IGO LIMITED — Merger & Acquisition 2016

Nov 13, 2016

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14 November 2016

The Manager Market Announcements Office ASX Limited

Dear Sir / Madam

Takeover bid by Independence Group NL ABN 46 092 786 304 for Windward Resources Limited Notice of compulsory acquisition following takeover bid

We attach, pursuant to section 661B(1)(d) of the Corporations Act 2001 (Cth), an ASIC Form 6021 (Notice of compulsory acquisition following takeover bid) (the Notice ), which was lodged with ASIC today and will be sent to WIN shareholders by tomorrow, together with a sample copy of the letter which will be sent to WIN shareholders accompanying the Notice.

Yours faithfully

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Joanne McDonald Company Secretary Independence Group NL

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14 November 2016

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WINTKO

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Windward Shareholder and/or Option holder

Compulsory acquisition of shares in Windward

As you may be aware, Independence Group NL ABN 46 092 786 304 ( IGO ) has a relevant interest in more than 90% of the ordinary shares in Windward Resources Limited ABN 38 158 432 270 ( Windward ) and IGO has acquired more than 75% of the Windward shares that it offered to acquire under the bid contained in the bidder’s statement dated 10 October 2016 ( Offer ), excluding those Windward shares that it had a relevant interest as at the start of the offer period.

Accordingly, IGO will now acquire the remaining shares under the compulsory acquisition provisions of the Corporations Act 2001 (Cth), including any shares issued as a result of the exercise of Windward options prior to the end of the offer period and which have not been accepted into the Offer. The compulsory acquisition will be on the same terms as the Offer (ie consideration of $0.19 per Windward share).

Shareholders who have not accepted the Offer may still do so up to 7pm (Sydney time) on 30 November 2016. Shareholders who accept the Offer by this date will receive the consideration for their shares within 5 business days of their acceptance being processed, instead of having to wait for their shares to be compulsorily acquired under the compulsory acquisition process.

On completion of the compulsory acquisition procedure, IGO will pay to Windward the consideration for your Windward shares. You will then be entitled to claim the consideration from Windward.

Windward will give notice to shareholders once it has received the consideration and advise as to how you may claim the consideration. Subject to the Corporations Act 2001 (Cth), this will occur in around 5 to 6 weeks after the date of this letter.

See also the enclosed copy of ASIC Form 6021 – Notice of compulsory acquisition following takeover bid (the Notice ), which sets out the compulsory acquisition procedure and your rights.

Under ASX Listing Rule 17.4, ASX will suspend quotation of Windward’s shares 5 business days after the date of the Notice. Once suspended, ASX will remove Windward from the official list at the close of trading on a date to be determined. If you have any queries in relation to the takeover bid or the compulsory acquisition process, please contact the Offer Information Line on 1300 648 152 (within Australia) or +61 3 9415 4164 (from outside Australia).

Yours faithfully

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Joanne McDonald Company Secretary Independence Group NL

Samples/000001/000001

Australian Securities & Investments Commission

Form 6021 Corporations Act 2001 661B(1) (a)

Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)	Form 6021Corporations Act 2001661B(1)(a)
Notice of compulsory acquisition following takeover bid
NoticeDescription of class of securities to which thebid relates Name of target company or body Tick applicable box(es)1.Name of bidderTick one boxDate offers closed or are scheduled to close2.Tick applicable box(es).(see subsection 661A(4) and (4A))Description of securitiesDescription of securities3.Tick one box		To each holder of:
		Ordinary shares
		('Bid Class Securities')
		in
		Name ('the Company')
		Windward Resources Limited
		ACN/ARBN/ARSN
		ACN 158 432 270
		and each holder of securities that will or may be converted into, or confer rights to be issued, in the next 6 weeks,
		securities to which the bid related.
			and each holder of non-transferable securities issued under an employee incentive scheme referred to in
		paragraph 2.
		Under a takeover bid offers were made by
				Independence Group NL (ACN 092 786 304)
		in respect of the acquisition of Bid Class Securities in the company.
		The offers
					closed
					are scheduled to close
		on
		Date
				3		0		/	1		1	/	1		6
		[DD][MM][YY]
		You are, as at the date of this notice, the holder of one or more of the following
		securities in respect of which the takeover offer was made, but have not accepted the offer. (If you haveaccepted the offer but have received this notice you do not need to do anything in response to this notice—the bidder will acquire your securities under the offer.)
					securities to which the bid related issued after the end of the offer period and before the date of this notice
		securities that will or may be converted into, or confer rights to be issued, in the next 6 weeks, securities towhich the bid related
		securities issued under an employee incentive scheme to which restrictions on transfer apply under thecompany’s constitution or the terms of issue, being
		the following securities in the bid class in which the bidder has a relevant interest
		The bidder gives you notice under subsection 661B(1) of the Corporations Act 2001 (‘the Act’) that the bidder has become
		entitled pursuant to subsection
					661A(1)
		661A(3)
		of the Act to compulsorily acquire your securities and desires to acquire those securities.

ASIC Form 6021

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Samples/000001/000002/i12

Continued… Notice

4.Date of lodgement5.6.Tick one box7.8.	4.Date of lodgement5.6.Tick one box7.8.	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this
		notice is lodged with ASIC, to ask the bidder for a written statement of the names and addresses of everyone else the
		bidder has given this notice to.
		This notice was lodged with ASIC on
		Date
			1		4	/	1		1	/	1		6
		[DD][MM][YY]
		Under section 661E of the Act, you have the right, within one month after being given this notice (see paragraph 8) or
		within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of
		this notice), whichever is later, to apply to the Court for an order that the securities not be compulsorily acquired.
		The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid immediately
		before
				this notice was given.
		the end of the offer period.
		Unless the Court otherwise orders, on application made by you under section 661E of the Act within one month after
		being given this notice (see paragraph 8) or within 14 days after being given a statement under section 661D (as
		referred to in paragraph 4 of this notice), whichever is the later, the bidder must comply with paragraph 6 of this notice.
		A notice sent by post to you is taken to be given to you 3 days after it is posted.
Signature		Name of person signingJoanne McDonaldCapacityCompanySecretarySignatureDate signed14/ 11/16[DD][MM][YY]

ASIC Form 6021

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