CENTAURUS METALS LIMITED — M&A Activity 2009

Dec 3, 2009

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SECURITIES EXCHANGE ANNOUNCEMENT

3 DECEMBER 2009

TARGET’S STATEMENT LODGEMENT

Centaurus Resources Limited (“Centaurus”) (ASX: CUR) is pleased to announce that it has today lodged its Target’s Statement, as attached, in response to the recommended takeover offer by Glengarry Resources Limited (“Glengarry”) (ASX: GGY) for all the shares and certain options in Centaurus.

The directors of Centaurus have affirmed their unanimous recommendation that Centaurus shareholders and optionholders accept the Glengarry offers for their securities, in the absence of a superior proposal.

Shareholders and optionholders should refer to the Target’s Statement for full details of the basis for the directors’ recommendation. A copy of the Centaurus Target's Statement is attached and is also available, along with the Glengarry Bidder’s Statement, at the ASX website (asx.com.au).

The Glengarry offer is expected to be open for acceptance on 9 December 2009 and is scheduled to close on 15 January 2010, subject to no extension of the offer period.

Given the intervening festive season, the Centaurus directors recommend that Centaurus securityholders review the documents as soon as they receive them and subject to their own professional advice, complete the Acceptance forms and return them as soon as possible.

Mark Papendieck

Managing Director

ACN 120 281 969

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Target's Statement

of Centaurus Resources Limited in response to the offers by Glengarry Resources Limited to acquire all of your Centaurus Shares and Centaurus Options

The Centaurus Directors unanimously recommend that, in the absence of a Superior Proposal, you accept the Glengarry Offers to purchase all of your Centaurus Shares and Centaurus Options.

This is an important document and requires your immediate attention. If you are in doubt as to how to deal with this document, you should consult your financial or other professional adviser immediately.

Financial Adviser

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Legal Adviser

1. Important notices

Nature of this document

This document is a Target's Statement issued by Centaurus Resources Limited (ACN 120 281 969) ( Centaurus ) in accordance with the Corporations Act in response to the Bidder's Statement dated 3 December 2009 issued by Glengarry Resources Limited (ACN 009 468 099) ( Glengarry ) in respect of the Glengarry Offers.

Defined terms and interpretation

Capitalised terms used in this Target's Statement are defined in Section 13 (Definitions and interpretation). That Section also sets out some rules of interpretation which apply to this Target's Statement.

Investment decision

The Centaurus Directors recommend that Centaurus Securityholders read this Target's Statement in full. You should seek independent advice if you have any queries in respect of the Glengarry Offers. This Target's Statement does not take into account the individual investment objectives, financial situation and particular needs of any Centaurus Securityholder. You may wish to seek independent financial, taxation and legal advice before making a decision as to whether or not to accept the Glengarry Offers.

Forward-looking statements

This Target's Statement may contain forward-looking statements, which include statements other than statements of historical fact. Centaurus Securityholders should note that such statements are subject to inherent risks and uncertainties in that they may be affected by a variety of known and unknown risks, variables and other factors, many of which are beyond the control of Centaurus. Actual results, values, performance or achievements may differ materially from results, values, performance or achievements expressed or implied in any forward-looking statement.

None of Centaurus, its Directors, officers or advisers, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Target's Statement will actually occur. Accordingly, you are cautioned not to place undue reliance on any forward-looking statements.

The forward-looking statements in this Target's Statement only reflect views held as at the date of this Target's Statement.

Australian Securities and Investments Commission and ASX

A copy of this Target's Statement was lodged with ASIC and provided to ASX on 3 December 2009. Neither ASIC nor ASX, nor any of their respective officers, take any responsibility for the content of this Target's Statement.

Information on Glengarry

The information on Glengarry and Glengarry's securities contained in this Target's Statement has been prepared by Centaurus from publicly available information, and has not been independently verified by Centaurus. Accordingly, Centaurus does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of such information.

Currency

All references in this Scheme Booklet to “$”, “AUD” or “dollar” are references to Australian currency unless otherwise indicated.

Reference to time

All references in this document to time and WST relate to Western Standard Time, being the time in Perth, Western Australia.

Date of this document

This document is dated 3 December 2009.

ii Centaurus Target’s Statement

2. Table of contents

1.	Important notices	ii
2.	Table of contents	iii
3.	Letter from the Chairman	1
4.	Reasons why you should accept the Glengarry Offers	2
5.	Important matters for Centaurus Securityholders to consider	6
6.	How to accept the Glengarry Offers	14
7.	Frequently asked questions	15
8.	Directors' intentions and Directors' interests	20
9.	Your choices as a Centaurus Shareholder	25
10.	Your choices as a Centaurus Optionholder	26
11.	Important information about the Glengarry Offers	27
12.	Additional information	32
13.	Definitions and interpretation	37
Appendix A: Approval of Target's Statement		41
Corporate Directory		43

Key Dates

Announcement Date	11 November 2009
Date of the Bidder's Statement	3 December 2009
Date of this Target's Statement	3 December 2009
Date Glengarry Offers made (beginning of Offer Period)	9 December 2009
Close of Glengarry Offers (unless extended or withdrawn)	15 January 2010

Further information

Any questions regarding this Target's Statement should be directed to Centaurus on +61 (0)8 9321 6201 between 8.30am and 5.30pm (WST) Monday to Friday.

Centaurus Target’s Statement iii

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iv Centaurus Target’s Statement

3. Letter from the Chairman

3 December 2009

Dear Securityholder,

On 11 November 2009, Glengarry Resources Limited ( Glengarry ) announced its intention to make a takeover offer for all of the issued Centaurus Shares and Centaurus Bid Options ( Glengarry Offers ).

Under the Glengarry Offers, Centaurus Shareholders are being offered eight (8) Glengarry Shares for every one (1) Centaurus Share held. Equivalent offers are being made for Centaurus Bid Options.

The Centaurus Directors unanimously recommend that you accept the Glengarry Offers, in the absence of a superior proposal.

This Target's Statement sets out your directors' formal response to the Glengarry Offers as set out in Glengarry’s Bidder's Statement, which summarises the detailed terms of the Glengarry Offers. A copy of the Bidder's Statement is also available from the website of Glengarry (www.glengarry.com.au) or the Australian Securities Exchange website (www.asx.com.au).

The Centaurus Directors recommend you accept the Glengarry Offers, in the absence of a superior proposal, for the following reasons:

• The Share Offer is priced at a significant premium to recent market prices for Centaurus Shares:

• 18% premium based on Glengarry Share prices as at 2 December 2009, the last practical trading date before the date of this Target’s Statement, and Centaurus Share price on the Pre-Announcement Trading Date before the announcement of the Glengarry Offers;

• 22% premium based on the closing prices for Centaurus Shares and Glengarry Shares as at the 6 November 2009, the Pre-Announcement Trading Date; and

• 35% premium based on the 1 month VWAP for both Centaurus Shares and Glengarry Shares, up to and including the last trading day.

• The merger will result in the creation of a well-funded international resource company capable of accelerating development of Centaurus’ portfolio of iron ore production assets in Brazil.

• The enlarged Glengarry should have greater share market relevance with increased liquidity.

• The board and management of the enlarged Glengarry will be enhanced with an accomplished and highly experienced team with extensive global iron ore experience.

All of Centaurus’ Directors intend to accept the Glengarry Offers in respect of all of the Centaurus Securities they own or control, in the absence of a Superior Proposal. Glengarry has secured pre-acceptances to its Offer from a range of Centaurus Shareholders in respect of approximately 19% of Centaurus’ issued shares.

The Offers are conditional upon a 90% minimum acceptance condition that cannot be waived without the consent of the Centaurus Directors. The other key conditions include:

• no change of control rights and no regulatory actions;

• no Material Adverse Change occurring and no Prescribed Occurrences; and

• no material acquisitions, disposals or commitments.

Full details on the terms and conditions of the Offers are provided in Annexure A and Annexure B of the Bidder’s Statement. These are also summarised in Section 11 of this Target’s Statement.

The Glengarry Offers are scheduled to close at 5.00pm (WST) on 15 January 2010. To accept the Glengarry Offer, follow the instructions outlined in the Bidder’s Statement, the Acceptance Form and Section 6. If you do not wish to accept the Glengarry Offers then no action is required.

Yours sincerely

Richard Hill, Chairman

Centaurus Target’s Statement 1

4. Reasons why you should accept the Glengarry Offers

This Section 4 summarises the key reasons why the Centaurus Directors have recommended Centaurus Securityholders accept the Glengarry Offers, in the absence of a superior proposal. The Glengarry Offers comprise 8 Glengarry Shares for every 1 Centaurus Share and 8 Glengarry Options for every 1 Centaurus Option.

1 The Glengarry Offers have the unanimous recommendation of the Centaurus Directors.

The Share Offer is priced at a significant premium to recent market prices for Centaurus Shares.

2

Centaurus Optionholders also enjoy the bid premium through the terms of the Option Offer.

Centaurus Securityholders have the opportunity to participate in a larger, more diversified 3 and better funded mining company, with greater financial capacity to fund future growth and accelerate development of Centaurus' projects.

• 4 The board of Glengarry and management of the Merged Entity will be enhanced.

Centaurus Shareholders are likely to incur greater dilution from raising funds in the equity 5 market than under the Glengarry Share Offer.

4.1 Unanimous recommendation of the Centaurus Directors

The Centaurus Directors have considered the advantages and disadvantages of the Glengarry Offers and unanimously recommend that, in the absence of a Superior Proposal, Centaurus Securityholders accept the Glengarry Offers. Each of the Centaurus Directors intends to accept the Glengarry Offers, in the absence of a Superior Proposal, in relation to the Centaurus Shares and Centaurus Options held or controlled by them.

The proposed merger of Glengarry and Centaurus was publicly announced to the market on 11 November 2009. At the date of this Target’s Statement, no alternative superior proposal has emerged.

4.2 A premium to pre-announcement prices

The Share Offer represents an attractive premium of:

• 18% based on the closing price of Centaurus Shares of 34 cents on Friday, 6 November 2009, being the last trading day before Centaurus Shares were subject to a trading halt ( Pre-Announcement Trading Date ) and Glengarry Share price of 5 cents as at 2 December 2009, being the last practical trading date before the date of this Target’s Statement;

• 22% based on the closing price of Centaurus and Glengarry shares of 34 cents and 5.2 cents respectively as at the Pre-Announcement Trading Date; and

• 35% based on the 1 month volume-weighted average price ( VWAP ) up to and including the PreAnnouncement Trading Date of 34 cents and 5.5 cents of Centaurus Shares and Glengarry Shares respectively.

Since the Pre-Announcement Trading Date, the price per Glengarry Share traded on ASX has been in the range of 4.7 cents to 5.9 cents per share and the last trade as at 2 December 2009 (being the last practicable trading date before the date of this Target's Statement) was 5 cents. In the same period, the

2 Centaurus Target’s Statement

Reasons Why You Should Accept the Glengarry Offer

price per Centaurus Share traded on ASX has traded between 32.5 cents and 39 cents. On 2 December 2009, Centaurus Share price closed at 34 cents.

Centaurus Optionholders will also benefit from the same bid premium through the issue of an equivalent number of Glengarry Options on terms similar to the Share Offer. Centaurus Optionholders are offered eight (8) new Glengarry Options for every one (1) Centaurus Options held, with the exercise price of each Glengarry Option equal to one eighth of the exercise price of the Centaurus Option held. The other terms and conditions of the Glengarry Options, including the expiry date, are substantially the same as the existing Centaurus Options.

Centaurus Securityholders should be aware that the prices of Centaurus Shares and Glengarry Shares (and therefore the implied value of the Share Offer) may fluctuate upwards or downwards prior to the close of the Share Offer.

Implied Share Offer premium to the trading price of Centaurus Shares on 6 November 2009, the Pre-Announcement Trading Date

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60
22% Premium
55 Implied Offer Value over time (Glengarry share price x the offer ratio of 8) Date) (implied offer price Annoucnement Trading as at 6 Nov 09 (Pre- Announcement Date
of 41.6 cents)
50
Glengarry implied Offer
based on 1 month VWAP
45 43.9 cents
35% Premium
based on 1 month VWAP for
40 Glengarry and Centaurus
Shares Centaurus 1 month
VWAP 32.5 cents
35 Centaurus share price
30 18% Premium
based on Glengarry Shares
as at 2 Dec 09 (implied
offer price of 40.0 cents)
25
20
Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09
Cents per share
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* Last practicable trading date before the Date of the Target's Statement
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4.3 Improved financial resources

If Glengarry acquires all of the Centaurus Securities following completion of the Glengarry Offers it is expected that:

• the Merged Entity will have pro forma cash resources of approximately $9.1 million based on the balance sheet of the two companies at 31 October 2009 after allowance for transaction costs, but before ongoing operational cashflow of both companies from that date until completion of the merger (refer to section 7.1 of the Bidder’s Statement); and

• Centaurus Shareholders will hold 53% of the enlarged Glengarry’s equity and Glengarry Shareholders will hold the other 47%.

As announced by Centaurus to the market on 28 October 2009, the scoping study for the Itambé project concluded that the required development capital for stage one and stage two of the project is in the order of US$12 million. The Merged Entity will be far better funded than the standalone Centaurus and it is expected that stage one production at Itambé can be achieved without further need for funding.

The principal alternative option to the Glengarry Offers considered by the Centaurus Directors was to remain a standalone entity and seek to raise additional equity to progress its Brazilian projects. The

Centaurus Target’s Statement 3

Reasons Why You Should Accept the Glengarry Offer

Centaurus Directors consider that the ownership dilution that would result from either a single large capital raising or a series of smaller progressive capital raisings to provide an equivalent amount of development funding as the Glengarry Offers could result in existing Centaurus Shareholders having a lower percentage equity ownership interest in Centaurus’ Brazilian projects than the 53% ownership interest that would result from the Glengarry Offers.

Centaurus’ funding requirements are discussed further in Section 5.2.

4.4 Possible decrease in Centaurus Share price

The Directors consider that the Centaurus Share price might fall in the absence of the Share Offer or in the absence of another equivalent or Superior Proposal for the following reasons:

• in the one month up to and including the Pre-Announcement Trading Date, Centaurus Shares traded on ASX at a VWAP of 32.5 cents; and

• Centaurus will need to raise additional equity in the short term and this may result in downward pressure on the Centaurus Share price.

Although the Centaurus Directors consider there is a real risk the share price may fall if the Offers are not successful, the Centaurus Directors cannot predict the magnitude of any potential fall and note that the Centaurus Share price is influenced by a range of company-specific and general market related factors.

Centaurus Share price history to 2 December 2009

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80.0 3.0
Announcement
of GGY Offers
70.0
2.5
60.0
2.0
50.0
40.0 1.5
30.0
1.0
20.0
0.5
10.0
0.0 0.0
Volume (RHS axis) Close Price
Cents per share
Daily Traded Volume (million)
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4 Centaurus Target’s Statement

Reasons Why You Should Accept the Glengarry Offer

The recent price history of Glengarry Shares is shown below.

Glengarry Share price history to 2 December 2009

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8.0 Announcement 3.0
of GGY Offers
7.0
2.5
6.0
2.0
5.0
4.0 1.5
3.0
1.0
2.0
0.5
1.0
0.0 0.0
Volume (RHS axis) Close Price
Cents per share
Daily Traded Volume (million)
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4.5 Other matters

If you choose not to accept a Glengarry Offer made to you, there are potential consequences of which you should be aware:

• The Glengarry Offers are subject to a 90% minimum acceptance condition which may only be waived with the consent of the Centaurus Directors (see Section 5.7). If this acceptance level is not achieved, or the condition is not waived (which requires the consent of the Centaurus Directors), then the Glengarry Offers will not proceed to completion and the price of Centaurus Shares may fall towards the price at which it was trading before the announcement of the Glengarry Offers was made on 11 November 2009 (refer to Section 4.4).

• If the Glengarry Offers do not proceed to completion, then Centaurus will need to raise additional equity funding for the development of its Brazilian projects and for on-going corporate, operational and working capital purposes, potentially at the start of 2010, as discussed in Section 5.2. Depending on the pricing and form of any equity raising, this may have materially dilutive effects for existing Centaurus Shareholders.

• If the Glengarry Offers do not proceed to completion, then Centaurus will bear the transaction costs incurred by it in pursuing the transactions contemplated by the Glengarry Offers.

The Centaurus Directors encourage you to read the Target's Statement and the Bidder's Statement in their entirety and seek appropriate advice from your broker, financial advisor or other professional advisor, having regard to your individual risk profile, portfolio strategy, tax considerations and financial circumstances.

Centaurus Target’s Statement 5

5. Important matters for Centaurus Securityholders to consider

In making a decision whether to accept the Glengarry Offers you should carefully consider your personal circumstances and have regard to the following matters.

5.1 Overview of Centaurus

Centaurus is focussed on the development of a portfolio of niche iron ore production assets in the worldclass “Iron Quadrangle” region of south-eastern Brazil. First production from these assets is anticipated in 2010.

Centaurus is aiming to develop multiple production centres within a 150km radius of the city of Belo Horizonte – a region which hosts some of the largest iron ore mines in the world including the Minas-Rio operation (Anglo-American) Brucutu and Itabira Mines (Vale).

Project location is shown on the map below.

Project Location

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In the short term, the Company aims to initially develop one or two operations with low capital and operating expenditure sufficient to support a target of approximately 1 million tonnes per annum (Mtpa) from each site based on mine gate sale arrangements with existing producers and smelters in the Iron Quadrangle. Production is expected to commence in the fourth quarter of 2010. This is intended to provide the cash flow and resources to support the Company’s broader objective of developing a JORC c o mpliant resource exceeding 250 million tonnes grading 30-45% Fe[1] base of iron ore as well as

1 References to targets of iron ore tonnages and grades are only conceptual in nature as, where these are targets are mentioned, there has been insufficient or unverified exploration data to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource.

6 Centaurus Target’s Statement

Important Matters to Consider

exploration of its highly prospective Ponte de Pedro Manganese Project, where its objective is to delineate +10Mt of manganese resources grading 32-45% Mn[2] .

5.1.1. Itambé Iron Ore Project

The Itambé Iron Ore Project is Centaurus’ most advanced Brazilian iron ore project. This project is 100% owned by Centaurus.

Itambé is in the state of Minas Gerais and located near the city of Belo Horizonte in Brazil’s Iron Quadrangle. The project is comprised of ten tenements. Centaurus has focussed its resources on exploring and developing the Itambé-1 tenement in order to meet planned development and production timeframes.

To date, an initial JORC compliant resource of 15.5 million tonnes of iron ore (Inferred JORC category) with an average grade of 37.2% Fe has been delineated at Itambé-1. The project is proposed to be developed in two stages:

• Stage One

• Centaurus is planning to progress stage one trial mining to meet a production target of December 2010 (subject to obtaining all necessary regulatory licences and approvals) in accordance with the Brazilian “Trial Mining” regulations, which allows for a low-impact, low-cost mining of up to 300,000 tonnes of run of mine material.

• Stage one is expected to produce mainly two direct shipping ore lump products of >63% Fe. Fines products are planned to be stockpiled for wet processing and beneficiation as part of stage two.

• Capital expenditure is estimated at US$1.15 million (including maximum Brazilian tax and installation costs) and US$13.38 operating costs (inclusive of assumed delivery costs) per tonne of ore produced.

• Stage Two

• Development will involve a mine expansion to an estimated production rate of up to 1 Mtpa of product.

• Stage two is expected to produce >65% Fe sinter products.

• Capital expenditure is estimated at US$11.02 million and operating costs at US$12.91 per tonne of ore produced, based on a 500ktpa operation.

On 28 October 2009, Centaurus announced that it had concluded a scoping study based on the Itambé project, with positive results, including production from both stage one and stage two, the results projected gross margins of A$15.90 per tonne of ore, a pre tax NPV of A$19.6 million and 37% IRR (based on a 500ktpa operation).

A full feasibility study is scheduled to commence at Itambé based on a proposed 1Mtpa operation of beneficiated product containing +65% Fe and with sales into the domestic Brazilian steel industry. Work on the feasibility study, including a resource drill out, is expected to commence in the March 2010 quarter.

5.1.2. Passabem Iron Ore Project

1 References to targets of manganese tonnages and grades are only conceptual in nature as, where these are targets are mentioned, there has been insufficient or unverified exploration data to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource.

2 References to targets of manganese tonnages and grades are only conceptual in nature as, where these are targets are mentioned, there has been insufficient or unverified exploration data to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource.

Centaurus Target’s Statement 7

Important Matters to Consider

Passabem is Centaurus’ second most advanced Brazilian iron ore project. This project is 100% owned by Centaurus.

An initial 2.6 million tonne iron ore resource (Inferred JORC category) with an average grade of 31.2% Fe has been defined at Passabem.

A scoping study is planned to commence once further funding is sourced, including further resource drilling over the remaining 90% of the known iron formation which has not yet been drill tested.

5.1.3. Other Projects

Centaurus’ other Brazilian and Australian projects are summarised below:

• Ferros Iron Ore Project (100% interest): Potentially the next project to be explored after Itambé and Passabem;

• Rio Pardo Iron Ore Project (100% interest): A potential large-scale iron ore exploration project in the northern part of the Minas Gerais state;

• Ponte de Pedra Manganese Project (100% interest): Located in the State of Minas Gerais in Brazil, this is a project with a number of prospective manganese exploration targets that are still to be adequately tested;

• the Dish Gold Project (100% interest): Located in the Lachlan Fold belt of New South Wales, highly prospective for Wyoming-style orogenic gold systems; and

• other gold tenements : Centaurus also holds a 100% interest in a number of highly prospective gold tenements in the Rio Grande do Sul and Santa Catarina regions of southern Brazil.

Centaurus holds further projects that comprise un-granted tenements (Guanhães, Itamarandiba and Serra do Bicho), however no work can be conducted on these projects until such time as the tenements are granted. For further information regarding Centaurus, please refer to Centaurus’ 2009 Annual Report, Centaurus' latest quarterly activities report for the period ended 30 September 2009 and Centaurus' other announcements to ASX. These documents are available on Centaurus’ website at www.centaurus.com.au and the ASX website at www.asx.com.au, or can be obtained by contacting Centaurus on +61 (0)8 9321 6201 between 8.30am and 5.30pm Monday to Friday.

5.2 Centaurus ’ funding requirements

As at 31 October 2009, Centaurus had cash reserves of approximately $1.4 million. In order to pursue its Brazilian project development and exploration objectives, and to fund general corporate, operational and working capital requirements additional funds will be required by Centaurus. As discussed in Section 5.1.1, Centaurus has released the results of its scoping study for the Itambé project. The scoping study estimated the stage one and stage two required development capital in the order of US$12 million, with additional expenditure required for further drilling and exploration to advance the project up to the announced stage two operations. A further $3.5 million is expected to be spent at Passabem to progress it through to a completed feasibility study. The capital expenditure requirements for Passabem will be determined following completion of a scoping study.

Should the Glengarry Offers be successful, it is expected that the Merged Entity will have pro-forma cash reserves of approximately $9.1 million at 31 October 2009. This amount is expected to be sufficient to fund Centaurus operations to stage one production; complete the Passabem scoping study; commence the Itambé feasibility study; and commence the drilling program at Passabem and Rio Pardo.

In the absence of the Glengarry Offers, Centaurus will require additional equity funding in early 2010 to progress its development plans.

8 Centaurus Target’s Statement

Important Matters to Consider

Centaurus does not currently have any alternative funding proposals in place and consequently the Directors cannot provide you with an estimate of the amount or the price at which any additional equity may be raised, if it in fact it could be raised.

While the current equity markets are considered more accessible than in the early stages of the Global Financial Crisis, the Centaurus Directors are of the opinion that it would be difficult in the current market to raise through a capital raising an equivalent amount of equity to that expected to be provided by the Glengarry Offers. A more likely scenario is considered to be a series of smaller capital raisings, most likely at a discount rather than a premium to the traded price of Centaurus Shares at the time of the raising. This strategy, should it be possible to execute, would continue to be time intensive for management and would result in Centaurus continuing to be viewed by the market as poorly funded – a fact which the Centaurus Directors believe has negatively impacted the Share price over the preceding year.

5.3 Information in relation to Glengarry

Glengarry is an ASX listed exploration company. Section 4 of the Bidder's Statement provides corporate, operational and financial information regarding Glengarry.

Further information regarding Glengarry is provided on its website at www.glengarry.com.au.

5.4 Glengarry's intentions with respect to the Glengarry Offers and Centaurus

Glengarry has advised that following successful completion of the Glengarry Offers, it intends to focus on Centaurus’ Brazilian iron ore projects. The management and work force will be integrated and the Board of the enlarged Glengarry is proposed to include:

Didier Murcia Non-Exec. Chairman B.Juris, LLB	Mr Murcia is a lawyer with 25 years legal and corporate experience in the resources industry. He is currently a non-executive director of emerging iron ore producer, Gindalbie Metals Ltd, a position he has held for over 12 years and where he has been part of the growth of the company from a market capitalisation of $20 million to currently over $650 million. Mr Murcia is also a non-executive director of gold explorer Gryphon Minerals, oil and gas producer Target Energy Ltd and LSE listed Aminex plc. Mr Murcia also holds the position of Honorary Australian Consul for the United Republic of Tanzania. Mr Murcia is Chairman and founding director of Perth-based legal group Murcia Pestell Hillard, where he practises predominantly in commercial and resource law with a particular emphasis on the provision of strategic and commercial advice.
Darren Gordon Managing Director B.Bus, CA, Ffin, ACIS, MAICD	Mr Gordon is a Chartered Accountant with over 15 years experience in the mining industry as a senior finance and resources executive. Darren is the former Chief Financial Officer and Company Secretary for Gindalbie Metals Ltd, working with the company for over nine years. Mr Gordon has developed strong experience with project finance and capital markets particularly in the resource sector. Mr Gordon was part of the senior management team that oversaw the rise of Gindalbie’s market capitalisation from $20 million to over $500 million. Mr Gordon’s time with Gindalbie included the signing of an A$534 million equity funding agreement with the Chinese steel producer Ansteel and completion of a definitive feasibility study over the $1.8 billion Karara Iron Ore Project.

Centaurus Target’s Statement 9

Important Matters to Consider

Keith McKay

Non-Exec. Director B.Bus, CA, Ffin, ACIS, MAICD

Mr McKay is a geologist with 40 years technical and corporate experience in the mining industry as a senior executive, director and chairman. Keith is the former Chairman of Gindalbie Metals Limited.

Mr McKay was also the former Managing Director of Gallery Gold Limited and Battle Mountain (Aust.) Ltd.

Geoff Clifford

Non-Exec. Director

B.Bus, FCPA, FCIS

Mr Clifford is an accountant with over 30 years experience in senior accounting, finance, administration and company secretarial roles in the mining, retail and wholesale industries.

Mr Clifford is currently the Chairman of Western Australian iron ore producer, Atlas Iron Ltd, a company that has seen its market capitalisation grow to over $750 million since it listed 5 years ago.

He has also gained significant iron ore expertise through his previous roles as nonexecutive director of Aztec Resources Ltd before it was acquired by Mt Gibson Iron Ltd and General Manager Administration and Company Secretary of Portman Limited before it was taken over by US iron ore group Cliffs Natural Resources.

Mr Clifford also holds non-executive director roles with Fox Resources Ltd and RMA Energy Ltd.

Peter Freund Mr Freund has 40 years of engineering and major resource project development experience with considerable relevance to all aspects of iron ore mining, processing Operations Director and other steel-making minerals. He held managing executive roles on major Mechanical resource and infrastructure project developments with BHP, MIM, and Gindalbie. His Engineer,FAusIMM experience includes management of international joint ventures, stakeholder and (CP), F AIM statutory approvals negotiations, development of product markets, processing technology development, debt financing and establishment of operating organisations. He also has specifically relevant experience in South American resource project development, operations and mining industry participation.

Richard Hill Mr Hill has over 16 years experience in the resource industry as both a solicitor and a geologist. He has a diversity of practical geological experience as a mine based and Non-Exec. Director exploration geologist. In his commercial and legal roles, he has been involved in B. Juris, LLB., B.Sc. project generation and evaluation, acquisition and joint venture negotiation, mining (Geology) (Hons), law and land access issues as well as local and overseas marketing and fund raising. ASIA He also founded a series of ASX listed mining companies. His professional associations include membership of the Australian Institute of Mining and Metallurgy, the Financial Services Institute of Australia and the Geological Society of Australia.

Following successful completion of the Glengarry Offers, Centaurus’ current Managing Director, Mark Papendieck, has agreed to step down from the Centaurus Board, but will remain an integral part of the new senior management team as the Commercial General Manager for the Merged Entity.

You should read section 6 of the Bidder's Statement which details Glengarry's intentions in respect of the businesses, assets and employees of Centaurus.

5.5 Risk factors

Section 9 of the Bidder's Statement outlines the risks that Centaurus Securityholders may face when investing in Glengarry Shares and / or Glengarry Options, as applicable. If you require further information regarding such risks in order to make a decision as to whether or not to accept the Glengarry Offers, please contact your professional adviser.

Neither Centaurus nor any of its officers or advisers accepts any liability or responsibility in respect of movement in Glengarry Share prices before, during or following the close of the Glengarry Offers.

10 Centaurus Target’s Statement

Important Matters to Consider

5.6 Likelihood of the conditions being satisfied

The Share Offer is subject to a number of conditions, which are outlined in section 1.9 of Annexure A of the Bidder's Statement and summarised briefly in Section 11.2. The most important of these is the 90% minimum acceptance condition. The Option Offer is subject to a number of conditions, which are set out in section 1.7 of Annexure B of the Bidder's Statement and are summarised in Section 11.3.

Whilst the Centaurus Directors believe that the conditions are all likely to be satisfied, you should be aware that there is a risk that some of the conditions may not be satisfied. If this occurs, and Glengarry does not waive the conditions, the Glengarry Offers will lapse and you will retain your Centaurus Securities.

5.7 90% Minimum Acceptance Condition

Given the importance of the Merged Entity having full and unfettered access to the existing Glengarry cash to progress the Centaurus projects, the Glengarry Directors and the Centaurus Directors consider it of great importance that Glengarry achieves 100% ownership of all Centaurus Securities. It is for this reason that, under the terms of the Implementation Agreement, Glengarry is only permitted to waive its 90% minimum acceptance condition with the consent of the Centaurus Board.

Given the Centaurus Directors’ intention to accept the Offers (in the absence of a Superior Proposal), the 19% pre-acceptances for the Share Offer held by Glengarry and feedback received from Centaurus Shareholders to date, the Centaurus Directors consider the prospects of the 90% minimum acceptance condition being satisfied are reasonable.

In the event the 90% minimum acceptance condition is not met by the end of the Offer Period (currently scheduled to close on 15 January 2010, but which may be extended by Glengarry in accordance with section 630(3) of the Corporations Act), the Centaurus Directors will consider all information available at that time, including the level of acceptances received by Glengarry and engage with the Glengarry Board to determine whether appropriate inter-company funding arrangements can be agreed that would enable them, acting in the best interests of all Centaurus Securityholders, to consent to Glengarry, assuming it wishes to do so, waiving the minimum acceptance condition. In such circumstances, Centaurus would remain a listed ASX company with Glengarry being the major shareholder and any Centaurus Shareholder or Centaurus Optionholder who did not accept a Glengarry Offer will continue as minority shareholder or optionholder in Centaurus.

In the event that the 90% minimum acceptance condition is not met and the Centaurus Directors do not consent to Glengarry waiving its minimum acceptance condition then the Glengarry Offers will lapse. In that event all Centaurus Securityholders will retain their Centaurus Securities, Centaurus will continue as a standalone entity and Centaurus will need to quickly pursue alternative sources of development funding.

Centaurus Target’s Statement 11

Important Matters to Consider

5.8 Superior Proposal

If you accept the Glengarry Offers, then unless you are able to withdraw your acceptance in the circumstances described in Section 11.7, you will forgo the opportunity to benefit from any Superior Proposal by another party for your Centaurus Securities should such a proposal eventuate. At the date of this Target's Statement, the Centaurus Directors are not aware of any Superior Proposal.

If Glengarry varies the Glengarry Offers to increase the consideration it is offering for your Centaurus Securities, you will be entitled to receive the increased consideration, even if you have already accepted a Glengarry Offer, unless one of the defeating conditions attached to the revised Offer is triggered and Glengarry does not waive that condition, in which case the revised Offer will lapse and you will retain your Centaurus Securities.

5.9 Taxation matters

The taxation consequences of accepting the Glengarry Offers depend on a number of factors and will vary depending on your particular circumstances. Your income tax and CGT liabilities will depend on your personal circumstances and the decisions you make. It is strongly recommended that you seek independent taxation advice in regard to your personal situation.

Section 8 of the Bidder's Statement provides detailed information on possible Australian tax implications for Centaurus Securityholders.

The following is a summary of the Australian tax consideration provided in the Bidder’s Statement:

• If you accept the Glengarry Offers, you may trigger a Capital Gains Tax ( CGT ) event.

• In the event that Glengarry acquires at least 80% of Centaurus Shares, then Centaurus Shareholders may be eligible to obtain CGT roll-over relief under CGT scrip-for-scrip rules. In the event that Glengarry does not acquire in excess of 80% of Centaurus Shares, then CGT scrip-for-scrip roll-over relief will not be available to Centaurus Shareholders.

• In the event that Glengarry acquires at least 80% of Centaurus Options, then Centaurus Optionholders may be eligible to obtain CGT roll-over relief under CGT scrip-for-scrip rules. In the event that Glengarry does not acquire in excess of 80% of Centaurus Options, then CGT scrip-for-scrip roll-over relief will not be available to Centaurus Optionholders.

• As noted in Section 5.7, Glengarry’s Offers are subject to a 90% minimum acceptance condition that cannot be waived without the consent of the Centaurus Board. The taxation implications, including availability of roll-over relief, will be one of the factors considered by the Centaurus Directors in considering whether to consent to Glengarry, if it wishes to do so, waiving the 90% minimum acceptance condition.

Please refer to section 8 of the Bidder's Statement for further details on possible Australian tax implications for Centaurus Securityholders. Neither Centaurus nor any of its officers or advisers accepts any liability or responsibility in respect of any statement concerning taxation consequences, or in respect of the taxation consequences themselves.

12 Centaurus Target’s Statement

Important Matters to Consider

5.10 Foreign Centaurus Shareholders

Foreign Centaurus Shareholders are those Centaurus Shareholders whose address, as entered in the register of members of Centaurus, is in a place outside Australia and its external territories, New Zealand or Singapore and who have not appointed an agent in Australia to receive and accept the Share Offer on their behalf. Further, a person will not be a Foreign Centaurus Shareholder if Glengarry is satisfied, acting reasonably, that the laws of the country of residence of that Centaurus Shareholder (as shown in the Centaurus register) permit the issue and allotment of Glengarry Shares either unconditionally or after compliance with conditions which Glengarry in its sole discretion regards as acceptable.

Foreign Centaurus Shareholders will not be entitled to receive Glengarry Shares as consideration for Centaurus Shares under the Share Offer. If you are a Foreign Centaurus Shareholder and either accept the Offer or are subject to compulsory acquisition then Glengarry will:

• arrange for the issue to an ASIC approved Sale Nominee of the number of Glengarry Shares to which you and all other Foreign Centaurus Shareholders would have been entitled;

• cause the Sale Nominee to offer for sale, those Glengarry Shares on the ASX, as soon as practicable and in any event no more than 15 Business Days after the expiry of the Offer Period for the Share Offer, in such a manner, at such price and on such other terms and conditions as are determined by the Sale Nominee acting in good faith; and

• promptly pay, or procure that the Sale Nominee pays, to you the proportional net proceeds amount ascertained in accordance with the description in section 1.8 of Annexure A to the Bidder's Statement.

Refer to section 1.8 of Annexure A to the Bidder's Statement for further details.

5.11 Transaction expenses

The Glengarry Offers have resulted in Centaurus incurring transaction related expenses that would not otherwise have arisen. Expenses include fees and costs (including those conditional on merger completion) payable to legal and financial advisers and other transaction-related expenses which will have a negative impact on Centaurus' cash position of approximately $0.45 million.

Centaurus Target’s Statement 13

6. How to accept the Glengarry Offers

You may accept a Glengarry Offer either by completing the relevant Acceptance Forms enclosed with the Bidder’s Statement or by instructing your broker to accept the Offer. Your acceptance must be received before 5.00pm (WST) on 15 January 2010, unless the Offer Period is extended, to be valid.

6.1 Issuer sponsored Centaurus Shareholders

If your Securityholder Reference Number commences with an “I”[*] this indicates your Centaurus Shares are Issuer sponsored. To accept the Share Offer you should complete and sign the Share Acceptance Form (which accompanies the Bidder's Statement) in accordance with the instructions. You should then send the Share Acceptance Form to the address provided on the form.

6.2 CHESS sponsored Centaurus Shareholders

If your Holder Identification Number commences with a “X”[*] this indicates your Centaurus Shares are CHESS sponsored. To accept the Share Offer you should:

• call your broker and instruct your broker to initiate acceptance of the Share Offer in accordance with Rule 14.14 of the ASTC Settlement Rules; or

• complete, sign and send the Acceptance Form (which accompanies the Bidder's Statement) directly to your broker; or

• complete and sign the Share Acceptance Form and lodge it by returning it to the address set out on the Share Acceptance Form. This will authorise Glengarry to instruct your broker to initiate acceptance of the Share Offer on your behalf.

6.3 Centaurus Optionholders

If you hold Centaurus Bid Options you should complete and sign the Option Acceptance Form in accordance with the instructions on the form. Once completed and signed, lodge it by returning it to the address set out in the Option Acceptance Form.

14 Centaurus Target’s Statement

7. Frequently asked questions

You may have questions regarding the Glengarry Offers. The following set of questions and answers is intended to assist in your understanding of the Glengarry Offers. If you have other questions, please contact Centaurus on +61 8 9321 6201 between 8.30am and 5.30pm (WST) Monday to Friday.

7.1 Frequently asked questions

Question	Answer
1.What are the Centaurus Directors’ recommendations?	In the absence of a Superior Proposal, the Centaurus Directors unanimously recommend that you accept the Glengarry Offers.
2.What happens if I accept the Glengarry Offers now?	You will be unable to sell or transfer your Centaurus Shares (on ASX or otherwise); exercise your Centaurus Bid Options; or accept any other bid for your Centaurus Securities, unless either the Glengarry Offers are unsuccessful or the Glengarry Offers are extended by a period of more than one month while they remain conditional (refer to Section 11.7). If you accept the Glengarry Offers and they become unconditional, you will be obliged to sell your Centaurus Securities to Glengarry and you will receive the Share Consideration or Option Consideration (as applicable).
3. Can I withdraw my acceptance?	You may only withdraw your acceptance if the Glengarry Offers are still conditional and Glengarry varies its Offers such that it extends for more than one month the time Glengarry has to meet its obligations to pay you the relevant consideration for the purchase of your Centaurus Shares or Centaurus Bid Options (as applicable).
4.Can I accept a Glengarry Offer for only some of my Centaurus Securities?	You may only accept the Glengarry Offers in respect of all the Centaurus Shares and / or all of the Centaurus Bid Options you hold.
5.When do I have to accept the Glengarry Offers by	You can accept the Glengarry Offers up until the end of the Offer Period, which is currently scheduled to end at 5.00pm (WST) on 15 January 2010. If the Offers remain conditional, Glengarry must indicate no later than seven (7) days before the end of the Offer Period for each Glengarry Offer whether it intends to extend the Offer Period. If the relevant Glengarry Offer is declared free from its conditions, the Offer Period may be extended at any time.
6.If I do not accept, can I be forced to sell my Centaurus Securities?	If Glengarry acquires a relevant interest in at least 90% of all Centaurus Shares (or 90% of all Centaurus Bid Options, as the case may be), by the end of the Offer Period, and it then proceeds to the compulsory acquisition (pursuant to the Part 6A Division 1 of the Corporations Act) you will be forced to sell your Centaurus Shares or Centaurus Bid Options (as applicable) Glengarry has indicated in section 6.4 of its Bidder's Statement that if it satisfies the required thresholds it intends to compulsorily acquire any outstanding Centaurus Securities.

Centaurus Target’s Statement 15

Frequently Asked Questions

Question	Answer
7.What if there is a competing transaction?	The Directors will carefully consider the merits of any competing transaction and provide you with additional supplementary information including whether there is any change in their recommendation to accept the Glengarry Offers. If the Centaurus Directors change their recommendation due to a Superior Proposal emerging, then Centaurus must pay the break fee of $148,722 to Glengarry, being the amount equal to 1% of Glengarry’s market capitalisation as at the Pre-Announcement Trading Date in accordance with section 10.17(d) of the Bidder’s Statement.
8.What will happen if Glengarry increases its offer?	If you accept the Glengarry Offer and Glengarry subsequently increases the Share Consideration or the Option Consideration (as applicable) and that Glengarry Offer becomes unconditional, you will receive the increased Share Consideration or Option Consideration for your Centaurus Shares or Centaurus Bid Options (as the case may be).
9.When do the Glengarry Offers close?	The closing date for the Glengarry Offers is currently 5.00pm (WST) on 15 January 2009, but the Glengarry Offers can be extended or withdrawn by Glengarry before that date (subject to the Corporations Act).
10.The Glengarry Offers are conditional. What does that mean?	The conditions of the Glengarry Offers must be satisfied or waived by Glengarry before any sale contract between yourself and Glengarry can complete. If the conditions are not satisfied or waived before the end of the Offer Period, the relevant Glengarry Offer will lapse and all contracts resulting from the acceptance of that Glengarry Offer will be void. You will then be free to deal freely with your Centaurus Shares or Centaurus Bid Options (as applicable). The conditions are detailed in section 1.9 of Annexure A of the Bidder’s Statement and section 1.7 of Annexure B of the Bidder’s Statement, and are summarised in Section 11.
11.Should I wait until the Glengarry Offers are unconditional before considering acceptance?	The Directorsdo not recommend you wait until the Glengarry Offers are unconditional before accepting, as your acceptance may be needed to enable Glengarry to meet the 90% minimum acceptance condition. As set out in Section 5.7, Glengarry cannot waive this 90% minimum acceptance condition without the consent of the Centaurus Directors. You will not receive the consideration for your Centaurus Shares or Centaurus Bid Options unless and until the Share Offer or Option Offer (as the case may be) becomes unconditional.
12.What happens if the conditions to the Glengarry Offers are not satisfied or waived?	If the conditions are not satisfied or waived before the end of the Offer Period, then the relevant Glengarry Offer will not proceed and you will not receive the Share Consideration or Option Consideration (as the case may be) even if you had accepted the Glengarry Offer. You will continue to hold your Centaurus Securities and be free to deal with them as if the Glengarry Offers had not been made.
13.What happens to Centaurus if the Glengarry Offers are not successful?	If the Glengarry Offers do not proceed (because the conditions to the Glengarry Offers are not satisfied or waived before the end of the Offer Period, or for any other reason), Centaurus will continue as a standalone entity.

16 Centaurus Target’s Statement

Frequently Asked Questions

Question	Answer
14.If I accept, when do I receive the Share Consideration and / or Option Consideration?	If you accept a Glengarry Offer, the Share Consideration or Option Consideration (as applicable) will be paid to you by the earlier of:  one month after that relevant Glengarry Offer becomes unconditional; and  21 days after the end of the relevant Offer Period.
15.Will I need to pay brokerage or stamp duty if I accept a Glengarry Offer?	You will not pay brokerage or stamp duty if you accept a Glengarry Offer (except if you are a Foreign Centaurus Shareholder - refer to section 1.8 of Annexure A to the Bidder's Statement).
16.What if I have other questions?	If you have any further questions please call Centaurus on +61 (0)8 9321 6201 between 8.30am and 5.30pm (WST) Monday to Friday.

7.2 Frequently asked questions concerning the Share Offer

This Section considers some key questions that you may have about the Share Offer in respect of your Centaurus Shares and should be read in conjunction with the entire Target's Statement.

Question	Answer
1.What is the Share Offer?	The Share Offer is to acquire all of your Centaurus Shares with the consideration being 8 Glengarry Shares for every 1 Centaurus Share held.
2.What choices do I have as a Centaurus Shareholder in relation to the Share Offer?	As a Centaurus Shareholder you have the following choices: 1. Accept the Share Offer, in which case you should follow the instructions in the Bidder's Statement or in Section 6. 2. Sell your Centaurus Shares on ASX. You will receive a cash amount according to the prevailing market value of your Centaurus Shares, less any brokerage payable. 3. Reject the Share Offerby doing nothing and ignoring all documents sent to you by Glengarry. However, you should note that if you don’t accept the Share Offer you your Centaurus Shares may still be compulsorily acquired by Glengarry in the event that the level of acceptances reaches 90% of all Centaurus Shares. For further information refer to Section 9. You may wish to seek legal, financial, or taxation advice from your professional adviser regarding the action that you should take in relation to the Share Offer.

Centaurus Target’s Statement 17

Frequently Asked Questions

Question	Answer
3.What are the Centaurus Directors intentions in relation to the Share Offer?	The Centaurus Directors intend to accept the Share Offer in relation to the Centaurus Shares they hold or control, in the absence of a Superior Proposal.
4.Can I sell my Centaurus Shares on the stock exchange?	Yes, provided you have not accepted the Share Offer or you have validly withdrawn any acceptance due to the payment date being extended by more than one month.
5.What if I don't want Glengarry Shares?	If you do not want Glengarry Shares you have the following options:  sell your Centaurus Shares on ASX; or  do nothing and remain a minority shareholder in Centaurus (unless Glengarry is entitled to and elects to compulsorily acquire all your Centaurus Shares).
6.What are the tax implications of accepting the Share Offer?	This depends on the level of acceptances received by Glengarry, your personal tax position and the price at which you originally acquired your Centaurus Shares. If Glengarry acquires ownership of 80% of Centaurus Shares, rollover relief should be available to Centaurus Shareholders who are subject to Australian taxation for the portion of the capital gain that is made from the receipt of Glengarry Shares as consideration. If Glengarry does not acquire ownership of 80% of Centaurus Shares, rollover relief will not be available. Further information is provided in section 8 of the Bidder's Statement. You should consult your taxation adviser for detailed taxation advice before making a decision as to whether or not to accept the Share Offer.

7.3 Frequently asked questions concerning the Option Offer

This part answers some key questions that you may have about the Option Offer in respect of your Centaurus Bid Options and should be read in conjunction with the entire Target's Statement.

Question

Answer

1.What is the Option Offer?

The Option Offer is to acquire all of your Centaurus Bid Options. The Option Offer provides Centaurus Optionholders with new Glengarry Options. In summary you will receive 8 new Glengarry Options for each Centaurus Option held, the exercise price of which will be one eighth of the existing Centaurus Option exercise price. The expiry date and other terms of the Glengarry Options are the same as your Centaurus Bid Options. Further details are provided in Annexure B of the Bidder's Statement.

18 Centaurus Target’s Statement

Frequently Asked Questions

Question	Answer
2.What choices do I have as a Centaurus Optionholder in relation to the Option Offer?	As a Centaurus Optionholder you have the following choices: 1. Accept the Option Offer, in which case you should follow the instructions in the Bidder's Statement or in Section6. 2. Exercise your Centaurus Bid Options. You will receive Centaurus Shares in accordance with the terms of your Centaurus Bid Options. You will then be eligible to participate in the Share Offer or you may sell your Centaurus Shares on ASX and receive a cash amount according to the prevailing market value of your Centaurus Shares, less any brokerage payable. 3. Reject the Option Offerby doing nothing and ignoring all documents sent to you by Glengarry. Note that your Centaurus Bid Options may be compulsorily acquired by Glengarry in the event that the level of acceptances reaches 90% of all Centaurus Bid Options. For further information refer to Section 10. You may wish to seek legal, financial, or taxation advice from your professional adviser regarding the action that you should take in relation to the Option Offer.
3.What will the Centaurus Directors be doing in relation to their Centaurus Bid Options?	The Centaurus Directors intend to accept the Option Offer in relation to the Centaurus Bid Options they own or control, in the absence of a Superior Proposal.
4.Will my new Glengarry Options be listed?	No.
5.What are the tax implications of accepting the Option Offer?	This depends on the level of acceptances received by Glengarry, your personal tax position and the price at which you originally acquired your Centaurus Bid Options. If Glengarry acquires ownership of 80% of Centaurus Bid Options, rollover relief should be available to Centaurus Optionholders who are subject to Australian taxation for the portion of the capital gain that is made from the receipt of Glengarry Options as consideration. If Glengarry does not acquire ownership of 80% of Centaurus Bid Options, rollover relief will not be available. Further information is provided in section 8.3 of the Bidder's Statement. You should consult your taxation adviser for detailed taxation advice before making a decision as to whether or not to accept the Share Offer.

Centaurus Target’s Statement 19

8. Directors' intentions and Directors' interests

8.1 Details of Directors

The directors of Centaurus as at the date of this Target's Statement are:

• Richard Hill (Non-Executive Director and Chairman[3] );

• Mark Papendieck (Managing Director); and

• Peter Freund (Operations Director).

Darren Gordon, was until his resignation on 6 November 2009 the Non-Executive Chairman of Centaurus. Darren Gordon is the managing director of Glengarry and is a major shareholder in Glengarry. Further information in relation to his position and interests is provided in Section 8.5.

8.2 Directors' interests in Centaurus Securities

At the day before the date of this Target's Statement, the Directors have the following direct and indirect interests in Centaurus Shares:

Centaurus Directors’ interests in Centaurus Shares

			Total Centaurus Shares in which the Director has an interest
Director	Direct interest in Centaurus Shares	Indirect interest in Centaurus Shares
Richard Hill	5,000	1,076,430	1,081,430
Mark Papendieck	350,000	759,500	1,109,500
Peter Freund	0	0	0

3 On 24 November 2009, as a result of the resignation of Darren Gordon, Richard Hill was appointed to Chair the Board until the conclusion of the merger with Glengarry Resources.

20 Centaurus Target’s Statement

Directors’ Intentions and Interests

At the day before the date of this Target's Statement, the Directors had the following direct and indirect interests in Centaurus options:

Centaurus Directors’ interests in Centaurus Options

	Direct interest in Centaurus Options	Indirect interest in Centaurus Options
Director			Exercise price	Expiry date
Richard Hill, Non Executive Director	0	22,215	$1.00	6 January 2012
	1,000,000	0	$0.25	4 August 2012
	0	300,000(2)	$1.90	30 November 2013
Mark Papendieck, Managing Director	750,000	0	$0.25	4 August 2012
	1,000,000(2)	0	$1.90	30 November 2013
Peter Freund(1) Operations Director	0	2,000,000	$0.45	31 October 2014

(1) Peter Freund’s Centaurus Options may be cancelled and replaced with Glengarry Options by private treaty agreement (refer to Section 8.4.3) and are not included in the options that Glengarry is offering to acquire under the Option offer (refer to Section 11.1.2).

(2) These Centaurus Options held by Managing Director Mark Papendieck and Non-Executive Director Richard Hill are to be cancelled for nil consideration (refer to Sections 8.4.1 and 8.4.2).

Further information in relation to the treatment of the Centaurus Options held by Directors is provided in Section 8.4.

8.3 Recommendation of Directors

Each Director recommends that Centaurus Shareholders accept the Glengarry Offers in respect of their Centaurus Securities, in the absence of a Superior Proposal, for the reasons set out in this Target's Statement (particularly the matters discussed in Section 4).

8.4 Directors' intentions in relation to personal holdings

Information on the intentions of the Directors in relation to the Centaurus Options they hold is provided below.

8.4.1. Options held by Managing Director, Mark Papendieck

Under its Option Offer, Glengarry is offering to acquire Mr Mark Papendieck’s 750,000 Centaurus Bid Options, with a $0.25 exercise price and 4 August 2012 expiry date. Mr Papendieck intends to accept the Option Offer in respect of these Options in the absence of a Superior Proposal.

Mr Papendieck has agreed with Glengarry and Centaurus that his 1,000,000 Centaurus Other Options, with a $1.90 exercise price and 30 November 2013 expiry date, will be cancelled for nil consideration, subject to the completion of the Glengarry Offers. Mr Papendieck agreed to this cancellation as part of the overall terms of the Glengarry Offers and to improve the capital structure of the Merged Entity, by reducing the overall number of Glengarry Options on issue post completion of the Glengarry Offers.

Centaurus Target’s Statement 21

Directors’ Intentions and Interests

8.4.2. Options held by Non Executive Director, Richard Hill

Under its Option Offer Glengarry is offering to acquire Mr Richard Hill’s 1,000,000 Centaurus Bid Options (held directly) with $0.25 exercise price and 4 August 2012 expiry date; and 22,215 Centaurus Bid Options (held indirectly) with a $1.00 exercise price and 6 January 2012 expiry. Mr Hill intends to accept the Option Offer in respect of these options in the absence of a Superior Proposal.

Mr Hill has agreed with Glengarry and Centaurus that his 300,000 Centaurus Other Options (held indirectly), with a $1.90 exercise price and 30 November 2013 expiry date, will be cancelled for nil consideration, subject to the completion of the Glengarry Offers. Mr Hill, like his fellow director Mr Papendieck, agreed to this cancellation as part of the overall terms of the Glengarry Offers and to improve the capital structure of the Merged Entity by reducing the overall number of Glengarry Options on issue post completion of the Glengarry Offers.

8.4.3. Options held by Operations Director, Peter Freund

The Centaurus Board was very pleased to recruit experienced executive Peter Freund as the Operations Director. As part of the terms of his appointment to Centaurus, it was agreed to provide Mr Freund with the 2,000,000 Centaurus Options, with a $0.45 exercise price and an expiry date of 31 October 2014. These Centaurus Options are subject to vesting conditions relating to his continued employment with Centaurus. The vesting schedule is as follows:

• Tranche 1 options (500,000 options) vest on 31 January 2010;

• Tranche 2 options (500,000 options) vest on 31 October 2010; and

• Tranche 3 options (1,000,000 options) vest on 31 October 2011.

The grant of these options was approved by Centaurus Shareholders at Centaurus’ Annual General Meeting held on 30 November 2009.

It is anticipated that should the Glengarry Offers complete successfully, Glengarry and Mr Freund will agree that these Centaurus Other Options will be cancelled, with the consideration for their cancellation being the issue of new Glengarry Options on terms no more favourable than those applying under the Glengarry Option Offer.

22 Centaurus Target’s Statement

Directors’ Intentions and Interests

8.5 Interests of former Chairman, Mr Darren Gordon

Mr Darren Gordon, until his resignation from the Centaurus Board on 6 November 2009, was both the Non-Executive Chairman of Centaurus and Managing Director of Glengarry.

Given the potential for a conflict of interest in relation to the Glengarry Offers, prior to his resignation from the Centaurus Board, Mr Gordon was excluded from both the Centaurus board’s and Glengarry board’s deliberations in relation to the Glengarry Offers. During that period the boards of both companies implemented appropriate protocols to avoid any real or perceived conflict of interest in relation to Mr Gordon’s participation in board and management discussions. On 6 November 2009, when discussions between the two companies were advanced, Mr Gordon resigned as a Director of Centaurus.

Whilst he is no longer a Centaurus Director, Mr Gordon holds Centaurus Shares and Centaurus Options. Mr Gordon intends to accept the Offers in respect of the Centaurus Shares and Centaurus Bid Options he owns or controls. Like his former fellow Centaurus Directors, Mr Gordon has agreed that his 500,000 Centaurus Other Options (held indirectly), with a $2.25 exercise price and 30 November 2013 expiry date, will be cancelled for nil consideration, subject to the completion of the Glengarry Offers.

The tables below set out information in relation to Mr Gordon’s security holding interests in both Centaurus and Glengarry.

Mr Gordon’s interests in shares in Centaurus and Glengarry

	Direct interest in shares	Indirect interest in shares		% of Total Issued Shares
Shares			Total
Centaurus Shares	0	921,667	921,667	2.3%
Glengarry Shares	0	44,000,000	44,000,000	15.4%

Mr Gordon’s interests in options in Centaurus and Glengarry

	Direct interest in options	Indirect interest in options
			Exercise price
Options				Expiry date
Centaurus Options	0	200,000	$1.00	6 January 2012
	0	500,000(4)	$2.25	30 November 2013
Glengarry Options	0	1,000,000	$0.05	17 July 2014
	0	1,000,000	$0.075	17 July 2014
	0	2,000,000	$0.10	17 July 2014

4 These Centaurus Other Options held by Mr Darren Gordon are to be cancelled for nil consideration, subject to completion of the Glengarry Offer.

Centaurus Target’s Statement 23

Directors’ Intentions and Interests

8.6 Recent dealings in Centaurus Securities by Directors

Other than as set out in Section 8.4 above, there have been no acquisitions or disposals of Centaurus Securities by Centaurus Directors or any of their respective associates in the four months preceding the date of this Target's Statement.

8.7 Recent dealings in Glengarry Securities by Directors

There have been no acquisitions or disposals of Glengarry Shares or options by Centaurus Directors or any of their respective associates in the four months preceding the date of this Target's Statement.

8.8 No agreement with any Director in connection with the Glengarry Offers

Other than the agreements to cancel the Centaurus Other Options for nil consideration as set out in Section 8.4 above and the Implementation Agreement, there is no agreement between the Centaurus Directors and Glengarry in connection with the Glengarry Offers.

8.9 No interest in Glengarry contracts

No Director has any interest in any contract entered into by Glengarry.

8.10 Benefits

Glengarry has indicated that, subject to the Glengarry Offers being successful, Glengarry intends to seek to retain operational experience inherent in Centaurus’ existing staff.

Refer to section 6 in the Bidder’s Statement for further details.

24 Centaurus Target’s Statement

9. Your choices as a Centaurus Shareholder

The choices that are available to you as a Centaurus Shareholders are set out below. The Directors encourage you to consider your personal risk profile, investment strategy, tax position and financial circumstances before making any decision in relation to your Centaurus Shares.

9.1 Accept the Share Offer

Your Directors recommend, in the absence of a Superior Proposal, that all Shareholders accept the Glengarry Offers and note they intend to accept the Glengarry Share Offers in respect of the Centaurus Shares they own or control.

If you accept the Share Offer you will not be able to sell your Centaurus Shares to anyone else, either on ASX or by accepting any superior proposal that might emerge, unless either the Share Offer is unsuccessful or the Share Offer is extended by a period of more than one month while it is still conditional and you validly withdraw your acceptance (refer to Section 11.7).

If you accept the Share Offer you will not incur any brokerage charges (except if you are a Foreign Centaurus Shareholder - refer to section 1.8 of Annexure A of the Bidder's Statement).

The taxation implications of accepting the Share Offer depend on a number of factors and will vary according to your particular circumstances. A general outline of the Australian tax consequences of accepting the Share Offer is set out in section 8 of the Bidder's Statement.

Details of how to accept the Share Offer are set out in Section 6 and in section 1.5 of Annexure A of the Bidder's Statement.

9.2 Reject the Share Offer

If you do not wish to accept the Share Offer and retain your Centaurus Shares, no action is required.

However, if you do not accept the Share Offer and Glengarry becomes entitled to compulsorily acquire your Centaurus Shares (under the Corporations Act your shares may be compulsorily acquired), you may be paid later than Centaurus Shareholders who chose to accept the Share Offer.

Glengarry has stated in its Bidder’s Statement that if it becomes entitled to 90% of Centaurus’ Shares it intends to progress to compulsory acquisition. Further details on compulsory acquisition are provided in Section 11.10.

If the Share Offer is successful (i.e. if the defeating conditions attached to the Share Offer are satisfied or not triggered as appropriate, or are waived) but Glengarry does not become entitled to compulsorily acquire your Centaurus Shares, you will become a minority shareholder in Centaurus, with potential adverse implications, including those described in Sections 4.4 and 5.2.

9.3 Sell your Centaurus Shares on ASX

You may decide to sell your Centaurus Shares for cash on ASX, provided you have not accepted the Share Offer. If you do sell your Centaurus Shares on ASX:

• you will receive cash payment based on price at which you sell your Centaurus Shares on ASX and will not be able to accept the Share Offer or any other proposal that may emerge; and

• depending on the sale price achieved and brokerage charges incurred you may receive more or less for your Centaurus Shares than the value of the Share Consideration.

The taxation implications of selling your Centaurus Shares on ASX depend on a number of factors and will vary according to your particular circumstances.

You should seek your own specific professional advice regarding the taxation consequences for you of selling your Centaurus Shares on ASX.

Centaurus Target’s Statement 25

10. Your choices as a Centaurus Optionholder

If you are a Centaurus Optionholder, you have three key choices available to you.

The Directors encourage you to consider your personal risk profile, investment strategy, tax position and financial circumstances before making any decision in relation to your Centaurus Bid Options.

10.1 Accept the Option Offer

Each of the Directors recommends that you accept the Option Offer in the absence of a Superior Proposal. The Directors who hold Centaurus Bid Options intend to accept the Option Offer with respect to all of the Centaurus Bid Options they each own or control, in the absence of a Superior Proposal.

If you accept the Option Offer you will not be able to exercise your Centaurus Option, unless either the Option Offer is unsuccessful or the Option Offer is extended by a period of more than one month while it is still conditional (refer to Section 11.7).

The taxation implications of accepting the Option Offer depend on a number of factors and will vary according to your particular circumstances. A general outline of the Australian tax consequences of accepting the Option Offer is set out in section 8.3 of the Bidder's Statement.

Details of how to accept the Option Offer are set out in Section 6 and in section 1.4 of Annexure B to the Bidder's Statement.

10.2 Exercise your Centaurus Bid Options

Provided you have not accepted the Option Offer you can exercise your Centaurus Bid Options. If you exercise your Centaurus Bid Options:

• you will be eligible to participate in the Share Offer; or

• you will be able to sell your Centaurus Shares on ASX (in which case you should note the consequences discussed in Section 9.3).

Any number of your Centaurus Bid Options may be exercised. You can exercise your Centaurus Bid Options by giving written notice to Centaurus, together with a cheque, money order or bank draft in Australian currency drawn on an Australian branch of a financial institution for an amount equal to the exercise price of the relevant Centaurus Bid Options multiplied by the number of options to be exercised.

If you wish to exercise your Centaurus Bid Options with a view to accepting the Share Offer you must allow sufficient time for Centaurus to allot and issue the resulting Centaurus Shares before the expiry of the Offer Period for the Share Offer.

The Centaurus Directors note that the majority of the Centaurus Bid Options are “out of the money” with the exercise price being substantially higher than the current Centaurus Share price of the value implied by the Glengarry Share Offer and advise you carefully consider the implications of selecting this option.

10.3 Do nothing

If you do not wish to accept the Option Offer and wish to retain your Centaurus Bid Options, you do not need to take any action.

If you do not accept the Option Offer and Glengarry becomes entitled to compulsorily acquire your Centaurus Bid Options under the Corporations Act (as it intends to do in certain circumstances, as discussed in section 6.4 of the Bidder's Statement), you may be paid later than Centaurus Optionholders who chose to accept the Option Offer. Refer also to Section 11.10 for details on compulsory acquisition.

26 Centaurus Target’s Statement

11. Important information about the Glengarry Offers

11.1 Glengarry Offer consideration

Glengarry announced a takeover bid on 11 November 2009 for all of the Centaurus Shares and Centaurus Bid Options. The consideration under the Glengarry Offers is:

• Share Consideration: 8 Glengarry Shares for every 1 Centaurus Share held by Centaurus Shareholders; and

• Option Consideration: 8 Glengarry Options for every 1 Centaurus Bid Option held, with the Glengarry Option, having an exercise price of one eighth of the exercise price of the existing Centaurus Bid Options and the same expiry date as the Centaurus Bid Option held.

11.1.1. Resultant equity structure

If the Share Offer is successful and Glengarry moves to 100% control of Centaurus, Glengarry will have 602.8 million shares on issue, with 53% held by current Centaurus Shareholders and 47% held by current Glengarry Shareholders.

11.1.2. Centaurus Option Offer

Centaurus Optionholders will be issued with new equivalent Glengarry Options as consideration for the acquisition of their existing Centaurus Bid Options. Information on the existing Centaurus Bid Options and the new Glengarry Options to be issued is set out in the table below on the assumption that all existing Centaurus Options are acquired.

Information on the Option Offer

		Number of existing Centaurus Options on issue		Number of new Glengarry Options to be issued
	Terms of existing Centaurus Options to be acquired		Terms of new Glengarry Options to be issued as consideration
Tranche
1	Exercisable at $1.00 expiring 27 Nov 2011	1,500,000	Exercisable at $0.12500 expiring 27 Nov 2011	12,000,000
2	Exercisable at $1.00 expiring 6 Jan 2012	439,924	Exercisable at $0.12500 expiring 6 Jan 2012	3,519,392
3	Exercisable at $0.25 expiring 4 Aug 2012	3,750,000	Exercisable at $0.03125 expiring 4 Aug 2012	30,000,000
4	Exercisable at $0.80 expiring 14 Feb 2013	2,000,000	Exercisable at $0.10000 expiring 14 Feb 2013	16,000,000
	Total	7,689,924		61,519,392

The Option Offer is only being made in respect of certain classes of Centaurus Options which are referred to as Centaurus Bid Options. Further information in relation to the treatment of all of the issued Centaurus Options is provided in Section 12.2.

Centaurus Target’s Statement 27

Important Information about the Glengarry Offer

11.2 Conditions of the Share Offer

The conditions of the Share Offer are set out in section 1.9 of Annexure A of the Bidder's Statement. A summary of the Share Offer conditions is as follows:

• 90 percent minimum acceptance: At or before the end of the Offer Period, Glengarry has a relevant interest in such number of Centaurus Shares which represents at least 90% of the aggregate of all the Centaurus Shares on issue at the end of the Offer Period. Glengarry must not waive this minimum acceptance condition without the prior consent of Centaurus to do so.

• No change of control rights: Before the end of the Offer Period, no change of control right becomes triggered as a result of any change of control event in respect of Centaurus (including by reason of Glengarry acquiring Centaurus Shares).

• No regulatory actions: Before the end of the Offer Period for the Share Offer, there are no decisions, orders, decrees issued; no actions or investigation announced; and no application is made to any Government Agency other than by Glengarry.

• No Material Adverse Change: Before the end of the Offer Period for the Share Offer, no Material Adverse Change occurs, is discovered, announced, disclosed or otherwise becomes known to Glengarry (whether or not becoming public).

• No material acquisitions, disposals or new commitments: Neither Centaurus nor any subsidiary of Centaurus may acquire, dispose of, or make new commitments (such as an agreement, joint venture or partnership) to any entity, business or asset, which will impact the Centaurus Group by more than $100,000.

• ASIC waiver: Glengarry applying for and being granted an exemption by ASIC pursuant to section 655A(1)(b) of the Corporations Act to treat, for the purposes of the Takeover Bid, all of the Centaurus Bid Options on issue as one class of Centaurus Options ( ASIC Waiver ).

• Options: Should the ASIC Waiver not be granted, all Centaurus options must be exercised, cancelled or transferred to Glengarry, or an agreement is reached to do so with all Centaurus Optionholders, or Glengarry is entitled to compulsorily acquire all outstanding Centaurus Bid Options in accordance with Chapter 6A of the Corporations Act.

• Withdrawal of resolutions: That the Centaurus Directors will withdraw from the matters to be considered at Centaurus’ annual general meeting to be held on 30 November 2009 the resolutions seeking the approval of Centaurus Shareholders to the grant of up to 2,000,000 options to acquire Centaurus Shares to Mr Mark Papendieck, Mr Richard Hill and Mr Darren Gordon.

• The withdrawal of relevant resolutions 5-7 was undertaken as announced to the market on 24 November 2009. Therefore, as at the date of this Target’s Statement, this condition has been satisfied.

• No Prescribed Occurrences: Before the end of the Offer Period for the Share Offer, no Prescribed Occurrence occurs.

11.3 Conditions of the Option Offer

The conditions of the Option Offer are set out in section 1.7 of Annexure B of the Bidder's Statement. A summary of the Option Offer conditions is as follows:

• 90 percent Minimum acceptance: At or before the end of the Offer Period, Glengarry has a relevant interest in more than 90 percent of all Centaurus Shares.

• Share Offer unconditional: Before the end of the Offer Period, the Share Offer is, or has been declared, unconditional in all respects.

• ASX approval of amendment of option terms : Before the end of the Offer Period for the Option Offer, ASX has provided all such waivers as are required to permit the amendment of the terms of the Centaurus Bid Options to allow transfer to Glengarry without the approval of Centaurus Shareholders pursuant to Listing Rule 6.23.4.

• Regulatory approvals: Before the end of the Offer Period for the Option Offer, Glengarry obtains any regulatory approval required for the Option Offer.

28 Centaurus Target’s Statement

Important Information about the Glengarry Offer

11.4 Likelihood of satisfaction of the conditions

As at the date of this Target's Statement, Centaurus is not aware of any act, omission, event or fact that would result in the breach or non-satisfaction of a condition to the Glengarry Offers.

While the Directors have no reason to believe that the conditions to the Glengarry Offers will not be satisfied, Centaurus is not in a position to state whether the conditions to the Glengarry Offers will be satisfied.

11.5 Implications of conditions not being satisfied

Except for the 90% minimum acceptance conditions described in Section 5.7 above for which Glengarry must obtain the prior written consent of Centaurus, any conditions of the Glengarry Offer which are not satisfied (or triggered, as appropriate) may be waived by Glengarry at any time.

If any condition is unsatisfied (or has been triggered) and has not been waived, Glengarry will have a choice either to proceed with the acquisition of Centaurus Shares under the Glengarry Offer or to allow the Glengarry Offer to lapse with unsatisfied conditions.

11.6 Offer Period

The Offers will be open for acceptance from 9 December 2009 until 5.00pm (WST) on 15 January 2010, unless extended or withdrawn.

The circumstances in which Glengarry may extend or withdraw the Glengarry Offers are set out in sections 1.10 and 1.11 of Annexure A and sections 1.8 and 1.9 of Annexure B of the Bidder's Statement.

11.7 Withdrawal of your acceptance

If you accept a Glengarry Offer (even while it remains subject to defeating conditions) you will not be able to sell your Centaurus Shares on market or exercise your Centaurus Bid Options (if you have accepted the Option Offer) or otherwise deal with your Centaurus Securities, subject to your limited statutory rights to withdraw your acceptance in certain circumstances.

Centaurus Securityholders may only withdraw their acceptance of a Glengarry Offer if:

• the relevant Glengarry Offer conditions are not satisfied or waived by the end of the relevant Offer Period. In that situation, you will be free to deal with your Centaurus Securities; or

• Glengarry varies the relevant Glengarry Offer in a way that postpones the time when Glengarry is required to satisfy its obligations by more than one month, for example if Glengarry extends the relevant Offer Period by more than one month, while the relevant Glengarry Offer is still conditional.

Centaurus Securityholders who accept a Glengarry Offer (even while it is still subject to conditions) will give up their rights to sell or otherwise deal with their Centaurus Securities, until withdrawal rights are exercised.

11.8 When you will receive consideration

If you accept a Glengarry Offer, Glengarry will issue you the Share Consideration and / or the Option Consideration, as the case may be, to which you are entitled on or before the earlier of:

• one month after the later of the Glengarry Offer being validly accepted by you and the Glengarry Offer (or the contract resulting from acceptance of the Glengarry Offer) becoming unconditional; and

• 21 days after the end of the Offer Period.

Centaurus Target’s Statement 29

Important Information about the Glengarry Offer

11.9 Notice of status of conditions

Section 1.9 of Annexure A to the Bidder's Statement indicates that, as required by section 630 of the Corporations Act, Glengarry will give a notice of status of conditions for both the Share Offer and the Option Offer ( Conditions Notice ) to ASX and Centaurus on 7 January 2010.

Glengarry is required to set out in its Conditions Notice:

• whether the relevant Glengarry Offer is free from any or all of the conditions;

• whether, so far as Glengarry knows, the conditions have been fulfilled on the date the Conditions Notice is given; and

• Glengarry's voting power in Centaurus (including voting power acquired as a result of acceptances received under the Glengarry Offers).

If the Offer Period is extended by a period before the time by which the Conditions Notice is to be given, the date for giving the Conditions Notice will be taken to be postponed for the same period. In the event of such an extension, Glengarry is required, as soon as practicable after the extension, to give a notice to ASX and Centaurus that states the new date for the giving of the Conditions Notice. If a condition is fulfilled (so that an Glengarry Offer become free of that condition) during the bid period but before the date on which the Conditions Notice is required to be given, Glengarry must, as soon as practicable, give ASX and Centaurus a notice that states that the particular condition has been fulfilled.

11.10 Compulsory acquisition

Glengarry has stated in section 6.4 of the Bidder's Statement that it intends to compulsorily acquire all outstanding Centaurus Shares if it is entitled to do so.

Glengarry has also stated in section 6.4 of the Bidder's Statement that it intends to compulsorily acquire all outstanding Centaurus Bid Options if it is entitled to do so, but only where it is also entitled to compulsorily acquire all outstanding Centaurus Shares.

The two types of compulsory acquisition under Chapter 6A of the Corporations Act are discussed below:

11.10.1. Follow on compulsory acquisition

Share Offer

If, at the end of the Offer Period, Glengarry has (together with its associates):

• a Relevant Interest in at least 90% (by number) of Centaurus Shares; and

• acquired at least 75% (by number) of Centaurus Shares for which it has made an offer,

then Glengarry will be entitled under Part 6A.1 of the Corporations Act to compulsorily acquire any outstanding Centaurus Shares for which it did not receive acceptances, on the same terms as the Share Offer.

If these thresholds are met, Glengarry will have up to one month after the end of the Offer Period within which to give compulsory acquisition notices to Centaurus Shareholders who have not accepted the Glengarry Offer. Centaurus Shareholders have statutory rights to challenge the compulsory acquisition, but a successful challenge will require the relevant Centaurus Shareholders to establish to the satisfaction of a court that the terms of the Share Offer did not represent "fair value".

Centaurus Shareholders should be aware that if they do not accept the Share Offer and their Centaurus Shares are compulsorily acquired, those shareholders will face a delay in receiving the Share Consideration compared with those Centaurus Shareholders who accepted the Share Offer, however they will be paid the last price offered by Glengarry for Centaurus Shares before compulsory acquisition began.

30 Centaurus Target’s Statement

Important Information about the Glengarry Offer

Glengarry must offer to buy out remaining Centaurus Shares held by Centaurus Shareholders if Glengarry (and its associates) had a relevant interest in at least 90% of the Centaurus Shares (by number) at the end of the Offer Period.

Option Offer

Glengarry will also be entitled to acquire outstanding Centaurus Bid Options under Part 6A.1 of the Corporations Act if, at the end of the Offer Period, Glengarry has (together with its associates):

• a Relevant Interest in at least 90% (by number) of Centaurus Bid Options; and

• acquired at least 75% (by number) of Centaurus Bid Options for which it has made an offer.

The discussion regarding the compulsory acquisition process set out above applies, with the necessary changes, to Centaurus Optionholders and the Option Offer.

Glengarry must offer to buy out remaining Centaurus Bid Options held by Centaurus Optionholders if Glengarry (and its associates) have a Relevant Interest in at least 90% of the Centaurus Bid Options (by number) at the end of the Offer Period. In addition, if Glengarry is required to offer to buy out remaining Centaurus Shares held by Centaurus Shareholders, Glengarry must also offer to buy out all remaining Centaurus Bid Options held by Centaurus Optionholders.

11.10.2. General compulsory acquisition

Centaurus Shareholder and Centaurus Optionholders should also be aware that if Glengarry does not become entitled to compulsorily acquire Centaurus Shares and / or Centaurus Bid Options, as the case may be, in accordance with Part 6A.1 of the Corporations Act, Glengarry may nevertheless become entitled to exercise general compulsory acquisition rights under Part 6A.2 of the Corporations Act.

Centaurus Target’s Statement 31

12. Additional information

12.1 Issued capital

As at the date of this Target's Statement, Centaurus' issued capital comprises:

• 39,600,705 fully paid ordinary shares; and

• 13,004,924 unlisted options, as set out in the Section 12.2.

12.2 Options on Issue

Centaurus has two different tranches of Options on issue. These consist of

• The Centaurus Bid Options: These options are subject to the Option Offer and there are approximately 61 holders of these Centaurus Bid Options.

• The Centaurus Other Options: These options include the following:

• Centaurus Options issued to Centaurus Directors (Mark Papendieck and Richard Hill) and to Darren Gordon, with shareholder approval, which are significantly “out-of the money”. These Options are to be cancelled for nil consideration.

• Centaurus Options issued to six members of Centaurus’ management team (including Mr Peter Freund, the Operations Director). These Options are to be cancelled by private treaty on terms no more favourable than those applying under the Option Offer.

Further information is provided below.

Centaurus Options on Issue

Number of Centaurus options	Exercise price ($)	Expiry date
Centaurus Bid Options Options to be acquired under the Option Offer
1,500,000	$1.00	27 November 2011
439,924	$1.00	6 January 2012
2,000,000	$0.80	14 February 2013
3,750,000	$0.25	4 August 2012
Centaurus Other Options Options to be cancelled by private treaty
150,000	$1.45	31 December 2010
300,000	$0.54	31 December 2013
565,000	$1.00	31 December 2013
2,000,000	$0.45	31 October 2014
500,000	$0.45	30 June 2014
Options to be cancelled for nil consideration by private treaty
1,300,000	$1.90	30 November 2013
500,000	$2.25	30 November 2013

32 Centaurus Target’s Statement

Additional Information

12.3 Notice of Glengarry's voting power

As at 2 December 2009 (being the last practical trading date before the date of this Target's Statement), Glengarry held a Relevant Interest of 18.98% in Centaurus' issued capital by virtue of the Pre-bid Acceptance Agreement entered into with 16 Centaurus Shareholders, comprising founding shareholders, former directors and major shareholders. Glengarry is required to notify ASX and Centaurus before 9.30am on each trading day during the Offer Period where there is a movement of at least 1% in its holding of Centaurus Shares.

12.4 Consents

12.4.1. Other persons

Each of the other persons to whom a statement is attributed in this Target's Statement, or whose statement is included in this Target's Statement, or on which a statement in this Target's Statement is said to be based, has:

• consented to the relevant statement being included in this Target's Statement in the form and context in which it is included; and

• has not withdrawn that consent before this Target's Statement was lodged with ASIC.

Each such having given its consent to the inclusion of a statement or being named in this Target's Statement:

• does not make, or purport to make, any statement in this Target's Statement or any statement on which a statement in this Target's Statement is based other than those statements which have been included in this Target's Statement with the consent of that person; and

• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Target's Statement, other than a reference to its name and any statements or report which have been included in this Target's Statement with the consent of that person.

12.4.2. Directors

The Directors have given and have not, before the date of issue of this Target's Statement, withdrawn their consent to be named in this Target's Statement in the form and context in which they are named.

12.4.3. Competent persons statements

The information in this Target's Statement that relates to exploration results and Mineral Resources is based on information compiled by Mr Ian Cullen (Chief Geologist) who is a Member of the AusIMM. Ian Cullen is a permanent employee of Centaurus Resources Limited. Ian Cullen has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Cullen consents to the inclusion in this Target's Statement of the matters based on his information in the form and context in which it appears.

12.4.4. Public information

As permitted by ASIC Class Order 01/1543 this Target's Statement contains statements which are made, or based on statements made, in documents lodged by Glengarry with ASIC or given to ASX or announced on the Company Announcements Platform of ASX by Glengarry. Pursuant to

Centaurus Target’s Statement 33

Additional Information

the Class Order, the consent of Glengarry is not required for the inclusion of such statements in this Target's Statement.

Copies of the announcements may be accessed on Glengarry's website at www.glengarry.com.au, or on the ASX website at www.asx.com.au or can be obtained by contacting Centaurus on +61 (0)8 9321 6201 between 8.30am and 5.30pm (WST) Monday to Friday.

In addition, as permitted by ASIC Class Order 03/635, this Target's Statement may include or be accompanied by certain statements:

• fairly representing a statement by an official person; or

• form a public official document or a published book, journal or comparable publication.

12.4.5. References to Bidder’s Statement

This Target's Statement includes references to the Bidder's Statement. Glengarry has not consented to these references being included in, or referred to in, this Target’s Statement in the form and context in which they are included.

12.5 Disclosing entity

Centaurus is a disclosing entity and as such is subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules.

Copies of the documents lodged by Centaurus with ASX may be obtained from ASX website at www.asx.com.au and Centaurus' website at www.centaurus.com.au.

Copies of documents lodged with ASIC in relation to Centaurus may be obtained from, or inspected at, an ASIC office. Centaurus Shareholders may obtain a copy of:

• the 2009 Annual Report of Centaurus;

• Centaurus' constitution; and

• any document lodged by Centaurus with ASX between the release of the 2009 Annual Report to ASX and the date of this Target's Statement from Centaurus,

• free of charge upon request by contacting Centaurus.

• Copies of Centaurus' 2009 Annual Report, this Target's Statement and Centaurus’ releases to ASX are also available on Centaurus' website at www.centaurus.com.au and on the ASX website at www.asx.com.au.

12.6 Litigation

There is no current litigation of a material nature against Centaurus or any controlled entity of Centaurus. In July 2009 Centaurus initiated legal action in Brazil for breach of contract against its former Liberdade JV partner Marsil Mineração Ltda.

34 Centaurus Target’s Statement

Additional Information

12.7 Implementation Agreement

Centaurus and Glengarry have entered into the Implementation Agreement which governs their relationship in relation to the Glengarry Offers. A summary of the key terms of the Implementation Agreement is set out in section 10.17 of the Bidder’s Statement.

12.8 ASX waiver

Centaurus has applied to ASX for waivers from ASX in respect of Listing Rules 6.23.2 and 6.23.4 to permit the terms of certain of the Centaurus Bid Options to be amended to allow their transfer under the Option Offer and the cancellation of the Centaurus Other Options without the approval of the Centaurus Shareholders on the following conditions:

• the Share Offer being declared unconditional; and

• Glengarry acquiring voting power in Centaurus of more than 50%.

12.9 No material change to the financial position of Centaurus

The financial position of Centaurus in the normal course of business has not, so far as is known by the Directors, materially changed since 30 September 2009, being the date to which the last Quarterly Report relates, other than:

• Mr Peter Freund was appointed as an executive and to the Board of Directors for Centaurus;

• Positive Itambé Scoping Study results were released, indicating projected gross margins of A$15.90/t of ore, NPV of A$19.6m and 37% IRR based on a 500ktpa operation;

• in respect of the incurring of actual and contingent transaction costs (including legal and financial advisory fees) associated with the Glengarry Offers and Centaurus' strategic partner process, estimated by the Directors to be approximately $0.45 million as at the date of this Target's Statement; and

• as described elsewhere in this Target's Statement.

12.10 Effect of the Glengarry Offers on Centaurus' material contracts

Centaurus is not a party to any material contracts which contain a change of control provision that may be triggered in connection with the Glengarry Offers.

Centaurus Target’s Statement 35

Additional Information

12.11 No other material information

This Target's Statement is required to include all the information that Centaurus Securityholders and their respective professional advisers would reasonably require to make an informed assessment whether to accept the Glengarry Offers, but only to the extent to which it is reasonable for Centaurus Securityholders and their respective professional advisers to expect to find this information in this Target's Statement, and only if the information is known to any Director.

The Directors are of the opinion that the information that Centaurus Securityholders and their respective professional advisers would reasonably require to make an informed assessment whether to accept the Glengarry Offers is in:

• the Bidder's Statement (to the extent that the information is not inconsistent or superseded by information in this Target's Statement);

• Centaurus' annual reports and releases to ASX before the date of this Target's Statement;

• documents lodged by Centaurus with ASIC before the date of this Target's Statement; and

• the information contained in this Target's Statement.

The Directors have assumed, for the purposes of preparing this Target's Statement, that the information in the Bidder's Statement is accurate. However, the Directors and their advisers do not take any responsibility for the contents of the Bidder's Statement, and are not to be taken as endorsing, in any way, any or all of the statements contained in it.

In deciding what information should be included in this Target's Statement, the Directors have had regard to:

• the nature of the Centaurus Securities;

• the matters that Centaurus Securityholders may reasonably be expected to know;

• the fact that certain matters may reasonably be expected to be known to the professional advisers of Centaurus Securityholders; and

• the time available to Centaurus to prepare this Target's Statement.

36 Centaurus Target’s Statement

13. Definitions and interpretation

13.1 Definitions

Acceptance Form

the Share Acceptance Form or the Option Acceptance Form (or both of them), as the context requires.

Announcement Date 11 November 2009. ASIC the Australian Securities and Investments Commission. ASTC the ASX Settlement & Transfer Corporation. ASTC Settlement Rules the operating rules of the settlement facility provided by ASTC. ASX ASX Limited (ACN 008 624 691) or the financial market known as the Australian Securities Exchange operated by ASX Limited, as the context requires.

Bid Period has the meaning given to that term in the Corporations Act. Bidder's Statement the bidder’s statement in relation to this transaction provided by Glengarry. Business Day a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in Western Australia. Centaurus or Company Centaurus Resources Limited (ACN 120 281 969). Centaurus Bid Option an option to subscribe for a Centaurus Share on the terms summarised in Annexure E of the Bidder’s Statement. Centaurus Board the board of directors of Centaurus. Centaurus Director a director of Centaurus. Centaurus Group Centaurus and its Subsidiaries. Centaurus Option a Centaurus Bid Option or a Centaurus Other Option. Centaurus Optionholder a holder of a Centaurus Bid Option. Centaurus Other Options Options which Centaurus has granted which do not include the Centaurus Bid Options. Centaurus Securities Centaurus Shares and/or Centaurus Options, as the case may be. Centaurus Securityholder a Centaurus Shareholder and/or a Centaurus Optionholder, as the case may be. Centaurus Share a fully paid ordinary share in Centaurus, and all rights attaching to that share. Centaurus Shareholder a holder of Centaurus Shares. CGT capital gains tax. CHESS the Clearing House Electronic Sub-register System. CHESS Holding a holding that is sponsored by CHESS. Corporations Act Corporations Act 2001 (Cth).

Centaurus Target’s Statement 37

Definitions and Interpretation

Director	a director of Centaurus.
Fe	iron.
Foreign Centaurus	any Centaurus Shareholder whose address, as entered in the register of
Shareholder	members of Centaurus, is outside of Australia (and its external Territories),
	New Zealand or Singapore but does not include any Centaurus Shareholder
	that has appointed an agent in Australia to receive and accept the Share Offer
	on their behalf. Also, a person will not be a Foreign Centaurus Shareholder if
	Glengarry is satisfied, acting reasonably, that the laws of the country of
	residence of that Centaurus Shareholder (as shown in the Centaurus register)
	permit the issues and allotment of Glengarry Shares either unconditionally or
	after compliance with conditions with Glengarry in its sole discretion regards
	as acceptable.
GlengarryorCompany	Glengarry Resources Limited (ACN 009 468 099).
Glengarry Board	the board of directors of Glengarry.
Glengarry Director	a director of Glengarry.
Glengarry Group	Glengarry and its Subsidiaries.
Glengarry Offers	the Share Offer and the Option Offer (or both of them) as the context
	requires.
Glengarry Option	an option to acquire a Glengarry Share with the terms set out in Section 11.1.
Glengarry Share	a fully paid ordinary share in Glengarry.
Government Agency	any government or representative of a government or any governmental,
	semi-governmental, administrative, fiscal, regulatory or judicial body,
	department, commission, authority, tribunal, agency, competition authority
	or entity whether foreign, federal, state, territorial or local in any part of the
	world in which a party is domiciled or holds any of its assets. It includes ASIC
	and ASX (and any other stock exchange).
Group	In respect of a party, means that party and each of its Subsidiaries.
Implementation	the agreement dated 10 November 2009 between Glengarry and Centaurus.
Agreement
IRR	internal rate of return.
Issuer Sponsored Holding	a holding of Centaurus Shares on Centaurus' Issuer sponsored sub-register.
JORC or JORC Code	the Australasian Code for Reporting of Exploration Results, Glengarry
	Resources and Ore Reserves (4th Edition) Mineral Resources and Ore
	Reserves prepared by the Joint Ore Reserves Committee of The Australasian
	Institute of Mining and Metallurgy, the Australian Institute of Geoscientists
	and the Minerals Council of Australia, as amended or replaced from time to
	time.
Listing Rules	the Official Listing Rules of ASX, as amended from time to time.
Material Adverse Change	has the meaning given in the Bidder's Statement.
Merged Entity	Glengarry and its Subsidiaries following the acquisition by Glengarry of all, or
	a majority of, the Centaurus Shares.

38 Centaurus Target’s Statement

Definitions and Interpretation

Mineral Resource	a mineral resource in accordance with the JORC Code.
Mtpa	millions of tonnes per annum.
NPV	net present value.
Offer Period	the Share Offer Period or the Option Offer Period (or both of them), as the
	context requires.
OfferorOffers	the Share Offer or the Option Offer (or both of them), as the context requires.
Official List	official quotation on ASX.
Option	a Centaurus Bid Option or a Centaurus Other Option.
Option Acceptance Form	the form of acceptance form the Option Offer enclosed with this Bidder's
	Statement or alternatively any acceptance form sent to a Centaurus Bid
	Option holder by Glengarry's share registry in relation to the Option Offer.
Option Bid	an off-market takeover bid to be made by Glengarry for all Centaurus Bid
	Options under Chapter 6 of the Corporations Act.
Option Consideration	the consideration to be provided to Centaurus Optionholders, being
	Glengarry Options for all outstanding Centaurus Bid Options on the terms set
	out in the Bidder's Statement.
Option OfferorOption	the offers, and each of them, to be made by Glengarry to acquire Centaurus
Offers	Bid Options on the terms set out in Annexure B of the Bidder’s Statement.
Option Offer Period	the period referred to in section 1.2 of Annexure B of the Bidder’s Statement,
	during which the Option Offer remains open for acceptance.
Pre-Announcement	6 November 2009, being the last day on which Centaurus Shares traded on
Trading Date	ASX prior to the announcement of the Glengarry Offer.
Pre-bid Acceptance	the pre-bid acceptance agreements between Glengarry and Matzo Consulting
Agreements	Pty Ltd, Mr David Michael Fong, Mr David Ward, Egg Au Pty Ltd, Jason
	Entwistle, Avanteos Investments Limited, Mr Klaus Juergen Petersen, Mr
	Matthew Glenn Sikirich, Smiff Pty Ltd, Mr Robin Scrimgeour, Mr Steffen Gerd
	Hagemann, Mr Steve William Woodham, Mrs Elizabeth Mary Woodham, Mr
	Terry Charles Schell, Mr Darren Glover and Mr Paul Anthony Quarrell.
Prescribed Occurrence	has the meaning given in the Bidder's Statement.
Relevant Interest	has the meaning given in section 9 of the Corporations Act.
Sale Nominee	the meaning given in section 1.8 of Annexure A of the Bidder's Statement.
Share Acceptance Form	the form of acceptance for the Share Offer enclosed with this Bidder's
	Statement or alternatively any acceptance form sent to a Centaurus
	Shareholder by Glengarry's share registry in relation to the Share Offer.
Share Consideration	the consideration to be provided to Centaurus Shareholders under the terms
	and conditions of the Bidder's Statement, being one fully paid Glengarry
	Share for every 8 Centaurus Shares.
Share OfferorShare	the offers, and each of them, to be made by Glengarry to acquire Centaurus
Offers	Shares on the terms set out in Annexure A of the Bidder’s Statement.
Share Offer Period	the period referred to in section 1.3 of Annexure A of the Bidder’s Statement,

Centaurus Target’s Statement 39

Definitions and Interpretation

during which the Share Offer remains open for acceptance.

Subsidiary a subsidiary within the meaning given to that term in section 9 of the Corporations Act. Superior Proposal has the meaning given in section 11 of the Bidder’s Statement. Takeover the proposed takeover of Centaurus by Glengarry by way of an off-market conditional takeover offer. Takeover Bid Glengarry's takeover bid for Centaurus by making the Glengarry Offers. Target's Statement this document. US$ United States dollars. VWAP volume weighted average price. WST Perth (Western Australian) Standard Time. $ or A$ or AUD Australian dollars.

13.2 Interpretation

In this Target's Statement, unless the context requires otherwise:

• all words and phrases in this Target's Statement have the meaning given to them, if any, in the Corporations Act;

• the singular includes the plural and vice versa;

• a gender includes all genders;

• a reference to a person includes a corporation, other body corporate, unincorporated body, partnership, joint venture or association and vice versa;

• headings are for ease of interpretation and do not affect meaning or interpretation;

• where a term is defined, its other grammatical forms have a corresponding meaning; and

• a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them.

40 Centaurus Target’s Statement

Appendix A: Approval of Target's Statement

This Target's Statement is dated 3 December 2009 (being the date on which this Target's Statement was lodged with ASIC) and has been approved by a unanimous resolution of the Directors of Centaurus.

Signed for and on behalf of Centaurus Resources Limited:

==> picture [136 x 56] intentionally omitted <==

Mr Richard Hill

Chairman

Centaurus Target’s Statement 41

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42 Centaurus Target’s Statement

Corporate Directory

Directors

Mr Richard Hill Mr Mark Papendieck Mr Peter Freund

Company Secretary

Mr David Divita

Registered Office

Suite 8 56 Kings Park Road West Perth WA 6005 Telephone: +61 (0)8 9321 6201 Facsimile: +61 (0)8 9321 7102

Financial Adviser

Gresham Advisory Partners Limited Level 3, BGC Centre 28 The Esplanade Perth WA 6000

Legal Adviser

McKenzie Moncrieff Lawyers Level 5, Citibank House 37 St Georges Terrace Perth WA 6000

Share Registry

Computershare Investor Services Pty Limited GPO Box D182 Perth WA 6840 Telephone: 1300 55 7010 (within Australia) +61 (0)8 9323 2000 (outside Australia) Facsimile: +61 (0)8 9323 2033

43 Centaurus Target’s Statement