notice has the meaning ascribed thereto in Section 11 of the Circular, Acquisition of Registered Shares Not Deposited Under the Offer; 3

Options means the outstanding options to acquire Registered Shares granted under the Stock Option Plan as of the date of the Offer; OSC Rule 62-504 means OSC Rule 62-504 Take-Over Bids and Issuer Bids, as amended or replaced from time to time; Person includes any individual, partnership, trust, firm, body corporate, government, Governmental Entity, unincorporated body of persons or association; Pre-Acquisition Agreement means the pre-acquisition agreement dated as of November 16, 2011 between Trafigura and Iberian, as amended from time to time; Proposed Amendments has the meaning ascribed thereto in Section 18 of the Circular, Certain Canadian Federal Income Tax Considerations; Purchased Shares has the meaning ascribed thereto in Section 3 of the Offer, Manner of Acceptance Power of Attorney; Registered Shares means the issued and outstanding registered shares of Iberian; Regulatory Approvals means all approvals, consents and authorizations of all Governmental Entities and other regulators (including stock exchanges) reasonably necessary or desirable in connection with the Offer and the other transactions contemplated thereby; Resident Shareholder has the meaning ascribed thereto under Section 18 of the Circular, Certain Canadian Federal Income Tax Considerations Shareholders Resident in Canada; Second Stage Transaction has the meaning ascribed thereto in Section 5 of the Circular, The Pre-Acquisition Agreement and includes a Squeeze-Out Merger; Securities Authorities means the TSXV and the Securities Regulatory Authorities; Securities Laws means, collectively, the Securities Act (Ontario) and all applicable Canadian provincial and territorial corporate and securities laws, United States securities laws, the blue sky or securities laws of the states of the United States and any other applicable corporate or securities laws in Switzerland or elsewhere; Securities Regulatory Authorities means the appropriate securities commission or similar regulatory authorities in Canada and each of the provinces and territories thereof, the Securities and Exchange Commission in the United States and the securities commissions or similar regulatory authorities of each of the states thereof and the appropriate securities commission or similar regulatory authorities in Switzerland; Share Certificates means certificates representing Registered Shares; Shareholders means holders of Registered Shares (other than Trafigura and its subsidiaries), and Shareholder means any one of them; Special Committee means the special committee of the Iberian Board, comprised of Norman Brewster, Philippe Blavier and Lionel J. Gunter, being the independent directors of Iberian and formed in response to the initial proposal from Trafigura; Squeeze-Out Merger has the meaning ascribed thereto in Section 11 of the Circular, Acquisition of Registered Shares Not Deposited Under the Offer; Stock Option Plan means the incentive stock option plan of Iberian as of the date hereof, as amended from time to time; subsidiary means, with respect to any Person, any other Person of which 50% or more of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its subsidiaries and, in the case of Iberian, a subsidiary shall include, without limitation, any Person that is treated as a subsidiary by Iberian for purposes of its financial statements; Superior Proposal means any bona fide written Acquisition Proposal (substituting for the purposes of this definition a threshold of 40% for 20% where used in the definition of Acquisition Proposal and all or substantially all of the assets (on a consolidated basis) for a material portion of the assets of Iberian or any subsidiary of Iberian where used therein) by a third party that the Board of Directors determines in good faith (based upon the oral or written advice of its financial advisor and after consultation with its external legal counsel) (A) is reasonably likely to be consummated without unreasonable delay, taking into account legal, financial, regulatory and other aspects thereof (including completion risk) and of the party making it, (B) is not subject, either by the terms of such Acquisition Proposal or by virtue of any applicable laws, to any requirement that the approval of the shareholders of the Person making the Acquisition Proposal be obtained, (C) is not subject to a due diligence condition, (D) is a cash offer made for 100% of the Shares in compliance with applicable laws, (E) is not conditional upon obtaining financing, (F) in respect of which failure to recommend such Acquisition Proposal to the Shareholders would be inconsistent with the Board of Directors fiduciary duties under applicable law, and (G) would, if consummated in accordance with its terms, result in a transaction superior from a financial point of view to the Shareholders than the Offer (including any proposed amendment of the Offer as contemplated in the Pre-Acquisition Agreement); 4

Take-up Date means the date that Offeror first takes up and acquires Registered Shares pursuant to the Offer; Tax Act means the Income Tax Act (Canada), as amended, and includes the regulations promulgated thereunder; Trafigura means Trafigura Beheer B.V., a company existing under the laws of the Netherlands; TSXV means the TSX Venture Exchange; U.S. or United States means the United States of America, its territories and possessions, any state of the United States and the District of Columbia; U.S. Shareholder has the meaning ascribed thereto in Section 3 of the Offer, Manner of Acceptance Backup Withholding; Valuation means the formal valuation of the Registered Shares prepared by Cormark Securities pursuant to the requirements of MI 61-101 dated November 16, 2011 and attached to the Offer and Circular as Schedule A; Valuation Requirement has the meaning ascribed thereto in Section 12 of the Circular, Regulatory Matters Canadian Securities Laws; and Warrants means the Registered Share purchase warrants to acquire Registered Shares outstanding.

SUMMARY The following is only a summary of selected information contained in the Offer Documents and is qualified in its entirety by reference to the detailed provisions of those documents. Certain capitalized terms used in this summary are defined in the Glossary. Shareholders are urged to read the Offer Documents in their entirety. The Offer The Offeror is offering to purchase, at a purchase price of $1.10 in cash per Registered Share (the Offer Price), on and subject to the terms and conditions of the Offer, all of the issued and outstanding Registered Shares, including any Registered Shares that may become issued and outstanding after the date of the Offer and prior to the Expiry Time upon the exercise of Convertible Securities, other than Registered Shares owned, directly or indirectly, by Trafigura and its affiliates. The Offer Price is subject to adjustment in certain circumstances. See Section 9 of the Offer, Changes in Capitalization, Dividends, Distributions and Liens. The Offer Price represents a premium of approximately 38% to the volume-weighted average trading price per Registered Share on the TSXV for the 20-trading day period ended November 16, 2011 (the last trading day on the TSXV prior to the announcement of Trafiguras intention to make the Offer) and a premium of approximately 39% to the closing price of the Registered Shares on the TSXV on November 16, 2011. The Offer is being made only for Registered Shares and is not made for any Convertible Securities. Any holder of Convertible Securities who wishes to accept the Offer must, to the extent permitted by the terms of the security and applicable laws, convert, exchange or exercise the Convertible Securities in order to obtain certificates representing Registered Shares and deposit those Registered Shares in accordance with the terms of the Offer. The obligation of the Offeror to take up and pay for Registered Shares pursuant to the Offer is subject to certain conditions. See Section 4 of the Offer, Conditions of the Offer. The Offeror and Trafigura The Offeror is a corporation incorporated under the laws of the Netherlands and is a wholly-owned indirect subsidiary of Trafigura. The Offeror was incorporated for the purpose of holding Trafiguras global mining interests and pursuing the acquisition of shares of companies with mining assets of interest to Trafigura or the direct acquisition of mining assets of interest to Trafigura. Trafigura is a company existing under the laws of the Netherlands. Trafigura is the worlds third largest independent oil trader and the second largest independent trader in non-ferrous concentrates. Established as a private company in 1993, Trafigura currently has over 6,000 employees operating in 67 offices worldwide. Trafigura currently owns, directly or indirectly, 219,280,519 Registered Shares, or approximately 47% of the issued and outstanding Registered Shares. See Section 1 of the Circular, The Offeror and Trafigura. Iberian Iberian is a corporation continued under the laws of Switzerland. Iberian is a Canadian-listed global base metals company with interests in Spain and Peru. The Condestable mine, located in Peru approximately 90 kms south of Lima, operates at 2.4 million tonnes per year producing copper and associated silver and gold in concentrate. The Aguas Teidas mine is located in the Andalucia region of Spain approximately 110 kms northwest of Seville and operates an approximately 2.2 million tonnes per year underground mine and concentrator that produces copper, zinc and lead concentrates that also contain silver. The Registered Shares are listed for trading on the TSXV under the symbol IZN. See Section 2 of the Circular, Iberian.

Recommendation of the Iberian Board and the Special Committee The Iberian Board, (with the directors nominated by Trafigura abstaining) after consultation with its financial and legal advisors, on receipt of a recommendation from the Special Committee and on receipt of the Valuation and the Fairness Opinion, has UNANIMOUSLY DETERMINED that the Offer is in the best interests of Iberian and the Shareholders and, accordingly, the Iberian Board (with the directors nominated by Trafigura abstaining) UNANIMOUSLY RECOMMENDS that Shareholders ACCEPT the Offer and DEPOSIT their Registered Shares under the Offer. For further information, see the accompanying Circular, including Section 5 of the Circular, The Pre-Acquisition Agreement, and the Directors Circular. Valuation and Fairness Opinion The Special Committee retained Cormark Securities to prepare a formal valuation of the Registered Shares in accordance with MI 61-101. In the Valuation, Cormark Securities determined that, as of November 16, 2011, the fair market value of the Registered Shares was in the range of $1.05 to $1.25 per Registered Share. The Offeror urges Shareholders to read in its entirety the Valuation, a copy of which is attached to the Offer and Circular as Schedule A. Cormark Securities also delivered the Fairness Opinion to the Iberian Board in which they concluded that the consideration to be received by the Shareholders pursuant to the Offer is fair, from a financial point of view, to the Shareholders other than Trafigura. See Section 8 of the Circular, Valuation and Fairness Opinion. Purpose of the Offer and Plans for Iberian The purpose of the Offer is to enable the Offeror to acquire (and Trafigura indirectly to acquire through the Offeror), on the terms and subject to the conditions of the Offer, all of the issued and outstanding Registered Shares. If the conditions of the Offer are satisfied or waived and the Offeror takes up and pays for the Registered Shares validly deposited under the Offer, the Offeror currently intends to acquire any Registered Shares not deposited under the Offer through a Second Stage Transaction, for consideration per Registered Share at least equal in value to the consideration paid by the Offeror per Registered Share under the Offer. The exact timing and details of any such transaction will depend upon a number of factors, including the number of Registered Shares acquired by the Offeror pursuant to the Offer. Reasons to Accept the Offer Shareholders should consider the following factors in making their decision to accept the Offer: (a) Substantial Premium. The Offer represents a premium of approximately 38% to the volume-weighted average trading price per Registered Share on the TSXV for the 20-trading day period ended November 16, 2011 (the last trading day on the TSXV prior to the announcement of Trafiguras intention to make the Offer) and a premium of approximately 39% to the closing price of the Registered Shares on the TSXV on November 16, 2011. Certainty of Value. The consideration under the Offer is cash, which provides Shareholders with certainty of value. Near Term Liquidity. The Offer provides Shareholders with an ability to realize the value of their investment in the near term. Fully Financed Cash Offer. The Offer is not conditional on obtaining financing and the Offeror has sufficient committed funding to fund the entire consideration payable for the Registered Shares. Offer within Valuation Range. Cormark Securities has prepared the Valuation, which reflects the determination that, as of November 16, 2011, the fair market value of the Registered Shares was in the range of $1.05 to $1.25 per Registered Share. The Offer Price is within this valuation range. Fairness Opinions. The Iberian Board has received the Fairness Opinion from Cormark Securities to the effect that the consideration to be received by the Shareholders pursuant to the Offer is fair, from a financial point of view, to the Shareholders other than Trafigura. Unanimous Recommendation from the Iberian Directors. The Iberian Board (with the directors nominated by Trafigura abstaining), on the unanimous recommendation of the Special Committee and upon receipt of the 7

(b)

(c)

(d)

(e)

(f)

(g)

Valuation and the Fairness Opinion, unanimously determined that the Offer is fair to the Shareholders and unanimously recommends that Shareholders accept the Offer and tender their Registered Shares to the Offer. (h) Support of Directors and Officers. Each of the directors and certain senior officers of Iberian has entered into a Lock-up Agreement pursuant to which they have agreed to deposit all of their Registered Shares under the Offer. Support of Significant Securityholders. Hedgehog Capital LLC and Drakanea Management Limited, the most significant securityholders of the Company other than Trafigura, have each entered into the Lock-up Agreement pursuant to which they have agreed to deposit all of their Registered Shares to the Offer.

(i)

It is possible that, in connection with a Second Stage Transaction or otherwise, Iberian may become amalgamated or be wound-up in the Offeror and/or an affiliate of the Offeror. Also, if permitted by Securities Laws, subsequent to the completion of the Offer and any Second Stage Transaction, if necessary, the Offeror intends to cause Iberian to apply to delist the Registered Shares from the TSXV and to cause Iberian to cease to be a reporting issuer under applicable Securities Laws as described in Section 16 of the Circular, Effect of the Offer on Markets and Listings. See Section 4 of the Circular, Purpose of the Offer and Plans for Iberian and Section 11 of the Circular, Acquisition of Registered Shares Not Deposited Under the Offer. Conditions of the Offer The Offer is subject to certain conditions, including, without limitation, that the Minimum Condition shall have been satisfied and that the Lock-Up Agreement shall have been complied with and not terminated. These conditions and the other conditions of the Offer are described under Section 4 of the Offer, Conditions of the Offer. Pre-Acquisition Agreement Trafigura and Iberian entered into the Pre-Acquisition Agreement on November 16, 2011 pursuant to which, among other things, Trafigura (through the Offeror) has agreed to make the Offer and Iberian has agreed subject to certain limited exceptions, to support the Offer and not solicit competing Acquisition Proposals. See Section 5 of the Circular, The Pre-Acquisition Agreement. Lock-Up Agreement Trafigura has entered into the Lock-Up Agreement with the Locked-Up Shareholders, pursuant to which each Locked-Up Shareholder, subject to certain limited exceptions, has irrevocably agreed to deposit and not withdraw their and their affiliates Registered Shares under the Offer. As at November 16, 2011, the Locked-Up Shareholders have represented that they owned, directly or indirectly, in aggregate 85,771,664 Registered Shares (including Registered Shares issuable on exercise of Convertible Securities) or approximately 17% of the Registered Shares on a fully-diluted basis. See Section 6 of the Circular, The Lock-Up Agreement. Time for Acceptance The Offer is open for acceptance until the Expiry Time, being 8:00 p.m. (Toronto time) on January 23, 2012 unless the Offer is withdrawn or extended by the Offeror. The Expiry Time may be extended at the Offerors sole discretion. See Section 2 of the Offer, Time for Acceptance and Section 5 of the Offer, Extension, Variation or Change of the Offer or Circular. Manner of Acceptance Shareholders wishing to accept the Offer must properly complete and duly execute the accompanying Letter of Transmittal, (or a manually executed facsimile thereof) and deposit it, together will certificate(s) representing their Registered Shares and all other documents required by the Letter of Transmittal at or prior to the Expiry Time at the office of the Depositary in Toronto, Ontario. Instructions are contained in the Letter of Transmittal that accompanies the Offer and Circular. Alternatively, Shareholders may accept the Offer by: (1) following the procedures for book-entry transfer of Registered Shares set forth in Section 3 of the Offer, Manner of Acceptance Book-Entry Transfer; or (2) following the procedures for guaranteed delivery set forth in Section 3 of the Offer, Manner of Acceptance Procedure for Guaranteed Delivery, using the accompanying Notice of Guaranteed Delivery or a manually executed facsimile thereof, where the certificate(s) representing the Registered Shares are not immediately available, or if the certificate(s) and all of the required documents cannot be provided to the Depositary before the Expiry Time. The method of delivery of the Share Certificate(s) representing Registered Shares, the Letter of Transmittal, the Notice of Guaranteed Delivery and all other required documents is at the option and risk of the Person depositing those documents. If mailed, the Offeror recommends that registered mail be used, with return receipt requested, and that proper insurance be 8

obtained. It is suggested that any such delivery be made sufficiently in advance of the Expiry Time to permit delivery to the Depositary prior to the Expiry Time. Delivery will only be effective upon actual receipt by the Depositary. If a share certificate has been lost or destroyed, the Letter of Transmittal should be completed as fully as possible and forwarded together with a letter describing the loss, to the Depositary at its office in Toronto, Ontario so that the Depositary may arrange for replacement documents to be provided. This must be completed sufficiently in advance of the Expiry Time in order to obtain a replacement certificate in sufficient time to permit the replacement certificate to be tendered to the Offer prior to the Expiry Time. Shareholders whose Registered Shares are registered in the name of an investment advisor, stockbroker, bank, trust company or other nominee should immediately contact that nominee for assistance if they wish to accept the Offer in order to take the necessary steps to be able to deposit such Registered Shares under the Offer. Intermediaries are likely to have established tendering cut-off times that are up to 48 hours (or more) prior to the Expiry Time. The office of the Depositary will be open during normal business hours until the Expiry Time. Payment for Deposited Registered Shares If all the terms and conditions of the Offer have been complied with or waived by the Offeror at or prior to the Expiry Time, the Offeror shall take up and pay for all of the Registered Shares validly deposited under the Offer, and not properly withdrawn, not later than 10 days after the Expiry Time. The Offeror shall pay for Registered Shares that it has taken up as soon as possible, and in any event not later than the earlier of three (3) Business Days after the Registered Shares are taken up and 10 days after the Expiry Time. Any Registered Shares deposited pursuant to the Offer after the first date on which Registered Shares have been taken up by the Offeror will be taken up and paid for within 10 days of such deposit. See Section 6 of the Offer, Take Up and Payment for Deposited Registered Shares. Certain Canadian Federal Income Tax Considerations In general, a Resident Shareholder who holds Registered Shares as capital property and who sells such Registered Shares to the Offeror under the Offer, will realize a capital gain (or capital loss) equal to the amount by which the cash received, net of any reasonable costs of disposition, exceeds (or is less than) the aggregate adjusted cost base to the Shareholder of such Registered Shares. A Non-Resident Shareholder generally will not be subject to Canadian income tax on any gain realized on a disposition of Registered Shares to the Offeror under the Offer unless those Registered Shares constitute taxable Canadian property within the meaning of the Tax Act and the gain is not otherwise exempt from tax under the Tax Act pursuant to the provisions of an applicable income tax treaty or convention. The foregoing is a brief summary of certain Canadian federal income tax consequences only and is qualified by the more detailed general description of Canadian federal income tax considerations under Certain Canadian Federal Income Tax Considerations in Section 18 of the Circular. Shareholders are urged to consult their own tax advisors to determine the particular tax consequences to them of a sale of Registered Shares pursuant to the Offer, a Squeeze-Out Merger or a disposition of Registered Shares pursuant to any other Second Stage Transaction. See Certain Canadian Federal Income Tax Considerations in Section 18 of the Circular. Depositary Computershare Investor Services Inc. is acting as Depositary under the Offer. The Depositary will receive deposits of certificates representing the Registered Shares and accompanying Letters of Transmittal at its office in Toronto, Ontario. In addition, the Depositary will receive Notices of Guaranteed Delivery at its office in Toronto, Ontario. The Depositary will be responsible for giving certain notices, if required, and for making payment for all Registered Shares purchased by the Offeror under the Offer. Shareholders should contact the Depositary or a broker or dealer for assistance in accepting the Offer and in depositing Registered Shares with the Depositary. No fee or commission will be payable by Shareholders who transmit their Registered Shares directly to the Depositary to accept the Offer. Questions and requests for assistance may be directed to the Depositary at 1-800-564-6253 (toll free in North America) or at 1-514982-7555 or by email at corporateactions@computershare.com. See Section 21 of the Circular, Depositary. 9

OFFER The accompanying Circular which is incorporated into and forms part of the Offer, contains important information that should be read carefully before making a decision with respect to the Offer. Certain capitalized terms used in this Offer are defined in the Glossary. Shareholders are urged to read the Offer Documents in their entirety. TO: THE SHAREHOLDERS OF IBERIAN MINERALS CORP. THE OFFER

1.

The Offeror hereby offers to purchase, on and subject to the terms and conditions hereinafter specified, all of the issued and outstanding Registered Shares, including any Registered Shares that may become issued and outstanding after the date of the Offer and prior to the Expiry Time upon the exercise of Convertible Securities, other than Registered Shares owned, directly or indirectly, by Trafigura and its affiliates, at a price of $1.10 in cash per Registered Share. The Offer Price is subject to adjustment in certain circumstances. See Section 9 of the Offer, Changes in Capitalization, Dividends, Distributions and Liens. The Iberian Board (with the directors nominated by Trafigura abstaining), after consultation with its financial and legal advisors, and on receipt of a recommendation from the Special Committee and on receipt of the Valuation and Fairness Opinion, has UNANIMOUSLY DETERMINED that the Offer is in the best interests of Iberian and the Shareholders and, accordingly, the Iberian Board (with the directors nominated by Trafigura abstaining) UNANIMOUSLY RECOMMENDS that Shareholders ACCEPT the Offer and DEPOSIT their Registered Shares under the Offer. The Offer represents a premium of approximately 38% to the volume-weighted average trading price per Registered Share on the TSX for the 20-trading day period ended November 16, 2011 (the last trading day on the TSXV prior to the announcement of Trafiguras intention to make the Offer) and a premium of approximately 39% to the closing price of the Registered Shares on the TSXV on November 16, 2011. The obligation of the Offeror to take up and pay for Registered Shares pursuant to the Offer is subject to certain conditions. See Section 4 of the Offer, Conditions of the Offer. If such conditions have been complied with or, to the extent capable of waiver, waived by the Offeror at or prior to the Expiry Time, the Offeror will take up and pay for the Registered Shares validly deposited and not properly withdrawn under the Offer in accordance with the terms of the Offer. No fee or commission will be payable by Shareholders who transmit their Registered Shares directly to the Depositary to accept the Offer. See Section 21 of the Circular, Depositary. The accompanying Circular, Letter of Transmittal and Notice of Guaranteed Delivery are incorporated into and form part of the Offer and contain important information which should be read carefully before making a decision with respect to the Offer. The Offer is made only for Registered Shares and is not made for any Convertible Securities. Any holder of such Convertible Securities who wishes to accept the Offer must exercise or convert the Convertible Securities in order to obtain certificates representing Registered Shares that may be deposited in accordance with the terms of the Offer. See Section 10 of the Circular, Convertible Securities.

2.

TIME FOR ACCEPTANCE

The Offer is open for acceptance until the Expiry Time, being 8:00 p.m. (Toronto time) on January 23, 2012 or such later time or times and date or dates to which the Offer may be extended, unless the offer is withdrawn in accordance with its terms by the Offeror. See Section 5 of the Offer, Extension, Variation or Change in the Offer or Circular.

10

3.

MANNER OF ACCEPTANCE

Letter of Transmittal The Offer may be validly accepted by delivering to the Depositary at its office in Toronto, Ontario at the addresses specified in the Letter of Transmittal, so as to be received prior to the Expiry Time: (a) (b) the certificate(s) representing the Registered Shares in respect of which the Offer is being accepted; a Letter of Transmittal in the accompanying form (or a manually executed facsimile copy thereof), properly completed and duly executed as required by the instructions set out in the Letter of Transmittal; and any other documents required by the instructions set out in the Letter of Transmittal.

(c)

Participants in CDS or DTC should contact the Depositary with respect to the deposit of their Registered Shares under the Offer. CDS and DTC will be issuing instructions to their participants as to the method of depositing such Registered Shares under the terms of the Offer. Shareholders will not be obligated to pay any brokerage fees or commissions if they accept the Offer by depositing their Registered Shares directly with the Depositary. See Section 21 of the Circular, Depositary. The Offer will be deemed to be accepted only if the Depositary has actually received these documents at or prior to the Expiry Time. Except as otherwise provided in the instructions and rules set out in the Letter of Transmittal, all signature(s) on the Letter of Transmittal and on Share Certificate(s) representing deposited Registered Shares, and, if necessary, on the Notice of Guaranteed Delivery, must be guaranteed by an Eligible Institution. If a Letter of Transmittal is executed by a Person other than the registered owner(s) of the Registered Shares deposited therewith, and in certain other circumstances set forth in the Letter of Transmittal, then the Share Certificate(s) representing such Registered Shares must be endorsed or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s), with the signature(s) on the endorsement panel or such power of attorney guaranteed by an Eligible Institution. Procedure for Guaranteed Delivery If a Shareholder wishes to deposit Registered Shares under the Offer and: (a) the Share Certificate(s) are not immediately available; (b) the Share Certificate(s) and all other required documents cannot be delivered to the Depositary prior to the Expiry Time; or (c) the procedures for delivery by book-entry transfer, as set forth below, cannot be complied with on a timely basis, such Registered Shares may nevertheless be deposited pursuant to the Offer provided that all of the following conditions are met: (a) (b) the deposit is made by or through an Eligible Institution; a Notice of Guaranteed Delivery (printed on yellow paper) (or a manually signed facsimile thereof), properly completed and duly executed, including a guarantee to deliver by an Eligible Institution in the form set out in the Notice of Guaranteed Delivery, is received by the Depositary at its principal office in Toronto, Ontario, at or before the Expiry Time; and the Share Certificate(s) representing the Deposited Shares, in the proper form for transfer, with a properly completed and duly signed Letter of Transmittal (or a manually signed facsimile thereof), relating to such Registered Shares, with signatures guaranteed if so required in accordance with the Letter of Transmittal, and all other documents required by such Letter of Transmittal, are received by the Depositary at its principal office in Toronto, Ontario by 5:00 p.m. (Toronto time) on the third trading day on the TSXV after the Expiry Time.

(c)

The Notice of Guaranteed Delivery may be delivered by hand or courier or transmitted by facsimile transmission or mailed to the Depositary at its principal office in Toronto, Ontario at or prior to the Expiry Time and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. Delivery of the Notice of Guaranteed Delivery and the Letter of Transmittal and accompanying certificate(s) representing Registered Shares to any office other than the Toronto, Ontario office of the Depositary does not constitute delivery for the purposes of satisfying a guaranteed delivery.

11

Book-Entry Transfer Shareholders may accept the Offer by following the procedures for a book-entry transfer established by CDS, provided that a BookEntry Confirmation through CDSX is received by the Depositary at its office in Toronto, Ontario as specified in the Letter of Transmittal prior to the Expiry Time. The Depositary has established an account at CDS for the purpose of the Offer. Any institution that is a participant in CDS may cause CDS to make a book-entry transfer of a Shareholders Registered Shares into the Depositarys account in accordance with CDS procedures for such transfer. Shareholders, through their respective CDS participants, who utilize CDSX to accept the Offer through a book-entry transfer of their holdings into the Depositarys account with CDS shall be deemed to have completed and submitted a Letter of Transmittal and to be bound by the terms thereof and therefore such instructions received by the Depositary are considered a valid deposit in accordance with the terms of the Offer. Shareholders may accept the Offer by following the procedures for book-entry transfer established by DTC, provided that a BookEntry Confirmation, together with an Agents Message in respect thereof, or a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof), together with any required signature guarantees, and any other required documents, are received by the Depositary at its office in Toronto, Ontario as specified in the Letter of Transmittal prior to the Expiry Time. The Depositary has established an account at DTC for the purpose of the Offer. Any institution that is a participant in DTCs systems may cause DTC to make a book-entry transfer of a Shareholders Registered Shares into the Depositarys account in accordance with DTCs procedures for such transfer. However, as noted above, although delivery of Registered Shares may be effected through book-entry transfer at DTC, either a Letter of Transmittal (or a manually executed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agents Message in lieu of a Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary, at its office in Toronto, Ontario as specified in the Letter of Transmittal prior to the Expiry Time, or the tendering Shareholder must comply with the procedures for guaranteed delivery described under Procedures for Guaranteed Delivery for a valid tender of the Registered Shares by book-entry transfer. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the Depositary. Delivery of Registered Shares to the Depositary by means of a book-entry transfer in accordance with the procedures for book-entry transfer established by CDS or DTC, as applicable, will constitute a valid tender under the Offer. General In all cases, payment for the Registered Shares deposited and taken up by the Offeror will be made only after the timely receipt by the Depositary of the Share Certificate(s) (or a Book-Entry Confirmation), together with a Letter of Transmittal, or manually executed facsimile thereof, properly completed and duly executed with signatures guaranteed if so required in accordance with the Letter of Transmittal or, in the case of Registered Shares deposited by book-entry transfer, a Book Entry Confirmation and, in the case of DTC accounts, a Letter of Transmittal (or a manually executed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agents Message in lieu of a Letter of Transmittal, and any other required documents. The method of delivery of the Share Certificate(s) (or a Book-Entry Confirmation, as applicable), the Letter of Transmittal, the Notice of Guaranteed Delivery and all other required documents is at the option and risk of the Person depositing those documents. The Offeror recommends that such documents be delivered by hand or by courier to the Depositary and that a receipt be obtained. If mailed, the Offeror recommends that registered mail be used, with return receipt requested, and that proper insurance be obtained. It is suggested that any such delivery be made sufficiently in advance of the Expiry Time to permit delivery to the Depositary prior to the Expiry Time. Delivery will only be effective upon actual receipt by the Depositary. Shareholders whose Registered Shares are registered in the name of a stockbroker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing their Registered Shares. Intermediaries are likely to have established tendering cut-off times that are up to 48 hours (or more) prior to the Expiry Time. Shareholders should instruct their brokers or other intermediaries promptly if they wish to deposit their Registered Shares.

12

Determination of Validity All questions as to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of Registered Shares deposited pursuant to the Offer will be determined by the Offeror in its sole discretion. Depositing Shareholders agree that such determination shall be final and binding. The Offeror reserves the absolute right to reject any and all deposits which it determines not to be in proper form or which may be unlawful to accept under the laws of any jurisdiction. The Offeror reserves the absolute right to waive any defects or irregularities in the deposit of any Registered Shares. There shall be no duty or obligation of the Offeror, Trafigura, the Depositary, or any other Person to give notice of any defects or irregularities in any deposit and no liability shall be incurred by any of them for failure to give any such notice. The Offerors interpretation of the terms and conditions of the Offer, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery will be final and binding. The Offeror reserves the right to permit the Offer to be accepted in a manner other than as set forth herein. Dividends and Distributions Subject to the terms and conditions of the Offer and except as provided below, by accepting the Offer pursuant to the procedures set forth herein, a Shareholder deposits, sells, assigns and transfers to the Offeror all right, title and interest in and to the Registered Shares covered by the Letter of Transmittal delivered to the Depositary or, in the case of Registered Shares (and any other securities) deposited by book-entry transfer, the making of a book-entry transfer (collectively, the Deposited Shares) and in and to all rights and benefits arising from Deposited Shares including, without limitation, any and all dividends, distributions, payments, securities, property or other interests which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Shares or any of them on or after the date of the Offer, including any dividends, distributions or payments on such dividends, distributions, payments, securities, property or other interests (collectively Distributions). Power of Attorney The execution of a Letter of Transmittal (or, in the case of Registered Shares deposited by book-entry transfer, the making of a bookentry transfer) irrevocably constitutes and appoints, effective at and after the date that the Offeror takes up and pays for the Deposited Shares, each director and officer of the Offeror and any other Person designated by the Offeror in writing, as the true and lawful agent, attorney, attorney-in-fact, and proxy of the Shareholder delivering the Letter of Transmittal with respect to: (a) the Registered Shares deposited pursuant to the Offer and taken up and paid for by the Offeror (the Purchased Shares); and (b) any and all Distributions (other than the cash dividends, distribution or payments in respect of which the Offer Price payable by the Offeror has been reduced pursuant to Section 9 of the Offer, Changes in Capitalization, Dividends, Distributions and Liens) in respect of the Purchased Shares on or after the date of the Offer with full power of substitution (such powers of attorney, being coupled with an interest, being irrevocable), in the name of and on behalf of such Shareholder: (i) to register or record the transfer and/or cancellation of such Purchased Shares and Distributions consisting of securities on the appropriate register maintained by or on behalf of Iberian; (ii) for so long as any Purchased Shares are registered or recorded in the name of such Shareholder, to exercise any and all rights of such Shareholder including, without limitation, the right to vote, to execute and deliver (provided the same is not contrary to applicable laws), as and when requested by the Offeror (by whom such Registered Shares are purchased), any instruments of proxy, authorizations or consents in form and on terms satisfactory to the Offeror in respect of any Purchased Shares and Distributions, to revoke any such instrument, authorization or consent given prior to or after the Offeror takes up and pays for the Deposited Shares, and to designate in such instruments, authorizations or consents any Person or Persons as the proxy holder of such Shareholder in respect of the Purchased Shares and Distributions for all purposes including, without limitation, in connection with any meeting or meetings (whether annual, special or otherwise, or any adjournment thereof, including, without limitation, any meeting to consider a Second Stage Transaction) of holders of relevant securities of Iberian; (iii) to execute, endorse and negotiate for and in the name of and on behalf of such Shareholder, any and all cheques or other instruments representing such Distributions payable to or to the order of, or endorsed in favour of, such Shareholder; and (iv) to exercise any rights of a Shareholder with respect to such Purchased Shares and such Distributions. A Shareholder accepting the Offer under the terms of the Letter of Transmittal (including by book-entry transfer) revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the Shareholder at any time with respect to the Deposited Shares or any Distributions. The Shareholder accepting the Offer agrees that no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise will be granted with respect to the Deposited Shares or any Distributions by or on behalf of the depositing Shareholder unless the Deposited Shares are not taken up and paid for under the Offer or are withdrawn in accordance with Section 7 of the Offer, Right to Withdraw Deposited Registered Shares. A Shareholder accepting the Offer also agrees not to vote any of the Purchased Shares at any meeting (whether annual, special or otherwise or any adjournment thereof, including, without limitation, any meeting to consider a Second Stage Transaction) of holders of relevant securities of Iberian and not to exercise any of the other rights or privileges attached to the Purchased Shares, and agrees to execute and deliver to the Offeror any and all instruments of proxy, authorizations or consents in respect of all or any of the Purchased Shares, and agrees to appoint in any such instruments of proxy, authorizations or consents, the Person or Persons specified by the Offeror as the proxy of the holder of the Purchased Shares. Upon such appointment, all prior proxies and other authorizations 13

(including, without limitation, all appointments of any agent, attorney or attorney-in-fact) or consents given by the holder of such Purchased Shares with respect thereto will be revoked and no subsequent proxies or other authorizations or consents may be given by such Person with respect thereto. Further Assurances A Shareholder accepting the Offer covenants under the terms of the Letter of Transmittal (including by book-entry transfer) to execute, upon request of the Offeror, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Registered Shares and/or Distributions to the Offeror and acknowledges that all authority therein conferred or agreed to be conferred is, to the extent permitted by law, irrevocable and may be exercised during any subsequent legal incapacity of such holder and shall, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the holder and all obligations of the holder therein shall be binding upon the heirs, executors, administrators, attorneys, personal representatives, successors and assigns of such holder. Backup Withholding Under the backup withholding provisions of U.S. federal income tax law, the Depositary may be required to withhold from the amount of any payments made pursuant to the Offer. In order to prevent backup withholding with respect to payments to certain Shareholders of the Offer Price for Registered Shares purchased pursuant to the Offer, each Shareholder (other than a corporation) that is a United States person for U.S. federal income tax purposes (a U.S. Shareholder) must provide the Depositary with such U.S. Shareholders correct taxpayer identification number (TIN) and certify that it is not subject to backup withholding by completing the Form W-9 in the Letter of Transmittal. If a U.S. Shareholder does not provide its correct TIN or fails to provide the certification described above, the Internal Revenue Service may impose a penalty on such U.S. Shareholder and payment of cash to such U.S. Shareholder pursuant to the Offer may be subject to backup withholding. Shareholders that are not U.S. Shareholders and certain other Shareholders (including, among others, corporations) are not subject to backup withholding. All U.S. Shareholders depositing Registered Shares pursuant to the Offer should complete and sign the Form W-9 included in the Letter of Transmittal to provide the information necessary to avoid backup withholding. Non-U.S. Shareholders should complete and sign the Form W-8BEN - Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding included in the Letter of Transmittal in order to avoid backup withholding. See Instruction 8 of the Letter of Transmittal. Backup withholding is not an additional tax. The amount of any backup withholding will be refunded (or allowed as a credit against the U.S. federal income tax liability of the Shareholder) provided that the required information is furnished to the Internal Revenue Service. Formation of Agreement The acceptance of the Offer pursuant to the procedures set forth above constitutes a binding agreement between a depositing Shareholder and the Offeror, effective immediately following the time at which the Offeror takes up the Registered Shares deposited by such Shareholder, in accordance with the terms and conditions of the Offer. This agreement includes a representation and warranty by the depositing Shareholder that: (a) the Person signing the Letter of Transmittal has full power and authority to deposit, sell, assign and transfer the Deposited Shares and all rights and benefits arising from such Deposited Shares, including any Distributions; (b) the Person signing the Letter of Transmittal or on whose behalf a book-entry transfer is made owns the Deposited Shares and any Distributions deposited under the Offer; (c) the Deposited Shares and Distributions have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any of the Deposited Shares and Distributions, to any other Person; (d) the deposit of the Deposited Shares and Distributions complies with applicable laws; and (e) when the Deposited Shares and Distributions are taken up and paid for by the Offeror, the Offeror will acquire good title thereto (and to the Distributions), free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others.

14

4.

CONDITIONS OF THE OFFER

Notwithstanding any other provision of the Offer and subject to applicable laws, and in addition to (and not in limitation of) the Offerors right to withdraw, extend, vary or change the Offer at any time prior to the Expiry Time pursuant to Section 5 of the Offer, Extension, Variation or Change in the Offer or Circular, the Offeror shall have the right to withdraw the Offer (or extend the Offer to postpone taking up and paying for any Registered Shares deposited under the Offer) and shall not be required to take up, purchase or pay for, any Registered Shares deposited under the Offer unless all of the following conditions are satisfied or waived by the Offeror at or prior to the Expiry Time: (a) at the Expiry Time, and at the time Offeror first takes up Registered Shares under the Offer, there shall have been validly deposited under the Offer and not withdrawn that number of Registered Shares which constitutes at least 66% of the outstanding Registered Shares not owned by the Offeror (calculated on a diluted basis) (the Minimum Condition); all requisite Regulatory Approvals, including those of Securities Authorities, shall have been obtained on terms and conditions satisfactory to the Offeror in its sole discretion, acting reasonably, and all statutory or regulatory waiting periods shall have expired or been terminated; the Offeror shall have determined in its discretion, acting reasonably, that no act, action, suit or proceeding shall have been threatened or taken before or by any Governmental Entity, whether or not having the force of law, and no law shall have been proposed, enacted, promulgated, amended or applied, which in either case: (i) has the effect to cease trade, enjoin, prohibit or impose material limitations, damages or conditions on the purchase by or the sale to the Offeror of the Registered Shares or the right of the Offeror to own or exercise full rights of ownership of the Registered Shares; if the Offer were consummated, would reasonably be expected to have a Material Adverse Effect; which would materially and adversely affect the ability of the Offeror to complete the Offer (or any Second Stage Transaction) and/or take up and pay for any Registered Shares deposited under the Offer; seeks to obtain from the Offeror, Trafigura or any of their subsidiaries or Iberian or any of its subsidiaries any material damages directly or indirectly in connection with the Offer (or any Second Stage Transaction); or seeks to prohibit or limit the ownership or operation by the Offeror of any portion of the business or assets of Iberian or its subsidiaries or to compel the Offeror, Trafigura or its subsidiaries to dispose of or hold separate any portion of the business or assets of Iberian or any of its subsidiaries as a result of the Offer (or any Second Stage Transaction);

(b)

(c)

(ii) (iii)

(iv)

(v)

(d)

the Offeror shall have determined in its discretion, acting reasonably, that there shall not exist any prohibition at law against the Offeror making the Offer or taking up and paying for any Registered Shares deposited under the Offer; the Offeror shall have determined in its discretion, acting reasonably, that there does not exist any Material Adverse Change; the Offeror shall have determined in its discretion that at the Expiry Time: (i) all representations and warranties of Iberian in the Pre-Acquisition Agreement: (A) that are qualified by a reference to a Material Adverse Effect shall be true and correct in all respects; and that are not qualified by a reference to a Material Adverse Effect (other than with respect to outstanding share capital (on an undiluted and fully diluted basis) which shall be true and correct in all respects except for changes thereto resulting from the issuance of Registered Shares under the terms of the Convertible Securities) which shall be true and correct in all respects except for (1) changes thereto resulting from the issuance of Shares under the terms 15

(e)

(f)

(B)

of the Convertible Securities and (2) an inaccuracy therein which does not exceed 0.5% of the Corporations outstanding share capital (calculated on a undiluted or fully diluted basis) as disclosed in the Pre-Acquisition Agreement) shall be true and correct in all respects unless the failure to be true and correct has not had or would not reasonably be expected to have a Material Adverse Effect; and (ii) Iberian shall have observed and performed its covenants and other obligations under the PreAcquisition Agreement in all material respects to the extent that such covenants and obligations were to have been observed or performed by Iberian at or prior to the Expiry Time;

(g) (h) (i)

the Pre-Acquisition Agreement shall not have been terminated; the Lock-Up Agreement shall have been complied with and not terminated; and all outstanding Options shall have been exercised in full or converted or repurchased as permitted by the PreAcquisition Agreement or irrevocably released, surrendered or waived.

The foregoing conditions are for the exclusive benefit of the Offeror and may be asserted by the Offeror regardless of the circumstances giving rise to any such assertion. The Offeror may, in its sole discretion, waive any of the foregoing conditions, in whole or in part, at any time and from time to time, before the Expiry Time, without prejudice to any other rights which the Offeror or Trafigura may have. The failure of the Offeror at any time to exercise any of the foregoing rights will not be deemed to be a waiver of any such right and each such right shall be deemed to be an ongoing right which may be asserted at any time and from time to time Any waiver of a condition or the termination or withdrawal of the Offer shall be effective upon written notice or other communication confirmed in writing by the Offeror to that effect, to the Depositary at its office in Calgary, Alberta. Forthwith after giving any such notice, the Offeror will make a public announcement of such waiver or withdrawal, cause the Depositary, if required by law, as soon as practicable thereafter to notify the Shareholders in the manner set forth in Section 11 of the Offer, Notice, and provide a copy of the aforementioned public announcement to the TSXV. If the Offer is withdrawn, the Offeror shall not be obligated to take up or pay for any Registered Shares deposited under the Offer, and the Depositary will promptly return all certificates representing deposited Registered Shares, Letters of Transmittal, Notices of Guaranteed Delivery and related documents to the parties by whom they were deposited at the Offerors expense as described in Section 8 of the Offer, Return of Registered Shares. Any determination by the Offeror concerning an event or other matter described in the foregoing conditions of this Section 4 will be final and binding upon all parties.

5.

EXTENSION, VARIATION OR CHANGE IN THE OFFER OR CIRCULAR

The Offer will be open for acceptance until the Expiry Time, unless the Offer is extended or withdrawn by the Offeror. The Offeror expressly reserves the right, in its sole discretion, at any time and from time to time while the Offer is open for acceptance (or otherwise as permitted by applicable law), to extend the Expiry Time by fixing a new Expiry Time or to otherwise vary the terms of the Offer, in each case by giving written notice or other communication confirmed in writing of such extension or variation to the Depositary at its office in Calgary, Alberta. The Offeror, after giving any such notice or communication, shall promptly issue and file a press release regarding such extension or variation, and shall cause the Depositary as soon as practicable thereafter to provide a notice of extension or variation in the required form in the manner set forth in Section 11 of the Offer, Notice, to all Shareholders whose Registered Shares have not been taken up before the date of the extension or variation and to all holders of Convertible Securities and shall provide a copy of the notice of extension or variation to the TSXV. Any notice of extension or variation will be deemed to have been given and to be effective on the day on which it is delivered or otherwise communicated in writing to the Depositary at its office in Calgary, Alberta. The Lock-Up Agreement restricts the Offerors ability to amend certain terms and conditions of the Offer without the prior written consent of the Locked-Up Shareholders. See Section 6 of the Circular, The Lock-Up Agreement. The Pre-Acquisition Agreement restricts the Offerors ability to amend certain of the terms and conditions of the Offer without the prior written consent of Iberian. Where the terms of the Offer are varied (except a variation consisting solely of a waiver of a condition and any extension of the Offer resulting from the waiver), the Offer Period will not expire before 10 days after the notice of such variation has been sent to Shareholders, unless otherwise permitted by applicable law and subject to abridgement or elimination of that period pursuant to such orders as may be granted by applicable Securities Regulatory Authorities. 16

If at any time prior to the Expiry Time, or at any time after the Expiry Time but before the expiry of all rights to withdraw the Registered Shares deposited under the Offer, a change occurs in the information contained in the Offer or the Circular, each as may be varied or amended from time to time, that would reasonably be expected to affect the decision of a Shareholder to accept or reject the Offer (other than a change that is not within the control of the Offeror or of an affiliate of the Offeror), the Offeror will promptly give written notice of such change to the Depositary at its office in Calgary, Alberta, and will cause the Depositary to provide a notice of change in the required form in the manner set forth in Section 11 of the Offer, Notice to all registered Shareholders whose Registered Shares have not been taken up pursuant to the Offer before the date of the change and to all holders of Convertible Securities, if required by applicable law. The Offeror will as soon as practicable after giving notice of a change in information to the Depositary issue and file a news release regarding the change in information and file a copy of the notice of change with the Securities Authorities. Any notice of change in information will be deemed to have been given and to be effective on the day on which it is delivered or otherwise communicated to the Depositary at its office in Calgary, Alberta. Notwithstanding the foregoing, but subject to applicable laws, the Offer may not be extended by the Offeror if all of the terms and conditions of the Offer have been complied with or waived, unless the Offeror first takes up all Registered Shares deposited under the Offer and not withdrawn. During any extension or in the event of any variation or change in information, all Registered Shares deposited and not taken up or withdrawn will remain subject to the Offer and may be taken up by the Offeror in accordance with the terms hereof, subject to Section 7 of the Offer, Right to Withdraw Deposited Registered Shares. An extension of the Offer Period, a variation of the Offer or a change in information does not constitute a waiver by the Offeror of its rights under Section 4 of the Offer, Conditions of the Offer. If, prior to the Expiry Time, the consideration being offered for the Registered Shares under the Offer is increased, the increased consideration will be paid to all depositing holders of the Registered Shares whose Registered Shares are taken up under the Offer, whether or not such Registered Shares were taken up before the increase.

6.

TAKE UP AND PAYMENT FOR DEPOSITED REGISTERED SHARES

If all the terms and conditions referred to in Section 4 of the Offer, Conditions of the Offer, have been fulfilled or waived by the Offeror at or prior to the Expiry Time, the Offeror will take up and pay for all of the Registered Shares validly deposited under the Offer and not properly withdrawn pursuant to Section 7 of the Offer, Right to Withdraw Deposited Registered Shares, not later than 10 days after the Expiry Time. The Offeror shall pay for Registered Shares that it has taken up as soon as possible, and in any event not later than the earlier of three (3) Business Days after the Registered Shares are taken up and 10 days after the Expiry Time. Any Registered Shares deposited pursuant to the Offer after the first date on which the Registered Shares have been taken up and paid for by the Offeror will be taken up and paid for not later than 10 days after such deposit. For the purposes of the Offer, the Offeror will be deemed to have taken up and accepted for payment Registered Shares validly deposited under the Offer and not withdrawn if, as and when the Offeror gives written notice, or other communication confirmed in writing, to the Depositary, at its principal office in Calgary, Alberta to that effect and as required by applicable law. Subject to applicable laws and the terms of the Pre-Acquisition Agreement, the Offeror reserves the right, in its sole discretion and notwithstanding any other condition of the Offer, to delay taking up or paying for any Registered Shares or to terminate the Offer and not take up or pay for any Registered Shares if any condition specified in Section 4 of the Offer, Conditions of the Offer, is not satisfied or waived, by giving written notice thereof or other communication confirmed in writing to the Depositary at its principal office in Calgary, Alberta. The Offeror also expressly reserves the right, in its sole discretion and notwithstanding any other condition of the Offer, to delay taking up or paying for the Registered Shares in order to comply, in whole or in part, with any applicable laws or regulatory approvals. The Offeror will not, however, take up and pay for any Registered Shares deposited under the Offer unless it simultaneously takes up and pays for all Registered Shares then validly deposited under the Offer. Subject to applicable laws and the terms of the Pre-Acquisition Agreement, the Offeror will pay for Registered Shares validly deposited under the Offer and not withdrawn by providing, or causing to be provided, the Depositary with sufficient funds (by bank transfer or other means satisfactory to the Depositary) for transmittal to depositing Shareholders. The Depositary will act as the agent of Persons who have deposited Registered Shares in acceptance of the Offer for the purposes of receiving payment from the Offeror and transmitting such payment to such Persons. Receipt of payment by the Depositary will be deemed to constitute receipt of payment by Persons depositing Registered Shares. Under no circumstances will interest accrue or be paid by the Offeror, Trafigura or the Depositary on the purchase price of the Registered Shares purchased by the Offeror, regardless of any delay in making such payment. Settlement with each Person who has validly deposited and not withdrawn Registered Shares under the Offer will be effected by the Depositary by forwarding a cheque (except for payments in excess of $25 million, which will be made by wire transfer), payable in Canadian funds, in the amount to which the Person depositing Registered Shares is entitled. Unless otherwise directed in the Letter of Transmittal, any such cheque will be issued in the name of the registered holder of Registered Shares so deposited. Unless the Person 17

who deposits Registered Shares instructs the Depositary to hold such cheque for pick-up by checking the appropriate box in the Letter of Transmittal, such cheque will be forwarded by first class mail to such Person at the address specified in the Letter of Transmittal. If no address is specified therein, such cheque will be forwarded to the address of the holder as shown on the share register maintained by Iberian or Iberians transfer agent. Cheques mailed in accordance with this paragraph will be deemed to have been delivered upon the date of mailing. Pursuant to applicable law, the Offeror may, in certain circumstances, be required to make withholdings from the amount otherwise payable to Shareholders. Depositing Shareholders will not be obligated to pay brokerage fees or commissions if they accept the Offer by depositing their Registered Shares directly with the Depositary. However, a broker or other nominee through whom a Shareholder owns Registered Shares may charge a fee to tender any such securities on behalf of the Shareholder. Shareholders should consult their investment advisors, stock brokers or other nominees to determine whether any charges will apply.

7.

RIGHT TO WITHDRAW DEPOSITED REGISTERED SHARES

Except as otherwise stated in this Section 7 or otherwise required by applicable laws, all deposits of Registered Shares pursuant to the Offer are irrevocable. Unless otherwise required or permitted by applicable law, any Registered Shares deposited in acceptance of the Offer may be withdrawn by or on behalf of the depositing Shareholder: (a) (b) at any time before the Registered Shares have been taken up by the Offeror; at any time before the expiration of 10 days from the date upon which either: (i) a notice of change relating to a change which has occurred in the information contained in the Offer or the Circular, each as may be varied or amended from time to time, which change would reasonably be expected to affect the decision of a Shareholder to accept or reject the Offer (other than a change that is not within the control of the Offeror or of an affiliate of the Offeror) in the event that such change occurs prior to the Expiry Time or after the Expiry Time but before the expiry of all rights to withdraw the Registered Shares deposited under the Offer; or a notice of variation concerning a variation in the terms of the Offer (other than a variation consisting solely of an increase in the consideration offered for the Registered Shares and an extension of the time for deposit to not later than 10 days after the date of notice of variation or a variation in the terms of the Offer consisting solely of a waiver of one or more of the conditions of the Offer, or both)

(ii)

is mailed, delivered or otherwise properly communicated to the Depositary, but only if such deposited Registered Shares have not been taken up by the Offeror in advance of receipt of such communication by the Depositary, as the case may be, and subject to abridgement of that period pursuant to such order or orders as may be granted by the courts or Securities Regulatory Authorities; or (c) if the Registered Shares have not been paid for by the Offeror within three (3) Business Days after having been taken up.

Withdrawals of Registered Shares deposited pursuant to the Offer must be effected by written notice of withdrawal made by or on behalf of the depositing Shareholder and must be actually received by the Depositary at the place of deposit of the applicable Registered Shares (or Notice of Guaranteed Delivery in respect thereof) within the time limits indicated above. Notices of withdrawal must: (i) be made by a method, including a manually executed facsimile transmission, that provides the Depositary with a written or printed copy; (ii) be signed by or on behalf of the Person who signed the Letter of Transmittal (or Notice of Guaranteed Delivery in respect thereof) accompanying the Registered Shares which are to be withdrawn; and (iii) specify such Persons name, the number of Registered Shares to be withdrawn, the name of the registered holder and the certificate number shown on each certificate representing the applicable Registered Shares to be withdrawn. Any signature in a notice of withdrawal must be guaranteed by an Eligible Institution in the same manner as in a Letter of Transmittal (as described in the instructions and rules set out in the Letter of Transmittal), except in the case of Registered Shares deposited for the account of an Eligible Institution. If Registered Shares have been deposited pursuant to the procedures for Book Entry Transfer, as set forth in Section 3 of the Offer, Manner of Acceptance - Book Entry Transfer, any notice of withdrawal must specify the name and number of the account at CDS or DTC, as applicable, to be credited with the withdrawn Registered Shares and otherwise comply with the procedures of CDS or DTC, as applicable. A withdrawal of Registered Shares deposited under the Offer can only be accomplished in accordance with the foregoing procedures. The withdrawal will take effect only upon actual receipt by the Depositary of the properly completed and executed written notice of withdrawal. 18

Investment advisors, stockbrokers, banks, trust companies or other nominees may set deadlines for the withdrawal of Registered Shares deposited under the Offer that are earlier than those specified above. Shareholders whose Registered Shares are registered in the name of an investment advisor, stockbroker, bank, trust company or other nominee should contact that nominee for assistance. All questions as to the validity (including without limitation timely receipt) and form of notices of withdrawal will be determined by the Offeror in its sole discretion, and such determination will be final and binding. There will be no obligation on the Offeror, Trafigura, the Depositary or any other Person to give any notice of any defects or irregularities in any withdrawal and no liability will be incurred by any of them for failure to give any such notice. If the Offeror extends the period of time during which the Offer is open, is delayed in taking up or paying for Registered Shares or is unable to take up or pay for Registered Shares, then, without prejudice to the Offerors other rights, Registered Shares deposited under the Offer may be retained by the Depositary on behalf of the Offeror and such Registered Shares may not be withdrawn except to the extent that depositing Shareholders are entitled to withdrawal rights as set forth in this Section 7 or pursuant to applicable law. Withdrawals cannot be rescinded and any Registered Shares withdrawn will thereafter be deemed to be not validly deposited for the purposes of the Offer, but may be re-deposited subsequently at or prior to the Expiry Time by following the procedures described under Section 3 of the Offer, Manner of Acceptance. In addition to the foregoing rights of withdrawal, Shareholders in certain provinces of Canada are entitled to statutory rights of rescission or to damages in certain circumstances. See Section 25 of the Circular, Statement of Rights.

8.

RETURN OF REGISTERED SHARES

If (a) any deposited Registered Shares are not taken up and paid for by the Offeror under the Offer for any reason whatsoever, or (b) if fewer than the total number of Registered Shares evidenced by any Share Certificate(s) are deposited by the Shareholder pursuant to the Offer, Share Certificate(s) representing Registered Shares will be returned at the Offerors expense by either (x) returning the Share Certificate(s) representing the deposited Registered Shares together with any other relevant documents not purchased by the Offeror, (y) sending new Share Certificate(s) for the number of Registered Shares not deposited by the Shareholder, in each case to the depositing Shareholder as soon as practicable after the Expiry Time, or (z) in the case of Registered Shares deposited by bookentry transfer of such Registered Shares pursuant to the procedures set out in Section 3 of the Offer, Manner of Acceptance - BookEntry Transfer, crediting such Registered Shares to the depositing Shareholders account maintained with CDS or DTC, as applicable. The Share Certificate(s) and other relevant documents will be forwarded by first class insured mail in the name of and to the address of the depositing Shareholder specified in the Letter of Transmittal or, if no such name or address is so specified, then in such name and to such address of such Shareholder as shown on the registers maintained by Iberian, as soon as practicable following the Expiry Time or withdrawal or termination of the Offer.

9.

CHANGES IN CAPITALIZATION, DIVIDENDS, DISTRIBUTIONS AND LIENS

If, on or after the date of the Offer, Iberian should divide, combine, reclassify, consolidate, convert or otherwise change any of the Registered Shares or its capitalization, or issue any Registered Shares, or issue, grant or sell any Options, warrants or other Convertible Securities or other securities convertible into, or exchangeable or exercisable for, Registered Shares, other than the issuance of Registered Shares upon the exercise of outstanding Options or Warrants, or should disclose that it has taken or intends to take any such action, then the Offeror may, in its sole discretion and without prejudice to its other rights under Section 4 of the Offer, Conditions of the Offer, make such adjustments as it considers appropriate to the Offer Price and the other terms and conditions of the Offer (including, without limitation, the type of securities offered to be purchased and the amounts payable therefor) to reflect any such division, combination, reclassification, consolidation, conversion, issuance, grant, sale or other change. Registered Shares acquired pursuant to the Offer shall be transferred by the Shareholder and acquired by the Offeror free and clear of all liens, charges, encumbrances, claims, equities and rights of others and together with all rights and benefits arising therefrom, including the right to any and all dividends, distributions, payments, securities, rights, assets or other interests (other than the cash dividends, distributions or payments in respect of which the Offer Price payable by the Offeror has been reduced as described below) which may be declared, paid, distributed, issued, made or transferred on or in respect of the Registered Shares on or after the date of the Offer. If, on or after the date of the Offer, Iberian should declare, set aside, make or pay any dividend or declare, set aside, make or pay any other distribution or payment on, or declare, allot, reserve or issue, any securities, rights or other interests with respect to any Registered Share that is payable or distributable to Shareholders on a record date that is prior to the date of transfer into the name of the Offeror or its nominee or transferee on the register of Shareholders maintained by Iberian or its agent of such Registered Shares following acceptance thereof for purchase pursuant to the Offer, then (and without prejudice to the Offerors rights under Section 4 of the Offer, Conditions of the Offer) (i) in the case of any such cash dividend, distribution or payment, the amount of the dividends, distributions or payments shall be received and held by the depositing Shareholder for the account of the Offeror until the 19

Offeror pays for such Registered Shares, and to the extent that such dividends, distributions or payments do not exceed the purchase price per Registered Share payable in cash by the Offeror pursuant to the Offer, the purchase price per Registered Share payable by the Offeror pursuant to the Offer in cash will be reduced by the amount of any such dividend, distribution or payment, and (ii) in the case of any such cash dividend, distribution or payment that exceeds the purchase price per Registered Share payable in cash by the Offeror pursuant to the Offer, or in the case of any non-cash dividend, distribution, payment, right or interest, the whole of any such dividend, distribution, payment, right or other interest, will be received and held by the depositing Shareholder for the account of the Offeror and shall be required to be promptly remitted and transferred by the depositing Shareholder to the Depositary for the account of the Offeror, accompanied by appropriate documentation of transfer. Pending such remittance, the Offeror will be entitled to all rights and privileges as the owner of any such dividend, distribution, payment, right or other interest and may withhold the entire purchase price payable by the Offeror pursuant to the Offer or deduct from the consideration payable by the Offeror pursuant to the Offer the amount or value thereof, as determined by the Offeror in its sole discretion. The declaration or payment of any dividend or payment of any dividend or distribution may have tax consequences not discussed in Section 18 of the Circular, Certain Canadian Federal Income Tax Considerations.

10.

MAIL SERVICE INTERRUPTION

Notwithstanding the other provisions of the Offer Documents, cheques and any other relevant documents will not be mailed if the Offeror determines that delivery thereof by mail may be delayed. Persons entitled to cheques and any other relevant documents that are not mailed for the foregoing reason may take delivery thereof at the office of the Depositary to which the Registered Shares were deposited until such time as the Offeror has determined that delivery by mail will no longer be delayed. Notwithstanding the provisions set out under Take Up of and Payment for Deposited Shares in Section 6 of the Offer, cheques and any other relevant documents not mailed for the foregoing reason will be conclusively deemed to have been delivered upon being made available for delivery to the depositing Shareholder at the Toronto, Ontario office of the Depositary. Notice of any determination regarding mail service delay or interruption made by the Offeror will be given in accordance with the provisions set out under Section 11 of the Offer, Notice. Notwithstanding Section 6 of the Offer, Take Up and Payment for Deposited Registered Shares, the deposit of cheques with the Depositary for delivery to depositing Shareholders in such circumstances shall constitute delivery to the Persons entitled thereto and the Registered Shares shall be deemed to have been paid for immediately upon such deposit.

11.

NOTICE

Without limiting any other lawful means of giving notice, any notice which may have been given or caused to be given by the Offeror or the Depositary under the Offer will be deemed to have been properly given if it is mailed by first class mail, postage prepaid or sent by pre-paid courier to the registered Shareholders at their addresses as shown on the registers maintained by or on behalf of Iberian and will be deemed to have been received on the first day following the date of mailing or sending by courier which is a business day. For these purposes, business day means any day other than a Saturday, Sunday or statutory holiday in the jurisdiction to which the notice is mailed. These provisions apply notwithstanding any accidental omission to give notice to any one or more Shareholders and notwithstanding any interruption of postal service following mailing. In the event of any interruption of mail service following mailing, the Offeror intends to make reasonable efforts to disseminate the notice by other means, such as publication. Except as otherwise required or permitted by law, if post offices in Canada or the United States or elsewhere are not open for the deposit of mail or there is reason to believe that there is or could be a disruption in all or part of the postal service, any notice which the Offeror or the Depositary may give or cause to be given under the Offer, except as otherwise provided herein, will be deemed to have been properly given and to have been received by Shareholders, if: (i) it is given to the TSXV for dissemination through its facilities; (ii) it is published once in the national edition of The Globe and Mail or The National Post, provided that if the national edition of The Globe and Mail or The National Post is not being generally circulated, publication thereof shall be made in any other daily newspaper of general circulation published in the city of Toronto, Ontario; or (iii) it is distributed through the facilities of Canada Newswire. The Offer and the Circular and accompanying Letter of Transmittal and Notice of Guaranteed Delivery will be delivered to registered Shareholders (and to registered holders of Convertible Securities) and the Offeror will use reasonable efforts to furnish such documents to brokers, investment advisors, banks and similar Persons whose names, or the names of whose nominees, appear in the register maintained by or on behalf of Iberian in respect of the Registered Shares or, if security position listings are available, who are listed as participants in a clearing agencys security position listing, for subsequent transmittal to the beneficial owners of Registered Shares where such listings are received. Wherever the Offer calls for documents to be delivered to the Depositary, such documents will not be considered delivered unless and until they have been physically received at the office of the Depositary in Toronto, Ontario as set forth in the Letter of Transmittal or Notice of Guaranteed Delivery, as applicable. Wherever the Offer calls for documents to be delivered to a particular office of the Depositary, such documents will not be considered delivered unless and until they have been physically received at that particular office at the address provided in the Letter of Transmittal or Notice of Guaranteed Delivery, as applicable.

20

12.

MARKET PURCHASES OF REGISTERED SHARES

The Offeror reserves the right to, and may, directly or indirectly, acquire or cause an affiliate to acquire beneficial ownership of Registered Shares as permitted by applicable law, at any time beginning on the third Business Day following the date of the Offer and from time to time before the Expiry Time. Under Section 2.2(3) of MI 62-104 and Section 2.1 of OSC Rule 62-504, the Offeror may purchase Registered Shares other than under the terms of the Offer provided that: (a) such intention is stated in a news release issued and filed at least one (1) Business Day prior to making such purchases; the number of Registered Shares beneficially acquired does not exceed five percent (5%) of the outstanding Registered Shares as of the date of the Offer; the purchases are made in the normal course through the facilities of the TSXV; the Offeror issues and files a news release containing the information required under Section 2.2(3) of MI 62-104 and Section 2.1 of OSC Rule 62-504 immediately after the close of business of the TSXV on each day in which Registered Shares have been purchased; and the broker involved in such trades provides only customary broker services and receives only customary fees or commissions, and no solicitation is made by the Offeror, the seller or their agents.

(b)

(c) (d)

(e)

Although the Offeror has no present intention to sell Registered Shares purchased under the Offer, the Offeror reserves the right to make or enter into arrangements, commitments or understandings at or prior to the Expiry Time to sell any of such Registered Shares after the Expiry Time, subject to compliance with Section 2.7(2) of MI 62-104. For the purposes of this Section 12, the Offeror includes Trafigura and any person acting jointly or in concert with the Offeror or Trafigura.

13.

OTHER TERMS

The Offer and all contracts resulting from the acceptance of the Offer shall be governed by and construed in accordance with the laws of the Province of Ontario and all laws of Canada applicable therein. Each party to any agreement resulting from the acceptance of the Offer unconditionally and irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario and the courts of appeal therefrom. The Offeror reserves the right to transfer to one or more affiliates of the Offeror or Trafigura the right to purchase all or any portion of the Registered Shares deposited under the Offer, but such transfer will not relieve the Offeror of its obligations under the Offer and will in no way prejudice the rights of Persons depositing Registered Shares to receive payment for Registered Shares validly deposited and accepted for payment under the Offer. No Person has been authorized to give any information or to make any representation on behalf of the Offeror, Trafigura or their affiliates other than as contained in the Offer and the Circular, and, if given or made, such information or representation must not be relied upon as having been authorized by the Offeror or Trafigura, as applicable. No broker, dealer or other Person shall be deemed to be the agent of the Offeror, Trafigura or the Depositary for the purposes of the Offer. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer, the Offer shall be made on behalf of the Offeror by brokers or dealers licensed under the laws of such jurisdiction. The Offeror is entitled, in its sole discretion, to make a final and binding determination of all questions relating to the interpretation of the Offer Documents (including, without limitation, the satisfaction or non-satisfaction of any condition), the validity, form, eligibility (including timely receipt) and acceptance of any Registered Shares and accompanying documents deposited pursuant to the Offer and any notice of withdrawal of Registered Shares, the due completion of the Letter of Transmittal or the Notice of Guaranteed Delivery. The Offeror reserves the absolute right to reject any and all deposits which the Offeror determines not to be in proper form or which may be unlawful to accept under the laws of any jurisdiction. The provisions of the Glossary, the Summary, Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery accompanying the Offer, including the instructions contained therein, are incorporated into and form part of the terms and conditions of the Offer.

21

The Offeror reserves the right to waive any defect in or irregularity in any deposit or notice of withdrawal with respect to any Registered Share and the accompanying documents or any particular Shareholder or to permit the Offer to be accepted in any manner other than as set out in the Offer. There will be no duty or obligation on the Offeror, Trafigura or the Depositary or any other Person to give notice of any defect or irregularity in any deposit or notice of withdrawal, and no liability will be incurred by any of them for failure to give any such notice. While the Offer is being made to all shareholders on the books of Iberian, this document does not constitute an offer or a solicitation to any Person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to (nor will deposits be accepted from or on behalf of) Shareholders residing in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to make the Offer in any such jurisdiction and extend the Offer to Shareholders in any such jurisdiction. The Offer and the accompanying Circular and the other documents referred to above constitute the take-over bid circular required under Canadian provincial securities laws with respect to the Offer. Shareholders are urged to refer to the accompanying Circular for additional information relating to the Offer. Dated: December 15, 2011 URION MINING INTERNATIONAL B.V.

By:

(Signed) Christopher Cox Director

22

CIRCULAR This Circular is supplied in connection with the Offer made by the Offeror dated December 15, 2011 to purchase, on and subject to the terms and conditions described therein, all of the issued and outstanding Registered Shares, including any Registered Shares that may become issued and outstanding after the date of the Offer and prior to the Expiry Time upon the exercise of Options or any other rights to acquire Registered Shares, other than Registered Shares owned, directly or indirectly, by Trafigura and its affiliates. The terms, conditions and provisions of the Offer Documents are incorporated into and form part of this Circular and collectively constitute the take-over bid circular of the Offeror. Certain terms used in this Circular are defined in the Glossary. Shareholders should refer to the Offer Documents for details of the terms and conditions of the Offer. Unless otherwise indicated, information concerning Trafigura, the Offeror and Iberian is given as at December 15, 2011

1.

THE OFFEROR AND TRAFIGURA

The Offeror The Offeror is a company existing under the laws of the Netherlands and is a wholly-owned indirect subsidiary of Trafigura. The Offerors registered office is located at Gustav Mahlerplein 102, 1082MA Amsterdam, the Netherlands. Trafigura Trafigura is a company existing under the laws of the Netherlands. Trafigura was formed as a private company under the laws of the Netherlands in 1993. Trafigura is the worlds third largest independent oil trader and the second largest independent trader in non-ferrous concentrates. Established as a private company in 1993, Trafigura currently has over 6,000 employees operating in 67 offices worldwide. Trafigura currently owns, directly or indirectly, 219,280,519 Registered Shares, or approximately 47% of the issued and outstanding Registered Shares. The principal executive offices of Trafigura are located at 20th Floor, Ito Tower, Gustav Mahlerplein 102, 1082 MA, Amsterdam, the Netherlands.

2.
General

IBERIAN

Iberian is a corporation continued under the laws of Switzerland. Iberians registered office is located at Falkengasse 3, Lucerne, Switzerland. The Spanish corporate office of Iberian is located at Avda. Republica Argentina, 28, Bormujos (Seville), Spain. The Peruvian corporate office of Iberian is located at Victor Andres Belaunde 147 Torre Real 10, Piso 6 Centro Empresarial Real San Isidro Lima 27 Peru. The Canadian office of Iberian is located at 65 Front Street East, Suite 200, Toronto, Ontario, M5E 1B5. Iberian is a Canadian-listed global base metals company with interests in Spain and Peru. The Condestable mine, located in Peru approximately 90 kms south of Lima, operates at 2.4 million tonnes per year producing copper and associated silver and gold in concentrate. The Aguas Teidas mine is located in the Andalucia region of Spain approximately 110 kms northwest of Seville and operates an approximately 2.2 million tonnes per year underground mine and concentrator that produces copper, zinc and lead concentrates that also contain silver. The Registered Shares are listed for trading on the TSXV under the symbol IZN. Iberian is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.

23

Capital Structure of Iberian Iberian only has one class of shares outstanding, namely the Registered Shares, with a par value per share of CHF 0.05. The capital structure of Iberian consists of issued share capital, authorized share capital and conditional share capital for financing and employee participation purposes. There are 470,426,707 Registered Shares outstanding as fully paid and non-assessable as at the date hereof. Each Registered Share carries one vote at all meetings of shareholders, is entitled to receive dividends if, as and when declared by the directors, and is entitled to a pro rata share of the remaining property and assets of Iberian distributable to the holders of the Registered Shares, upon any liquidation, dissolution or winding up of Iberian. In addition, Iberian has represented to the Offeror that as of November 16, 2011, there were outstanding (i) 13,600,000 Options (including out-of-the-money Options) to acquire an aggregate of 13,600,000 Registered Shares and (ii) 52,283,209 Warrants to acquire an aggregate of 52,283,209 Registered Shares. Subsequent thereto, an aggregate of 17,857,142 Warrants were exercised and the number of outstanding Options has decreased by 200,000, such that 34,426,067 Warrants and 13,400,000 Options are outstanding on the date hereof. Based on the information furnished to it by Iberian, the Offeror understands that, assuming the exercise or conversion of all Convertible Securities (including out-of-the-money Convertible Securities), 518,252,774 Registered Shares would be subject to the Offer.

Dividend Policy Iberian has neither declared nor paid any dividend to the Shareholders during the two (2) years preceding the date of the Offer. Price Ranges and Trading Volumes of Registered Shares The Registered Shares are listed and posted for trading on the TSXV. The following table sets forth the reported high and low sales prices and the cumulative volume of trading of the Registered Shares on the TSXV for the periods indicated: Price Range($) Low 1.09 0.74 0.60 0.65 0.75 0.60 0.81

Period 2011 December (1 to 14) November October September August July June

High 1.10 1.14 0.89 0.91 0.96 0.99 0.99

Trading Volume 24,310,477 99,884,343 10,684,935 7,690,933 5,111,722 18,377,596 5,299,483

The Offer Price represents a premium of approximately 39% over the closing price of the Registered Shares on the TSXV on the last trading day immediately preceding the announcement by the Offeror of its intention to make the Offer. The Offerors intention to make the Offer was announced to the public before the TSXV opened on November 17, 2011. On November 16, 2011, the last trading day prior to the announcement by the Offeror of its intention to make the Offer, the closing price of the Registered Shares on the TSXV was $0.79. Prior Distributions Based on publicly available information and information provided by Iberian, the Offeror believes that, other than as described in the table below, there have been no distributions of Registered Shares during the five years preceding the date of the Offer. Number of Registered Shares Issued 1,236,551 84,444,500 6,445,983 22,000,000 24 Price Per Registered Share ($) 0.90 0.90 0.56 0.52 Aggregate Proceeds to Iberian ($) $1,112,895.90 $76,000,050.00 $3,609,750.48 $11,440,000.00

Distribution Date June 30, 2011 June 24, 2011 February 11, 2011 October 16, 2010

Distribution Date August 24, 2009 June 5, 2009 April 7, 2009 February 3, 2009 August 7, 2008 February 15, 2008 February 12, 2008 January 28, 2008 August 30, 2007 August 24, 2007 August 16, 2007 January 26, 2007 December 31, 2006

Number of Registered Shares Issued 1,459,073 76,925,000 1,706,472 2,356,557 857,358 675,146 65,990,833 675,146 2,846,154 473,780 13,918,100 463,904 30,000,000

Price Per Registered Share ($) 0.485 0.52 0.32 0.32 0.87 1.12 1.80 1.12 1.17 1.57 1.19 1.63 0.75

Aggregate Proceeds to Iberian ($) $707,650.41 $40,001,000.00 $546,071.04 $754,098.36 $745,901.64 $756,164.38 $118,783,499.40 $756,164.38 $3,330,000.18 $743,835.62 $16,562,539.00 $756,164.38 $22,500,000.00

Previous Purchase and Sales Based on publicly available information, the Offeror believes that, other than as described above under the heading Prior Distributions, during the twelve months preceding the date of the Offer, Iberian has not purchased or sold any securities of Iberian (excluding securities purchased or sold pursuant to the exercise of Convertible Securities).

3.

BACKGROUND TO THE OFFER AND REASONS TO ACCEPT THE OFFER

Background to the Offer Trafigura has been the controlling shareholder of Iberian since January 31, 2008 when Iberian completed its indirect acquisition of Compania Minera Condestable S.A. through the purchase from Trafigura of 100% of the issued and outstanding shares of Urion Worldwide Investments Limited, a wholly-owned subsidiary of Trafigura, in exchange for 65.9 million shares. Since that date, Trafigura has also had representation on the Iberian Board and has provided support for Iberian in the form of technical assistance in both Peru and Spain as well as credit support. More recently, Trafigura has formed the view that Iberians business can be more successfully developed as a private company where share prices will not be susceptible to short term volatility in commodity prices and where credit requirements for Iberians operations can be addressed through Trafiguras global credit facilities. On October 14, 2011, Trafigura sent an initial proposal, including a specified offer price, to Mr. Norman Brewster, Chairman of the board of directors of Iberian, proposing the acquisition of all issued and outstanding Registered Shares by Trafigura. In accordance with MI 61-101, Trafigura requested that Iberian select a valuator suitable to prepare a formal valuation of Iberian and that work on the valuation begin as soon as possible. In the following weeks, Trafigura had numerous discussions with the Iberian board of directors. In early November, Mr. Brewster advised that the preliminary view from Cormark Securities, who were completing the valuation, was that the initial offer price per Registered Share was below the valuation range. After consulting with their financial advisors, Trafigura submitted a revised proposal to the Iberian board of directors on November 6, 2011 offering $1.10 per Registered Share. This revised offer was conditional on obtaining the support of the Locked-Up Shareholders. After discussion with the Locked-Up Shareholders and further discussion with the Iberian board of directors, the PreAcquisition Agreement was executed on the evening of November 16, 2011. Trafigura is Iberians majority shareholder and owns, directly or indirectly, 219,280,519 Registered Shares, or approximately 47% of the issued and outstanding Registered Shares. On November 17, 2011, Trafiguras intention to commence the Offer was publicly announced by way of a press release prior to the opening of the TSXV. 25

Reasons to Accept the Offer Shareholders should consider the following factors in making their decision to accept the Offer: (a) Substantial Premium. The Offer represents a premium of approximately 38% to the volume-weighted average trading price per Registered Share on the TSXV for the 20-trading day period ended November 16, 2011 (the last trading day on the TSXV prior to the announcement of Trafiguras intention to make the Offer) and a premium of approximately 39% to the closing price of the Registered Shares on the TSXV on November 16, 2011. Certainty of Value. The consideration under the Offer is cash, which provides Shareholders with certainty of value. Near Term Liquidity. The Offer provides Shareholders with an ability to realize the value of their investment in the near term. Fully Financed Cash Offer. The Offer is not conditional on obtaining financing and the Offeror has sufficient committed funding to fund the entire consideration payable for the Registered Shares. Offer within Valuation Range. Cormark Securities has prepared the Valuation, which reflects the determination that, as of November 16, 2011, the fair market value of the Registered Shares was in the range of $1.05 to $1.25 per Registered Share. The Offer Price is within this valuation range. Fairness Opinions. The Iberian Board has received the Fairness Opinion from Cormark Securities to the effect that the consideration to be received by the Shareholders pursuant to the Offer is fair, from a financial point of view, to the Shareholders other than Trafigura. Unanimous Recommendation from the Iberian Directors. The Iberian Board (with the directors nominated by Trafigura abstaining), on the unanimous recommendation of the Special Committee and upon receipt of the Valuation and Fairness Opinion, unanimously determined that the Offer is fair to the Shareholders and unanimously recommends that Shareholders accept the Offer and tender their Registered Shares to the Offer. Support of Directors and Officers. Each of the directors and certain senior officers of Iberian has entered into a Lock-up Agreement pursuant to which they have agreed to deposit all of their Registered Shares under the Offer. Support of Significant Securityholders. Hedgehog Capital LLC and Drakanea Management Limited, the most significant securityholders of the Company other than Trafigura, have each entered into the Lock-up Agreement pursuant to which they have agreed to deposit all of their Registered Shares to the Offer.

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

4.

PURPOSE OF THE OFFER AND PLANS FOR IBERIAN

Purpose of the Offer The purpose of the Offer is to enable the Offeror to acquire (and Trafigura indirectly to acquire through the Offeror), on the terms and subject to the conditions of the Offer, all of the issued and outstanding Registered Shares. If the conditions of the Offer are satisfied or waived and the Offeror takes up and pays for the Registered Shares validly deposited under the Offer, the Offeror currently intends to acquire any Registered Shares not deposited under the Offer through a Second Stage Transaction, for consideration per Registered Share at least equal in value to the consideration paid by the Offeror per Registered Share under the Offer. If for some reason the Offeror is unable to effectuate a Second Stage Transaction as outlined above, the Offeror will evaluate other available alternatives. These alternatives could include, to the extent permitted by applicable laws, purchasing additional Registered Shares: (a) in the open market; (b) in privately negotiated transactions; or (c) in another take-over bid or exchange offer or otherwise. Any additional purchases of Registered Shares could be at a price greater than, equal to or less than the price to be paid for Registered Shares under the Offer and could be for cash or securities or other consideration. Alternatively, the Offeror may sell or otherwise dispose of any or all Registered Shares acquired pursuant to the Offer. These transactions may be effectuated on terms and at a price then determined by the Offeror, which may vary from the terms and the price paid for Registered Shares under the Offer. The exact timing and details of any such transaction will depend upon a number of factors and the Offeror reserves the right not to proceed by way of a Second Stage Transaction, or to proceed by way of a Second Stage Transaction on terms other than as described herein.

26

Plans for Iberian It is possible that, in connection with a Second Stage Transaction or otherwise, Iberian may merge with or be wound-up into the Offeror or an affiliate of the Offeror. Also, if permitted by Securities Laws, subsequent to the completion of the Offer and any Second Stage Transaction, if necessary, the Offeror intends to cause Iberian to apply to delist the Registered Shares from the TSXV and to cause Iberian to cease to be a reporting issuer under applicable Securities Laws as described in Section 16 of this Circular, Effect of the Offer on Markets and Listings.

5.

THE PRE-ACQUISITION AGREEMENT

On November 16, 2011, Trafigura and Iberian entered into the Pre-Acquisition Agreement, which sets out, among other things, the terms and conditions under which Iberian agreed to recommend to Shareholders the acceptance of the Offer. The following is a summary of certain provisions of the Pre-Acquisition Agreement. It does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the Pre-Acquisition Agreement. The Pre-Acquisition Agreement has been filed by Iberian with the Canadian Securities Regulatory Authorities and is available under Iberians issuer profile at www.sedar.com. The Offer Trafigura has agreed to make the Offer, through the Offeror, on the terms and conditions set forth in the Pre-Acquisition Agreement, and provided all of the conditions of the Offer described in Section 4 of the Offer, Conditions of the Offer, shall have been satisfied or waived at or prior to the Expiry Time, the Offeror has agreed to take up and pay for all Registered Shares validly tendered and not withdrawn under the Offer within three (3) Business Days following the time at which the Offeror is entitled to take up Registered Shares under the Offer. See Section 6 of the Offer, Take Up of and Payment for Deposited Registered Shares. Trafigura may, in its sole discretion, modify or waive, amend or change any term or condition of the Offer as permitted under the Pre-Acquisition Agreement; provided that Trafigura shall not, without the prior written consent of Iberian: (a) impose additional conditions to the Offer, (b) decrease the number of Registered Shares in respect of which the Offer is made, (c) reduce the value of or change the form of the consideration specified in the Pre-Acquisition Agreement to be offered pursuant to the Offer; or (d) add to, amend or change any term or condition in a manner that is adverse to the Shareholders (it being understood that a waiver, in whole or in part of any condition of the Offer or any extension of the Expiry Time in accordance with the Pre-Acquisition Agreement, is not to be considered adverse). Shareholder Rights Plan Iberian covenants that it will not implement any shareholder rights plan or any other form of plan, arrangement, contract or instrument that will trigger any rights to acquire Registered Shares or other securities of Iberian or any of its subsidiaries or rights, entitlements or privileges in favour of any Person upon entering into of the Pre-Acquisition Agreement or upon the Offeror taking up any Registered Shares pursuant to the Offer. Iberian Board Representation The Iberian Board, as soon as possible following the acquisition by the Offeror of more than the Minimum Required Shares pursuant to the Offer, shall, if requested by the Offeror, be reconstituted through any available means under Swiss law including resignations of existing directors of Iberian and the appointment of the Offeror nominees in their stead or through the calling of a shareholders meeting.

27

No Solicitation Covenant Iberian has agreed that, except as otherwise provided by the Pre-Acquisition Agreement, it will not, directly or indirectly, through any officer, director, employee, financial advisor or representative of Iberian or any of its subsidiaries: (a) solicit, initiate or encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of, or participate in or take any other action to facilitate, any inquiries, discussions, negotiations, proposals or offers from any Person (other than the Offeror) in respect of any matter or thing inconsistent with the successful completion of the Offer, including, without limitation, any Acquisition Proposal; or engage in any discussions or negotiations regarding, or provide any confidential information with respect to, any Acquisition Proposal provided that for greater certainty, Iberian may advise any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the Iberian Board has so determined; or accept, recommend, approve or enter into any agreement to implement an Acquisition Proposal; provided that no provision of the Pre-Acquisition Agreement shall prevent the Iberian Board from: (i) considering, negotiating or providing information in connection with, or otherwise (except as provided for in (iii) below) responding to, any bona fide written Acquisition Proposal in respect of which the Iberian Board has determined in good faith (after receiving the advice of its financial advisors and legal counsel that is reflected in the minutes of the Iberian Board) to be a Superior Proposal; complying with Securities Laws relating to the provision of directors circulars and making appropriate disclosure with respect thereto to Shareholders; and accepting, recommending, approving or implementing any Superior Proposal if prior to such acceptance, recommendation, approval or implementation: (A) after consultation with its financial advisors, and after receiving advice of outside counsel that is reflected in the minutes of the Iberian Board, the Iberian Board concludes in good faith such action is necessary for the Iberian Board to discharge properly its fiduciary duties under applicable law; in arriving at such conclusion, the Iberian Board gives consideration to any amendment proposed by the Offeror in writing in the five (5) Business Day period referred to below; and Iberian has paid the termination fee to the Offeror as required by the Pre-Acquisition Agreement.

(b)

(c)

(ii)

(iii)

(B)

(C)

Iberian has agreed that it will, and will direct and use commercially reasonable efforts necessary to cause its officers, directors, employees and representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than the Offeror or an affiliate of Offeror) with respect to any potential Acquisition Proposal. Iberian will immediately close any and all data rooms which may have been opened. Iberian has agreed not to waive, in whole or in part, or release, in whole or in part, any Person from, or consent to any action pursuant to, any confidentiality or standstill agreement with respect to Iberian or any of its subsidiaries. Iberian will immediately request the return or destruction of all information provided to any Persons who have entered into a confidentiality agreement with Iberian relating to a potential Acquisition Proposal, will use all reasonable efforts to ensure that such requests are honoured and will immediately advise the Offeror orally and in writing of any responses or action (actual, anticipated, contemplated or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Offer. Iberian will immediately notify the Offeror of any existing Acquisition Proposals or of any future Acquisition Proposal (including, without limitation, any amended, supplemented, replaced or renewed Acquisition Proposal previously made) or any request for nonpublic information relating to Iberian or any of its subsidiaries or for access to the properties, books or records of Iberian or any subsidiary by any Person. Such notice to the Offeror will be made, from time to time, orally and in writing, and shall indicate such details of the proposal, inquiry or contact as the Offeror may reasonably request including, without limitation, the identity of the Person making such proposal, inquiry or contact and shall include a copy of any written form of Acquisition Proposal.

28

If the Iberian Directors determine that an Acquisition Proposal constitutes a Superior Proposal, Iberian has agreed it will give immediate notice of such determination and shall give the Offeror not less than five (5) Business Days advance notice of any action to be taken by the Iberian Board to withdraw, modify or change any recommendation regarding the Offer or to enter into any agreement to implement the Superior Proposal, and provide to the Offeror the right, during such five (5) Business Days, to advise the Iberian Board that the Offeror will, within such period, announce its intention to, and, as soon as practicable in the circumstances, and, in any event, within five (5) Business Days of such announcement, amend its Offer to provide that the holders of Registered Shares shall, pursuant to the Offer as amended, receive a value per Registered Share equal to or greater than the value per Registered Share provided in the Superior Proposal or otherwise modify the terms of the Offer to make the Offer a more favourable financial transaction for Iberian and its Shareholders than the Superior Proposal. If the Offeror so advises the Iberian Board, the Iberian Board will not withdraw, modify or change any recommendation with respect to the Offer, as so amended, and neither Iberian nor the Iberian Board will take any action to accept, recommend, approve or implement the Superior Proposal, including, without limitation, any release of the party making the Superior Proposal from any standstill or confidentiality obligation, any further consideration or negotiation of the Superior Proposal or entry into of any agreement regarding the Superior Proposal and Iberian has agreed to amend the Pre-Acquisition to provide for the Offer as so amended. If the Iberian Board receives a request for non-public information from a Person who has made or is considering making an unsolicited bona fide Acquisition Proposal and the Iberian Board determines that such Acquisition Proposal constitutes or will constitute a Superior Proposal, then, and only in such case, Iberian may, subject to the execution of a confidentiality agreement, provide such Person with access to information regarding Iberian provided that Iberian complies with its obligations pursuant to immediately notify the Offeror of any existing Acquisition Proposals or of any future Acquisition Proposal as described above, sends a copy of any such confidentiality agreement to the Offeror immediately upon its execution and provides copies to the Offeror of any information provided to such party concurrently with its provision to such party. Iberian has also agreed that it will ensure that the officers, directors and employees of Iberian and its subsidiaries and any investment bankers or other representatives retained by Iberian are aware of the non-solicitation provisions of the Pre-Acquisition Agreement, and Iberian will be responsible for any breach of the non-solicitation provisions of the Pre-Acquisition Agreement by such investment bankers or other representatives. Second Stage Transaction The Pre-Acquisition Agreement provides that, if the Offeror takes up and pays for, or otherwise acquires, directly or indirectly at least the Minimum Required Shares pursuant to the terms of the Offer, the Offeror agrees to use its commercially reasonable efforts to acquire, and Iberian agrees to use its commercially reasonable efforts to assist the Offeror in acquiring, the balance of the Registered Shares following the Take-up Date, by way of a statutory arrangement, amalgamation, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions, including without limitation, by commencing a normal course issuer bid or by redomiciling Iberian to a jurisdiction where a statutory process is available to achieve such objective (each a Second Stage Transaction). Nothing herein shall be construed to prevent the Offeror from acquiring, directly or indirectly, additional Shares in the open market or in privately negotiated transactions or otherwise, in accordance with Securities Laws following completion of the Offer. Iberian has also agreed that if the Offeror is unable to acquire pursuant to a Second Stage Transaction, the balance of Registered Shares not taken up and paid for under the Offer, and the Offeror makes the decision to list the Registered Shares on a European stock exchange as determined by the Offeror and delist the Registered Shares from the TSXV, then Iberian will use all commercially reasonable efforts to assist the Offeror in achieving such objective. Termination of the Pre-Acquisition Agreement The Pre-Acquisition Agreement may be terminated by notice in writing: (a) (b) at any time prior to the Effective Time by mutual written consent of the Offeror and Iberian; by the Offeror at any time: (i) (ii) after February 28, 2012 if any condition to making the Offer is not satisfied or waived by such date; if Iberian is in default of any covenant or obligation under the Pre-Acquisition Agreement that could reasonably be considered to have a Material Adverse Effect and such default is not curable or, if curable, is not cured by the earlier of the date which is five calendar days from the date of written notice of such breach or default (which notice shall be provided by Iberian as soon as practicable) and the Expiry Time; or if any representation or warranty of Iberian: 29

(iii)

(A)

that is qualified by a reference to a Material Adverse Effect shall be untrue or incorrect in any respect; that is not qualified by a reference to a Material Adverse Effect shall be untrue or incorrect in any respect unless the failure to be true or correct has not had or would not reasonably be expected to have, a Material Adverse Effect (and, for this purpose, any reference to material or other concepts of materiality in such representations and warranties shall be ignored); or as to Iberians share capital on an undiluted and fully-diluted basis shall be untrue or incorrect (except for: (1) changes thereto resulting from the issuance of Registered Shares under the terms of Convertible Securities; or (2) an inaccuracy therein which does not exceed 0.5% of Iberians outstanding share capital (calculated on an undiluted or fully-diluted basis) as disclosed in the Pre-Acquisition Agreement),

(B)

(C)

and such breach, default or inaccuracy is not curable or, if curable, is not completely cured by the earlier of the date which is five calendar days from the date of written notice of such breach, default or inaccuracy (which notice shall be provided by Iberian as soon as practicable) and the Expiry Time; (c) by Iberian at any time: (i) if the Offeror is in default of any material covenant or obligation under the Pre-Acquisition Agreement to be performed by it; or if any representation or warranty of the Offeror under the Pre-Acquisition Agreement is materially untrue or incorrect, and failure of such representation or warranty to be true and correct would prevent or materially delay consummation of the transactions contemplated by the Pre-Acquisition Agreement,

(ii)

and such breach, default or inaccuracy is not curable or, if curable, is not cured by the earlier of the date which is five (5) calendar days from the date of written notice of such breach, default or inaccuracy (which notice shall be provided by the Offeror as soon as practicable) and the Expiry Time; (d) by the Offeror or Iberian if the Effective Time has not occurred within 60 days following the Initial Expiry Time unless the failure of the Offeror to take up and pay for the Registered Shares arises as a result of the breach by Iberian of any material covenant or obligation under the Pre-Acquisition Agreement or as a result of any representation or warranty of Iberian in the Pre-Acquisition Agreement being materially untrue or incorrect; provided however, that if Offerors take-up and payment for Registered Shares deposited under the Offer is delayed by: (i) (ii) an injunction or order made by a court of competent jurisdiction or a Governmental Entity; or the Offeror not having obtained any Regulatory Approval that is necessary to permit the Offeror to take up and pay for Registered Shares deposited under the Offer or necessary for Iberian to continue to carry on its business as currently conducted;

then, provided that such injunction or order is being contested or appealed or Regulatory Approval is being actively sought, as applicable, the Pre-Acquisition Agreement shall not be terminated by Iberian until the tenth Business Day following the date on which such injunction or order ceases to be in effect or such Regulatory Approval is obtained, as applicable; (e) by Iberian if: (i) the Offeror refuses to make the Offer or does not mail the Offer by December 30, 2011 (other than as a result of any act of Iberian or breach by Iberian of any of its obligations under the Pre-Acquisition Agreement or because any of the conditions to the making of the Offer were not satisfied or waived) or (ii) the Offer (or any amendment thereto other than as permitted hereunder or any amendment thereof that has been mutually agreed to by the parties) does not conform in all material respects with the Pre-Acquisition Agreement or any amendment thereof that has been mutually agreed to by the parties and such non-conformity is not cured within five (5) Business Days from the date of written notice to Iberian; by the Offeror if any condition of the Offer shall not be satisfied or waived at the Expiry Time and the Offeror shall not elect to waive such condition, unless the failure of such condition shall be due to the failure of the Offeror to perform in the obligations required to be performed by it pursuant to the Offer or (ii) the Offer (or any 30

(f)

amendment thereto other than as permitted hereunder or any amendment thereof that has been mutually agreed to by the parties) does not conform in all material respects with the Pre-Acquisition Agreement or any amendment thereof that has been mutually agreed to by the parties and such non-conformity is not cured within five (5) Business Days from the date of written notice to Iberian; (g) by the Offeror if a termination fee becomes payable in accordance with the terms and conditions of the PreAcquisition Agreement; by the Offeror if there shall have occurred any Material Adverse Effect; by either the Offeror or Iberian if a Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable, provided that the Party seeking to terminate the Pre-Acquisition Agreement pursuant to this (i) shall have used all commercially reasonable efforts to remove such order, decree, ruling or injunction; or by Iberian if: (i) (ii) the Iberian Board has received a Superior Proposal; Iberian has notified the Offeror in writing of the existence of a Superior Proposal in accordance with the Pre-Acquisition Agreement; following receipt by the Offeror of the notice from Iberian of any existing Acquisition Proposals or of any future Acquisition Proposal in accordance with the non-solicitation provisions of the PreAcquisition Agreement and a copy of the Superior Proposal, a period of at least five (5) Business Days has elapsed; taking into account any revised proposal made by the Offeror pursuant to the non-solicitation provisions of the Pre-Acquisition Agreement, such Superior Proposal remains a Superior Proposal; and Iberian has tendered payment of the fee payable pursuant to the non-solicitation provisions of the PreAcquisition Agreement to the Offeror or its designee.

(h) (i)

(j)

(iii)

(iv)

(v)

Termination Payment If at any time after the execution of the Pre-Acquisition Agreement and provided that the Offeror has not prior thereto breached in any material respect any of its representations, warranties or covenants made in the Pre-Acquisition Agreement: (a) the Independent Directors have withdrawn, modified or changed, during the term of the Offer, any of its recommendations or determinations set out in Section 2.2 of the Pre-Acquisition Agreement in a manner adverse to the Offeror or shall have resolved to do so; the Independent Directors shall have failed to reaffirm their recommendation of the Offer within five Business Days after receipt of any Acquisition Proposal that may be a Superior Proposal, and five Business Days after commencement of any other Acquisition Proposal and in a Directors Circular within 10 days after the mailing of any other Acquisition Proposal; the Independent Directors recommend that any of the Shareholders deposit their Registered Shares under, vote in favour of, or otherwise accept, an Acquisition Proposal; Iberian enters into any agreement, commitment or understanding with any Person with respect to an Acquisition Proposal prior to the expiry of the Offer, excluding a confidentiality agreement entered into with a party that Iberian reasonably believes will make a Superior Proposal; an Acquisition Proposal is publicly announced or made to the Shareholders or to Iberian, and upon the Expiry Time any such Acquisition Proposal has either been accepted or has not expired or been withdrawn, and the Minimum Condition of the Offer has not been satisfied; or

(b)

(c)

(d)

(e)

31

(f)

the Offeror terminates the Pre-Acquisition Agreement pursuant to the right of termination described above in subparagraphs (b)(ii) or (iii) under the heading The Pre-Acquisition Agreement- Termination of the PreAcquisition Agreement,

(each of the above being a Fee Event), then Iberian is obligated to pay to the Offeror $10,000,000 in immediately available funds to an account designated by the Offeror within five Business Days after the first to occur of the events described above plus interest thereon at the rate of 4% per annum if payment is not made when due, provided that Iberian shall only be obligated to make one payment pursuant to the termination fee provisions of the Pre-Acquisition Agreement. The Offeror has also agreed that it will reimburse Iberian for its costs incurred in connection with the transaction contemplated under the Offer to a maximum of $3,000,000 in the event that Iberian terminates the Pre-Acquisition Agreement because: (i) the Offeror has failed to mail the Offer as required under the Pre-Acquisition Agreement; or (ii) the Offeror is in default of any material covenant or obligation under the Pre-Acquisition Agreement to be performed by the Offeror; or if any representation or warranty of the Offeror under the Pre-Acquisition Agreement is materially untrue or incorrect and failure of such representation or warranty to be true and correct would prevent or materially delay consummation of the transactions contemplated by this Agreement, and such breach, default or inaccuracy is not curable or, if curable, is not cured by the earlier of the date which is five calendar days from the date of written notice of such breach, default or inaccuracy (which notice shall be provided by the Offeror as soon as practicable) and the Expiry Time. Representations and Warranties The Pre-Acquisition Agreement contains a number of customary representations and warranties of Trafigura and Iberian relating to, among other things: corporate status, and the corporate authorization and enforceability of, and approval of, the Pre-Acquisition Agreement and the Offer. The representations and warranties of Iberian also address various matters relating to the business, operations and properties of Iberian and its subsidiaries, including, among other things: capitalization; public filings; accuracy of financial statements; financial information; liabilities and indebtedness; books and records; absence of certain changes or events; litigation; compliance with laws; employment matters; tax matters; material contracts; related party transactions; mineral reserves and resources; property and mineral rights; environmental matters; and reporting issuer status. In addition, Trafigura has represented that it has made adequate arrangements to ensure that the required funds are available to effect payment in full for all of the Registered Shares to be acquired pursuant to the Offer. Ordinary Course of Business Iberian has covenanted and agreed that, prior to the earlier of the Effective Time and the date the Pre-Acquisition Agreement is terminated pursuant to its terms, unless the Offeror otherwise agrees in writing or as otherwise expressly contemplated or permitted by the Pre-Acquisition Agreement: (a) Iberian will, and will cause each of its subsidiaries to, among other things, (i) conduct its and their respective business only in, and not take action except in, the usual, ordinary and regular course of business and consistent with past practice; maintain its assets in a proper and prudent manner in accordance with good mining industry practices, and perform and comply in all material respects with all of its obligations under any and all leases and other contracts affecting its assets;

(ii)

(iii)

(b)

Iberian will not directly or indirectly do or permit to occur, any of the following: (i) (other than in transactions solely among Iberian and its subsidiaries) issue, sell, pledge, lease, dispose of, encumber, surrender or abandon or agree to issue, sell, pledge, lease, dispose of or encumber, surrender or abandon (or permit any of its subsidiaries to issue, sell, pledge, lease, dispose of, encumber, surrender or abandon or agree to issue, sell, pledge, lease, dispose of or encumber): (A) any additional Registered Shares of, or any Convertible Securities, any capital stock of Iberian or any of its subsidiaries (other than pursuant to the exercise of Convertible Securities currently outstanding); or except in the ordinary and regular course of business, consistent with past practice and not, in the aggregate, exceeding $1,000,000, any assets of Iberian or any of its subsidiaries; 32

(B)

(ii)

amend or propose to amend its articles, bylaws or constating documents or those of any of its subsidiaries; split, combine or reclassify any outstanding Registered Shares, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to the Registered Shares; except as set forth in the Pre-Acquisition Agreement, redeem, purchase or offer to purchase (or permit any of its subsidiaries to redeem, purchase or offer to purchase) any Registered Shares or other securities of Iberian or any of its subsidiaries; reorganize, amalgamate or merge Iberian or any of its subsidiaries with any other Person; acquire or agree to acquire (by merger, amalgamation, acquisition of stock or assets or otherwise) any Person or acquire or agree to acquire, any assets except in the ordinary and regular course of business, consistent with past practice and not, in the aggregate, exceeding $1,000,000; except in the ordinary and regular course of business, consistent with past practice: (A) pay, discharge or satisfy any material claims, liabilities or obligations; or (B) except such as have been reserved against in the Iberians financial statements filed on SEDAR, relinquish any material contractual rights; enter into any interest rate, currency or commodity swaps, hedges or other similar financial instruments; waive, release, grant or transfer any rights of material value or modify or change in any material respect any existing material, licence, lease, contract, production sharing agreement, government land concession or other document, other than in the ordinary and regular course of business, consistent with past practice; authorize, recommend or propose any release or relinquishment of any material contract right other than in the ordinary and regular course of business, consistent with past practice; (other than the rollover of presently outstanding bankers acceptances or the conversion of prime rate advances to bankers acceptances) incur or commit to incur any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities except for the borrowing of working capital in the ordinary and regular course of business, consistent with past practice, or assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other Person, or make loans or advances, except in the ordinary and regular course of business, consistent with past practice and not in any case, in the aggregate, in excess of $1,000,000; and authorize or propose any of the foregoing, or enter into or modify any contract, agreement, commitment or arrangement to do any of the foregoing;

(iii)

(iv)

(v) (vi)

(vii)

(viii)

(ix)

(x)

(xi)

(xii)

(c)

Iberian will not, and will cause each of its subsidiaries to not: (i) enter into, assume or modify any employment, severance, retention, collective bargaining or similar agreements, policies or arrangements with, or grant any bonuses, salary increases, severance or termination pay to, any officers or directors of Iberian or any of its subsidiaries other than pursuant to agreements in effect (without amendment) on the date of the Pre-Acquisition Agreement; or in the case of employees who are not officers or directors of Iberian or any of its subsidiaries, take any action other than in the ordinary, regular and usual course of business and consistent with past practice (none of which actions shall be unreasonable or unusual) with respect to the entering into, assuming or modifying of any employment, severance, retention, collective bargaining or similar agreements, policies or arrangements with respect to the grant of any bonuses, salary increases, stock options, pension benefits, retirement allowances, deferred compensation, severance or termination pay or any other form of compensation or profit sharing or with respect to any increase of benefits payable otherwise than pursuant to agreements, policies or arrangements in effect (without amendment) on the date of the Pre-Acquisition Agreement provided that Iberian may conduct Minas de Aguas Teidas S.A.U. labour negotiations but: (A) shall inform Offeror of all material developments pertaining thereto; and (b) may not enter into agreement, settlement or other arrangement with respect thereto without the express written approval of Offeror; or 33

(ii)

(iii)

without limiting the foregoing, create, enter into, assume or modify any obligations or liabilities of Iberian or any subsidiary of Iberian to pay (in the past, present or future and whether or not on condition) any amount to, or on behalf of, any officer, director or employee (other than for salary, bonuses under existing bonus arrangements and directors fees, in each case in the ordinary and regular course of business consistent with past practice and obligations or liabilities in respect of insurance or indemnification as permitted in the Pre-Acquisition Agreement) and, without limitation, includes any obligations of Iberian or any of its subsidiaries to officers or employees (i) for severance or termination or any other payments on or in connection with a change of control of Iberian or any of its subsidiaries pursuant to any agreement or policy, and (iii) for retention bonus payments pursuant to any retention bonus agreement or policy;

(d)

Iberian has agreed it will use its reasonable efforts to cause its current insurance (or re-insurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such cancellation, termination or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated, or lapsed policies for substantially similar premiums are in full force and effect; Iberian has agreed it will: (i) use its reasonable efforts, and cause each of its subsidiaries to use its reasonable efforts, to preserve intact their respective business organizations and goodwill, to keep available the services of its officers and employees as a group and to maintain satisfactory relationships with suppliers, agents, distributors, customers and others having business relationships with it or its subsidiaries; not take any action, or permit any of its subsidiaries to take any action, that would render, or that reasonably may be expected to render, any representation or warranty made by it in the Pre-Acquisition Agreement untrue in any material respect at any time prior to the Effective Time if then made; confer on a regular basis with the Offeror with respect to operational matters; and without the prior approval of the Offeror, not make or commit to make any capital expenditure in excess of $1,000,000;

(e)

(ii)

(iii) (iv)

(f)

Iberian has agreed it will not settle or compromise any claim brought by any present, former or purported holder of any securities of Iberian in connection with the transactions contemplated by the Pre-Acquisition Agreement or the Offer prior to the Effective Time; (other than as contemplated in the Pre-Acquisition Agreement) Iberian has agreed that it will not and none of its subsidiaries will enter into or modify any contract, agreement, commitment or arrangement with respect to any of the matters set forth in the ordinary course of business covenants provided by Iberian in the Pre-Acquisition Agreement; and Iberian has agreed it will use best efforts to obtain receipt of the consents of any and all lenders to it or any of its subsidiaries whose consent is required to prevent a default or any event that with the passage of time may constitute an event of default thereunder, to the transactions contemplated in the Pre-Acquisition Agreement or in the Offer.

(g)

(h)

Outstanding Rights to Acquire Shares Iberian has agreed and represented to the Offeror that the Independent Directors have: (a) directed Iberian to use its commercially reasonable efforts to ensure all persons holding Convertible Securities either: (i) exercise those Convertible Securities and tender all Registered Shares issued in connection therewith to the Offer; or terminate their rights to exercise any of those Convertible Securities;

(ii)

prior to the Initial Expiry Time; and

34

(b)

authorized and directed Iberian to: (i) cause the vesting of entitlements under the stock option plan of Iberian to accelerate, such that all outstanding Options shall be exercisable and fully vested concurrent with the Initial Expiry Time; and satisfy all other obligations of Iberian under the plans referred to above or, upon the acquisition by the Offeror of Registered Shares pursuant to the Offer, to cause all entitlements under such plans to terminate,

(ii)

and Iberian has agreed to apply for all consents and authorizations required in connection with the foregoing, including any exemptions or consents required from any Securities Authorities in connection with any amendments to the Stock Option Plan or the Convertible Securities required in connection with the foregoing and that all proceeds from the exercise of Convertible Securities shall be retained by Iberian. It was agreed by the Offeror that all Convertible Securities which have been tendered to Iberian for exercise, conditional on the Offeror taking up Registered Shares under the Offer shall be deemed to have been exercised concurrently with the take-up of Registered Shares by the Offeror. Furthermore, the Offeror has agreed it will accept as validly tendered under the Offer as of the Take-up Date all Registered Shares which are to be issued pursuant to the conditional exercise, provided that the holders of such Convertible Securities indicate that such Registered Shares are tendered pursuant to the Offer. The Offeror has also agreed that it shall permit tendering arrangements in respect of the Offer to facilitate a cashless conditional exercise of all outstanding options that are not out-of-the-money. The Offeror has also agreed to cooperate with Iberian to facilitate the exercise of Convertible Securities and the deposit of all Registered Shares issued in connection therewith prior to the Expiry Time pursuant to the Offer. The Offeror has also authorized Iberian to purchase all Convertible Securities that are out-of-the-money from the holders thereof for an amount not more than $0.001 per Share (or per Convertible Security). Trafigura Liability The Pre-Acquisition Agreement recognizes that Trafigura may make the Offer itself or through one or more direct or indirect whollyowned subsidiaries (including the Offeror), or any combination thereof and in connection therewith, Trafigura has agreed it will continue to be liable to Iberian for any default by any such entity in the performance of any of Trafiguras obligations under the PreAcquisition Agreement.

6.

THE LOCK-UP AGREEMENT

Under the Lock-Up Agreement, each of the Locked-Up Shareholders has agreed, among other things, to (a) accept the Offer, (b) deposit or cause to be deposited under the Offer and not withdraw, subject to certain exceptions, all of the Registered Shares which each Locked-Up Shareholder owns or over which it exercises direction or control, and (c) exercise or conditionally exercise all of the Convertible Securities currently owned by such Locked-Up Shareholder and to deposit under the Offer and not withdraw, subject to certain exceptions, all of the Registered Shares issued upon such exercise or conditional exercise of Convertible Securities. As of November 16, 2011, the Locked-Up Shareholders have represented that they owned, directly or indirectly, an aggregate of 85,771,664 Registered Shares (including Registered Shares issuable on exercise of Convertible Securities) or approximately 17% of the Registered Shares on a diluted basis except in limited circumstances, some of which are discussed below. The following is a summary of certain provisions of the Lock-Up Agreement. It does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the Lock-Up Agreement. The Lock-Up Agreement has been filed by Trafigura with the Canadian securities regulatory authorities and is available under Iberians issuer profile at www.sedar.com.

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Agreement to Make the Offer Trafigura has agreed to make the Offer within the time period and upon and subject to the terms and conditions set out in the PreAcquisition Agreement. Agreement to Tender The Locked-Up Shareholders have agreed to accept the Offer and to deposit or cause to be deposited under the Offer all Registered Shares which they beneficially own or control or which they subsequently acquire, including all Registered Shares issuable upon the exercise or conditional exercise of Convertible Securities held by such Locked-Up Shareholders. Covenants of the Locked-Up Shareholders Each Locked-Up Shareholder has agreed, among other things, that it will not: (a) acquire direct or indirect beneficial ownership or holding of or control or direction over any additional Registered Shares or obtain or enter into any right to do so, with the exception of any Registered Shares acquired from exercising Convertible Securities, (b) grant or agree to grant any proxy or other right to the Registered Shares, or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of such Registered Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting thereof, (c) in any manner, directly or indirectly, including through any officer, director, employee, representative (including for greater certainty any financial or other advisor) or agent or otherwise (as applicable) make, solicit, assist, initiate, encourage or otherwise knowingly facilitate any inquiries, proposals or offers from any person regarding any Acquisition Proposal, engage in discussions or negotiations regarding any Acquisition Proposal, or otherwise cooperate in any way with, or assist or participate in, knowingly encourage or otherwise facilitate any effort or attempt by any other person to make or complete any Acquisition Proposal, (d) to solicit or arrange or provide assistance to any other person to arrange for the solicitation of, purchase of or offers to sell Registered Shares or act in concert or jointly with any other person for the purpose of acquiring Registered Shares or the purpose of affecting the control of Iberian, (e) option, sell, assign, dispose of, pledge, allow any encumbrances over, grant a security interest in or otherwise convey any Convertible Securities or Registered Shares or any right or interest therein, or agree to do any of the foregoing except pursuant to the Offer and the Lock-Up Agreement, and (f) take any action to encourage or assist any other person to do any of the prohibited acts referred to above. In addition to the foregoing covenants, each Locked-Up Shareholder has agreed that it will (a) immediately cease any existing solicitations, discussions or negotiations it is engaged in with any person (other than Trafigura or a wholly-owned subsidiary of Trafigura) with respect to any potential Acquisition Proposal; (b) as soon as reasonably practicable notify Trafigura of (i) any proposal, inquiry, offer or request (or any amendment thereto) that the Locked-Up Shareholder receives, or of which the Locked-Up Shareholder becomes aware, that relates to, or constitutes, an Acquisition Proposal or which the Locked-Up Shareholder reasonably believes could lead to an Acquisition Proposal, or (ii) any request that the Locked-Up Shareholder receives for discussions or negotiations relating to, or which the Locked-Up Shareholder reasonably believes could lead to, an Acquisition Proposal, or any request for non-public information relating to Iberian or any Iberian subsidiary by any person or entity that informs the Locked-Up Shareholder that it is considering making, or has made, an Acquisition Proposal; and (c) exercise the voting rights attaching to the Registered Shares and any Registered Shares acquired through the exercise of Convertible Securities and otherwise use the Locked-Up Shareholders commercially reasonable efforts in the Locked-Up Shareholders capacity as a shareholder of Iberian to oppose any proposed action by Iberian, its shareholders, any of Iberians subsidiaries or any other Person (i) in respect of any merger, take-over bid, amalgamation, plan of arrangement, business combination or similar transaction involving Iberian or any subsidiary of Iberian, other than the Offer, (ii) which would reasonably be regarded as being directed towards or likely to prevent or delay the take up of and payment for the Registered Shares and any Registered Shares acquired through the exercise of Convertible Securities deposited under the Offer or the successful completion of the Offer, or (iii) which would reasonably be expected to result in a Material Adverse Effect. Nothing in the Lock-Up Agreement shall prevent a Locked-Up Shareholder (or an officer or director of a Locked-Up Shareholder) who is a member of the Iberian Board or is an officer of Iberian from engaging, in such Locked-Up Shareholders capacity as a director or officer or Iberian, in discussions or negotiations with a person in response to a bona fide Acquisition Proposal made by such person (which Acquisition Proposal did not result from a breach of the Lock-Up Agreement or the Pre-Acquisition Agreement) in circumstances where Iberian is permitted by the Pre-Acquisition Agreement to engage in such discussion or negotiations. Notwithstanding the foregoing, following receipt by a Locked-Up Shareholder (or an officer or director of a Locked-Up Shareholder) who is a member of the Iberian Board or who is an officer of Iberian of any proposal, inquiry, offer or request (or any amendment thereto) that is not an Acquisition Proposal but which such the Locked-Up Shareholder reasonably believes could lead to an Acquisition Proposal, such Locked-Up Shareholder may respond to the proponent to advise it that, in accordance with the PreAcquisition Agreement, Iberian can only enter into discussions or negotiations with a party that delivers an Acquisition Proposal. See Section 5 of the Circular, The Pre-Acquisition Agreement - No Solicitation Covenant.

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Representations and Warranties of the Locked-Up Shareholders The Lock-Up Agreement contains customary representations and warranties of the Locked-Up Shareholders including, among other things, representations and warranties as to: (a) sole right to sell and ownership of the Registered Shares, free and clear of encumbrances; and (b) authority, execution, delivery and enforceability of the Lock-Up Agreement. Representations and Warranties of the Offeror The Lock-Up Agreement also contains customary representations and warranties of Trafigura including, among other things, representations and warranties as to: (a) due incorporation and existence of Trafigura; (b) authority, execution, delivery and enforceability of the Lock-Up Agreement; and (c) adequate arrangements to ensure sufficient funds are available to effect full payment for the purchase of all the Registered Shares under the Offer. Termination of the Lock-Up Agreement The Lock-Up Agreement may be terminated by mutual written consent of Trafigura and the Locked-Up Shareholders. The Lock-Up Agreement may also be terminated by Trafigura, subject to certain conditions, upon notice if: (a) the Pre-Acquisition Agreement is terminated in accordance with the provisions thereof; (b) any of the Locked-Up Shareholders has not complied in any material respect with all of its covenants in the Lock-Up Agreement (and such default is not curable or, if curable, following written notice to the Locked-Up Shareholder by Trafigura of such non-compliance and provided such default is not cured within 15 days of that notice) or if any representation or warranty of any of the Locked-Up Shareholders under the Lock-Up Agreement is untrue or incorrect in any material respect; or (c) any of the conditions of the Offer are not satisfied or waived at the Expiry Time and Trafigura elects not to waive such condition; or (d) the Pre-Acquisition Agreement is terminated in accordance with the provisions thereof. The Lock-Up Agreement may be terminated by any Locked-Up Shareholder, subject to certain conditions, if: (a) Trafigura has not complied in any material respect with their respective covenants contained in the Lock-Up Agreement (and such default is not curable or, if curable, following written notice to Trafigura by the Locked-Up Shareholders of such non-compliance and provided such default is not cured within 15 days of that notice) or if any representation or warranty of Trafigura under the Lock-Up Agreement is untrue or incorrect in any material respect; (b) Trafigura does not mail the Offer by December 30, 2011; (c) the terms of the Offer do not conform in all material respects with the description of the Offer contained in the Pre-Acquisition Agreement; (d) the Offeror does not (for any reason other than the failure of any Locked-Up Shareholder to deposit its Registered Shares for purchase) take up and pay for all Registered Shares deposited under the Offer as required under the Pre-Acquisition Agreement, or (e) the Pre-Acquisition Agreement is terminated in accordance with its provisions thereof and no Fee Event has occurred, or, if a Fee Event has occurred, any fee payable to Trafigura pursuant to the Pre-Acquisition Agreement has been paid.

7.

RECOMMENDATION OF THE IBERIAN BOARD

The Iberian Board (with the directors nominated by Trafigura abstaining), after consultation with its financial and legal advisors and on receipt of a recommendation from its Special Committee and receipt of the Valuation and Fairness Opinion, has UNANIMOUSLY DETERMINED that the Offer is in the best interests of Iberian and the Shareholders and, accordingly, the Iberian Board (with the directors nominated by Trafigura abstaining) UNANIMOUSLY RECOMMENDS that Shareholders ACCEPT the Offer and DEPOSIT their Registered Shares under the Offer.

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8.

VALUATION AND FAIRNESS OPINION

The following constitutes only a summary of the Valuation. The Valuation has been prepared and provided solely for the use of the Special Committee, the Iberian Board and Trafigura and for inclusion in this Circular and may not be used or relied upon by any other person without the express prior written consent of Cormark Securities. Cormark Securities believes that its analyses must be considered as a whole and that selecting portions of its analyses or the factors considered by it, without considering all the stated analyses together, could create a misleading view of the process underlying or the scope of the Valuation. The preparation of a valuation is a complex process and is not necessarily amenable to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. The following summary is qualified in its entirety by the full text of the Valuation which is appended hereto as Schedule A. Capitalized terms in this section are defined in the Valuation. Selection of Cormark Securities The Offer constitutes an insider bid for the purposes of MI 61-101. In accordance with the provisions of MI 61-101, the Offeror was required to obtain, at its own expense, a formal valuation of the Iberian Shares prepared in accordance with MI 61-101 by a valuator who is independent of the Offeror and who is qualified to provide such a valuation. Under MI 61-101, the Special Committee was required to: (a) (b) (c) determine who the valuator would be; supervise the preparation of the formal valuation of the Iberian Shares; and use its best efforts to ensure that the formal valuation was completed and provided to the Offeror in a timely manner.

In its initial proposal to Iberian on October 14, 2011, Trafigura requested that the Iberian Board establish a special committee of independent directors to supervise the preparation of a formal valuation and undertook to pay the costs of the formal valuation. Accordingly, the Special Committee considered who should be invited to submit a proposal to prepare the formal valuation and act as financial advisor to the Special Committee. The Special Committee considered a number of potential valuators and ultimately invited Cormark Securities to make such a proposal. Cormark Securities submitted such a proposal indicating, among other things, its qualifications to prepare a formal valuation. The Special Committee met with representatives of Cormark Securities for the purposes of reviewing their proposal and made enquiries of them as to Cormark Securities qualifications and independence. After deliberation, the Special Committee determined, based in part on certain representations made to it by Cormark Securities, that Cormark Securities is independent and qualified to prepare a formal valuation and should be retained for the purposes of, among other things, preparing and delivering to the Special Committee a formal valuation of the Registered Shares. Accordingly, the Special Committee directed Iberian to enter into an engagement letter with Cormark Securities to this effect. Iberian entered into such an engagement letter (the Valuation Engagement Letter) with Cormark Securities dated October 26, 2011 which provided, among other things, that the services of Cormark Securities would be provided under the supervision and direction of the Special Committee. The Valuation Engagement Letter provides for aggregate payment of fees to Cormark Securities of $2.2 million consisting of a work fee, a fee payable in connection with the delivery of the Valuation and a fee payable in connection with the delivery of the Fairness Opinion. The fees paid to Cormark Securities under the Engagement Letter were agreed between Cormark Securities and the Special Committee. None of the fees payable to Cormark Securities are contingent upon the conclusions reached by Cormark Securities in the Valuation or the Fairness Opinion or on the completion of the Offer. In the Engagement Letter, Iberian has agreed to indemnify Cormark Securities in respect of certain liabilities that might arise out of its engagement and to reimburse it for its reasonable expenses. Credentials of Cormark Securities Cormark Securities is a Canadian investment dealer providing investment research, equity sales and trading and investment banking services to a broad range of institutions and corporations. Cormark Securities has participated in a significant number of transactions involving public and private companies, maintains a particular expertise advising companies in the global mining sector and has extensive experience in preparing valuations and fairness opinions.

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Independence of Cormark Securities Cormark Securities is independent of all Interested Parties for the purposes of MI 61-101. Neither Cormark Securities nor any of its affiliated entities (as such terms are defined for purposes of MI 61-101): (a) (b) (c) (d) is an associated or affiliated entity or issuer insider of an Interested Party; is an advisor to an Interested Party in connection with the Offer; is a manager or co-manager of a soliciting dealer group formed in respect of the Offer; or has a financial incentive in respect of the conclusions reached in the Valuation or the outcome of the Offer or has a material financial interest in the completion of the Offer.

Cormark Securities has not been engaged to provide any financial advisory services nor has it participated in any underwriting involving Trafigura, or any of its associates or affiliates during the 24-month period preceding the date Cormark Securities was first contacted in respect of the Offer. In the 24-month period preceding the date Cormark Securities was first contacted in respect of the Offer, Cormark Securities acted as advisor to a special committee of Iberians directors in connection with the acquisition by the Company of an outstanding net profits interest on the Condestable mine, pursuant to an engagement letter dated March 16, 2011. In connection with that transaction, Cormark Securities acted as a syndicate member in an offering of Iberian registered shares for gross proceeds of approximately $76 million. Cormark Securities received a fee for acting as financial advisor to the special committee and also received its proportionate share of the underwriting fee in respect of the offering. Cormark Securities had full access to and cooperation from the senior officers of Iberian and was not, to the best of its knowledge, denied access to any information requested by it. Assumptions and Limitations In accordance with the Valuation Engagement Letter, Cormark Securities has relied upon, and has assumed the accuracy and completeness of, all data and information obtained by it from public sources or provided to it by Iberian and its personnel and advisors, or otherwise (collectively, the Information). The Valuation is conditional upon the completeness, accuracy and fair presentation of the Information. Subject to the exercise of its professional judgment or as expressly described in the Valuation, Cormark Securities has not attempted to verify independently the completeness, accuracy or fair presentation of any of the Information. Cormark Securities has assumed that the budgets, financial forecasts, projections or estimates and budgets provided to it and used in its analyses have been reasonably prepared consistent with industry practice on a basis reflecting the best currently available estimates and judgments of the management of Iberian and are (or were at the time and continue to be) reasonable in the circumstances. Senior officers of Iberian have represented to Cormark Securities in a certificate dated November 16, 2011, with respect to: (i) the accuracy of the Information provided to Cormark Securities by Iberian, (ii) the absence of material changes in respect of Iberian since the date at which such Information was provided to Cormark Securities, (iii) the absence of appraisals or valuations with respect to Iberian prepared within the last two years and not provided to Cormark Securities, (iv) the absence of material transactions with respect to Iberian outside of the ordinary course of business and not disclosed to Cormark Securities, (v) the reasonableness of forecasts, projections and budgets prepared by Iberian, and (iv) the absence of actions or proceedings against or affecting Iberian. The Valuation is rendered on the basis of securities markets, economic, financial and general business conditions prevailing as of November 16, 2011, and the condition and prospects, financial and otherwise, of Iberian, its subsidiaries as they were reflected in the Information and as they have been represented to Cormark Securities in its discussions with the management of Iberian as at that date. Cormark Securities disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Valuation of which it may become aware after November 16, 2011. In its analysis and in preparing the Valuation, Cormark Securities has made a number of assumptions with respect to expected industry performance, general business and economic condition and other matters, many of which are beyond the control of Cormark Securities or any other party involved in the Offer. Cormark Securities makes no recommendation to Shareholders to accept or reject the Offer.

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Definition of Fair Market Value For the purposes of the Valuation, fair market value means the monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay to a prudent and informed seller, each acting at arms length with the other, and under any compulsion to act. In accordance with MI 61-101, Cormark Securities made no downward adjustment to the fair market value of the Registered Shares to reflect the liquidity of the Registered Shares, the effect of a transaction pursuant to which the controlling shareholder would acquire all of the Registered Shares not owned by the controlling shareholder or the fact that the Registered Shares held by individual shareholders do not form part of a controlling interest. Consequently, the Valuation provides a conclusion on a per share basis with respect to Iberians en bloc value or the price at which all of the Registered Shares could be sold to one or more buyers at the same time. Valuation Methodologies For the purposes of determining the value of the Registered Shares, Cormark Securities considered the following methodologies: (a) (b) (c) (d) net asset value; comparable companies analysis; precedent transactions analysis; and application at control premium multiples to net asset value (the NAV Multiples Approach).

Cormark Securities considered the NAV Multiples Approach to be the most applicable trading metric to measure the value of Iberian as it is driven by the discounted cash flow values for the Condestable and Aguas Tenidas mines, as well as for the following reasons: (a) Mine life at Condestable mine: The Condestable mine is estimated to have a mine life of approximately five years, based on assumptions provided by management. Applying trading multiples on near-term EBITDA and cash flow metrics are less meaningful for shorter life assets given that the comparable companies, on average, have longer life assets; and Capital budget and grade assumptions at Aguas Tenidas: The most recent budget review of Aguas Tenidas mine has resulted in higher non-discretionary capital expenditures in the next four years of operation relative to the previously estimated non-discretionary capital requirements. The long-term reduction in grade is expected to occur in both the cupriferous and polymetallic ores, partially due to (i) a lowering of the cut-off grade, (ii) the reclassification of complex copper ores from cupriferous ores to polymetallic ores for metallurgical reasons (this complex ore had the effect of increasing slightly the copper grade in the polymetallic ores but reducing the zinc grades of the combined polymetallic resources) and (ii) a revised interpretation of the ore body as a result of new information from recently conducted definition drilling. Given that the revised head grade forecasts are long term in nature, near term EBITDA and cash flow metrics are not impacted and, consequently, multiples applied to these metrics are not as meaningful as multiples of net asset value.

(b)

Valuation Conclusion The value attributed to the Registered Shares based on each of the methodologies are described in the Valuation which is appended hereto as Schedule A. All such results are based upon and subject to the assumptions and adjustments set forth in the Valuation. In arriving at its opinion as to the fair market value of the Registered Shares, Cormark Securities principally considered the NAV Multiples Approach for the reasons set forth in the Valuation, with a specific focus on values derived by applying multiples derived from precedent transactions to NAV calculated using analyst consensus commodity price forecasts. Subject to the assumptions, limitations and qualifications set out therein, in Cormark Securities opinion, the fair market value of the Registered Shares is in a range of $1.05 - $1.25 per Registered Share as of November 16, 2011. Fairness Opinion Cormark Securities, in its capacity as the financial advisor of the Special Committee of the Iberian Board, has delivered the Fairness Opinion to the Iberian Board in which Cormark Securities concluded that the consideration to be received by Shareholders pursuant to the Offer is fair, from a financial point of view, to the Shareholders other than Trafigura. 40

9.

ACCEPTANCE OF THE OFFER

As noted above, the Locked-Up Shareholders have irrevocably agreed to deposit their Registered Shares to the Offer upon the terms and subject to the conditions set forth in the Lock-Up Agreement. Other than the foregoing, the Offeror or Trafigura have no knowledge regarding whether any other Shareholder will accept the Offer.

10.

CONVERTIBLE SECURITIES

The Offer is made only for Registered Shares and is not made for any Convertible Securities. Any holder of such Convertible Securities who wishes to accept the Offer must exercise or convert the Convertible Securities in order to obtain certificates representing Registered Shares that may be deposited in accordance with the terms of the Offer. If any holder of Convertible Securities does not exercise, convert or exchange its Convertible Securities and deposit the resulting Registered Shares under the Offer prior to the Expiry Time, its Convertible Securities will remain outstanding, shall expire or be terminated, as the case may be, following the Expiry Time in accordance with their respective terms and conditions. The tax consequences to holders of outstanding Convertible Securities of exercising or not exercising their Convertible Securities are not described herein. Holders of such Convertible Securities should consult their advisors for advice with respect to potential income tax or other consequences to them in connection with the decision to exercise or not exercise their Convertible Securities.

11.

ACQUISITION OF REGISTERED SHARES NOT DEPOSITED UNDER THE OFFER

It is the Offerors intention that, if it takes up and pays for Registered Shares deposited under the Offer, it will enter into one or more transactions to enable the Offeror or an affiliate of the Offeror to acquire all Registered Shares not acquired by the Offeror pursuant to the Offer. There is no assurance that any such transaction will be completed. Squeeze-Out Merger Unless a company is listed on an exchange in Switzerland and certain other conditions are satisfied, Swiss law does not provide an offeror for securities of a Swiss company with a right of compulsory acquisition in the event the offeror acquires a prescribed percentage of a target companys securities pursuant to a take-over bid. As Iberian is not listed in Switzerland, the Offeror does not expect that a right of compulsory acquisition will be available to it following the completion of the Offer. In lieu of a compulsory acquisition, the Offeror currently intends to implement, if the prescribed approval of the Target shareholders is obtained, a squeeze-out merger (the Squeeze-Out Merger) pursuant to the Merger Act (Switzerland). Under the Merger Act (Switzerland), there is no requirement for minority shareholder approval or to exclude any shares held by an offeror from the voting results. A Squeeze-Out Merger results in the dissolution of the target company (the Target) and the absorption of its assets and liabilities by the other party (the Absorbing Company) to the merger agreement. Such merger agreement may stipulate that the minority shareholders of the Target will only receive cash consideration (and not any securities in the capital of the Absorbing Company) in exchange for their securities of the Target. In these circumstances, the minority shareholders will not be shareholders of the Absorbing Company upon the completion of the Squeeze-Out Merger. Certain disclosure documents are required to be delivered to the Targets shareholders prior to any such meeting in the manner and in accordance with the timelines and other requirements specified by applicable Swiss law. The required documents include (a) a copy of the merger agreement, (b) merger reports prepared by the board of directors of each of the Absorbing Company and Target which summarize the merger agreement and sets out, among other things, a reasoning on the adequacy of the cash compensation offered to minority shareholders, and (c) an audit report which confirms the adequacy of the consideration offered in connection with the Squeeze-Out Merger. Minority shareholders who are dissatisfied with the consideration offered to them in connection with a Squeeze-Out Merger may have certain rights under Swiss law to bring an action for equitable compensation. Upon the completion of the Offer, the Offeror currently intends to implement a Squeeze-Out Merger. It is anticipated that such Squeeze-Out Merger would result in cash payments by the Offeror to the minority shareholders of Iberian which is the same as the consideration paid pursuant to the Offer in exchange for their Registered Shares and the absorption of Iberian by an affiliate of the Offeror. If a Squeeze-Out Merger as described above is not available for any reason, the Offeror currently intends to pursue other means of acquiring the remaining Registered Shares not deposited to the Offer, including by way of a statutory arrangement, amalgamation,

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reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions, including without limitation, by redomiciling Iberian to a jurisdiction where a statutory process is available to achieve such objective. MI 61-101 MI 61-101 has been adopted as a policy of the TSXV and is, therefore, applicable to Iberian. MI 61-101 may deem a Squeeze-Out Merger or other Second Stage Transaction to be a business combination if such Squeeze-Out Merger or other Second Stage Transaction would result in the interest of a holder of Registered Shares being terminated without the consent of the holder, irrespective of the nature of the consideration provided in substitution therefor. The Offeror expects that any Squeeze-Out Merger or other Second Stage Transaction relating to Shares will be a business combination under MI 61-101. In certain circumstances, the provisions of MI 61-101 may also deem certain types of Second Stage Transactions to be related party transactions. However, if the Second Stage Transaction is a business combination, the related party transaction provisions therein do not apply to such transaction. Following completion of the Offer, the Offeror may be a related party of Iberian for the purposes of MI 61-101, although the Offeror expects that any Squeeze-Out Merger or other Second Stage Transaction would be a business combination for purposes of MI 61-101 and therefore the related party transaction provisions of MI 61-101 would not apply to the Second Stage Transaction. The Offeror intends to carry out any such Squeeze-Out Merger or other Second Stage Transaction in accordance with MI 61-101, or any successor provisions, or exemptions therefrom, such that the related party transaction provisions of MI 61-101 would not apply to such Second Stage Transaction. MI 61-101 provides that, unless exempted, an issuer proposing to carry out a business combination is required to prepare a valuation of the affected securities (and, subject to certain exceptions, any non-cash consideration being offered therefor) and to provide the holders of the affected securities with a summary of such valuation. The Offeror currently intends to rely on available exemptions (or, if such exemptions are not available, to seek waivers pursuant to MI 61-101 exempting Iberian and the Offeror or one or more of its affiliates, as appropriate) from the valuation requirements of MI 61-101. An exemption is available under MI 61-101 for certain business combinations completed within 120 days after the date of expiry of a formal take-over bid where the consideration per security under the business combination is at least equal in value to and is in the same form as the consideration that depositing security holders were entitled to receive in the take-over bid, provided that certain disclosure is given in the take-over bid disclosure documents (which disclosure has been provided in this Circular). The Offeror expects that this exemption will be available. Depending on the nature and terms of the Second Stage Transaction, the provisions of MI 61-101 may require the approval of 66% of the votes cast by holders of the outstanding Registered Shares at a meeting duly called and held for the purpose of approving the Squeeze-Out Merger or other Second Stage Transaction. MI 61-101 would also require that, in addition to any other required security holder approval, in order to complete a business combination (such as a Squeeze-Out Merger or other Second Stage Transaction), the approval of a majority of the votes cast by minority shareholders must be obtained unless an exemption is available or discretionary relief is granted by applicable Securities Authorities. If, however, following the Offer, the Offeror and its affiliates are the registered holders of 90% or more of the Registered Shares at the time the Second Stage Transaction is initiated, the requirement for minority approval would not apply to the transaction if an enforceable appraisal right or substantially equivalent right is made available to minority shareholders. In relation to the Offer and any subsequent business combination, the minority shareholders will be, unless an exemption is available or discretionary relief is granted by applicable Securities Authorities, all Shareholders other than: (i) the Offeror or Trafigura (other than in respect of Registered Shares acquired pursuant to the Offer as described below); (ii) any Interested Party; (iii) certain related parties of the Offeror (within the meaning of MI 61-101) or any other Interested Party including any director or senior officer of the Offeror, any affiliate or insider of the Offeror or any of their directors or senior officers or any other Interested Party; and (iv) any joint actor (within the meaning of MI 61-101) with any of the foregoing persons. MI 61-101 also provides that the Offeror may treat Registered Shares acquired under the Offer as minority Registered Shares and to vote them, or to consider them voted, in favour of such business combination if, among other things: (i) the business combination is completed not later than 120 days after the Expiry Time; (ii) the consideration per security in the business combination is at least equal in value to and in the same form as the consideration paid under the Offer; and (iii) the Shareholder who tendered such Registered Shares to the Offer was not: (a) a joint actor (within the meaning of MI 61-101) with the Offeror in respect of the Offer; (b) a direct or indirect party to any connected transaction (within the meaning of MI 61-101) to the Offer; or (c) entitled to receive, directly or indirectly, in connection with the Offer, a collateral benefit (within the meaning of MI 61-101) or consideration per Registered Share that is not identical in amount and form to the entitlement of the general body of holders in Canada of Registered Shares. The Offeror currently intends that the consideration offered for Registered Shares under any Squeeze-Out Merger or other Second Stage Transaction proposed by it would be equal in value to, and in the same form as, the consideration paid to Shareholders under the Offer and that such Squeeze-Out Merger or other Second Stage Transaction will be completed no later than 120 days after the Expiry Time and, accordingly, the Offeror intends to cause Registered Shares acquired under the Offer to be voted in favour of any such transaction and, where permitted by MI 61-101, to be counted as part of any minority approval required in connection with any such transaction. The Offeror believes that the Offeror will be entitled to vote the Registered Shares it acquires from the Locked-Up Shareholders under the Offer in favour of any Squeeze-Out Merger or other Second Stage Transaction. Accordingly, provided that the Locked-Up Shareholders deposit their Registered Shares to the Offer as required by the terms of the Lock-Up Agreement, Trafigura will 42

currently have up to 85,771,664 Registered Shares available to be voted in favour of a Squeeze-Out Merger or other Second Stage Transaction. To the knowledge of the Offeror, after reasonable inquiry, only the votes attached to the 219,280,519 Registered Shares currently held directly or indirectly by Trafigura together with votes attached to Registered Shares held by insiders of Trafigura would be required to be excluded in determining whether minority approval for a Squeeze-Out Merger or other Second Stage Transaction has been obtained for the purposes of MI 61-101. Any such Squeeze-Out Merger or other Second Stage Transaction may also result in Shareholders having the right to bring an action for equitable compensation or to dissent in respect thereof and demand payment of the fair value of their Registered Shares if the Second Stage Transaction is conducted under the laws of jurisdiction which provides for such rights. The exercise of such rights, if certain procedures are complied with by the holder, could lead to a judicial determination of equitable or fair value required to be paid to Shareholder exercising such rights for its Registered Shares. The equitable or fair value so determined could be more or less than the amount paid per Registered Share pursuant to such transaction or pursuant to the Offer. The exact terms and procedures of such rights available to Shareholders will depend on the structure of the Squeeze-Out Merger or other Second Stage Transaction and will be fully described in the proxy circular or other disclosure document provided to Shareholders in connection with the SqueezeOut Merger or other Second Stage Transaction. The timing and details of any Squeeze-Out Merger or other Second Stage Transaction involving Iberian will necessarily depend on a variety of factors, including the number of Registered Shares acquired pursuant to the Offer. Although, if available, the Offeror intends to proceed by way of a Squeeze-Out Merger on the same terms as the Offer, it is possible that such transaction will not be consummated or may be delayed. If the Offeror is unable to effect a Squeeze-Out Merger or other Second Stage Transaction, or proposes such a transaction but cannot obtain any required approvals or exemptions promptly, the Offeror will evaluate its other alternatives. Such alternatives could include, to the extent permitted by applicable laws, purchasing additional Registered Shares in the open market; in privately negotiated transactions; in another take-over bid or exchange offer or otherwise; or from Iberian. Subject to applicable laws, any additional purchases of Registered Shares may be at a price greater than, equal to, or less than the price to be paid for Registered Shares under the Offer and could be for cash, securities and/or other consideration. Alternatively, the Offeror may take no action to acquire additional Registered Shares, or, subject to applicable laws, may either sell or otherwise dispose of any or all Registered Shares acquired under the Offer, on terms and at prices then determined by the Offeror, which may vary from the price paid for Registered Shares under the Offer. See Section 12 of the Offer, Market Purchases of Registered Shares. Iberian has also agreed in the Pre-Acquisition Agreement that if the Offeror is unable to acquire pursuant to a Second Stage Transaction the balance of Registered Shares not taken up and paid for under the Offer, and the Offeror makes the decision to list the Registered Shares on a European stock exchange as determined by the Offeror and delist the Registered Shares from the TSXV, then Iberian will use commercially reasonable efforts to assist the Offeror in achieving such objective. The tax consequences to a Shareholder of a Squeeze-Out Merger or other Second Stage Transaction may differ from the tax consequences to such Shareholder of accepting the Offer. See Section 18 of this Circular, Certain Canadian Federal Income Tax Considerations. Shareholders should consult their legal advisors for a determination of their legal rights with respect to a Second Stage Transaction. Canadian Judicial Developments Certain judicial decisions may also be considered relevant to any Squeeze-Out Merger or other Second Stage Transaction that may be proposed or effected subsequent to the expiry of the Offer. Canadian courts have, in a few instances prior to the adoption of MI 61101 and its predecessors, granted preliminary injunctions to prohibit transactions involving certain business combinations. The current trends in both legislation and Canadian jurisprudence indicate a willingness to permit business combinations to proceed, subject to evidence of procedural and substantive fairness in the treatment of minority shareholders. Shareholders should consult their legal advisors for a determination of their legal rights with respect to any transaction that may constitute a business combination.

43

12.

REGULATORY MATTERS

Canadian Securities Laws The Offer is an insider bid within the meaning of certain Canadian provincial securities legislation and MI 61-101, as the Offeror, together with its joint actors, associates and affiliates, beneficially owns more than 10% of the Registered Shares. The applicable securities legislation and regulatory policies require that a formal valuation of the securities that are the subject of the bid be prepared by an independent valuator, be filed with the applicable securities regulatory authority and that a summary of the formal valuation be included in the take-over bid circular in respect of the insider bid (the Valuation Requirement), subject to certain exemptions. Applicable securities legislation and regulatory policies also require that every prior valuation (as defined in MI 61-101) of Iberian, its material assets or its securities made in the 24 months preceding the date of the Offer, that is known to the Offeror or its directors and senior officers, be disclosed in this Circular. No such prior valuations made in the 24 months preceding the date of the Offer are known, after reasonably enquiry, to the Offeror or its directors and senior officers.

13.

OWNERSHIP OF AND TRADING IN SECURITIES OF IBERIAN

Other than as disclosed below, none of (a) the Offeror or Trafigura or an associate or affiliate of the Offeror or Trafigura, (b) any of the directors and officers of the Offeror or Trafigura, or (c) to the knowledge of the Offeror or Trafigura after reasonable enquiry: (i) each associate or affiliate of an insider of the Offeror or Trafigura; (ii) an insider of the Offeror or Trafigura (other than a director or officer of the Offeror or Trafigura); and (iii) any person or company acting jointly or in concert with the Offeror or Trafigura, beneficially owns, directly or indirectly, or controls or exercises direction over any securities of Iberian. As at the date of this Circular, (a) Trafigura beneficially owned 219,280,519 Registered Shares, representing approximately 47% of the issued and outstanding Registered Shares; (b) Jeremy Weir, Executive of Trafigura and a Director of Iberian, beneficially owns 946,428 Registered Shares and Options to acquire 500,000 Registered Shares at exercise prices ranging from $0.55 to $1.50; and (c) Jesus Fernandez, Executive of Trafigura and a Director of Iberian, beneficially owns 727,114 Registered Shares and Options to acquire 500,000 Registered Shares at exercise prices ranging from $0.55 to $1.50. Other than as disclosed below, none of (a) the Offeror or Trafigura, (b) any of the directors and officers of the Offeror or Trafigura, or (c) to the knowledge of the Offeror or Trafigura after reasonable enquiry: (i) each associate or affiliate of an insider of the Offeror or Trafigura; (ii) an insider of the Offeror or Trafigura (other than a director or officer of the Offeror or Trafigura); and (iii) any person or company acting jointly or in concert with the Offeror or Trafigura, has traded in any securities of Iberian during the 12 months preceding the date of the Offer: (a) on February 11, 2011, certain senior officers of Trafigura or their spouse acquired an aggregate of 4,788,394 Registered Shares at a price of $0.56 per share as a result of the conversion by Iberian of certain outstanding convertible debentures; on June 27, 2011, Iberian granted to each of Mr. Weir and Mr. Fernandez 200,000 options entitling the holder thereof to acquire 200,000 Registered Shares at a price of $0.90 per share; on June 24, 2011, Trafigura participated in a public offering conducted by Iberian and acquired 40,617,805 Registered Shares at a price of $0.90 per share; and on July 4, 2011, Trafigura acquired 1,236,551 Registered Shares as partial consideration for Trafiguras 45.96% net profit interest in Compania Minera Condestable S.A. at a price of $0.90 per share.

(b)

(c)

(d)

14.

ARRANGEMENTS, COMMITMENTS OR UNDERSTANDINGS

Other than as disclosed in the Offer and Circular, there are no agreements, commitments or understandings made or proposed to be made between the Offeror or Iberian and any of the directors or officers of Iberian and no payments or other benefits are proposed to be made or given by the Offeror or Trafigura to such directors or officers by way of compensation for loss of office or to such directors or officers for remaining in or retiring from office if the Offer is successful. The Offeror may propose certain amendments to the employment arrangements of certain personnel; however, the Offeror has not determined whether it will make such proposals and the Offeror has not made any determinations regarding the terms of any such amendments. Other than the Lock-Up Agreement described above or otherwise as disclosed in the Offer and Circular, none of (a) the Offeror or Trafigura or an associate or affiliate of the Offeror or Trafigura, (b) any of the directors and officers of the Offeror or Trafigura, or 44

(c) to the knowledge of the Offeror or Trafigura after reasonable enquiry: (i) each associate or affiliate of an insider of the Offeror or Trafigura; (ii) an insider of the Offeror or Trafigura (other than a director or officer of the Offeror or Trafigura); and (iii) any person or company acting jointly or in concert with the Offeror or Trafigura, has any agreement, commitment or understanding to acquire securities of Iberian. Other than the Lock-Up Agreement described above, there are no agreements, commitments or understandings made or proposed to be made between the Offeror or Trafigura and any security holder of Iberian relating to the Offer. Other than the Pre-Acquisition Agreement and the Lock-Up Agreement, there are no agreements, commitments or understandings made between the Offeror or Trafigura and Iberian relating to the Offer and there are no other agreements, commitments or understandings of which the Offeror or Trafigura is aware that could affect control of Iberian, including an agreement with change of control provisions, a security holder agreement or a voting trust agreement that the Offeror or Trafigura has access to and that can reasonably be regarded as material to a security holder of Iberian in deciding whether to deposit Registered Shares under the Offer. There is no person acting jointly or in concert with the Offeror or Trafigura in connection with the transactions described in the Offer and this Circular. For information on arrangements made or proposed to be made between Iberian and any of its directors or officers, see the Directors Circular.

15.

SOURCE OF FUNDS

The Offeror estimates that if it acquires all of the Registered Shares pursuant to the Offer, the total amount of cash required for the purchase of the Registered Shares will be approximately $330 million (assuming the conversion, exchange or exercise of outstanding Convertible Securities). The Offeror will satisfy or arrange for the satisfaction of such funding requirements through cash to be made available to the Offeror by Trafigura from its existing cash resources.

16.

EFFECT OF THE OFFER ON MARKETS AND LISTINGS

The purchase of Registered Shares by the Offeror pursuant to the Offer will reduce the number of Registered Shares that might otherwise trade publicly, as well as the number of Shareholders, and, depending on the number of Registered Shares deposited and purchased under the Offer, could adversely affect the liquidity and market value of the remaining Registered Shares held by the public. The rules and regulations of the TSXV establish certain criteria which, if not met, could lead to the cessation of trading and delisting of the Registered Shares on the TSXV. Among such criteria are the minimum number of Shareholders and the minimum number of Registered Shares publicly held. Depending upon the number of Registered Shares purchased pursuant to the Offer, it is possible that the Registered Shares would fail to meet the criteria for continued listing on the TSXV. If this were to happen, the Registered Shares could be delisted and this could, in turn, adversely affect the market or result in a lack of an established market for such Registered Shares. It is the intention of the Offeror to delist the Registered Shares from the TSXV as soon as practicable after completion of the Offer, any Squeeze-Out Merger or other Second Stage Transaction. Following completion of any Second Stage Transaction, the Offeror intends to cause Iberian to cease to be a reporting issuer under applicable Securities Laws. Non-Resident Shareholders are cautioned that, if the Registered Shares are not listed on a designated stock exchange (which currently includes the TSXV) at the time they are disposed of (such as a disposition pursuant to a Second Stage Transaction), certain negative Canadian federal income tax consequences may arise. See Section 18 of this Circular, Certain Canadian Federal Income Tax Considerations - Shareholders Not Resident in Canada - Delisting of Registered Shares Following Completion of the Offer. Non-resident Shareholders should consult their own tax advisors in the event the Registered Shares are delisted.

17.

OTHER MATERIAL FACTS

Neither the Offeror nor Trafigura is aware of any material facts concerning the securities of Iberian or any other matter not disclosed in the Offer or Circular that has not previously been generally disclosed that would reasonably be expected to affect the decision of the Shareholders to accept or reject the Offer.

45

18.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Stikeman Elliott LLP, counsel to Trafigura and the Offeror, the following is a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a Shareholder who sells Registered Shares pursuant to the Offer or otherwise disposes of Registered Shares pursuant to certain transactions described under Acquisition of Registered Shares Not Deposited Under the Offer in Section 11 of this Circular and who, at all relevant times, for the purposes of the Tax Act: (a) deals at arms length with the Offeror and Trafigura; (b) is not affiliated with the Offeror or Trafigura; and (c) holds the Registered Shares as capital property. Registered Shares will generally be considered to be capital property to a Shareholder unless such Registered Shares are held in the course of carrying on a business of trading or dealing in securities or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade. Shareholders who do not hold their Registered Shares as capital property should consult their own tax advisors with respect to the tax considerations applicable to them of the Offer and any Second Stage Transaction. This summary is based on the current provisions of the Tax Act and counsels understanding of the current published administrative and assessing practices of the CRA. This summary also takes into account all specific proposals to amend the Tax Act which have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the Proposed Amendments), and assumes all such Proposed Amendments will be enacted in their present form. No assurances can be given that the Proposed Amendments will be enacted in their present form, or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account or anticipate any changes in law, whether by judicial, governmental or legislative action or decision, or changes in the administrative practices of the CRA, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations described herein. This summary assumes that the Registered Shares will, at all relevant times, be listed on the TSXV. This summary is not applicable to a Shareholder: (a) that is a financial institution as defined in the Tax Act for the purposes of the mark-to-market property rules; (b) that is a specified financial institution as defined in the Tax Act; (c) an interest in which is a tax shelter investment as defined in the Tax Act; (d) that has elected under the Tax Act to report its tax results in a currency other than Canadian currency, or (e) of which Iberian is a foreign affiliate for purposes of the Tax Act. In addition, this summary is not applicable to a Shareholder who acquired his or her Registered Shares on the exercise of an employee stock option. Such Shareholders should consult their own tax advisors. This summary is not exhaustive of all Canadian federal income tax considerations and is of a general nature only. It is not intended to be, nor should it be construed to be, legal or tax advice to any particular Shareholder, and no representations with respect to the tax consequences to any particular Shareholder are made. Accordingly, Shareholders should consult their own tax advisors with respect to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, state or other local tax authority. Shareholders Resident in Canada The following portion of the summary is generally applicable to a Shareholder who, for the purposes of the Tax Act and at all relevant times, is or is deemed to be resident in Canada (a Resident Shareholder). Sale Pursuant to the Offer or a Squeeze-Out Merger A Resident Shareholder who disposes of Registered Shares to the Offeror pursuant to the Offer or a Squeeze-Out Merger will realize a capital gain (or capital loss) equal to the amount by which the Resident Shareholders proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Registered Shares to the Resident Shareholder immediately before the time of such disposition. A Resident Shareholder generally will be required to include, in computing its income for a taxation year, one-half of the amount of any capital gain (a taxable capital gain) realized in such year. Subject to and in accordance with the provisions of the Tax Act, a Resident Shareholder will be required to deduct one-half of the amount of any capital loss (an allowable capital loss) realized in a taxation year from taxable capital gains realized by the Resident Shareholder in such taxation year. Allowable capital losses in excess of taxable capital gains for a taxation year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances specified in the Tax Act.

46

In general, a capital loss otherwise arising upon the disposition of a Registered Share by a Resident Shareholder that is a corporation may be reduced by dividends previously received or deemed to have been received by it on such Registered Share, to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a Registered Share is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Shareholders to whom these rules may be relevant should consult their own tax advisors. A Resident Shareholder that throughout the taxation year is a Canadian-controlled private corporation (as defined in the Tax Act) may be liable to pay an additional 6% refundable tax on certain investment income, including taxable capital gains. Capital gains realized by an individual or a trust, other than certain specified trusts, may be subject to alternative minimum tax under the Tax Act. Resident Shareholders should consult their own tax advisors with respect to the alternative minimum tax provisions. Other Second Stage Transaction As described under Acquisition of Registered Shares Not Deposited Under the Offer in Section 11 of this Circular, the Offeror intends, if it takes up and pays for Registered Shares deposited under the Offer, to enter into one or more transactions to enable the Offeror or an affiliate of the Offeror to acquire all Registered Shares not acquired by the Offeror pursuant to the Offer. If available, the Offeror currently intends to implement a Squeeze-Out Merger. However, if a Squeeze-Out Merger is not available for any reason, the Offeror intends to pursue other means of acquiring the remaining Registered Shares not deposited to the Offer. Such means include an amalgamation, arrangement, capital reorganization, share consolidation, or other transaction. The tax treatment of any such Second Stage Transaction to a Resident Shareholder will depend upon the exact manner in which the Second Stage Transaction is carried out. Resident Shareholders should consult their own tax advisors for advice with respect to the Canadian income tax consequences to them of having their Registered Shares acquired pursuant to any such Second Stage Transaction. Shareholders Not Resident in Canada The following portion of the summary is generally applicable to a Shareholder who, for the purposes of the Tax Act and at all relevant times, is not resident or deemed to be resident in Canada and does not use or hold, and is not deemed to use or hold, Registered Shares in connection with carrying on a business in Canada (a Non-Resident Shareholder). Special rules not discussed in this summary may apply to a non-resident insurer carrying on an insurance business in Canada and elsewhere, and any such insurers should consult their own tax advisors. Sale Pursuant to the Offer or a Squeeze-Out Merger A Non-Resident Shareholder who disposes of Registered Shares to the Offeror pursuant to the Offer or a Squeeze-Out Merger will not be subject to tax under the Tax Act on any capital gain realized on the disposition of such Registered Shares provided the Registered Shares are not taxable Canadian property (as defined in the Tax Act) to the Non-Resident Shareholder at the time of the disposition of such Registered Shares. Generally, provided that the Registered Shares are listed on a designated stock exchange (which currently includes the TSXV), Registered Shares will not be considered taxable Canadian property to a Non-Resident Shareholder unless, at any time during the 60month period that ends at the time of the disposition of Registered Shares, the Non-Resident Shareholder or persons with whom the Non-Resident Shareholder did not deal at arms length, or any combination thereof, held 25% or more of the issued shares of any class or series of Iberian and, at any time during such 60-month period, more than 50% of the fair market value of such Registered Shares was derived directly or indirectly from one or any combination of: (a) real or immovable property situated in Canada, (b) Canadian resource properties (as defined in the Tax Act), (c) timber resource properties (as defined in the Tax Act), or (d) options in respect of, or interests in, any of the foregoing. Registered Shares may also be deemed to be taxable Canadian property to a Non-Resident Shareholder in certain circumstances specified under the Tax Act. Even if the Registered Shares are taxable Canadian property to a Non-Resident Shareholder, any capital gain realized upon the disposition or deemed disposition thereof may not be subject to tax under the Tax Act if such gain is exempt from tax pursuant to the provisions of an applicable income tax treaty or convention. Non-Resident Shareholders should consult their own advisors with respect to the availability of any relief under the terms of an applicable income tax treaty or convention in their particular circumstances. In the event that the Registered Shares constitute taxable Canadian property to a Non-Resident Shareholder and the capital gain otherwise realized upon a disposition of such Registered Shares to the Offeror is not exempt from Canadian tax by virtue of an applicable income tax treaty or convention, the tax consequences as described above under Shareholders Resident in Canada - Sale Pursuant to the Offer will generally apply. Such Non-Resident Shareholders whose Registered Shares are taxable Canadian property should consult their own tax advisors in this regard.

47

Other Second Stage Transaction As described under Acquisition of Registered Shares Not Deposited Under the Offer in Section 11 of this Circular, the Offeror intends, if it takes up and pays for Registered Shares deposited under the Offer, to enter into one or more transactions to enable the Offeror or an affiliate of the Offeror to acquire all Registered Shares not acquired by the Offeror pursuant to the Offer. If available, the Offeror currently intends to implement a Squeeze-Out Merger. However, if a Squeeze-Out Merger is not available for any reason, the Offeror intends to pursue other means of acquiring the remaining Registered Shares not deposited to the Offer. Such means include an amalgamation, arrangement, capital reorganization, share consolidation, or other transaction. The tax treatment of any such Second Stage Transaction to a Non-Resident Shareholder will depend upon the exact manner in which the Second Stage Transaction is carried out. Non-Resident Shareholders should consult their own tax advisors for advice with respect to the Canadian income tax consequences to them of having their Registered Shares acquired pursuant to any such Second Stage Transaction. Delisting of Registered Shares Following Completion of the Offer As described above under Effect of the Offer on Markets and Listings in Section 16 of this Circular, the Registered Shares may cease to be listed on the TSXV following the completion of the Offer and may not be listed on the TSXV at the time of their disposition by a Non-Resident Shareholder pursuant to a Second Stage Transaction. Non-Resident Shareholders are cautioned that if the Registered Shares, are not listed or deemed to be listed on a designated stock exchange (which includes the TSXV) at the time they are disposed of: (a) the Registered Shares would constitute taxable Canadian property to the Non-Resident Shareholder if at any time during the 60-month period that ends at the time of the disposition of such shares, more than 50% of the fair market value of such shares was derived directly or indirectly from one or any combination of: (i) real or immovable property situated in Canada, (ii) Canadian resource properties, (iii) timber resource properties, or (iv) options in respect of, or interests in, any of the foregoing; (b) the Non-Resident Shareholder may be subject to tax under the Tax Act in respect of any capital gain realized on such disposition, unless any such gain is exempt from taxation in Canada pursuant to the provisions of an applicable income tax treaty or convention; and (c) the notification and withholding provisions of section 116 of the Tax Act may apply to the Non-Resident Shareholder, in which case the Offeror will be entitled, pursuant to the Tax Act, to deduct or withhold an amount from any payment made to the Non-Resident Shareholder and remit such amount to the Receiver General for Canada on behalf of the Non-Resident Shareholder. Non-Resident Shareholders should consult their own tax advisors for advice with respect to the potential income tax consequences to them of not disposing of their Registered Shares pursuant to the Offer. Shareholders are also cautioned that if the Registered Shares are not listed or deemed to be listed on a designated stock exchange (which currently includes the TSXV), such shares will cease to be qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plans, deferred profit sharing plans and tax-free savings accounts. Shareholders should consult their own tax advisors for advice with respect to the potential income tax consequences to them of not disposing of their Registered Shares pursuant to the Offer.

19.
General

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of the material United States federal income tax considerations relating to the disposition of Registered Shares pursuant to the Offer or in the Squeeze-Out Merger (together, the Arrangement). This discussion is based upon the Internal Revenue Code of 1986, as amended (the Code), existing and proposed Treasury Regulations, and judicial decisions and administrative interpretations thereunder as of the date hereof. All of these are subject to change, possibly with retroactive effect, or are subject to different interpretations. There can be no assurance that the Internal Revenue Service (the IRS) will not challenge one or more of the tax considerations described herein. This discussion does not purport to address all tax considerations that may be important to a particular holder in light of the holder's circumstances or to certain categories of investors (such as certain financial institutions, banks, regulated investment companies, real estate investment trusts, insurance companies, tax-exempt organizations, dealers in securities, persons who hold Registered Shares through partnerships or other pass-through entities, United States expatriates, persons subject to the alternative minimum tax, U.S. holders (as defined below) whose functional currency for tax purposes is not the United States dollar or persons who hold the Registered Shares as part of a hedge, conversion transaction, straddle or other risk reduction transaction) that may be subject to special rules. This discussion is limited to U.S. holders who hold Registered Shares as capital assets. This discussion also does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction, or United States federal tax consequences (e.g., estate or gift tax) other than those pertaining to the income tax. U.S. holders are urged to consult their own tax advisors as to the particular tax considerations to them of the Arrangement, including the effect and applicability of state, local or foreign tax laws. As used herein, the term U.S. holder means a holder of Registered Shares of Iberian that is any of the following: (1) a citizen or resident alien individual of the United States for United States federal income tax purposes; 48

(2) (3) (4)

a corporation, or other entity treated as a corporation, created or organized in or under the laws of the United States or of any political subdivision thereof; an estate, the income of which is subject to United States federal income taxation regardless of its source; or a trust that either (a) is subject to the supervision of a court within the United States and which has one or more United States persons with authority to control all substantial decisions, or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

If a partnership or other flow-through entity holds Registered Shares, the United States federal income tax treatment of a partner or other owner generally will depend on the status of the partner or other owner and the activities of the partnership or other flowthrough entity. A U.S. holder that is a partner of the partnership or an owner of another flow-through entity holding Registered Shares should consult its own tax advisor. REQUIRED NOTICE To ensure compliance with Internal Revenue Service Circular 230, holders are hereby notified that: (a) any discussion of United States federal tax issues in this information circular or incorporated by reference into this information circular is not intended or written to be relied upon, and cannot be relied upon by U.S. holders, for the purpose of avoiding penalties that may be imposed on U.S. holders under the Code; (b) such discussion is written in connection with the promotion or marketing of the transactions or matters addressed herein; and (c) each holder should seek advice based on its particular circumstances from an independent tax advisor. U.S. Holders of Registered Shares General Subject to the discussion of PFICs (as defined herein), below, a U.S. holder generally will recognize capital gain or loss on the disposition of Registered Shares in the Arrangement in an amount equal to the difference between the amount realized pursuant to the Arrangement and the U.S. holder's adjusted United States federal income tax basis in the Registered Shares. The capital gain or loss will be long-term capital gain or loss if the Registered Shares were held for longer than one year. Under current law, non-corporate taxpayers, including individuals, generally are subject to a maximum regular United States federal income tax rate of 15% on net long-term capital gains. The deductibility of capital losses is subject to certain limitations. Any gain or loss generally will be treated as United States source income or loss for United States foreign tax credit purposes. Receipt of Foreign Currency A U.S. holders amount realized will generally be equal to the U.S. dollar value of the Canadian currency received, based upon the exchange rate on the date of receipt. A U.S. holder that does not convert foreign currency received into U.S. dollars on the date of receipt generally will have a tax basis in such foreign currency equal to the U.S. dollar value of such foreign currency on the date of receipt. Such a U.S. holder generally will recognize ordinary income or loss on the subsequent sale or other taxable disposition of such foreign currency (including an exchange for U.S. dollars). Passive Foreign Investment Company Considerations U.S. holders should note that it is possible that Iberian may have been a passive foreign investment company (PFIC). U.S. holders who owned Registered Shares during a year in which Iberian was a PFIC may be subject to different treatment, as discussed below. A foreign corporation is classified as a PFIC for United States federal income tax purposes in any taxable year in which, after applying relevant look-through rules with respect to the income and assets of its subsidiaries, either: (i) on average at least 50% of the gross value of its assets is attributable to assets that produce passive income or are held for the production of passive income; or (ii) at least 75% of its gross income is passive income. For purposes of the PFIC rules, passive income generally includes interest, dividends, annuities and other investment income and includes the excess of gains over losses from some commodities transactions, including some transactions involving oil and gas. Net gains from commodities transactions will not be included in the definition of passive income if they are active business gains or losses from the sale of commodities, but only if substantially all of a corporation's commodities are: stock in trade or inventory, depreciable or real property used in trade or business, or supplies used in the ordinary course of the trade or business of a corporation. Net gains from commodities transactions will also not be included in the definition of passive income if they arise out of commodity hedging transactions entered into in the ordinary course of a corporation's trade or business. U.S. holders are advised to consult their own tax advisors regarding the United States federal income tax consequences of owning stock in a PFIC. If a U.S. person disposing of Registered Shares pursuant to the Arrangement held those Registered Shares in any year in which Iberian was a PFIC, the U.S. person will be considered to be disposing of shares in a PFIC (unless such person made 49

one of two possible elections). Assuming Iberian was a PFIC for any taxable year in which a U.S. holder held Registered Shares and no election was made, a U.S. holder that realizes a gain on the disposition of Registered Shares in the Arrangement would be subject to special, adverse rules to determine his tax liability. The tax will be determined by allocating such gain ratably to each day of the U.S. holder's holding period. The amount allocated to the current taxable year and any taxable year during which such U.S. holder held the Registered Shares prior to the year in which Iberian first became a PFIC will be taxed as ordinary income (rather than capital gain) earned in the current taxable year. The amount allocated to other taxable years will be taxed at the highest marginal rates applicable to ordinary income for such taxable years and, in addition, an interest charge will be imposed on the amount of such taxes. If a U.S. holder realizes a loss on the disposition of the Registered Shares, his loss would generally be treated the same as if Iberian were not a PFIC. The PFIC rules are extremely complex, and the foregoing discussion is merely a summary. U.S. holders are urged to consult their professional advisors regarding these rules, as well as all other tax aspects of the Arrangement. Backup Withholding and Information Reporting In general, backup withholding and information reporting requirements may apply to the payment of proceeds of the exchange of Registered Shares made to a non-corporate U.S. holder. Backup withholding, currently at the rate of 28%, may apply to such payments if the U.S. holder: (1) (2) (3) (4) fails to furnish its social security or other taxpayer identification number (TIN) within a reasonable time after a request therefor; furnishes an incorrect TIN; fails to report interest or dividends properly; or fails, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that the TIN provided is the holder's correct number and that the holder is not subject to backup withholding.

Any amount withheld from a payment under the backup withholding rules is allowable as a credit against the U.S. holder's United States federal income tax liability (and may entitle the U.S holder to a refund), provided that the required information is timely furnished to the IRS. Certain persons are exempt from backup withholding, including corporations and certain financial institutions. Each U.S. holder should consult its tax advisor as to its qualification for exemption from backup withholding and the procedure for obtaining such exemption.

20.

CERTAIN SWISS TAX CONSIDERATIONS

This summary of Swiss tax considerations is applicable to a Shareholder who is not resident in Switzerland and who does not use or hold Registered Shares in the course of carrying on a business in Switzerland (a Non-Swiss Shareholder). A Non-Swiss Shareholder who sells Registered Shares to the Offeror pursuant to the Offer or a Squeeze-Out Merger will not be subject to Swiss tax in respect of such sale. As described above under the heading Acquisition of Registered Shares Not Deposited Under The Offer, if the Offeror does not hold 90% or more of the Registered Shares following the completion of the Offer, or if a Squeeze-Out Merger is otherwise not available for any reason, the Offeror currently intends to pursue other means of acquiring the remaining Registered Shares not deposited to the Offer, including by way of a statutory arrangement, amalgamation, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions. The Swiss tax consequences of any such Second Stage Transaction will depend on the manner in which such transaction is carried out. Shareholders should consult their own tax advisors with respect to the Swiss tax consequences to them of any such Second Stage Transaction.

50

21.

DEPOSITARY

The Offeror has engaged Computershare Investor Services Inc. to act as depositary for the receipt of certificates in respect of Registered Shares and related Letters of Transmittal deposited under the Offer. The Depositary has also been engaged to receive Notices of Guaranteed Delivery deposited under the Offer and to make the payments for Registered Shares purchased by the Offeror pursuant to the Offer. The Depositary will receive reasonable and customary compensation from the Offeror for its services in connection with the Offer, will be reimbursed for certain out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection therewith. No fee or commission will be payable by Shareholders who transmit their Registered Shares directly to the Depositary to accept the Offer. However, an investment advisor, stock broker, bank, trust company or other nominee through which a Shareholders owns Registered Shares may charge a fee to deposit Registered Shares on behalf of the Shareholder. Shareholders should consult their investment advisor, stock broker, bank, trust company or other nominee, as applicable, to determine whether any charges will apply. Questions and requests for assistance concerning the Offer should be made directly to the Depositary. Additional copies of this document, the Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained without charge from the Depositary at its office in Toronto, Ontario.

22.

BENEFITS OF THE OFFER

Other than as described elsewhere in this Circular, no Person named under Section 13 of this Circular, Ownership of and Trading in Securities of Iberian, will receive any direct or indirect benefit from the consummation of the Offer or any Squeeze-Out Merger or other Second Stage Transaction or from accepting or refusing to accept the Offer, other than the consideration available to any Shareholder who deposits Registered Shares to the Offer.

23.

EXPENSES OF THE OFFER

The Offeror estimates that expenses in the aggregate amount of $5,000,000 will be incurred by the Offeror and/or one or more of its affiliates (other than Iberian or any of its subsidiaries) in connection with the Offer, including legal, financial advising, accounting, filing and printing costs, depositary fees, the cost of preparation and mailing of the Offer and fees or expenses in connection with a Second Stage Transaction.

24.

LEGAL MATTERS

The Offeror is being advised in respect of certain matters concerning the Offer by, and the opinion contained in Section 18 of this Circular, Certain Canadian Federal Income Tax Considerations, has been passed upon by, Stikeman Elliott LLP, Canadian counsel to the Offeror and Trafigura.

25.

STATEMENT OF RIGHTS

Securities legislation in the provinces and territories of Canada provides security holders of Iberian with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer.

26.

APPROVAL OF OFFER AND TAKE-OVER BID CIRCULAR

The contents of the Offer and Circular have been approved and the sending, communication or delivery thereof to the Shareholders and holders of Convertible Securities has been authorized by the board of directors of the Offeror and by Trafigura.

51

CONSENT OF COUNSEL TO: AND TO: The Directors of Urion Mining International B.V. (the Offeror) The Directors of Trafigura Beheer B.V.

We refer to the offer of Offeror to acquire all of the registered shares of Iberian Minerals Corp. dated December 15, 2011 (the Offer). We hereby consent to the reference to our name under Certain Canadian Federal Income Tax Considerations and Legal Matters and to the use of our opinion contained under Certain Canadian Federal Income Tax Considerations in the take-over bid circular accompanying the Offer. Calgary, Alberta December 15, 2011 (Signed) Stikeman Elliott LLP

52

CONSENT OF VALUATOR TO: AND TO: The Directors of Urion Mining International B.V. (the Offeror) The Directors of Trafigura Beheer B.V.

We refer to the formal valuation dated November 16, 2011 (the Report), which we prepared for Trafigura Beheer B.V. and the Special Committee of the Board of Directors of Iberian Minerals Corp. in connection with the offer of Offer to acquire all of the Registered Shares of Iberian Minerals Corp. dated December 15, 2011. We consent to the filing of the Report with the applicable Canadian securities regulatory authorities and the inclusion of the Report and a summary of the Report in the take-over bid circular accompanying the Offer. Toronto, Ontario December 15, 2011 (Signed) Cormark Securities Inc.

53

APPROVAL AND CERTIFICATE OF URION MINING INTERNATIONAL B.V. The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. Dated: December 15, 2011

(Signed) Christopher Cox Director

(Signed) Pierre Lorinet Director

On behalf of the Board of Directors of Urion Mining International B.V.

(Signed) Jozef van Leeuwen Director

(Signed) Mark Irwin Director

54

APPROVAL AND CERTIFICATE OF TRAFIGURA BEHEER B.V. The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. Dated: December 15, 2011

(Signed) Claude Dauphin Director

(Signed) Pierre Lorinet Director

On behalf of the Board of Directors of Trafigura Beheer B.V.

(Signed) Jeremy Weir Director

(Signed) Michael Wainwright Director

55

SCHEDULE A VALUATION OF CORMARK SECURITIES INC.

November 16, 2011 Trafigura Beheer B.V. P.O. Box 75117 1070 AC Amsterdam The Netherlands - and The Special Committee of the Board of Directors of Iberian Minerals Corp. 65 Front Street East Suite 200 Toronto, Ontario, Canada M5E 1B5

Dear Sirs, Cormark Securities Inc. (Cormark) understands that Iberian Minerals Corp. (Iberian or the Company) intends to enter into a pre-acquisition agreement (the Agreement) with Trafigura Beheer B.V. (Trafigura) pursuant to which Trafigura will agree to make an offer to purchase all outstanding registered shares of Iberian (the Iberian Shares) that is does not already own by way of a take-over bid (the Offer). Pursuant to the terms and conditions of the Offer, holders of Iberian Shares will receive a cash payment of $1.10 for each Iberian Share held (the Consideration). The specific terms and conditions of, and other matters relating to, the Offer will be more fully described in the take-over bid circular (the Circular) to be mailed to the holders of Iberian Shares in connection with the Offer. Cormark also understands that Trafigura currently owns approximately 48.3% of the issued and outstanding Iberian Shares. Cormark further understands that a committee (the Special Committee) of the board of directors of Iberian (the "Board), consisting of directors who are independent of Iberian and of Trafigura, has been constituted to consider the Offer and to make recommendations thereon to the Board. We understand that the Offer is an insider bid under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). The Special Committee has retained Cormark to provide advice and assistance to the Special Committee in connection with the Offer, including the preparation and delivery to the Special Committee of: (i) a formal valuation of the Iberian Shares (the Valuation) in accordance with the requirements of MI 61-101, and (ii) an opinion (the Fairness Opinion) as to the fairness, from a financial point of view, of the Consideration to the holders of Iberian Shares other than Trafigura (the Minority Shareholders). CORMARK SECURITIES' ENGAGEMENT Cormark was initially contacted by the Special Committee with respect to acting as its financial advisor in connection with the Offer on October 17, 2011, and was retained by the Special Committee pursuant to an engagement agreement dated October 26, 2011 (the "Engagement Letter"). Cormark was engaged to provide advice and assistance to the Special Committee in connection with the Offer, including advising and assisting the Special Committee in negotiating the terms of the Offer and the preparation and delivery of the Valuation and the Fairness Opinion. The terms of the Engagement Letter provide that Cormark is to be paid a fee by Trafigura for the delivery of the Valuation, a separate fee by Iberian in connection with its role as financial advisor and for the delivery of the Fairness Opinion and is to be reimbursed for its reasonable out-of-pocket expenses. The fees payable to Cormark under the Engagement Letter are not contingent in whole or in part on the success of the Offer or on the conclusions reached in the Valuation or the Fairness Opinion. Furthermore, Iberian has agreed to indemnify Cormark, in certain circumstances, against certain expenses, losses, claims, actions, suits, proceedings, damages and liabilities which may arise directly or indirectly from services performed by Cormark in connection with the Engagement Letter.

Subject to the terms of the Engagement Letter, Cormark consents to the inclusion of this Valuation in the Circular, with a summary thereof, in a form acceptable to Cormark, and to the filing thereof by Iberian and Trafigura with the securities commissions or similar regulatory authorities in Canada. CREDENTIALS OF CORMARK SECURITIES Cormark is a Canadian investment dealer providing investment research, equity sales and trading and investment banking services to a broad range of institutions and corporations. Cormark has participated in a significant number of transactions involving public and private companies, maintains a particular expertise advising companies in the global mining sector and has extensive experience in preparing valuations. The Valuation represents the opinion of Cormark and its form and content have been approved for release by a committee of senior investment banking professionals of Cormark, each of whom is experienced in merger, acquisition, divestiture, valuation, fairness opinion and other capital markets matters. INDEPENDENCE OF CORMARK SECURITIES Neither Cormark nor any of its affiliated entities (as such term is defined in MI 61-101) is an issuer insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario)) of Trafigura or a joint actor (as such term is defined in MI 61-101) (collectively the Interested Parties). Cormark is not acting as an advisor to Trafigura, or any other Interested Party, in connection with any matter, other than acting as financial advisor to the Special Committee under the Engagement Letter. Cormark has not been engaged to provide any financial advisory services nor has it participated in any underwriting involving Trafigura, or any of its associates or affiliates during the 24-month period preceding the date Cormark was first contacted in respect of the Offer. In the 24-month period preceding the date Cormark was first contacted in respect of the Offer, Cormark acted as advisor to a special committee of Iberians directors in connection with the acquisition by the Company of an outstanding net profits interest on the Condestable mine, pursuant to an engagement letter dated March 16, 2011. In connection with that transaction, Cormark acted as a syndicate member in an offering of Iberian registered shares for gross proceeds of approximately $76 million. Cormark received a fee for acting as financial advisor to the special committee and also received its proportionate share of the underwriting fee in respect of the offering. Cormark does not have a material financial interest in the completion of the Offer and the fees paid to Cormark in connection with the Engagement Letter do not give Cormark any financial incentive in respect of the conclusions reached in the Valuation or the Fairness Opinion or the success of the Offer. Cormark acts as a trader and dealer, both as principal and agent, in all major financial markets in Canada and, as such, may have had, may have, and may in the future have, positions in the securities of Iberian or other Interested Parties and, from time to time, may have executed or may execute transactions on behalf of such entities or other clients for which it may have received or may receive compensation. As an investment dealer, Cormark conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including matters with respect to the Offer, Iberian, or other Interested Parties. There are no understandings, agreements or commitments between Cormark and Iberian, Trafigura or any other Interested Party with respect to any future financial advisory or investment banking business. Cormark may in the future, in the ordinary course of its business, perform financial advisory or investment banking services for Iberian, Trafigura or any other Interested Party.

SCOPE OF REVIEW In connection with the Valuation, Cormark has reviewed and relied upon (without verifying or attempting to verify independently the completeness or accuracy thereof) or carried out, among other things, the following: a) the Agreement in final form, dated November 16, 2011;

b) the NI 43-101 technical report titled: Technical Report Condestable and Ral Deposits Peru, dated August 12, 2011; c) the NI 43-101 technical report titled: Technical Report on the Mineral Resources and Reserves of the Aguas Tenidas Mine Project, Spain, dated September 11, 2009;

d) audited annual financial statements and managements discussion and analysis of Iberian for each of the years ended December 31, 2010, 2009 and 2008; e) f) annual information form of Iberian for the year ended December 31, 2010; quarterly financial statements and managements discussion and analysis of Iberian for the quarters ended September 30, 2010, March 31, 2011, June 30, 2011, and September 30, 2011;

g) confidential information made available by Iberian concerning the business, operations, assets, liabilities and prospects of the Company; h) meetings and discussions with the Special Committee; i) due diligence meetings with senior executives of the Company concerning the past and current operations, the financial condition and the prospects of the Company; a certificate dated November 16, 2011, as to certain factual matters and the completeness and accuracy of the information upon which the Valuation is based, addressed to us and provided by senior officers of the Company;

j)

k) public information (including corporate presentations and information prepared by industry research analysts) related to the business, operations, financial performance and trading history of the Company and other selected mining companies which we considered relevant; l) public information with respect to precedent transactions of a comparable nature which we considered relevant; and

m) such other information, investigations, analyses and discussions as we considered appropriate in the circumstances. Cormark has had full access to and cooperation from the senior officers of Iberian and has not, to the best of its knowledge, been denied access by the Company to any information requested by Cormark. Please note that all currency amounts in the Valuation are presented in Canadian dollars unless otherwise indicated.

PRIOR VALUATIONS Iberian and Trafigura have represented to Cormark that there have been no independent appraisals or valuations (as defined in MI 61-101) or material non-independent appraisals or valuations relating to the Company or any of its subsidiaries on any of their respective material assets or liabilities which have been prepared as of a date within the preceding 24 months other than those which have been provided to Cormark. ASSUMPTIONS AND LIMITATIONS With the Special Committees acknowledgement and agreement as provided for in the Engagement Letter, Cormark has relied upon the accuracy and completeness of all data and other information obtained by it from public sources or provided to it by Iberian, and its personnel, advisors, or otherwise, including the certificates identified below (collectively, the Information). The Valuation is conditional upon the completeness, accuracy and fair presentation of the Information. Without limiting the foregoing, we have assumed the accuracy of the representations and warranties of the Company and Trafigura in the Agreement. Subject to the exercise of professional judgment and except as expressly described herein, Cormark has not attempted to independently verify or investigate the completeness, accuracy or fair presentation of any of the Information. In addition, Cormark has assumed that the Offer will be consummated in accordance with the terms and conditions set forth in the Agreement without any waiver, amendment or delay of any terms or conditions. With respect to budgets, financial forecasts, projections or estimates provided to Cormark and used in our analyses, we have noted that projecting future results of any business is inherently subject to uncertainty. We have assumed, however, that such budgets, financial forecasts, projections and estimates were reasonably prepared consistent with industry practice on a basis reflecting the best currently available assumptions, estimates and judgments of the management of the Company and are (or were at the time and continue to be) reasonable in the circumstances. Cormark has relied on certain factual representations made by the Company to Cormark in certificates provided by the officers of the Company and delivered as of November 16, 2011, including, without limitation, with respect to (i) the accuracy of the Information provided to Cormark by the Company, (ii) the absence of material changes in respect of the Company since the date at which such Information was provided to Cormark, (iii) the absence of appraisals or valuations with respect to the Company prepared within the last two years and not provided to Cormark, (iv) the absence of material transactions with respect to the Company outside of the ordinary course of business and not disclosed to Cormark, (v) the reasonableness of forecasts, projections and budgets prepared by the Company, and (vi) the absence of actions or proceedings against or affecting the Company. The Valuation is rendered on the basis of securities markets, economic, financial and general business conditions prevailing as at November 16, 2011 and the condition and prospects, financial and otherwise, of the Company and its subsidiaries, as they were reflected in the Information and as they have been represented to Cormark in discussions with the management of the Company as at that date. In its analyses and in preparing the Valuation, Cormark has made certain assumptions with respect to expected industry performance, general business and economic conditions and other matters, most of which are beyond the control of Cormark or any party involved in the Offer. Cormark believes these assumptions are reasonable under the current circumstances; however, actual future results may demonstrate that certain assumptions were incorrect. Cormark is an investment dealer and financial advisor only and has relied upon, without independent verification or investigation, the assessments of the Company and its respective advisors with respect to legal, tax, regulatory and actuarial matters. The Valuation does not constitute a valuation or appraisal of any specific assets or liabilities of the Company or Trafigura and should not be viewed as such. In preparing the Valuation, Cormark has also assumed that the final versions of documents will conform in all material respects to the drafts provided to Cormark, conditions precedent to the completion of the Offer can be satisfied in due course, all consents, permissions, exemptions or orders of relevant regulatory authorities will be obtained without adverse condition or qualification, the procedures being followed to implement the Offer are valid

and effective, the Circular and Directors Circular will be distributed to the shareholders of Iberian in accordance with all applicable laws, and the disclosure in the Circular and Directors Circular will be accurate in all material respects and will comply, in all material respects, with the requirements of all applicable laws. The Valuation has been prepared for the exclusive use of Trafigura and the Special Committee in connection with the Offer. The Valuation may not be used by any person or relied upon by any person other than the Special Committee or Trafigura and may not be used or relied upon by the Special Committee or Trafigura for any purpose other than the purpose hereinbefore stated, without the express prior written consent of Cormark. Except as contemplated herein, the Valuation is not to be reproduced, disseminated, quoted from or referred to (in whole or in part) without our prior written consent. The Valuation has been provided for the use of the Special Committee and Trafigura and is not intended to be, and does not constitute, a recommendation that any holder of Iberian Shares should deposit their Iberian Shares to the Offer or any other matter that may be relevant to consider the Offer. Cormark believes that the Valuation must be considered and reviewed as a whole and that selecting portions of the stated analyses or factors considered by Cormark, without considering all the stated analyses and factors together, could create a misleading view of the process underlying or the scope of the Valuation. The preparation of a valuation of this nature is a complex process and is not necessarily amenable to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. The Valuation is given as of November 16, 2011, and Cormark disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Valuation which may come or be brought to Cormarks attention after such date. Without limiting the foregoing, in the event that there is any material change (as defined in the Securities Act (Ontario)) in the Company or any change in any material fact (as defined in the Securities Act (Ontario)) affecting the Valuation after November 16, 2011, Cormark reserves the right to change, modify or withdraw the Valuation, although it disclaims any undertaking or obligation to advise any person of any such change that may come to its attention or to update the Valuation after such date. The Valuation has been prepared in accordance with the Disclosure Standards for Formal Valuations of the Investment Industry Regulatory Organization of Canada (IIROC), but IIROC has not been involved in the preparation or review of the Valuation. In connection with the preparation of the Valuation, Cormark conducted a detailed analysis of the assets and operations of Iberian on a segmented basis.

OVERVIEW OF IBERIAN MINERALS CORP. Iberian is a corporation existing under the laws of Switzerland that owns and operates two base metals mines, the Condestable mine (the Condestable Mine or Condestable) in Peru and the Aguas Tenidas mine (the Aguas Tenidas Mine or Aguas Tenidas) in Spain. The Condestable Mine, owned by the Companys subsidiary, Compania Minera Condestable S.A. (CMC), is located approximately 90 km south of Lima, Peru. The Condestable Mine is an underground operation that operates at a rate of 2.4 million tonnes per year (6,600 tpd) of ore processed and produces copper concentrates that also contain gold and silver. Iberian holds approximately 98.73% of the shares of CMC. The Aguas Tenidas Mine, owned by the Companys subsidiary, Minas de Aguas Tenidas S.A. (MATSA) is located in the Andalucia region of Spain approximately 110 km north-west of Seville. The Aguas Tenidas Mine is an underground mine that operates at a rate of 2.2 million tonnes per year (6,000 tpd) of ore processed and produces copper, zinc and lead concentrates that also contain silver. Iberians registered office is in Lucerne, Switzerland. The Company has offices in Seville, Lima and Toronto and a global workforce of more than 2,500 employees and contract workers. The Company is listed on the TSX Venture Exchange (TSXV) and trades under the symbol IZN. The Condestable Mine (98.73% Interest) The Condestable Mine, located in Peru approximately 90 km south of Lima, has been in production since 1998 and today operates at approximately 2.4 million tonnes per year producing copper, and associated silver and gold in a concentrate. The property consists of 109 exploration and exploitation concessions totaling approximately 46,719 ha. The tenements are distributed in two groups named Condestable and Ral. The Condestable Mine is exploited by CMC through a shared operation. CMC owns the property rights for the Condestable Mine where it has operated since 1961. Activities at the Condestable concessions were stopped in 1998 and, in 1999, CMC began to work at the Ral mine, maintaining the process plant in the Condestable district, through a cession contract with Compania Minera Pativilca, whose current name is Cementos Pacasmayo S.A.A. The cession contract included a royalty payment for the exploitation of the Ral mine. In March 2010, CMC completed the purchase of all remaining interest in the Ral mine including all its tenements and also the surface rights of the land surrounding the current Ral operations. As such, CMC is no longer obligated to make royalty payments that it was previously required to pay in connection with the lease of the Ral mine. On September 1, 2011 Iberian announced an updated technical report for Condestable titled NI 43-101 Technical Report Condestable and Ral Deposits Peru dated August 12, 2011, which extended the mine life by four years at the current rate of 6,600 tpd, producing approximately 52 million pounds of copper per year. Currently CMC is concentrating its production operations in the Ral and Condestable mines. Approximately 82% of the life of mine tonnage will be sourced from the Ral mine, 16% from the Condestable mine, and 2% from stockpiles. The Aguas Tenidas Mine (100% Interest) The Aguas Tenidas Mine comprises a copper-zinc project in the Andalusia region of Spain, approximately 100 km north-west of Seville. The Aguas Tenidas Mine is an underground mine operating at a rate of 2.2 million tonnes per year of ore processed and produces copper, zinc and lead concentrates that also contain gold and silver. Commercial production commenced with an effective date of October 1, 2009. The Aguas Tenidas Mine is 100% owned by MATSA, a wholly owned subsidiary of Iberian. Prior to development, a technical report titled Report NI 43-101 Technical Report on the Mineral Resources and Reserves of the Aguas Tenidas Mine Project, Spain dated September 11, 2009 was prepared by Adam Wheeler, C. Eng, an independent mining consultant. In the fourth quarter of 2010, Iberian completed a 30% expansion of the Aguas Tenidas Mine to a rate of 6,000 tonnes per day of processed ores. The Company expects the Aguas Tenidas Mine to produce 2.2 million tonnes of ore per year on a going-forward basis. 6

Mineral Reserves and Resources The following table outlines the current mineral resources at Condestable and Aguas Tenidas, as reported by the Company:
Tonnes (MM) Condestable (1)(2) : Proven & Probable Measured & Indicated Inferred Aguas Tenidas(3): Proven & Probable Measured & Indicated Inferred Sotiel(4): Historical 10.7 7.7 5.8 Au (g/t) Ag (g/t) Cu (%) 1.1 1.7 1.0 Zn (%) Pb (%) Au (MM oz) Ag (MM oz) Cu (MM lbs) 259 291 133 Zn (MM lbs) Pb (MM lbs)

19.2 27.5 10.6

0.62 0.55 0.63

50 45 46

1.7 1.6 2.0

3.9 3.8 2.5

1.2 1.1 0.8

0.4 0.5 0.2

30.6 39.7 15.7

714 978 479

1,668 2,295 595

490 639 177

13.3

0.7

5.1

2.2

218

1,502

652

Note: 3.0% Zn and 1.0% Cu cut-off for Aguas Tenidas and 0.9% Cu cut-off for Condestable. Resources are inclusive of all reserves. 1. Source: NI 43-101 Technical Report, Condestable and Ral Deposits, Peru. Prepared for Iberian Minerals Corp. by SKR Consulting Engineers and Scientists, August 12, 2011 (Effective date December 31, 2010). 2. Reserves and resources on a 100% basis. 3. Source: NI 43-101 Technical Report on the Mineral Resources and Reserves of the Aguas Tenidas Mine Project - Spain, Prepared for Iberian Minerals Corp. by Adam Wheeler, September 11, 2009. 4. JORC historic resource included in final mine closure report in 2000. Not NI 43-101 compliant.

Historical Financial Results The following tables summarize Iberians financial results for the last two fiscal years and the nine month periods ended September 30, 2011 and 2010:
(in US$ millions, except per share amounts) Income and Cash Flow Revenues ..................................................................................... Operating Costs............................................................................ Administration............................................................................. (1) EBITDA....................................................................................... Depreciation & Amortization....................................................... (1) EBIT............................................................................................. Net Earnings ................................................................................ Earnings per Diluted Share .......................................................... Capital Expenditures ................................................................... (2) Cash Flow from Operations.......................................................... (in US$ millions) Balance Sheet Data Assets: (3) Cash and Equivalents................................................................... Accounts Receivable ................................................................... Inventory ..................................................................................... Other Current Assets ................................................................... PP&E............................................................................................ Total Assets ................................................................................. Liabilities and Shareholders Equity: Accounts Payable and Accrued Liabilities .................................. Current Portion of Debt and Capital Leases ................................ Current Portion of Derivative Instruments................................... Other Current Liabilities ............................................................. Long-Term Debt and Capital Leases ........................................... Convertible Debenture.................................................................. Other Long-Term Liabilities ........................................................ Total Liabilities ........................................................................... Shareholders' Equity .................................................................... 9 Months Ended September 30, 2011 (unaudited) $183.5 ($153.4) ($3.9) $26.2 ($88.9) ($62.7) $201.4 $0.51 ($29.7) $22.3

2010

Year Ended December 31, 2010 2009 (audited) $226.7 ($183.7) ($3.1) $39.9 ($72.7) ($32.7) ($84.4) ($0.25) ($43.2) $25.2 (audited) $144.3 ($83.9) ($6.8) $53.7 ($36.5) $17.2 ($222.7) ($0.72) ($84.7) $28.5

(unaudited) $165.0 ($132.8) ($2.8) $29.4 ($90.9) ($61.5) ($50.0) ($0.16) ($35.8) $24.7

9 Months Ended September 30, 2011 2010 (unaudited) $34.1 $52.6 $47.1 $9.3 $579.0 $755.4 (unaudited) $15.3 $39.4 $25.9 $15.7 $417.0 $535.0

Year Ended December 31, 2010 2009 (audited) $16.8 $40.9 $36.3 $41.1 $411.6 $567.0 (audited) $21.3 $26.4 $21.3 $19.3 $410.2 $522.3

$102.7 $54.4 $23.3 $34.5 $83.5 $0.0 $48.9 $347.3 $406.3

$64.7 $17.6 $169.3 $0.0 $109.8 $26.0 $79.4 $466.9 $68.1

$71.9 $71.1 $239.4 $28.6 $57.5 $0.0 $86.4 $555.0 $12.0

$63.9 $55.6 $174.0 $0.0 $26.6 $23.2 $100.6 $443.9 $78.5

1. EBITDA and EBIT are non-GAAP measures and are not reported by the Company as part of its normal disclosure. EBITDA is defined as Revenues Cost of product sold General, administration and selling. EBIT is defined as EBITDA Depletion, amortization and accretion. 2. Cash Flow from Operations is prior to adjustments for working capital. 3. Cash and Equivalents includes short term restricted cash.

Market for Securities The Iberian Shares are listed for trading on the TSXV under the trading symbol IZN. The following table sets forth, for the periods indicated, the high and low closing prices quoted and the volume traded on the TSXV:

November 1-16, 2011............. October, 2011......................... September, 2011..................... August, 2011.......................... July, 2011............................... June, 2011............................... May, 2011............................... April, 2011.............................. March, 2011........................... February, 2011........................ January, 2011.......................... December, 2010...................... November, 2010.....................

Closing Price (C$) High Low $0.86 $0.78 $0.82 $0.64 $0.90 $0.66 $0.93 $0.80 $0.99 $0.85 $0.99 $0.85 $0.99 $0.90 $1.00 $0.86 $1.02 $0.85 $1.08 $0.88 $0.96 $0.80 $0.84 $0.75 $0.80 $0.63

Volume 7,734,807 10,684,935 7,690,933 5,111,722 18,377,346 5,299,483 6,083,349 5,251,385 6,412,424 9,883,281 11,861,051 7,035,419 26,650,966

The closing price of the Iberian Shares on the TSXV on November 16, 2011, the last day prior to the announcement of the Offer, was $0.79. GENERAL APPROACH TO VALUE ANALYSIS Cormark approached the Valuation in accordance with MI 61-101, which, in the case of the Offer, requires the valuator to make a determination as to the fair market value of the Iberian Shares. MI 61-101 defines fair market value as the monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay a prudent and informed seller, each acting at arms length with the other and under no compulsion to act. In accordance with MI 61-101, Cormark has made no downward adjustment to the fair market value of the Iberian Shares to reflect the liquidity of the Iberian Shares, the effect of the Offer on the Iberian Shares, or the fact that Iberian Shares held by individual holders do not form part of a controlling interest. Consequently, the Valuation provides a conclusion on a per share basis with respect to Iberians en bloc value or the price at which all of the Iberian Shares could be sold to one or more buyers at the same time. The Valuation is based upon techniques and assumptions that Cormark considers appropriate in the circumstances for the purposes of arriving at an opinion as to the range of fair market value of the Iberian Shares. VALUATION METHODOLOGIES Cormark employed four methodologies in our approach to the Valuation: i. ii. iii. iv. Net asset value (NAV); Comparable companies analysis (Comparable Trading); Precedent transactions analysis (Comparable Transactions); and Application of control premium multiples to NAV (NAV Multiples);

NAV The NAV approach separately considers each mining, exploration and financial asset, whose individual values are estimated through the application of the methodology viewed as most appropriate in the circumstances, net of obligations and liabilities, including reclamation and closure costs, and the present value of corporate general and administrative costs that are not directly related to the individual projects. To value Iberians operating assets, Cormark relied primarily on a discounted cash-flow (DCF) analysis whereby it discounted the unlevered, after-tax, constant-dollar free cash flows of each asset, over the life of the asset at a prescribed discount rate to generate 9

present values. All forecasts of free cash flow were based on operating estimates provided by the Company and Cormarks assessment thereof in the exercise of its professional judgment. Commodity price forecasts were considered under two scenarios and were derived from research analyst consensus estimates and the curve of actively traded futures contracts. Under the NAV approach, the value of each asset is summed to produce a total asset value from which is added or subtracted the Companys financial assets and liabilities as well as an estimate of the present value of corporate general and administrative costs that were not directly assignable to the operating assets. The NAV method considers a variety of valuation techniques in the context of individual assets and is less biased with respect to a transactions timing within a commodity pricing cycle due to its reliance principally on long term metal price forecasts and explicitly addresses the unique characteristics of Iberians assets from a long-term operating and exploration perspective. Comparable Trading Approach In the Comparable Trading approach, various financial metrics at which similar, publicly listed, primarily copper companies trade are reviewed and used to estimate appropriate multiples of similar metrics for the Company. Asset location, production scale, operating history, and expected mine life are key considerations for gauging comparability. The following financial metrics which are discussed later in this report were analyzed and considered in the approach to valuation: share price as a multiple of NAV per share (Price/NAV), enterprise value (EV) as a multiple of earnings before interest, taxes, depreciation, and amortization (EBITDA) (EV/EBITDA), and share price as a multiple of operating cash flow per share (Price/Cash Flow). EV is calculated as the market value of common equity and preferred shares plus the book value of debt and minority interest minus the book value of working capital. Cormark considered the multiple of NAV to be the most applicable trading metric to measure the value of Iberian for the following reasons: 1. Mine life at Condestable: The Condestable Mine is estimated to have a mine life of approximately 5 years, based on assumptions provided by management. Applying trading multiples on near-term EBITDA and cash flow metrics are less meaningful for shorter life assets given that the comparable companies, on average, have longer life assets. Capital budget and grade assumptions at Aguas Tenidas: The most recent budget review of Aguas Tenidas has resulted in higher non-discretionary capital expenditures in the next four years of operation relative to the previously estimated non-discretionary capital requirements. The long-term reduction in grade is expected to occur in both the cupriferous and polymetallic ores, partially due to (a) a lowering of the cut-off grade, (b) the reclassification of complex copper ores from cupriferous ores to polymetallic ores for metallurgical reasons (this complex ore had the effect of increasing slightly the copper grade in the polymetallic ores but reducing the zinc grades of the combined polymetallic resources) and (c) a revised interpretation of the ore body as a result of new information from recently conducted definition drilling. Given that the revised head grade forecasts are long term in nature, near term EBITDA and cash flow metrics are not impacted and, consequently, multiples applied to these metrics are not as meaningful as multiples of NAV.

2.

We exercised our professional judgment in determining that a DCF-based methodology is the most accurate method to capture the valuation of Iberian in the context of the above mentioned circumstances. The results of the comparable trading analysis were then adjusted to include a control premium based on comparable change-of-control transactions to compute an en bloc value for the Iberian Shares.

10

Comparable Transactions Approach The Comparable Transactions approach considers transaction valuations in the context of the purchase or sale of a comparable company or asset. The prices paid for primary copper producing companies and assets and their implied multiples provide a general measure of relative value. In addition, because precedent transactions represent a change of control, the implied valuation multiples can be used to provide a measure of en bloc value, which Cormark considered most applicable when valuing the Iberian Shares in the context of the Offer. Factors such as asset location, production scale, operating history, and expected mine life, as well as the price of copper at the time of the transaction are considered when gauging comparability. Similar to the Comparable Trading approach, Cormark analyzed and considered multiples of EV/EBITDA, Price/Cash Flow and Price/NAV. Cormark considered the multiple of NAV to be the most applicable transaction metric to measure the value of the Iberian Shares. NAV Multiples Approach The NAV Multiples approach is a subset of the Comparable Trading and Comparable Transaction approaches described above and considers trading and transaction multiples of NAV as applied to the NAV of Iberian. Cormark considers this approach as the most applicable in determining the fair market value of the Iberian Shares, for reasons previously discussed, as it is driven by the DCF values for Condestable and Aguas Tenidas. Under the NAV Multiples approach, Cormark considered several commodity price scenarios to determine a sensitized range of NAV, onto which multiples of NAV where then applied to determine value. APPLICATION OF VALUATION METHODOLOGIES NAV To determine the value of Iberians key assets, Cormark relied on information provided by management, including internal unaudited financial models for CMC and MATSA, up to date hedge positions, corporate overhead budgets, and taxation assumptions. As part of our review of the information provided, we interviewed management to discuss the budgeting process and the key assumptions underlying managements forecasts. In certain circumstances, after discussion with management, Cormark made adjustments to the forecasts provided to reflect managements views on the long-term prospects for certain of the Companys assets. Commodity Price Assumptions Forecasted commodity price assumptions are the critical determinants of the outcome of the NAV approach. Future commodity prices are difficult to predict and different views on prices can have a very significant impact on resulting DCF values. Cormark considered two primary pricing scenarios for the purposes of calculating the DCF values of Condestable and Aguas Tenidas. The first scenario relied upon current consensus research analyst commodity price forecasts (Analyst Pricing), the second scenario relied upon a the curve of actively traded commodity futures contracts on the London Metal Exchange and COMEX (Futures Pricing). Sensitivity analysis was performed under both pricing scenarios to consider the impact of changes to long-term copper prices on the estimate of Iberians NAV.

11

A summary of the commodity price assumptions under Analyst Pricing and Futures Pricing scenarios is as follows:
Analyst Pricing 2012 2013 $4.00 $3.95 $1.05 $1.10 $1.05 $1.10 $1,750 $1,675 $38.50 $35.00 Futures Pricing 2012 2013 $3.52 $3.53 $0.89 $0.92 $0.94 $0.97 $1,787 $1,801 $34.21 $34.07

Copper....... (US$/lb) Zinc........... (US$/lb) Lead........... (US$/lb) Gold........... (US$/oz) Silver......... (US$/oz)

Q4 2011 $3.75 $1.00 $0.90 $1,750 $37.00

2011 $4.10 $1.00 $1.10 $1,600 $36.50

2014 $3.60 $1.15 $1.10 $1,500 $29.00

LT $2.60 $1.00 $0.90 $1,250 $21.50

Copper....... (US$/lb) Zinc........... (US$/lb) Lead........... (US$/lb) Gold........... (US$/oz) Silver......... (US$/oz)

Q4 2011 $3.50 $0.88 $0.92 $1,780 $34.23

2011 $4.03 $1.00 $1.10 $1,595 $35.88

2014 $3.50 $0.93 $0.98 $1,830 $33.74

LT $2.60 $1.00 $0.90 $1,250 $21.50

Operating Assumptions - Condestable Cormark was provided with a life of mine budget for CMC that included a detailed forecast of expected copper, silver and gold production, operating expenses and planned capital expenditures on a 100% basis for the Condestable Mine. These budgets formed the basis of the analysis underlying the DCF approach to estimating the value of Condestable attributable to Iberian, based on Iberians 98.73% interest in CMC. The budget forecasts production of approximately 14.0 million tonnes of ore over a mine life of approximately 5 years, representing approximately 100% of the total resources, including inferred resources. Given the long history of production at Condestable and historic resource conversion rates, management was comfortable with the assumption of 100% exhaustion of the current total resource. Management did not, however, expect that there was significant potential for material exploration upside beyond the current resource and as such did not include potential additional resources in the mine budget. Operating Assumptions Aguas Tenidas Cormark was provided with a base case life of mine budget for MATSA that included a detailed forecast of expected copper, zinc, lead, silver and gold production, operating expenses and planned capital expenditures on a 100% basis for the Aguas Tenidas Mine. These budgets formed the basis of the analysis underlying the DCF approach to estimating the value of Aguas Tenidas attributable to Iberian. The initial budget provided by management assumed mining of the current internally estimated reserves at Aguas Tenidas, representing 19.2 million tonnes, at a rate of 2.2 million tonnes per annum for a remaining mine life of 9 years terminating in 2020. Through discussions with management, it was determined that an additional 11.8 million tonnes of ore, at similar grade assumptions, could be assumed to convert to reserves and was added to the mine plan, extending the mine life through 2025 and increasing the total ore mined to approximately 29.5 million tonnes. The budget also included updated capital expenditures for Aguas Tenidas which included a significant increase in near-term non-discretionary capital to be spent on additional definition drilling and a water treatment facility, among other items. By comparison, the capital expenses for calendar year 2011 are expected to be US$28 million, including US$15 US$20 million in sustaining capital, whereas management has budgeted capital spending of US$53.1 million in 2012 and forecast capital spending of US$50.8 million in 2013. Management disclosed to Cormark that the incremental capital expenditures were required to sustain the base case operations and had previously been unanticipated until the current budget year. In addition, the budget provided included near and long-term assumptions of head grades for copper, zinc, and other metals. Management guided that a long-term reduction in grade was expected to occur in both the cupriferous and polymetallic ores, partially due to (a) a lowering of the cut-off grade, (b) the reclassification of complex copper ores from cupriferous ores to polymetallic ores for metallurgical reasons (this complex ore had the effect of increasing

12

slightly the copper grade in the polymetallic ores but reducing the zinc grades of the combined polymetallic resources) and (c) a revised interpretation of the ore body as a result of new information from recently conducted definition drilling. On a long-term basis, management expects zinc grades in the polymetallic ores to average 4.5%, versus the expectation of 5.4% in calendar 2011. Long term copper grades in the cupriferous ores are forecast to average 1.7%, versus the expectation of 2.2% in calendar 2011. Cormark also received an expansion case budget for Aguas Tenidas. The expansion case contemplated an expansion in throughput from 2.2 million tonnes per annum to 4.4 million tonnes per annum achieved in mid-2015. The incremental capital requirements related to the expansion were estimated as approximately US$260 million over the four year period from 2012 to 2015. The increased capital costs relating to the expansion case include all costs associated with the re-start of the Sotiel Mine (Sotiel) with the increased production rate including ore mined from Sotiel. Cormark analyzed the cash flow profile of the expansion and determined that it did not materially impact the DCF value of Aguas Tenidas, primarily due to the significant capital spending required several years in advance of realizing the expanded production profile. In addition, the Board has not yet made a decision to proceed with the expansion, although it remained under consideration as of the date of this letter. For those reasons, Cormark did not include the expansion case in our analysis of NAV for Iberian. Commodity Price Hedging In our DCF analysis of Condestable and Aguas Tenidas, we utilized the most recent commodity pricing hedging schedules provided by management to determine average realized pricing under the Analyst Pricing and Futures Pricing scenarios. Summary Financial Forecasts Financial forecasts for Condestable and Aguas Tenidas, using the Analyst Pricing scenario, for the period starting October 1, 2011 through December 31, 2020 are summarized below:
(in US$ millions) CMC (Condestable) - 100% Basis Q4 2011 Ore Processed (000 tonnes)........................ 600 Average Copper Head Grade...................... 1.0% Payable Copper Production (MM lbs)........ 11.5 (1) Revenue...................................................... $21.4 (2) EBITDA..................................................... $8.8 Cash Taxes................................................. $0.5 Capital Expenditures.................................. ($3.4) Free Cash Flow........................................... $5.9 (in US$ millions) MATSA (Aguas Tenidas) - 100% Basis Q4 2011 Cupriferous Ore Processed (000 tonnes).... 270 Cupriferous Copper Head Grade............. 2.2% Cupriferous Zinc Head Grade................. 0.8% Polymetallic Ore Processed (000 tonnes)... 267 Polymetallic Copper Head Grade............ 1.2% Polymetallic Zinc Head Grade................ 4.8% Payable Copper Production (MM lbs)........ 14.4 Payable Zinc Production (MM lbs)............ 16.4 (1) Revenue...................................................... $54.7 (2) EBITDA..................................................... $9.3 Cash Taxes................................................. $0.0 Capital Expenditures.................................. ($6.7) Free Cash Flow........................................... $2.6

2012 2013 2014 2015 2,562 2,555 2,555 2,555 1.0% 1.0% 1.0% 1.0% 48.9 48.7 48.7 48.7 $210.0 $204.5 $183.7 $130.4 $113.7 $91.1 $80.2 $40.7 ($31.2) ($33.0) ($25.6) ($8.5) ($8.9) ($12.0) ($10.0) ($5.0) $73.6 $46.1 $44.6 $27.2

2016 2,555 1.0% 48.7 $130.4 $49.1 ($8.9) ($3.0) $37.2

2012 1,106 2.0% 0.7% 1,059 1.1% 4.6% 55.6 65.4 $262.6 $123.5 $0.0 ($53.1) $70.4

2013 2014 2015 2016 2017 2018 2019 2020 1,100 1,100 1,100 1,100 1,100 1,100 1,100 1,100 2.0% 1.7% 1.7% 1.7% 1.7% 1.7% 1.7% 1.7% 0.7% 0.7% 0.7% 0.7% 0.7% 0.7% 0.7% 0.7% 1,100 1,100 1,100 1,100 1,100 1,100 1,100 1,100 1.3% 1.3% 1.3% 1.3% 1.3% 1.3% 1.3% 1.3% 4.5% 4.5% 4.5% 4.5% 4.5% 4.5% 4.5% 4.5% 58.6 52.3 52.3 52.3 52.3 52.3 52.3 52.3 66.1 66.1 66.1 66.1 66.1 66.1 66.1 66.1 $305.4 $263.4 $194.3 $194.3 $194.3 $194.3 $194.3 $194.3 $171.0 $132.3 $64.2 $61.2 $61.4 $61.6 $60.4 $59.8 $0.0 $0.0 $0.0 $0.0 ($3.0) ($13.6) ($13.2) ($13.1) ($50.8) ($41.1) ($31.3) ($18.3) ($15.9) ($15.5) ($15.5) ($15.5) $120.2 $91.2 $32.8 $42.9 $42.5 $32.5 $31.7 $31.3

1. Revenue is adjusted for treatment and refining costs associated with processing concentrate produced at Condestable and Aguas Tenidas. 2. EBITDA defined as Revenues Cost of product sold General, administration and selling - Other adjustments.

13

Discount Rate Discount rates used in the DCF analysis were selected based on Cormarks experience and professional judgment and with reference to discount rates typically used by equity research analysts for producing base metals operations and with reference to an empirical calculation of the weighted average cost of capital (WACC). In our experience, a producing base metals operation, in a stable jurisdiction is typically discounted at a rate of 8%. In the case of Iberian, we have included an additional risk premia of 2% to reflect incremental political and sovereign risk associated with its operations in Peru and Spain. Therefore, for the purposes of our DCF analysis we employed a 10% discount rate. To confirm the validity of the discount rate selected, Cormark estimated a WACC for Iberian. The WACC was calculated based upon Iberians estimated cost of equity and after tax cost of debt and weighted based upon an assumed optimal capital structure. The assumed optimal capital structure was determined based upon a review of the Iberians current capital structure and the capital structure of comparable copper producers. The cost of debt for Iberian was calculated based on Iberians current senior credit facilities which are believed to represent a proxy for Iberians current cost of borrowing. Cormark used the capital asset pricing model (CAPM) approach to determine the appropriate cost of equity. The CAPM approach calculates the cost of equity with reference to the risk free rate of return, the volatility of equity prices relative to a benchmark (beta) and the equity risk premium. Cormark reviewed a range of unlevered betas for a select group of comparable companies in order to select the appropriate beta for Iberian. The selected unlevered beta was levered using the assumed optimal capital structure for Iberian and was then used to calculate the cost of equity. Table 2 in Appendix A lays out the assumptions used by Cormark in estimating the WACC of Iberian. Cormark calculated a range of WACC of 9.8% to 11.0% and determined that the selected discount rate of 10% was appropriate in the circumstances. DCF Summary DCF values for Condestable and Aguas Tenidas were calculated using Analyst Pricing and Futures Pricing scenarios and a 10% discount rate as discussed above. The results of the DCF analysis are as follows:
(in US$ millions) Mining Assets Condestable (98.73%)............................................................................. Aguas Tenidas (100%)............................................................................ Total Mining Assets.............................................................................. Analyst Pricing $396.0 $190.3 $586.4 Futures Pricing $347.9 $170.2 $518.0

Financial Assets and Liabilities Cormark calculated the present value of Iberians ongoing general and administrative expenses using the DCF method. Cormark utilized Iberianss estimated annual cash general and administrative expenses not directly attributable to the Condestable Mine or the Aguas Tenidas Mine based on discussions with management and calculated the DCF value over a time horizon equal to the anticipated mine life of Aguas Tenidas, the longest life asset, using a 10% discount rate. The remainder of the financial assets and liabilities (excluding the Debentures as defined below) are presented as disclosed by the Company as at September 30, 2011. Iberian issued convertible debentures (the Debentures) in the principal amount of $25 million in April 2010. The Debentures have a maturity date of December 31, 2011. The Debentures were issued with 44,642,856 attached warrants at a strike price of $0.56 per Iberian Share. Upon exercise of the warrants, the principal amount of the Debentures is reduced by the total implied value of warrants exercised. For the purposes of our analysis, we have assumed that the warrants will be exercised in full prior to the completion of the Offer and the Debentures will be fully repaid.

14

(in US$ millions) Financial Assets Cash on Hand................................................................................................................... (1) Short-Term Restricted Cash.............................................................................................. (2) Cash From In-The-Money Options................................................................................... Net Non-Cash Working Capital........................................................................................ Total Financial Assets.................................................................................................... Financial Liabilities MATSA Facilities............................................................................................................. CMC Facilities................................................................................................................. Total Financial Liabilities.............................................................................................. Corporate G&A DCF of General and Administrative Costs...................................................................

$25.1 $9.0 $3.7 $6.3 $44.1 $69.5 $68.4 $137.9 $24.8

1. Short-term restricted cash is held in a debt service reserve account against the CMC Facilities and MATSA Facilities. 2. In-the-money securities are calculated based on the $1.10 offer price.

Results of NAV Approach The following table summarizes the foregoing NAV analysis:
(in US$ millions, except per share amounts) Mining Assets......................................................................................... Total Financial Assets............................................................................. Loans and Borrowings............................................................................ Corporate G&A....................................................................................... Total Net Assets..................................................................................... Basic Shares Outstanding....................................................................... Dilution From In-The-Money Options.................................................... Dilution From Conversion of New Debentures....................................... Diluted In-The-Money Shares Outstanding........................................ NAV per Iberian Share (C$)................................................................ 1. NAV converted to C$ at a rate of 0.9770 US$/C$.
(1)

Analyst Pricing $586.4 $44.1 ($137.9) ($24.8) $467.8 452.5 10.6 44.6 507.7 $0.95

Futures Pricing $518.0 $44.1 ($137.9) ($24.8) $399.5 452.5 10.6 44.6 507.7 $0.81

Under the Analyst Pricing scenario, we calculate a net asset value of $0.95 per Iberian Share. Under the Futures Pricing scenario, we calculate a net asset value of $0.81 per Iberian Share. NAV Sensitivity Analysis Cormark considered the sensitivity of the NAV analysis to certain key inputs. Changes in the long-term price forecast for copper and discount rates were found to have the largest impact on NAV. A US$0.25 per pound change in the long-term copper price assumption resulted in a change in value of approximately $0.10 per Iberian Share. A 2% increase in the discount rate assumption resulted in a decrease in value of $0.05 to $0.08 per Iberian Share. A 2% decrease in the in the discount rate resulted in an increase in value of $0.06 to $0.09 per Iberian Share.

15

(in C$ per share, unless otherwise noted) Copper Price (US$/lb)................................. 8.0%................ Discount Rate: 10.0%.............. 12.0%.............. $2.35 $0.90 $0.84 $0.79 Analyst Pricing Scenario $2.60 $1.03 $0.95 $0.89 Futures Pricing Scenario $2.60 $0.89 $0.81 $0.75 $2.85 $1.15 $1.06 $0.98

Copper Price (US$/lb)................................. 8.0%................ Discount Rate: 10.0%.............. 12.0%..............

$2.35 $0.76 $0.70 $0.65

$2.85 $1.01 $0.92 $0.85

Comparable Trading Approach Cormark reviewed the universe of publicly traded primarily copper producers and selected 12 companies to analyze to include in the Comparable Trading approach for purposes of establishing ranges of valuation multiples to apply to Iberian. In our review of comparable companies, Cormark notes that there is a significant range in production scale, reserve and resource size and market capitalization of the companies identified. Cormark performed an analysis to determine if valuation multiples are influenced by the scale factors identified. Cormark determined that no definitive relationship exists that would suggest that valuation multiples are higher for larger scale producers and as such considered the group of 12 companies as a whole when selecting ranges of multiples to apply to Iberians metrics. Cormark calculated trading multiples based on analyst consensus estimates for the following metrics: EV/2012E EBITDA, Price/2012E Cash Flow, and Price/NAV. When selecting ranges of multiples to apply to Iberians metrics, Cormark observed the mean valuation for each metric and chose a range about the mean based on the observed variability of the multiples of the comparable companies. The estimates of Iberians metrics were calculated using the Analyst Pricing scenario to be as comparable as possible to the metrics calculated on the comparable companies which were also derived from analyst consensus estimates.

(US$ millions, unless otherwise noted) Company Ivanhoe Mines Ltd. First Quantum Minerals Ltd. Inmet Mining Corporation Lundin Mining Corporation Quadra FNX Mining Ltd. Capstone Mining Corp. Anvil Mining Limited Mercator Minerals Limited Taseko Mines Ltd. Copper Mountain Mining Corporation Mawson West Ltd. Amerigo Resources Ltd. Group Average

Share Price
15-Nov-11

Market Cap $17,632 $8,865 $3,959 $2,180 $2,075 $1,166 $935 $842 $644 $459 $135 $108

Enterprise EV / 2012E Price / 2012E Value EBITDA CFPS $14,911 $8,650 $2,710 $1,952 $1,367 $636 $929 $931 $492 $780 $35 $66 nmf 3.8x 3.5x 4.7x 2.3x 2.7x 2.7x 5.5x 3.5x 2.5x 0.2x 0.8x 2.9x nmf 6.2x 6.7x 5.6x 4.6x 6.7x 3.5x 7.5x 6.1x 2.1x 0.9x 2.6x 4.8x

Price / NAV 0.91x 0.72x 0.63x 0.54x 0.50x 0.54x 0.75x 0.67x 0.55x 0.51x 0.29x 0.30x 0.58x

C$22.53 C$19.05 C$58.45 C$3.83 C$10.90 C$3.00 C$5.77 C$2.96 C$3.27 C$4.55 C$0.95 C$0.64

The mean EV/2012E EBITDA for the comparable companies was calculated as 2.9x. A range of 2.5x to 3.5x was applied to Iberians estimated 2012E EBITDA. The mean Price/2012E Cash Flow for the comparable companies was calculated as 4.8x. A range of 4.0x to 6.0x was applied to Iberians estimated 2012E Cash Flow per share. The mean Price/NAV for the comparable companies was calculated as 0.58x. A range of 0.55x to 0.75 was applied to Iberians estimated NAV. To reflect the premium paid in a transaction for a change of control, Cormark adjusted the ranges upward by 40% 16

based on a broad sample of historical transaction premia in the metals and mining space (see Appendix A Table 1). Results of the Comparable Trading Approach
(in C$ per share, unless otherwise noted) Comparable Trading Analysis Price / NAV......................................................... EV / 2012E EBITDA........................................... Price / 2012E Cash Flow Per Share..................... Equity Value per Share Low High $0.52 $0.71 $1.04 $1.52 $1.55 $2.40 Control Premium 40% 40% 40% Equity Value per Share with Control Premium Low High $0.73 $1.00 $1.45 $2.13 $2.17 $3.36

Comparable Transactions Approach Cormark selected and reviewed 8 transactions involving companies and assets that were primarily producers of copper that have been completed since 2006 and for which there was sufficient public information to derive valuation multiples. Consistent with the Comparable Trading approach, Cormark calculated valuation multiples on forward looking estimates of EBITDA and Cash Flow and on NAV metrics. When selecting ranges of multiples to apply to Iberians metrics, Cormark observed the mean valuation for each metric and chose a range about the mean based on the observed variability of the multiples of the comparable transactions. The estimates of Iberians metrics were calculated using analyst consensus commodity price forecasts to be as comparable as possible to the metrics calculated on the comparable transactions which were also derived from analyst consensus estimates.
Bid Premium 30 Day T-1 VWAP 44% 8% 17% 32% 2% 36% 34% n/a 25% 29% 21% 23% 46% 13% 41% 33% n/a 29% Price / CY + 1 CFPS 4.8x 7.8x nmf 5.1x 7.4x 8.8x 6.5x n/a 6.7x EV / CY + 1 EBITDA 3.9x 6.6x 12.2x 3.2x 4.0x 7.1x 4.3x n/a 5.9x

Announced Date Target 29-Sep-11 25-Apr-11 24-Oct-10 7-Oct-10 23-Mar-10 3-Jul-07 20-Nov-06 16-May-06 Anvil Mining Equinox Minerals Citadel Resource Group Globestar Mining Corp. FNX Mining Aur Resources Phelps Dodge Tintaya Copper Project

Acquiror Minmetals Resources Barrick Gold Equinox Minerals Perilya Ltd. Quadra Mining Teck Cominco Freeport-McmoRan Xstrata

Enterprise Value
(US$MM)

Price / NAV 1.0x 1.2x 1.2x 1.1x 1.0x 1.6x 1.4x 1.1x 1.2x

$1,310 $7,526 $1,064 $177 $1,171 $3,487 $22,993 $783

Group Average

The mean EV/CY+1 EBITDA for the comparable transactions was calculated as 5.9x. A range of 4.0x to 6.0x was applied to Iberians estimated 2012E EBITDA. The mean Price/CY+1 Cash Flow for the comparable transactions was calculated as 6.7x. A range of 6.0x to 8.0x was applied to Iberians estimated 2012E Cash Flow per share. The mean Price/NAV for the comparable companies was calculated as 1.2x. A range of 1.1x to 1.3x was applied to Iberians estimated NAV. Results of the Comparable Transactions Approach
(in C$ per share, unless otherwise noted) Comparable Transaction Analysis Price / NAV........................................................................................................ EV / 2012E EBITDA.......................................................................................... Price / 2012E Cash Flow Per Share.................................................................... Equity Value per Share Low High $1.05 $1.68 $2.37 $1.24 $2.59 $3.16

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NAV Multiples Approach Under the NAV Multiples approach, Cormark applied valuation ranges derived from comparable trading multiples (with control premium applied) and comparable transactions to a sensitized range of NAV. The sensitized range of NAV was based on the Analyst Pricing and Futures Pricing scenarios with varied long-term copper price assumptions of US$2.35/lb, US$2.60/lb and US$2.85/lb. The valuation ranges selected under the NAV Multiples approach are equivalent to the ranges selected under the Comparable Trading and Comparable Transaction approaches. Results of the NAV Multiples Approach
(in C$ per share, unless otherwise noted) NAV Mutliple Analysis Net Asset Value - Consensus Pricing Consensus Base (LT Cu @ US$2.60/lb).......................................... Consensus High (LT Cu @ US$2.85/lb).......................................... Consensus Low (LT Cu @ US$2.35/lb).......................................... Net Asset Value - Futures Pricing Futures Base (LT Cu @ US$2.60/lb)............................................... Futures High (LT Cu @ US$2.85/lb)............................................... Futures Low (LT Cu @ US$2.35/lb)................................................ Fair Market Value of Iberian....................................................... Low 1.10x NAV $1.05 $1.14 $0.93 High 1.30x NAV $1.24 $1.35 $1.10

Metric $0.95 $1.06 $0.84

$0.81 $0.92 $0.70

$0.89 $0.99 $0.77 $1.05

$1.06 $1.17 $0.91 $1.25

VALUATION CONCLUSION In arriving at an opinion of the fair market value of the Iberian Shares, for reasons previously discussed, Cormark principally considered the results of the NAV Multiples approach, with a specific focus on values derived by applying multiples derived from precedent transactions to NAV calculated using analyst consensus commodity price forecasts. Based upon and subject to the foregoing and such other factors as we considered relevant, Cormark is of the opinion that, as of November 16, 2011, the fair market value of the Iberian Shares is in the range of $1.05 to $1.25 per share.

Yours very truly,

CORMARK SECURITIES INC.

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APPENDIX A Table 1 Historical Transaction Premiums

Premium to Closing Price Prior to Announcement(1)(2)(3) Low High Average Median Base Metals (40 transactions) Metals & Mining (130 transactions) Overall (170 transactions) 7% 6% 6% 142% 214% 214% 36% 40% 39% 28% 31% 30%

1. North American M&A transactions from 01/01/2001 to 10/23/2011, over US$50 MM 2. Premiums based on previous day's closing price 3. Transactions where the premium was below 5% or above 250% were excluded from the analysis

Table 2 Weighted Average Cost of Capital

Beta Low Target Capital Structure % Debt................................................................................................... % Equity................................................................................................ Corporate Tax Rate................................................................................ (1) Unlevered Beta....................................................................................... (2) Levered Beta Cost of Equity (3) Risk Free Rate..................................................................................... (4) Equity Risk Premium.......................................................................... (4) Small Cap Risk Premium.................................................................... Cost of Equity ......................................................................................... Cost of Debt (5) Pre-Tax Interest Rate on Iberian Senior Debt Facility........................ WACC Range.......................................................................................... 1. Based on 1-year comparable company betas. 2. Re-levered at Iberian's' target capital structure (30% debt). 3. Average yield of Government of Canada +10 year bonds. 4. Source:US Market Risk Premium used in 2011 by Professors, Analysts and Companies. April 8, 2011. 5. Cormark estimate. 30.0% 70.0% 30.0% 1.20 1.56 1.35 1.76 High

2.6% 5.5% 1.7% 12.9% 2.5% 14.7%

3.5% 9.8%

3.5% 11.0%

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