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IGO LIMITED Merger & Acquisition 2011

Feb 27, 2011

65111_rns_2011-02-27_8a0c5498-489b-434a-a26b-272b72b748ba.pdf

Merger & Acquisition

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This is an important document that requires your immediate attention.

If you are in any doubt as to how to deal with this document, you should consult your financial or other professional adviser.

TARGET'S STATEMENT

Jabiru Metals Limited

ABN 51 060 620 751

In response to the offer by Independence Group NL ABN 46 092 786 304 to acquire all of your shares in Jabiru on the basis of 1 Independence Share for every 8 of your Jabiru Shares

The Directors of Jabiru unanimously recommend that you ACCEPT Independence's Offer to acquire all your Jabiru Shares, in the absence of a Superior Proposal that is not matched by Independence

Corporate adviser Legal adviser

contents

CHAIRMAN'S LETTER 5
PART A – REASONS WHY YOU SHOULD ACCEPT INDEPENDENCE'S OFFER 7
PART B – KEY QUESTIONS 17
PART C – ADDITIONAL INFORMATION 23
ANNEXURE A – SUMMARY OF KEY BID IMPLEMENTATION AGREEMENT TERMS 52
ANNEXURE B – BID CONDITIONS 54
ANNEXURE C – ASX ANNOUNCEMENTS SINCE 30 JUNE 2010 59
CORPORATE DIRECTORY 61

IMPORTANT INFORMATION

Target's Statement

This Target's Statement is dated 28 February 2011 and is given by Jabiru Metals Limited ABN 51 060 620 751 (Jabiru) to Independence Group NL ABN 46 092 786 304 (Independence) under Part 6.5 of the Corporations Act. It is given in response to the bidder's statement dated 23 February 2011 received by Jabiru from Independence (Bidder's Statement) and relates to the offer made by Independence to acquire your shares in Jabiru (Independence's Offer).

A copy of this Target's Statement was lodged with ASIC on28 February 2011. ASIC takes no responsibility for the contents of this Target's Statement.

Certain defined terms are used in this Target's Statement. These terms are defined in section 17.

Although this Target's Statement references sections of the Bidder's Statement, Jabiru and the Directors do not take any responsibility for the contents of the Bidder's Statement, and have not verified and are not endorsing any of the statements contained in it.

Investment decisions

This document does not take into account the investment objectives, financial situation or particular needs of any person. Before making any investment decision on the basis of this document, you should consider whether that decision is appropriate in the light of those factors, and seek independent financial and taxation advice if necessary.

Forward looking statements

This document contains forward looking statements. Forward looking statements are not based on historical facts, but are based on Jabiru's current expectations of future results or events. These forward looking statements are subject to risks, uncertainties and assumptions, which could cause actual results or events to differ materially from the expectations described in such forward looking statements. While Jabiru believes that the expectations reflected in the forward looking statements in this document are reasonable, no assurance can be given that such expectations will prove to be correct. Matters as yet not known to Jabiru, or not currently considered material by Jabiru, may cause actual results or events to be materially different from those expressed, implied or projected in any forward looking statements. Any forward looking statement contained in this document is qualified by this cautionary statement.

Notice to foreign shareholders

The distribution of this document may, in some jurisdictions, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves, and observe, those restrictions.

Information line

If you have any queries in relation to Independence's Offer or this Target's Statement, please contact the Jabiru Shareholder information line on 1800 614 482 (toll free within Australia) or +61 2 8256 3389 (outside Australia).

28 February 2011

Dear Jabiru Shareholder,

On 9 February 2011, Independence Group NL (Independence) and Jabiru Metals Limited (Jabiru) announced that they had signed a Bid Implementation Agreement relating to a proposed off-market takeover offer by Independence for all of the fully paid shares in Jabiru (Jabiru Shares). The formal offer was made in the Bidder's Statement prepared by Independence dated 23 February 2011 (Independence's Offer).

Independence is offering 1 Independence Share for every 8 Jabiru Shares held.

This Target's Statement sets out your Directors' formal response to Independence's Offer. A copy of the Bidder's Statement is also available from the website of Independence (igo.com.au) or the ASX website (asx.com.au).

The Directors of Jabiru unanimously recommend you ACCEPT Independence's Offer, in the absence of a Superior Proposal that is not matched by Independence, for the following key reasons:

  • Significant Premium. Based on the closing share price of Independence Shares of \$7.69 per share on 9 February 2011 (being the last trading day before the announcement of Independence's Offer), Independence's Offer represents an implied value for Jabiru Shares of \$0.961 per share, a 44.5% premium to the closing price of Jabiru Shares on that day, and a premium of 50.2% to the one month volume weighted average price of Jabiru Shares.
  • Creation of a Mid-Tier Mining House. Jabiru Shareholders will become part of a potentially high growth, mid-tier mining house with an attractive balance of production, development and exploration assets, including two low-cost producing assets, two high quality development assets and a highly prospective exploration portfolio.
  • Exposure to Nickel and Gold. Jabiru Shareholders will gain exposure to nickel sulphide production and a gold development asset with Proven and Probable Reserves of 3.4 million ounces of gold1 , which would complement Jabiru's existing exposure to copper, zinc and silver.
  • Better Placed to Enhance Value of Jabiru's Assets. The exploration skills and capacity of Independence, in addition to the free cashflow generated from its Long Nickel Mine, and anticipated to be generated from its interest in the Tropicana Gold Project (with first gold production currently expected in 2013), are expected to enable the acceleration of exploration activities on Jabiru's projects.
  • Increased Scale and Liquidity. The combined group will have a pro forma market capitalisation of approximately \$1.4 billion, with potential for inclusion in the S&P ASX 100 index in the future (provided other relevant criteria are met). This enhanced scale is likely to provide greater liquidity for investors and provide the combined group with the financial capacity and flexibility to pursue a wider range of growth initiatives.

1 Refer to Independence's ASX announcement dated 7 February 2011. According to section 2.2.2 of the Bidder's Statement, 1.04 million ounces of gold would be Independence's share.

  • Improved Access to Funding. The combination of a robust balance sheet and strong operating cash flows are expected to enhance the financing options for the combined group's development assets.
  • Continued Exposure to Jabiru Projects. By accepting Independence's Offer, Jabiru Shareholders will retain exposure to any future success of Jabiru's projects, and will also gain exposure to Independence's production, development and exploration assets.

A full discussion of the reasons for your Directors' recommendation (set out in Part A), as well as other matters that may be relevant to your decision whether to accept Independence's Offer is set out in this Target's Statement. I encourage you to read both the Target's Statement and Bidder's Statement in their entirety and, if required, obtain advice from your broker, financial adviser or other professional adviser.

Independence's Offer is scheduled to close at 5:00pm Perth time on 29 March 2011 (unless extended). To accept Independence's Offer, follow the instructions outlined in section 11.3 of the Bidder's Statement and printed on the acceptance form that accompanies the Bidder's Statement. The Directors will keep you informed of any further developments in relation to Independence's Offer.

Yours sincerely,

Barry Bolitho Chairman Jabiru Metals Limited

PART A – REASONS WHY YOU SHOULD ACCEPT INDEPENDENCE'S OFFER

1. INDEPENDENCE'S OFFER REPRESENTS A SIGNIFICANT PREMIUM TO RECENT MARKET PRICES FOR JABIRU SHARES

Independence's Offer values each Jabiru Share at \$0.961, based on the closing price of Independence Shares on ASX on 9 February 2011 (being the last trading day before the announcement of Independence's Offer).

Based on the closing price of Independence Shares on 9 February 2011, Independence's Offer represents a premium of:

  • 44.5% to Jabiru's closing share price immediately prior to announcement of Independence's Offer;
  • 50.2% to Jabiru's 1 month volume weighted average price (VWAP)*; and
  • 57.2% to Jabiru's 3 month VWAP*.

As outlined in the bar graph below, Independence's Offer price reflects an attractive premium over the recent market trading prices of Jabiru Shares prior to the announcement of Independence's Offer.

Source: ASX share price trading information sourced from IRESS

* Notes

(1) VWAP calculated for the stated number of trading days to 9 February 2011.

(2) VWAP calculated at 4:15pm AEST on 9 February 2011 and excludes all trades on 9 February 2011 after this time.

Independence's Offer also represents a significant premium to Jabiru's Share price over a longer historical period as outlined in the historical share price chart below.

Source: ASX share price trading information sourced from IRESS

Jabiru's Share price could decrease in the future

Since Independence's Offer, Jabiru Shares have traded at a level that reflects the terms of Independence's Offer, and at a VWAP for the period from the Announcement Date until the date before the day of this Target's Statement of \$0.84. If Independence's Offer was not to succeed, there is a significant risk that the Jabiru Share price would fall back from current levels.

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

2. INDEPENDENCE'S OFFER HAS THE UNANIMOUS SUPPORT OF THE JABIRU DIRECTORS

The Jabiru Directors have considered the advantages and disadvantages of Independence's Offer and unanimously recommend that, in the absence of a Superior Proposal that is not matched by Independence, Jabiru Shareholders ACCEPT Independence's Offer.

Each Director of Jabiru (who owns or controls Jabiru Shares) will ACCEPT Independence's Offer in relation to all Jabiru Shares (including Jabiru Shares issued as a result of the exercise of any Jabiru Options or the vesting of any Jabiru Performance Rights) owned or controlled by them (or their associates), in the absence of a Superior Proposal that is not matched by Independence.

The proposed combination of Jabiru and Independence was announced to the market on 9 February 2011. As at the day prior to the date of this Target's Statement, no Superior Proposal has emerged.

3. THE COMBINATION OF INDEPENDENCE AND JABIRU WILL CREATE A MID-TIER MINING HOUSE

The combination of the strong production, development and exploration portfolios of both Jabiru and Independence will enable both companies to move away from being reliant on a single source of cashflow, towards being a leading Australian mid-tier mining house with:

  • two low-cost and high-grade producing mining projects;
  • a pipeline of development assets, including a 30% interest in the Tropicana Gold Project which, according to the Bidder's Statement, is one of Australia's largest gold discoveries, and 100% of the Stockman Project which is one of Australia's largest undeveloped volcanogenic massive sulphide copper-zinc deposits;
  • exposure to a suite of base metals and precious metals;
  • a portfolio of highly prospective exploration projects at various stages; and
  • complementary management teams with skills and experience across the key disciplines of operations, development and exploration.

Jabiru Shareholders are being offered the opportunity to participate in creating a larger, more diversified mining company which, because of its increased size, is expected to have greater financial capacity to fund future growth and accelerate development of Jabiru's projects.

Although there can be no assurance that Independence will pay dividends in the future, Independence has paid dividends to its shareholders in each of the past 7 years. The Directors consider it unlikely that Jabiru will pay dividends in the near future if Jabiru continues as a standalone entity given the capital required to construct and develop the Stockman Project.

4. EXPOSURE TO NICKEL AND GOLD

By accepting Independence's Offer and it becoming unconditional, Jabiru Shareholders will benefit from exposure to a profitable nickel sulphide mining operation through Independence's operating Long Nickel Mine, and also to gold, through Independence's 30% interest in the Tropicana Gold Project. According to Independence, the Tropicana Gold Project is expected to produce 3.45 million ounces of gold over an initial mine life of 10 years (100% basis)2 .

The manager of the Tropicana Joint Venture is AngloGold Ashanti Limited (AngloGold). According to Independence, construction of the Tropicana Gold Project will begin in the June quarter of 2011, and first gold production is anticipated in the December quarter of 2013. Independence has also stated that in the first three years of operation, gold production will be between 470,000 - 490,000 ounces per annum (100% basis) at a cash cost of \$580/oz - \$600/oz3 .

Exposure to a range of metals including nickel, copper, zinc, gold and silver will diversify the earnings and potential future earnings of the combined group, providing better protection against the risk of any single commodity price decreasing.

By accepting Independence's Offer and it becoming unconditional, Jabiru Shareholders will retain exposure to any future success of Jabiru's projects, and will also gain exposure to Independence's production, development and exploration assets.

2 Refer to Independence's ASX announcement dated 7 February 2011. According to section 2.2.2 of the Bidder's Statement, 1.04 million ounces of gold would be Independence's share.

3 Refer to Independence's ASX announcement dated 7 February 2011.

5. THE COMBINED GROUP WILL BE BETTER PLACED TO ENHANCE THE VALUE OF JABIRU'S ASSETS

By accepting Independence's Offer and it becoming unconditional, Jabiru Shareholders can continue to retain an interest in Jabiru's project portfolio through a shareholding in the combined group. The Jabiru Directors consider that the combination of Jabiru's and Independence's exploration expertise, operational capability and financial strength will provide the combined group with improved opportunity to maximise the value of Jabiru's projects.

Improved access to cash

The combined group will have a strong balance sheet based on a pro forma net cash position of approximately \$261.8 million as at 31 December 20104 . The combination of having a balance sheet with enhanced financial liquidity and having increased operating revenues for the combined group is likely to enhance the financing options for the combined group's development assets. In addition, the ready access to cash is likely to enable the acceleration of exploration activities.

Funding for Stockman and Jabiru's other projects

The acquisition of Jabiru by Independence is likely to provide greater access to capital. This increased funding flexibility should enable acceleration of the work associated with development of the Stockman Project and enhance the value and timing of Jabiru's other exploration projects.

Complementary businesses

Independence and Jabiru have complementary management teams and technical capabilities, with proven successful track records of exploration, project management and production. In particular, Independence's access to certain exploration technology and techniques is complemented by Jabiru's specialist VMS capability and highly prospective exploration portfolio.

4 Based on cash and equivalents less current and non current interest bearing loans and borrowings. Refer to pro forma financial statements in section 7.4 of the Bidder's Statement.

6. JABIRU SHAREHOLDERS BENEFIT FROM A TAKEOVER PREMIUM WHICH REFLECTS THE CURRENT STRONG COPPER PRICE

The price of copper has appreciated significantly in recent months, and is currently trading at record high levels. It is likely that the Jabiru Share price, and the takeover premium offered under Independence's Offer, reflects the current favourable price for copper.

Source: London Metals Exchange prices for copper sourced from IRESS

As illustrated in the graph of the historical copper price above, the market price of copper has been volatile over the past five years. Your Directors are unable to predict future commodity prices over the medium to long term, and believe that as a result of its current copper production, Jabiru's current share price has benefited from the recent rise in copper prices.

By accepting Independence's Offer and it becoming unconditional, Jabiru Shareholders can benefit from an attractive takeover premium to Jabiru's recent share price, during a period of strong demand for shares in mining companies with high margin metal production.

7. SHARE IN A MUCH LARGER COMPANY WITH GREATER LIQUIDITY

The combined group will have a pro forma market capitalisation of approximately \$1.4 billion, which may be of sufficient size for inclusion in the S&P/ASX 100 Index in the future (provided other relevant criteria are met). The combined group will have sizeable reserves and resources of nickel, copper and gold, and a strong multi-commodity production profile.

This increased scale of the combined group, when compared to Jabiru on a standalone basis, has the potential to provide the following benefits to Jabiru Shareholders:

  • increased demand for the shares of the combined group from global institutional investors;
  • reduced cost of equity and debt capital; and
  • ability to expedite high priority exploration targets due to fewer capital constraints.

The significantly larger scale of the business is likely to provide greater liquidity for investors and is likely to provide the combined group with greater financial capacity and flexibility to pursue a wider range of growth initiatives.

8. NO SUPERIOR PROPOSAL HAS TO DATE BEEN RECEIVED

On 9 February 2011 Metals X Limited (Metals X) sold 10.48% of Jabiru's issued shares to Independence for a cash price of \$0.829 per share, and has entered into a pre-bid acceptance agreement in relation to the remainder of its holding in Jabiru (an additional 9.49%). Under the pre-bid agreement, Metals X has agreed to accept Independence's Offer in respect of all of its shares within 5 days of Independence's Offer opening. Accordingly, prior to the date of this Target's Statement, Independence has notified Jabiru that it has a relevant interest in 19.97% of Jabiru.

As at the day prior to the date of this Target's Statement, Jabiru has not received any other proposal and it is uncertain whether a Superior Proposal will be received. However, the significant pre-bid interest built by Independence may deter other potential bidders.

Unless Independence agrees to sell into a competing bid for Jabiru, its current shareholding precludes any other bidder from acquiring the 90% minimum ownership level required to proceed to compulsory acquisition under the Corporations Act. In addition, Independence's anticipated relevant interest of 19.97% in Jabiru shortly after the opening of Independence's Offer (described above) would also make it very difficult for another party to acquire control of Independence through a scheme of arrangement without Independence's agreement.

9. YOU MAY BE ELIGIBLE FOR AUSTRALIAN CAPITAL GAINS TAX RELIEF

If, as a result of Independence's Offer, Independence becomes the holder of 80% or more of the voting shares in Jabiru, Jabiru Shareholders who would otherwise make a capital gain from the disposal of their Jabiru Shares pursuant to Independence's Offer may be entitled to capital gains tax scrip-for-scrip rollover relief. Such rollover relief, if available, will allow Jabiru Shareholders to disregard any capital gain, in whole or in part, that would otherwise arise in respect of the disposal of their Jabiru Shares by way of acceptance of Independence's Offer.

See section 9 of the Bidder's Statement for further information in relation to the availability of capital gains tax rollover relief and taxation considerations generally.

PART B – KEY QUESTIONS

This part answers some key questions that you may have about Independence's Offer and should only be read in conjunction with the entire Target's Statement.

1. Who is making the offer?

Independence Group NL is making Independence's Offer.

According to the Bidder's Statement, Independence is a diversified mining and exploration company, with an operating mine in Western Australia (Long nickel mine), a 30% joint venture interest in the development stage Tropicana Gold Project and an extensive base and precious metals exploration portfolio.

Independence is included in the S&P/ASX 200 Index and as at the day before the date of this Target's Statement, had a market capitalisation of approximately \$946 million.

Further information on Independence is set out in section 2 of the Bidder's Statement.

2. What am I being offered under Independence's Offer?

Independence is offering 1 Independence Share for every 8 of your Jabiru Shares, with any fractional entitlements to be rounded down to the nearest whole Independence Share.

3. What is the value of Independence's Offer?

Based on the closing sale price of an Independence Share on ASX on the Announcement Date, the implied offer value is \$0.961 for each of your Jabiru Shares. This represents:

  • a 44.5% premium to the closing price of Jabiru Shares on the Announcement Date;
  • a 50.2% premium to the one month VWAP of Jabiru Shares to the Announcement Date; and
  • a 57.2% premium to the three month VWAP of Jabiru Shares to the Announcement Date.

The implied value of Independence's Offer will change as a consequence of changes in the market price of Independence Shares.

4. What choices do I have as a Jabiru Shareholder?

As a Jabiru Shareholder, you have the following choices in respect of your Jabiru Shares:

  • accept Independence's Offer for all of your Jabiru Shares. Your Directors recommend that you ACCEPT Independence's Offer, in the absence of a Superior Proposal that is not matched by Independence;
  • sell some or all of your Jabiru Shares on ASX (unless you have already accepted Independence's Offer for your Jabiru Shares); or
  • do nothing.

5. How do I accept Independence's Offer?

For CHESS
Holdings of
Jabiru Shares
If your Jabiru Shares are in a CHESS Holding (such holdings will be
evidenced by an 'X' appearing next to your holder number on the
Acceptance Form enclosed with the Bidder's Statement), you may
accept Independence's Offer by either:
  • completing and signing the Acceptance Form enclosed with the Bidder's Statement in accordance with the instructions on it and returning it to the address indicated on the form; or
  • calling your broker and instructing your broker to accept Independence's Offer on your behalf, before Independence's Offer closes.

If you are a Participant, acceptance of Independence's Offer must be initiated in accordance with the ASX Settlement Operating Rules before Independence's Offer closes. .

For Issuer Sponsored Holdings of Jabiru Shares If your Jabiru Shares are held on Jabiru's issuer sponsored subregister (such holdings will be evidenced by an 'I' appearing next to your holder number on the Acceptance Form enclosed with the Bidder's Statement), to accept Independence's Offer, you must complete and sign the Acceptance Form enclosed with the Bidder's Statement in accordance with the instructions on it and return it to the address specified on the form before Independence's Offer closes.

To validly accept Independence's Offer for your Jabiru Shares, your acceptance must be received before 5:00pm Perth time on 29 March 2011 (unless the Offer Period is extended).

Full details of how to accept Independence's Offer are set out in section 11.3 of the Bidder's Statement.

6. Will I need to pay brokerage or stamp duty if I accept Independence's Offer?

You will not pay any stamp duty on accepting Independence's Offer.

If your Jabiru Shares are registered in an Issuer Sponsored Holding in your name and you deliver them directly to Independence, you will not incur any brokerage connected with you accepting Independence's Offer.

If your Jabiru Shares are in a CHESS Holding or you hold your Jabiru Shares through a bank, custodian or other nominee, you should ask your Participant (usually, your broker or the bank, custodian or other nominee) whether it will charge any transaction fees or service charges connected with you accepting Independence's Offer.

7. Can I sell on the market the Independence Shares I receive from accepting Independence's Offer?

Yes. You will be able to sell the Independence Shares you receive on ASX.

8. What do the Directors of Jabiru recommend?

Your Directors unanimously recommend that you ACCEPT Independence's Offer, in the absence of a Superior Proposal that is not matched by Independence.

9. What do the Directors of Jabiru intend to do with their Jabiru interests?

Each Director of Jabiru (who owns or controls Jabiru Shares) will accept Independence's Offer in relation to all Jabiru Shares (including Jabiru Shares issued as a result of the exercise of any Jabiru Options or the vesting of any Jabiru Performance Rights) owned or controlled by them (or their associates), in the absence of a Superior Proposal that is not matched by Independence.

10. Why are the Directors of Jabiru recommending that I accept Independence's Offer?

Your Directors consider that Independence's Offer represents a fair value for your Jabiru Shares. In reaching this decision, your Directors have considered the following matters:

  • Independence's Offer represents a significant premium to recent market prices for Jabiru Shares;
  • the combination of Independence and Jabiru will create a mid-tier mining house;
  • Jabiru Shareholders will benefit from exposure to a profitable nickel sulphide mining operation, and also to gold;
  • the combined group will be better placed to enhance the value of Jabiru's assets;
  • Jabiru Shareholders will benefit from a takeover premium which reflects the current strong copper price;
  • the increased scale of the combined group has the potential to provide benefits to Jabiru Shareholders (including greater liquidity);
  • with the support of Metals X for Independence's Offer, no Superior Proposal is currently anticipated; and
  • you may be eligible for Australian capital gains tax relief.

11. What happens if I do nothing?

If you do nothing, you will remain a Jabiru Shareholder, unless Independence can compulsorily acquire your Jabiru Shares. Independence has stated in section 6.2 of the Bidder's Statement that, if it becomes entitled to proceed to compulsory acquisition of Jabiru Shares in accordance with Part 6A.1 of the Corporations Act, and the other conditions of Independence's Offer are satisfied or waived, then Independence intends to proceed to compulsory acquisition. At the conclusion of compulsory acquisition, you will be allotted Independence Shares.

If Independence has an interest in less than 90% of the Jabiru Shares, Independence will not be able to proceed to compulsorily acquire your Jabiru Shares. Independence's intentions if it has an interest in less than 90% of Jabiru Shares are described in section 6.3 of the Bidder's Statement. If you decide to retain your Jabiru Shares and Jabiru becomes a controlled entity, but not a wholly-owned subsidiary of Independence, you should consider the risks associated with a continuing investment in Jabiru (see section 5.3 below).

12. What are the consequences of accepting Independence's Offer now?

If you accept Independence's Offer, subject to the withdrawal rights referred to in the answer to question 14 below, you will give up your right to sell your Jabiru Shares on ASX or to any competing bidder, or to deal with them in any other manner.

13. When will I receive the consideration under Independence's Offer?

If you accept Independence's Offer in accordance with the instructions contained in the Bidder's Statement, Independence will pay or provide the consideration for your Jabiru Shares to you by the earlier of:

  • (a) the day one month after you accept Independence's Offer or, if Independence's Offer is subject to a defeating condition when accepted, one month after the contract resulting from your acceptance becomes unconditional; and
  • (b) the day 21 days after the end of the Offer Period, assuming Independence's Offer has become unconditional.

14. If I accept Independence's Offer, can I withdraw my acceptance?

You only have limited rights to withdraw your acceptance of Independence's Offer. You may only withdraw your acceptance of Independence's Offer if:

  • (a) Independence's Offer is still subject to a defeating condition; and
  • (b) Independence's Offer is varied in a way that postpones, for more than one month, the time when Independence needs to meet its obligations under Independence's Offer.

This may occur if Independence extends the Offer Period by more than one month and Independence's Offer is still subject to a defeating condition.

15. When does Independence's Offer close?

Independence's Offer will close at 5:00pm Perth time on 29 March 2011, unless it is extended or withdrawn.

16. What do I do if I am a Foreign Shareholder?

Foreign Shareholders will not receive Independence Shares under Independence's Offer.

Instead, if you are a Foreign Shareholder and you accept Independence's Offer, the Independence Shares that would otherwise have been issued to you will be issued to a nominee who will then sell those shares. You will receive your proportion of the cash proceeds from that sale (net of costs including brokerage) (see section 11.7 of the Bidder's Statement).

17. What are the conditions of Independence's Offer?

The conditions of Independence's Offer are summarised below. Please consider the bid conditions in full, as set out in section 11.8 of the Bidder's Statement and Annexure B to this Target's Statement. These conditions include:

  • (minimum acceptance) that at the end of the Offer Period Independence has a relevant interest in at least 90% of the Jabiru Shares on issue (on a fully diluted basis);
  • (no regulatory action) that no action is taken by Public Authority that adversely affects Independence's Offer;
  • (no material adverse change) that no event occurs, or information is disclosed, that results in, or reveals, a significant material deterioration in Jabiru's business or prospects;

  • (no prescribed occurrences) that no prescribed occurrence occurs during the period from the Announcement Date to three days after the end of the Offer Period;

  • (representations and warranties) that the representations and warranties made by Jabiru under the Bid Implementation Agreement remain true until the end of the Offer Period;
  • (no distributions) that until the end of the Offer Period, Jabiru does not announce any dividends, capital reductions or similar distributions;
  • (other regulatory approvals) that all approvals necessary for Independence's Offer to be lawfully made to Jabiru Shareholders are granted before the end of the Offer Period;
  • (rights under contracts) that until the end of the Offer Period, no person exercises, or becomes entitled to exercise, a right under a contract that would result in a material adverse effect on Jabiru or its business;
  • (acquisitions and disposals) that Jabiru does not engage in acquisitions or disposals that would likely involve a material change in Jabiru or its business;
  • (capital expenditures) that capital expenditure by Jabiru during the Offer Period does not exceed a threshold;
  • (no break fees) no break fees are paid by Jabiru to parties other than Independence between the Announcement Date and the end of the Offer Period; and
  • (minimum bid price) Independence must be able to proceed with Independence's 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.

18. What happens if the conditions of Independence's Offer are not satisfied or waived?

If the conditions of Independence's Offer are not satisfied or waived by the end of the Offer Period, Independence's Offer will lapse. This means that Independence's Offer will not proceed, and you will continue to hold your Jabiru Shares.

19. What are the tax consequences if I accept Independence's Offer?

The tax consequences of accepting Independence's Offer will depend on the circumstances of individual Jabiru Shareholders. A general outline of taxation consequences of accepting Independence's Offer is set out in section 9 of the Bidder's Statement. You should consult a taxation adviser if you need further information regarding your tax position.

20. Are there any risks in accepting Independence's Offer?

If you accept Independence's Offer you will become a shareholder in Independence. There are risks in holding Independence Shares and these are summarised in section 8 of the Bidder's Statement.

Further risks in accepting Independence's Offer are set out in section 6.

21. What can I do if I hold Jabiru Options or Jabiru Performance Rights?

Independence's Offer does not extend to Jabiru Options, PRP Performance Rights or EIS Performance Rights. However, Independence's Offer does extend to Jabiru Shares issued on the exercise of Jabiru Options or vesting of PRP Performance Rights or EIS

Performance Rights prior to the end of the Offer Period. See section 15 for further information. Independence has agreed to make private treaty offers to Jabiru Optionholders and holders of EIS Performance Rights (other than Gary Comb) to acquire their Jabiru Options and Jabiru EIS Performance Rights.

22. Is there a phone number I can call if I have further queries in relation to Independence's Offer?

If you require additional assistance please contact Jabiru's Shareholder information line on 1800 614 482 (toll free within Australia) or +61 2 8256 3389 (outside Australia).

PART C – ADDITIONAL INFORMATION

1. INFORMATION IN RELATION TO JABIRU

1.1 Overview

Jabiru is an Australian copper, zinc and silver producer with significant expertise in the exploration, development, mining and processing of volcanogenic massive sulphide (VMS) style deposits. Jabiru currently operates the 100% owned Jaguar Project which processes ore from the Jaguar underground mine and is currently developing the adjacent Bentley mine.

In addition to the production assets at the Jaguar Project, Jabiru is progressing its 100% owned Stockman Project which is a significant VMS copper, zinc, silver and gold resource based in Victoria, Australia. The Stockman Project is in the advanced exploration stages with Jabiru having announced on 22 September 2009, significant Resources containing over 250,000 tonnes of copper, 550,000 tonnes of zinc and 475 tonnes of silver.

1.2 Production assets

Jaguar Project

The Jaguar Project, located 60km north of Leonora in Western Australia, consists of the Jaguar underground mine which has been in production for the past three and a half years; the Bentley underground mine, which is currently in pre-production development, is expected to access first ore in June 2011; and the historic Teutonic Bore open pit and underground mine which is currently inactive.

Jaguar mine

The ore body at the Jaguar mine is characterised by increasing copper grades and decreasing width at depth. The ore mined is processed on site at the Jaguar concentrator to produce a copper concentrate and a zinc concentrate. The copper concentrate also contains significant silver credits.

Improvements to the Jaguar concentrator during 2010 included an expansion of the copper cleaning circuit to better deal with higher grade copper ores and to produce a cleaner copper concentrate.

On 21 and 23 September 2010, Jabiru announced two initiatives aimed directly at enhancing the potential at the Jaguar Project as follows:

  • (a) The approval of the construction of a Heavy Media Separation (HMS) plant at the Jaguar Project to enable pre-concentration of feed stock, which will in turn allow the economic treatment of lower grade ore, as well as improving processing fundamentals such as recovery rates and unit costs. Feasibility work on the use of HMS as a means of upgrading low-grade and stringer ore was completed in 2010. The outcomes of that study were positive, particularly as both Bentley and Teutonic Bore have large stringer components to their geological resources. Jabiru is targeting the commissioning of the HMS plant in the September quarter 2011.
  • (b) The acquisition of additional tenure adjacent to, contiguous with and immediately along strike from the Jaguar Project. Importantly, this purchase brings the strike extent held by Jabiru to 50km (from about 26km). This is the first time that this geological package has been consolidated by a single company, which changes the economics of the development of projects within the area.

Bentley mine

In April 2010 the Board approved the development of the Bentley mine, located 4.6km south of the Jaguar mine. As at 31 December 2010, the mine portal and surface infrastructure had been constructed, and the decline extends over 870 meters from the portal. Consequently, Jabiru currently expects to access the ore body line of lode (strike extension) in June 2011, with first ore to be produced in the September 2011 quarter.

Bentley ore will be processed through the concentrator at Jaguar, significantly reducing the capital expenditure requirement to move into production.

Bentley's ore will progressively replace Jaguar ore mill feed as mining at both underground mines moves progressively from Jaguar to Bentley during the next two years.

Teutonic Bore

The Teutonic Bore mine is located approximately 2km from the Jaguar concentrator and offers opportunity to increase either throughput rates or the mine life of the Jaguar Project. On 9 September 2009, an updated resource for Teutonic Bore was completed and announced.

1.3 Development asset

Stockman

On 6 December 2010, Jabiru released the results of the Scoping Study on the Stockman Project. The Stockman Project will consist of two underground mines (Wilga and Currawong) and a base metals concentrator producing copper and zinc concentrates using differential flotation in a similar manner to the Jaguar Project.

Over its initial 7.25 year mine life, the Stockman Project is forecast to produce 126,000 tonnes of copper, 4.2 million ounces of silver and 96,000 ounces of gold in copper concentrate and 206,000 tonnes of zinc in zinc concentrate. Jabiru has commenced a full feasibility study with a target completion date in the December quarter of 2011.

1.4 Exploration portfolio

Jabiru's early stage exploration projects include Twin Peaks and extensions to the Jaguar and Stockman Projects.

The Twin Peaks Project is located 200km northeast of Geraldton in Western Australia. Between 1906 and 1966, 85 tonnes of copper ore averaging 16% Cu were extracted from the workings by previous operators located north of Twin Peaks Homestead within the Twin Peaks greenstone belt.

Jabiru is also continuing exploration activities at its Jaguar Project, which hosts the Teutonic Bore, Jaguar and Bentley deposits. All three deposits are in the size range of two to four million tonnes (pre-mining) and are characterised by high grade Cu-Zn-Pb-Au-Ag rich massive sulphide lenses. In the September quarter of 2010, Jabiru acquired additional tenements along strike and adjacent to the Jaguar Project. The recent acquisition of ground adjacent to Jaguar brings the strike extent held by Jabiru to 50km (from about 26km previously) and provides Jabiru with a number of high potential drill targets based upon historical exploration data.

Various exploration targets have also been identified on the Stockman lease. These targets are planned for further geophysical and drill testing in the future.

In June 2010, Jabiru entered into a joint venture with Independence over a portion of the Jaguar Project. The joint venture area covers 188km2 of tenure over part of the southern portion of the Agnew-Wiluna Greenstone Belt. Under the joint venture arrangements, Independence may earn a 70% interest in the nickel rights in the joint venture area.

1.5 Competent person's statement

The information in sections 1.1 to 1.4 that relate to Exploration Results and Resources is based on information compiled by Mr Neil Martin who is a member of the Australian Institute of Geoscientists and is a full time employee of Jabiru. Mr Martin 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 JORC Code. Mr Martin consents to the inclusion in section 1 of the matters based on his information in the form and context in which it appears.

1.6 Recent financial results

Jabiru's auditor-reviewed half year financial report for the six months ended 31 December 2010 was issued on 21 February 2011 (Half Year Report). As set out in the Half Year Report, sales revenue for the half-year ended 31 December 2010 (1HFY2011) of \$57.3 million was 3.7 per cent above the half-year ended 31 December 2009 (1HFY2010). Gross profit for 1HFY2011 of \$25.1 million was 9.4 per cent higher than 1HFY2010. Profit before interest, derivatives, and depreciation in 1HFY2011 of \$23 million was in line with the 1HFY2010 and net profit of \$0.7 million compares favourably to a \$4.0 million loss in the 1HFY2010.

The profit result in 1HFY2011 includes derivative losses of \$11.5 million. Jabiru does not attempt to qualify for hedge accounting and accordingly the fair value (also referred to as mark-to-market) movements of all derivative instruments are recognised as gains or losses through profit or loss. The 1HFY2011 profit result also includes a \$5.4 million loss on silver hedge financing reflecting the fair value movement of this liability.

Jabiru held cash at 31 December 2010 of \$26.9 million and interest-bearing liabilities of \$6.7 million. The interest-bearing liabilities are comprised of equipment lease finance contracts.

The net mark-to-market value of the derivative instruments at 31 December 2010 represents a \$5.7 million liability.

For 1HFY2011 Jabiru reported net cash flows from operating activities of \$13.1 million which was 35.5 per cent below the 1HFY2010.

Net cash flow used in investing activities for 1HFY2011 was \$33.9 million compared to \$13.2 million for the 1HFY2010. This increased cash outflow reflects the investment in underground development of the Bentley mine, construction of the concentrate storage and handling facility at the Port of Geraldton, and purchases of replacement mining fleet for the Jaguar mine. Exploration costs were approximately in-line with the 1HFY2010.

Net cash flow from financing activities for 1HFY2011 was \$15.6 million. This includes \$19.2 million in prepaid silver financing.

1.7 Financing

During 1HFY2011, Jabiru generated cash of \$19.2 million from prepaid silver hedge financing (net of transaction costs). The structure of the financing provided Jabiru with an up-front cash payment in return for forward sales of 861,403 ounces of silver over the period to June 2013. A total of 716,368 ounces of silver was outstanding at 31 December 2010.

2. INFORMATION IN RELATION TO INDEPENDENCE

According to the Bidder's Statement, Independence is a diversified mining and exploration company, with an operating mine in Western Australia (Long nickel mine), a 30% joint venture interest in the development stage Tropicana Gold Project and an extensive base and precious metals exploration portfolio. Independence is currently included in the S&P/ASX 200 Index and as at the day before the date of this Target's Statement had a market capitalisation of approximately \$946 million.

Section 2 of the Bidder's Statement provides background information in relation to Independence's projects and financial position. The risks associated with investing in Independence are contained in section 8 of the Bidder's Statement.

Further information regarding Independence can be obtained from Independence's website at igo.com.au.

3. KEY FEATURES OF INDEPENDENCE'S OFFER

3.1 Consideration

The consideration being offered by Independence is 1 Independence Share for every 8 of your Jabiru Shares (including any rights attaching to those Jabiru Shares) with any fractional entitlements to be rounded down to the nearest whole Independence Share.

If you are a Foreign Shareholder, please see section 11.7 of the Bidder's Statement on how you will be dealt with.

3.2 Conditions

Independence's Offer is subject to a number of conditions. The full terms of these conditions are set out in section 11.8 of the Bidder's Statement and Annexure B to this Target's Statement.

3.3 Risks associated with investing in Independence Shares

Section 8 of the Bidder's Statement outlines the risks that Jabiru Shareholders may face when investing in Independence Shares. Please read this information carefully. If you require further information regarding such risks in order to make a decision as to whether or not to accept Independence's Offer, please contact your professional adviser.

Neither Jabiru nor any of its officers or advisers accepts any liability or responsibility in respect of movement in Independence Share prices before, during or following the close of Independence's Offer.

4. DIRECTORS' RECOMMENDATIONS AND INTENTIONS

4.1 Directors of Jabiru

As at the date of this Target's Statement, the Jabiru Directors are:

  • (a) Gary Ernest Comb;
  • (b) Ross Kestel; and
  • (c) Barry Colin Bolitho.

4.2 Directors' recommendation

In assessing the Independence Offer, your Directors have had regard to a number of considerations, including the information set out in the Bidder's Statement.

Based on this assessment and for the reasons set out in this Target's Statement (in particular set out in Part A of this Target's Statement) each of your Directors recommends that you ACCEPT the Independence Offer in the absence of a Superior Proposal that is not matched by Independence.

4.3 Reasons for this recommendation

The reasons for the Directors' recommendation are set out in Part A.

4.4 Directors' intentions

Each Director of Jabiru (who owns or controls Jabiru Shares) will accept Independence's Offer in relation to all Jabiru Shares (including Jabiru Shares issued as a result of the exercise of any Jabiru Options or the vesting of any Jabiru Performance Rights) owned or controlled by them (or their associates), in the absence of a Superior Proposal that is not matched by Independence.

5. YOUR CHOICES AS A JABIRU SHAREHOLDER

As a Jabiru Shareholder, the following choices are available to you.

5.1 Accept Independence's Offer

Jabiru Shareholders may elect to accept Independence's Offer. If you accept Independence's Offer and it is declared unconditional, you will be issued 1 Independence Share for every 8 of your Jabiru Shares by the earlier of:

  • (a) the day one month after you accept Independence's Offer or, if Independence's Offer is subject to a defeating condition when accepted, one month after the contract resulting from your acceptance becomes unconditional; and
  • (b) the day 21 days after the end of the Offer Period, assuming Independence's Offer has become unconditional.

If you have your Jabiru Shares registered in an Issuer Sponsored Holding in your name and you deliver them directly to Independence, you will not incur any brokerage charge by accepting Independence's Offer.

Details of how to accept Independence's Offer are set out in section 11.3 of the Bidder's Statement.

Please also see section 11.7 of the Bidder's Statement regarding how Foreign Shareholders will be dealt with.

5.2 Sell your Jabiru Shares on ASX

You can sell your Jabiru Shares on ASX for the market price at the time. This may be above or below the implied price under Independence's Offer.

If you sell your Jabiru Shares on ASX:

  • (a) you will lose the ability to accept Independence's Offer or any other proposal that may emerge;
  • (b) you may receive more or less for your Jabiru Shares than the consideration offered under Independence's Offer per Jabiru Share;
  • (c) you may incur a brokerage charge; and
  • (d) you will not be eligible for capital gains tax scrip-for-scrip rollover relief.

If you wish to sell your Jabiru Shares on ASX, you should contact your broker.

The taxation implications of selling your Jabiru Shares on ASX depend on a number of factors and will vary according your particular circumstances, in the same way as if you accept Independence's Offer. You should seek your own specific professional advice regarding the taxation consequences of selling your Jabiru Shares on ASX.

5.3 Do nothing

If you do not wish to accept Independence's Offer or sell your Jabiru Shares on ASX, you may do nothing.

(a) If Independence becomes entitled to compulsorily acquire Jabiru Shares

Independence has indicated in the Bidder's Statement that if it becomes entitled under Part 6A.1 of the Corporations Act to compulsorily acquire the remaining shares in Jabiru, it presently intends to do so. If at the end of the Offer Period, Independence becomes entitled to, and does, compulsorily acquire all outstanding Jabiru Shares, Jabiru will become 100% owned by Independence and no minority Jabiru Shareholders will remain (see section 8 for further details).

You should be aware that, if you do not accept Independence's Offer and your Jabiru Shares are compulsorily acquired, you will face a delay in receiving the consideration for your Jabiru Shares, compared with Jabiru Shareholders who have accepted Independence's Offer.

(b) If Independence does not become entitled to compulsorily acquire Jabiru Shares

Independence's Offer is presently subject to a minimum acceptance condition which, if fulfilled (and all of the other conditions are fulfilled or waived), will entitle Independence to compulsorily acquire all Jabiru Shares.

However, Independence has the right to waive the minimum acceptance condition. If Independence waives this minimum acceptance condition and the remaining conditions are fulfilled or otherwise waived, and Independence acquires the majority of Jabiru Shares, there may be a number of important implications for Jabiru Shareholders who do not accept Independence's Offer, such as:

  • (i) any Jabiru Shares acquired by Independence under Independence's Offer will reduce the number of Jabiru Shares which can be expected to be available for trading on ASX;
  • (ii) Independence will be in a position to cast the majority of votes at a general meeting of Jabiru, which would enable Independence to control the composition of the Board, determine Jabiru's dividend and capital management policies and control the strategic direction of the business of Jabiru. Additionally, if Independence acquires more than 75% of Jabiru Shares, it will be in a position to cast the votes required for a special resolution at a meeting of Jabiru Shareholders. This would enable it to pass resolutions, for example, to amend Jabiru's constitution;
  • (iii) if Jabiru remains listed then it is unlikely that the price of a Jabiru Share would sustain the current takeover premium and, accordingly, would likely fall below the implied price offered under Independence's Offer;
  • (iv) Independence may seek to have Jabiru removed from the official list of ASX; and
  • (v) there may be a reduced likelihood of a subsequent takeover bid for Jabiru.

See section 6.3 of the Bidder's Statement for details of Independence's intentions if Jabiru becomes a controlled entity, but not a wholly-owned subsidiary of Independence.

Each of the Directors recommends that you accept Independence's Offer, in the absence of a Superior Proposal that is not matched by Independence.

Further, if Independence's Offer lapses (for example, because the minimum acceptance is not achieved and not waived by Independence), it is possible that the market price in Jabiru Shares will decrease, at least in the short term, to the levels at which they were trading prior to the Announcement Date or lower.

6. RISKS OF ACCEPTING INDEPENDENCE'S OFFER

There are risks associated with accepting Independence's Offer. Some of the key risks are summarised below.

6.1 Issue of Independence shares as consideration

If you accept Independence's Offer and it becomes unconditional, you will become a shareholder in Independence. There are risks in holding Independence Shares which are summarised in section 8 of the Bidder's Statement.

6.2 Independence's Offer

(a) Implied offer value

The implied value of Independence's Offer depends on the trading price of Independence Shares on ASX. There is no certainty as to the future trading price of Independence Shares.

(b) Conditions of Independence's Offer

Independence's Offer is subject to a number of conditions, which as at the date of this Target's Statement have not been satisfied or waived. The full terms of these conditions are set out in section 11.8 of the Bidder's Statement and Annexure B to this Target's Statement.

The conditions to Independence's Offer must either be satisfied or waived by Independence before accepting Jabiru Shareholders can receive the consideration under Independence's Offer.

If you accept Independence's Offer and any of these conditions remain unsatisfied at the end of Offer Period and are not waived by Independence, there is no obligation on Independence to purchase and pay for your Jabiru Shares. In the meantime, Jabiru Shareholders who accept the conditional offer will be unable to trade their Jabiru Shares, or withdraw their acceptance (subject to the withdrawal rights referred to in section 6.3).

Jabiru is a party to two financing agreements (further details of which are set out in section 14), which contain change of control provisions. The completion of Independence's Offer may constitute a change of control event and, if that is the case, that would trigger certain rights in favour of the financiers which would ultimately entitle the financiers to discontinue the availability of the facilities and require the repayment of any indebtedness due under those facilities.

If the change of control provisions in these agreements are triggered, Independence may seek to rely on the non-fulfilment of the bid condition set out in section 11.8(h) of the Bidder's Statement.

However, following lodgement of the Bidder's Statement with ASIC:

(i) Jabiru and Independence intend to seek appropriate waivers of these change of control provisions from the relevant financiers (and if those waivers are obtained, the bid condition set out in section 11.8(h) of the Bidder's Statement will not be triggered in these circumstances); and/or (ii) Independence may announce that it will not rely on any non-fulfilment of the bid condition set out in section 11.8(h) of the Bidder's Statement to the extent it relates to the change of control provisions in these financing agreements.

There is no assurance that the waivers referred to in sub-section (i) above will be obtained or that Independence will make the announcement referred to in subsection (ii) above. Jabiru Shareholders are therefore advised to consider this risk before accepting Independence's Offer.

6.3 Possibility of a Superior Proposal emerging

Jabiru Shareholders who accept Independence's Offer will not be able to withdraw acceptances and accept into a Superior Proposal unless:

  • (a) Independence's Offer is still subject to a defeating condition; and
  • (b) Independence's Offer is varied in a way that postpones, for more than one month, the time when Independence needs to meet its obligations under Independence's Offer. This may occur if Independence extends the Offer Period by more than one month and Independence's Offer is still subject to a defeating condition.

At the day prior to the date of this Target's Statement, no Superior Proposal has emerged. However, it is possible that a Superior Proposal could materialise in the future.

If Jabiru receives a Superior Proposal, Independence has three business days to put forward a counterproposal. If the Jabiru Board decides that such a counterproposal would be more favourable to Jabiru Shareholders, then Jabiru and Independence are required to use their best endeavours to enter into an amended implementation agreement and propose the counterproposal to Jabiru Shareholders.

If no counterproposal is received from Independence, or the Jabiru Board determines the counterproposal to be no more favourable to the Jabiru Shareholders, then the Superior Proposal may be recommended by the Jabiru Board instead. In this circumstance, a break fee of \$5 million (excluding GST) may be payable to Independence by Jabiru.

6.4 Scrip-for-scrip rollover

One of the conditions for scrip-for-scrip rollover relief to be available is that Independence obtains a holding of at least 80% of the voting shares in Jabiru as a result of Independence's Offer. At the time Jabiru Shareholders accept Independence's Offer, it is not certain if rollover relief will be obtained. However, if the 80% threshold is reached, Jabiru Shareholders may be able to obtain scrip-for-scrip rollover to defer any capital gain on accepting Independence's Offer.

6.5 Loss of key personnel

Section 6.2 of the Bidder's Statement contains information regarding the intentions of Independence for Jabiru's business and states (among other things) that key members of the Jabiru management team will play an important role in the combined group.

However, regardless of Independence's intentions, there is a risk that Jabiru may not be able to retain technical and managerial personnel from within Jabiru's business. Loss of key management and other personnel may have a negative impact on Jabiru's business and the ability to implement its strategies in the near term. The ability to attract employees in markets which are labour constrained may also impair Jabiru's ability to grow.

6.6 Integration risk

The long term success of the combined group will depend, amongst other things, upon the success of Independence's management in integrating the two businesses.

There is no guarantee that Independence will be able to integrate Jabiru successfully, and there is a risk that integration may take longer than expected and any anticipated efficiencies and benefits of that integration may be less than estimated.

6.7 Effect of change of control on contractual provisions

Jabiru is a party to two financing agreements which include change of control provisions which may be triggered if Independence is successful in acquiring control of Jabiru.

If triggered, the financiers under those agreements are entitled to cancel the facilities and require the repayment of the indebtedness due thereunder. If this occurs, Jabiru will be required to seek alternative financing.

Further details of the effects of Independence's Offer on the above contracts are set out in section 14.

6.8 Jabiru has not independently verified Independence information

Jabiru has relied on publicly available information released by Independence and some non-public information provided by Independence and has assumed that Independence has complied with its continuous disclosure obligations under the Listing Rules and the Corporations Act. Any inaccuracy in this information could adversely affect the anticipated results of operations of the combined group.

Jabiru and the Directors also take no responsibility for the contents of the Bidder's Statement and are not endorsing, and have not verified, any of the statements contained in it.

7. MECHANICS OF INDEPENDENCE'S OFFER

7.1 Offer Period

Independence's Offer is open for acceptance from 28 February 2011 until 5:00pm Perth time on 29 March 2011, unless it is extended or withdrawn.

7.2 Extension of Offer Period

For as long as Independence's Offer remains subject to a defeating condition, Independence may extend the Offer Period at any time before it has given the Notice of Status of Conditions. However, if Independence's Offer is not subject to a defeating condition (that is, it is free of all defeating conditions), Independence may extend the Offer Period at any time before the end of the Offer Period. To extend the Offer Period, Independence must lodge a notice of variation with ASIC and give a notice to Jabiru and to each Jabiru Shareholder to whom offers were made under the takeover bid constituted by Independence's Offer.

In addition, there will be an automatic extension of the Offer Period if, within the last seven days of the Offer Period:

  • (a) Independence improves the consideration under Independence's Offer; or
  • (b) Independence's voting power in Jabiru increases to more than 50%.

If either of these events occurs, the Offer Period will be automatically extended, so that it ends 14 days after the relevant event occurs.

7.3 Withdrawal of Independence's Offer

Independence may not withdraw Independence's Offer if you have already accepted it. Before you accept Independence's Offer, Independence may withdraw Independence's Offer with the written consent of ASIC and subject to the conditions (if any) specified in that consent.

7.4 Effect of acceptance

If you accept Independence's Offer, subject to the withdrawal rights set out in section 7.5 below, you will give up your right to sell your Jabiru Shares on ASX or to any competing bidder or to deal with them in any other manner. The effect of acceptance is set out in detail in section 11.5 of the Bidder's Statement. This section describes the rights attached to your shares that you will be giving up, the representations and warranties that you will be making, and the irrevocable authorities and appointments that you will be giving Independence if you accept Independence's Offer. Please note that the Directors do not take any responsibility for the contents of the Bidder's Statement and are not endorsing any of the statements contained in it.

7.5 Limited rights to withdraw your acceptance

You have only limited rights to withdraw your acceptance of Independence's Offer. You may withdraw your acceptance of Independence's Offer only if:

  • (a) Independence's Offer is still subject to a defeating condition; and
  • (b) Independence's Offer is varied in a way that postpones, for more than one month, the time when Independence needs to meet its obligations under Independence's Offer. This may occur if Independence extends the Offer Period by more than one month and Independence's Offer is still subject to a defeating condition.

If you have accepted Independence's Offer and the offer conditions are not satisfied or waived by the end of the Offer Period (which may be extended), Independence's Offer will lapse and you will be free to deal with your Jabiru Shares.

7.6 Timing of payment

If you accept Independence's Offer in accordance with the instructions contained in the Bidder's Statement, Independence will pay or provide the consideration for your Jabiru Shares to you by the earlier of:

  • (a) the day one month after you accept Independence's Offer or, if Independence's Offer is subject to a defeating condition when accepted, one month after the contract resulting from your acceptance becomes unconditional; and
  • (b) the day 21 days after the end of the Offer Period, assuming Independence's Offer has become unconditional.

7.7 Conditions and lapse of offer

Independence's Offer is subject to a number of conditions. The full terms of these conditions are set out in section 11.8 of the Bidder's Statement and Annexure B to this Target's Statement.

Independence's Offer will lapse if the conditions are not waived or fulfilled by the end of the Offer Period (or in the case of the "prescribed occurrences" conditions, before the end of the three business day period after Independence's Offer closes). In that case, all contracts resulting from acceptance of Independence's Offer and all acceptances that have not resulted in binding contracts are void. In that situation, you will be free to deal with your Jabiru Shares as you see fit.

7.8 Notice of Status of Conditions

The Bidder's Statement states that Independence will give its Notice of Status of Conditions to ASX and Jabiru on 21 March 2011. If the Offer Period is extended by a period before the time by which the Notice of Status of Conditions is to be given, the date for giving the Notice of Status of Conditions will be taken to be postponed for the same period. If there is such an extension, Independence is required, as soon as possible after the extension, to give a notice to ASX and Jabiru that states the new date for the giving of the Notice of Status of Conditions.

Independence is required to set out in its Notice of Status of Conditions:

  • (a) whether Independence's Offer is free of any or all conditions;
  • (b) whether, so far as Independence knows, any of the conditions have been fulfilled; and
  • (c) Independence's voting power in Jabiru.

If a condition is fulfilled (so that Independence's Offer becomes free of the condition) before the date on which the Notice of Status of Conditions is required to be given, Independence must, as soon as possible, give ASX and Jabiru a notice that states that the particular condition has been fulfilled.

7.9 Foreign Shareholders

Foreign Shareholders will not receive Independence Shares under Independence's Offer.

Instead, if you are a Foreign Shareholder and you accept Independence's Offer, the Independence Shares that would otherwise have been issued to you will be issued to a nominee who will then sell those shares. You will receive your proportion of the cash proceeds from that sale (net of costs including brokerage) (see section 11.7 of the Bidder's Statement).

8. COMPULSORY ACQUISITION

Independence has stated in section 6.2 of the Bidder's Statement that, if it becomes entitled to proceed to compulsory acquisition of Jabiru Shares in accordance with Part 6A.1 of the Corporations Act, and the other conditions of Independence's Offer are satisfied or waived, then Independence intends to proceed to compulsory acquisition.

The two types of compulsory acquisition under Chapter 6A of the Corporations Act are discussed below.

8.1 Follow-on compulsory acquisition

Under Part 6A.1 of the Corporations Act, Independence will be entitled to compulsorily acquire any outstanding Jabiru Shares for which it has not received acceptances on the same terms as Independence's Offer if, during or at the end of the Offer Period, Independence (together with its associates):

  • (a) has relevant interests in at least 90% (by number) of the Jabiru Shares; and
  • (b) has acquired at least 75% (by number) of the Jabiru Shares that Independence offered to acquire under Independence's Offer (whether the acquisitions happened under Independence's Offer or otherwise).

If these thresholds are met, Independence will have up to one month after the end of the Offer Period within which to give compulsory acquisition notices to Jabiru Shareholders who have not accepted Independence's Offer. Jabiru Shareholders have statutory rights to challenge the compulsory acquisition, but a successful challenge will require the relevant Jabiru Shareholders to establish, to the satisfaction of a court, that the terms of Independence's Offer do not represent "fair value" for the Jabiru Shares.

Jabiru Shareholders should be aware that, if they do not accept Independence's Offer and their Jabiru Shares are compulsorily acquired, those Jabiru Shareholders will face a delay in receiving the consideration for their Jabiru Shares, compared with Jabiru Shareholders who have accepted Independence's Offer.

8.2 General compulsory acquisition

Under Part 6A.2 of the Corporations Act, Independence will be entitled to compulsorily acquire any outstanding Jabiru Shares, if Independence holds full beneficial interests in at least 90% of Jabiru Shares (by number) (that is, if Independence becomes a 90% holder).

If this threshold is met, Independence will have six months after Independence becomes a 90% holder within which to give compulsory acquisition notices to Jabiru Shareholders. The compulsory acquisition notices sent to Jabiru Shareholders must be accompanied by an objection form.

If Jabiru Shareholders with at least 10% of Jabiru Shares covered by the compulsory acquisition notice object to the acquisition before the end of the objection period (which must be at least one month), Independence may apply to the Court for approval of the acquisition of the Jabiru Shares covered by the notice.

Jabiru Shareholders should be aware that, if they do not accept Independence's Offer and their Jabiru Shares are compulsorily acquired, those Jabiru Shareholders will face a delay in receiving the consideration for their Jabiru Shares, compared with Jabiru Shareholders who have accepted Independence's Offer.

9. INFORMATION RELATING TO YOUR DIRECTORS

9.1 Interests of the Directors in Jabiru securities

As at the day before the date of this Target's Statement, the Directors of Jabiru have the following direct or indirect interests in securities of Jabiru:

Director Jabiru Shares Jabiru Options EIS Performance Rights
B Bolitho - 750,000 (vested) -
G Comb 7,078,750 (direct) 4,000,000 (vested) 2,343,386 (which will vest as
400,000 (indirect) set out in section 15 below)
R Kestel 332,572 - -
Total 7,811,322 4,750,000 2,343,386

9.2 Dealings in Jabiru securities

No Director has acquired or disposed of any Jabiru securities in the four month period ending on the day before the date of this Target's Statement, except as shown below.

Director Date Transaction type Number / type Price
B Bolitho 8/12/2010 Off-market transfer between
entities controlled by director
750,000 Jabiru
Options
Nil

9.3 Interests of the Directors in Independence securities

As at the day before the date of this Target's Statement, none of the Directors of Jabiru has any direct or indirect interest in securities of Independence.

9.4 Dealings in Independence securities

None of the Directors or their associates has acquired or disposed of a relevant interest in any Independence securities in the four month period ending on the day before the date of this Target's Statement.

9.5 Benefits and agreements

As a result of Independence's Offer, no person has been or will be given any benefit (other than a benefit which can be given without member approval under the Corporations Act) in connection with the retirement of that person or someone else from a board or managerial office of Jabiru or a related body corporate of Jabiru.

Except as provided elsewhere in this Target's Statement, there are no agreements made between any Director and any other person (including Independence) in connection with, or conditional upon, the outcome of Independence's Offer. If at the end of the Offer Period, Independence's Offer is free from all conditions and Independence has a relevant interest in 90% of Jabiru on a fully diluted basis, Independence will invite Gary Comb to join the board of directors of Independence in the position of Executive Director - Operations.

None of the Directors have entered into any contracts with Independence.

10. MATERIAL AGREEMENTS RELATING TO INDEPENDENCE'S OFFER

10.1 Bid Implementation Agreement

The key terms of the Bid Implementation Agreement are summarised in Annexure A to this Target's Statement.

10.2 Pre-bid acceptance agreement

Independence acquired a 10.48% interest in Jabiru for \$0.829 cash per share from Jabiru's other major shareholder, Metals X on the Announcement Date. Metals X has also agreed to support Independence's Offer, and has entered into a pre-bid acceptance agreement in relation to the remainder of its holding in Jabiru (an additional 9.49% of Jabiru Shares on issue). Under the agreement, Metals X has agreed to accept Independence's Offer in respect of all of its Jabiru Shares, within five days of Independence's Offer opening.

11. FINANCIAL INFORMATION

11.1 Changes in Jabiru's financial position

So far as is known to the Directors of Jabiru, there have been no material changes to the financial position of Jabiru since the date of the last balance sheet sent to Jabiru Shareholders (being the balance sheet contained in the Half Year Report).

A list of ASX announcements made in relation to Jabiru between 1 January 2011 and the day prior to the date of this Target's Statement is set out in Annexure C to this Target's Statement.

12. PRICE PERFORMANCE OF JABIRU SHARES

12.1 Historical performance of Jabiru Shares

The historical closing price of Jabiru Shares and daily volume traded on ASX is illustrated in the graph below:

Source: ASX share price trading information sourced from IRESS

12.2 Recent trading of Jabiru Shares

The last market sale price of Jabiru Shares on ASX on the Announcement Date was \$0.665.

The last market sale price of Jabiru Shares on ASX on 25 February 2011, being the last trading day prior to the lodgement of the Target's Statement with ASIC, was \$0.83.

The highest market sale price of Jabiru Shares on ASX in the 12 months prior to the lodgement of the Target's Statement with ASIC, was \$0.880, on 10 February 2011.

The lowest market sale price of Jabiru Shares on ASX in the 12 months prior to the lodgement of this Target's Statement with ASIC, was \$0.280 on 21 May 2010.

13. INFORMATION RELATING TO TRADING IN INDEPENDENCE SHARES

The last market sale price of Independence Shares on ASX on the Announcement Date was \$7.69.

The last market sale price of Independence Shares on ASX on 25 February 2011, being the last trading day prior to the lodgement of the Target's Statement with ASIC was \$6.82.

The highest market sale price of Independence Shares on ASX in the 12 months prior to the date of lodgement of the Target's Statement with ASIC was \$8.35 on 20 December 2010.

The lowest market sale price of Independence Shares on ASX in the 12 months prior to the date of lodgement of the Target's Statement with ASIC was \$3.862 on 20 May 2010.

14. EFFECT OF INDEPENDENCE'S OFFER ON JABIRU'S MATERIAL CONTRACTS

(a) Facility Agreement

Jabiru has entered into a facility agreement with BNP Paribas (BNP) and Australian and New Zealand Banking Group Pty Ltd (ANZ) dated 31 August 2007 (Facility Agreement) relating to the provision of hedging and bonding facilities to Jabiru. The Facility Agreement is due to expire on 30 June 2011.

Under the Facility Agreement, a change of control event includes a change in the control of 50% or more of the total votes which might be cast at a general meeting of Jabiru. The completion of Independence's Offer may constitute a change of control event and, if that is the case, that would trigger certain review rights in favour of BNP and ANZ. Those review rights ultimately entitle BNP and ANZ to discontinue the availability of the facilities and require the repayment of any indebtedness due under those facilities after a 30 day negotiation period and a further 90 day notice period.

As at 31 January 2011, the following amounts were outstanding under the facilities:

  • bonding and bank guarantees of \$2,318,000;
  • net mark-to-market value of the base metals and foreign exchange instruments of \$5,818,306; and
  • net amounts outstanding at mark-to-market of prepaid silver financing of \$18,971,108.

(b) Asset Finance Agreement

Jabiru entered into an asset finance agreement with ANZ on 14 September 2010 (Asset Finance Agreement) in relation to the provision of equipment leasing facilities to Jabiru for mobile plant and equipment, motor vehicles and the gas power station at the Jaguar Project.

A change of control of Jabiru (such as may occur upon the completion of Independence's Offer) constitutes a default event under the Asset Finance Agreement (unless waived or consented to by ANZ), entitling ANZ to require the repayment of outstanding indebtedness under the agreement.

As at 31 January 2011, the principal outstanding under the equipment leases was about \$6.66 million (in aggregate).

15. EFFECT OF INDEPENDENCE'S OFFER ON JABIRU'S INCENTIVE PLANS

This section outlines the effect of Independence's Offer on the Jabiru Options and Jabiru Performance Rights.

Jabiru currently operates three employee incentive plans: the Employee Share Option Plan (ESOP), the Performance Rights Plan (PRP) and the Executive Incentive Scheme (EIS).

15.1 The effect of Independence's Offer on Jabiru Options

Independence's Offer does not extend to Jabiru Options. However, Independence's Offer extends to all Jabiru Shares that are issued during the Offer Period due to the exercise of Jabiru Options. Certain Jabiru Options have already vested, whilst others are still to vest (see section 16.1 for further details).

Under the terms of the ESOP, on the announcement of a takeover, the Board may declare a Jabiru Option issued under that plan free of all conditions and may be exercised prior to its expiry (see below). At the date of this Target's Statement, the Board has not exercised its discretion. In addition, if any person has any interest in not less than 90% of Jabiru Shares, all Jabiru Options issued under the ESOP become free of conditions and may be exercised at any time prior to their lapse.

Under the Bid Implementation Agreement, prior to the Independence's Offer becoming unconditional, Independence has agreed to make private treaty offers to Jabiru Optionholders to acquire or cancel their Jabiru Options (to the extent not exercised). The consideration that Independence has agreed to pay to Jabiru Optionholders to acquire their Jabiru Options will be in the form of Independence Shares and must not be less than the amount set out in the table below.

Types of Options Jabiru Option
expiry date
Jabiru Option
exercise price
Minimum number of
Independence Shares
offered for each Jabiru
Option
Director options issued to Gary
Comb and Barry Bolitho
23 June 2011 \$0.25 0.0925
Director options issued to Gary
Comb
23 June 2011 \$0.30 0.0860
Options issued under ESOP 1 November 2011 \$0.57 0.0540
Options issued under ESOP 1 July 2012 \$1.00 0.0362
Options issued under ESOP 31 March 2013 \$0.61 0.0756

If a Jabiru Optionholder does not exercise their Jabiru Options or does not accept the private treaty offer from Independence, their Jabiru Options will expire on the earlier of their expiry date (set out above) and:

  • (a) in respect of the Jabiru Options expiring 1 November 2011, 18 months;
  • (b) in respect of Jabiru Options expiring on 23 June 2011, 20 days; and
  • (c) in respect of all other Jabiru Options, 30 days,

after Independence acquires a relevant interest in not less than 90% of Jabiru Shares on issue.

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

The Jabiru Directors who hold Options intend to accept the private treaty offer from Independence.

15.2 The effect of Independence's Offer on PRP Performance Rights

Independence's Offer does not extend to PRP Performance Rights. However, Independence's Offer extends to all Jabiru Shares that are issued during the Offer Period upon the vesting of PRP Performance Rights.

The Board has exercised its discretion under the PRP rules (and in accordance with the terms of invitation to participate in the PRP) such that all PRP Performance Rights on issue at that time will immediately convert to Jabiru Shares on the earlier of:

  • (a) Independence's Offer becoming unconditional; and
  • (b) a day not more than seven days before the end of the Offer Period as determined by the Board in its discretion,

but subject to, in each case, Independence having received acceptances increasing its voting power in Jabiru to more than 50%.

15.3 The effect of Independence's Offer on EIS Performance Rights

Independence's Offer does not extend to EIS Performance Rights. However, Independence's Offer extends to all Jabiru Shares that are issued during the Offer Period upon the vesting of EIS Performance Rights.

Under the Bid Implementation Agreement, Jabiru has agreed with Independence that the Board will not exercise its discretion under the EIS rules to allow any unvested EIS Performance Rights (other than those held by Gary Comb) to vest early as a result of Independence's Offer.

Instead, Independence is required under the Bid Implementation Agreement to make a private treaty offer to acquire from each holder (other than Mr Comb) all of the currently unvested EIS Performance Rights or seek the holder's consent for the cancellation of his or her unvested EIS Performance Rights.

The Board has exercised its discretion under the EIS rules such that:

  • (a) the EIS Performance Rights which have already vested and resulted in the issue of Scheme Shares (as that term is defined in the EIS rules) to the scheme trustee will be transferred to the relevant participant; and
  • (b) in relation to Mr Comb, the 2,343,386 Jabiru Performance Rights held by Mr Comb vest and immediately convert to 2,343,386 Jabiru Shares,

on the earlier of:

  • (c) Independence's Offer becoming unconditional; and
  • (d) a day not more than seven days before the end of the Offer Period as determined by the Board in its discretion,

but subject to, in each case, Independence having received acceptances increasing its voting power in Jabiru to more than 50%.

16. OTHER MATERIAL INFORMATION

16.1 Jabiru's issued securities

The following table sets out the capital structure of Jabiru, as at the close of business on the day before the date of this Target's Statement.

Number Class of securities
553,304,180 Jabiru Shares
2,750,000 Jabiru Options exercisable at \$0.25 on or before 23 June 2011 (vested)
2,000,000 Jabiru Options exercisable at \$0.30 on or before 23 June 2011 (vested)
695,000 Jabiru Options exercisable at \$0.57 on or before 1 November 2011 (vested)
410,000 Jabiru Options exercisable at \$1.00 on or before 1 July 2012 (vested)
3,400,000 Jabiru Options exercisable at \$0.61 on or before 31 March 2013, of which:

1,594,000 have vested

903,000 vest on 31 March 2011
903,000 vest on 31 March 2012
8,104,170 EIS Performance Rights
2,751,800 PRP Performance Rights

16.2 Continuous disclosure

Jabiru is a disclosing entity under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules. These obligations require Jabiru to notify ASX of information about specified matters and events as they occur for the purpose of making that information available to the market. In particular, Jabiru has an obligation (subject to limited exceptions) to notify ASX immediately on becoming aware of any information which a reasonable person would expect to have a material effect on the price or value of Jabiru Shares.

Copies of the documents filed with the ASX may be obtained from the ASX website at asx.com.au and Jabiru's website at jabirumetals.com.au.

In addition, Jabiru will make copies of the following documents available for inspection at Jabiru's offices which are located at Ground Floor, 1205 Hay Street, West Perth, Western Australia 6005 (between 9.00 am and 5.00 pm on business days):

  • (a) Annual Report 2010, lodged with the ASX on 21 October 2010;
  • (b) Half-Year Report, lodged with the ASX on 21 February 2011;
  • (c) Jabiru's Constitution, lodged with the ASX on 6 December 2010; and
  • (d) any continuous disclosure document lodged by Jabiru with ASX between the lodgement of the Annual Report 2010 and the date of this Target's Statement.

Copies of documents lodged with ASIC in relation to Jabiru may be obtained from, or inspected at, an ASIC office.

16.3 Taxation considerations

The taxation consequences of accepting Independence's Offer will depend on the circumstances of individual shareholders. A general outline of taxation consequences of accepting Independence's Offer is set out in section 9 of the Bidder's Statement. You should consult a taxation adviser if you need further information regarding your taxation position.

If you are in any doubt as to the action you should take in relation to Independence's Offer, you should consult a professional adviser.

16.4 ASIC modifications and exemptions

Jabiru has not obtained from ASIC any modifications of, or exemptions from, the Corporations Act in relation to this Target's Statement. However, ASIC has published various instruments providing for modifications and exemptions that apply generally to all persons, including Jabiru.

16.5 Consents

Hartleys Limited has given, and not withdrawn prior to the lodgement of this Target's Statement with ASIC, its written consent to be named in this Target's Statement as Jabiru's financial adviser in the form and context it is so named. Hartleys Limited takes no responsibility for any part of this Target's Statement other than any reference to its name.

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

Ernst & Young has given, and not withdrawn prior to the lodgement of this Target's Statement with ASIC, written consent to being named in this Target's Statement as Jabiru's auditor and to the inclusion of references to the Annual Report 2010 in section 0 and the Half-Year Report in sections 1, 11.1 and 0 in the form and context in which those statements appear. Ernst & Young takes no responsibility for any part of this Target's Statement other than any reference to its name and the references to the abovementioned financial statements.

Neil Martin has given, and not withdrawn prior to the lodgement of this Target's Statement with ASIC, his written consent to the inclusion in this Target's Statement of all statements made by him or attributed to or derived from those statements in the form and context in which they are included in sections 1.1 to 1.5.

This Target's Statement includes or is accompanied by statements which are made in or based on statements made in documents lodged with ASIC or on the company announcement platform of 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, those statements being included in this Target's Statement. If you would like to receive a copy of any of these documents please contact Victoria Twiss on +61 (8) 9426 8300 and you will be sent copies free of charge.

As permitted by ASIC Class Order 07/429 this Target's Statement contains share price trading data sourced from IRESS without its consent.

In addition, as permitted by ASIC Class Order 03/635, this Target'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.

16.6 No other material information

There is no information that holders of Jabiru Shares and their professional advisers would reasonably require to make an informed assessment whether or not to accept Independence's Offer and reasonably expect to find in this Target's Statement that is known to any of the Directors other than:

  • (a) information set out in this Target's Statement and the Bidder's Statement and Independence's Offer; and
  • (b) information which has previously been disclosed to the holders of Jabiru Shares or disclosed to ASX or ASIC under the regular reporting and disclosure obligations to which Jabiru is subject as a disclosing entity for Corporations Act purposes.

The Directors have assumed, for the purposes of this Target's Statement, that the information in the Bidder's Statement is accurate. However, the Directors do not take any responsibility for the contents of the Bidder's Statement and are not to be taken as endorsing, in any way, any or all statements contained in it.

17. DEFINITIONS AND INTERPRETATION

17.1 Definitions

The following definitions apply in interpreting this Target's Statement, except where the context makes it clear that a definition is not intended to apply:

Acceptance Form means the form with that title that accompanied the Bidder's Statement.

AngloGold means AngloGold Ashanti Limited, a company incorporated in the Republic of South Africa under Registration Number 1944/017354/06.

Announcement Date means 9 February 2011.

Annual Report 2010 means Jabiru's annual report for the financial year ended 30 June 2010, as lodged with ASX on 21 October 2010.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Settlement Operating Rules means the operating rules of the settlement facility provided by ASX Settlement Pty Ltd.

Bid Implementation Agreement means the agreement of that name, entered into between Jabiru and Independence on the Announcement Date, the key terms of which are summarised in Annexure A to this Target's Statement.

Bidder's Statement means the bidder's statement received by Jabiru from Independence under Part 6.5 of the Corporations Act on 23 February 2011.

Board means the board of directors of Jabiru.

CHESS means the Clearing House Electronic Subregister System, which provides for electronic share transfer in Australia.

CHESS Holding means a number of Jabiru Shares which are registered on the Jabiru share register being a register administered by ASX Settlement Pty Ltd and which records uncertificated holdings of shares.

Competing Proposal means a bona fide proposal or offer that, if successfully completed, would result in a person other than Independence or its associates:

  • (a) directly or indirectly acquiring a relevant interest or an economic interest in 20% or more of Jabiru Shares or of the share capital of any of Jabiru's related bodies corporate;
  • (b) directly or indirectly acquiring control of Jabiru;
  • (c) directly or indirectly acquiring or becoming the holder of any interest in all or a substantial part of the business or assets of Jabiru or any of its related bodies corporate; or
  • (d) otherwise acquiring or merging with Jabiru, whether by way of takeover offer, scheme of arrangement, shareholder-approved acquisition, capital reduction, buy back, sale or purchase of shares or assets, joint venture, dual listed company structure (or other synthetic merger) or other transaction or arrangement.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of Jabiru.

EIS Performance Rights means the performance rights issued to senior executives of Jabiru under to the Executive Incentive Scheme.

Employee Share Option Plan or ESOP means the Jabiru Metals Limited Employee Share Option Plan.

Executive Incentive Scheme or EIS means the Long Term Executive Incentive Scheme, approved by Jabiru Shareholders on 26 November 2010 (or an earlier version of that scheme).

Exploration Results has the meaning given to that term in the JORC Code.

Foreign Shareholder means 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 Independence's Offer to a Jabiru Shareholder in the relevant jurisdiction and to issue Independence Shares to such a Jabiru Shareholder on acceptance of Independence's Offer, and that it is not unlawful for such a Jabiru Shareholder to accept Independence's Offer in such circumstances in the relevant jurisdiction.

Government Agency means any government or governmental, semi-governmental, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.

Half Year Report means Jabiru's half year financial report for the 6 months ended 31 December 2010, lodged with the ASX on 21 February 2011.

HMS means heavy media separation.

Independence means Independence Group NL ABN 46 092 786 304.

Independence's Offer means the offer to acquire Jabiru Shares made by Independence in the Bidder's Statement.

Independence Share means a fully paid ordinary share in Independence.

Issuer Sponsored Holdings means a holding of Jabiru Shares on the Jabiru issuer sponsored subregister.

Jabiru means Jabiru Metals Limited ABN 51 060 620 751.

Jabiru Option means an unlisted option over an unissued Jabiru Share.

Jabiru Optionholder means the holder of a Jabiru Option.

Jabiru Performance Rights means the EIS Performance Rights and the PRP Performance Rights.

Jabiru Share means a fully paid ordinary share in Jabiru.

Jabiru Shareholder means a registered holder of Jabiru Shares.

JORC Code means the 2004 Edition of the Australia Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, which comprises Appendix 5A of the Listing Rules.

Listing Rules means the listing rules of ASX.

Metals X means Metals X Limited ABN 25 110 150 055.

Notice of Status of Conditions means Independence's notice disclosing the status of the conditions of Independence's Offer, which is required to be given by section 630(3) of the Corporations Act.

Offer Period means the period during which Independence's Offer is open for acceptance by Jabiru Shareholders.

Participant means an entity admitted to participate in CHESS under the ASX Settlement Operating Rules.

Performance Rights Plan or PRP means the Jabiru Metals Limited Performance Rights Plan.

PRP Performance Rights means the performance rights issued to employees, contractors or consultants of Jabiru under the Performance Rights Plan.

Public Authority means 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 any other stock exchange.

Resource has the meaning given to Mineral Resource in the JORC Code.

S&P/ASX 100 Index means the index of that name published by Standard & Poor's (or any successor of or replacement for that index).

S&P/ASX 200 Index means the index of that name published by Standard & Poor's (or any successor of or replacement for that index).

Superior Proposal means a Competing Proposal that the Board, based upon a written opinion from its financial advisers, has determined in good faith and acting reasonably is:

  • (a) reasonably capable of being valued and completed, taking into account all aspects of the Competing Proposal and the person or persons making it; and
  • (b) more favourable to Jabiru Shareholders than Independence's Offer, taking into account all terms and conditions of the Competing Proposal.

Takeover Bid means the off-market takeover bid constituted by the dispatch of Independence's Offer in accordance with the Corporations Act.

Target's Statement means this target's statement, being the statement made by Jabiru under Part 6.5 Division 3 of the Corporations Act relating to Independence's Offer.

VMS means volcanogenic massive sulphide.

VWAP means volume weighted average price, for the stated number of trading days.

17.2 Interpretation

  • (a) Words and phrases which are defined by the Corporations Act have the same meaning in this Target's Statement and, if a special meaning is given for the purposes of Chapter 6 or 6A or a provision of Chapter 6 or 6A of the Corporations Act, have that special meaning.
  • (b) Headings are for convenience only, and do not affect interpretation.
  • (c) The following rules also apply in interpreting this Target's Statement, except where the context makes it clear that a rule is not intended to apply:
  • (i) a singular word includes the plural, and vice versa;
  • (ii) a word which suggests one gender includes the other genders;
  • (iii) if a word is defined, another part of speech has a corresponding meaning;
  • (iv) references in this Target's Statement to Parts, sections, paragraphs and sub-paragraphs are to Parts, sections in (Part C), paragraphs and subparagraphs of this Target's Statement;
  • (v) a reference to any legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
  • (vi) a reference to a person includes a body corporate;
  • (vii) a reference to dollars, \$, A\$ or AUD is to the lawful currency in Australia;
  • (viii) a reference to US dollars, US\$ or USD is to the lawful currency in the United States of America; and
  • (ix) annexures to this Target's Statement form part of it.

DATED 28 February 2011

SIGNED for Jabiru Metals Limited by Gary Comb, being a Director of Jabiru Metals Limited who is authorised to so sign under a resolution passed at a meeting of the Directors of Jabiru Metals Limited.

Gary Comb Managing Director

ANNEXURE A – SUMMARY OF KEY BID IMPLEMENTATION AGREEMENT TERMS

1. Exclusivity obligations

From the signing of the Bid Implementation Agreement until the earliest of the end of the Offer Period, the date that is 12 months after the date of the Bid Implementation Agreement or termination of the Bid Implementation Agreement, 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 three business days to amend its bid terms to 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.

2. Break fee

Jabiru is obliged to pay a break fee to Independence of \$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;
  • any of the Directors fail to recommend Independence's Offer to Jabiru Shareholders, revokes such a recommendation or recommends a Competing Proposal;
  • Jabiru breaches specified clauses of the Bid Implementation Agreement including the obligations to promote Independence's Offer 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 Bid Implementation Agreement due to a prescribed occurrence in respect of Independence (see below).

3. Termination

Either Jabiru or Independence may terminate the Bid Implementation Agreement by written notice:

  • where there is a material breach of the Bid Implementation Agreement 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 Independence's Offer or Independence's Offer lapses for any reason, including not satisfying the bid conditions.

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

Jabiru may terminate the Bid Implementation Agreement if certain prescribed occurrences occur in relation to Independence, including insolvency events, certain changes in the capital structure of Independence, 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 – BID CONDITIONS

Subject to section 11.9 of the Bidder's Statement, the completion of Independence's Offer and any contract that results from an acceptance of Independence's Offer is subject to the fulfilment of the conditions set out below:

1. Minimum acceptance

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

2. No regulatory action

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

  • (a) there is not in effect any preliminary or final decision, order or decree issued by any Public Authority;
  • (b) no action or investigation is announced, commenced or threatened by any Public Authority; and
  • (c) no application is made to any Public Authority (other than by Independence or any associate of Independence),

in consequence of or in connection with Independence's 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 Independence's 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 Jabiru Shares or any material assets of Jabiru or any subsidiary of Jabiru.

3. No material adverse change

  • (a) Between the Announcement Date and the end of the Offer Period (each inclusive) none of the following occurs:
  • (i) an event, change, condition, matter or thing occurs;
  • (ii) information is disclosed or announced by Jabiru or any of its subsidiaries concerning any event, change, condition, matter or thing; or
  • (iii) 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 million or acceleration or modification of the obligations of Jabiru or any subsidiary under any material agreement.

(b) For the purposes of paragraph (3)(a), 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

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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.

(c) Paragraph (3)(a) 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.

4. No prescribed occurrences

Between the Announcement Date and the date three 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:

  • (a) Jabiru converting all or any of the Jabiru Shares into a larger or smaller number of shares under section 254H of the Corporations Act;
  • (b) Jabiru or a subsidiary of Jabiru resolving to reduce its share capital in any way;
  • (c) 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;
  • (d) Jabiru or a subsidiary of Jabiru making an issue of Jabiru Shares (other than Jabiru Shares issued as a result of the exercise of Jabiru Options into Shares or vesting of Jabiru Performance Rights) or granting an option over the Jabiru Shares (including granting any performance rights) or agreeing to make such an issue or grant such an option;
  • (e) Jabiru or a subsidiary of Jabiru issuing, or agreeing to issue, convertible notes;
  • (f) Jabiru or a subsidiary of Jabiru disposing or agreeing to dispose, of the whole, or a substantial part, of its business or property;
  • (g) Jabiru or a subsidiary of Jabiru charging, or agreeing to charge, the whole, or a substantial part, of its business or property;
  • (h) Jabiru or a subsidiary of Jabiru resolving that it be wound up;
  • (i) the appointment of a liquidator or provisional liquidator of Jabiru or of a subsidiary of Jabiru;
  • (j) the making of an order by a court for the winding up of Jabiru or of a subsidiary of Jabiru;
  • (k) an administrator of Jabiru or of a subsidiary of Jabiru being appointed under section 436A, 436B or 436C of the Corporations Act;
  • (l) Jabiru or a subsidiary of Jabiru executing a deed of company arrangement;

(m) 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:

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

5. Representations and warranties

The representations and warranties provided by Jabiru to Independence under the Bid Implementation Agreement in relation to Independence's 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).

6. 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).

7. 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:

  • (a) Independence's Offer to be lawfully made to and accepted by Jabiru shareholders; and
  • (b) 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.

8. 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:

(a) 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

  • (b) any such agreement or other such instrument being terminated or modified or any action being taken or arising thereunder;
  • (c) 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;
  • (d) 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
  • (e) the business of Jabiru or any Jabiru subsidiary with any other person being adversely affected.

9. 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:

  • (a) the manner in which Jabiru conducts its business;
  • (b) the nature (including balance sheet classification), extent or value of the assets of Jabiru; or
  • (c) 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:

  • (d) 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;
  • (e) 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
  • (f) 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.

10. 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:

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

11. 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:

  • (a) a takeover bid for, or scheme of arrangement proposed by Jabiru, under the Corporations Act;
  • (b) the acquisition by that person or an associate of substantially all the assets and operations of Jabiru; or
  • (c) 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 Independence's Offer.

12. Minimum bid price rule

Independence is able to proceed with Independence's 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).

ANNEXURE C – ASX ANNOUNCEMENTS SINCE 30 JUNE 2010

Date Announcement
12/07/2010 Resources Victoria Conference 2010 Presentation
19/07/2010 June Quarterly Activities Report
19/07/2010 Clarification on Production Figures and Timing
27/08/2010 Appendix 4E Preliminary Financial Report and Financial Report
09/09/2010 Jaguar Project Ore Reserve Increase
09/09/2010 Form 603 Notice of Initial Substantial Holder
20/09/2010 A\$14 Million Silver Hedge Financing
21/09/2010 Jaguar Project strike extended to 50km
23/09/2010 Jaguar Project Heavy Media Plant
27/09/2010 Jaguar Project Concentrator Upgrade Study
30/09/2010 Presentation by Managing Director
01/10/2010 Presentation to Mining Journal Investor Seminar, London
11/10/2010 Becoming a substantial holder
12/10/2010 Becoming a substantial holder
13/10/2010 Stockman Native Title Agreement
13/10/2010 Company Insight - MD Gary Comb on Growth Strategy
18/10/2010 Stockman Native Title Consent
21/10/2010 September Quarterly Activities Report
21/10/2010 Annual Report to shareholders
21/10/2010 Becoming a substantial holder
26/10/2010 Notice of Annual General Meeting/Proxy Form
12/11/2010 Stockman Project Mining Lease Granted
23/11/2010 Bentley Resource Upgrade
26/11/2010 2010 AGM Presentation
26/11/2010 Results of 2010 Annual General Meeting
03/12/2010 Ceasing to be a substantial holder
06/12/2010 Stockman Project Scoping Study Confirms Project Economics
Date Announcement
06/12/2010 Constitution
14/12/2010 Change of Director's Interest Notice - Barry Bolitho
17/12/2010 JML Securities Trading Policy
17/01/2011 Project Pipeline Materialising
18/01/2011 Appendix 3B
09/02/2011 IGO: IGO Announces Recommended Takeover of Jabiru
09/02/2011 Independence Group Announces Recommended Takeover of Jabiru
09/02/2011 MLX: Share Sale and Pre-bid Agreement
09/02/2011 IGO: IGO Takeover of JML - Investor Presentation
09/02/2011 Change in substantial holding from MLX
09/02/2011 IGO recommended takeover bid for JML - Investor Presentation
09/02/2011 Becoming a substantial holder from IGO
21/02/2011 Appendix 4D and Half Year Financial Report 31 December 2010
22/02/2011 Becoming a substantial holder
23/02/2011 IGO: Jabiru Metals Limited - Bidders Statement
24/02/2011 Jaguar Project Power Supply

CORPORATE DIRECTORY

Company

Jabiru Metals Limited Ground Floor, 1205 Hay Street West Perth, Western Australia, 6005

Jabiru Shareholder information line

1800 614 482 (toll free within Australia)
+61 2 8256 3389 (outside Australia)

Directors

Mr Barry Bolitho Mr Ross Kestel Mr Gary Comb

Financial Adviser

Hartleys Limited Level 6, 141 St Georges Terrace Perth, Western Australia, 6000

Legal Adviser

Blake Dawson Level 32, Exchange Plaza 2 The Esplanade Perth, Western Australia, 6000 Jabiru Metals Limited Target's Statement

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Ground Floor, 1205 Hay Street West Perth WA 6005 T +61 8 9426 8300 F +61 8 9426 8399 E [email protected] jabirumetals.com.au PO Box 1114, West Perth, WA 6872