LionOre Announces A $285 Million Recommended Takeover Offer For MPI Mines Limited To Advance Australian Nickel Growth Strategy.

TORONTO & MELBOURNE, Victoria -- LionOre has a relevant interest of 19.9% in MPI through pre-bid agreements

International mining company LionOre Mining International Ltd. (TSX/ASX: LIM, LSE: LOR) ("LionOre") today announced a A$285 million (US$208 million) takeover offer for Australian Stock Exchange-listed mining company MPI Mines Limited (ASX: MPM) ("MPI"), excluding MPI's gold assets. The offer, which is made by LionOre's wholly-owned subsidiary LionOre Australia Pty Ltd, comprises A$1.00 cash and 0.1675 LionOre shares for every MPI share, implying a price of A$2.20 per MPI share. LionOre's offer has been unanimously recommended by the Board of MPI in the absence of a superior offer emerging.

In parallel to LionOre's offer, MPI is undertaking a de-merger of its gold assets through a capital reduction and distribution to MPI shareholders. MPI expects the de-merger to be finalised prior to the completion of LionOre's takeover offer. MPI has determined the amount of the capital reduction at A$36 million, including the transfer of A$12 million from MPI's cash reserves to the gold subsidiary to provide working capital prior to its planned listing on the Australian Stock Exchange ("ASX") in late 2004 or early 2005. The takeover offer is conditional upon completion of the de-merger, however, LionOre, as with all of the conditions, reserves the right to waive this.

MPI's Board of Directors unanimously recommends that shareholders accept the LionOre offer and have indicated that they intend to accept the offer with respect to their own shareholdings, in both cases in the absence of a superior offer emerging and upon completion of the de-merger of the gold assets. In addition, LionOre has entered into pre-bid acceptance agreements with two of MPI's largest shareholders, Lion Selection Group and Merrill Lynch Investment Managers as well as with Mr John Gerahty, Chairman of MPI. The agreements require these shareholders, in the absence of a superior offer and subject to the completion of the de-merger of MPI's gold assets, to collectively accept with respect to 19.9% of MPI's shares once the LionOre offer is declared unconditional. LionOre has already received approval from the Foreign Investment Review Board for the takeover offer.

The proposed acquisition represents a significant growth step for LionOre in the Australian nickel industry. MPI's key nickel assets in Western Australia include 80% of both the Black Swan Nickel Project near Kalgoorlie (in production) and the Honeymoon Well Nickel Project in the North Eastern Goldfields (at a pre-feasibility study stage). The co-owner (20%) of these assets is OMG Kokkola Chemicals Holdings BV, a US-based company which purchases the nickel concentrates produced by the Black Swan nickel operation.

Assuming LionOre acquires 100% of the shares in MPI, this will immediately increase LionOre's attributable nickel production by approximately 50% to around 30,000 tonnes per annum and increase attributable nickel resources (excluding Inferred Resources) from 555,100 tonnes of contained nickel (as reported in LionOre's 2003 Annual Report) to approximately 1.5 million tonnes, an increase of approximately 170%.

The Black Swan Nickel Project comprises the Silver Swan underground nickel mine and the recently developed Black Swan open-cut nickel mine, with forecast nickel production of approximately 12,000 tonnes for 2005.

The Honeymoon Well Nickel Project is one of the world's largest undeveloped nickel sulphide deposits, which has a nickel endowment of more than 1 million tonnes and the potential to produce 30,000 to 40,000 tonnes of nickel per annum. The deposit is located 40 kilometers north of WMC's Mt Keith nickel operations, and some 170 kilometers north of LionOre's North Eastern Goldfields operations, which comprise the Thunderbox Gold Mine and Waterloo and Amorac nickel sulphide deposits.

Assuming LionOre's takeover offer is successful, LionOre intends to accelerate feasibility studies into the development of Honeymoon Well and in particular to assess commercialisation of Honeymoon Well using hydrometallurgical processing technology for the benefit of both shareholders in the project. LionOre believes that commercialisation of Honeymoon Well could provide a long term foundation to position LionOre as one of the leading participants in the Australian nickel industry.

OFFER TERMS

LionOre's offer consideration per MPI share is A$1.00 cash (to be funded from existing LionOre cash reserves) and 0.1675 LionOre shares in the form of Chess Depositary Interests ("CDIs") which are traded on the ASX.

Based on the volume weighted average share price of LionOre on the Toronto Stock Exchange in the three trading days up to and including 14 October 2004 of C$6.54 and the prevailing A$ / C$ exchange rate, the value of the LionOre scrip consideration is equivalent to A$1.20 per MPI share, implying a LionOre offer price per MPI share of A$2.20. Assuming LionOre acquires 100% of the shares in MPI, LionOre would issue approximately 21.7 million new LionOre shares.

Combined with the de-merger of MPI's gold business through the proposed capital return (to which MPI have ascribed an amount of approximately A$36 million or 28 cents per MPI share), MPI shareholders would, if the de-merger is completed and the LionOre offer is successful, receive cash, LionOre shares and shares in the MPI gold subsidiary, Leviathan Resources Limited, with an implied value of A$2.48 per MPI share. LionOre considers that this price provides attractive premiums to the levels at which MPI shares have been trading, namely:

- 21% to MPI's closing share price on 12 October 2004 (the last trading day prior to MPI shares ceasing to trade on the ASX, pending announcement of LionOre's offer);

- 33% to MPI's volume weighted average price in the one month preceding 12 October 2004; and

- 47% to MPI's volume weighted average price in the three months preceding 12 October 2004.

BACKGROUND AND RATIONALE

The takeover offer for MPI represents a significant strategic growth and development opportunity for LionOre in its long-term strategy of becoming a major global nickel producer, cementing LionOre's position in the western world's top 10 producers.

The offer represents attractive premiums to historical trading levels for MPI shares, whilst still providing MPI shareholders with an opportunity to participate in the benefits flowing from the combined LionOre/MPI nickel businesses by receiving LionOre shares. In addition, subject to the de-merger being effected by MPI,

MPI shareholders will receive shares in the de-merged gold business which MPI has announced is expected to list on the ASX in late 2004 or early 2005.

OFFER CONDITIONS

LionOre's takeover offer is conditional on, inter alia, obtaining acceptances for at least 50.1% of MPI's shares and the gold de-merger being put into effect. Full details of the conditions to LionOre's offer are outlined in the attachment to this announcement.

INDICATIVE TIMETABLE

- 18 October                 Dispatch of Explanatory Statement
                             to MPI shareholders on proposed
                             de-merger of gold assets

- Week of 25 October         Lodgment of LionOre's Bidder's Statement
                             with Australian Securities and
                             Investments Commission and with MPI

- 11 November                Dispatch of LionOre's Bidder's Statement
                             and opening of LionOre's offer

- 18 November                MPI shareholder meeting to approve
                             de-merger of MPI's gold assets

- 11 December                Possible first closing date for
                             LionOre's offer

MEDIA AND INVESTOR BRIEFINGS / TELECONFERENCES

Media and investor briefings will be held today in Melbourne, on Tuesday 19 October in Sydney and on Thursday 21 October in Perth by Mr Mark Ashley, Managing Director of LionOre in Australia, and Mr Brian Phillips, Managing Director of MPI, on the proposed transaction outlined above.

In addition, a teleconference will be hosted today by LionOre management for North American and UK based investors. Further details regarding the media and investor briefings are attached to this announcement.

Merrill Lynch is acting as financial adviser to LionOre and Fearis Salter Power Shervington is acting as legal adviser to LionOre in relation to this offer.

ATTACHMENT 1 - BACKGROUND ON LIONORE MINING INTERNATIONAL LTD.

LionOre Mining International Ltd. is an international mining company with a record of strong growth through an integrated program of acquisitions, exploration success and operational efficiency. The Company also owns 80% of Western Minerals Technology Pty Ltd, the owner of the Activox(R) technology, a proprietary hydrometallurgical technology for processing metal concentrates. LionOre's major mining assets include the Phoenix nickel mine in Botswana, the Lake Johnston nickel operation and the Thunderbox gold mine in Australia. LionOre also has several highly prospective nickel exploration and development properties.

LionOre trades on the Toronto Stock Exchange and the Australian Stock Exchange under the symbol "LIM" and on the London Stock Exchange under the symbol "LOR"

LionOre's 100%-owned Lake Johnston operation, which is located 500 kilometers east of Perth in Western Australia, comprises the Emily Ann and Maggie Hays underground nickel sulphide mines. Production is increasing at Lake Johnson from 8,000tpa to 11,000tpa by the end of 2004 through a plant upgrade to 500,000tpa. A feasibility study is also underway on development of the Maggie Hays disseminated zone containing an Indicated Resource of 6.9 million tonnes at 1.2% nickel for over 80,000 tonnes of contained nickel, which (subject to current off-take arrangements) represents a potential ore feed source for the Avalon nickel facility (formerly the Bulong Project).

The Avalon nickel facility was acquired by LionOre in April 2004 for A$15 million. A feasibility study is underway on its conversion to be able to process nickel sulphide concentrates using the Activox(R) technology, a medium temperature, medium pressure hydrometallurgical process for the oxidation of sulphide mineral concentrates to produce metal.

In addition, LionOre has an 85% interest in Tati Nickel, which is currently producing around 12,500 tonnes of payable nickel per year from the large Phoenix open-pit nickel sulphide deposit. Tati recently successfully commissioned, at a cost of US$11.5 million, a fully integrated Activox(R) hydrometallurgical demonstration plant on site, which produces approximately 300kg on nickel cathode and 150kg of copper cathode per day.

RESOURCE/RESERVE COMPLIANCE

The information that relates to the Maggie Hays Mineral Resources is based on information compiled by R Dudley (a former employer of DevMin Consultants Pty Ltd) and verified by P Buck (a full-time employee of the LionOre group) both have sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as Competent Persons as defined in the 1999 Edition of the "Australasian Code for Reporting Mineral Resources and Ore Reserves".

Mr P Buck consents to the inclusion in this Attachment of the above statement of Resources in the form and context in which it appears.

ATTACHMENT 2 - BACKGROUND ON MPI MINES LIMITED

MPI Mines Limited is an Australian based mining company listed on the Australian Stock Exchange. MPI's asset portfolio includes three operating mines (one nickel and two gold mines) and an exploration portfolio in nickel and gold.

MPI is manager of, and owns 80% of, MPI Nickel - whose key assets are the Black Swan Nickel Project near Kalgoorlie in Western Australia and the undeveloped Honeymoon Well Nickel Project in Western Australia's North Eastern Goldfields. OMG Kokkola Chemicals Holdings BV, part of the USA-based OM Group, owns the other 20% of MPI Nickel and purchases the nickel concentrates from Black Swan nickel operations under a life-of-mine off-take agreement.

MPI's gold assets comprise the Stawell Gold Mine in Victoria (production of 98,500 ounces of gold in 2003) and a 50% interest in the Coolgardie Joint Venture (planned production of approximately 40,000 ounces per annum).

The Black Swan Nickel Project, located 53 kilometers north of Kalgoorlie, comprises the deep, high-grade Silver Swan underground nickel mine and the Black Swan disseminated low-grade open-cut nickel mine. The Silver Swan nickel mine is in a mature phase while Black Swan open-cut nickel mine commenced production earlier this year. The Black Swan Nickel Project produced 11,288 tonnes of nickel in concentrate in 2003 and is forecast to produce around 12,000 tonnes for calendar 2005.

Since the commencement of operations in 1997, the Silver Swan underground nickel mine (and associated underground ore bodies) has produced 2 million tonnes of ore at 5.5% nickel for 112,600 tonnes. Production for 2005 from the Silver Swan underground and Black Swan Disseminated ore bodies is forecast at 12,000 tonnes.

PUBLISHED RESERVES AND RESOURCES

The following are the published reserves and resources for MPI nickel projects.

Black Swan Nickel Project (as reported by MPI in 2003 Annual Report)

Silver Swan

Proved and Probable Ore Reserves: 410,000 tonnes @ 6.1% Ni for 25,000 tonnes of contained nickel

Indicated Resources (in addition to reserves): 25,000 tonnes @ 3.8% Ni for 1,000 tonnes of contained nickel

Black Swan

Probable Ore Reserves: 3.7 million tonnes @ 0.8% Ni for 30,000 tonnes of contained nickel

Indicated Resources (in addition to reserves): 3.3 million tonnes @ 0.8% Ni for 26,400 tonnes of contained nickel

Honeymoon Well

Indicated Resources as reported by Outokumpu in their 2001 Annual Report: 131 million tonnes @ 0.8% Ni for 1,000,000 tonnes of contained nickel

This Resource includes the Wedgetail Indicated Massive Sulphide Resource of 650,000 tonnes @ 6.6% Ni for 43,000 tonnes of contained nickel as reported in the MPI June Quarterly Report.

RESOURCE/RESERVE COMPLIANCE

Black Swan Nickel Project

The Resources and Reserves information for the Silver Swan and Black Swan deposits were compiled by J. Rowe and M. Stewart of MPI Mines Limited who are Corporate Members of the Australasian Institute of Mining and Metallurgy and have the relevant experience of a "Competent Person" as defined in the Australian Code for Reporting of Mineral Resources and Ore Reserves.

The Silver Swan Massive Sulphide Resource was estimated using Mine Sight Med System software with the grade interpolation carried out by Ordinary Kriging using a geological cut-off. The Reserve was also estimated by Mine Sight Med System adopting 3.0m to 4.5m minimum mining widths with dilution taking into account geological, mining and geotechnical parameters. A Reserve cut-off grade of 2.5% Ni was adopted.

The Black Swan Disseminated Sulphide Resource was estimated using Mine Sight Med System software with grade interpolation carried out by Ordinary Kriging using a cut-off grade of 0.45% Ni.

The Black Swan Disseminated Reserve was estimated by a Whittle 4D Optimisation with a conservative pit-shell selected in relation to design mining rate and existing plant throughput capacity.

Honeymoon Well Nickel Project

The Honeymoon Well Disseminated Resources, which occur in several deposits, were reported by Outokumpu in their 2001 Annual Report. Outokumpu reported that 'the resources were estimated in accordance with the Australian Code for Reporting of Identified Mineral Resources and Ore Reserves, September 1999".

The Wedgetail Massive Sulphide Resource was compiled ay J. Rowe and A. Goode of MPI Mines Limited and who are Corporate Members of the Australasian Institute of Mining and Metallurgy and have the relevant experience of a "Competent Person" as defined in the Australian Code for Reporting of Mineral Resources and Ore Reserves.

The Wedgetail Resources were calculated using Mine Sight Med System software with the grade estimated by the Inverse Distance technique and a geological cut-off.

Consent

Mr J Rowe in his own right and on behalf of MPI consents to the inclusion in this Attachment of the above statements of Resources and Reserves in the form and context in which they appears.

ATTACHMENT 3 - DETAILED OFFER CONDITIONS

PART A - CONDITIONS

1. That before the end of the Offer Period, LionOre Australia and its associates have relevant interests in at least 50.1% (by number) of MPI Shares.

2. That between the Announcement Date and the end of the Offer Period, no MPI Prescribed Occurrence occurs.

3. That between the Announcement Date and the end of the Offer Period, the De-Merger is approved by MPI Shareholders and the distribution of shares in MPI Gold is made to MPI Shareholders in accordance with the De-Merger Document.

4. That between the Announcement Date and the end of the Offer Period, no variation is made to the De-Merger Document.

5. That between the Announcement Date and the end of the Offer Period, there is no material breach of the De-Merger Document by the parties thereto.

6. That between the Announcement Date and the end of the Offer Period:

(a) no Material Adverse Change occurs, is announced or otherwise becomes public, in relation to the structure, business, financial or trading position or condition, assets or liabilities, profitability or prospects of the MPI Group as a whole provided that a change in the price of nickel or any direct or indirect consequence of such a change shall be deemed to not give rise to a Material Adverse Change;

(b) LionOre Australia does not become aware of any untrue statement of fact, or an omission to state a fact that is required to be stated or necessary to make a statement not misleading, in any document filed by or on behalf of MPI with ASX or ASIC where the untrue statement of fact or omission of fact is material to the MPI Group as a whole.

7. That between the Announcement Date and the end of the Offer Period, no member of the MPI Group does any of the following (except pursuant to the De-Merger or the Coolgardie Sale):

(a) purchases or otherwise acquires, or agrees to purchase or otherwise acquire or announces an intention to acquire one or more companies or businesses for a consideration which, or value of which, in aggregate exceeds $5 million; or

(b) sells or otherwise disposes of, or agrees to sell or otherwise dispose of, any interest in:

(i) the Black Swan Disseminated Project;

(ii) the Wedgetail Project;

(iii) the Black Swan Project;

(iv) the Honeymoon Well Project;

(v) any other project or tenement held by MPI Nickel; or

(vi) any interest in the securities of any member of the MPI Group;

(c) enters into or announces that it proposes to enter into any joint venture or partnership which may require expenditure by the MPI Group of an amount which exceeds $1 million;

(d) make or vote in favour of a development decision in respect of any mining project in which MPI or any of its subsidiaries has an interest;

(e) make a decision or vote in favour of any proposal to materially vary the rate or scope of mining or exploration in respect of any mining project in which MPI or any of its subsidiaries has an interest; or

(f) announces an intention to enter into any such transaction as described in paragraphs (a), (c), (d) or (e).

8. That between the Announcement Date and the end of the Offer Period, other than in relation to MPI Gold and its subsidiaries following the De-Merger or the Offer:

(a) no off-market takeover bid or on-market takeover bid is made to acquire the MPI Shares; and

(b) no person announces any transaction to acquire or become the holder (by whatever means) of, or otherwise have an economic interest in all or a substantial part of the business of MPI and its subsidiaries or 50% or more of the MPI Shares or a transaction to otherwise acquire or merge with MPI (whether by way of joint venture, dual listed structure or otherwise); and

(c) no person announces any intention to do any of the things set out in paragraphs (a) or (b),

which causes the MPI board to withdraw its recommendation of the Offer.

9. That during the Offer Period all approvals which are required by law or by any Government Agency:

(a) as are necessary to permit the Offers to be made to and accepted by MPI Shareholders; or

(b) which are required as a result of the Offers or the successful acquisition of the MPI Shares and which are necessary for the continued operation of the business of MPI and its subsidiaries,

are granted, given, made or obtained on an unconditional basis and remain in full force and effect in all respects and do not become subject to any notice, intimation or indication of intention to revoke, suspend, restrict, modify or not renew the same.

10. That between the Announcement Date and the end of the Offer Period:

(a) there is not in effect any preliminary or final decision, order or decree issued by a Government Agency;

(b) no action or investigation is instituted by any Government Agency,

(other than an application or a decision or order of the ASIC or the Takeovers Panel for the purpose or in the exercise of the powers and discretions conferred on it by the Corporations Act) in consequence of or in connection with the Offers which restrains or prohibits, or otherwise materially adversely impacts, the making of the Offers or the completion of any transaction contemplated by the Offers (whether subject to a condition or not) or seeks to require the divestiture by LionOre Australia of any MPI Shares, or the divestiture of any material assets of the MPI Group or of the LionOre Group.

11. That between the Announcement Date and the end of the Offer Period, no notice is given or made to the MPI Group or LionOre Australia nor any announcement or claim is made or becomes public knowledge in respect of any agreement or arrangement made or existing between any member of the MPI Group and a third party, which agreement or arrangement is material to the ongoing profitability of the MPI Group (other than MPI Gold and its subsidiaries), that:

(a) the announcement of the Bid;

(b) the making of the Offers; or

(c) the acquisition of MPI Shares by LionOre Australia;

will or has given rise to any right or obligation whereby a third party may, directly or indirectly and whether subject to the giving of notice or otherwise:

(d) terminate or vary such agreement or arrangement;

(e) acquire or force the disposal of any assets of any member of the MPI Group (other than MPI Gold and its subsidiaries);

(f) be entitled to the payment of any damages or other monies from any member of the MPI Group (other than of MPI Gold and its subsidiaries); or

(g) be entitled to the benefit of varied terms or increased or varied consideration relating to, or forming part of, such agreement or arrangement.

12. That the closing cash sale price of nickel as quoted on the London Metals Exchange does not fall below AUD$12,230 per metric tonne for a period of 5 consecutive trading days from and including the Announcement Date until the end of the Offer Period.

13. That the S&P/ASX200 index at the close of trading on each of 5 consecutive trading days from and including the Announcement Date until the end of the Offer Period is at least 3,338.

PART B -DEFINITIONS FOR PURPOSE OF ANNEXURE

"Announcement Date" means 18 October 2004.

"ASIC" means Australian Securities and Investments Commission.

"ASX" means Australian Stock Exchange Limited.

"Bid" means the off-market takeover bid to be made by LionOre Australia for all MPI Shares that is the subject of this Announcement.

"Coolgardie Assets" means the tenements, mining information and other assets of the exploration, mining and operating joint ventures managed by Coolgardie Mining Company Pty Ltd on behalf of the Coolgardie gold joint venture partners.

"Coolgardie Sale" means the sale by MPI Gold or its subsidiaries, Coolgardie Operations Pty Ltd and Coolgardie Mining Company Pty Ltd, of their interests in the Coolgardie Assets.

"Corporations Act" means the Corporations Act 2001 (Cth).

"De-Merger" means the proposed de-merger of MPI Gold from MPI, to be effected by an equal reduction of capital of MPI and an in specie distribution of ordinary shares in MPI Gold to shareholders of MPI.

"De-Merger Document" means the Separation and Transitional Services Deed entered into by MPI and MPI Gold on 16 October 2004.

"Effective Date" means the date on which ordinary shares in MPI Gold are distributed to MPI Shareholders pursuant to the De-Merger.

"Government Agency" means:

(a) a government or government department or other body;

(b) a governmental, semi-governmental or judicial person; or

(c) a person (whether autonomous or not) who is charged with the administration of a law.

"LIM" means LionOre Mining International Limited.

"LionOre Australia" means LionOre Australia Pty Ltd.

"Material Adverse Change" bears its normal meaning provided that any event or series of events or circumstances which causes:

(a) a diminution in the assets of the MPI Group; or

(b) an increase in the liabilities of the MPI Group;

which, in either case, is in excess of an amount of $15 million will be deemed to be a Material Adverse Change.

"MPI Gold" means Leviathan Resources Limited ACN 054 584 397.

"MPI Group" means MPI and its subsidiaries, which, from the Effective Date does not include MPI Gold or its subsidiaries.

"MPI Nickel" means MPI Nickel Pty Ltd ACN 088 127 379.

"MPI Options" means options to subscribe for MPI Shares issued to executives and employees of MPI under the MPI Mines Option Scheme.

"MPI Prescribed Occurrence" means any of the following taking place after the date hereof:

(a) MPI converts all or any of its shares into a larger or smaller number of shares;

(b) MPI or a subsidiary of MPI resolves to reduce its share capital

in any way;

(c) MPI or a subsidiary of MPI:

(i) enters into a buy-back agreement; or

(ii) resolves to buy back any of its shares or other securities;

(d) MPI or a subsidiary of MPI issues shares or grants an option over its shares, or agrees to make such an issue or grant such an option except pursuant to an exercise of MPI Options;

(e) MPI or a subsidiary of MPI issues, or agrees to issue, convertible notes;

(f) MPI or a subsidiary of MPI disposes, or agrees to dispose, of business or property which constitutes the whole, or a substantial part, of the business or property of the MPI Group;

(g) MPI or a subsidiary of MPI charges, or agrees to charge, the whole, or a substantial part, of its business or property;

(h) a receiver, receiver and manager, trustee, administrator, other controller (as defined in the Corporations Act) or similar official is appointed over any of the assets or undertaking of MPI or a subsidiary of MPI;

(i) MPI or a subsidiary of MPI suspends payment of its debts generally;

(j) MPI or a subsidiary of MPI is or becomes unable to pay its debts when they are due or is or becomes unable to pay its debts or is presumed to be insolvent under any applicable legislation;

(k) MPI or a subsidiary of MPI enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of its creditors or any class of them;

(l) MPI or a subsidiary of MPI ceases to carry on business or threatens to cease to carry on business;

(m) a resolution is passed by MPI or a subsidiary of MPI or any steps are taken to appoint, or to pass a resolution to appoint, an administrator to MPI or a subsidiary of MPI;

(n) an application or order is made for the winding up or dissolution of MPI or a subsidiary of MPI or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of MPI or a subsidiary of MPI, other than in respect of a subsidiary of MPI which has no material assets or liability at the date of such resolution;

(o) a director or officer of MPI being charged with an indictable offence punishable by a jail term or a fine of $100,000 or more; provided that an MPI Prescribed Occurrence will not include a matter required to be done or procured to be done:

(p) pursuant to the Merger Implementation Agreement entered into by MPI and LIM on 16 October, 2004; or

(q) pursuant to the De-Merger Document; or

(r) in connection with the Coolgardie Sale.

"MPI Share" means a fully paid ordinary share in MPI.

"MPI Shareholder" means a holder of MPI Shares.

"Offer Period" means the period during which the Offers remain open for acceptance.

"Offer" means the offers to be made by LionOre Australia to MPI Shareholders for their MPI Shares as referred to in this announcement.

ATTACHMENT 4 - DIAL IN DETAILS

Australia

Melbourne - Monday, 18 October 2004

11.00-11.45am                               Rialto Two Room,
Media Briefing, and Teleconference          Le Meridien at Rialto,
                                            Collins Street, Melbourne

Journalists who can not attend the briefing are invited to
participate in the Teleconference(1) by dialing:

    - in Australia, Free Call 1800 333 703

    - from overseas + 61 3 8414 5129

(1)the Briefing and Teleconference will be recorded and available
for replay for 2 days. To hear the replay call [phone]

1.00-2.00pm                                 Rialto Two Room,
Investor and Analyst Briefing,              Le Meridien at Rialto,
 Teleconference and Webcast                 Collins Street, Melbourne
                                            (light lunch served)

Interested parties unable to attend the Investor/Analyst Briefing are
invited to participate in the Teleconference and Webcast of the event:

    - in Australia, Free Call 1800 333 703

    - from overseas + 61 3 8414 5129

The investor briefing will be simultaneously webcast via a link to LionOre's homepage at www.lionore.com.

To participate in the Teleconference(2):

    - Call the dial-in number. Please note that there is no need
      for a pin number to be entered.

    - The operator will answer each line and ask for your name,
      company and location you are calling from.

    - Your call will then be moved to a holding area to await
      the commencement of the Conference.

    - Press (star)0 at any time for Operator assistance.

Should assistance be required at any time, call + 61 3 8414 5129 and an Operator will assist you with your call.

(2) It is recommended that callers dial into the Teleconference 5-10 minutes prior to the scheduled commencement of the briefing.

At the end of the presentations, the presenters will call for Questions from participants in the briefing. Callers are invited to press (star)1 to indicate they wish to ask a question.

Sydney - Tuesday, 19 October 2004

12.00 - 2.00 pm - Investor and                Essex Room,
                  Analyst Luncheon Briefing   Quay West Sydney Suites
                                              98 Gloucester Street,
                                              The Rocks

Perth - Thursday, 21 October 2004

1.00pm - Investor and Analyst Briefing        King Street Room,
                                              Rydges Perth
                                              Cnr Hay & King Streets
                                              (light lunch served)

North America / UK

Monday 18 October 2004

    Teleconference speakers include:

    - Colin Steyn, President and Chief Executive Officer,
       LionOre Mining International Limited

    - Mark Ashley, Managing Director Australia,
       LionOre Mining International Limited

    - Ted Mayers, Chief Financial Officer,
       LionOre Mining International Limited

- 2.30pm (London)  - 9.30am (Toronto)          - Other International:
  UK Toll-Free:      North American Toll Free:   [phone]
  0800 279 2280      1 866 388 8634

(3) The teleconference will be recorded and available for replay.
     To hear replay:

- UK Toll-Free:   - North American Toll Free:  - Other International:
  0800 026 0020     1 800 405 2236               [phone]
  Passcode:         Passcode:                    Passcode:
   614 899#          110 12209#                   614899#

LionOre Mining International Ltd. (TSX:LIM) (LSE:LOR) (ASX.:LIM)