IGO LIMITED — M&A Activity 2011

Feb 22, 2011

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23 February 2011

Australian Stock Exchange Limited Company Announcements Level 10, 20 Bond Street SYDNEY NSW 2000

NO. OF PAGES : (109)

Takeover bid by Independence Group NL ACN 092 786 304 for Jabiru Metals Limited

Bidder’s statement

We attach, by way of service pursuant to item 5 of subsection 633(1) of the Corporations Act 2001 (Cth), a copy of Independence Group NL’s ( Independence ) bidder’s statement and offer document in relation to Independence’s off-market takeover bid for all the shares in Jabiru Metals Limited.

Yours faithfully

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Kelly Ross Company Secretary

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Da - rk

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Confidential Page 2

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Table of contents

Key dates	Key dates	i
Key contacts		i
Important notices		i
Chairman’s letter		1
What to do		1
Why you	should accept the Offer	3
1.	Frequently Asked Questions	11
2.	Information on Independence	15
3.	Information on Independence’s securities	31
4.	Information on Jabiru	35
5.	Information on Jabiru’s securities	39
6.	Independence’s intentions in relation to Jabiru	43
7.	Effect of the Offer on Independence andprofile of the Merged Group	47
8.	Risk factors	53
9.	Tax considerations	59
10.	Additional information	63
11.	The terms and conditions of the Offer	67
12.	Definitions and interpretation	81
13.	Approval of Bidder’s Statement	85

Attachment 1 – Announcements in relation to the Offer Attachment 2 – ASX announcements by Independence since 30 June 2010 Corporate Directory

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Key dates

Date of this Bidder’s Statement

23 February 2011

Date of Offer

[�]

Offer closes (unless extended or withdrawn) 5 pm (Perth, Western Australia time) on [�

Key contacts

Share registrar for the Offer Independence Information Line Security Transfer Registrars Pty Ltd 1800 704 395 (callers in Australia) 770 Canning Hwy +61 2 8256 3393 (callers outside Australia) Applecross, WA, 6153 Phone: (08) 9315 2333

Important notices

Nature of this document

This Bidder’s Statement is issued by Independence Group NL ABN 46 092 786 304 ( Independence ) under Part 6.5 of the Corporations Act 2001 (Cth).

A copy of this Bidder’s Statement was lodged with ASIC on 23 February 2011. Neither ASIC nor its officers takes any responsibility for the content of this Bidder’s Statement.

Investment advice

In preparing this Bidder’s Statement, Independence has not taken into account the individual objectives, financial situation or needs of individual Jabiru shareholders. Accordingly, before making a decision whether or not to accept the Offer, you may wish to consult with your financial or other professional adviser.

Disclaimer as to forward looking statements

Some of the statements appearing in this Bidder’s Statement may be in the nature of forward looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industry in which Jabiru and Independence and the members of the Independence Group operate as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement. None of Independence, the officers or employees of Independence, any persons named in this Bidder’s Statement with their consent or any person involved in the preparation of this Bidder’s Statement, makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward looking statement. The forward looking statements in this Bidder’s Statement reflect views held only as at the date of this Bidder’s Statement.

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Disclaimer as to Jabiru and Merged Group information

The information on Jabiru, Jabiru’s securities and Jabiru Group contained in this Bidder’s Statement has been prepared by Independence using publicly available information and limited information made available to Independence by Jabiru.

The information in this Bidder’s Statement concerning Jabiru and the assets and liabilities, financial position and prospects of the Jabiru Group, has not been independently verified by Independence. Accordingly Independence does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of such information.

The information on the Merged Group contained in this Bidder’s Statement, to the extent that it incorporates or reflects information on Jabiru and Jabiru Group, has also been prepared using publicly available information. Accordingly, information in relation to the Merged Group is subject to the foregoing disclaimer to that extent.

Further information relating to Jabiru’s business is included in Jabiru’s Target’s Statement which Jabiru must provide to its shareholders in response to this Bidder’s Statement.

Foreign jurisdictions

The distribution of this Bidder’s Statement in jurisdictions outside Australia and New Zealand may be restricted by law, and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Bidder’s Statement does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify Independence or to otherwise permit a public offering of Independence Shares outside Australia. Independence Shares have not been, and will not be, registered under the United States Securities Act of 1933 ( Securities Act ) and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the Securities Act), except in a transaction exempt from the registration requirements of the Securities Act and applicable United States state securities laws.

Privacy

Independence has collected your information from the Jabiru register of shareholders for the purpose of making this Offer and, if accepted, administering your holding of Jabiru Shares. The Corporations Act requires the name and address of shareholders to be held in a public register. Your information may be disclosed on a confidential basis to Independence’s related bodies corporate and external service providers, and may be required to be disclosed to regulators such as ASIC. The registered address of Independence is Suite 1, 183 Great Eastern Hwy, Belmont, WA, 6104.

Defined terms

A number of defined terms are used in this Bidder’s Statement. Unless the contrary intention appears, the context requires otherwise or words are defined in section 12 of this Bidder’s Statement, words and phrases in this Bidder’s Statement have the same meaning and interpretation as in the Corporations Act.

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Chairman’s letter

23 February 2011

Dear Jabiru shareholder,

On 9 February 2011, Independence Group NL ( Independence ) and Jabiru Metals Limited ( Jabiru ) announced the recommended takeover of Jabiru by Independence. Both companies believe this represents an attractive opportunity for Jabiru shareholders to participate in the growth of a multi-commodity Australian mining company.

On behalf of the directors of Independence, I am pleased to provide you with this Bidder’s Statement detailing Independence’s Offer to acquire your Jabiru Shares.

Under the Offer, Independence is offering you 1 Independence share for every 8 of your Jabiru Shares.

The Offer provides a significant premium for your shares in Jabiru

Based on the closing price of Independence Shares on 9 February 2011 (being the last trading day prior to the announcement of the Offer), the value of Independence’s Offer is $0.961 per Jabiru share. This represents a significant premium for your shares of:

• 44.5% based on Jabiru’s closing share price on 9 February 2011;

• 46.3% to Jabiru’s 5 day VWAP up to and including 9 February 2011;

• 50.2% to Jabiru’s 1 month VWAP up to and including 9 February 2011; and

• 57.2% to Jabiru’s 3 month VWAP up to and including 9 February 2011.

Your directors unanimously recommend the Offer

Jabiru directors unanimously recommend that Jabiru shareholders accept Independence’s Offer, and have agreed to accept the Offer with respect to their own shareholdings, in the absence of a superior proposal that is not matched by Independence. Following successful completion of the Offer, Independence will invite Jabiru’s Managing Director, Mr Gary Comb, to join the Independence board as an Executive Director.

Major shareholder support

As announced on 9 February 2011, Independence has acquired a 10.48% interest in Jabiru from Jabiru’s major shareholder, Metals X Limited ( Metals X ), for consideration of $0.829 cash per Jabiru share. Metals X has agreed to support the Offer and has entered into a pre-bid acceptance agreement in relation to its remaining shareholding of 9.48%, under which it has agreed to accept the Offer within five days of the Offer opening. As a consequence of these transactions, Independence has a relevant interest of 19.97% in Jabiru.

Jabiru shareholders to participate in the growth of a multi-commodity Australian mining company

The board of Independence considers that the combination of the two companies may provide significant strategic and financial benefits to the shareholders of both companies. By accepting the Offer, you will have the ongoing opportunity to participate in the benefits of the Merged Group, which include:

• The Merged Group will have two low cost operating mines in the Long nickel mine and the Jaguar copper / zinc mine generating strong cashflows, two advanced development projects in Tropicana and Stockman and a highly prospective exploration portfolio and capability.

• Exposure to a diversified range of metals including nickel, copper, zinc, gold and silver.

• Highly complementary management and technical capabilities, with successful and proven track records of exploration, project management and operations.

• A combination of a strong balance sheet and strong operating cash flows which will enhance the financing

• options for the Merged Group’s development assets.

• An enhanced capital markets profile with the Merged Group having a pro forma market capitalisation of approximately $1.4 billion and the related benefits of increased liquidity for your shares, including potential for future inclusion in the S&P / ASX 100 index.

Accept the Offer

This Offer is currently scheduled to close at 5pm (Perth, Western Australia time) on [�] unless extended. To accept the Offer, you must follow the instructions in the attached Acceptance Form.

We look forward to welcoming you as an Independence shareholder as we deliver on our strategy of growing a multi-commodity Australian mining company.

Yours Sincerely,

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Mr Oscar Aamodt Chairman, Independence Group NL

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What to do

THE JABIRU DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU ACCEPT THE OFFER

in the absence of a superior proposal that is not matched by Independence

TO ACCEPT THE OFFER, FOLLOW THE INSTRUCTIONS IN SECTION 11.3 OF THIS BIDDER’S STATEMENT

You should:

1. Read this Bidder’s Statement and the Target’s Statement in full 2. Consider the choices available to you (as outlined in Section 1 of this Bidder’s Statement)

2. Consult your investment, financial, taxation or other professional adviser if in doubt about what to do and as to the effect of accepting the Offer

3. If you have any questions, call the Independence Information Line on � 1800 704 395 (within Australia) � 61 2 8256 3393 (outside Australia) which is available Monday to Friday between 9.00am and 6.00pm (Sydney time)

To validly accept the Offer, your acceptance must be received before 5.00pm (Perth, Western Australia time) on [ � ], unless the Offer Period is extended

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Why you should accept the Offer

This section sets out some of the reasons why we believe you should accept the Offer. You should read this Bidder’s Statement in full before deciding whether or not to accept the Offer.

In summary:

• The Offer represents a significant premium to prices for

• 1. Jabiru shares prior to the announcement of the Offer

• Jabiru’s directors have unanimously recommended the

• 2. Offer, in the absence of a superior proposal not matched by Independence

3. The Offer is supported by Jabiru’s major shareholder

• Participate in a growing multi-commodity Australian

• 4. mining company with quality operating, development and exploration assets

5. Diversification across multiple assets and commodities

• Independence has a demonstrated track record of

• 6. delivering excellent returns to its shareholders

• Enhanced capital markets profile and financial

• 7. capabilities

• There may be adverse consequences associated with

• 8. not accepting the Offer

9. Potential access to capital gains tax relief

Further details of these reasons are set out below.

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1. The Offer represents a significant premium to prices for Jabiru shares prior to the announcement of the Offer

The consideration under the Offer comprises 1 Independence Share for every 8 Jabiru Shares held. Based on the closing price of Independence Shares on 9 February 2011 (being the last trading day prior to the announcement of the Offer) of $7.69, the implied value of A$0.961 per Jabiru Share under the Offer represents a:

• 44.5% premium to the closing price of Jabiru Shares on 9 February 2011;

• 50.2% premium to the 1 month volume weighted average price ( VWAP ) of Jabiru Shares to 9 February 2011; and

• 13.7% premium to the closing price of Jabiru Shares on 22 February 2011.

In addition, the Offer represents a 27.4% premium to the closing price of Jabiru Shares on 9 February 2011 (the last trading day prior to the announcement of the Offer) based on the closing price of Independence Shares of $6.78 on 22 February (being the last trading day prior to the date of this Bidder’s Statement).

The graph below illustrates the significant premium being offered relative to Jabiru’s trading prices on the ASX prior to the announcement of the Offer.

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Premia to market prices for Jabiru Shares prior to the announcement of the Offer
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$1.00
$0.961
$0.90
57.2%
$0.80 44.5% premium46.3% premium 50.6% premium50.2% premium
premium
$0.70
$0.665
$0.60 $0.657
$0.638 $0.640
$0.612
$0.50
$0.40
$0.30
$0.20
Implied Offer price Close (9 Feb 11) 5 day VWAP 10 day VWAP 1 month VWAP 3 month VWAP
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Note: Implied Offer price calculated on the closing price of Independence Shares on 9 February 2011 of $7.69. VWAPs calculated as at 4:15 PM AEDST on 9 February 2011 and excludes all trades on 9 February 2011 after this time (the trade associated with Independence’s acquisition of Metal X’s 10.48% holding in Jabiru is also excluded).

The actual value of the Offer will vary depending on the price of Independence Shares during the Offer Period and when Independence Shares are issued to you if you accept the Offer.

2. Jabiru’s directors have unanimously recommended the Offer, in the absence of a superior proposal not matched by Independence

The Offer is unanimously recommended by the Jabiru board in the absence of a superior proposal that is not matched by Independence. Further, the Jabiru directors have agreed to accept the Offer with respect to all Jabiru Shares owned or controlled by them in the absence of a superior proposal that is not matched by Independence.

At the time of announcing the transaction (9 February 2011), Mr Gary Comb, Managing Director of Jabiru stated:

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“The Board of Jabiru considers the transaction to be a compelling opportunity for Jabiru shareholders to capture a premium for their shareholding in Jabiru whilst maintaining an ongoing exposure to an exciting suite of assets held by the Merged Group. The Board of Jabiru has full confidence in Chris Bonwick and the Independence team to drive the projects forward and create significant value for all shareholders.”

3. The Offer is supported by Jabiru’s major shareholder

On 9 February 2011, Independence acquired a 10.48% interest in Jabiru for A$0.829 cash per share from Jabiru’s major shareholder, Metals X.

Metals X has also agreed to support the Offer and has entered into a pre-bid acceptance agreement in relation to the remainder of its holding in Jabiru (an additional 9.48%). Under this agreement, Metals X has agreed to accept the Offer in relation to its remaining interest in Jabiru within 5 days of the date the Offer opens.

As a consequence of these transactions Independence has a relevant interest in Jabiru of 19.97%, which increases the likelihood of Independence’s Offer being successful.

4. Participate in a growing multi-commodity Australian mining company with quality operating, development and exploration assets

The Offer provides Jabiru shareholders with an opportunity to gain exposure to Independence’s attractive portfolio of assets whilst maintaining an exposure to the existing Jabiru asset suite.

Shareholders in the Merged Group will participate in a mining company that will combine two low cost producing assets generating strong operating cash flows, two advanced development projects and a highly prospective exploration portfolio.

Key Independence assets that Jabiru shareholders will gain an exposure to include:

• The Long nickel mine – 100% interest in one of Australia’s lowest cost nickel sulphide operations, with a significant existing Reserve, Resource and demonstrated exploration potential.

• Tropicana gold project – 30% joint venture interest in one of Australia’s largest recent gold discoveries, expected to produce approximately 470,000 to 490,000 oz p.a. (100% basis) over the first three years of production.

• Exploration – Independence has an extensive regional gold, nickel and base metals exploration portfolio together with a demonstrated track record of exploration success. Independence has also developed proprietary technology and in house expertise to maximise the value of its existing suite of exploration projects.

Independence has a 100% interest in an extensive geological database acquired in 2009 from the De Beers Group. This database is expected to lead to significant project generation into the future. As outlined in section 6, Independence plans to leverage its exploration technology and exploration expertise to add value to the Jabiru asset suite.

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Legend: Gold
Zinc & Copper
De Beers geological
database Nickel & Copper
Other / Various
Tropicana
(Regional)
Orrbacken Karlawinda
Tropicana Long
Holleton Duketon
Exploration / Pre-feasibility Feasibility Construction Operating
Concept study study assets
Teutonic
Bore Stockman
Bentley Jaguar
Independence
Jabiru
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5. Diversification across multiple assets and commodities

The Merged Group provides Jabiru shareholders with the benefit of owning shares in a growing Australian mining company with a diverse mix of production, development and exploration assets across multiple commodities. If you accept the Offer and it becomes unconditional, Jabiru shareholders will gain exposure to Independence’s portfolio of quality production, development and exploration assets thereby diversifying risks across assets and commodities.

In particular, Independence’s Long nickel mine introduces a low cost nickel production asset whilst Tropicana provides exposure to one of the largest gold development projects in Australia. The Merged Group’s portfolio of two low cost production assets (Long nickel mine and Jaguar/ Bentley) and two advanced development projects (Tropicana and Stockman) provides exposure to a range of metals including nickel, copper, zinc, gold and silver.

In addition to the above, the Merged Group will have a growth pipeline of exploration assets, together with strong in house capability and proprietary TEM technology that will enable the delivery of the full potential of this asset suite.

This broader operational and geographic footprint will provide the Merged Group with a more diversified risk profile with multiple sources of production and cash flow. This additional diversification and resulting cash flow mitigates the risks associated with the development and funding of Jabiru’s existing portfolio.

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Jaguar/Bentley (Jabiru) – Production/Development Tropicana (Independence) – Near term production
� 100% owned low cost copper and zinc production � 30% owned world class gold project; AngloGold
� FY10 Production: 26.7Kt Zn, 9.9Kt Cu Ashanti 70%
� FY10 cash costs (after credits): US$0.06/lb Zn � Positive BFS delivered Nov 2010
� Current Resources: 5.3Mt @ 2.4% Cu, 7.3% Zn � First three years production of 470 – 490koz p.a. Au
�� Bentley decline on scheduleExpansion to 450Kt via HMS plant �� (100% basis)January 2011 Resource: 30% of 5.3Moz AuBFS Open Pit Reserve: 30% of 3.4Moz Au
� Construction commencing 2011, first gold by Dec Qtr
2013
� Significant underground and regional potential
� Low cost � Significant growth
� Low risk � Diversification of cash
flows & metals
Long Mine (Independence) - Production Stockman (Jabiru) – Medium term production
� 100% owned low cost, long life nickel production � 100% owned base metals project in Victoria
� 1H FY2011 Ni production of 5,111t Ni at cash cost of � 2010 scoping study confirmed projects economics
A$3.69/lb Ni (before royalties) � Targeting 950kt p.a. base metals operation
� FY2011 guidance 8,800-9,200t Ni at cash cost � Current Resource: 12.5Mt @ 2.1% Cu, 4.4% Zn
��� A$4.00 –June 2010 Resources: 91,500t Ni @ 5.4% NiJune 2010 Reserves: 53,400t Ni @ 4.1% NiExtending mine life –4.20/lb Ni (before royalties) new Moran discovery (June ��� DFS underway7 –Substantial resource base beyond scoping study volumes8 year project life with significant upside
2010 Resource 39,100t Ni @ 7.2% Ni)
� LOM to 2016+
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6. Independence has a demonstrated track record of delivering excellent returns to its shareholders

Independence has a strong track record of creating substantial shareholder value. Since listing in 2002, Independence has delivered significant returns for its shareholders that have been well in excess of returns of the S&P/ASX 200 index.

As indicated in the chart below, since listing on 17 January 2002 and until 22 February 2011, Independence’s share price has increased by over 30 times.

By becoming a shareholder in Independence by accepting the Offer, Jabiru shareholders will have the benefit of exposure to Independence’s strong management expertise and the opportunity to participate in the ongoing success of the group.

Independence Share price performance since listing

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(A$ per share)
$10.00 Share price as at 22-Feb-11: $6.78
$8.00
$6.00
$4.00
$2.00
–
Jan-02 Jan-03 Jan-04 Jan-05 Jan-06 Jan-07 Jan-08 Jan-09 Jan-10 Jan-11
Independence share price ASX 200 (Indexed)
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Source: Iress.

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7. Enhanced capital markets profile and financial capabilities

The Merged Group is expected to have an estimated market capitalisation of approximately A$1.4 billion, positioning it as one of the largest mid-cap Australian mining companies. This additional scale is likely to provide the Merged Group with more visibility amongst the investment community, increased research coverage and more liquidity than either company currently experiences on a standalone basis.

ASX listed base metals companies

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(A$ per share)
6,0 00
5,464 5,3 92
2,5 00
2,35 2
2,0 00
1,5 00
1,370 1,19 0
1,0 00 1 ,101 1 ,052
941
5 00 579 538 489 468
35 8 340
0
Market capitalisation (A$m)
Equinox Minerals OZ Minerals PanAust Merged Group Western Areas Mirabela Nickel Sandfire Resources Independence Group Discovery Metals Kagara Panoramic Resources Jabiru Metals Perilya Mincor Resources
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Source: Iress as at 22 February 2011.

Note: Merged Group based on the cumulative total of Independence shares on issue following completion of the Offer as outlined in section 7.3 (202.06m), and the closing price of Independence shares on 22 February 2011 ($6.78).

The Merged Group will have strong operational cash flow from two producing assets as well as a significant net cash position estimated at A$261.8 million[(1)] . This financial position and enhanced capital markets profile is likely to provide enhanced financial capabilities that will assist in the delivery of the Merged Group’s suite of development assets and enable the acceleration of its exploration programs.

8. There may be adverse consequences associated with not accepting the Offer

As a standalone entity, Jabiru is exposed to significant development and funding risk associated with the development of Stockman and some development risk associated with Bentley. Independence’s Offer provides Jabiru shareholders with the opportunity to mitigate these risks by becoming part of a larger, more diversified group with broader funding options and asset base.

Further, if you choose not to accept the Offer, you should be aware that:

• (a) if Independence becomes entitled to compulsorily acquire your Jabiru Shares as a result of the Offer, it intends to exercise those rights. If your Jabiru Shares are compulsorily acquired, you will still receive the Offer Consideration for your Jabiru Shares but at a later date than you would have received it if you had accepted the Offer; and

• (b) while there are many factors that will influence the market price of Jabiru Shares, in the absence of the Offer or a competing bid it is likely that the Jabiru Share price will fall below the value implied by the Offer.

(1) Based on cash and equivalents less current and non current interest bearing loans and borrowings. Refer to section 7.4 for group historical pro forma financial information.

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9. Potential access to capital gains tax relief

If, as a result of the Offer, Independence becomes the holder of 80% or more of the shares in Jabiru, Jabiru shareholders who would otherwise make a capital gain from the disposal of their Jabiru Shares pursuant to the Offer may be able to choose to obtain scrip-for-scrip rollover relief.

If scrip-for-scrip rollover relief is available and is chosen by Jabiru shareholders who would otherwise have made a capital gain on the disposal of their Jabiru Shares under the Offer, some or all of the capital gain from the disposal may be disregarded. The capital gains tax provisions would then only apply on a later taxable event (such as disposal) happening to the Independence Shares received as consideration under the Offer.

Jabiru shareholders are advised to seek professional advice regarding their tax position in regard to this offer.

Please refer to section 9 of this Bidder’s Statement for further information.

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1. Frequently Asked Questions

Question	Answer
What is Independence offering to buy? Independence is offering to buy all Jabiru Shares it does not already own, including Shares that are issued during the Offer Period whether due to the conversion of Jabiru Options or the vesting of Performance Rights, on the terms set out in this Bidder’s Statement.
What will you receive if you accept the Offer? If you accept the Offer, subject to the satisfaction of the conditions to the Offer, for every 8 of your Shares, you will receive 1 Independence Share. Based on the closing price of Independence Shares on 9 February 2010 (being the last closing price prior to announcement of the Offer), the implied value of the Offer Consideration was A$0.961per Jabiru share.
What do the Jabiru directors recommend in relation to the Offer? The Jabiru directors recommend that you ACCEPT the Offer in the absence of a superior proposal that is not matched by Independence. The reasons for the Jabiru Directors’ recommendation are detailed in the Target’s Statement. If there is a change in this recommendation or any material developments in relation to the Offer,Jabiru will be required to lodge a supplementaryTarget’s Statement.
What do the Jabiru directors intend to do in relation to any Jabiru Shares that they own or control? The Jabiru directors have unanimously agreed to accept the Offer with respect to their own shareholdings, in the absence of a superior proposal that is not matched by Independence.
When you will be paid? Independence will issue the Independence Shares to you under the Offer on or before the earlier of: � one month after the Offer is accepted or one month after all of the conditions have been freed or fulfilled (whichever is the later); and � 21 days after the end of the Offer Period. Full details of when consideration will be provided are set out in section 11.6 of this Bidder’s Statement.
What brokerage is payable on acceptances? You will not pay brokerage if you accept the Offer. However, Foreign Shareholders who accept the Offer and have their Jabiru Shares sold bya nominee willpaybrokerage as discussed further in section 10.6.
What are the Offer Conditions? The Offer is subject to a number of conditions, including: � a 90% minimum acceptance condition; � no material adverse change in relation to Jabiru; � no prescribed occurrences happening in relation to Jabiru; � Jabiru does not make any distributions; � no material acquisitions or disposals by Jabiru; and � no capital expenditures in excess of $2 million, other than those previously disclosed. Full terms of the conditions are set out in section 11.8 of this Bidder’s Statement.
What is the Offer in respect of Jabiru Options and Performance Rights? Independence is not making a separate takeover bid for Jabiru Options or Performance Rights. However, Independence has agreed to make separate offers to the holders of Options and to certain holders of Performance Rights on the terms detailed in section 10.1. Jabiru Option holders whose Options are converted into Shares during the Offer Period and holders of Performance Rights that vest during the Offer Period will be able to accept the Offer in respect of the Shares which theyare issued.
How do I accept the Offer? Issuer sponsored shareholders You may only accept the Offer for all of your Jabiru Shares. If your Shares are held on Jabiru’s issuer sponsored subregister (such holdings will be evidenced byan ‘I’ appearingnext toyour holder number on the enclosed

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Question Answer

Question	Answer
	Acceptance Form), to accept this Offer, you must complete and sign the Acceptance Form enclosed with this Bidder’s Statement and return it to the address indicated on the form before the Offer closes. CHESS sponsored shareholders If your Shares are in a CHESS Holding (such holdings will be evidenced by an ‘X’ appearing next to your holder number on the enclosed Acceptance Form), you may accept the Offer by either: � completing and signing the Acceptance Form enclosed with this booklet and returning it to the address indicated on the form; or � calling your broker and instructing your broker to accept the Offer on your behalf, before the Offer closes. Participants If you are a Participant, acceptance of this Offer must be initiated in accordance with Rule 14.14 of the ASX Settlement Operating Rules before the Offer closes. Full details on how to accept the Offer are set out in section 11.3 of this Bidder’s Statement.
What is the Bidder’s Statement?	The Bidder’s Statement is this document which has been prepared by Independence containing the detailed terms of the Offer and other information important toyour decision on whether to accept the Offer.
What is the Target’s Statement?	The Target’s Statement has been prepared by Jabiru and contains Jabiru’s formal response to the Offer,includingthe recommendation ofyour directors.
What choices do I have as a	As a Jabiru shareholder, you have the following choices: � Accept the Offer for all of your Shares, in which case you should follow the instructions in the Bidder’s Statement or in section 11.3 of this Bidder’s Statement. � Sell your Shares on market. You can sell your Shares on market unless you have accepted the Offer in respect of those Jabiru Shares. If you sell your Shares on market: (a) You will receive a cash amount according to the prevailing market price of Jabiru Shares, less any transaction costs payable; (b) You will lose the right to participate in the Offer; (c) You will not benefit from any possible increase in the value of Jabiru or Independence Shares; and (d) You will not benefit from any possible increase in the consideration that may be provided under the Offer or any other offer, should one be made. � Reject the Offer, in which case you need not take any action. You should note that your Shares may be compulsorily acquired by Independence in the event that Independence receives acceptances under the Offer to take its relevant interest over 90% and the other conditions of the Offer are either satisfied or waived. You may wish to seek legal, financial or taxation advice from your professional adviser regardingthe action thatyou should take in relation to the Offer.
Jabiru shareholder?
What is Independence’s	Under the Bid Implementation Agreement, if a third party makes a superior proposal, the Jabiru directors must not enter an agreement in relation to that superior proposal or change their recommendation without first giving Independence 3 business days to match the superiorproposal.
matching right?
When does the Offer close?	The Offer will open on [�] and is scheduled to close at 5pm (Perth, Western Australia time) on [�] unless the Offer is extended or withdrawn. This is the current deadline for your acceptance of the Offer. Your completed Acceptance Form or an acceptance through your Controlling Participant must be received by Independence’s share registry, Security Transfer Registrars Pty, Ltd by this deadline. However,the Offer Period maybe extended aspermitted bythe Corporations Act.

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Question	Answer
Can I be forced to sell my Jabiru Shares? You cannot be forced to sell your Jabiru Shares unless Independence proceeds to compulsory acquisition of Jabiru Shares. Independence will need to acquire at least 90% of Jabiru Shares (under the Offer or otherwise) in order to exercise compulsory acquisition rights. If Independence acquires more than 90% of Jabiru as a result of the Offer and proceeds to compulsory acquisition, then you will be paid the same consideration as is payable by Independence under the Offer. If Independence acquires more than 90% of Jabiru otherwise than as a result of the Offer, the consideration you receive will be in accordance with the Corporations Act.
If I accept the Offer, can I later withdraw my acceptance? If you accept the Offer, you are only able to withdraw your acceptance if Independence varies the Offer in a way that postpones for more than one month the time by which it has to meet its obligations under the Offer (for example, by extendingthe Offer Period for more than one month while it remains conditional).
Can Independence withdraw the Offer? Independence can only withdraw the Offer with the consent of ASIC. However, if the Offer closes and some or all of the conditions are not satisfied (and have not been waived by Independence), then the Offer will lapse and no acceptances will beprocessed.
What will happen if Independence increases its Offer? If you accept the Offer and Independence subsequently increases the Offer Consideration and the Offer becomes unconditional, you will receive the increased price in relation toyour Shares.
What happens if I accept the Offer and the conditions are not satisfied? If the Offer conditions are not satisfied and Independence has not waived the conditions by the end of the Offer Period, the Offer will lapse and you will be able to deal inyour Shares.
What are the tax implications of the Offer? A general description of the taxation treatment for certain Australian resident Jabiru Shareholders accepting the Offer is set out in section 9 of this Bidder’s Statement. You should not rely on those descriptions as advice for your own affairs. You should consult your taxation adviser for detailed taxation advice before making a decision as to whether or not to accept the Offer foryour Shares.
What if I am a Foreign Shareholder? Foreign Shareholders will not receive Independence Shares under the Offer. Independence Shares that would otherwise have been issued to Foreign Shareholders will instead be issued to a nominee who will then sell the shares. Foreign Shareholders will then be paid their proportion of the cash proceeds received from that sale (net of costs including brokerage). See section 11.7 for further information.
Will I receive the dividend recently declared by Independence? No. Accepting Jabiru shareholders will not be entitled to receive the 4 cent per share dividend announced by Independence on 21 February 2010. The record date for that dividend is 9 March 2011.
Where can I go for further information? For queries on how to accept the Offer, see the enclosed Acceptance Form or call Security Transfer Registrars on (08) 9315 2333. For queries in relation to your Jabiru shareholding, call Computershare on 1300 787 272. For all other queries in relation to the Offer, please contact the Independence Information Line on 1800 704 395 (within Australia) or +61 2 8256 3393 (outside Australia). Inquiries in relation to the Offer will not be received on any other telephone numbers of Independence or its advisers.
Important notice The information in this section 1 is a summary only of Independence’s Offer and is qualified by the detailed information set out elsewhere in this Bidder’s Statement. You should read the entire Bidder’s Statement and the Target’s Statement that accompanies this Bidder’s Statement, before deciding whether to accept the Offer.

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2. Information on Independence

2.1 Overview of Independence

2.1.1 Overview

Independence is a diversified mining and exploration company which was listed on the ASX on 17 January 2002 (ASX ticker code “IGO”).

As at 22 February 2011, Independence had a market capitalisation of approximately $941m. As at 31 December 2010, Independence’s reported net cash holdings were $298.8 million.

Independence’s key assets are:

• A 100% interest in the Long nickel mine in the Kambalda region of Western Australia. The Long nickel mine was acquired in September 2002, and entered production in October 2002. This operation is providing substantial cash flows for Independence, which enables Independence to invest in exploration as well as provide funding for future growth;

• A 30% joint venture interest (70% AngloGold Ashanti) in the development stage Tropicana gold project, 340km east northeast of Kalgoorlie in Western Australia. A Bankable Feasibility Study on the project, which has a Resource in excess of 5Moz, was completed in November 2010 with the boards of both AngloGold Ashanti and Independence approving the development of the project;

• An extensive exploration base and precious metals exploration portfolio comprising of a number of highly prospective exploration projects, together with an extensive geological database; and

• Various investments in listed and unlisted resources companies.

2.1.2 Structure

The corporate structure of the Independence Group as at the date of this Bidder’s Statement is set out below.

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Independence Group NL
100% 100% 100%
Lightning Nickel Pty Ltd Karlawinda Pty Ltd Newsearch Pty Ltd
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2.1.3 Ownership

Independence is listed on the ASX and has a diverse shareholder base. To the best of its knowledge, Independence is not directly or indirectly controlled by another corporation or any person or foreign government and there are no arrangements which may, at a subsequent date, result in a change of control of Independence.

2.2 Operations

Independence conducts its operations independently as well as through a number of joint ventures. The table below provides a high-level view of Independence’s key assets and its current interest in those assets as well as its current interest in investments.

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Asset	Type	Status	Independence’s interest
Longnickel mine	Nickel	Operating	100.0%
Tropicanagoldproject	Gold	Development	30.0%
Karlawinda	Gold	Exploration	100.0%
Holleton	Gold	Exploration	90.0-100.0%
De Beers Database	Various	Exploration	100.0%
Duketon Nickel	Nickel	Exploration	0-70.0%(1)
Bungalbin	Nickel	Exploration	70.0%
Jaguar Nickel	Nickel	Exploration	0-70.0%(1)
Orrbacken	Nickel	Exploration	0-73.0%(2)
Mt Isdell	Base metals,Gold	Exploration	100.0%
Birrindudu	Tin	Exploration	100.0%
Musgrave Minerals	Gold,Nickel,Base metals	Exploration	30.6%
BrumbyResources	Iron ore	Exploration	4.8%
Argentina Mining	Gold,Copper	Exploration	19.9%

(1) Independence has the right to earn the interest mentioned.

(2) Independence has the right to earn up to the interest mentioned.

2.2.1 Long Nickel Mine (Independence 100%)

Independence’s wholly owned subsidiary, Lightning Nickel Pty Ltd, acquired the Long nickel mine and the lease of related infrastructure and equipment from WMC Resources Ltd for $15 million in September 2002. The mine was successfully commissioned in October 2002.

The mine provides a healthy cash flow to Independence and has significant upside for further mine life extensions. Historic production from the Long nickel mine represents the second largest concentration of nickel in the Kambalda region, and qualified as one of WMC’s longest operating nickel mines with a 21 year mine life. Total production to closure in 1999 was 5.43 million tonnes at an average reconciled grade of 3.7% per cent nickel (203,184 nickel tonnes).

Since Independence recommissioned the mine in 2002, to December 2010 the mine has produced 69,220 nickel tonnes at a reconciled grade of 3.9% nickel. Exploration and development activities have resulted in the discovery of an additional 10 years of Reserves increasing current mine life to at least 2016, based on Reserves only, at a production rate of approximately 9,000 tonnes of nickel per annum. The McLeay nickel deposit was discovered in 2005 and is still open to the south. The Moran nickel deposit was discovered in 2008. It currently has a resource of 39,400 nickel tonnes and is open to the south-east. Results to date also indicate that the Long nickel deposit is open to the north.

Independence has an agreement with BHP Billiton Nickel West Pty Ltd whereby the ore produced from the mine is delivered to the adjacent Nickel West Kambalda Nickel Operations Concentrator for toll treatment and production of nickel concentrates, which are then sold to BHP on terms set out in that agreement. The agreement expires on 27 February 2019.

Mining methods range from long-hole open stoping and mechanised cut and fill stoping, to hand-held mining which is utilised to extract blocks in narrow stopes not suitable for mechanisation. Wherever necessary, nonentry, mechanised mining methods are employed for safety reasons. The spacing of stoping sub-levels and other aspects of the mining methods have been designed to minimise dilution and geotechnical risk.

Production for FY2010 was 8,615 tonnes of nickel metal. FY2011 guidance is for 8,800-9,200t Ni at a cash cost of A$4.00 – 4.20/lb Ni (before royalties).

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Long nickel mine – 2009/10production	Long nickel mine – 2009/10production	Long nickel mine – 2009/10production	Long nickel mine – 2009/10production
Tonnes Ni % Ni Tonnes
Long (mechanised and hand-held) 83,774 4.3 3,589 Victor South (mechanised) 31,730 4.9 1,552 McLeay (mechanised and hand-held) 86,189 4.0 3,423 Moran(mechanised) 1,103 4.6 51
TOTAL 202,796 4.2 8,615 Reserve 6,478 In addition to Reserve 2,137
TOTAL	8,615
Long nickel	mine payable cash costs (A$/lb) vs spot nickel price (A$/lb)
(A$/lb) – $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 Jan-06 Jan-07 Nickel price (A$/lb)		Jan-08 Jan-09 Jan-10 Jan-11 Long Nickel mine payable cash costs (A$/lb)

Source: Iress.

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	Long nickel mine Resources summary	Long nickel mine Resources summary
		Undiluted Resources at 1% Ni cut-off(1) as at 30 June 2010(2)
		Tonnes Ni % Ni Tonnes
Long	Measured Indicated Inferred	26,000 5.6 1,500 215,000 4.8 10,300 105,000 4.4 4,600
	Sub-Total	346,000 4.7 16,400
Victor South	Measured Indicated Inferred	17,000 7.0 1,200 232,000 2.7 6,300 131,000 1.7 2,200
	Sub-Total	380,000 2.6 9,700
McLeay	Measured Indicated Inferred	85,000 8.1 6,900 248,000 5.7 14,200 94,000 5.1 4,800
	Sub-Total	427,000 6.1 25,900
Moran	Indicated Inferred	494,000 7.2 35,700 52,000 7.1 3,700
	Sub-Total	546,000 7.2 39,400
Broken Stocks	Measured	3,000 3.0 100
	Sub-Total	3,000 3.0 100
TOTAL		1,702,000 5.4 91,500

	Long nickel mine Reserves summary	Long nickel mine Reserves summary
		Mining Reserve at economic Ni cut-off(1) as at 30 June 2010(2)
		Tonnes Ni % Ni Tonnes
Long	Proven Probable	15,000 2.8 400 98,000 2.9 2,900
	Sub-Total	113,000 2.9 3,300
Victor South	Proven Probable	24,000 4.0 1,000 55,000 5.1 2,800
	Sub-Total	79,000 4.8 3,800
McLeay	Proven Probable	121,000 3.9 4,700 261,000 3.4 8,800
	Sub-Total	382,000 3.5 13,500
Moran	Proven Probable	- - - 739,000 4.4 32,700
	Sub-Total	739,000 4.4 32,700
Broken Stocks	Proven	2,000 3.0 100
	Sub-Total	2,000 3.0 100
TOTAL		1,315,000 4.1 53,400

(1) The cut-off grade used for Victor South resources is 0.6% Ni.

(2) Ore tonnes have been rounded to the nearest thousand tonnes and nickel tonnes have been rounded to the nearest hundred tonnes. Resources are inclusive of Reserves.

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Note: Long Nickel Mine – Longitudinal Projection Showing Target Areas, TEM Conductors and Significant Intercepts Outside Current Resources and Reserves.

NEAR MINE EXPLORATION – MORAN

The high-grade Moran deposit was discovered by Independence’s exploration team in late 2008 and a maiden resource estimate was published in September 2009. The Moran nickel sulphides are within the same lava channel hosting the +200,000 nickel tonne Long ore body. Moran is currently interpreted to have a 620m strike length and remains open to the south-east. The deposit is located approximately 1km south of the Long ore body. The first production from Moran occurred in June 2010.

NEAR MINE EXPLORATION – LONG NORTH

Drilling north of the Long ore body in 2007/8 identified a new ore surface (the 07 Shoot), which was previously thought to have been stoped out by porphyry dykes.

Several extensional holes were drilled to test the prospective contact to the north and downdip from the 07 Shoot. The first of these holes, LG137-039, intersected remobilized massive sulphide (0.3m @ 5.9% Ni) and light matrix sulphide (1.2m @ 2.4% Ni) approximately 465m north of the 07 Shoot 2009 resource boundary. Diamond holes drilled beneath the 07 Shoot also intercepted 16.3m @ 4.6% Ni and 9.3m @ 6.0% Ni. These results upgrade the prospectivity of the Long North target area, and a program of drill drive development and infill drilling is planned for the 2011 financial year.

NEAR MINE EXPLORATION – MCLEAY

The McLeay ore body remains open to the south. A swarm of porphyry dykes stopes out mineralisation at the southern limit of the existing resource and creates difficult drilling conditions that have thus far prevented effective testing of the prospective contact further to the south. The new 570 drill drive will be used to extend the drilling past the porphyry swarm to test for a continuation of the McLeay ore system. The new underground transmitter loop will allow DHTEM surveying with greatly improved data quality in the underground diamond drill holes.

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2.2.2 Tropicana Joint Venture (Independence 30%, AngloGold Ashanti 70%)

The Tropicana JV comprises approximately 16,000 km2 of largely unexplored tenure over a strike length of 330km along the Yilgarn Craton – Fraser Range Mobile Belt Collision Zone. The project was initially targeted and pegged by Independence in 2001. AngloGold Ashanti Australia was brought in to fund and manage exploration in January 2002 due to the substantial resources required to effectively explore this very large and remote tenement package. The JV has a dominant ground position in what is shaping up to be a new Australian gold province. In 2005 the JV discovered the Tropicana deposit which now has Resources in excess of 5 million ounces of gold and a BFS which was completed at the end of 2010.

In addition to the recently completed feasibility work at the Tropicana deposit, scoping studies were completed on the potential Boston Shaker open pit and Havana Deeps underground deposits.

Exploration is also continuing at priority regional locations throughout the joint venture area, with a focus on those within trucking distance of the planned operation at Tropicana-Havana.

TROPICANA BANKABLE FEASIBILITY STUDY

On 11 November 2010, Independence announced that the boards of both Independence and AngloGold Ashanti had approved project development. The approved project is expected to produce 3.45Moz (1.04Moz – Independence share) over a 10 year life at A$710-A$730/oz cash cost (real), including royalties. Apart from the starter pits all future cut-backs have been included in cash costs.

Based on BFS parameters, production over the first three years is expected to be approximately 470,000 – 490,000 oz p.a. (100% basis) at cash costs of approximately A$580–A$600/oz (including royalties).

Subsequent to the completion of the BFS, Macmahon Holdings Ltd was selected as the preferred tenderer for final negotiations of the open pit mining contract, which is scheduled to be awarded in the March 2011 quarter.

Key Project Parameters (November 2010 BFS)
Initial mine life	10years
Potential further mine life	Boston Shaker,Havana Deeps,Regional Targets
Reserves	48Mt@2.2g/t Au for 3.4Moz
Mininginventory	59Mt@2.0g/t Au for 3.8Moz
Expected recoveredgoldproduction	3.45Moz
Capital cost – plant & infrastructure:	Real: A$590–620M
	Nominal: A$615–650M
Capitalised pre-commissioning operating costs	Real: A$100–120M
	Nominal: A$110–125M
Cash costs,includingroyalties(real)	A$710–730/oz Au
Escalation rates applied to capital costs (nominal)	Nominal capital costs include allowance for the potential mining
	boom in Western Australia duringthe constructionperiod
Gold recoveryrate	90.4%
Annual averagegoldproduction over 10year life	330,000–350,000 oz
Maximum draw down(IGO 30%share)	A$195–200M(real)
Stripratio	5.5:1
Expected firstproduction	Second half 2013
Estimated average annualproductionyears 1 – 3	470,000–490,000 oz
Cash cost includingroyaltiesyears 1 – 3	A$580–600/oz
Payback period (based on A$1,300/oz gold price,	2.2 years
US$85/bbl oil,AUD:USD 1.00)
Powergeneration	Diesel, gas beingassessed

SCOPING STUDIES

During the December 2010 quarter, scoping studies were completed on the near surface Boston Shaker deposit immediately north of the Tropicana deposit and Havana Deeps, which lies immediately below the

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proposed Havana Pit. The outcomes of the scoping studies were positive and approval has been given to advance Boston Shaker to the feasibility stage. A decision to advance Havana Deeps to prefeasibility was made in February 2011. These studies will assess how the deposits may enhance the currently approved project economics and mine life.

RESOURCES AND RESERVES SUMMARY

As part of the scoping study process Resource estimations were completed on Boston Shaker (open pit) and Havana Deeps (underground).

Resources – January 2011
Mineral Resource	Classification	Tonnes (M)	Gold (t)	Grade (g/t Au)	Gold (Moz)
Open Pit	Measured Indicated Inferred	25.8 28.8 10.5	56.1 58.7 15.0	2.2 2.0 1.4	1.80 1.89 0.48
Open Pit – Tropicana & Havana		65.1	129.8	2.0	4.17
Boston Shaker	Measured Indicated Inferred	0.0 0.0 6.1	0.0 0.0 14.9	0.0 0.0 2.5	0.00 0.00 0.48
Open Pit – Boston Shaker		6.1	14.9	2.5	0.48
Underground	Measured Indicated Inferred	0.0 0.0 5.3	0.0 0.0 19.5	0.0 0.0 3.7	0.00 0.00 0.63
Underground – Havana Deeps		5.3	19.5	3.7	0.63
Total Tropicana	Measured Indicated Inferred	25.8 28.8 21.9	56.1 58.7 49.4	2.2 2.0 2.3	1.80 1.89 1.59
Total Project Resource		76.5	164.2	2.2	5.28

Note: Notes to Mineral Resource statement:

(1) The Tropicana, Havana and Boston Shaker Open Pit Mineral Resources have been estimated using the geostatistical technique of Uniform Conditioning.

(2) Tropicana and Havana South Mineral Resources have been reported above a cut-off grade of 0.5 g/t for Oxide and Transitional material and 0.6 g/t for Fresh Material, within a US$1,025/oz optimisation shell at a A$/US$ exchange rate of 0.80 (A$1,281/oz). The Resource estimate is based on contract mining costs whereas the previous Resource estimate used estimated owner-operator costs. The Havana portion of the Open Pit Mineral Resource has been reported within the BFS Pit Design, with the Havana Deeps Underground Mineral Resource reported externally to the Pit Design. (3) Boston Shaker Mineral Resources have been reported above a break-even cut-off grade of 0.5g/t for Oxide and Transitional material and 0.6 g/t for Fresh material, within a US$1,100/oz optimisation shell at a A$/US$ exchange rate of 0.84 (A$1,309/oz).

(4) The Havana Deeps Underground Resource has been estimated using the geostatistical technique of Direct-Block Conditional Simulation. The Havana Deeps Underground Mineral Resource is reported externally to the Havana BFS Pit Design, at a cut-off grade of 2.8 g/t Au.

Reserves – November 2010	Reserves – November 2010
Mineral Reserve	Classification	Tonnes (M)	Gold (t)	Grade (g/t Au)(1)	Gold (Moz)(2)
Total Tropicana	Proved Probable	24 24	55.2 50.4	2.3 2.1	1.8 1.6
Total Project Reserve		48	105.6	2.2	3.4

Note: Notes to Reserve statement:

(1) Cut-off: 0.7g/t Au oxide ore, 0.8g/t Au fresh ore.

(2) A$1,100/oz optimisation.

NEAR MINE EXPLORATION

In addition to the feasibility work at the Tropicana deposit, exploration is continuing at a number of priority locations throughout the joint venture area.

The focus of work has been on exploring prospects within trucking distance of the proposed Tropicana treatment plant. Drilling programs proximal to Tropicana, including Havana South, Havana Deeps and Boston Shaker have been very successful and are likely to add significantly to the resource base of the project.

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2.2.3 Regional Exploration Projects

A summary of the locations of Independence’s key exploration assets is detailed below.

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----- Start of picture text -----

Birrindudu
Legend (IGO 100%)
IGO Exploration Project Locations
Long Nickel Mine Jeannie River
(IGO earning 70%)
Mt Isdell
(IGO 100%) Musgrave JV
Karlawinda (IGO 51%)
(IGO 70%)
Duketon JV
(IGO earning 70%)
Jaguar Nickel JV
(IGO earning 70% nickel rights)
Bungalbin JV
(IGO earning 70%)
Holleton
(IGO 100%)
Tropicana
(IGO 30%)
LONG NICKEL MINE Lefroy JVs
(IGO earning 70–100%)
(IGO 100%)
----- End of picture text -----

KARLAWINDA (Independence 100%, BHP Billiton clawback rights)

The Karlawinda Project is located on the southern margin of the Archaean Sylvania Inlier, some 65km southeast of Newman, close to the Great Northern Highway and gas pipeline infrastructure.

Drilling at Francopan has defined an extensive gold mineralised system extending over a strike length of 1.1km and 0.5km down dip (open in both directions) beneath approximately 190m of Proterozoic Bangemall Basin cover sediments. Near surface gold mineralisation has been intercepted at the Bibra prospect.

HOLLETON (Independence 90-100%)

The Holleton Project covers an area of approximately 1,150km2 over the largely unexplored Holleton greenstone belt in the Southern Cross Province of the Archaean Yilgarn Craton.

Independence is exploring the project area for Yilgarn Star, Marvel Loch or Westonia style gold deposits.

DUKETON JOINT VENTURE (Independence Manager earning 70% Nickel rights)

The Duketon Nickel JV with South Boulder Mines Ltd covers ultramafic-rich stratigraphy prospective for massive and disseminated nickel sulphide mineralisation in the Duketon Greenstone Belt, approximately 80km north of the Windarra nickel deposit.

Independence is focusing on the Bulge magnetic anomaly, a prominent thickened portion of ultramafic with a strike length of 8km situated along a more extensive ultramafic package located on the western flank of the project tenure.

ORRBACKEN JOINT VENTURE (Independence earning up to 73%)

During FY2010 Independence entered into a Joint Venture agreement with Mawson Resources Limited to earn up to a 73% interest in the Orrbäcken Ni-Cu-Co project, located 10km from the regional centre of Skellefteå in north eastern Sweden.

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The Orrbäcken project comprises a nickel occurrence discovered by local prospectors who identified approximately 80 gabbroic boulders that form a 1.5km long glacial boulder train, 25 of which are mineralised and interpreted to be close to source.

MOUNT ISDELL (Independence 100%)

The Mt Isdell Project covers an area of over 220km2 and is located 35km south of the 26 million ounce Telfer gold resource and 80km south-east of the Nifty copper operation (148M t @ 1.3% Cu). The project straddles the same major north-west trending structure that is adjacent to both the Nifty and Maroochydore deposits.

BIRRINDUDU PROJECT (Independence 100%)

The Birrindudu project is located 290km southeast of Kununurra in the Tanami Region of the Northern Territory. The project was initially identified during a review of results from the WMC Diamond division and De Beers Diamond databases, being used for target generation by Independence under agreement with WMC, (now BHP Billiton) which highlighted an area of strongly anomalous tin. Reconnaissance sampling by Independence in 2008 confirmed the presence of tin, together with tungsten and tantalum.

JAGUAR NICKEL SULPHIDE JOINT VENTURE (Independence earning 70% Nickel rights)

Independence has entered into a joint venture with Jabiru Metals Limited whereby Independence may earn a 70% interest in the Jaguar Nickel Sulphide joint venture.

De BEERS DATABASE (Independence 100%)

In 2009 Independence acquired the non-diamond specific exploration database of De Beers. This database represents the culmination of more than 30 years of exploration. The key assets of the database are the surface geochemical samples and associated analytical results covering many mineral prospective regions throughout Australia as outlined in the diagram below. As De Beers was solely focused on diamond exploration, less than half of the samples were appraised for commodities other than diamonds. Independence views the database as a very powerful tool for rapidly generating new projects in Australia across a range of commodities.

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De Beers database – sample locations
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2.2.4 Other Investments

MUSGRAVE MINERALS (Independence 30.6%)

Independence holds 1.2 million fully paid Musgrave Minerals Limited shares (30.6%). Musgrave Minerals Limited was created during 2010 by Independence, Mithril Resources Limited, and Goldsearch Limited as a dedicated vehicle to explore the highly prospective and under-explored Musgrave Province in South Australia.

Musgrave Minerals is expected to conduct an initial public offering of shares and is expected to seek admission to the official list of ASX and quotation of its shares prior to 30 April 2011.

BRUMBY RESOURCES LIMITED (Independence 4.8%)

Independence holds 6.9 million fully paid Brumby Resources Limited shares (4.8%). Brumby Resources Limited is exploring for iron ore, particularly in the Goldsworthy region of Western Australia.

ARGENTINA MINING LIMITED (Independence 19.9%)

Independence has recently signed an agreement to take up to a 19.9% interest in Argentina Mining Limited, a company with exploration interests in Argentina that is seeking to list on ASX in March 2011. The agreement includes certain joint venture rights.

2.3 Hedging

During the December 2010 quarter, nickel hedge contracts were placed for 100t per month for 2012/13 at A$25,000/t. Total hedged nickel metal as at 31 December 2010 is 5,760t at A$23,352/t, which is scheduled to be delivered at 200 tonnes per month from January to June 2011, 180 tonnes per month from July 2011 to June 2012 and 200 tonnes per month from July 2012 to June 2013.

2.4 Directors of Independence

Brief profiles of the directors of Independence as at the date of this Bidder’s Statement are as follows:

Oscar Aamodt FCIS, Non-executive Chairman

Oscar Aamodt is a fellow of the Institute of Chartered Secretaries and has more than 30 years experience in the administration and management of mining and exploration listed companies in Australia and overseas. He has held a number of directorships in Australian mining companies as well as having held the positions of Chief Financial Officer, Chief Operating Officer and company secretary of a number of Australian listed mining and exploration companies. He has had extensive involvement in project development team work, project financing as well as corporate activities. Mr Aamodt was appointed Chairman of the Company on 31 March 2009.

Christopher Bonwick B.Sc. (Hons), MAusIMM, Managing Director

Mr Bonwick is a geologist with over 30 years experience in the mineral exploration and mining industry, particularly in the areas of Australian gold and nickel exploration. He has a proven track record of successful mineral exploration and team management. Mr Bonwick was employed by mining house WMC for ten years as an open-cut and underground mine geologist, and senior supervising geologist at WMC's Kalgoorlie Exploration Division. In 1991, he moved to Samantha Gold NL where he was employed as Chief Geologist. Mr Bonwick accepted a position at Resolute Limited as Chief Geologist in 1994.

Mr Bonwick has led numerous teams that have successfully made virgin gold discoveries, including the Chalice (which returned $100 million profit in just over three years and won "Diggers and Dealer's Discovery of the Year" in 1994), Redeemer and Indee deposits, as well as near-mine gold discoveries in Australia (Hill 50 satellites and Marymia satellites) and Africa. Mr Bonwick was also awarded the Joe Harms Medal in 2010 by the Geological Society of Australia which is awarded "to persons distinguished for excellence in mineral exploration and contribution to the discovery of ore deposits".

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Kelly Ross CPA, ACIS, Executive Director

Kelly Ross is an accountant with over 25 years experience in the mineral exploration and mining industry. Ms Ross was with the Resolute group from 1987 to 2000, during which time Resolute grew from a small exploration company to a major gold producer. Ms Ross has held positions with National Resources Exploration Pty Ltd, the Kimseed Group, Murchison United NL and the Department of Mineral & Petroleum Resources. Ms Ross is also the Company Secretary of Independence Group NL and a director of Musgrave Minerals Limited.

John Christie CPA, ACIS, Non-executive Director

Mr Christie is an accountant by profession with experience primarily in the resource and construction industries. He spent 16 years with Anaconda Australia Inc, including seven years as Vice President and Treasurer. Mr Christie has previously held board positions with Ranger Minerals Ltd and General Minerals Corporation. Mr Christie was Company Secretary and CFO of Ranger Minerals Ltd from 1984 to 2002.

Peter Bilbe B.E. (Mining) (Hons), MAus IMM, Non-executive Director

Peter Bilbe is a mining engineer with over 30 years experience in the industry. Mr Bilbe was recently Managing Director of Aztec Resources Limited and was appointed a director of Mount Gibson Iron Limited following the takeover of Aztec by Mount Gibson in 2007. Mr Bilbe has held senior positions with Portman Limited, Aurora Gold Limited and Kalgoorlie Consolidated Gold Mines Pty Ltd. Mr Bilbe is a past member of the Executive Council of Chamber of Minerals and Energy. Mr Bilbe is also currently a director of Northern Iron Limited, Norseman Gold plc and Sihayo Gold Ltd.

Rod Marston B.Sc. (Hons), Ph.D., MAIG, MSEG, Non-executive Director

Dr Marston is a geologist with over 35 years experience in the mineral exploration and mining industry, both in Australia and internationally. He has held senior positions with the Geological Survey of Western Australia and numerous mineral resource consulting groups, who have provided their services to major Australian mining houses such as WMC and BHP. He compiled landmark mineral resource bulletins on copper and nickel mineralisation in Western Australia when with the Geological Survey. Dr Marston played a key role in the discovery, development and management of the multi-million ounce Damang Gold Mine in Ghana, West Africa. Dr Marston was a director of Ranger Minerals Ltd prior to that company's merger with Perilya Limited. Dr Marston has been a director of Kasbah Resources Ltd since 2006.

2.5 Proposed changes to Independence Board and Management team

If at the end of the Offer Period, the Offer is free from all conditions and Independence has a relevant interest in 90% of Jabiru on a fully diluted basis, Independence will invite Managing Director of Jabiru, Mr Gary Comb, to join the Independence Board in the position of Executive Director – Operations.

2.6 Financial information on Independence

The recent financial performance of Independence is summarised below. Section 7.4.3 sets out pro forma financial information for the Merged Group.

2.6.1 Basis of preparation of historical financial information

The Independence historical financial information as set out in section 2.6.2 and 2.6.3 below is presented in AUD (being the reporting and functional currency of Independence) and comprises:

• the historical consolidated statements of comprehensive income of Independence for the financial year ended 30 June 2010 and the half year ended 31 December 2010; and

• the historical consolidated statement of financial position of Independence as at 30 June 2010 and 31 December 2010.

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The historical financial information relates to Independence on a standalone basis and, accordingly, does not reflect any impact of the Offer. It is presented in summary form and does not contain all of the disclosures required in a financial report prepared for Australian statutory reporting purposes. The full financial accounts of Independence for the financial periods described above, which includes the notes to the accounts, can be found in Independence’s annual and half year reports for those specific periods (copies of which can be obtained from Independence’s profile at www.asx.com.au or at Independence’s website, www.igo.com.au).

The Independence historical financial information has been prepared in accordance with the measurement and recognition criteria of Australian Accounting Standards (including Australian Accounting Interpretations), other authoritative pronouncements of the Australian Accounting Standards Board ( AASB ) and also complies with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ). The accounting policies have been consistently applied over the historical periods presented, as set out in Independence’s annual and half year report.

The Independence financial information included herein should be read in conjunction with the other information contained in section 1, the Independence financial statements referred to above, the risk factors in section 8 and other information contained within this Bidder’s Statement.

2.6.2 Summary historical consolidated statements of comprehensive income

The summarised historical consolidated statement of comprehensive income of Independence shown below has been extracted from its audited financial statements for the year ended 30 June 2010 and auditor reviewed accounts for the half year ended 31 December 2010.

Consolidated statement of comprehensive income
	Half Year	Year End
A$ in millions	31 Dec 2010	30 June 2010
Revenues from continuing operations	73.2	116.7
Other income	4.4	–
Mining and development costs	(9.9)	(18.9)
Employee costs	(11.8)	(20.0)
Share-based payment expense	–	(0.1)
Fair value adjustment of listed investments	1.1	(0.5)
Depreciation and amortisation expense	(9.9)	(11.4)
Royalty expense	(4.1)	(4.9)
Ore tolling costs	(4.0)	(7.5)
Exploration costs expensed	(1.2)	(2.3)
Impairment of capitalised exploration costs	(1.8)	(5.0)
Other expenses	(4.2)	(5.7)
Profit/(loss) from continuing operations before income tax	31.8	40.4
Income tax benefit/(expense)	(9.2)	(11.7)
Profit for the year attributable to members	22.6	28.7
Other comprehensive income
Effective portion of changes in fair value of cash flow hedges	0.6	(4.2)
Other comprehensive income, net of tax	0.6	(4.2)
Total comprehensive income for the year attributable to members	23.2	24.5
Basic earnings per share (cents per share)	19.03	25.28
Diluted earnings per share (cents per share)	18.99	25.27

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2.6.3 Summary historical consolidated statements of financial position

The summarised historical consolidated statement of financial position of Independence shown below has been extracted from its audited financial statements for the year ended 30 June 2010 and auditor reviewed accounts for the half year ended 31 December 2010.

Consolidated statement of financial position
	Half Year	Year End
A$ in millions	31 Dec 2010	30 June 2010
Current assets
Cash and cash equivalents	300.2	144.0
Trade and other receivables	29.4	21.5
Inventories	0.4	0.3
Other financial assets	10.9	3.4
Total current assets	340.9	169.2
Non-current assets
Deferred tax assets	16.2	7.3
Other financial assets	6.8	3.7
Property, plant and equipment	10.7	5.1
Exploration, evaluation and development expenditure	100.8	86.4
Investments accounted for using the equity method	–	0.1
Mine acquisition costs	0.4	0.7
Intangible assets	0.9	1.0
Total non-current assets	135.8	104.3
Total assets	476.7	273.5
Current liabilities
Trade and other payables	18.3	17.1
Current tax payable	4.7	2.3
Borrowings	0.5	–
Other financial liabilities	18.7	13.9
Total current liabilities	42.2	33.3
Non-current liabilities
Deferred tax liabilities	29.2	20.3
Borrowings	0.9	–
Other financial liabilities	7.7	3.7
Provisions	1.5	1.4
Total non-current liabilities	39.3	25.4
Total liabilities	81.5	58.7
Net assets	395.2	214.8
Equity
Share capital	190.2	29.6
Reserves	(1.2)	(1.8)
Retained earnings	206.2	187.0
Total equity	395.2	214.8

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2.6.4 Management comments on historical results

(a) Operations

• FY10 was a year of strong growth for Independence as a result of improving market conditions and nickel prices

• In FY10, Independence reported strong operational results due to strong nickel production (2010: 8,615 Ni tonnes, 2009: 8,779 Ni tonnes), one of the highest nickel grades (2010: 4.2% Ni, 2009: 4.0% Ni), low cash costs (inclusive of royalties) of A$4.43/lb and the development and commencement of mining from Moran

• Independence continued the development of the Moran ore body including the commencement of

• construction of a paste plant in 1H FY11

• Operations in 1H FY11 continued to improve due to the higher nickel price and an increase in production volumes

(b) Revenue

• Revenue for FY10 increased by 15% to $117 million due to improved commodity prices and above budget production at the Long nickel mine

• In 1H FY11, revenue increased by 43% to $78 million due to higher nickel production and prices

(c) Cost of sales

• Independence was able to maintain below industry average cash costs in FY10 and 1H FY11

(d) Net profit

• Net profit for FY10 increased by 78% to $29 million as a result of higher revenue

• Revenue improvement continued to positively impact net profit for 1H FY11 which increased by 79% to $23 million

(e) Total assets

• Total assets for 1H FY11 increased by 74% to $477 million

• Total assets mainly comprise cash, exploration, evaluation and development expenditure. A major contributor to the increase in total assets during 1H FY11 was the $164 million capital raising undertaken during this period

(f) Total liabilities

• Total liabilities increased in FY10 to $59 million due to commodity hedging valuation reduction of $14 million

• In the half year 2011, total liabilities increased to $82 million largely due to commodity hedging valuation reduction of $8 million

(g) Total equity

• Total equity increased in FY10 by 10% to $215 million due to continued strong profits

• Total equity in 1H FY11 increased by 84% to $395 million following a $164 million equity capital raising and ongoing profits from operations

2.6.5 Material changes in Independence financial position since last published accounts

Material changes subsequent to Independence’s financial position as at 31 December 2010 were:

• Announcement of Independence board resolution to pay a fully franked dividend of 4 cents for every ordinary share held, to be paid on 18 March 2011;

• Acquisition of a 10.48% interest in Jabiru from Metals X for $0.829 cash, at a total cost of A$48 million; and

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• Tranascation costs incurred by Independence in conjunction with the Offer of approximately $5.4 million as outlined in section 10.10.

2.7 Corporate governance

The Independence board seeks, where appropriately to provide accountability levels that meet or exceed the ASX Corporate Governance Council’s Principles for Good Corporate Governance and Best Practice Recommendations.

Details on Independence’s corporate governance procedures, policies and practices can be obtained from www.igo.com.au.

2.8 Publicly available information about Independence

Independence is a listed disclosing entity for the purposes of the Corporations Act and as such is subject to regular reporting and disclosure obligations. Specifically, as a listed company, Independence is subject to the listing rules of ASX which require continuous disclosure of any information Independence has concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.

ASX maintains files containing publicly disclosed information about all listed companies. Independence’s file is available for inspection at ASX during normal business hours.

In addition, Independence is also required to lodge various documents with ASIC. Copies of documents lodged with ASIC by Independence may be obtained from, or inspected at, an ASIC office.

On request to Independence and free of charge, Jabiru shareholders may obtain a copy of:

• the annual financial report of Independence for the year ended 30 June 2010 (being the annual financial report most recently lodged with ASIC before lodgement of this Bidder’s Statement with ASIC);

• any half year financial report lodged with ASIC by Independence after the lodgement of the annual financial report referred to above and before lodgement of this Bidder’s Statement with ASIC; and

• any continuous disclosure notice given to ASX by Independence since the lodgement with ASIC of the 2010 annual report for Independence referred to above and before lodgement of this Bidder’s Statement with ASIC.

A list of announcements made by Independence to ASX since 30 June 2010 is contained in Attachment 2. A substantial amount of information about Independence is available in electronic form from www.igo.com.au.

2.9 Announcement by Independence in relation to the Offer

On 9 February 2011, Independence made a public announcement to ASX in relation to the Offer. A copy of that announcement is contained in Attachment 1 of this Bidder’s Statement.

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3. Information on Independence’s securities

3.1 Independence issued securities

As at the date of this Bidder’s Statement, Independence’s issued securities consisted of:

• 138,777,305 fully paid ordinary shares; and

• 837,500 options to subscribe for Independence Shares.

3.2 Recent trading of Independence Shares

The latest recorded sale price of Independence Shares on ASX prior to the announcement of the Offer was $7.69 as at close of trading on ASX on 9 February 2011.

The latest recorded sale price of Independence Shares on ASX before the date on which this Bidder’s Statement was lodged with ASIC was $6.78.

The highest recorded sale price of Independence Shares on ASX in the last 4 months before this Bidder’s Statement was lodged with ASIC was $8.35.

The lowest recorded sale price of Independence Shares on ASX in the last 4 months before this Bidder’s Statement was lodged with ASIC was $6.61.

The following chart shows the last sale price of Independence Shares on ASX in the 12 months prior to the date of this Bidder’s Statement.

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Independence share price performance
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$10.00
$9.00 Share price as at 22 Feb: $6.78
$8.00
$7.00
$6.00
$5.00
$4.00
$3.00
$2.00
Feb-09 Apr-09 Jun-09 Aug-09 Oct-09 Dec-09 Feb-10 Apr-10 Jun-10 Aug-10 Oct-10 Dec-10 Feb-11
Independence share price ASX 200 (Indexed)
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Source: Iress.

3.3 Dividend history

Independence has previously paid dividends. In 2009 Independence paid a fully franked dividend of 5 cents per Independence Share. In 2010 Independence paid a total dividend of 5 cents per share, fully franked.

On 21 February 2011 Independence announced an interim dividend of 4 cents per share, fully franked. The record date for the dividend is 9 March 2011 and accordingly accepting Jabiru shareholders will not be entitled to receive the dividend.

Following the Offer Independence will consider whether to pay dividends as appropriate having regard to its financial position, future capital requirements and other relevant factors.

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3.4 Rights and liabilities attaching to Independence shares

(a) Introduction

The rights and liabilities attaching to the Independence Shares which will be issued as the consideration under the Offer are set out in Independence’s constitution and in the Corporations Act.

The main rights and liabilities attaching to Independence Shares are summarised below.

(b) Meetings of shareholders and voting rights

At a general meeting, every person who is an Independence shareholder or a proxy, attorney or representative of an Independence shareholder has one vote on a show of hands and one vote on a poll for each fully paid share held (with adjusted voting rights for partly paid shares). Voting at any general meeting of Independence shareholders is by a show of hands unless a poll is demanded by at least 5 Independence shareholders entitled to vote on the resolution, Independence shareholders entitled to cast at least 5% of the votes that may be cast on the resolution on a poll or the chairman.

(c) Dividends

The directors of Independence may from time to time determine to distribute the company’s profits by way of dividend to Independence shareholders entitled to receive dividends. Each Independence Share has the same dividend rights, subject to any special rights, arrangements or restrictions attached to the shares.

As discussed in section Source: above, Jabiru shareholders will not be entitled to participate in the 4 cent per share interim dividend announced by Independence on 21 February 2011.

(d) Winding up

If a company is wound up, the liquidator may, with the sanction of a special resolution, divide the assets of the company among the members in kind.

(e) Transfer of shares

Independence shareholders may transfer shares by a written transfer in the required form or by a proper transfer effected in accordance with the ASX Settlement Operating Rules and ASX requirements. All transfers must comply with Independence’s constitution, the Listing Rules, the ASX Settlement Operating Rules and the Corporations Act. The directors may refuse to register a transfer of shares in circumstances permitted by the Listing Rules or the ASX Settlement Operating Rules. The directors must refuse to register a transfer of shares where required to do so by the Listing Rules or the ASX Settlement Operating Rules.

(f) Alteration of capital

Subject to sections 246C and 246D of the Corporations Act, a variation or cancellation of rights attached to Independence Shares is allowed with the written consent of either the holders of a 75% majority of the issued shares of the affected class, or the sanction of a special resolution passed at a meeting of the holders of the issued shares of the affected class. In either case, the holders of not less than 10% of the votes in the class of shares whose rights have been varied or cancelled may apply to a court of competent jurisdiction to exercise its discretion to set aside such variation or cancellation.

(g) Amendments

The constitution of Independence may by amended only by a special resolution passed by at least three quarters of the votes cast by Independence shareholders entitled to vote on the resolution. At least 28 days written notice specifying the intention to propose the resolution must be given.

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3.5 Independence Options

As at the date of this Bidder’s Statement, Independence had in place the Independence Employee Share Option Plan. Unlisted options have been issued by Independence pursuant to the Independence Employee Share Option Plan and 500,000 Options have also been issued with shareholder approval outside the Employee Share Option Plan. The exercise prices and expiry dates for the Independence options on issue as at the date of this Bidder’s Statement are as follows:

Exercise price	Expiry date	Number issued
$4.85 $4.64 $4.44 TOTAL	30 June 2011 30 June 2011 30 June 2011	112,500 225,000 500,000 837,500

3.6 Substantial holders in Independence Shares

As at the date of this Bidder’s Statement, based on the substantial shareholder notices lodged with the company, the substantial holders of Independence are:

Substantial holder		Disclosed voting power
JF Capital Partners Ltd UBS AG and related bodies corporate Orion Asset Management Limited National Australia Bank Limited		10.24% 7.46% 6.24% 5.10%

Actual voting power may differ from that shown above as there is no obligation to publicly disclose changes in voting power of less than 1%.

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4. Information on Jabiru

4.1 Corporate overview

Jabiru is an Australian zinc and copper producing company which was listed on the ASX on 10 January 2000 (ASX ticker code “JML”) and is headquartered in Perth, Western Australia.

As at 22 February 2011, Jabiru had a market capitalisation of approximately $468 million. As at 31 December 2010, Jabiru’s reported net cash holdings were $20.2 million.

Jabiru’s key asset is the 100% owned Jaguar / Bentley project in Western Australia which comprises the producing Jaguar mine, Bentley development project and the Jaguar concentrator. Jaguar / Bentley produces copper and zinc concentrates that are sold directly or through traders primarily to refineries located in Japan, China, Korea and Thailand. In 2010, Jabiru sold approximately 20.2kt of zinc and 9.7kt of copper.

Jabiru also has a 100% interest in the Stockman project in Victoria. Stockman has a significant VMS copper, zinc, silver and gold Resource that Jabiru is advancing towards production. In December 2010 Jabiru announced the completion of the Stockman scoping study which confirmed the economics of a 7-8 year mining operation with an annual capacity of approximately 950ktpa. In November 2010 Stockman received native title approval and was granted a mining lease by the Victorian Government.

Jabiru also has a number of greenfields exploration properties in Australia.

Further information relating to Jabiru can be found in the Target’s Statement.

4.2 Operations and assets overview

4.2.1 Jaguar / Bentley Project (Jabiru 100%)

The Jaguar / Bentley project, located 60km north of Leonora in Western Australia, consists of the Jaguar underground mine, the development stage Bentley underground mine which is expected to commence production in the September 2011 quarter; and the historic Teutonic Bore open pit and underground mine which is currently inactive.

Ore is processed on site at the Jaguar concentrator to produce a copper concentrate and a zinc concentrate. The copper concentrate also contains silver credits. The concentrate is trucked 720km from the Jaguar site to the Port of Geraldton before being shipped to smelters located in Asia.

In April 2010 the Jabiru board approved development of the Bentley mine, located 4.6km south of the Jaguar mine. The Bentley portal is complete and the Bentley decline is progressing on schedule with excellent ground conditions. First ore production is expected in the September 2011 quarter. In the December 2010 quarter Jabiru completed the construction of a dedicated concentrate storage facility at the port of Geraldton, WA.

In September 2010 Jabiru released the second stage of three stage upgrade of the Jaguar / Bentley Resources and Reserves. The September 2010 Reserve equated to an increase in Jaguar / Bentley project life to over 8 years at current treatment rates.

TEUTONIC BORE

The Teutonic Bore prospect is located approximately 2km from the Jaguar concentrator and offers a near-term opportunity to increase either throughput rates or the mine life of the Jaguar Project. In 2009 an updated Resource for Teutonic Bore was completed and announced. Diamond drilling at the Teutonic Bore prospect was completed during the December Quarter 2010 with the aim of following up on significant alteration and low-grade but encouraging mineralisation encountered below the defined mineral resource during earlier phases of drilling; however no economic mineralization was encountered. This Resource is now the subject of a scoping study that is expected to be completed in the next year.

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EXPLORATION

During 2010 Jabiru’s exploration focus was on further delineating the Bentley Ore Resource to extend the life of the Jaguar / Bentley operation. In addition, exploration targets proximal to the Bentley and Jaguar deposits were drill tested to identify adjacent mineralisation that may influence short term mine design and scheduling.

In the September 2010 quarter Jabiru acquired additional tenure adjacent to, contiguous with and immediately along strike from the Jaguar Project. The purchase brings the strike extent held by Jabiru to 50km (from ~26km previously). The new tenements already contain a number of high potential drill targets based upon historical exploration data.

Stockman Project (Jabiru 100%)

In 2007 Jabiru acquired a 100% interest in the Stockman Project, located near Omeo in north-eastern Victoria. Stockman was formerly known as the Benambra Project and included the Wilga underground mine which closed in 1996. In 2006 the tenement holding was tendered by the Victorian government and Jabiru was the successful bidder, obtaining mineral title and exploration rights in exchange for meeting certain minimum spend commitments on exploration.

In December 2010 Jabiru announced the completion of the Stockman scoping study which confirmed the economics of a 7-8 year mining operation with an annual capacity of approximately 950ktpa. Jabiru has now commenced the Stockman definitive feasibility study ( DFS ). In November 2010 Stockman received native title approval and was granted a mining lease by the Victorian Government. Jabiru has also commenced the environmental effects statement ( EES ) permitting process for the project with the Victorian Government, in parallel with the DFS.

4.2.2 Other Exploration (Jabiru 100%)

TWIN PEAKS PROJECT

The Twin Peaks Project is located 200km northeast of Geraldton in Western Australia. The granted tenure covers two mafic-dominated greenstone belts of Archaean age, the largest of which extends over approximately 30km of strike.

4.3 Directors

As at the date of this Bidder’s Statement, there are three directors of Jabiru. The directors of Jabiru are as follows:

Barry Bolitho, Non-executive Chairman

Barry holds tertiary qualifications in chemistry and metallurgy. He has been a director of a number of ASX listed resource companies and has 28 years of operational, project and corporate management experience. In recent years he has also served as a director for Andean Resources Ltd, Matilda Minerals, Olympia Resources Ltd, Sub-Sahara Resources Ltd and Navigator Resources Ltd.

Gary Comb, Managing Director

Gary has over 30 years in the Australian mining industry, both with mining companies and in mining contractor roles. Prior to leading the development and commissioning of the Jaguar operation for Jabiru, Gary held senior leadership and operational roles for BGC Contracting (Western Australia’s largest privately owned and integrated mining and civil contractor), St Barbara Mines, MacMahons and Metana Minerals. Gary is also currently non-executive Chairman of Zenith Minerals Ltd.

Ross Kestel, Non-executive Director and Company Secretary

Ross is a Chartered Accountant and was a director of the accounting practice Nissen Kestel Harford until April 2010. Ross has acted as a director and company secretary of a number of public companies involved in mineral exploration, mining, mine services, property development, manufacturing and technology industries.

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4.4 Publicly available information about Jabiru Group

As a company with securities quoted on the ASX, Jabiru is a “disclosing entity” under the Corporations Act and subject to regular reporting and disclosure obligations. Among other things, these obligations require Jabiru to notify the ASX of information about specified events and matters as they arise for the purposes of ASX making that information available to the financial market operated by ASX. In particular, Jabiru must immediately notify ASX of any information of which it becomes aware which a reasonable person would expect to have a material effect on the price or value of Jabiru shares, subject to the exceptions for certain confidential information. Announcements made by Jabiru to ASX are available from the ASX website at www.asx.com.au.

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5. Information on Jabiru’s securities

5.1 Jabiru’s issued securities

According to documents provided by Jabiru to ASX, as at the date of this Bidder’s Statement, Jabiru’s issued securities consisted of:

• 553,304,180 Shares;

• 9,255,000 Options; and

• 10,855,970 Performance Rights.

5.2 Jabiru Share and Option Plans

Jabiru currently has the following share and option plans in operation:

• Jabiru Metals Limited Employee Share Option Plan;

• Jabiru Metals Limited Long Term Executive Incentive Scheme – under which Performance Rights are granted to executives; and

• Jabiru Metals Limited Performance Rights Plan – under which Performance Rights are granted to employees as well as contractors and consultants.

The following Options are on issue:

Exercise price	Expiry date	Number
$0.25	23 June 2011	2,750,000
$0.30	23 June 2011	2,000,000
$0.57	1 November 2011	695,000
$1.00	1 July2012	410,000
$0.61	31 March 2013	3,400,000

5.3 Interests in Jabiru securities

As at the date of this Bidder’s Statement:

• Independence’s voting power in Jabiru was 19.97%; and

• Independence had a relevant interest in 102,468,574 Shares.

As at the date of the Offer:

• Independence’s voting power in Jabiru was [�]%; and

• Independence had a relevant interest in [�] Shares.

5.4 Dealings in Shares

(a) Previous four months

Neither Independence nor any associate of Independence has provided, or agreed to provide, consideration for Jabiru Shares under any purchase or agreement during the 4 months before the date of this Bidder’s Statement, except as described below.

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Holder of	Date of dealing
		Description of dealing	Consideration
relevant interest
Independence	9 February 2011	Purchase from Metals X of 58,000,000 Jabiru Shares through a special crossingtransaction	$0.82913 per Jabiru Share
Independence	9 February 2011	Pre-bid acceptance agreement in respect of 52,468,574 Jabiru Shares	As set out in the pre-bid acceptance deed with Metals X, a copy of which is attached to Independence’s notice of initial substantial holder dated 9 February2011

(b) Period before Offer

Neither Independence nor any associate of Independence has provided, or agreed to provide, consideration for Jabiru Shares under any purchase or agreement during the period starting on the date of this Bidder’s statement and ending on the date immediately before the date of the Offer.

5.5 Recent share price performance of Jabiru

The latest recorded sale price of Jabiru Shares on ASX before the announcement of the Offer was $0.665 as at close of trading on ASX on 9 February 2011.

The latest recorded sale price of Jabiru Shares on ASX before the date on which this Bidder’s Statement was lodged with ASIC was $0.845.

The following chart shows the last sale price of Jabiru Shares on ASX in the 12 months prior to the announcement of the Offer.

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----- Start of picture text -----

Jabiru two-year share price performance
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----- Start of picture text -----

(A$ per share)
$1.00
Share price as at 22-Feb-11: $0.845
$0.80
$0.60
$0.40
$0.20
–
Feb-09 Apr-09 Jun-09 Aug-09 Oct-09 Dec-09 Feb-10 Apr-10 Jun-10 Aug-10 Oct-10 Dec-10 Feb-11
Jabiru share price ASX 200 (Indexed)
----- End of picture text -----

Source: Iress.

5.6 Effect of the Offer on Options and Performance Rights

The Offer does not extend to the Jabiru Options or Performance rights. However, the Offer extends to Jabiru Shares that are issued on the exercise of Jabiru Options and the vesting of Performance Rights during the period from the Register Date to the end of the Offer Period.

Of the total 9,255,000 Options, 7,449,000 have vested and are exerciseable. As explained in section 15 of Jabiru’s Target’s Statement, as a result of the announcement of the Offer the Jabiru Board may exercise its

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discretion to allow the remaining 1,806,000 Options to vest. In addition, the unvested Options will vest if any person holds an interest of more than 90% of Jabiru shares.

As explained in section 15 of Jabiru’s Target’s Statement, the Jabiru Board has exercised its discretion so that upon the earlier of:

• The Offer becoming unconditional; and

• A day not more than 7 days before the end of the Offer Period (as determined by the Jabiru Board in its discretion),

but subject to, in each case, Independence having received acceptances increasing its voting power in Jabiru to more than 50%, a total of 5,095,186 of Performance Rights will vest and 5,095,186 Shares will be issued as a result.

Independence is also making, or intends to make, contemporaneous offers in respect of the Options and the remaining 5,760,784 Performance Rights, on the terms described in section 10.1 of this Bidder’s Statement.

If Independence and its associates have relevant interests in at least 90% of the Jabiru Shares during, or at the end of the Offer Period, Independence will give a notice of compulsory acquisition to all outstanding Jabiru shareholders, even if the Jabiru Shares to which those notices relate are issued:

• after the Offer closes but before the notices are given (pursuant to section 661A(4)(b) of the Corporations Act); or

• on exercise of Jabiru Options or the vesting of Performance Rights, up to 6 weeks after the notices are given (pursuant to section 661A(4)(c) of the Corporations Act).

If not all of the Jabiru Options and Performance Rights are acquired by Independence or cancelled pursuant to agreements or other arrangements, and Independence is entitled to compulsorily acquire any outstanding Shares, Independence presently intends to seek to compulsorily acquire or cancel any outstanding Options and Performance Rights pursuant to Part 6A.2 of the Corporations Act.

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6. Independence’s intentions in relation to Jabiru

6.1 Introduction

The intentions of Independence are set out in this section of the Bidder’s Statement. Those intentions have been formed on the basis of facts and information concerning Jabiru, and the general business environment, which are known at the time of preparing this Bidder’s Statement. Final decisions will only be reached by Independence in light of material information and circumstances at the relevant time. Accordingly, the statements set out in this section are statements of current intention only and accordingly may vary as new information becomes available or circumstances change.

6.2 Intentions for Jabiru as a wholly owned controlled entity

This section 6.2 describes Independence’s intentions if Independence and its associates acquire a relevant interest in 90% or more of the Shares, and so becomes entitled to proceed to compulsory acquisition of outstanding Shares in accordance with Part 6A.1 of the Corporations Act.

In that circumstance, Independence’s current intentions are as follows:

(a) Corporate matters

Independence intends to:

• proceed with compulsory acquisition of the outstanding Jabiru Shares in accordance with the provisions of Part 6A.1 of the Corporations Act, including any Jabiru Shares which are issued after the close of the Offer as a result of the exercise of Options or the vesting of Performance Rights (see section Source: of this Bidder’s Statement);

• thereupon arrange for Jabiru to be removed from the official list of the ASX;

• replace the members of the Board with the nominees of Independence. Replacement board members have not yet been identified by Independence and their identity will depend on the circumstances at the relevant time. However, it is expected that the majority of the replacement board members will be members of Independence’s management team; and

• if, at the end of the Offer Period, the Offer is free from all conditions and Independence has a relevant interest in 90% of Jabiru on a fully diluted basis, invite Mr Gary Comb, the current Managing Director of Jabiru, to join the board of Independence in the position of Director – Operations.

(b) Operations

I. Business operations

Independence intends to continue to operate Jabiru's assets in largely the same manner as they are currently operated in the immediate future. In particular, Independence intends to continue to operate the Jaguar mine, complete the development of the Bentley project, and progress feasibility study work and advance the development of the Stockman project.

After the end of the Offer Period, Independence intends to conduct an immediate, broad based review of Jabiru’s operations on both a strategic and financial level to evaluate Jabiru’s performance, profitability and prospects. The purpose of this review will be to identify opportunities for Independence to leverage its extensive technical capability to maximise the value of the Jabiru portfolio to the benefit of all shareholders.

In the course of this review, Independence intends to focus on a number of key specific areas including (but not limited to):

• Possible improvements at the existing Jaguar operation;

• Possible improvements to the Bentley development;

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• Review of the immediate exploration targets surrounding Jaguar/Bentley;

• Review of existing exploration budgets at Teutonic Bore/Jaguar;

• Review of existing regional exploration budgets; and

• The progress of the Stockman feasibility study.

II. Head office

Independence intends to integrate the two companies as soon as practical following formal control being gained of Jabiru. This process will include the combination of certain common Independence and Jabiru corporate head office functions (such as exploration, development, finance and accounting and information technology) as well as those functions involved in setting overall planning and control of the operations of the Merged Group, with the aim of eliminating duplication of tasks. This process will include locating all head office staff of Jabiru and Independence in the same location.

III. Management and employees

Key members of the Jabiru management team will play an important role in the Merged Group going forward, given their depth of experience. Accordingly, Independence proposes to undertake a review of the roles that will be required by the Merged Group.

Further, Independence intends to undertake a detailed integration program to assess the most efficient manner for combining the resources of Independence and Jabiru. No specific redundancies have been identified at this stage, but it is likely that the integration of Independence and Jabiru corporate head office functions will involve some redundancies. If any employee is made redundant, they will receive, as a minimum, payment and other benefits in accordance with their legal and contractual entitlements.

6.3 Intentions for Jabiru as a part owned controlled entity

Independence reserves its right to declare the Offer free from the 90% minimum acceptance condition (or any other condition) to the Offer. However, Independence has not decided whether it will free the Offer from the 90% minimum acceptance condition (or any other condition).

This section 6.3 describes Independence’s intentions if it were to declare the Offer free of the 90% minimum acceptance condition and if Jabiru becomes a controlled entity of Independence, but Independence is not entitled to proceed to compulsory acquisition in accordance with Part 6A.1 of the Corporations Act.

In that circumstance, Independence’s current intentions are as follows:

(a) Corporate matters

After the end of the Offer Period, Independence intends:

• (subject to the Corporations Act and the constitution of Jabiru) to seek to replace some of the members of the board of Jabiru with nominees of Independence. Independence would consider the recommendations in the ASX Corporate Governance Council’s Principles for Good Corporate Governance and Best Practice Recommendations when determining the composition of the board. Replacement board members have not yet been finally decided by Independence and their identity will depend on the circumstances at the relevant time; however, it is expected that the majority of the replacement board members will be members of the Independence management team; and

• to maintain Jabiru’s listing on the ASX subject to Jabiru’s continued compliance with the Listing Rules, the level of liquidity of Jabiru shares and Independence being of the view that the benefits of a listing on ASX outweigh the additional corporate and compliance costs of doing so.

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(b) General operational review

After the end of the Offer Period, Independence intends to propose to the board of Jabiru that an immediate, broad based review of Jabiru’s operations be conducted on both a strategic and financial level, along similar lines to that described in section 6.2.

Independence intends, subject to the approval of the board of Jabiru, to participate in this review.

(c) Limitations in giving effect to intentions

The ability of Independence to implement the intentions set out in this section 6.3, will be subject to the legal obligations of Jabiru directors to have regard to the interests of Jabiru and all Jabiru shareholders, and the requirements of the Corporations Act and the Listing Rules relating to transactions between related parties. Independence will only make a decision on the above mentioned courses of action following legal and financial advice in relation to those requirements.

6.4 Intentions for Jabiru if not controlled by Independence

Independence reserves its right to declare the Offer free from the 90% minimum acceptance condition (or any other condition) to the Offer. However, it has made no decision as to whether it will do so.

This section 6.4 describes Independence’s intentions if it were to declare the Offer free of the 90% minimum acceptance condition and if Jabiru does not become a controlled entity of Independence.

In that circumstance:

• Independence does not expect to be in a position to give effect to the intentions set out in sections 6.2 or 6.3 of this Bidder’s Statement; and

• Independence’s current intention is to dispose of its current holding in Jabiru and any additional Shares acquired under the Offer in a manner which maximises returns for Independence shareholders, though it reserves its right to continue to hold its stake in Jabiru and acquire further Shares as permitted by law if it considers that is in the best interests of Independence shareholders at the relevant time.

6.5 Other intentions

Subject to the matters described above in this section 6 and elsewhere in this Bidder’s Statement and, in particular, the completion of the strategic review of Jabiru’s operations, it is the intention of Independence, on the basis of the facts and information concerning Jabiru that are known to it and the existing circumstances affecting the assets and operations of Jabiru at the date of this Bidder’s Statement, that:

• the business of Jabiru will be conducted in the same manner as at the date of this Bidder’s Statement; and

• there will be no redeployment of the fixed assets of Jabiru.

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7. Effect of the Offer on Independence and profile of the Merged Group

7.1 Prospects of the Merged Group

Independence’s acquisition of Jabiru will further diversify both companies’ portfolio of assets and result in the creation of a multi-commodity production company including nickel sulphide from the Long nickel mine and copper and zinc from the Jaguar and Bentley mines. In addition, the Merged Group will have a suite of various stage near term development and exploration assets in commodities including nickel, copper, gold, zinc, tin and other precious metals including silver and platinum group elements. The Merged Group will also have investments and joint ventures covering these commodities both in Australia and overseas.

Following the Offer, Independence intends to continue both Independence’s and Jabiru’s current business strategies and operations while capitalising on the combined technical, commercial and operational skills present in the two companies.

Independence anticipates it will be well placed to participate in further value-creating industry consolidation and in the development of mining operations and the identification of promising exploration targets.

The use of Independence’s geophysics equipment and in-house expertise creates the potential to add value to Jabiru’s existing operations and exploration projects.

7.2 Profile of Independence following the acquisition of Jabiru

The Merged Group will combine two low cost operating mines generating strong cash flows, two advanced development projects and a highly prospective exploration portfolio and capability. The Merged group's portfolio of production and development assets provides exposure to a range of metals including nickel, copper, zinc, gold and silver.

The Merged Group will have significant balance sheet strength with a pro forma net cash position of approximately $261.8 million. The combination of a strong balance sheet and strong operating cash flows enhances the financing options for the Merged Group's development assets. In addition, it will facilitate the acceleration of exploration activities.

7.3 Source of consideration and effect on capital structure

The consideration for the acquisition of the Shares to which the Offer relates will be satisfied wholly by the issue of Independence Shares.

The maximum number of Independence Shares which would become payable under the Offer if acceptances are received in respect of Jabiru Shares on issue as at the date of this Bidder’s Statement (other than those Jabiru Shares which Independence already owns) is approximately 61,913,022.

In addition, if all Jabiru Options on issue as at the date of this Bidder’s Statement are exercised during the Offer Period then an additional approximately 1,156,875 Independence Shares would become payable. On the other hand, if the Option holders do not exercise their Options and instead accept the separate offers that will be made by Independence to cancel their Options (see section 10.1), an additional approximately 735,787 Independence Shares would become payable.

Further as the 5,095,186 Performance Rights referred to in section 5 will vest and thereby convert into Shares during the Offer Period, an additional approximately 636,898 Independence Shares would become payable. As discussed in section 10.1, Independence will also make offers to acquire or cancel the remaining 5,760,784 Performance Rights that do not vest. As at the date of this Bidder’s Statement the terms of those offers have not been finalised, but if accepted those offers may require Independence to issue further shares.

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Independence has the capacity to issue the maximum number of Independence shares which it may be required to issue under the Offer.

The potential effect on Independence’s capital structure discussed above is tabulated below.

	Independence shares to be	Cumulative total of
	issued (rounded where required)	Independence shares on issue
As at the date of this Bidder’s Statement	N/A	138,777,305
To be issued under Offer in exchange for Jabiru Shares on issue as at date of Bidder’s Statement	61,913,022(1)	200,690,327
To be issued under Offer if all Shares issued as a result of the vesting of the 5,095,186 Performance Rights are accepted into the Offer	636,898	201,327,225
To be issued under Offer if all Jabiru Options on issue as at date of Bidder’s Statement are exercised duringOffer Period	1,156,875	202,484,100
To be issued if no Jabiru Options on issue as at date of Bidder’s Statement are exercised and are instead acquired by private offer (see section 10.1 for details)	735,787	202,063,012

(1) Independence currently holds 58,000,000 Shares that it purchased for $0.82913 per share. Accordingly, Independence will not be acquiring those Shares pursuant to the Offer. Independence also has a pre-bid acceptance agreement with Metals X under which Metals X has agreed to accept the Offer in respect of 52,468,574 Shares it holds. See section 5.4 for further details.

7.4 Group historical pro forma financial information

7.4.1 Introduction

This section 7.4 provides an overview of the unaudited pro forma statement of financial position of Independence as at 31 December 2010 to show the effect of 100% ownership of Jabiru. This section should be read in conjunction with the underlying financial information from which it was derived, the risk factors set out in section 8, the accounting policies of Independence (as detailed in its annual report for the year ended 30 June 2010) and other information contained within this Bidder’s Statement.

7.4.2 Basis of preparation of pro forma financial information

The pro forma balance sheet as at 31 December 2010 set out in Section 7.4.3 (Merged Group pro forma consolidated statement of financial position) has been prepared for illustrative purposes and on the assumption that:

• I. the purchase from Metals X Limited of 58,000,000 Shares as outlined in section 5.4 occurred on 31 December 2010; and

• II. the acquisition of the ownership interest in Jabiru occurred on the day (31 December 2010); that is, there are no staged acquisitions.

As outlined in section 2.6.1, the Independence half year report for the period ended 31 December 2010 has been prepared in accordance with Australian Accounting Standards (including Australian Accounting Interpretations), other authoritative pronouncements of the AASB and also complies with IFRS as issued by IASB.

For the purposes of preparing the Merged Group pro forma statement of financial position, Independence has utilised the auditor reviewed accounts for the half year ended 31 December 2010 for both Independence and Jabiru.

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Acquisition entries have been made, consistent with the terms of the Offer and the assumptions set out in section 7.4.4 below, in order to arrive at a pro forma statement of financial position of the Merged Group as at 31 December 2010.

The Merged Group pro forma statement of financial position is indicative only (refer section 7.4.4). The Independence directors have drawn their conclusions based on the facts known and other information publicly available as at the date of this Bidder’s Statement. If the facts, circumstances, assumptions or other information should prove different to that described, the conclusions may change accordingly.

7.4.3 Merged Group pro forma consolidated statement of financial position

Merged Group pro forma consolidated statement of financial position	Merged Group pro forma consolidated statement of financial position
	Independence	Jabiru	Pro Forma	Pro Forma
A$ in millions	31 Dec 2010	31 Dec 2010	Adjustments	31 Dec 2010
Current assets
Cash and cash equivalents	300.2	26.9	(57.2)	269.9
Trade and other receivables	29.4	4.3	-	33.7
Inventories	0.4	16.4	-	16.8
Other financial assets	10.9	6.2	-	17.1
Total current assets	340.9	53.8	(57.2)	337.5
Non-current assets
Trade and other receivables	-	0.5	-	0.5
Property, plant and equipment	10.7	38.5	-	49.1
Exploration, evaluation and development expenditure	101.2	59.9	446.9	608.0
Available for sale financial assets	-	2.4	-	2.4
Intangible assets	0.9	-	-	0.9
Deferred tax assets	16.2	-	-	16.2
Other financial assets	6.8	2.0	-	8.9
Total non-current assets	135.8	103.3	446.9	685.9
Total assets	476.7	157.0	389.7	1,023.4
Current liabilities
Trade and other payables	18.3	16.5	-	34.8
Current tax payable	4.7	-	-	4.7
Other financial liabilities	18.7	12.7	-	31.4
Provisions	-	1.5	-	1.5
Interest-bearing loans and borrowings	0.5	4.2	-	4.7
Liabilities at fair value throughprofit and loss	-	11.7	-	11.7
Total current liabilities	42.2	46.5	-	88.7
Non-current liabilities
Provisions	1.5	8.8	-	10.3
Deferred tax liabilities	29.2	-	-	29.2
Other financial liabilities	7.7	1.2	-	8.9
Interest-bearing loans and borrowings	0.9	2.5	-	3.4
Liabilities at fair value throughprofit and loss	-	10.1	-	10.1
Total non-current liabilities	39.3	22.6	-	61.9
Total liabilities	81.5	69.1	-	150.7
Net assets	395.2	87.9	389.7	872.7
Equity
Share capital	190.2	218.1	268.6	676.9
Reserves	(1.2)	5.0	(5.0)	(1.2)
Accumulatedprofit /(losses)	206.2	(135.2)	126.1	197.1
Total equity	395.2	87.9	389.7	872.7

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7.4.4 Adjustments and assumptions used in preparing the pro forma statement of financial position

The following adjustments and assumptions have been made in the preparation of the Merged Group pro forma statement of financial position:

• I. 100% acceptance of the Offer by holders of Jabiru Shares (along with 100% acceptance of the separate offers to be made to Jabiru Option holders and holders of Performance Rights) has been assumed based upon the minimum acceptance condition of the Offer (90%) and intention of Independence to proceed with compulsory acquisition of remaining outstanding shareholdings.

II.

• Cash and cash equivalents are based on Independence’s and Jabiru’s reported cash position as at 31 December 2010 of A$327.1 million, less

• A$48.1 million cash paid by Independence as consideration for the 58,000,000 Shares acquired from Metals X Limited on 9 February 2011; and

• estimated total acquisition transaction costs of A$9.1 million (which do not include any duties payable) have been fully expensed and for the purposes of the pro forma have not been tax effected.

Cash and cash equivalents have not been adjusted to reflect the impact of the dividend announced by Independence on 21 February 2011 (refer section Source:).

III. AASBI2 Accounting for Income Tax has not been fully adopted in arriving at the Merged Group pro forma consolidated statement of financial position

IV. The fair value of the consideration has been calculated at A$534.8 million, based on the closing price of Independence shares of A$7.69 on 9 February 2011 (being the last trading day prior to the Announcement Date) with Jabiru shareholders to receive 1 Independence share for every 8 Jabiru shares held. Based upon this, the implied Offer value is A$0.961 per Jabiru share.

Jabiru’s issued securities as at the date of this Bidder’s Statement are described in section 5.1.

The pro forma statements are based on the assumption that none of the outstanding Jabiru options are exercised and are instead acquired by private offer as described in sections 7.3 and 10.1. Accelerated vesting is assumed for 5,095,186 of the Performance Rights as described in section 7.3.

Independence has agreed that prior to its Offer becoming unconditional it will make separate offers to holders of those of the 5,760,784 Performance Rights that do not vest as a result of the Offer to acquire or cancel their Performance Rights. The pro forma adjustments assume that the Performance Rights are cancelled for no consideration.

The value of the Offer Consideration is subject to change as the price of Independence Shares has changed since the Announcement Date and it is likely to change between the date of this Bidder’s Statement and the expiration of the Offer Period.

Due to the factors above, the actual impact on the acquisition accounting will vary from that disclosed in the Merged Group pro forma statement of financial position.

V.

The difference between the fair value of consideration over the carrying value of the identifiable assets, liabilities and contingent liabilities acquired has been allocated to mining right assets, which is reported on the Merged Group pro forma statement of financial position as part of exploration, evaluation and development expenditure. The Independence directors will perform a comprehensive fair value assessment of the Jabiru assets and liabilities at the completion of the Offer at which point they will be able to measure and allocate the fair values appropriately (including the related tax effect accounting balances). The final delineation between the mining right assets and any identifiable intangible assets will be important. Each class of asset will have a different impact at the time of acquisition and going forward on the statement of financial position and statement of comprehensive income of the Merged Group.

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VI. No review has been made on the appropriateness of Jabiru’s accounting policies or accounting treatments or their alignment with Independence’s accounting policies.

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8. Risk factors

8.1 Introduction

If the Offer becomes unconditional, Jabiru shareholders who accept the Offer will become Independence shareholders, and Independence will acquire an interest in Jabiru. In that event, Jabiru shareholders will continue to be indirectly exposed to the risks associated with having an interest in Jabiru’s assets and general economic, share market and industry risks. There are also additional risks relating to the Offer and the Merged Group, to which Jabiru shareholders will be exposed through their holding of Shares.

8.2 Specific risks

The risk factors set out below have been identified as being key risks specific to an investment in Independence.

(a) Tropicana gold project

Independence holds a 30% interest in the Tropicana Joint Venture, with AngloGold Ashanti holding the remaining 70%.

Independence received a BFS for the Tropicana Project in 2010. As a result of the BFS, both Independence and AngloGold decided to proceed with the development of the Tropicana project.

There is a risk that the anticipated value and returns from the Tropicana project may be less than expected in the BFS, and the estimated costs of proceeding with the project to production and costs of production will be more than Independence’s current cost estimates.

AngloGold, as the manager and operator of the Tropicana Joint Venture, is responsible for running the Tropicana project, in accordance with its mandate as provided in the joint venture agreement. However, in this capacity, AngloGold will act in the best interests of its own shareholders and may not always act in the best interests of Independence (subject to the joint venture agreement).

(b) Gold and nickel prices

The gold and nickel mining industry is competitive. There can be no assurance that gold and nickel prices will be such that Independence can mine its deposits at a profit. Gold prices and nickel prices fluctuate due to a variety of factors including supply and demand fundamentals, international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns and speculative activities. Similarly, demand and supply of capital and currencies, forward trading activities, relative interest rates and exchange rates and relative economic conditions can impact exchange rates.

Independence has put in place hedging contracts for part of its expected nickel production in order to reduce its exposure to potential falls in future nickel prices, however, Independence is still exposed to spot prices for the remainder of its anticipated future nickel production. These factors may have a positive or negative effect on Independence's project development and production plans and activities together with the ability to fund those plans and activities.

(c) Foreign exchange rates

Independence receives payments from its sales of nickel and gold in United States dollars. Independence converts the majority of these funds into Australian dollars, hence Independence is exposed to movements in exchange rates, the impact of which cannot be predicted reliably. Independence has put in place some derivative financial instruments in an attempt to mitigate some of its exposure to foreign exchange rate risk. However, Independence is still exposed to the risk on the currency received that has not been hedged.

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(d) Mining and development risks

Profitability depends on successful exploration and acquisition of reserves, design and construction of efficient processing facilities, competent operation and management and proficient financial management.

Mining and development operations can be hampered by force majeure circumstances, environmental considerations and cost overruns for unforeseen events. In respect of its business activities, Independence has made estimates of capital expenses, operating costs and working capital requirements based on current circumstances, and its current understanding of those matters, in particular relating to the Tropicana project and Long nickel mine. There is a risk that these estimates may differ from Independence’s actual requirements and results.

(e) Future capital requirements

Independence’s ongoing activities may require substantial further financing in the future for its business activities. Any additional equity financing may be dilutive to shareholders, may be undertaken at lower prices than the current market price or may involve restrictive covenants which limit Independence’s operations and business strategy.

Although the directors believe that additional capital can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to Independence or at all. If Independence is unable to obtain additional financing as needed, it may be required to reduce, delay or suspend its operations and this could have a material adverse affect on Independence’s activities and could affect Independence’s ability to continue as a going concern.

8.3 General risks

Mineral exploration and mining may be hampered by circumstances beyond the control of Independence and are speculative operations, which by their nature are subject to a number of inherent risks. These include the general risk factors set out below.

(a) Exploration risks

The success of Independence depends on the delineation of economically minable reserves and resources, access to required development capital, movement in the price of commodities, securing and maintaining title to Independence's exploration and mining tenements and obtaining all consents and approvals necessary for the conduct of its exploration activities.

Exploration on Independence's existing exploration and mining tenements may be unsuccessful, resulting in a reduction of the value of those tenements, diminution in the cash reserves of Independence and possible relinquishment of the exploration and mining tenements. Independence may also experience unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

(b) Resource estimates

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. These estimates were appropriate when made, but may change significantly when new information becomes available.

There are risks associated with such estimates. Resource estimates are necessarily imprecise and depend to some extent on interpretations, which may ultimately prove to be inaccurate and require adjustment. Adjustments to resource estimates could affect Independence’s future plans and ultimately its financial performance and value.

Gold and nickel price fluctuations, as well as increased production costs or reduced throughput and / or recovery rates, may render Resources containing relatively lower grades uneconomic and may materially affect Resource estimations.

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(c) Regulatory risks

Independence's operations are subject to various Federal, State and local laws and plans, including those relating to mining, prospecting, development permit and licence requirements, industrial relations, environment, land use, royalties, water, native title and cultural heritage, mine safety and occupational health.

Approvals, licences and permits required to comply with such rules are subject to the discretion of the applicable government officials. No assurance can be given that the Independence will be successful in obtaining any or all of the various approvals, licences and permits or maintaining such authorisations in full force and effect without modification or revocation. To the extent such approvals are required and not retained or obtained in a timely manner or at all, Independence may be curtailed or prohibited from continuing or proceeding with production and exploration.

(d) Tax

Changes to income tax (including capital gains tax), GST, duty or other revenue legislation, case law, rulings or determinations issued by the Commissioner of Taxation or other practices of tax authorities may change following the date of this Bidder’s Statement or adversely affect the Merged Group’s profitability, net assets and cash flow. In particular, both the level and basis of taxation may change.

Notably, the Federal Government proposes to introduce a Minerals Resource Rent Tax ( MRRT ) on iron ore and coal projects, which (broadly) taxes MRRT assessable profits at a rate of 30%. At this stage, the Federal Government has not released exposure draft legislation for the implementation of the MRRT. Accordingly, the final form of the legislation and the manner in which it will operate is not yet known. Further, the Federal Government has agreed to hold a national public “tax summit” by 30 June 2011, although the extent to which the summit will consider the MRRT is unclear. It is possible that the introduction of the MRRT may adversely impact on the Merged Group’s profitability, net assets and cash flow.

In addition, an investment in Independence shares involves tax considerations which may differ for each Jabiru shareholder. Each Jabiru shareholder is encouraged to seek professional tax advice in connection with any investment in Independence Shares.

(e) Ability to exploit successful discoveries

It may not always be possible for Independence to exploit successful discoveries which may be made in areas in which Independence has an interest. Such exploitation would involve obtaining the necessary licences or clearances from relevant authorities that may require conditions to be satisfied and the exercise of discretions by such authorities. It may or may not be possible for such conditions to be satisfied. Further, the decision to proceed to further exploitation may require participation of other companies whose interests and objectives may not be the same as Independence's.

(f) Environmental risk

The operations and activities of Independence are subject to the environmental laws and regulations of Australia and the other places Independence conducts business. As with most exploration projects and mining operations, Independence's operations and activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. Independence attempts to conduct its operations and activities to the highest standard of environmental obligation, including compliance with all environmental laws and regulations.

Independence is unable to predict the effect of additional environmental laws and regulations which may be adopted in the future, including whether any such laws or regulations would materially increase Independence’s cost of doing business or affect its operations in any area. However, there can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige Independence to incur significant expenses and undertake significant investments which could have material adverse effect on Independence’s business, financial condition and performance.

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(g) Title risks

The Native Title Act 1993 (Cth) ( NTA ) recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people in land and waters, according to their traditional laws and customs. Native title may impact on Independence's operations and future plans. Native title is not generally extinguished by the grant of exploration and mining tenements, as they are not generally considered to be grants of exclusive possession. However, a valid exploration or mining tenement prevails over native title to the extent of any inconsistency for the duration of the title.

If invalid because of native title, tenements granted prior to 1 January 1994 have been validated by the NTA. Tenements granted between 1 January 1994 and 23 December 1996, if invalid because of native title, are also likely to have been validated subject to satisfying criteria established in the NTA. For tenements that may still be subject to native title to be validly granted (or renewed) after 23 December 1996 the "right to negotiate" regime established by the NTA must be followed resulting in an agreement with relevant native title parties or a determination by an independent tribunal as to whether the tenement can be granted from a native title perspective.

Alternatively an indigenous land use agreement may be entered into between Independence and relevant native title parties. An expedited regime not requiring agreement or determination by an independent tribunal may apply to some exploration tenements subject to satisfying criteria established in the NTA.

Independence must also comply with Aboriginal heritage legislation requirements which require heritage survey work to be undertaken ahead of the commencement of mining and exploration operations.

(h) Joint venture parties, agents and contractors

There is a risk of financial failure or default by a participant in any joint venture to which Independence is or may become a party or the insolvency or managerial failure by any of the contractors used by Independence in any of its activities or the insolvency or other managerial failure by any of the other service providers used by Independence for any activity. There is a risk of legal or other disputes with participants in any joint venture to which Independence is or may become a party.

In addition, it is common practice in the mining exploration industry to operate tenement farmins initially on the basis of a letter or heads of agreement while negotiations on the formal agreement proceed. In these circumstances there is a risk that the negotiations on a formal agreement are unsuccessful and a formal agreement is not reached, which may affect Independence’s rights in respect of the relevant tenements. Independence has number of joint ventures being undertaken by way of a letter or heads of agreement including Orrbacken, Duketon, Jeannie River and Bungalbin.

(i) Key personnel

A number of key personnel are important to attaining the business goals of Independence. One or more of these key employees could leave their employment, and this may adversely affect the ability of Independence to conduct its business and, accordingly, affect the financial performance of Independence and its share price. Recruiting and retaining qualified personnel are important to Independence’s success. The number of persons skilled in the exploration and development of mining properties is limited and competition for such persons is strong.

(j) Insurance risks

Independence will endeavour to maintain insurance within ranges of coverage in accordance with industry practice. However, in certain circumstances Independence's insurance may not be of a nature or level to provide adequate cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of Independence.

Insurance of risks associated with minerals exploration and production is not always available and, where available, the costs can be prohibitive. There is a risk that insurance premiums may increase to a level where Independence considers it is unreasonable or not in its interests to maintain insurance cover or not to a level of coverage, which is in accordance with industry practice. Independence will use reasonable endeavours to

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insure against the risks it considers appropriate for Independence’s needs and circumstances. However, no assurance can be given that Independence will be able to obtain such insurance coverage in the future at reasonable rates or that any coverage it arranges will be adequate and available to cover claims.

(k) Liquidity risk

There can be no guarantee that there will continue to be an active market for shares or that the price of shares will increase. There may be relatively few buyers or sellers of shares on ASX at any given time. This may affect the volatility of the market price of shares. It may also affect the prevailing market price at which shareholders are able to sell their shares.

(l) Securities investment risk

Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and in particular securities of mining and exploration companies have experienced extreme price and volume fluctuations that have often been unrelated to the operating performances of such companies. These factors may materially affect the market price of the securities regardless of Independence's performance. The past performance of Independence is not necessarily an indication as to future performance of Independence as the trading price of shares can go up or down. Neither Independence nor the directors warrant the future performance of Independence or any return on an investment in Independence.

(m) Economic conditions

The operating and financial performance of Independence is influenced by a variety of general economic and business conditions, including levels of consumer spending, oil prices, inflation, interest rates and exchange rates, supply and demand, industrial disruption, access to debt and capital markets and government fiscal, monetary and regulatory policies. Changes in general economic conditions may result from many factors including government policy, international economic conditions, significant acts of terrorism, hostilities or war or natural disasters. A prolonged deterioration in general economic conditions, including an increase in interest rates or a decrease in consumer and business demand, could be expected to have an adverse impact on Independence’s operating and financial performance and financial position.

Independence's future possible revenues and share prices can be affected by these factors, which are beyond the control of Independence.

(n) Competition

Independence competes with other companies, including major mining companies in Australia and internationally. Some of these companies have greater financial and other resources than Independence and, as a result, may be in a better position to compete for future business opportunities. There can be no assurance that Independence can compete effectively with these companies.

(o) Share market conditions

As with all stock market investments, there are risks associated with an investment in Independence. Share prices may rise or fall. General factors that may affect the market price of shares include economic conditions in both Australia and internationally, investor sentiment and local and international share market conditions, changes in interest rates and the rate of inflation, variations in commodity process, the global security situation and the possibility of terrorist disturbances, changes to government regulation, policy or legislation, changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws, changes to the system of dividend imputation in Australia, and changes in exchange rates.

(p) Other

Other risk factors include those normally found in conducting business, including litigation resulting from the breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes, lockouts, loss of service of key management or operational personnel, non-insurable

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risks, delay in resumption of activities after reinstatement following the occurrence of an insurable risk and other matters that may interfere with the business or trade of Independence.

8.4 Risks relating to the Offer and the Merged Group

(a) Issue of Shares as consideration

Jabiru shareholders are being offered consideration under the Offer that consists of a specified number of Independence shares, rather than a number of shares with a specified market value. As a result, the value of the consideration will fluctuate depending upon the market value of Independence shares.

Furthermore, under the Offer, Independence will issue a significant number of Independence shares. Some Jabiru shareholders may not intend to continue to hold their Independence shares and may wish to sell them on ASX. There is a risk that if a significant number of Jabiru shareholders seek to sell their Independence shares, this may adversely impact the price of Independence shares.

(b) Integration risks

There are risks that any integration between the businesses of the Independence Group and Jabiru Group may take longer than expected and that anticipated efficiencies and benefits of that integration may be less than estimated. These risks include possible differences in the management culture of the two groups, inability to achieve synergy benefits and cost savings, and the potential loss of key personnel. In addition, the utilisation by the Merged Group of the tax losses of Jabiru is subject to the satisfaction of a number of conditions. There is a risk that these conditions may not be satisfied. While Independence expects that value will be added through the transaction, there is a risk that the full benefits may be achieved only in part, or not at all.

(c) Accounting

Independence will be required to perform a fair value assessment of all of Jabiru’s assets and liabilities if the Offer is successful. This assessment may result in increased depreciation and amortisation charges. There is a risk that these charges may be substantially greater than those that would exist in Independence and Jabiru as separate businesses. This may reduce the future earnings of the Merged Group.

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9. Tax considerations

9.1 Introduction

The following is a general description of the Australian income and capital gains tax consequences to Jabiru shareholders of the acceptance of the Offer.

Jabiru shareholders who are not resident in Australia for tax purposes should take into account the tax consequences under the laws of their country of residence, as well as under Australian law, of acceptance of the Offer.

The following description is based upon the Australian law and administrative practice in effect at the date of this Bidder’s Statement, but it is general in nature and is not intended to be an authoritative or complete statement of the laws applicable to the particular circumstances of every Jabiru shareholder. In particular, the description does not apply to shareholders who acquired their shares pursuant to an employee share or option plan.

Jabiru shareholders should seek independent professional advice in relation to their own particular circumstances.

9.2 Australian resident shareholders

Acceptance of the Offer will involve the disposal by Jabiru shareholders of their Shares by way of transfer to Independence in exchange for shares in Independence. The taxation consequences of such a disposal will depend upon a number of factors, including:

• whether the shareholder holds the shares on capital account, revenue account or as trading stock; and

• whether scrip for scrip roll-over is available.

9.2.1 Jabiru shares held on capital account

(a) Capital gains tax and the CGT discount

Jabiru shareholders who hold Jabiru Shares as a passive investment with the intention of generating dividend income and long term capital growth may be considered to hold the Shares on capital account for taxation purposes.

For Australian resident Jabiru shareholders who hold their Shares on capital account, the change in the ownership of the Shares as a result of acceptance of the Offer will constitute a capital gains tax event for Australian capital gains tax purposes.

Jabiru shareholders who are Australian residents may make a capital gain or capital loss on the transfer of Shares acquired on or after 20 September 1985. A Jabiru shareholder will make a capital gain if the market value of the Independence Shares received from the disposal of the Shares is more than the cost base (or in some cases indexed cost base) of those Shares and will make a capital loss if the market value of the Independence Shares received from the disposal of the Shares is less than the reduced cost base of those Shares.

Jabiru shareholders who derive a capital gain and who have owned their Shares for at least 12 months may be eligible to reduce their capital gain by virtue of the CGT discount. The CGT discount operates to reduce the capital gain of individuals and trusts by 50% and of complying superannuation funds by 33.33%. The CGT discount is not available to Jabiru shareholders or trust beneficiaries who are companies, or who are treated as such for tax purposes.

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(b) Scrip for scrip rollover

Jabiru shareholders who would otherwise make a capital gain from the disposal of their Shares under the Offer to Independence may be eligible to elect for scrip for scrip rollover to apply if the following conditions are satisfied:

• Independence Shares are received in exchange for Jabiru Shares;

• Independence acquires the Jabiru Shares in consequence of a single arrangement under which they become the owner of at least 80% of the shares in Jabiru and all Jabiru shareholders are able to participate in the Offer on substantially identical terms or certain conditions as a takeover bid are satisfied; and

• Independence and Jabiru shareholders deal with each other at arm’s length (which should be the case under the Offer) or certain other conditions are satisfied.

The consequences of the rollover will be that any capital gain for a Jabiru shareholder will be disregarded and the cost base of a Jabiru shareholder’s replacement interest in Independence will be calculated by reference to a reasonable apportionment of the cost base of the Jabiru shareholder’s original shares in Jabiru.

If Jabiru shareholders are not eligible to elect to apply scrip for scrip rollover, the shareholders will be subject to the general capital gains tax consequences discussed in section 9.2.1(a). However, as the Offer is subject to Independence acquiring at least a 90% interest in Jabiru, unless this requirement is waived by Independence, the 80% threshold should be satisfied.

Scrip for scrip rollover is not available if a Jabiru shareholder would realise a capital loss on acceptance of the Offer.

9.2.2 Jabiru Shares held on revenue account

Jabiru shareholders who acquired Jabiru Shares for the main purpose of reselling them at a profit may be considered to hold the Shares on revenue account for taxation purposes.

For Australian resident Jabiru shareholders who hold their Shares on revenue account, any gain or loss realized on the change in the ownership of the Shares will be assessable as ordinary income or claimed as a revenue deduction. The gain or loss will be calculated as the difference between the value of the consideration, being the Independence Shares received on disposal, and the cost of acquiring the Jabiru Shares.

In these circumstances scrip for scrip rollover relief will not be available.

9.2.3 Jabiru Shares held as trading stock

Jabiru shareholders who are engaged in the business of share trading by regularly buying and selling shares with a view to making profits in the ordinary course of carrying on a business of share trading may be considered to hold the Shares as trading stock.

For Australian resident Jabiru shareholders who hold their shares as trading stock, the market value of the Independence shares received from accepting the Offer will be included in the shareholder’s assessable income.

In these circumstances scrip for scrip rollover relief will not be available.

9.3 Non resident shareholders

Jabiru shareholders who are not resident in Australia for income tax purposes and who hold Jabiru shares on capital account will not be subject to Australian capital gains tax on the disposal of Shares unless:

• the shareholder (together with its associates) holds a 10% or greater interest in the issued Shares of Jabiru at the time of disposal or has held such an interest throughout a 12 month period that began no earlier than 24 months before the time of disposal; or

• the shareholder owned the shares through a permanent establishment in Australia.

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Non-resident shareholders who hold their shares on capital account may also be eligible to claim scrip for scrip rollover relief as outlined in section 9.2.1(b) above.

Jabiru shareholders who are not resident in Australia for income tax purposes and who hold Jabiru Shares on revenue account or as trading stock may be assessed in Australia on any gain or profit on the disposal of the Shares. The taxation consequences will depend however upon the provisions of any tax treaty between the country of residence of the shareholder and Australia.

9.4 Australian tax consequences of owning Independence Shares

9.4.1 Dividends from Independence

Any dividends and franking credits received by a shareholder of Independence by virtue of holding Independence Shares should be included in the assessable income of the shareholder. Where the shareholder is an individual who is an Australian resident or a complying superannuation fund, and the shareholder has excess franking credits available for the income year, those excess franking credits may be refunded by the ATO to the shareholders.

While Independence shareholders who are companies may not be entitled to receive a refund of excess franking credits, they may be entitled to convert any excess into a loss that may be utilized in future years (subject to the loss utilization rules).

It is noted that shareholders are generally required to have held their shares “at risk” for 45 days in order to be eligible for the franking benefits outlined above.

Non-Australian resident shareholders (or other holders whose registered address is outside Australia, or who authorise or direct that their dividends be paid at a place outside Australia of Independence should consider Australian dividend withholding tax.

9.4.2 Disposal of Independence shares

The taxation consequences of a disposal of Independence Shares will depend upon a number of factors, including the circumstances of the disposal, the residency of a shareholder and whether the shareholder holds the shares on capital account, revenue account or as trading stock.

Mores specifically, the taxation consequences of a disposal of Independence Shares will be broadly in accordance with the principles under sections 9.2 and 9.3 above and depending on the nature of the disposal, may result in the following:

• where the shares are held on capital account, the shareholder may make a capital gain if the consideration for the disposal of the shares is more than the cost base of the shares, and may make a capital loss if the consideration is than the reduced cost base of the shares, where the cost base (and reduced cost base) of the Independence Shares will depend on whether the shares were acquired and scrip for scrip rollover relief was applied;

• where the shares are held on revenue account, any gain or loss realized on the change in ownership of the shares will be assessable as ordinary income or claimed as a revenue deduction by the shareholder; and

• where the shares are held as trading stock, any consideration received from the disposal will be included in the shareholder’s assessable income.

9.5 Goods and services tax

Holders of Jabiru Shares should not be liable to GST in respect of a disposal of those Shares.

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10. Additional information

10.1 Offers for Jabiru securities other than Shares

• As stated in section Source:, Independence has agreed under the Bid Implementation Agreement to make separate offers to Jabiru Option holders to acquire their Options for the following consideration, based on a Black Scholes valuation of the Options and the implied value of the Offer as at 9 February 2011:

		Consideration per Jabiru Option
Expiry date	Exercise price
		(number of Independence Shares)
23 June 2011	$0.25	0.0925
23 June 2011	$0.30	0.0860
1 November 2011	$0.57	0.0540
1 July2012	$1.00	0.0362
31 March 2013	$0.61	0.0756

Jabiru Option holders may also exercise their Options and accept the Offer in respect of the Shares issued.

In addition, under the Bid Implementation Agreement, Independence has agreed that prior to its Offer becoming unconditional it will make separate offers to holders of those of the 5,760,784 Performance Rights that do not vest as a result of the Offer to acquire or cancel their Performance Rights. If accepted the acquisition or cancellation of the Performance Rights would be completed within 21 days of the Offer becoming unconditional.

10.2 Date for determining holders of Shares

For the purposes of section 633 of the Corporations Act, the date for determining the people to whom information is to be sent under items 6 and 12 of section 633(1) is the Register Date.

10.3 Bid Implementation Agreement

Independence and Jabiru entered into a Bid Implementation Agreement on 9 February 2011.

Under the Bid Implementation Agreement, Independence agreed to offer to acquire the Jabiru Options and Performance Rights in the manner outlined in section 10.1.

In addition, the parties agreed the key bid terms and certain exclusivity arrangements, including ‘no shop’ and ‘no talk’ obligations and a matching right for Independence. The key terms of the Bid Implementation Agreement are summarised in the ASX Announcement dated 9 February 2010 which is attached as Attachment 1 to this Bidder’s Statement.

10.4 Consents

Credit Suisse (Australia) Limited has given, and not withdrawn prior to the lodgement of this Bidder’s Statement with ASIC, its written consent to be named in this Bidder’s Statement as Independence’s financial adviser in the form and context it is so named. Credit Suisse (Australia) Limited takes no responsibility for any part of this Bidder’s Statement other than any reference to its name.

Freehills has given, and not withdrawn prior to the lodgement of this Bidder’s Statement with ASIC, its written consent to be named in this Bidder’s Statement as legal adviser to Independence in the form and context it is so named. Freehills takes no responsibility for any part of this Bidder’s Statement other than any reference to its name.

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Security Transfer Registrars Pty Ltd has given, and not withdrawn prior to the lodgement of this Bidder’s Statement with ASIC, its written consent to be named in this Bidder’s Statement as Independence’s share registrar in the form and context it is so named. Security Transfer Registrars takes no responsibility for any part of this Bidder’s Statement other than any reference to its name.

BDO has given, and not withdrawn prior to the lodgement of this Bidder’s Statement with ASIC, its written consent to the references in this Bidder’s Statement to the information in:

• the summary historical consolidated statement of comprehensive income set out in section 2.6.2;

• the summary historical consolidated statement of financial position set out in section 2.6.3; and

• the Independence 31 December 2010 statement of financial position as shown in the Merged Group pro Forma Consolidated Statement of Financial position in section 7.4, being extracted from Independence’s audited financial statements for the year ended 30 June 2010 and the 31 December 2010 audit reviewed accounts of Independence (as applicable) in the form and context in which those references appear.

BDO has also given its consent to be named in this Bidder’s Statement as Independence’s auditor in the form

and context it is so named.

Mr Christopher M Bonwick has given, and not withdrawn prior to the lodgement of this Bidder’s Statement with ASIC, his written consent to be named in this Bidder’s Statement as Competent Person for the purposes of the JORC Code in the form and context he is so named and to the inclusion of the matters based on his information in the form and context in which it appears.

This Bidder’s Statement includes statements which are made in, or based on statements made in, documents lodged with ASIC or given to ASX. Under the terms of ASIC Class Order 01/1543, the parties making those statements are not required to consent to, and have not consented to, inclusion of those statements in this Bidder’s Statement. If you would like to receive a copy of any of those documents, or the relevant parts of the documents containing the statements, (free of charge), during the bid period, please contact Independence’s Company Secretary, Kelly Ross on (08) 9479 1777.

As permitted by ASIC Class Order 03/635, this Bidder’s Statement may include or be accompanied by certain statements:

• fairly representing a statement by an official person; or

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

In addition, as permitted by ASIC Class Order 07/429, this Bidder’s Statement contains share price trading data sourced from IRESS without its consent.

10.5 Competent Persons Statement

The information in this Bidder’s Statement that relates to exploration results, mineral resources or ore reserves is based on information compiled by Mr Christopher Bonwick, a full time employee of Independence and a Member of The Australasian Institute of Mining and Metallurgy.

Mr Bonwick 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 Bonwick consents to the inclusion in this Bidder’s Statement of the matters based on his information in the form and context in which it appears.

10.6 Foreign shareholders

Jabiru shareholders who are Foreign Shareholders will not be entitled to receive Independence Shares as consideration for their Jabiru Shares pursuant to the Offer, unless Independence otherwise determines.

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A Jabiru shareholder is a Foreign Shareholder for the purposes of the Offer if their address as shown in the register of members of Jabiru is in a jurisdiction other than Australia or its external territories or New Zealand. However, such a person will not be a Foreign Shareholder if Independence is satisfied that it is not legally or practically constrained from making the Offer to a Jabiru shareholder in the relevant jurisdiction and to issue Independence Shares to such a shareholder on acceptance of the Offer, and that it is lawful for the shareholder to accept the Offer in such circumstances in the relevant jurisdiction. Notwithstanding anything else in this Bidder’s Statement, Independence is not under any obligation to spend any money, or undertake any action, in order to satisfy itself concerning any of these matters.

The Independence Shares which would otherwise have been issued to Foreign Shareholders will instead be issued to a nominee approved by ASIC, who will sell these shares. The net proceeds of the sale of such shares will then be remitted to the relevant Foreign Shareholders. See section 11.7 for further details.

10.7 Social security and superannuation implications of Offer

Acceptance of the Offer may have implications under your superannuation arrangements or on your social security entitlements. If in any doubt, you should seek specialist advice.

10.8 ASX Listing Rule waivers

Jabiru will need to obtain waivers from ASX to allow the Options for which Independence will make separate offers (see section 10.1) to be cancelled.

10.9 Disclosure of interests of certain persons

Other than as set out below or elsewhere in this Bidder’s Statement no:

• director or proposed director of Independence;

• person named in this Bidder’s Statement as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Bidder’s Statement;

• promoter of Independence; or

• underwriter to the issue of Independence Shares or financial services licensee named in this Bidder’s Statement as being involved in the issue of Independence Shares, (together, the Interested Persons ) holds at the date of this Bidder’s Statement or held at any time during the last two years, any interest in: − the formation or promotion of Independence;

• property acquired or proposed to be acquired by Independence in connection with its formation or promotion, or the offer of Independence Shares under the Offer; or

• the offer of Independence Shares under the Offer.

10.10 Disclosure of fees and benefits received by certain persons

Other than as set out below or elsewhere in this Bidder’s Statement, no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given:

• to a director or proposed director of Independence to induce them to become, or to qualify as, a director of Independence;

• for services provided by an Interested Person in connection with the formation or promotion of Independence or the offer of Independence shares under the Offer.

The fees paid in connection with the preparation and distribution of this Bidder’s Statement and for services provided in connection with the Offer (on the basis that the Offer is successful), including legal, accounting, taxation and financial advisers total approximately $5.4 million.

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10.11 Disclosure of interests of directors

(a) Interests in Independence shares

As at the date of this Bidder’s Statement, the directors of Independence had the following relevant interests in Independence securities:

Director	Class of security	Number	Nature of relevant interest
Oscar Aamodt	ordinaryshares	32,000 indirect
Christopher Bonwick	unlisted options ordinaryshares	500,000 2,050,000 direct indirect
Rod Marston	ordinaryshares	1,310,667 indirect
Kelly Ross	ordinary shares ordinaryshares	325,000 20,000 direct indirect
John Christie	ordinary shares ordinaryshares	280,000 220,000 direct indirect
Peter Bilbe	–	– –

(b) No Interests in Jabiru Shares

As at the date of this Bidder’s Statement, the directors of Independence had no interests in Jabiru securities.

(c) Indemnity and insurance

The constitution of Independence permits the grant of an indemnity (to the maximum extent permitted by law) in favour of each director, the company secretary and past directors and secretaries.

Independence has entered into deeds of indemnity and access with all of the current directors. This indemnity is against liability to third parties by such officers unless excluded by law. The indemnity also covers costs or expenses incurred by an officer in defending proceedings relating to that person’s position.

Independence maintains an insurance policy in respect of certain present and future officers against certain liability incurred in that capacity.

10.12 Expiry date

No securities will be issued on the basis of this Bidder’s Statement after the date which is 13 months after the date of this Bidder’s Statement.

10.13 Other material information

Except as disclosed elsewhere in this Bidder’s Statement, there is no other information that is:

• (a) material to the making of a decision by a Jabiru shareholder whether or not to accept the Offer; and

• (b) known to Independence,

which has not previously been disclosed to Jabiru shareholders.

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11. The terms and conditions of the Offer

11.1 Offer

• (a) Independence offers to acquire all of your Shares on and subject to the terms and conditions set out in this section 11 of this Bidder’s Statement.

• (b) The consideration under the Offer is 1 Independence Share for every 8 of your Shares. If this calculation results in an entitlement to a fraction of a Independence Share, that fraction will be rounded down to the next whole number of Independence Shares.

• (c) If, at the time this Offer is made to you, you are a Foreign Shareholder, you will not receive Independence Shares. Instead, you are offered and will receive a cash amount determined in accordance with section 11.7 of this Bidder’s Statement.

• (d) The Independence Shares to be issued are ordinary shares in Independence and will be credited as fully paid and have the rights summarised in section 3.4.

• (e) By accepting this Offer, you undertake to transfer to Independence not only the Shares to which the Offer relates, but also all Rights attached to those Shares (see paragraphs 11.5(c)(6) and 11.6(c)).

• (f) This Offer is being made to each person registered as the holder of Shares in the register of Jabiru shareholders at open of business (Perth, Western Australia time) on the Register Date. It also extends to:

• (1) holders of securities or Performance Rights that come to be Shares during the period from the Register Date to the end of the Offer Period due to the conversion of, or exercise of rights conferred by, such securities and which are on issue as at the Register Date; and

• (2) any person who becomes registered, or entitled to be registered, as the holder of your Shares during the Offer Period.

• (g) If, at the time the Offer is made to you, or at any time during the Offer Period, another person is, or is entitled to be, registered as the holder of some or all of your Shares, then:

• (1) a corresponding offer on the same terms and conditions as this Offer will be deemed to have been made to that other person in respect of those Shares; and

• (2) a corresponding offer on the same terms and conditions as this Offer will be deemed to have been made to you in respect of any other Shares you hold to which the Offer relates; and

• (3) this Offer will be deemed to have been withdrawn immediately at that time.

• (h) If at any time during the Offer Period you are registered or entitled to be registered as the holder of one or more parcels of Shares as trustee or nominee for, or otherwise on account of, another person, you may accept as if a separate offer on the same terms and conditions as this Offer had been made in relation to each of those parcels and any parcel you hold in your own right. To validly accept the Offer for each parcel, you must comply with the procedure in section 653B(3) of the Corporations Act. If, for the purposes of complying with that procedure, you require additional copies of this Bidder’s Statement and/or the Acceptance Form, please call Security Transfer Registrars on (08) 9315 2333 to request those additional copies.

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• (i) If your Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee you should contact that nominee for assistance in accepting the Offer.

• (j) The Offer is dated [�].

11.2 Offer Period

• (a) Unless withdrawn, the Offer will remain open for acceptance during the period commencing on the date of this Offer and ending at 5pm (Perth, Western Australia time) on the later of:

• (1) [�]; or

• (2) any date to which the Offer Period is extended.

• (b) Independence reserves the right, exercisable in its sole discretion, to extend the Offer Period in accordance with the Corporations Act.

• (c) If, within the last 7 days of the Offer Period, either of the following events occurs:

• (1) the Offer is varied to improve the consideration offered; or

• (2) Independence’s voting power in Jabiru increases to more than 50%,

then the Offer Period will be automatically extended so that it ends 14 days after the relevant event in accordance with section 624(2) of the Corporations Act.

11.3 How to accept this Offer

• (a) General

• (1) Subject to paragraph 11.1(g) and paragraph 11.1(h), you may accept this Offer only for all of your Shares.

• (2) You may accept this Offer at any time during the Offer Period.

• (b) Shares held in your name on Jabiru’s issuer sponsored subregister

To accept this Offer for Shares held in your name on Jabiru’s issuer sponsored sub register (in which case your Security holder Reference Number will commence with ‘I’), you must:

• (1) complete and sign the Acceptance Form in accordance with the terms of this Offer and the instructions on the Acceptance Form; and

• (2) ensure that the Acceptance Form (including any documents required by the terms of this Offer and the instructions on the Acceptance Form) is received before the end of the Offer Period, at one of the addresses shown on the Acceptance Form.

• (c) Shares held in your name in a CHESS Holding

• (1) If your Shares are held in your name in a CHESS Holding (in which case your Holder Identification Number will commence with ‘X’) and you are not a Participant, you should instruct your Controlling Participant (this is normally the stockbroker either through whom you bought your Shares or through whom you ordinarily acquire shares on the ASX) to initiate

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acceptance of this Offer on your behalf in accordance with Rule 14.14 of the ASX Settlement Operating Rules before the end of the Offer Period.

• (2) If your Shares are held in your name in a CHESS Holding (in which case your Holder Identification Number will commence with ‘X’) and you are a Participant, you should initiate acceptance of this Offer in accordance with Rule 14.14 of the ASX Settlement Operating Rules before the end of the Offer Period.

• (3) Alternatively, to accept this Offer for Shares held in your name in a CHESS Holding (in which case your Holder Identification Number will commence with ‘X’), you may sign and complete the Acceptance Form in accordance with the terms of this Offer and the instructions on the Acceptance Form and ensure that it (including any documents required by the terms of this Offer and the instructions on the Acceptance Form) is received before the end of the Offer Period, at one of the addresses shown on the Acceptance Form.

• (4) If your Shares are held in your name in a CHESS Holding (in which case your Holder Identification Number will commence with ‘X’), you must comply with any other applicable ASX Settlement Operating Rules.

• (d) Shares of which you are entitled to be registered as holder

• To accept this Offer for Shares which are not held in your name, but of which you are entitled to be registered as holder, you must:

• (1) complete and sign the Acceptance Form in accordance with the terms of this Offer and the instructions on the Acceptance Form; and

• (2) ensure that the Acceptance Form (including any documents required by the terms of this Offer and the instructions on the Acceptance Form) is received before the end of the Offer Period, at one of the addresses shown on the Acceptance Form.

• (e) Acceptance Form and other documents

• (1) The Acceptance Form forms part of the Offer.

• (2) If your Acceptance Form (including any documents required by the terms of this Offer and the instructions on the Acceptance Form) is returned by post, for your acceptance to be valid you must ensure that they are posted or delivered in sufficient time for them to be received by Independence at one of the addresses shown on the Acceptance Form before the end of the Offer Period.

• (3) If your Acceptance Form (including any documents required by the terms of this Offer and the instructions on the Acceptance Form) is returned by facsimile, it will be deemed to be received in time if the facsimile transmission is received (evidenced by a confirmation of successful transmission) before the end of the Offer Period, but you will not be entitled to receive the consideration to which you are entitled until your original Acceptance Form (including any documents required by the terms of this Offer and the instructions on the Acceptance Form) is received at one of the addresses shown on the Acceptance Form.

• (4) When using the Acceptance Form to accept this Offer in respect of Shares in a CHESS Holding, you must ensure that the Acceptance Form (and any documents required by the terms of this Offer and the instruction on the Acceptance Form) are received by Independence in time for Independence to instruct your Controlling Participant to initiate acceptance of this Offer on your behalf in accordance with Rule 14.14 of the ASX Settlement Operating Rules before the end of the Offer Period.

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• (5) The postage and transmission of the Acceptance Form and other documents is at your own risk.

11.4 Validity of acceptances

• (a) Subject to this section 11.4, your acceptance of the Offer will not be valid unless it is made in accordance with the procedures set out in section 11.3.

• (b) Independence will determine, in its sole discretion, all questions as to the form of documents, eligibility to accept the Offer and time of receipt of an acceptance of the Offer. Independence is not required to communicate with you prior to or after making this determination. The determination of Independence will be final and binding on all parties.

• (c) Notwithstanding paragraphs 11.3(b), 11.3(c), 11.3(d) and 11.3(e), Independence may, in its sole discretion, at any time and without further communication to you, deem any Acceptance Form it receives to be a valid acceptance in respect of your Shares, even if a requirement for acceptance has not been complied with, but the payment of the consideration in accordance with the Offer may be delayed until any irregularity has been resolved or waived and any other documents required to procure registration have been received by Independence.

• (d) Where you have satisfied the requirements for acceptance in respect of only some of your Shares, Independence may, in its sole discretion, regard the Offer to be accepted in respect of those of your Shares but not the remainder.

• (e) Independence will provide the consideration to you in accordance with section 11.6, in respect of any part of an acceptance determined by Independence to be valid.

11.5 The effect of acceptance

• (a) Once you have accepted the Offer, you will be unable to revoke your acceptance, the contract resulting from your acceptance will be binding on you and you will be unable to withdraw your Shares from the Offer or otherwise dispose of your Shares, except as follows:

• (1) if, by the relevant times specified in paragraph 11.5(b), the conditions in section 11.8 have not all been fulfilled or freed, this Offer will automatically terminate and your Shares will be returned to you; or

• (2) if the Offer Period is extended for more than one month and, at the time, this Offer is subject to one or more of the conditions in section 11.8, you may be able to withdraw your acceptance and your Shares in accordance with section 650E of the Corporations Act. A notice will be sent to you at the time explaining your rights in this regard.

• (b)

The relevant times for the purposes of paragraph 11.5(a)(1) are:

• (1) in relation to the condition in paragraph 11.8(d), the end of the third business day after the end of the Offer Period; and

• (2) in relation to all other conditions in section 11.8, the end of the Offer Period.

• (c) By signing and returning the Acceptance Form, or otherwise accepting this Offer pursuant to section 11.3, you will be deemed to have:

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• (1) accepted this Offer (and any variation of it) in respect of, and, subject to all of the conditions to this Offer in section 11.8 being fulfilled or freed, agreed to transfer to Independence, your Shares (even if the number of Shares specified on the Acceptance Form differs from the number of your Shares), subject to paragraph 11.1(g) and paragraph 11.1(h);

• (2) represented and warranted to Independence, as a fundamental condition going to the root of the contract resulting from your acceptance, that at the time of acceptance, and the time the transfer of your Shares (including any Rights) to Independence is registered, that all your Shares are and will be free from all mortgages, charges, liens, encumbrances and adverse interests of any nature (whether legal or otherwise) and free from restrictions on transfer of any nature (whether legal or otherwise), that you have full power and capacity to accept this Offer and to sell and transfer the legal and beneficial ownership in your Shares (including any Rights) to Independence, and that you have paid to Jabiru all amounts which at the time of acceptance have fallen due for payment to Jabiru in respect of your Shares;

• (3) irrevocably authorised Independence (and any director, secretary, nominee or agent of Independence) to alter the Acceptance Form on your behalf by inserting correct details relating to your Shares, filling in any blanks remaining on the form and rectifying any errors or omissions as may be considered necessary by Independence to make it an effective acceptance of this Offer or to enable registration of your Shares in the name of Independence;

• (4) if you signed the Acceptance Form in respect of Shares which are held in a CHESS Holding, irrevocably authorised Independence (or any director, secretary, nominee or agent of Independence) to instruct your Controlling Participant to initiate acceptance of this Offer in respect of your Shares in accordance with Rule 14.14 of the ASXC Settlement Operating Rules;

• (5) if you signed the Acceptance Form in respect of Shares which are held in a CHESS Holding, irrevocably authorised Independence (or any director, secretary, nominee or agent of Independence) to give any other instructions in relation to your Shares to your Controlling Participant, as determined by Independence acting in its own interests as a beneficial owner and intended registered holder of those Shares;

• (6) irrevocably authorised and directed Jabiru to pay to Independence, or to account to Independence for, all Rights in respect of your Shares, subject, if this Offer is withdrawn, to Independence accounting to you for any such Rights received by Independence;

• (7) irrevocably authorised Independence to notify Jabiru on your behalf that your place of address for the purpose of serving notices upon you in respect of your Shares is the address specified by Independence in the notification;

• (8) with effect from the time and date on which all the conditions to this Offer in section 11.8 have been fulfilled or freed, to have irrevocably appointed Independence (and any director, secretary or nominee of Independence) severally from time to time as your true and lawful attorney to exercise all your powers and rights in relation to your Shares, including (without limitation) powers and rights to requisition, convene, attend and vote in person, by proxy or by body corporate representative, at all general meetings and all court-convened meetings of Jabiru and to request Jabiru to register, in the name of Independence or its nominee, your Shares, as appropriate, with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable);

• (9) with effect from the date on which all the conditions to this Offer in section 11.8 have been fulfilled or freed, to have agreed not to attend or vote in person, by proxy or by body corporate representative at any general meeting or any court-convened meeting of Jabiru or to exercise

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or purport to exercise any of the powers and rights conferred on Independence (and its directors, secretaries and nominees) in paragraph 11.5(c)(8);

• (10) agreed that in exercising the powers and rights conferred by the powers of attorney granted under paragraph 11.5(c)(8), the attorney will be entitled to act in the interests of Independence as the beneficial owner and intended registered holder of your Shares;

• (11) agreed to do all such acts, matters and things that Independence may require to give effect to the matters the subject of this paragraph 11.5(c) (including the execution of a written form of proxy to the same effect as this paragraph 11.5(c) which complies in all respects with the requirements of the constitution of Jabiru) if requested by Independence;

• (12) agreed to indemnify Independence in respect of any claim or action against it or any loss, damage or liability whatsoever incurred by it as a result of you not producing your Holder Identification Number or Security holder Reference Number or in consequence of the transfer of your Shares to Independence being registered by Jabiru without production of your Holder Identification Number or your Security holder Reference Number for your Shares;

• (13) represented and warranted to Independence that, unless you have notified it in accordance with paragraph 11.1(h), your Shares do not consist of separate parcels of Shares;

• (14) irrevocably authorised Independence (and any nominee) to transmit a message in accordance with Rule 14.17 of the ASX Settlement Operating Rules to transfer your Shares to Independence’s Takeover Transferee Holding, regardless of whether it has paid the consideration due to you under this Offer;

• (15) agreed, subject to the conditions of this Offer in section 11.8 being fulfilled or freed, to execute all such documents, transfers and assurances, and do all such acts, matters and things that Independence may consider necessary or desirable to convey your Shares registered in your name and Rights to Independence; and

• (16) agreed to accept the Independence Shares to which you have become entitled by acceptance of this Offer subject to the constitution of Independence and have authorised Independence to place your name on its register of shareholders in respect of those Independence Shares.

• (d) The undertakings and authorities referred to in paragraph 11.5(c) will remain in force after you receive the consideration for your Shares and after Independence becomes registered as the holder of your Shares.

11.6 Payment of consideration

• (a) Subject to sections 11.4(b), 11.6 and 11.7 and the Corporations Act, Independence will provide the consideration due to you for your Shares on or before the earlier of:

• (1) one month after the date of your acceptance or, if this Offer is subject to a defeating condition when you accept this Offer, within one month after this Offer becomes unconditional; and

• (2) 21 days after the end of the Offer Period.

• (b) Where the Acceptance Form requires an additional document to be delivered with your Acceptance Form (such as a power of attorney):

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• (1) if that document is given with your Acceptance Form, Independence will provide the consideration in accordance with paragraph 11.6(a);

• (2) if that document is given after your Acceptance Form and before the end of the Offer Period while this Offer is subject to a defeating condition, Independence will provide the consideration due to you on or before the earlier of one month after this Offer becomes unconditional and 21 days after the end of the Offer Period;

• (3) if that document is given after your Acceptance Form and before the end of the Offer Period while this Offer is not subject to a defeating condition, Independence will provide the consideration due to you on or before the earlier of one month after that document is given and 21 days after the end of the Offer Period;

• (4) if that document is given after the end of the Offer Period, and the Offer is not subject to a defeating condition, Independence will provide the consideration within 21 days after that document is given. However, if at the time the document is given, the Offer is still subject to a defeating condition that relates only to the happening of an event or circumstance referred to in section 652C(1) or (2) of the Corporations Act, Independence will provide the consideration due to you within 21 days after the Offer becomes unconditional.

• (c) If you accept this Offer, Independence is entitled to all Rights in respect of your Shares. Independence may require you to provide all documents necessary to vest title to those Rights in Independence, or otherwise to give it the benefit or value of those Rights. If you do not give those documents to Independence, or if you have received the benefit of those Rights, Independence will deduct from the consideration otherwise due to you the amount (or value, as reasonably assessed by Independence) of those Rights, together with the value (as reasonably assessed by Independence) of the franking credits, if any, attached to the Rights.

• (d) If you have accepted the Offer and you are a Foreign Shareholder, you will receive your share of the proceeds from the sale of the Independence Shares in accordance with section 11.7.

• (e) Payment of any cash amount to which you are entitled under the Offer will be made by cheque in Australian currency. Cheques will be posted to you at your risk by ordinary mail (or in the case of overseas shareholders, by airmail) to the address as shown on your Acceptance Form.

• (f) The obligation of Independence to issue and allot any Independence Shares to which you are entitled will be satisfied by Independence:

• (1) entering your name on the register of members of Independence; and

• (2) dispatching or procuring the dispatch to you by pre paid post to your address recorded in Jabiru’s register of members at open of business (Perth, Western Australia time) on the Register Date (or if you acquire your Shares during the Offer Period, your address on your Acceptance Form), an uncertificated holding statement in your name. If your Shares are held in a joint name, an uncertificated holding statement will be issued in the name of, and forwarded to, the holder whose name appears first in Jabiru’s register of members at open of business (Perth, Western Australia time) on the Register Date (or if you acquire your Shares during the Offer Period, your address on your Acceptance Form).

• (g) If at the time you accept the Offer any of the following:

• (1) Banking (Foreign) Exchange Regulations 1959 (Cth);

• (2) Charter of the United Nations (Dealing with Assets) Regulations 2008 (Cth);

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• (3) Charter of the United Nations (Sanctions – Afghanistan) Regulations 2008 (Cth);

• (4) Charter of the United Nations (Sanctions – Iraq) Regulations 2008 (Cth); or

• (5) any other law of Australia,

require that an authority, clearance or approval of the Reserve Bank of Australia, the Australian Taxation Office or any other government authority be obtained before you receive any consideration for your Shares, or would make it unlawful for Independence to provide any consideration to you for your Shares, you will not be entitled to receive any consideration for your Shares until all requisite authorities, clearances or approvals have been received by Independence. As far as Independence is aware, as at the date of this Bidder’s Statement, the persons to whom this paragraph 11.6(g) will apply are: prescribed supporters of the former government of Yugoslavia; ministers and senior officials of the Government of Zimbabwe; persons associated with the former government of Iraq (including senior officials, immediate family members of senior officials, or an entity controlled by any of those persons); Usama bin Laden; the Taliban; members of the Al Qaida organisation; and a person named in the list maintained pursuant to paragraph 2 of Resolution 1390 of the Security Council of the United Nations.

11.7 Foreign Shareholders

(a) If you are a Foreign Shareholder, you will not be entitled to receive Independence Shares as the consideration for your Shares as a result of accepting this Offer, and Independence will:

• (1) arrange for the issue to a nominee approved by ASIC (the Nominee ) of the number of Independence Shares to which you and all other Foreign Shareholders would have been entitled but for paragraph 11.1(c) and the equivalent provision in each other offer under the Offer;

• (2) cause the Independence Shares so issued to be offered for sale by the Nominee on ASX as soon as practicable and otherwise in the manner, at the price and on such other terms and conditions as are determined by the Nominee; and

• (3) cause the Nominee to pay to you the amount ascertained in accordance with the formula: where:

  • N x YS TS

  • ‘N’ is the amount which is received by the Nominee upon the sale of all Independence Shares under this section 11.7 less brokerage and sale expenses;

  • ‘YS’ is the number of Independence Shares which would, but for paragraph 11.1(c), otherwise have been allotted to you; and

  • ‘TS’ is the total number of Independence Shares allotted to the Nominee under this section 11.7.

• (b) You will receive your share of the proceeds of the sale of Independence Shares by the Nominee in Australian currency.

• (c) Payment will be made by cheque posted to you at your risk by ordinary mail (or in the case of overseas shareholders, by airmail) at the address provided on your Acceptance Form within the period required by the Corporations Act.

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• (d) Under no circumstances will interest be paid on your share of the proceeds of the sale of Independence Shares by the Nominee, regardless of any delay in remitting these proceeds to you.

11.8 Conditions of this Offer

Subject to section 11.9, the completion of this Offer and any contract that results from an acceptance of this Offer, are subject to the fulfilment of the conditions set out below:

(a) Minimum acceptance

At the end of the Offer Period, Independence has relevant interests in at least 90% of the Shares (on a fully diluted basis).

(b) No regulatory action

Between the Announcement Date and the end of the Offer Period (each inclusive):

• (1) there is not in effect any preliminary or final decision, order or decree issued by any Public Authority;

• (2) no action or investigation is announced, commenced or threatened by any Public Authority; and

• (3) no application is made to any Public Authority (other than by Independence or any associate of Independence),

in consequence of or in connection with the Offer (other than an application to, or a decision or order of, ASIC or the Takeovers Panel in exercise of the powers and discretions conferred by the Corporations Act) which restrains, prohibits or impedes, or threatens to restrain, prohibit or impede, or materially impact upon, the making of the Offers and the completion of any transaction contemplated by the Bidder’s Statement (including, without limitation, full, lawful, timely and effectual implementation of the intentions to be set out in the Bidder’s Statement) or which requires the divestiture by Independence of any Shares or any material assets of Jabiru or any subsidiary of Jabiru.

• (c) No material adverse change

• (1) Between the Announcement Date and the end of the Offer Period (each inclusive) none of the following occurs:

  • an event, change, condition, matter or thing occurs;

  • information is disclosed or announced by Jabiru or any of its subsidiaries concerning any event, change, condition, matter or thing; or

  • information concerning any event, change, condition, matter or thing becomes known to Independence (whether or not becoming public),

which will have, could reasonably be expected to have or which evidences that there has been a material adverse effect on the business, assets, liabilities, reputation, financial position and performance, material contracts (taken as a whole), profitability or prospects of Jabiru or any of its subsidiaries, since 30 June 2010, including, without limitation, a creditor’s demand made to Jabiru or any subsidiary for more than $2,000,000 or acceleration or modification of the obligations of Jabiru or any subsidiary under any material agreement.

• (2) For the purposes of paragraph 11.8(c)(1), Independence shall not be taken to know of information concerning any event, change, condition, matter or thing before the Announcement Date, unless Independence knows or ought reasonably to have known (having regard to the information actually known by Independence and the information disclosed by Jabiru in its

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public filings with the ASX and ASIC before the Announcement Date) of the extent or magnitude of the event, change, condition, matter or thing.

• (3) Paragraph 11.8(c)(1) does not apply in relation to particular information, if that information was previously disclosed by Jabiru to Independence before the date of the Bid Implementation Agreement (including as a result of a public filing with the ASX or ASIC) provided that the disclosure was fair (including, without limitation, in relation to the extent and magnitude of the event, change, condition, matter or thing, as the case may be) and was not, and is not likely to be incorrect, untrue or misleading.

(d) No prescribed occurrences

Between the Announcement Date and the date 3 business days after the end of the Offer Period (each inclusive), none of the following prescribed occurrences (being the occurrences listed in section 652C of the Corporations Act) happen:

• (1) Jabiru converting all or any of the Shares into a larger or smaller number of shares under section 254H of the Corporations Act;

• (2) Jabiru or a subsidiary of Jabiru resolving to reduce its share capital in any way;

• (3) Jabiru or a subsidiary of Jabiru entering into a buyback agreement or resolving to approve the terms of a buyback agreement under section 257C(1) or 257D(1) of the Corporations Act;

• (4) Jabiru or a subsidiary of Jabiru making an issue of Shares (other than Shares issued as a result of the exercise of Options into Shares or vesting of Performance Rights) or granting an option over the Shares (including granting any performance rights) or agreeing to make such an issue or grant such an option;

• (5) Jabiru or a subsidiary of Jabiru issuing, or agreeing to issue, convertible notes;

• (6) Jabiru or a subsidiary of Jabiru disposing or agreeing to dispose, of the whole, or a substantial part, of its business or property;

• (7) Jabiru or a subsidiary of Jabiru charging, or agreeing to charge, the whole, or a substantial part, of its business or property;

• (8) Jabiru or a subsidiary of Jabiru resolving that it be wound up;

• (9) the appointment of a liquidator or provisional liquidator of Jabiru or of a subsidiary of Jabiru;

• (10) the making of an order by a court for the winding up of Jabiru or of a subsidiary of Jabiru;

• (11) an administrator of Jabiru or of a subsidiary of Jabiru being appointed under section 436A, 436B or 436C of the Corporations Act;

• (12) Jabiru or a subsidiary of Jabiru executing a deed of company arrangement;

• (13) the appointment of a receiver, receiver and manager, other controller (as defined in the Corporations Act) or similar official in relation to the whole, or a substantial part, of the property of Jabiru or of a subsidiary of Jabiru,

provided that it will not include any occurrence:

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• (14) fairly disclosed to Independence before the date of the Bid Implementation Agreement (including as a result of disclosures made to ASX);

• (15) occurring as a result of any matter, event or circumstance required by this document, the Takeover Bid or the transactions contemplated by them; or

• (16) approved in writing by Independence.

(e) Representations and warranties

The representations and warranties provided by Jabiru to Independence under the bid implementation agreement in relation to the Offer are true and correct in all material respects, at all times between the Announcement Date and the end of the Offer Period (each inclusive).

(f) No distributions

Between the Announcement Date and the end of the Offer Period (each inclusive), Jabiru does not announce, make, declare or pay any distribution (whether by way of dividend, capital reduction or otherwise and whether in cash or in specie).

(g) Other regulatory approvals

Before the end of the Offer Period, all approvals or consents that are required by law, or by any public authority, as are necessary to permit:

• (1) the Offer to be lawfully made to and accepted by Jabiru shareholders; and

• (2) the transactions contemplated by this Bidder’s Statement to be completed (including, without limitation, full, lawful and effectual implementation of the intentions to be set out in the Bidder’s Statement),

are granted, given, made or obtained on an unconditional basis, remain in full force and effect in all respects, and do not become subject to any notice, intimation or indication of intention to revoke, suspend, restrict, modify or not renew the same.

• (h) No persons entitled to exercise or exercising rights under certain agreements or instruments

Between the Announcement Date and the end of the Offer Period (each inclusive), there is no person entitled to exercise, exercising or purporting to exercise, stating an intention to exercise (whether or not that intention is stated to be a final or determined decision of that person), or asserting a right to exercise, any rights under any provision of any agreement or other instrument to which Jabiru or any Jabiru subsidiary is a party, or by or to which Jabiru or any Jabiru subsidiary or any of its assets or businesses may be bound or be subject, which results, or could result, to an extent to which is material in the context of Jabiru and its subsidiaries taken as a whole, in:

• (1) any moneys borrowed by Jabiru or any Jabiru subsidiary being or becoming repayable or being capable of being declared repayable immediately or earlier than the repayment date stated in such agreement or other instrument; or

• (2) any such agreement or other such instrument being terminated or modified or any action being taken or arising thereunder;

• (3) the interest of Jabiru or any Jabiru subsidiary in any firm, joint venture, trust corporation or other entity (or any arrangements relating to such interest) being terminated or modified;

• (4) the assets of Jabiru or any Jabiru subsidiary being sold transferred or offered for sale or transfer, including under any pre emptive rights or similar provisions; or

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• (5) the business of Jabiru or any Jabiru subsidiary with any other person being adversely affected.

(i) Acquisitions and disposals

Between the Announcement Date and the end of the Offer Period (each inclusive), neither Jabiru nor any of its subsidiaries, acquires or disposes of, or enters into or announces any agreement for the acquisition or disposal of, any asset or business, or enters into any corporate transaction, which would or would be likely to involve a material change in:

• (1) the manner in which Jabiru conducts its business;

• (2) the nature (including balance sheet classification), extent or value of the assets of Jabiru; or

• (3) the nature (including balance sheet classification), extent or value of the liabilities of Jabiru,

including, without limitation, any transaction which would or (subject to one or more conditions) may involve:

• (4) Jabiru or any subsidiary of Jabiru entering any joint venture agreement or like arrangement in respect of tenements held by Jabiru or any subsidiary of Jabiru, or any offtake agreement or like agreement in respect of product from such tenements;

• (5) Jabiru or any subsidiary of Jabiru acquiring, or agreeing to acquire, one or more companies, businesses or assets for an amount in aggregate greater than $2 million; or

• (6) Jabiru or any subsidiary of Jabiru disposing, or agreeing to dispose of, one or more companies, businesses or assets (or any interest therein) for an amount in aggregate greater than $2 million.

(j) Capital expenditures

Between the Announcement Date and the end of the Offer Period (each inclusive), Jabiru does not incur or commit to incur an amount of capital expenditure in excess of $2 million other than:

• (1) capital expenditure that has been announced by Jabiru before the Announcement Date as intended to be incurred or committed; or

• (2) capital expenditure in the day to day operating activities of the business of Jabiru and its subsidiaries conducted in the same manner as before the Announcement Date.

(k) No break fees

Between the Announcement Date and the end of the Offer Period, Jabiru does not agree (whether conditionally or unconditionally) to make any payment by way of break fee, inducement fee, cost reimbursement or otherwise, to any person other than Independence or an associate, or forgo any amount to which it would otherwise be entitled, in connection with a proposal by that person for:

• (1) a takeover bid for, or scheme of arrangement proposed by Jabiru, under the Corporations Act;

• (2) the acquisition by that person or an associate of substantially all the assets and operations of Jabiru; or

• (3) any transaction having a similar economic effect.

This section does not apply to a payment by way of remuneration for professional services or to directors of Jabiru for the discharge of their duties in connection with the Offer.

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(l) Minimum bid price rule

Independence is able to proceed with the Offer on the basis of the consideration of 1 Independence share for every 8 Jabiru shares (and not a higher number of Independence shares) without breaching section 621(3) of the Corporations Act (as amended by ASIC or any other regulator through specific relief or otherwise).

11.9 Nature and benefit of conditions

• (a) The conditions in section 11.8 are conditions subsequent. The non fulfilment of any condition subsequent does not, until the end of the Offer Period (or in the case of the conditions in paragraph 11.8(d), until the end of the third business day after the end of the Offer Period), prevent a contract to sell your Shares from arising, but entitles Independence by written notice to you, to rescind the contract resulting from your acceptance of this Offer.

• (b) Subject to the Corporations Act and paragraph 11.9(a), Independence alone is entitled to the benefit of the conditions in section 11.8, or to rely on any non fulfilment of any of them.

• (c) Each condition in section 11.8 is a separate, several and distinct condition. No condition will be taken to limit the meaning or effect of any other condition.

11.10 Freeing the Offer of conditions

Independence may free this Offer, and any contract resulting from its acceptance, from all or any of the conditions subsequent in section 11.8, either generally or by reference to a particular fact, matter, event, occurrence or circumstance (or class thereof), by giving a notice to Jabiru and to ASX declaring this Offer to be free from the relevant condition or conditions specified, in accordance with section 650F of the Corporations Act. This notice may be given:

• (a) in the case of the condition in paragraph 11.8(d), not later than 3 business days after the end of the Offer Period; and

• (b) in the case of all the other conditions in section 11.8, not less than 7 days before the end of the Offer Period.

If, at the end of the Offer Period (or in the case of the conditions in paragraph 11.8(d), at the end of the third business day after the end of the Offer Period), the conditions in section 11.8 have not been fulfilled and Independence has not declared the Offer (or it has not become) free from those conditions, all contracts resulting from the acceptance of the Offer will be automatically void.

11.11 Official quotation of Independence Shares

• (a) Independence has been admitted to the official list of ASX. Shares of the same class as those to be issued as consideration have been granted official quotation by ASX.

• (b) An application will be made within 7 days after the start of the bid period to ASX for the granting of official quotation of the Independence Shares to be issued in accordance with the Offer. However, official quotation is not granted automatically on application.

• (c) Pursuant to the Corporations Act, this Offer and any contract that results from your acceptance of it are subject to a condition that permission for admission to official quotation by ASX of the Independence Shares to be issued pursuant to the Offer being granted no later than 7 days after the

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end of the bid period. If this condition is not fulfilled, all contracts resulting from the acceptance of the Offers will be automatically void.

11.12 Notice on status of conditions

The date for giving the notice on the status of the conditions required by section 630(1) of the Corporations Act is [�] (subject to extension in accordance with section 630(2) if the Offer Period is extended).

11.13 Withdrawal of this Offer

• (a) This Offer may be withdrawn with the consent in writing of ASIC, which consent may be subject to conditions. If ASIC gives such consent, Independence will give notice of the withdrawal to ASX and to Jabiru and will comply with any other conditions imposed by ASIC.

• (b) If, at the time this Offer is withdrawn, all the conditions in section 11.8 have been freed, all contracts arising from acceptance of the Offer before it was withdrawn will remain enforceable.

• (c) If, at the time this Offer is withdrawn, the Offer remains subject to one or more of the conditions in section 11.8, all contracts arising from its acceptance will become void (whether or not the events referred to in the relevant conditions have occurred).

• (d) A withdrawal pursuant to section 11.13 will be deemed to take effect:

• (1) if the withdrawal is not subject to conditions imposed by ASIC, after the date on which that consent in writing is given by ASIC; or

• (2) if the withdrawal is subject to conditions imposed by ASIC, after the date on which those conditions are satisfied.

11.14 Variation of this Offer

Independence may vary this Offer in accordance with the Corporations Act.

11.15 No stamp duty or brokerage

• (a) Independence will pay any stamp duty on the transfer of your Shares to it.

• (b) As long as your Shares are registered in your name and you deliver them directly to Independence, you will not incur any brokerage in connection with your acceptance of this Offer.

11.16 Governing laws

This Offer and any contract that results from your acceptance of it are to be governed by the laws in force in Western Australia.

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12. Definitions and interpretation

12.1 Definitions

In this Bidder’s Statement and in the Acceptance Form unless the context otherwise appears, the following terms have the meanings shown below:

Term	Meaning
$ or A$	Australian dollars, the lawful currency of the Commonwealth of Australia.
AASB	Australian AccountingStandards Board
Acceptance Form	the acceptance form enclosed with this Bidder’s Statement.
Announcement Date	the date of the announcement of the Offer by Independence, being 9 February2011.
ASIC	the Australian Securities and Investments Commission.
ASX	ASX Limited ABN 98 008 624 691
ASX Settlement	ASX Settlement PtyLimited ABN 49 008 504 532
ASX Settlement Operating Rules	the operating rules of the ASX Settlement which govern the administration of the ClearingHouse Electronic Subregister System.
BFS	bankable feasibilitystudy.
Bid Implementation Agreement	the bid implementation agreement entered by Independence and Jabiru on 9 February 2011, which provides the matter in which the parties have agreed the Offer will be implemented.
Bidder’s Statement	this document, being the statement of Independence under Part 6.5 Division 2 of the Corporations Act relatingto the Offer.
Board	the board of directors of Jabiru.
Business Day	means a day on which banks are open for business in Perth, Western Australia,excludinga Saturday,Sundayorpublic holiday.
CGT	capitalgains tax.
CHESS Holding	a number of Shares which are registered on Jabiru share register being a register administered by ASX Settlement and which records uncertificated holdings of shares.
Controlling Participant	in relation to your Shares, has the same meaning as in the ASX Settlement OperatingRules.
Corporations Act	the Corporations Act 2001(Cth).
DFS	definitive feasibilitystudy.
Foreign Shareholder	a Jabiru shareholder whose address as shown in the register of members of Jabiru is in a jurisdiction other than Australia or its external territories or New Zealand, unless Independence otherwise determines (in its absolute discretion) after being satisfied that it is not unlawful, not unduly onerous and not unduly impracticable to make the Offer to a Jabiru shareholder in the relevant jurisdiction and to issue Independence Shares to such a Jabiru shareholder on acceptance of the Offer, and that it is not unlawful for such a Jabiru shareholder to accept the Offer in such circumstances in the relevantjurisdiction.
Holder Identification Number	has the same meaningas in the ASX Settlement OperatingRules.
Independence	Independence GroupNL(ABN 46 092 786 304).
IASB	International AccountingStandards Board.
IFRS	International Financial ReportingStandards.
Independence Group	Independence and each of its Subsidiaries.
Independence Shares	fully paid ordinaryshares in the capital of Independence.
Interested Person	has the meaningin section 10.9 of this Bidder’s Statement.
Issuer Sponsored Holdings	a holdingof Shares on Jabiru issuer sponsored subregister.

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Term	Meaning
Jabiru Jabiru Metals Limited(ABN 51 060 620 751).
Jabiru Group Jabiru and each of its Subsidiaries.
Jabiru Shares fully paid ordinaryshares in the capital of Jabiru.
JORC Code the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results,Mineral Resources and Ore Reserves’.
Listing Rules the Official Listing Rules of ASX, as amended and waived by ASX from time to time.
Merged Group the group of companies resulting from the combination of the Independence Group and the Jabiru Group following Jabiru becoming a whollyowned subsidiaryof Independence.
Metals X Metals X Limited(ACN 110 150 055)
Offer the offer for Shares under the terms and conditions contained in section 11 of this Bidder’s Statement.
Offer Consideration has the meaninginparagraph 11.1 (b).
Offer Period the period during which the Offer will remain open for acceptance in accordance with section 11.2 of this Bidder’s Statement.
Options options to subscribe for Shares on the terms described in section 5.2.
Participant an entity admitted to participate in the Clearing House Electronic Subregister System under Rule 4.3.1 and 4.4.1 of the ASX Settlement OperatingRules.
Performance Rights performance rights issued to Jabiru executives under the Jabiru Metals Limited Long Term Executive Incentive Scheme and issued to Jabiru employees, contractors and consultants under the Jabiru Metals Limited Performance Rights Plan, which upon vesting entitle the holder to be issued with a Share.
Public Authority any government or any governmental, semi governmental, statutory or judicial entity, agency or authority, whether in Australia or elsewhere, including (without limitation) any self regulatory organisation established under statute or otherwise discharging substantially public or regulatory functions,and ASX or anyother stock exchange.
Register Date the date set by Independence under section 633(2) of the Corporations Act,being23 February2011.
Reserve has the meaning given to the term ‘Ore Reserve’ in the JORC Code.
Resource has the meaning given to the term ‘Mineral Resource’ in the JORC Code.
Rights all accreditations, rights or benefits of whatever kind attaching or arising from Shares directly or indirectly at or after the Announcement Date (including, but not limited to, all dividends or other distributions and all rights to receive them or rights to receive or subscribe for shares, notes, bonds, options or other securities declared, paid or issued byJabiru or anyof its subsidiaries).
Security holder Reference Number or SRN has the same meaningas in the ASX Settlement OperatingRules.
Shares fully paid ordinaryshares in the capital of Jabiru.
Subsidiary has the same meaningas in section 9 of the Corporations Act.
Takeover Bid the off market takeover bid constituted by the dispatch of the Offers in accordance with the Corporations Act.
Takeover Transferee Holding has the same meaningas in the ASX Settlement OperatingRules.
Target’s Statement The Target’s Statement prepared by Jabiru dated on or about the date of this Bidder’s Statement and sent to Jabiru shareholders with this Bidder’s Statement.
VWAP volume weighted averageprice.

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Term	Meaning
your Shares subject to paragraph 11.1 (g) and paragraph 11.1 (h), the Shares (a) in respect of which you are registered, or entitled to be registered, as holder in the register of shareholders of Jabiru at the open of business (Perth, Western Australia time) on the Register Date, or (b) to which you are able to give good title at the time you accept this Offer during the Offer Period.

12.2 Interpretation

In this Bidder’s Statement and in the Acceptance Form, unless the context otherwise requires:

• (a) words and phrases have the same meaning (if any) given to them in the Corporations Act;

• (b) words importing a gender include any gender;

• (c) words importing the singular include the plural and vice versa;

• (d) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa;

• (e) a reference to a section, paragraph, attachment and schedule is a reference to a section and paragraph of and an attachment and schedule to this Bidder’s Statement as relevant;

• (f) a reference to any statute, regulation, proclamation, ordinance or by law includes all statutes, regulations, proclamations, ordinances, or by laws amending, varying, consolidating or replacing it and a reference to a statute includes all regulations, proclamations, ordinances and by laws issued under that statute;

• (g) headings and bold type are for convenience only and do not affect the interpretation of this Bidder’s Statement;

• (h) a reference to time is a reference to time in Sydney, Australia;

• (i) a reference to writing includes facsimile transmissions; and

• (j) a reference to dollars, $, A$, cents, ¢ and currency is a reference to the lawful currency of the Commonwealth of Australia.

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13. Approval of Bidder’s Statement

This Bidder’s Statement has been approved by a unanimous resolution passed by the directors of Independence.

Date ___ Signed for and on behalf of Independence by sign here ► ___ Director print name Christopher Bonwick

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Attachment 1

Announcements in relation to the Offer

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INDEPENDENCE GROUP ANNOUNCES RECOMMENDED TAKEOVER OF JABIRU METALS

9 February 2011

Offer Summary

• Proposed acquisition of 100% of Jabiru Metals by Independence Group at an implied offer price of A$0.961 per Jabiru Metals share by way of an off-market takeover offer

• Jabiru shareholders to receive 1 Independence share for every 8 Jabiru shares held

• Jabiru Directors unanimously recommend Jabiru’s shareholders accept the Offer, and have agreed to accept the Offer with respect to their own shareholdings, in the absence of a Superior Proposal that is not matched by Independence. Following successful completion of the Offer, Jabiru’s Managing Director, Mr Gary Comb, will join the Independence board in the position of Executive Director - Operations

• Independence has acquired a 10.48% interest in Jabiru for A$0.829 cash per share from Jabiru’s major shareholder Metals X, who has also agreed to support the transaction and has entered into a pre-bid acceptance agreement in relation to the remainder of its holding in Jabiru (an additional 9.48%)

• Delivers on Independence’s strategy of growing a great multi-commodity Australian mining company headquartered in Perth and establishes a strong base to deliver the combined group’s suite of growth projects

• Creates a company with two low cost operating mines generating strong cash flows, two high quality growth projects and a highly prospective exploration portfolio and capability

Independence Group NL (“Independence”) [ASX: IGO] and Jabiru Metals Limited (“Jabiru”) [ASX: JML] are pleased to announce that they have signed a Bid Implementation Agreement (“BIA”) for an off-market takeover offer by Independence for all of the issued and outstanding shares in Jabiru (“Offer”).

The Offer is unanimously recommended by the Jabiru Board in the absence of a Superior Proposal that is not matched by Independence. Further, Jabiru Directors have agreed to accept the Offer with respect to all shares owned or controlled by them in the absence of a Superior Proposal that is not matched by Independence.

On 9 February 2011, Independence acquired a 10.48% interest in Jabiru for A$0.829 cash per share from Jabiru’s major shareholder Metals X Limited (“Metals X”), who has also agreed to support the transaction and has entered into a pre-bid acceptance agreement in relation to the remainder of its holding in Jabiru (an additional 9.48%). As a consequence of these transactions Independence has a relevant interest in Jabiru of 19.97%.

Offer Details

Under the Offer, Jabiru shareholders will receive 1 Independence share for every 8 Jabiru shares held. The Offer implies a market capitalisation for Jabiru of approximately A$532 million and will create a combined group with a pro forma market capitalisation of approximately A$1.5 billion.[(1)]

Based on the closing share price of Independence shares on 9 February 2011, the implied offer price of A$0.961 per Jabiru share represents a premium of[(2)] :

• 44.5% premium to the closing price of Jabiru shares on 9 February 2011; and

• 50.2% premium to the 1 month volume weighted average price (“VWAP”) of Jabiru shares to 9 February 2011.

Independence also intends to enter into private treaty arrangements with Jabiru option holders to acquire or cancel their options in exchange for Independence shares (“Option Offer”).

Transaction Highlights

The Boards of both Independence and Jabiru consider that the combination of the two companies will provide significant strategic and financial benefits to the shareholders of both Independence and Jabiru.

Mr Christopher Bonwick, Managing Director of Independence commented:

“The acquisition of Jabiru represents a key step in achieving Independence’s goal of growing a great multi-commodity Australian mining company and provides an opportunity to bring together a unique and high growth portfolio of production, development and exploration assets.”

Mr Gary Comb, Managing Director of Jabiru stated:

“ The Board of Jabiru considers the transaction to be a compelling opportunity for Jabiru shareholders to capture a premium for their shareholding in Jabiru whilst maintaining an ongoing exposure to an exciting suite of assets held by the combined group. The Board of Jabiru has full confidence in Chris Bonwick and the Independence team to drive the projects forward and create significant value for all shareholders.”

• There are a number of compelling benefits for both Jabiru and Independence shareholders, including:

• Creation of a major Australian metals company – creates a high growth mid-cap mining house with a unique balance of production, development and exploration assets, including two low-cost producing assets, two long-life development assets, a prospective exploration portfolio and a geological database providing future project generation. Importantly, the combined group will be strong across the key disciplines of operations, project development and exploration.

• Cash flow across multiple assets and commodities – the combined group’s portfolio of production and development assets provides exposure to a range of metals including nickel, copper, zinc, gold and silver.

• Complementary businesses – highly complementary management and technical capabilities, with proven successful track records of exploration, project management and operations. In particular, Independence’s unique exploration technology is complemented by Independence’s and Jabiru’s highly prospective exploration portfolios.

• Strong balance sheet – the combined group will have significant balance sheet strength with pro forma net cash position of approximately A$271 million[(3)] . The combination of a strong balance sheet and strong operating cash flows enhances the financing options for the combined group’s development assets. In addition, it will facilitate the acceleration of exploration activities.

• Increased market capitalisation and liquidity – the combined group will have a pro forma market capitalisation of approximately A$1.5 billion, with the potential for inclusion in the ASX100 index over time. This enhanced scale is likely to provide greater liquidity for investors and provide the combined group with greater funding flexibility to pursue a wider range of growth initiatives.

• Establishes a platform to become a leading mid-cap Australian metals company – delivers on Independence’s strategy of growing a great multi-commodity Australian mining company and establishes a strong base to deliver growth projects and pursue further value-enhancing opportunities with the objective of becoming the leading Australia mid-cap metals company.

Should Independence acquire 80% or more of Jabiru’s shares, Jabiru shareholders should benefit from CGT rollover relief in relation to the receipt of Independence shares under the Offer.

- Exclusivity Arrangements and Pre Bid Acceptance Agreement

Pursuant to the BIA, Independence and Jabiru have agreed customary exclusivity arrangements, including “no shop” and “no talk” clauses. The BIA also confers a matching right to Independence, such that Jabiru must provide immediate notification of a competing proposal to Independence, and allow Independence a period of time to counter-offer. A break fee of A$5 million may also be payable to Independence in certain circumstances. See Annexure A for further details of the BIA.

Independence has acquired a 10.48% interest in Jabiru for A$0.829 cash per share from Jabiru’s major shareholder Metals X, who has also agreed to support the transaction and has entered into a pre-bid acceptance agreement in relation to the remainder of its holding in Jabiru (an additional 9.48%). Under the agreement, Metals X has agreed to accept the Offer in respect of all of their shares, within 5 days of the Offer opening.

Offer Conditions

The Offer is subject to customary conditions, including a 90% minimum acceptance condition, no Material Adverse Change in relation to Jabiru and no prescribed occurrences happening in relation to Jabiru.

See Annexure B for further details in relation to the Offer conditions.

Timetable

The indicative timetable in relation to the Offer is set out below:

• Wednesday 23 February 2011 – Lodgement of Independence’s Bidder’s Statement and Jabiru’s Target’s Statement with ASIC and ASX, and service on Jabiru and Independence respectively

• Monday 28 February 2011 – Despatch of Bidder’s and Targe

• t’s Statements

• Monday 28 February 2011 – Independence Offer opens

• Monday 28 March 2011 – Independence Offer closes (unless extended)

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

Independence will host an analyst and investor call at 11am Sydney time (8am Perth time) on Thursday 10 February 2011. Dial-in details for the call are as follows:

• Australia (Toll Free): 1800 554 798

• International: +61 2 8113 1400

• Confirmation code: 9280588

For further information please contact:

Mr Christopher Bonwick Mr Gary Comb Managing Director, Independence Group NL Managing Director, Jabiru Metals Ltd +61 8 9479 1777 +61 8 9426 8305

(1) Based on 138.8m Independence shares on issue as per Appendix 3B dated 19 November 2010, plus the issue of an additional 61.9m Independence shares under the Offer for those Shares in Jabiru not acquired by Independence from Metals X on 9 February 2011. Based on Independence’s closing share price on 9 February 2011.

(2) All VWAP’s calculated as at 4:15 PM AEDST on 9 February 2011 and excludes all trades on 9 February 2011 after this time (the trade associated with Independence’s acquisition of Metal X’s 10.48% holding in Jabiru also excluded).

(3) Based on Independence’s and Jabiru’s reported net cash positions as at 31 December 2010, less cash paid by Independence to Metals X as consideration for the 10.48% interest in Jabiru acquired from Metals X on 9 February 2011.

Annexure A – Summary of Key Bid Implementation Agreement Terms

Exclusivity obligations

From the signing of the Bid Implementation Agreement (“BIA”) until the earliest of the end of the Offer Period, the date that is 12 months after the date of the BIA or termination of the BIA (the “Exclusivity Period”), Jabiru is subject to certain exclusivity obligations:

• No talk : no negotiations or discussions with any person regarding a Competing Proposal and no provision of any information which may lead to the receipt of a Competing Proposal. The no talk obligation is subject to an exception relating to Competing Proposals which may constitute a superior proposal;

• No shop : no acts which have the objective of receiving a Competing Proposal;

• Notification : An obligation to immediately notify Independence if Jabiru receives a Competing Proposal or a request for any information that may be in connection with a Competing Proposal and to notify Independence of the identity of the party making the Competing Proposal or request. Jabiru must also provide any material information to Independence that is provided for the purposes of a Competing Proposal; and

• Matching right : If Jabiru receives an unsolicited superior proposal from a competing bidder, Jabiru must not enter into any legally binding agreements with the competing bidder and the Jabiru board must not withdraw its recommendation, unless Jabiru has provided Independence with the identity of the other person and the material terms of the superior proposal. Jabiru must also allow Independence 3 business days to amend its bid terms and provide a counterproposal. If the counterproposal would provide a superior outcome then Jabiru and Independence must use their best endeavours to reach an agreement to implement Independence’s counterproposal.

Jabiru’s exclusivity obligations apply in relation to a ‘Competing Proposal’, being a proposal where a third person (and their associates):

• acquires 20% or more of Jabiru’s shares or of any of Jabiru’s related bodies corporate;

• directly or indirectly acquires control of Jabiru;

• acquires all or a substantial part of the business or assets of Jabiru or its related bodies corporate; or

• otherwise acquires or merges with Jabiru.

Break fee

Jabiru is obliged to pay a break fee to Independence of A$5 million, if:

• a Competing Proposal is announced or made before the end of the Offer Period and the competing bidder acquires an economic interest of 20% or more in Jabiru, acquires direct or indirect control of Jabiru, acquires all or a substantial part of the business of Jabiru or otherwise acquires or merges with Jabiru;

• Jabiru accepts or enters into an agreement in relation to a Competing Proposal;

• one of Jabiru’s Directors fails to recommend Independence’s Offer to shareholders, revokes such a recommendation or recommends a Competing Proposal;

• Jabiru breaches specified clauses of the BIA including the obligations to promote the takeover bid and not to trigger bid conditions and the exclusivity provisions; or

• a representation or warranty given by Jabiru becomes untrue in a material respect.

No break fee is payable if Jabiru has already terminated the BIA due to a prescribed occurrence in respect of Independence (see below).

Termination

Either Jabiru or Independence may terminate the BIA by written notice:

• where there is a material breach of the BIA to the extent that the breach is not remedied within 10 business days of the breach;

• a representation or warranty given by one of the parties becomes untrue in a material respect;

• a court or Government Agency prohibits Independence’s Offer; or

• Independence withdraws its Offer or their Offer lapses for any reason, including not satisfying the bid conditions.

Independence may also terminate the BIA if Jabiru accepts or enters an agreement in relation to a Competing Proposal or the Jabiru board or one of its Directors changes its recommendation or recommends a Competing Proposal (in which cases the break fee becomes payable).

Jabiru may terminate the BIA if certain prescribed occurrences occur in relation to Independence, including insolvency events, the declaration or making of a distribution not in accordance with past practice or there is an event in relation to Independence’s nickel production asset that may cause a suspension from production for 30 days or more.

Annexure B – Conditions of the Offer

The completion of the Offer and any contract that results from an acceptance of the Offer, will be subject to the fulfilment of the conditions set out below:

(a) Minimum acceptance

At the end of the Offer Period, Independence has relevant interests in at least 90% of the Shares (on a fully diluted basis).

(b) No regulatory action

Between the Announcement Date and the end of the Offer Period (each inclusi

ve):

• (1) there is not in effect any preliminary or final decision, order or decree issued by any Public Authority;

• (2) no action or investigation is announced, commenced or threatened by any Public Authority; and

• (3) no application is made to any Public Authority (other than by Independence or any associate of Independence),

in consequence of or in connection with the Offer (other than an application to, or a decision or order of, ASIC or the Takeovers Panel in exercise of the powers and discretions conferred by the Corporations Act) which restrains, prohibits or impedes, or threatens to restrain, prohibit or impede, or materially impact upon, the making of the Offer and the completion of any transaction contemplated by the Bidder’s Statement (including, without limitation, full, lawful, timely and effectual implementation of the intentions to be set out in the Bidder’s Statement) or which requires the divestiture by Independence of any Shares or any material assets of Jabiru or any subsidiary of Jabiru.

(c) No material adverse change

• (1) Between the Announcement Date and the end of the Offer Period (each inclusive) none of the following occurs:

an event, change, condition, matter or thing occurs;

• information is disclosed or announced by Jabiru or any of its subsidiaries concerning any event, change, condition, matter or thing; or

• information concerning any event, change, condition, matter or thing becomes known to Independence (whether or not becoming public),

which will have, could reasonably be expected to have or which evidences that there has been a material adverse effect on the business, assets, liabilities, reputation, financial position and performance, material contracts (taken as a whole), profitability or prospects of Jabiru or any of its subsidiaries, since 30 June 2010, including, without limitation, a creditor’s demand made to Jabiru or any subsidiary for more than A$2,000,000 or acceleration or modification of the obligations of Jabiru or any subsidiary under any material agreement.

(2) For the purposes of paragraph (c)(1), Independence shall not be taken to know of information concerning any event, change, condition, matter or thing before the Announcement Date, unless Independence knows or ought reasonably to have known (having regard to the information actually known by Independence and the information disclosed by Jabiru in its public filings with the ASX and ASIC before the Announcement Date) of the extent or magnitude of the event, change, condition, matter or thing.

• (3) Paragraph (c)(1) does not apply in relation to particular information, if that information was previously disclosed by Jabiru to Independence before the date of the Bid Implementation Agreement (including as a result of a public filing with the ASX or ASIC) provided that the disclosure was fair (including, without limitation, in relation to the extent and magnitude of the event, change, condition,

matter or thing, as the case may be) and was not, and is not likely to be incorrect, untrue or misleading.

(d) No prescribed occurrences

Between the Announcement Date and the date 3 business days after the end of the Offer Period (each inclusive), none of the following prescribed occurrences (being the occurrences listed in section 652C of the Corporations Act) happen:

• (1) Jabiru converting all or any of the Shares into a larger or smaller number of shares under section 254H of the Corporations Act;

• (2) Jabiru or a subsidiary of Jabiru resolving to reduce its share capital in any way;

• (3) Jabiru or a subsidiary of Jabiru entering into a buyback agreement or resolving to approve the terms of a buyback agreement under section 257C(1) or 257D(1) of the Corporations Act;

• (4) Jabiru or a subsidiary of Jabiru making an issue of Shares (other than Shares issued as a result of the exercise of Options into Shares or vesting of Performance Rights) or granting an option over the Shares (including granting any performance rights) or agreeing to make such an issue or grant such an option;

• (5) Jabiru or a subsidiary of Jabiru issuing, or agreeing to issue, convertible notes;

• (6) Jabiru or a subsidiary of Jabiru disposing or agreeing to dispose, of the whole, or a substantial part, of its business or property;

• (7) Jabiru or a subsidiary of Jabiru charging, or agreeing to charge, the whole, or a substantial part, of its business or property;

• (8) Jabiru or a subsidiary of Jabiru resolving that it be wound up;

• (9) the appointment of a liquidator or provisional liquidator of Jabiru or of a subsidiary of Jabiru;

• (10) the making of an order by a court for the winding up of Jabiru or of a subsidiary of Jabiru;

• (11) an administrator of Jabiru or of a subsidiary of Jabiru being appointed under section 436A, 436B or 436C of the Corporations Act;

• (12) Jabiru or a subsidiary of Jabiru executing a deed of company arrangement;

• (13) the appointment of a receiver, receiver and manager, other controller (as defined in the Corporations Act) or similar official in relation to the whole, or a substantial part, of the property of Jabiru or of a subsidiary of Jabiru,

provided that it will not include any occu

rrence:

• (14) fairly disclosed to Independence before the date of the Bid Implementation Agreement (including as a result of disclosures made to ASX);

• (15) occurring as a result of any matter, event or circumstance required by this document, the Takeover Bid or the transactions contemplated by them; or

• (16) approved in writing by Independence.

(e) Representations and warranties

The representations and warranties provided by Jabiru to Independence under the bid implementation agreement in relation to the Offer are true and correct in all material respects, at all times between the Announcement Date and the end of the Offer Period (each inclusive).

(f) No distributions

Between the Announcement Date and the end of the Offer Period (each inclusive), Jabiru does not announce, make, declare or pay any distribution (whether by way of dividend, capital reduction or otherwise and whether in cash or in specie).

(g) Other regulatory approvals

Before the end of the Offer Period, all approvals or consents that are required by law, or by any public authority, as are necessary to permit:

• (1) the Offer to be lawfully made to and accepted by Jabiru shareholders; and

• (2) the transactions contemplated by the Bidder’s Statement to be completed (including, without limitation, full, lawful and effectual implementation of the intentions to be set out in the Bidder’s Statement),

are granted, given, made or obtained on an unconditional basis, remain in full force and effect in all respects, and do not become subject to any notice, intimation or indication of intention to revoke, suspend, restrict, modify or not renew the same.

(h) No persons entitled to exercise or exercising rights under certain agreemen instruments

ts or

Between the Announcement Date and the end of the Offer Period (each inclusive), there is no person entitled to exercise, exercising or purporting to exercise, stating an intention to exercise (whether or not that intention is stated to be a final or determined decision of that person), or asserting a right to exercise, any rights under any provision of any agreement or other instrument to which Jabiru or any Jabiru subsidiary is a party, or by or to which Jabiru or any Jabiru subsidiary or any of its assets or businesses may be bound or be subject, which results, or could result, to an extent to which is material in the context of Jabiru and its subsidiaries taken as a whole, in:

• (1) any moneys borrowed by Jabiru or any Jabiru subsidiary being or becoming repayable or being capable of being declared repayable immediately or earlier than the repayment date stated in such agreement or other instrument; or

• (2) any such agreement or other such instrument being terminated or modified or any action being taken or arising thereunder;

• (3) the interest of Jabiru or any Jabiru subsidiary in any firm, joint venture, trust corporation or other entity (or any arrangements relating to such interest) being terminated or modified;

• (4) the assets of Jabiru or any Jabiru subsidiary being sold transferred or offered for sale or transfer, including under any pre-emptive rights or similar provisions; or

• (5) the business of Jabiru or any Jabiru subsidiary with any other person being adversely affected.

(i) Acquisitions and disposals

• Between the Announcement Date and the end of the Offer Period (each inclusive), neither Jabiru nor any of its subsidiaries, acquires or disposes of, or enters into or announces any agreement for the acquisition or disposal of, any asset or business, or enters into any corporate transaction, which would or would be likely to involve a material change in:

• (1) the manner in which Jabiru conducts its business;

• (2) the nature (including balance sheet classification), extent or value of the assets of Jabiru; or

• (3) the nature (including balance sheet classification), extent or value of the liabilities of Jabiru,

including, without limitation, any transaction which would or (subject to one or more conditions) may involve:

• (4) Jabiru or any subsidiary of Jabiru entering any joint venture agreement or like arrangement in respect of tenements held by Jabiru or any subsidiary of Jabiru, or any offtake agreement or like agreement in respect of product from such tenements;

• (5) Jabiru or any subsidiary of Jabiru acquiring, or agreeing to acquire, one or more companies, businesses or assets for an amount in aggregate greater than A$2 million; or

• (6) Jabiru or any subsidiary of Jabiru disposing, or agreeing to dispose of, one or more companies, businesses or assets (or any interest therein) for an amount in aggregate greater than A$2 million.

(j) Capital expenditures

Between the Announcement Date and the end of the Offer Period (each inclusive), Jabiru does not incur or commit to incur an amount of capital expenditure in excess of A$2 million other than:

• (1) capital expenditure that has been announced by Jabiru before the Announcement Date as intended to be incurred or committed; or

• (2) capital expenditure in the day to day operating activities of the business of Jabiru and its subsidiaries conducted in the same manner as before the Announcement Date.

(k) No break fees

Between the Announcement Date and the end of the Offer Period, Jabiru does not agree (whether conditionally or unconditionally) to make any payment by way of break fee, inducement fee, cost reimbursement or otherwise, to any person other than Independence or an associate, or forgo any amount to which it would otherwise be entitled, in connection with a proposal by that person for:

• (1) a takeover bid for, or scheme of arrangement proposed by Jabiru, under the Corporations Act;

• (2) the acquisition by that person or an associate of substantially all the assets and operations of Jabiru; or

• (3) any transaction having a similar economic effect.

This section does not apply to a payment by way of remuneration for professional services or to directors of Jabiru for the discharge of their duties in connection with the Offer.

(l) Minimum bid price rule

Independence is able to proceed with the Offer on the basis of the consideration of 1 Independence share for every 8 Jabiru shares (and not a higher number of Independence shares) without breaching section 621(3) of the Corporations Act (as amended by ASIC or any other regulator through specific relief or otherwise).

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Attachment 2

ASX announcements by Independence since 30 June 2010

Date	Description
22-Feb-11	HalfyearlyReport and Interim Dividend
15-Feb-11	Change in substantial holding
9-Feb-11	Becominga substantial holder for JML
9-Feb-11	IGO: IGO Takeover of JML – Investor Presentation
9-Feb-11	Independence Announces Recommended Takeover of Jabiru
8-Feb-11	Investor Presentation
8-Feb-11	Tropicana – New Gold DrillingResults
2-Feb-11	Corporate Governance Policies
31-Jan-11	QuarterlyReport – December 2010
18-Jan-11	Half Year Result Guidance
10-Jan-11	LongNickel Mine – New Registered Manager
5-Jan-11	Becominga substantial holder
29-Dec-10	Change in substantial holding
23-Dec-10	Change in substantial holding
23-Dec-10	Ceasingto be a substantial holder
17-Dec-10	New Gold Results from Tropicana
14-Dec-10	Share TradingPolicyUpdated
8-Dec-10	Becominga substantial holder
7-Dec-10	Top20 Shareholders
7-Dec-10	Ceasingto be a substantial holder
6-Dec-10	Appendix 3Y – Change in Directors` Interests
6-Dec-10	Retail Entitlement Offer – Successful Completion
3-Dec-10	Change in substantial holding
1-Dec-10	Retail Entitlement Offer – Shortfall Notice
25-Nov-10	Becominga substantial holder
24-Nov-10	Ceasingto be a substantial holder
24-Nov-10	AGM Minutes
24-Nov-10	Change in substantial holding
23-Nov-10	AGM Presentation
23-Nov-10	AGM Chairman’s Address
22-Nov-10	Section 708A(5)(e)CleansingNotice
19-Nov-10	Appendix 3B – Rights Issue
18-Nov-10	CompanyInsight
18-Nov-10	Becominga substantial holder
11-Nov-10	Tropicana Project Go Ahead
11-Nov-10	Retail Shareholders Offer Booklet
8-Nov-10	ASX Circular: Accelerated Non-renounceable Pro Rata Offer
8-Nov-10	Completion of Institutional EquityRaising
5-Nov-10	Letter to Ineligible Retail Shareholders
4-Nov-10	EquityCapital RaisingInvestor Presentation
4-Nov-10	Letter to Ineligible Institutional Shareholders
4-Nov-10	Appendix 3B – Rights Issue
4-Nov-10	Letter to Optionholders
4-Nov-10	TradingHalt

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Date	Description
4-Nov-10 Section 708AA CleansingNotice
4-Nov-10 EquityCapital Raising
2-Nov-10 Tropicana – Havana Deeps Hole Drilled
28-Oct-10 September 2010 QuarterlyReport
19-Oct-10 Annual Report 2010
13-Oct-10 Investor Presentation
12-Oct-10 Notice of Annual General Meeting
8-Oct-10 Appendix 3Y – Change in Directors Interests
8-Oct-10 Appendix 3B Unlisted Options Exercised
5-Oct-10 LongNickel Mine – Resources and Reserves
1-Oct-10 Tropicana – New Gold DrillingResults
30-Sep-10 Form 604 – Change of Substantial Holder Interest
29-Sep-10 Appendix 3Y – Change in Directors Interests
23-Sep-10 2010 Directors Report and Financial Report
30-Aug-10 Full Year Results Summary
27-Aug-10 PreliminaryFinal Report and Dividend Announcement
6-Aug-10 Appendix 3Y – Change Directors Interest
30-Jul-10 Diggers and Dealers Presentation
29-Jul-10 QuarterlyReport June 2010
22-Jul-10 Tropicana JV – Havana Deeps and Boston Shaker Gold
21-Jul-10 LongMine 2011 Production Guidance
21-Jul-10 2010 Full Year Profit Guidance
15-Jul-10 Moran Mineralisation Extended
8-Jul-10 Chris Bonwick Receives Joe Harms Medal
6-Jul-10 Appendix 3Y – Change Directors Interest

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Corporate Directory

Oscar Aamodt Christopher Bonwick Kelly Ross John Christie Peter Bilbe Rod Marston

Kelly Ross

Suite 1 187 Great Eastern Highway Belmont Western Australia

PO Box 496 South Perth Western Australia 6951

www.igo.com.au

Credit Suisse (Australia) Limited Gateway Building Level 31 1 Macquarie Place SYDNEY NSW 2000

BDO Kendalls Chartered Accountants & Advisers 128 Hay Street Subiaco Western Australia 6008

Freehills QV.1 Building 250 St Georges Terrace Perth Western Australia 6000

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross Western Australia 6153