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HAVILAH RESOURCES LIMITED M&A Activity 2011

Nov 3, 2011

65038_rns_2011-11-03_875dfee9-9ce6-46b0-921d-0128d1b581ca.pdf

M&A Activity

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HAVILAH RESOURCES NL ACN 077 435 520

COMPANY NOTICE - SUBSECTION 650F(1) OF THE CORPORATIONS ACT 2001 NOTICE DECLARING THE OFFER FREE OF ALL DEFEATING CONDITIONS

To: Geothermal Resources Limited ACN 115 281 144 ( Geothermal )

ASX Limited

This notice is given by Havilah Resources NL ACN 077 435 520 ( Havilah ) in relation to its off-market takeover offers dated 13 October 2011 for all the ordinary shares in Geothermal ( Offer ) as set out in Havilah’s bidder’s statement dated 4 October 2011 ( Bidder’s Statement ).

This notice should be read together with the Bidder’s Statement. Terms used in this Notice have the same meaning as in the Bidder’s Statement.

NOTICE DECLARING THE OFFER FREE OF ALL DEFEATING CONDITIONS

Free of all Defeating Conditions

Havilah gives notice, pursuant to section 650F(1) of the Corporations Act and section 12.13 of the Bidder’s Statement, that all the Offers contained in the Bidder’s Statement, and each contract formed pursuant to acceptances of those Offers, are free from all of the Defeating Conditions set out in section 13 of the Bidder’s Statement, being more particularly:

  1. minimum acceptance;

  2. regulatory approvals;

  3. no restraint adversely affecting the Offers;

  4. conduct of Geothermal’s business;

  5. exercise or cancellation of Geothermal’s Options;

  6. no Prescribed Occurrence;

  7. no Material Adverse Change; and

  8. representations.

Havilah’s voting power in Geothermal

Havilah’s voting power in Geothermal at the time of giving this notice is 81.94%.

Dated 4 November 2011

Signed for and on behalf of Havilah Resources NL pursuant to a resolution of the directors of Havilah Resources NL

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KR Johnson, Chairman