Newera Resources : 22/12/2014 - Project Acquisition

DIRECTORS

Mr Martin Blakeman

Executive Chairman

Mr Eric de Mori

Non-Executive Director

Mr Chris Watts

Non-Executive Director

COMPANY SECRETARY Mr Chris Watts

PRINCIPAL PLACE OF BUSINESS AND REGISTERED OFFICE

Suite 5 / 2 Centro Avenue

SUBIACO, WA 6008

CONTACT DETAILS

Website: www.nru.com.au
Email: info@nru.com.au

Ph: + 61 (8) 9382 3100

Fax: + 61 (8) 9382 3866

Postal: P.O. Box 668

SUBIACO WA 6904

ASX Release 22 December 2014

 Newera Resources Ltd (Newera) executes a binding Heads of Agreement to acquire 100% of Arena Exploration Pty Ltd (Arena), who in turn have the right to earn up to 90% of the Plomosas zinc project.

 Records show the Plomosas project to be extremely high grade, with approx. 1.7mt of ore having been being mined since 1943, with average historical grades of 15-25% Zinc (Zn) + Lead (Pb) with 40-60 g/t Silver (Ag) and clean mineralogy.

 The acquisition includes 11 exploration and exploitation permits covering 3019 ha of prospective mineralisation, with an small scale operating underground mine currently extracting ore which is then sold under existing off take agreements to a major international commodity house.

 Despite exploration and development occurring on the project by various past owners, a definitive resource base has never been quantified to JORC or NI4301 standards.

 Plomosas is located in the northern Mexican state of Chihuahua, which neighbours Texas, USA, and is accessed by an hour's flight from Dallas.

 Significant exploration potential exists within a 6km strike zone and Newera staff and contractors are currently on site to commence Phase 1 of the exploration and definition program.

 DJ Carmichael is leading a $500,000 placement at

Newera (ASX.NRU and NRUO) is pleased to announce that it has executed a binding
Heads of Agreement to acquire Arena Resources Pty Ltd ("Arena") an unlisted Australian private company that holds the rights to acquire up to a 90% interest in the Plomosas high- grade zinc project located in northern Mexico.

Plomosas - Project

The project covers 11 Exploration and Exploitation Concessions totalling 3,019 ha in area with an extensive history of exploration and development in base metal operations.
The shallow dipping (10°-40°) Plomosas mineralisation itself has been mined in several stages since 1943 down to 270 metres below surface via room and pillar stopes using traditional air leg drill and blast techniques. The mineralisation continues at depth and there is over 6 km strike of prospective stratigraphic horizon within the tenement package providing for excellent exploration potential and drill targeting.

Figure 1:

Project concessions are on the NE flank of the Sierra Monillas range and 5km from a sealed highway.

Plomosas - Geology

The Plomosas mineralisation appears to comprise predominantly Mississippi Valley Type
(MVT) base metal deposit and possible later intrusive-related hydrothermal replacement of limestone rich sedimentary unit.

Mineralisation in the Plomosas district exists as strati form sheets of manto style mineralisation with cross cutting chimneys influenced by the location of crosscutting linking faults. The host rocks are predominantly limestone and shale with marbles present in areas including the hanging wall sequence. The hanging wall to the mineralisation is constrained by a zone of ductile-brittle deformation that is part of a larger 'horst' structure where a series of normal faults cross cut a sequence of folds and thrusts. This system of brittle deformation is evident along a series of normal sub vertical faults generally striking NW-SE.
At Plomosas, the average thickness of the manto style mineralisation is over 3m within a thicker sequence varying from 1-10m thick containing limestone + shale ± marble that dips uniformly at low angles (10° - 40°) to the north east. Mining has extensively focused on the limestone units and shown the ore to be highly visible with sharp contacts.

Figure 2:

GMAG data of Plomosas and Chairman Martin Blakeman on site at surface mineralisation.

Plomosas - Forward Work Programme/Use of Funds

Newera currently has staff on site, including chairman Martin Blakeman, and external consultants to undertake geological due diligence. The aim of the work will be to verify the
historical work and results that have been presented, geological models and grades and to identify further exploration targets. The extensive database needs to be verified for
accuracy and checked for completeness.
Phase 1 of the current outlined due diligence exploration work will also consist of underground mapping and sampling with regional assessments to confirm the prospectivity of the project, ascertain exploration target size and to establish existing mineral potential, including tailings.
Phase 2 to commence January 2015 and will review current mine operations and cost structures and complete high level indicative mine design options and likely production targets.

Plomosas - Terms of Heads of Agreement

The key terms of the Heads of Agreement between Newera and Arena Exploration are outlined below:
a) An upfront payment of A$150,000 to acquire 100% of Arena.
b) Newera will make available a working capital facility of up to US$250,000 secured by first ranking charge, held over the existing mining concessions, titles, rights and equipment.
c) Subject to Newera being satisfied with the results of its due diligence investigations, NRU may elect to acquire, through Arena Exploration, 51% of the Plomosas project in Tranche 1 with the following considerations:
i. Make further cash payments totalling $400,000 and the issuing of 750,000,000
NRU shares at a deemed value of $0.002 per share, (or the equivalent number of shares if the exercise of the Option results in the Company having to comply with Chapters 1 and 2 of the ASX Listing Rules).
ii. Make available an additional working capital facility up to $850,000 secured by first ranking charge, held over the existing mining concessions, titles, rights and equipment.
d) Newera will have up to 3 years to elect to acquire 90% of the project by making a further cash payment totalling $750,000 and issuing NRU shares to the value of
$2,500,000 calculated at a value weighted average market price over 30 days prior to the exercise of the right by Newera. The Mexican Vendors of the Plomosas project (Mexican Vendors) shall have a 10% free carried interest up until completion of a bankable feasibility study. The Mexican Vendors shall, upon the completion of a bankable feasibility study, have a put option to sell their remaining 10% interest at a price to be determined by internationally recognised experts. The Mexican Vendors may elect to maintain their 10% and contribute proportionally to capital calls made in relation to the project.
e) Upon Newera electing to acquire 90% of the project, it will be obligated to grant the vendors of Arena Exploration a free carried interest of 10% in the project (resulting in Newera having an overall interest of 80%) until such time as a bankable feasibility study for the project is completed. The vendors of the Arena Exploration shares will have a put option to sell their interest in the project for a purchase price, payable in Newera shares, equal to 10% of the enterprise value of Newera at the time of election. Newera will, upon achieving a market capitalisation of $50,000,000 have a call option to acquire the Arena Exploration vendors interest in the project for the same purchase price.
f) Newera's acquisition of Arena Exploration Pty Ltd and the transactions contemplated under these Heads of Agreement is subject to the satisfaction of conditions precedent including Newera obtaining any shareholder approvals under the Listing Rules and Corporations Act.

NRU Placement

Newera has executed a Lead Manager mandate with DJ Carmichael to complete a
$500,000 sophisticated investor capital raising for working capital and due diligence expenses at $0.002, with a 1 for 2 option exercisable on the same terms as the existing
NURO listed series. Because the placement will be in excess of the 15% placement
capacity, tranche 2 will be subject to shareholder approval at a meeting to be convened.
Further contact:
Martin Blakeman - Chairman Ross Cotton - Corporate Advisor
(08) 9382 3100 (08) 6380 2555
Competent Persons' Statement
The information in this report that relates to exploration results, data collection and geological interpretation is based on information compiled by Mr Andrew Richards BSc
(Hons), Dip Ed, MAusIMM, MAIG, MSEG, GAICD who is a Member of the Australasian Institute of Mining and metallurgy (AusIMM) and Institute of Geoscientists (AIG). Mr Richards has sufficient experience that is relevant to the style of mineralisation and type of
deposit under consideration and to the activity that is being undertaken to qualify as a
Competent Person as defined in the 2012 edition of the 'Australasian Code for Reporting
of Exploration Results, Minerals Resources and Ore Reserves' (JORC Code). Mr Richards consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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