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GWR GROUP LIMITED M&A Activity 2007

Nov 20, 2007

65031_rns_2007-11-20_098bf2e4-29bb-49b9-82bc-0aa1e0300642.pdf

M&A Activity

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20 November 2007

ASX ANNOUNCEMENT

Corporate Summary Corporate Summary
ASX Code: GWR
Issued Capital: 73 Mil
Issued Options: 42 Mil
Market Cap fully diluted
Nov 07 $A247 Mil
Contact Details
6/136 Main Street
OSBORNE PARK
Western Australia 6017

Tel: +61 8 92019202 Fax: +61 8 92019203 [email protected] www.goldenwestresources.com

Enquiries: Gary Hutchinson

MORE GOLDEN WEST SHAREHOLDERS REJECT FAIRSTAR OFFER

Golden West Resources Limited (Golden West) advises that it has received additional written commitments from shareholders supporting its decision to REJECT the all scrip takeover offer for the Company from Fairstar Resources Limited.

Golden West advises that shareholders representing a further 5.25% of the Company’s shares have provided written commitments indicating they intend to REJECT the inadequate and unsolicited all scrip offer from Fairstar.

The Company has now received written commitments from shareholders representing a total of 27.85% of Golden West shares that they do not intend to accept the current Fairstar offer.

The above mentioned shareholders include two of Golden West’s major investors: Dubai-based Falak Holdings (10.26%) and the Francke Group (9.32%).

Golden West managing director Gary Hutchinson (2.48%), retiring Chairman Dr John Daniels (0.68%) and company secretary John Palermo (0.85%) have also provided written commitments indicating they intend to REJECT the Fairstar offer.

Managing Director

Mick Wilson Exploration Manager / Director Peter Thompson Director General Manager, Operations

Golden West advises that Messrs Hutchinson, Daniels and Palermo elected to reject the Fairstar offer independently of the action taken by the other shareholders who have rejected the offer.

Under the terms of the rejection agreements, each of the rejecting shareholders has undertaken not to accept the offer by Fairstar.

2

The undertaking is irrevocable and remains in full force and effect until:

  • the offer is withdrawn

  • GWR’s directors recommend that shareholders accept the offer

  • the consideration under the offer is varied.

None of these conditions have been satisfied and accordingly, the undertaking remains irrevocable.

As a consequence of the above commitments, scrip-for-scrip capital gains tax rollover relief will not be available to Golden West shareholders who accept the offer, because it cannot attain the minimum 80% acceptances required for such relief to apply.

Many Golden West shareholders are therefore likely to face significant tax liabilities should they accept the offer from Fairstar.

As advised previously, Golden West believes the Fairstar offer is inadequate, dilutes your investment, and provides no upside benefit to progress the development of the Wiluna West Iron Ore project.

Golden West believes the offer from Fairstar is of uncertain value as there is no cash component and Fairstar stock is highly volatile and illiquid. It will significantly dilute existing shareholders’ ownership of the Wiluna West Iron Ore Project and does not bring any synergies between the companies’ assets or improve the Company’s asset base.

Golden West also recommends that shareholders vote FOR Resolution 3 at the Company’s forthcoming Annual General Meeting on 29th November 2007 to provide additional funding to advance the Wiluna West Iron Ore Project

Resolution 3 seeks your approval to issue up to 14,477,689 new Golden West shares to provide the funds needed to maintain exploration drilling and development studies at the Wiluna West Iron Ore Project.

Golden West declared its initial Inferred Mineral Resource for Wiluna West only in April 2007, but has already increased that estimate by 72% to 86.3 million tonnes grading 60.1% Fe.

Ends

Messrs Michael Wilson and Alan Rudd, Directors of Golden West Resources, have notified the Company of a material personal interest with respect to the takeover bid by Fairstar for Golden West and have not, and do not, participate in decisions by the Board with respect to the Fairstar bid, including this announcement.

For more information, please contact:

Michael MinosoraAzure Capital(08) 6263 0888 Paul DowniePorter Novelli(08) 9386 12330414 947 129

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