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IGO LIMITED M&A Activity 2011

Mar 31, 2011

65111_rns_2011-03-31_10a9af40-4f63-456a-af02-be9232544b8c.pdf

M&A Activity

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INDEPENDENCE DECLARES JABIRU TAKEOVER OFFER UNCONDITIONAL AND ACCELERATES PAYMENT TERMS

Jabiru shareholders will now receive their consideration within five business days of accepting

Highlights:

  • Independence has declared its recommended off-market takeover offer for all of the shares in Jabiru unconditional

  • Independence will accelerate payment terms to 5 business days following processing of a valid acceptance

  • The offer is unanimously recommended by the Jabiru Board, in the absence of a superior proposal not matched by Independence

  • All of the directors of Jabiru have now accepted the offer in respect of the Jabiru shares they own or control

  • The offer has been extended for 1 week and is now scheduled to close on 19 April 2011

  • Independence had a relevant interest in Jabiru shares of 59.51% as at 31 March 2011[(1)]

  • JABIRU SHAREHOLDERS WHO ARE YET TO ACCEPT THE INDEPENDENCE OFFER ARE URGED TO DO SO WITHOUT DELAY

As you are aware, on 9 February 2011 Independence Group NL (“Independence”) and Jabiru Metals Limited (“Jabiru”) announced a recommended off-market takeover offer by Independence for all of the outstanding shares in Jabiru (“Offer”).

Independence has today declared its Offer free from all defeating conditions, including the 90% minimum acceptance condition. This means that the Offer is now unconditional .

Independence will also accelerate payment terms so that Jabiru shareholders who accept the Offer will be sent their consideration within five business days of their acceptance being processed. Jabiru shareholders who have accepted the Offer before it was declared unconditional will be sent their consideration within five business days of today’s date.

Independence is offering 1 Independence share for every 8 Jabiru shares held. Based on Independence’s closing price of $6.59 on 31 March 2011, the implied offer price is $0.824 per Jabiru share. This represents a premium of 23.9% to Jabiru’s closing price on 9 February 2011 (being the last trading day prior to announcement of the Offer) and 34.7% to Jabiru’s 3 month VWAP to 9 February 2011.

(1) Independence’s relevant interest of 59.51% comprises a direct holding in Jabiru shares of 10.48%, offer acceptances of 46.01% and offer acceptances for which acceptance instructions are held by the operator of Independence’s institutional Acceptance Facility of 3.02%. Independence has today issued a notice to the operator of the Acceptance Facility instructing it to deliver all acceptance instructions held by it in accordance with the terms of the facility.

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As at 5.00pm (AWST) on 31 March 2011, Independence had a relevant interest of 59.51% in Jabiru shares[(1)] .

If Independence acquires a relevant interest in at least 90% of Jabiru shares and becomes entitled to compulsorily acquire outstanding Jabiru shares under Chapter 6A of the Corporations Act, Independence intends to proceed with compulsory acquisition of those Jabiru shares. Jabiru shareholders whose shares are compulsorily acquired under Chapter 6A of the Corporations Act will NOT be eligible for accelerated payment terms.

Independence’s Offer has today been extended by one week and is now scheduled to close at 5.00pm (Perth, Western Australia time) on 19 April 2011. Independence urges all Jabiru shareholders who have not yet accepted the offer to ACCEPT WITHOUT DELAY and take advantage of the accelerated payment terms to become an Independence shareholder.

Independence’s corporate adviser in relation to the transaction is Credit Suisse (Australia) Limited and its legal adviser is Freehills.

For further information please contact:

Mr Christopher Bonwick Jabiru Shareholder Information line
Managing Director 1800 614 482 (toll free within Australia)
Independence Group NL
+61 8 9479 1777 +61 2 8256 3389 (outside Australia)

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