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LATIN RESOURCES LIMITED ABN: 81 131 405 144 Level 1, 173 Mounts Bay Road Perth Western Australia 6000 P 08 9485 0601 F 08 9321 6666 E [email protected]

31 January 2012

Quarterly Activities and Cash Flow Report

for the quarter ended 31 December 2011 Highlights

Operations

Guadalupito:

o Initial “proof of concept” JORC compliant inferred resource estimate prepared by Snowden Mining Industry Consultants and announced 21 December 2011: 119Mt @ 5.7% total heavy mineral content.

o Heavy mineral assemblage includes iron minerals Magnetite, Goethite and Hematite; ferro-titanium minerals including Ilmenite; Zircon, Andalusite, Titanite (Sphene) and Garnet minerals.

o Possibly recoverable gold content, particularly in the fine (-53µm) fraction, also present in the samples used to estimate inferred resource.

o The mineral resource determined by Snowden is consistent with Latin’s geological concept of mineralised sands occurring within both an upper gravel/conglomerate horizon and an underlying sand unit, along the 45 km of mineralised beach sediments.

o Work to date confirms heavy mineral present from surface to an average depth of approximately 20 m.

o AUSENCO led scoping study underway with composite samples from the resource area undergoing separation testwork at CPG – Mineral Technologies laboratories in Carrara, Queensland.

Ilo Projects:

o Mariela:

Following the option and assignment agreement over the Dylan III and IV

properties adjoining Mariela, Latin now controls the entire high intensity magnetic

anomaly defined earlier in the year.

Additional ground magnetic and gravity surveys are underway in order to provide

better defined drill targets for inclusion in the initial drilling permit, which once

approved will be executed by the Junefield Group under the option and assignment

agreement signed in Q4.

Under the Junefield agreement, Latin will submit the initial drilling permit, which

is being prepared with extensive community consultation, and following approval,

Junefield will begin their direct investment in exploration and development

studies. Community consultation is progressing well and Latin expects to present

the initial drilling permit application in Q1 2012.

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LATIN RESOURCES LIMITED ABN: 81 131 405 144 Level 1, 173 Mounts Bay Road Perth Western Australia 6000 P 08 9485 0601 F 08 9321 6666 E [email protected]

o Ilo Norte:

Latin continues to evaluate positive drill results (Fe-Cu-Au) in the context of the

2012 exploration program with follow up drilling expected to be undertaken in line

with prioritisation of other regional targets during 2012.

o Ilo Regional Exploration:

Regional exploration ongoing to develop drilling targets.

Corporate

Option to Acquire Adjoining Concessions at Mariela

o As announced to the market on 30 November, The Company entered into a 39 month

Option agreement with Mr Lino Cano to acquire the Dylan III and Dylan IV concessions in

Peru for up to $6,000,000 per concession and a 3% Net Smelter Royalty.

o The concessions are immediately adjacent to the Company’s Mariela project. The company

may terminate the Option Agreement at any time before its expiration.

Junefield Placement and Earn in Agreement for up to A$52,000,000

o As announced to the market on 30 November, Junefield High Value Metals Limited

entered into an agreement with the Company to subscribe for 30,000,000 ordinary shares at

$0.28 per share and 10,000,000 free unlisted options with an exercise price of 30 cents and

expiration date of June 20, 2013, to raise $8,400,000.

o The $0.28 per share price represented a 51% premium to the last trade share price on

November 28, 2011.

o Per the Subscription Agreement, The first tranche of shares was issue on December 2nd

2011. The Company issued 10,000,000 Ordinary shares at $0.28 and 3,333,333 free

options to raise $2,800,000.

Earn In agreement for Mariela and Dylan Concessions

o The Company’s wholly owned subsidiary, Peruvian Latin Resources SAC entered into an

agreement with Junefield Group backed Total Genius Iron Mining SAC (“Iron Mining”),

the terms of which allow for Iron Mining to earn up to a 70% interest in the Company’s

Mariela and Dylan concessions by funding all activities up to completion of a Bankable

Feasibility Study or a total cost of US$35,000,000.

o In addition, Iron Mining paid the Company’s wholly owned subsidiary, Peruvian Latin

Resources SAC, US$700,000 on signing agreement.

o The Agreement is subject to regulatory and required Latin Shareholder approvals.

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Exploration

Guadalupito Iron and Mineral Sands Project

Drilling continued throughout the quarter and on 21 December, the Company announced its initial

JORC compliant inferred mineral resource confirming the concept of prospective shoreline sediments

to a depth of up to 20 m.

Snowden Mining Industry Consultants, Perth (Snowden) developed a geological model over the initial

“proof of concept” area of some 682 ha and reports the JORC compliant mineral resource included as

Table 1.

Modelling and subsequent mineral resource estimation incorporated 68 sonic drill holes (average 22 m

deep), 30 cased shaft excavations (1 m diameter, average 3 m deep) and 321 pits excavated to a depth

of 1 m from surface (Figure 1). All exploration data employed lies below a detailed topographic

digital terrain model (precision 0.1 m) obtained via detailed total station survey.

Assay data from all sampling methods has undergone QA/QC by both Latin and Snowden. The 1 m

diameter cased shaft excavation work was undertaken adjacent each 7” diameter sonic drill hole in

order to obtain a more representative sample within the upper, loosely compacted, cobble-sand

horizon. The shaft samples have been accepted by Snowden as providing a very representative sample

of this horizon and thus the drill assays were substituted by shaft assays over their depth of influence.

Table 1. Latin’s initial JORC compliant inferred resource estimate at Guadalupito.

Based on all drill, pit and shaft samples excavated below surveyed DTM.

A 1% HM cut-off has been applied to modelled HM grades.

The southern limit of the resource estimate corresponds to the southern boundary of Latin controlled Tres

Chozas claim.

The aerial extent of model is around 682 ha.

Approximately 10% of the inferred resource has been extrapolated from nearest sample data values.

1. The resource has been split above and below logged and modelled water table.

2. Wireframes were created to domain logged geological units of Gravel, Sand and Silt; only Gravel and Sand is

reported.

3. A density of 2.5 for Gravel and 1.6 for Sand domains was used.

4. Sand is the sample -1mm +52µm size fraction and reflects a screened, deslimed ROM plant feed.

5. Oversize is the sample +1mm size fraction.

6. Fines is the sample -52µm size fraction.

The Guadalupito mineralised sediment package, dominantly controlled by Latin, is up to 4 km wide,

and extends along 45 km of coastline. To date 68 sonic holes have been drilled (Figure 1), the

majority over 20 m deep, which has allowed for a much clearer understanding of the geology of this

section of the coastal plain: The extensive conglomerates identified from surface mapping and pitting

have been found to continue to a depth of approximately 5 to 8 m below surface and are underlain by a

sequence of sand, coarse in the upper horizons and fining with depth, with silt appearing from around

Classification Split1 Domain2 Tonnes3 HM HM in sand4 Sand4 Oversize5 Fines6

Mt % % % % %

Inferred Above water table Gravel 23.2 8.7 17.9 47.5 49.9 2.6

Sand 14.9 9.2 11.2 88.2 9.2 2.5

sub-total 38.1 8.9 15.3 63.5 34.0 2.6

Below water table Gravel 5.6 4.9 12.7 35.2 61.6 3.2

Sand 75.1 4.1 4.8 88.1 4.9 6.9

sub-total 80.7 4.1 5.3 84.4 8.9 6.7

Grand total 118.8 5.7 8.5 77.7 16.9 5.4

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15 m to 20 m below surface. From approximately 20 m below surface, marine clays are found

intercalated with silts and fine sands.

Latin’s initial inferred resource has been estimated within an area of some 682 ha out of a total holding

of 16,437 ha under concession or option at Guadalupito (Figure 2). Latin Resources’ Guadalupito

concessions cover a 45 km long mineralised shoreline system that extends up to 4 km inland. The

announced resource estimate covers only about 6 km of that strike length, and just over 1 km of width.

This resource, at a 1% HM cut-off, encloses mineralisation from the surface gravel horizon down

through the underlying sand unit, to an average depth of 15 m. However, the logged sand unit

continues down to around 20 m (the boundary with the offshore facies silt unit).

The heavy mineral assemblage is variable, and is the subject of ongoing investigation. It should be

noted that not all the reported heavy mineral content is necessarily valuable heavy minerals, but

ongoing work confirms significant content of magnetite, goethite, hematite, andalusite, zircon,

ilmenite and other ferro-titanium minerals, titanite (sphene) and garnet minerals.

In addition, samples used in the resource estimate also contain possibly recoverable gold content

particularly in fine faction (-53µm). The Guadalupito sediments contain gold that has been exploited

in the past by artisanal miners and its occurrence and recovery is being evaluated.

To investigate valuable heavy mineral recovery, two bulk sample composites, one derived from shaft

samples (reflecting potential dry mining material) and one comprising sonic drill hole samples from

below the water table (reflecting potential dredge mining material), were shipped to CPG Resources -

Mineral Technologies Pty Ltd, Queensland to undergo mineral separation work and HM

characterisation tests in Q1 2012.

The initial resource estimate, geological model, and results of planned mineral separation work will

now be used by Ausenco and Snowden Mining Industry Consultants to assist in completing the

scoping study already underway.

Drilling will continue in Q1 2012 to further test the heavy mineral potential of other areas of the

coastal plain with the aim of increasing the current resource estimate.

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Figure 1 – Location

of Sonic Drill Holes,

Pits and Shafts used

in Resource

Estimation.

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Figure 2 – Area Bounding

Resource Estimate – 682

ha within a total

concession holding of

16,437 ha.

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About Guadalupito

Guadalupito is one of Latin Resources’ most advanced projects and has the potential to become a

world class Iron and Heavy Mineral Sand project. The project is located in close proximity to high

quality infrastructure, being 10 kilometres from Chimbote, home to a major Port and one of the largest

steel smelters in Peru, which is owned by the Brazilian Gerdau Group, the largest long steel producer

in the Americas. Latin Resources Limited’s Peruvian subsidiary owns or controls a total of 30 mining

concessions totalling 16,437 hectares along Peru’s North Central coast.

Geological mapping at Guadalupito confirms that at least 6,000 hectares within the Company’s

concessions are highly prospective. Previously reported work conducted at Guadalupito highlights

good potential for economic content of Magnetite (3.5 - 15.1%), Andalusite (5.3 – 16.5%) and Gold (6

- 556 mg/m3). In addition there is potentially economic content of Monazite (REE) (trace – 1.7%),

Zircon (trace – 1.1%), Ilmenite (trace – 2.8%) and Wolframite (trace).

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Ilo Projects

Ilo Norte

Latin continues to evaluate positive drill results (Fe-Cu-Au) in the context of the 2012 exploration

program with follow up drilling expected to be undertaken in line with prioritisation of other regional

targets during 2012.

Mariela

The Mariela project is based around 5 contiguous mining concessions covering 3,200 hectares in the

Islay Province of Arequipa in Southern Peru. The paved Panamerican Highway crosses the

concession area which is roughly half way between the ports of Matarani and Ilo, both of which are

capable of mineral export. The project was expanded in Q4 2011 to include two additional

concessions, Dylan II and Dylan IV (together 2000 hectares, Figure 3) through an option and

assignment agreement signed with the Peruvian owner and announced by the company on 30

November 2011.

Figure 3 – Map of the high intensity magnetic anomaly at Mariela with the Dylan Concessions

highlighted in Purple.

Results of a ground magnetic survey were published earlier in the year and highlighted a large (3 km x

1 km), high intensity (3000nT) magnetic anomaly in an area where the geology is concealed beneath

distal colluvium. Modelling of the magnetic data predicted a source body located between 30 and 100

metres below surface. The modelled body is sub-horizontal, 3000 m long and 1000 m wide and

between 30 m and 200 m thick. The magnetic body was modelled using a 1 SI unit cut-off that

simulates 30% magnetite content. A gravity survey begun in Q3 2011 and suspended in Q4 2011 is

restarting in Q1 2012 with additional coverage. Coincident with the additional gravity coverage,

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additional ground magnetic data will be collected and together these data will be used to better target

drill holes to be included in the initial drilling permit currently in preparation.

With the whole magnetic anomaly under Latin’s control, the entire project consisting of 5,200 hectares

in 7 mining concessions was subsequently optioned to Total Genius Iron Mining SAC, a member of

the Junefield Group who, according to the agreement announced on 30 November 2011, will begin

direct investment in exploration and development studies in the project following approval of the

initial drilling permit. Latin is advancing well with the drill permit preparation and community

consultation and plans to submit the permit application in Q1 2012.

Ilo Regional Exploration

Latin has been granted mining concessions expanding the already significant holdings in the coastal

copper-iron belt in the departments of Tacna, Moquegua and Arequipa. The company now has rights

over more than 115,000 hectares of the coastal copper-iron belt. This strategic expansion in mineral

rights control is in line with the company’s strategic exploration focus on geologically favourable

areas close to infrastructure while also considered prospective based on interpretations of the

aeromagnetic data the company has access to through its agreement with Teck-Cominco.

The company is in the process of recompiling all available exploration data over this expanded area of

interest and has embarked upon a systematic, multi disciplinary regional exploration program

combining mineral mapping using remotely sensed data, interpretations of stereo aerial photography,

field mapping, geophysics and geochemistry.

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Corporate

Company Secretary Appointment:

As announced to the market on 15 November, 2011 Mr James Moran resigned as Company Secretary

and Mr Zane Lewis was appointed as Company Secretary effective November 11, 2011.

Annual General Meeting

As announced to the market on 29 November, there were two resolutions placed before shareholders

at the Annual General Meeting held on 29th of November 2011. These were to adopt the

Remuneration Report and re-elect Mr David Vilensky as a Director.

Both resolutions were passed on a show of hands. The proxy votes for these resolutions were:

Resolution

No For Against Abstained Open **

1. Adoption of Remuneration

Report 36,377,077 - 7,494,617 -

2 Election of David Vilensky 37,277,077 - - 6,744,617

**All the Open proxies nominated the Chairman of the meeting to vote on their behalf and he voted in

favour of both resolutions.

Option to Acquire Adjoining Concessions at Mariela

As announced to the market on 30 November, The Company entered into a 39 month Option

agreement with Mr Lino Cano to acquire the Dylan III and Dylan IV concessions in Peru for up to

$6,000,000 per concession and a 3% Net Smelter Royalty.

The concessions are immediately adjacent to the Company’s Mariela project. The company may

terminate the Option Agreement at any time before its expiration.

Junefield Placement and Earn in Agreement for up to A$52,000,000

As announced to the market on 30 November, Junefield High Value Metals Limited entered into an

agreement with the Company to subscribe for 30,000,000 ordinary shares at $0.28 per share and

10,000,000 free unlisted options with an exercise price of 30 cents and expiration date of June 20,

2013, to raise $8,400,000.

The $0.28 per share price represented a 51% premium to the last trade share price on November 28,

2011.

Per the Subscription Agreement, The first tranche of shares was issue on December 2nd 2011. The

Company issued 10,000,000 Ordinary shares at $0.28 and 3,333,333 free options to raise $2,800,000.

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Earn In agreement for Mariela and Dylan Concessions

The Company’s wholly owned subsidiary, Peruvian Latin Resources SAC entered into an agreement

with Junefield Group backed Total Genius Iron Mining SAC (“Iron Mining”), the terms of which

allow for Iron Mining to earn up to a 70% interest in the Company’s Mariela and Dylan concessions

by funding all activities up to completion of a Bankable Feasibility Study or a total cost of

US$35,000,000.

In addition, Iron Mining paid the Company’s wholly owned subsidiary, Peruvian Latin Resources

SAC US$700,000 on signing agreement.

The Agreement is subject to regulatory and required Latin Shareholder approvals.

Issued Capital

The issued capital of the Company as at 31 December 2011 is:

Unrestricted Restricted Total

Ordinary Fully Paid Shares 99,071,141 60,750,000 159,821,141

Options

(expiry date 31 March 2013; exercise price $0.30) 44,550,000 8,000,000 52,550,000

Options

(expiry date 20 June ,2013; exercise price $0.30) 3,333,333 3,333,333

The Appendix 5B for the quarter is attached.

-Ends-

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About Latin Resources Limited

Latin Resources Limited is a mineral exploration company focused on creating shareholder wealth

through the identification and definition of mineral resources in Latin America, with a specific focus

on Peru.

For further information:

Chris Gale

Managing Director

Latin Resources Limited

+61 8 9485 0601

Roderick Brown

Chairman


+61 8 9485 0601

The information in this report that relates to Geological and Geochemical Data, Exploration Results and any

Conceptual Exploration Target is based on information compiled by Mr Andrew Bristow, a full time employee of

Latin Resources Limited’s Peruvian subsidiary. Mr Bristow is a member of the Australian Institute of

Geoscientists and has sufficient experience which is relevant to the style of mineralization and the type of deposit

under consideration to qualify as a Competent Person as defined in the December 2004 edition of the

Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC

Code). Mr Bristow consents to the inclusion in this report of the matters based on his information in the form

and context in which they appear.

The JORC mineral resource was estimated by Snowden Mining Industry Consultants, Perth under the guidance

of Mr Terry Parker, FAusIMM (CP). Mr Parker visited the site of the Guadalupito Project during the latest

drilling campaign and the CIMM laboratory in Lima to witness firsthand the exploration and assaying

procedures.

The information in this report that relates to Mineral Resources is based on information compiled by Mr Terry

Parker, a full time employee of Snowden Mining Industry Consultants. Mr Parker is a Fellow of the Australian

Institute of Mining and Metallurgy and has sufficient experience which is relevant to the style of mineralization

and the type of deposit under consideration to qualify as a Competent Person as defined in the December 2004

edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves

(JORC Code). Mr Parker consents to the inclusion in this report of the matters based on his information in the

form and context in which they appear.

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Appendix 5B Mining exploration entity quarterly report

+ See chapter 19 for defined terms. 17/12/2010 Appendix 5B Page 1

Rule 5.3

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


ABN Quarter ended (“current quarter”)

81 131 405 114 31 December 2011

Consolidated statement of cash flows

Cash flows related to operating activities Current quarter

$A’000

Year to date (6.months)

$A’000

1.1 Receipts from product sales and related debtors - 1.2 Payments for (a) exploration & evaluation

(b) development (c) production (d) administration

(1,674) - -

(424)

(2,983) - -

(1,099) 1.3 Dividends received - - 1.4 Interest and other items of a similar nature

received 2 5 1.5 Interest and other costs of finance paid (7) (6) 1.6 Income taxes paid - - 1.7 Other (provide details if material) - -

Net Operating Cash Flows (2,103) (4,083)

Cash flows related to investing activities

1.8 Payment for purchases of:(a) prospects (b) equity investments (c) other fixed assets

- -

(6)

- -

(77) 1.9 Proceeds from sale of:(a) prospects

(b) equity investments (c) other fixed assets

- - -

- - -

1.10 Loans to other entities - - 1.11 Loans repaid by other entities - - 1.12 Other – Option fee received 679 679

Net investing cash flows 673 602

1.13 Total operating and investing cash flows (carried forward)

(1,430) (3,481)

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+ See chapter 19 for defined terms. Appendix 5B Page 2 17/12/2010

1.13 Total operating and investing cash flows (brought forward)

(1,430) (3,481)

Cash flows related to financing activities

1.14 Proceeds from issues of shares, options, etc. 2,800 3,239 1.15 Proceeds from sale of forfeited shares - - 1.16 Proceeds from borrowings - - 1.17 Repayment of borrowings - - 1.18 Dividends paid - - 1.19 Other – Capital Raising Costs - (24)

Net financing cash flows 2,800 3,215

Net increase (decrease) in cash held 1,370 (266)

1.20 Cash at beginning of quarter/year to date 2,085 3,314 1.21 Exchange rate adjustments to item 1.20 (70) 337

1.22 Cash at end of Quarter 3,385 3,385

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 $A'000

1.23 Aggregate amount of payments to the parties included in item 1.2 109

1.24 Aggregate amount of loans to the parties included in item 1.10 -

1.25 Explanation necessary for an understanding of the transactions

Directors Fees and Consulting fees

Non-cash financing and investing activities

2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

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

Financing facilities available

Add notes as necessary for an understanding of the position.

Amount available $A’000

Amount used $A’000

3.1 Loan facilities - -

3.2 Credit standby arrangements - -

Estimated cash outflows for next quarter $A’000

4.1 Exploration and evaluation 1,500

4.2 Development -

4.3 Production -

4.4 Administration 300

Total 1,800

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Reconciliation of cash

Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.

Current quarter $A’000

Previous quarter $A’000

5.1 Cash on hand and at bank 3,385 2,085

5.2 Deposits at call - -

5.3 Bank overdraft - -

5.4 Other (provide details) - -

Total: cash at end of quarter (item 1.22) 3,385 2,085

Changes in interests in mining tenements Tenement

reference Nature of interest (note (2))

Interest at beginning of quarter

Interest at end of quarter

6.1 Interests in mining tenements relinquished, reduced or lapsed

6.2 Interests in mining tenements acquired or increased

Kelly 01 Essendon 28 Essendon 29 Dylan III Dylan IV

Claim submitted, pending title. Claim submitted, pending title. Claim submitted, pending title. Option for 100% and Assignment of owners interest. Option for 100% and Assignment of owners interest.

0% 0% 0% 0% 0%

100% 100% 100% 100% 100%

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+ See chapter 19 for defined terms. Appendix 5B Page 4 17/12/2010

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.

Total number Number quoted Issue price per

security (see note 3)

(cents)

Amount paid up per security (see note 3)

(cents)

7.1 Preference +securities(description)

7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy-backs, redemptions

7.3 +Ordinary securities

159,821,141 99,071,141

7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy-backs

10,000,000

10,000,000

$0.28

7.5 +Convertible debt securities (description)

7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted

7.7 Options(description and conversion factor)

8,000,000

44,550,000

Nil

44,550,000

Exercise price $0.30 $0.30

Expiry date 31 March 2013 31 March 2013

7.8 Issued during quarter

3,333,333 Nil $0.30 20 June 2013

7.9 Exercised during quarter

7.10 Expired during quarter

7.11 Debentures (totals only)

7.12 Unsecured notes (totals only)

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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: Date: 31 January 2012

(Company secretary) Print name: Z.R.Lewis

Notes 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 6.2.

3 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 Resourcesand AASB 107: Statement of Cash Flowsapply 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.

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