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1 Quarterly Activities Report for the Quarter Ending 31 March 2013 Nambi South Prospect Redcliffe Gold Project The Company completed the first phase of RC drilling at Nambi South Prospect with nine of the ten holes returning anomalous gold intervals from composite sampling, including: 3.55g/t inc. 4.56g/t 1.59g/t inc. 2.79g/t 1.08g/t 1.23g/t Mineralisation open at depth. Further sampling of single metre splits has been undertaken. Results are awaited. Manus Island Gold/Copper Project PNG Newcrest has advised the results from the last two holes of diamond core drilling at Arie copper gold prospect have been received and included anomalous mineralisation; AD g/t Au, 0.26% Cu from 116m AD g/t Au, 0.48% Cu from 309m Corporate Trident Capital has been appointed as corporate advisor to the Company. Rights Issue raised approximately $0.65million to fund ongoing exploration and development works. Joe Holloway was appointed to the board as NonExecutive Director as of 15 April New Project The Company entered into an option over the Tunduru Copper Project in southern Tanzania in a move to portfolio diversification. Artisanal mining in the area has been exploiting recently discovered high grade copper mineralisation in a region subjected to little previous exploration. Due diligence is continuing with assays of samples from the area awaited. Redcliffe Resources ASX Code: RCF Western Australia Office: Suite 20, Riseley Corporate Centre 135 Riseley Street, Booragoon Western Australia, 6154 P: (08) Victorian Office: 523 Ligar Street, Ballarat Victoria, 3355 P: (03) F: (03)

2 REDCLIFFE GOLD PROJECT Project Description The Company s 100% owned Redcliffe Gold Project ( RGP ) is located 4070km northeast of Leonora and around 230km north of Kalgoorlie in Western Australia. The Project tenements cover a substantial strike length of the Mertondale Shear Zone where currently estimated gold resources of 278,000 ounces have been discovered in a number of deposits. All of which are contained within granted mining leases. The focus of activity at RGP has shifted from development of larger targets to higher grade near surface mineralisation with the potential for short lead time, low cost development to generate cash flow. Prospects being advanced include 727, Nambi South and Kelly High Grade. Activity in the quarter focused on work on the Kelly and Nambi South Prospects. A summary of this activity is outlined below. Kelly Deposit The gold mineralisation at Kelly has been interpreted to be comprised of a large number of stacked parallel lodes, moderately dipping to the east. The mineralised zone is approximately 150 metres wide in planview and strikes approximately north. These primary lodes do not appear to be controlled or constrained by the lithological units, nor the weathering profile and are therefore assumed to be structurally emplaced via brittle deformation events. Development Approach Considering the issues facing the Company in seeking to advance the Golden Terrace South deposit, the directors are reviewing available options in pursuing mine development. With the advancement of the Kelly prospect and the nature of mineralisation associated with this prospect options being considered include toll treatment of a higher grade zone within the deposit and processing options that include heap leach processing of the larger mineralised system. A series of selected sample intervals have been retrieved from the coarse reject RC drill samples stored in the Leonora sample farm and submitted to on site laboratories for analytical and metallurgical testwork aimed at assessing amenability to gold extraction by heap leaching. Column leach tests are to be undertaken to determine leach parameters including gold recoveries versus time. The Company is considering proposals from consultants to assist in this process. If the outcome of the scoping work is positive it will lay the foundation for the development of an independent gold production facility potentially capable of processing the multi million tonne gold mineralisation at Kelly. The substantial Kelly mineralised shear system remains open in all directions with depth extensions and potential high grade feeder zones yet to be tested. Planning for deeper drilling to include RC and diamond drill core holes to target potential highgrade feeders for gold mineralisation and increase confidence in resource modeling. 2

3 Nambi South Pit and EM Conductor The Nambi and Nambi South Prospects are located in the northern sector of the RGP tenure, approximately 60km northeast of Leonora, WA. They lie within a granted mining lease where several small open pits were mined in the early 1990s to produce approximately 90,000 ounces. Nambi South was the focus of a drilling programme in the quarter as the Company sought near surface higher grade mineralisation suitable for development in the near term. The Nambi South Pit is a shallow (26m) exploratory test pit, that is believed to have been excavated in the final stages of the mining operation at the close by Nambi Pit to investigate an historic RC drillhole intercept of 4.86g/t gold (RERC127). rock chip sampling within the pit yielded supportive results with 22 samples averaging 5.03g/t, cut channel sampling was then carried out. Located data from this work, with approximated true width intervals, is shown in accompanying figures and includes: 4.74g/t 5.32g/t 4.96g/t Gold from the main Nambi Pit, was mined from a mylonite shear zone which is a fresh silicified sulphide lode zone where the pit terminated. The Nambi South Prospect pit is located approximately 400 metres along strike from the Nambi Pit. It also lies on the projected path of a substantial EM conductor identified by the Company s electromagnetic survey. The Nambi South Prospect RC drilling programme targeted this zone of gold mineralisation with the objective of outlining extensions potentially exploitable by extending the existing shallow pit. Zones of gold mineralisation and anomalism were identified by Redcliffe s RC drilling from composite sampling and geological observation. The first phase of RC drilling at Nambi South Prospect consisted of 10 holes for a total of 847 metres for which composite sample assays have been received. Nine of the ten holes returned anomalous gold intervals and included the better results of 3.55g/t including 4.56g/t, 1.59g/t, including 2.79g/t, 1.08g/t, and 1.23g/t. High grade mineralisation is open at depth. A full listing of results is shown on an accompanying table. Mineralisation in the pit is associated with sheared and mylonitic rocks with limonitic stained oxidation. The zone narrows to the north into more discrete shear zones in less altered intermediate to mafic schists. Cardonaceous sediments are recognisable in the wall rocks along with green epidote clays. Drilling intersected highly foliated mafic and intermediate schists and included zones of strong silicification with accompanying sulphide mineralisation, often hosted by siliceous black shales. Following receipt of assay data from the single metre splits, Redcliffe will review results and the exploration potential in order to accelerate estimation of a quantifiable resource at Nambi South. 3

4 Intercept labels 0.17g/t Redcliffe RC Composite Assays (5m down hole width) Historic RC (position approx. down hole width) Redcliffe Pit Channel Samples (approx. true width) 0.14g/t 0.91g/t Approx. pit outline 1.21g/t 3.55g/t inc. 4.56g/t 4.86g/t 0.46g/t inc. 1.23g/t 4.74g/t 4.96g/t 0.28g/t 0.52g/t inc. 1.22g/t 1.59g/t inc. 2.79g/t 5.32g/t 0.17g/t 1.79g/t 6.0g/t 0.40g/t REDCLIFFE GOLD PROJECT Nambi South Prospect Pit Collar Plan Gold (g/t) 0.1 to to 1 1 to 5 > 5 Mineralisation m April 2013 GDA94 Zone 51 4

5 Nambi South Pit RC Drilling 5m composite Assay Results Hole ID North East RL Dip Azimuth Depth From To Interval g/t Au NBRC NBRC inc 1.23 NBRC inc 1.23 NBRC inc 2.79 NBRC inc 1.08 NBRC NBRC NBRC inc 4.56 NBRC NBRC Grid GDA94 Zone 51 Coordinates & RLs approx. * Downhole surveys complete, collar surveys awaited. Samples speared & composited nominal 5m. * Downhole widths quoted. * Assays Kalassay Leonora 40g Fire Assay Assays above 0.1g/t Au quoted. Bold = +1g/t Au intercepts Approx. surface NBRC mRL 26m Redcliffe channels in pit (true width) 17.1g/t 4.47g/t 1.21g/t Approx. pit outline 500mRL Gold (g/t) 0.1 to to 1 Mineralisation m 480mRL 4.56g/t (1.0g/t cut) Section looking North +/ 10m April 2013 GDA94 Zone g/t (0.5g/t cut) 460mRL mE mE mE mE mE Nambi South Prospect Section mN 5

6 RERC127 Historic RC drillhole. Position approximate. No downhole survey data. Approx. surface 520mRL Redcliffe channels in pit (true width) Approx. pit outline 26m 4.47g/t 500mRL Gold (g/t) 0.1 to to 1 Mineralisation m 480mRL 5.39g/t (0.5g/t cut) 4.86g/t (1g/t cut incl. max 2m consecutive <0.1) 4.10g/t (0.5g/t cut) Section looking North +/ 10m April 2013 GDA94 Zone g/t halo 460mRL mE mE mE mE mE Nambi South Prospect Section mN NBRC104 NBRC103 Approx. surface 520mRL NBRC102 Oblique hole projected onto section Approx. pit outline Redcliffe channels in pit (true width) 26m 5.32g/t 4.96g/t 500mRL Gold (g/t) 0.1 to to 1 Mineralisation 1 to 5 > g/t incl. 1.22g/t m 480mRL 0.46g/t incl. 1.23g/t Section looking North +/ 10m April 2013 GDA94 Zone g/t incl. 2.79g/t +0.1g/t halo 460mRL mE mE mE mE mE Nambi South Prospect Section mN 6

7 Aliso, Canjada, and Horton confirmatory soil sampling is to be conducted at these and other anomalies in the region to better define targets prior to drill testing. Golden Terrace South While likely to follow lower cost short term target development the strategy of developing the Golden Terrace South resource continues to be pursued with contact made with mill operators within reasonable trucking distance (~140km). With the preferred processing pathway to development of this resource being by toll treatment, the Company is encouraged by indications of increased potential mill availability in the region in the near future. OTHER Manus Island Copper Gold Project (PNG Newcrest 64.8% Pacrim 10%) Newcrest PNG Exploration (Newcrest), a subsidiary of Newcrest Mining, is manager of the Manus Island Project Joint Venture. Newcrest can earn a participating interest by funding A$6 million of project expenditure. Pacrim has a 10% free carried interest to decision to mine. Results of drilling at the Arie gold copper porphyry target, has returned anomalous mineralisation, including: AD0002 AD g/t Au, 0.26% Cu from 116m 0.12g/t Au, 0.48% Cu from 309m These results suggest that the lower level of a porphyry system has been intersected with limited prospectivity. Exploration continues at Mt Dremsel where potential for both highsulphidation and porphyry mineralisation has been identified. Reporting Criteria: All intercepts refer to downhole widths. Intercepts reported are intervals greater than 10m of >0.1g/t Au with up to 21m of internal waste. Au grade reported to two significant figures. Core is photographed and logged by the geology team before being cut in half. Half core samples are sent for assay and the other half is retained in the core farm for future reference. Each assay batch is submitted with duplicates and standards to monitor lab quality. Samples analysed for gold using the fire assay (FA50) technique, Cu and other elements via ICP OES & ICP MS 4 Acid Digest). Hole ID Hole Type Northing UTM Easting UTM Collar RL Total Depth Azimuth (local) Dip From To Interval Au g/t Cu % AD0002 DDH 9,773, , AD0003 DDH 9,773, , Incl

8 Tunduru Copper Project The Tunduru Copper Project in Tanzania was selected as the first step in developing a diversified exploration portfolio. During the quarter an option agreement was entered into with the project vendors. The presence of high grade copper in the region has been determined from visual assessment of mineralised material and through discussions with artisanal miners. The mineralisation appears to be shear zone related and whilst during the past 18 months there has also been an increase in artisanal activity, previous exploration in the region has been minimal. As part of the due diligence process, the Company commissioned a site visit to verify information, gain a better appreciation of artisanal activity, and open discussions with a number of key interest groups in the area. Observation showed that artisanal activity is further advanced with one PML holder utilizing IP and shallow diamond drilling to target continuations of high grade copper zones. The Company considers that the licence may be prospective for gold in addition to copper. Assay results for rock chip samples taken during the due diligence visit are awaited. The due diligence on the project has been extended to May 2013 as the Company works with the vendor to address a licence boundary matter prior to making a final decision to proceed. Fosterville Regional Joint Venture (Lockington East EL4552 Victoria, Pacrim 23%) No work has been reported by the Operator, Timpetra, in respect to exploration of the joint venture area. Corporate Board of Directors Joe Holloway, being a resident of PNG, was appointed as a NonExecutive Director Capital Funding Programme During the March Quarter the Company raised approximately $640,000 through a two for three nonrenounceable rights issue to meet the near term objectives including costs associated with drilling programmes. Mark Maine Executive Director The information in this report, as it relates to Exploration Results and Resource Estimates, is based on information compiled and/or reviewed by Rodney Foster who is a Member of The Australasian Institute of Mining and Metallurgy. Rodney Foster is the Executive Chairman of the Company. He has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Rodney Foster consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. 8

9 Appendix 5B Mining exploration entity quarterly report Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10 Name of entity REDCLIFFE RESOURCES LIMITED ABN Quarter ended ( current quarter ) March 2013 Consolidated statement of cash flows Cash flows related to operating activities 1.1 Receipts from product sales and related debtors Current quarter Year to date (3 months) 1.2 Payments for (a) exploration & evaluation (b) development (c) production (d) administration (200) (191) (200) (191) 1.3 Dividends received 1.4 Interest and other items of a similar nature 1 1 received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other (provide details if material) Net Operating Cash Flows Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects (b) equity investments (390) (390) (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other (provide details if material) Net investing cash flows 1.13 Total operating and investing cash flows (carried forward) (390) (390) 9

10 1.13 Total operating and investing cash flows (brought forward) (390) (390) Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other Share Issue Costs (25) (25) Net financing cash flows Net increase (decrease) in cash held Cash at beginning of quarter/year to date Exchange rate adjustments to item Cash at end of quarter Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities Current quarter 1.23 Aggregate amount of payments to the parties included in item Aggregate amount of loans to the parties included in item 1.10 $A' Explanation necessary for an understanding of the transactions Consulting Fees $67 Rent $ 3 $70 Noncash financing and investing activities 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest None this quarter Financing facilities available Add notes as necessary for an understanding of the position. 10

11 Amount available Amount used 3.1 Loan facilities Credit standby arrangements 0 0 Estimated cash outflows for next quarter 4.1 Exploration and evaluation Development Production Administration 120 Total 270 Reconciliation of cash Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows. Current quarter Previous quarter 5.1 Cash on hand and at bank Deposits at call 5.3 Bank overdraft 5.4 Other (provide details) Total: cash at end of quarter (item 1.22) Changes in interests in mining tenements Interests in mining tenements relinquished, reduced or lapsed Tenement reference Nature of interest (note (2)) Interest at beginning of quarter Interest at end of quarter 6.2 Interests in mining tenements acquired or increased 11

12 Issued and quoted securities at end of current quarter Description includes rate of interest and any redemption or conversion rights together with prices and dates. 7.1 Preference + securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buybacks, redemptions Ordinary securities FP Ordinary securities CTG Total number Number quoted Issue price per security (see note 3) (cents) 98,199, ,000 98,199,832 $2.50 Amount paid up per security (see note 3) (cents) Fully Paid 2.5c 7.4 Changes during quarter (a) Increases through issues (b) Decreases through capital reconstruction 21,508,769 21,508,769 $0.03 Fully Paid Convertible debt securities (description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted 7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired during quarter 7.11 Debentures (totals only) Exercise price Expiry date 3,883,975 3,883,975 25c 30 Nov ,508,769 21,508,769 5c 31 Mar ,508,769 21,508,769 5c 31 Mar

13 7.12 Unsecured notes (totals only) Compliance statement 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 5). 2 This statement does give a true and fair view of the matters disclosed. Sign here: (Chairman / CEO) Date: 30 APRIL 2013 Print name: Notes Rodney Foster 1 The quarterly report provides a basis for informing the market how the entity s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report. 2 The Nature of interest (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities. 4 The definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report. 5 Accounting Standards ASX will accept, for example, the use of International Financial Reporting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with. 13