IGO LIMITED — Major Shareholding Notification 2011

Feb 8, 2011

9 February 2011

The Manager Company Announcements Office ASX Limited

By fax to 1300 135 638

And copy to: Jabiru Metals Limited By fax to +61 8 9426 8399

Dear Sir / Madam

Jabiru Metals Limited Notice of initial substantial holder

We attach a Form 603 - Notice of initial substantial holder in relation to Jabiru Metals Limited (ASX: JML) dated 9 February 2011.

Yours faithfully

'Z

Kelly Ross Executive Director Independence Group NL

603 page 1/2 15 July 2001

Form 603 Corporations Act 2001
Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Jabiru Metals Limited
ACN/ARSN	060 620 751
1. Details of substantial holder (1)
Name	Independence Group NL ACN 092 786 304 (Independence) and its related bodies corporate (listed in Annexure A)
ACN/ARSN (if applicable)	N/A
The holder became a substantial holder on	09/02/2011

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Fully paid ordinary shares	110.468.574	110.468.574	19.97%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Independence	Relevant interest under section 608(1) of the Corporations Act following a purchase from Metals X Limited through la special crossing transaction	58,000,000 ordinary shares
Independence	Relevant interest under section 608(8) of the Corporations Act pursuant to a pre- bid acceptance deed with Metals X Limited, a copy of which is attached as lAnnexure B	52,468,574 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest		Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
	lindependence	Independence	lindependence	58 000 000
	Independence	Metals X Limited	Independence upon transfer of the shares in accordance with the pre-bid acceptance deed with Metals X Limited, a copy of which is attached as Annexure B	52 468 574

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
Independence	09/02/2011	\$0.82913 per Jabiru share		58,000,000
lindependence	109/02/2011		As set out in the pre-bid acceptance deed with Metals X Limited, a copy of which is lattached as Annexure B

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
The companies listed in Annexure A	Each company listed in Annexure A is an associate of Independence pursuant to section 12 of the Corporations Act as it is controlled by Independence

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Independence and each company listed in Annexure A	Suite 1, 183 Great Eastern Highway, Belmont, Western Australia

Signature

	print name Kelly Ross	capacity	Director
sign here	$\rightarrow$	date	09/02/2011

DIRECTIONS

If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trustee of an equity trust), the names could be included in an ann $(1)$ is clearly set out in paragraph 7 of the form.

• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a $(5)$ relevant interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• Include details of: $(7)$
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the $(b)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• if the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown." $(8)$
• Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or
  may, become entitled to receive in relation to that acquisition. Details $(9)$ contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$

Annexure A

This is Annexure A of 1 page referred to in Form 603 - Notice of initial substantial holder signed by me and dated 9 February 2011

$\boldsymbol{\varphi}$ 2

Kelly Ross Director Independence Group NL (ACN 092 786 304)

Related bodies corporate of Independence Group NL (ACN 092 786 304)

Lightning Nickel Pty Ltd (ACN 098 270 789) Eighting Albert 1, 40
Karlawinda Pty Ltd (ACN 146 899 863)
Newsearch Pty Ltd (ACN 142 195 701)

Annexure B

This is Annexure B of 8 pages referred to in Form 603 - Notice of initial substantial holder signed by me and dated 9 February 2011

-2 2

Kelly Ross
Director Independence Group NL (ACN 092 786 304)

÷

9 February 2011

The Directors Independence Group NL Suite 1 183 Great Eastern Highway Belmont WA 6104

Dear Sirs

Pre-bid acceptance deed

In consideration of \$10 (which has been received), we agree with Independence Group NL ACN 092 786 304 (Independence) to accept (or procure the acceptance of) a takeover offer by Independence in relation to Jabiru Metals Limited ACN 060 620 751 (Jabiru) for 52,468,574 fully paid ordinary shares in Jabiru held by us or a nominee or custodian appointed by us as at the date of this deed (referred to as Our Jabiru Shares), on the terms set out in this deed.

Conditions $\overline{\mathbf{1}}$

Our obligations under clause 2 are conditional upon:

• Independence releasing a public announcement to ASX Limited (ASX) on or before 5.00pm $(a)$ (Sydney time) within 2 business days after entry into this deed stating that it intends to proceed with a takeover bid for all of the fully paid ordinary shares in Jabiru by way of a scrip offer of one fully paid ordinary share in Independence for every eight fully paid ordinary shares in Jabiru and on terms that are otherwise no less favourable than those specified in the Attachment (the Offer); and
• Independence making, within 2 months of the date of this letter, offers under a takeover bid $(b)$ for all the ordinary shares in Jabiru.

Timing of acceptance $\overline{2}$

• Subject to clause 1, we will accept Independence's offer for all of Our Jabiru Shares within 5 $(a)$ days of the Offer opening.
• We agree to deliver a duly completed acceptance form for all of Our Jabiru Shares to $(b)$ Independence within the period specified in paragraph 2(a) and to do anything else required to accept the Offer

Sales of Our Jabiru Shares by Independence $\mathbf{3}$

• If: $(a)$
• Independence acquires Our Jabiru Shares pursuant to the acceptance of the Offer $(1)$ in accordance with this deed; and
• within 6 months after the date of completion of that acquisition (being the date on $(2)$ which Our Jabiru Shares are transferred to Independence in exchange for Independence Shares) Independence acquires Our Jabiru Shares, Independence sells or otherwise disposes of some or all of Our Jabiru Shares (On-Sale Shares),

then Independence must pay us 100% of the Net On-sale Amount as calculated in accordance with paragraph 3(b) below.

Net On-sale Amount means the amount determined in accordance with the following $(b)$ formula:

Net On-sale Amount = $A - B - C$

where

Level 3 Hyatt Centre, 123 Adelaide Terrace, East Perth WA 6004 . GPO Box 2606 Perth WA 6001 Telephone: +61 8 9220 5700 • Facsimile: +61 8 9220 5757 • Email: reception@metalsx.com.au • Web: www.metalsx.com.au A is the value of the consideration received by Independence on the disposal of the On-Sale Shares. Where the consideration received by Independence is securities that are quoted on an approved financial market (as defined in ASIC Class order 00/2338), those securities will be valued by calculating the volume weighted average price of those securities sold on the approved financial market (excluding special crossings, option exercises and overnight trades) on the two trading days before payment is received by Independence:

B is the value of the consideration paid by Independence for the On-Sale Shares calculated by reference by the volume weighted average price of Independence shares on the Australian Securities Exchange (ASX) (excluding special crossings, option exercises and overnight trades) on the two trading days before the announcement of the Offer; and

C is any tax paid or payable (or which independence reasonably estimates will become payable) by Independence with respect to the disposal of the On-Sale Shares, or with respect to any profit or gain by Independence on that disposal (at the applicable corporate tax rate of 30%).

Other conduct $\boldsymbol{A}$

For so long as this deed remains in force:

• we will not dispose of, agree to or offer to dispose of or encumber any of Our Jabiru Shares $(a)$ (or any interest in them), except pursuant to an acceptance of Independence's takeover bid;
• we will not enter into any discussions or negotiations relating to any possible disposal of Our $(b)$ Jabiru Shares;
• we will not make, propose or announce a takeover bid for Jabiru or propose or announce any $(c)$ other merger or scheme of arrangement involving Jabiru, nor will we assist any other person to do so;
• we will not acquire any securities in Jabiru (or any relevant interest in any such securities); $(d)$ and
• we will not exercise any withdrawal rights (any will procure any person holding Our Jabiru $(e)$ Shares on our behalf not to withdraw their acceptance) available under Independence's bid in respect of Our Jabiru Shares, even if we may be permitted to do so by law.

Confidentiality 5

We agree to keep this deed confidential except for any obligations we have under the ASX Listing Rules.

Warranty 6

We represent and warrant that we are the beneficial owner of Our Jabiru Shares free of encumbrances, with full power and authority to enter into and complete this deed without the consent of any other person.

$\overline{7}$ General

• This deed continues for a period of 5 months from the date of signing and will automatically $(a)$ terminate if the conditions in clause 1 are not satisfied by the times set out in those conditions. Clause 3 survives termination of this deed.
• Any date, time or period referred to in this letter shall be of the essence except to the extent $(b)$ to which we and Independence agree to vary any date, time or period, in which event the varied date, time or period shall be of the essence.
• Any term defined in the Corporations Act 2001 (Cth) has the same meaning in this deed. $(c)$
• If any provision of this deed is void, illegal or unenforceable, it may be severed without $(d)$ affecting the enforceability of the other provisions in this deed.
• This document may be signed in any number of counterparts. All counterparts taken together $(e)$ constitute one document.
• This document is executed as a deed. This deed is governed by the laws of Western $(1)$ Australia.

Please indicate your acceptance of these terms by executing the enclosed copy of this letter where indicated below and returning it to us.

Yours faithfully

Signed, sealed and delivered by Metals X Limited in accordance with section 127 of the Corporations Act 2001 (Cth)

Director / Seerete

RETER COOK

Name

Director/Secretary
WARREN HALLAM

Name

Agreed on 9 February 2011

Signed, sealed and delivered by independence Group NL in accordance with section 127 of the Corporations Act 2001 (Cth)

Director / Secretary

Christopher M. Bonwick

Name

Director /-Secretary

Kelly A. Ross

Name

Attachment

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:

Minimum acceptance $(a)$

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

No regulatory action $(b)$

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

• there is not in effect any preliminary or final decision, order or decree issued by $(1)$ any Public Authority,
• no action or investigation is announced, commenced or threatened by any $(2)$ Public Authority; and
• no application is made to any Public Authority (other than by Independence or $(3)$ 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.

No material adverse change $(c)$

• Between the Announcement Date and the end of the Offer Period (each $(1)$ 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 \$1,000,000 or acceleration or modification of the obligations of Jabiru or any subsidiary under any material agreement.

For the purposes of paragraph (c)(1), Independence shall not be taken to know $(2)$ 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.

1.7601335.9

Paragraph (c)(1) does not apply in relation to particular information, if that $(3)$ 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.

No prescribed occurrences $(d)$

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:

• Jabiru converting all or any of the Shares into a larger or smaller number of $(1)$ shares under section 254H of the Corporations Act;
• Jabiru or a subsidiary of Jabiru resolving to reduce its share capital in any way; $(2)$
• Jabiru or a subsidiary of Jabiru entering into a buyback agreement or resolving $(3)$ to approve the terms of a buyback agreement under section 257C(1) or 257D(1) of the Corporations Act;
• Jabiru or a subsidiary of Jabiru making an issue of Shares (other than Shares $(4)$ issued as a result of the exercise of Options into Shares or Performance Rights) or granting an option over the Shares (including granting a Performance Right) or agreeing to make such an issue or grant such an option;
• Jabiru or a subsidiary of Jabiru issuing, or agreeing to issue, convertible notes; $(5)$
• Jabiru or a subsidiary of Jabiru disposing or agreeing to dispose, of the whole, $(6)$ or a substantial part, of its business or property;
• Jabiru or a subsidiary of Jabiru charging, or agreeing to charge, the whole, or a $(7)$ substantial part, of its business or property;
• Jabiru or a subsidiary of Jabiru resolving that it be wound up; $(8)$
• the appointment of a liquidator or provisional liquidator of Jabiru or of a $(9)$ subsidiary of Jabiru;
• the making of an order by a court for the winding up of Jabiru or of a subsidiary $(10)$ of Jabiru;
• an administrator of Jabiru or of a subsidiary of Jabiru being appointed under $(11)$ section 436A, 436B or 436C of the Corporations Act;
• Jabiru or a subsidiary of Jabiru executing a deed of company arrangement; $(12)$
• the appointment of a receiver, receiver and manager, other controller (as $(13)$ 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:

• fairly disclosed to independence before the date of the Bid Implementation $(14)$ Agreement (including as a result of disclosures made to ASX);
• occurring as a result of any matter, event or circumstance required by this $(15)$ document, the Takeover Bid or the transactions contemplated by them; or
• approved in writing by Independence. $(16)$

Representations and warranties $(e)$

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).

No distributions $(f)$

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).

Other regulatory approvals $\langle \Omega \rangle$

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:

• the Offer to be lawfully made to and accepted by Jabiru shareholders; and $(1)$
• the transactions contemplated by this Bidder's Statement to be completed $(2)$ (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.

No persons entitled to exercise or exercising rights under certain agreements or $(h)$ 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:

• any moneys borrowed by Jabiru or any Jabiru subsidiary being or becoming repayable or being capable of being declared repayable immediately or earlier $(1)$ than the repayment date stated in such agreement or other instrument; or
• any such agreement or other such instrument being terminated or modified or $(2)$ any action being taken or arising thereunder;
• the interest of Jabiru or any Jabiru subsidiary in any firm, joint venture, trust $(3)$ corporation or other entity (or any arrangements relating to such interest) being terminated or modified:
• the assets of Jabiru or any Jabiru subsidiary being sold transferred or offered $(4)$ for sale or transfer, including under any pre-emptive rights or similar provisions; $\alpha$
• the business of Jabiru or any Jabiru subsidiary with any other person being $(5)$ adversely affected.

Acquisitions and disposals $(i)$

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:

• the manner in which Jabiru conducts its business; $(1)$
• the nature (including balance sheet classification), extent or value of the assets $(2)$ of Jabiru: or
• the nature (including balance sheet classification), extent or value of the $(3)$ liabilities of Jabiru,

17601335.9

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

• Jabiru or any subsidiary of Jabiru entering any joint venture agreement or like $(4)$ 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:
• Jabiru or any subsidiary of Jabiru acquiring, or agreeing to acquire, one or more $(5)$ companies, businesses or assets for an amount in aggregate greater than \$2 million: or
• Jabiru or any subsidiary of Jabiru disposing, or agreeing to dispose of, one or $(6)$ more companies, businesses or assets (or any interest therein) for an amount in aggregate greater than \$2 million.

Capital expenditures $(i)$

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:

• capital expenditure that has been announced by Jabiru before the $(1)$ Announcement Date as intended to be incurred or committed; or
• capital expenditure in the day to day operating activities of the business of $(2)$ Jabiru and its subsidiaries conducted in the same manner as before the Announcement Date.

No break fees $(k)$

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:

• a takeover bid for, or scheme of arrangement proposed by Jabiru, under the $(1)$ Corporations Act:
• the acquisition by that person or an associate of substantially all the assets and $(2)$ operations of Jabiru; or
• any transaction having a similar economic effect. $(3)$

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.

Share price decline $($ |)

Between the Announcement Date and the date of the Offer (each inclusive), the volume weighted average price of Independence shares on any trading day does not fall below \$6.65 at any time.

17601335.9