AURIZON HOLDINGS LIMITED — M&A Activity 2014

Jul 2, 2014

Dominic D Smith

Vice President & Company Secretary

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Aurizon Holdings Limited ABN 14 146 335 622

T +61 7 3019 9000 F +61 7 3019 2188 E CompanySecretary@aurizon.com.au W aurizon.com.au

Level 17, 175 Eagle Street Brisbane QLD 4000

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ASX Market Announcements ASX Limited 20 Bridge Street Sydney NSW 2000

GPO Box 456 Brisbane QLD 4001

3 July 2014

BY ELECTRONIC LODGEMENT

Takeover offer by Baosteel and Aurizon – Status of Defeating Conditions

Please find attached announcement for immediate release to the market.

Yours faithfully

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Dominic D Smith

VP & Company Secretary

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Company Announcements Officer ASX Limited 20 Bridge Street Sydney NSW 2000

And to: Aquila Resources Limited Level 14, 225 St Georges Terrace Perth WA 6000

Dear Sir/Madam

JOINT OFF-MARKET BID BY BAOSTEEL RESOURCES AUSTRALIA PTY LTD AND AURIZON OPERATIONS LIMITED FOR AQUILA RESOURCES LIMITED – STATUS OF DEFEATING CONDITIONS

We refer to the joint takeover offer by Baosteel Resources Australia Pty Ltd ABN 66 154 815 362 and Aurizon Operations Limited ABN 47 564 947 264 (together, the Bidders ) for 100% of the ordinary shares in Aquila Resources Limited ABN 81 092 002 769 as set out in their bidders' statement dated 14 May 2014 (as supplemented by supplementary bidders' statements dated 5 June 2014 and 20 June 2014).

The Bidders attach, in accordance with section 630(3) of the Corporations Act 200 1 (Cth), a formal notice in relation to the status of the defeating conditions in section 12.7 of their offers.

Ms Yiming Wu

Director Baosteel Resources Australia Pty Limited ABN 66 154 815 362

Registered office

Level 20, Allendale Square 77 St Georges Terrace Perth WA 6000 AUSTRALIA

Mr Dominic D Smith

Director Aurizon Operations Limited ABN 47 564 947 264

Registered office

Level 17 175 Eagle Street Brisbane QLD 4001 AUSTRALIA

Corporations Act 2001 (Cth)

NOTICE BY

BAOSTEEL RESOURCES AUSTRALIA PTY LTD ABN 66 154 815 362 (BAOSTEEL)

AND

AURIZON OPERATIONS LIMITED ABN 47 564 947 264 (AURIZON)

UNDER SECTION 630(3) OF THE CORPORATIONS ACT 2001 (CTH)

STATUS OF DEFEATING CONDITIONS

To: ASX Limited

Aquila Resources Limited ( Aquila

This is a notice given by Baosteel and Aurizon in relation to the offers dated 6 June 2014 made under their joint off-market takeover bid for all of the ordinary shares in Aquila ( Offers ) and contained in their bidders' statement dated 14 May 2014 (as supplemented by their supplementary bidders' statements dated 5 June 2014 and 20 June 2014).

In accordance with section 630(3) of the Corporations Act 2001 (Cth), Baosteel and Aurizon give notice that:

• (i) so far as the Bidders know, none of the defeating conditions have been fulfilled, except for those conditions set out in the following sections of the Offers:

  • (A) section 12.7(a) ('Minimum Acceptance Condition');

  • (B) section 12.7(b) (FIRB approval - Baosteel); and

  • (C) section 12.7(c) (FIRB approval - Aurizon);

• (ii) on 3 July 2014 Baosteel and Aurizon declared the Offers free from the conditions set out in sections 12.7(d) to 12.7(k) (inclusive) of the Offers, and accordingly, the Offers are now free from all conditions set out in section 12.7 of the Offers;

• (iii) at the time of giving this notice, each Bidder's voting power in Aquila is 55.5%, so far as the Bidders know.

DATE 3 July 2014

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Ms Yiming Wu Director Baosteel Resources Australia Pty Limited

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Dominic D Smith Director

Aurizon Operations Limited