CENTAURUS METALS LIMITED — M&A Activity 2009

Dec 16, 2009

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17 December 2009

Centaurus – Glengarry Update

Mark Papendieck Managing Director

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Overview

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Glengarry Resources Limited ( Glengarry ) has announced its intention to make a takeover offer for 100% of the outstanding shares and options in Centaurus

Glengarry will offer 8 Glengarry shares for each Centaurus share held ( Share Offer ), and a separate, equivalent offer for Centaurus options ( Option Offer ) based on the same ratio (together referred to as the Offers )

the 1 month prior to the announcement

Centaurus Shareholders will own ~53% of the Merged company

• The Offers opened 9 December 2009 and will close 15 January 2010 (unless extended)

The Offers are unanimously recommended by the Directors, in the absence of a superior proposal as it will facilitate the development of Centaurus’ emerging Brazilian Iron Ore projects

Centaurus Shareholders representing 38.26%% of the Company’s shares, have signed pre bid acceptance agreements

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Background

Why The Glengarry Transaction?

• Centaurus has conducted two capital raisings over the last 12 months

• ~$2.5m @ $0.65

• ~$1.5m @ $0.30

• Continued investigations suggest that opportunities for larger raisings at this stage of our projects development remain limited

• Continued small raisings create sustained downwards share price pressure and significant distractions for the board and management.

• •Dilution from this deal equivalent to notionally raising the same amount at ~$0.26-$0.28[1]

• Added advantages of GGYs board and management expertise and valuable projects .

• Upon conclusion of transaction, CUR will be in an excellent position to add significant value to projects and move towards production

  • 1 Including an assignment of value for the GGY projects

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Transaction Highlights

Summary of Transaction Highlights

• 1 Attractive Premium The Share Offer represents an attractive premium of:

• 35.0 % to the 1 month volume-weighted average price of 32.5 cents and 5.5 cents of Centaurus and Glengarry shares respectively; and

• 22.4% premium based on the closing price of Centaurus and Glengarry shares as 1. Premium

• at 6 November 2009, the last trading date prior to announcement

  1. Well funded company

~~3. Increased investor relevance~~

2 Creation of a well- • The Merger will result in the creation of a well-funded international resource funded international company with a pro forma cash balance of approximately $9m in cash reserves4. Enhanced Board and Management expertise resource company based on the balance sheet of the two companies at 31 October 2009

• These funds will be used to progress Centaurus’ project pipeline

• 3 Greater potential to • Merged company has the potential to become a substantial iron ore become a developer/producer, with production commencing in 2010 and a production substantial iron ore target of 3-4Mtpa of +65% Fe product by mid-2013, to be sold into Brazil’s developer/producer domestic steel industry

• 4 Strong Board & • Merged company to be headed up by an accomplished and highly experienced Management team team with extensive global iron ore experience

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Transaction Highlights

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Strong Board & Management Team

The Merged company will be headed up by an accomplished and highly experienced team with extensive global iron ore experience including several former Gindalbie Metals senior executives.

The proposed Board members of the Merged company are as follows:

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Didier Murcia

Non Executive Chairman

Darren Gordon

Managing Director

Peter Freund Operations Director

Geoff Clifford

Non Executive Director

Keith McKay

Non Executive Director

Richard Hill

Non Executive Director

• 20 yrs corporate and • +15 years resource • 40yrs engineering resource industry industry experience experience with BHP, experience. with particular MIM, Thiess and Specialises in emphasis on resource Gindalbie. strategic, corporate funding and and commercial structuring. • Has extensive advice. experience in South

• Has extensive experience in South American operations as well as beneficiated Iron ore experience

• Extensive iron ore • 9yrs experience as CFO of Gindalbie

• experience as Director Metals, which is

• of Gindalbie Metals developing Karara Project

• 30yrs experience in senior finance and administration roles.

• Extensive iron ore experience as director of Atlas Iron and former roles with Aztec Resources & Portman

• Geologist with 40yrs technical and corporate experience

• 16 yrs resource industry experience as both a solicitor and a geologist.

• Previously Chairman of Gindalbie Metals • Founding director of Ltd, MD of Gallery Centaurus Resources Gold Ltd and Battle Mountain (Aust) Inc. • Extensive contact base in Asian markets

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Offer Details

• Centaurus Shareholders will receive eight (8) Glengarry shares for every one (1) Centaurus share they hold (Share Offer)

• Glengarry will make a separate offer to holders of existing Centaurus options, on terms consistent with the Share Offer (Option Offer). The Option Offer will be conditional upon the Share Offer being successful

• The Directors of Centaurus unanimously recommend the Offers, in the absence of a superior proposal

• Centaurus Shareholders representing approximately 19% of the Centaurus register have entered into Pre Bid Acceptance Agreements

• The key benefits for Centaurus shareholders include:

• Access to cash to develop the Brazilian iron ore projects

• Increased share market liquidity and access to capital

• The merged company to be headed up by an accomplished and highly experienced team with extensive global experience in the financing, development and operation of iron ore assets

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Offer Details

Key Dates

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Announcement of Offer	11 November 2009
Dispatch of Glengarry’s Bidder’s Statement	9 December 2009
Dispatch of Centaurus’ Target’s Statement	9 December 2009
Offers Open	9 December 2010
Offers Close	15 January 2010

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An Emerging Iron Ore Producer

For Enquiries, please contact:

Mark Papendieck  mark@centaurus.com.au  08 9321 6201