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Minemakers Limited: December 2012 Quarterly Activities Report

Page 5 of 6

JDCPHOSPHATE INC. - FLORIDA DEMONSTRATION PLANT

Minemakers owns 3.2% of JDCP which in turn owns the patented process to produce SPA by the IHP.

JDCP successfully concluded the first tranche of funding for its demonstration plant in late 2011 and in August 2012 announced that a second tranche had been concluded. Notable amongst the investors in the second tranche were Mitsui & Co (USA) Inc. and Vulcan Phosphates LLC (a special purpose entity formed by the owners of Agrifos Fertilisers LLC). The participation of these two companies provides strong encouragement as to the prospects of commercialising this technology.

In the March 2012 Quarter, JDCP commenced construction of a demonstration plant at its site in Fort Meade, Florida. Commissioning is anticipated in the first half of 2013. The plant will have a capacity of 12,000tpa of high quality and high concentration SPA.

It is expected that each commercial IHP production train will produce 200,000t of contained P2O5. Were Wonarah to be developed using the IHP it would enable the option of a staged approach to be taken, which would minimise the initial capital outlay to enter production and spread total capital expenditure over several years.

To view "Figure 4: JDCP Demonstration Plant under construction, ported kiln now in place, January 2013", please visit the following link: http://media3.marketwire.com/docs/Figure4JDCPPlant.jpg.

Construction of the JDCP IHP demonstration plant is nearing completion at Fort Meade in Florida. As of 25 January 2013, it was approximately 90% complete with on-site assembly of the kiln in progress together with electrical and instrumentation cabling and piping being run. Operational personnel are being recruited and include a number who have undergone specialised training at a local college. They will take up their roles progressively over the next few weeks in order to familiarise themselves with the plant prior to start-up.

Members of Minemakers management team visited the Fort Meade site in January 2013 to coordinate JDCP's technical support for Minemakers BFS to ensure complete integration of the IHP into the overall study. The JDCP study team will comprise members of the engineering team who have just designed and built the demonstration plant. Our project will benefit enormously from the insights that they gained during that process.

SALE OF NAMIBIAN ASSETS

In December 2012 Minemakers announced it had completed the sale of its 42.5% interest in the Sandpiper Phosphate Project and 70% interest in the Rocky Point Project in Namibia to Mawarid Mining LLC for approximately A$25 million. Cash payment was received on 12 December 2012.

The sale was conditional upon Minemakers shareholder approval and upon Namibia Competition Commission approval, both of which were obtained during the Quarter.

Minemakers will not have cash tax payable on the proceeds from the sale due to existing group tax losses.

As a condition of the sale Minemakers has agreed to not engage in any activities that compete directly with the Sandpiper Project in Namibia for a period of five years except as it relates to JDCP or its dry kiln technology.

Completion of the sale of the Company's Namibian phosphate assets signifies the end of various unsuccessful attempts to consolidate the ownership of the Sandpiper Project. Realising an attractive and certain cash value for those assets in the current economic climate provides Minemakers with significant flexibility in pursuing the development of Wonarah, including partner selection, as well as the opportunity to pursue other growth initiatives.

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