LCL RESOURCES LIMITED — Merger & Acquisition 2008

Dec 23, 2008

SUPPLEMENTARY

BIDDER'S STATEMENT

FOR OFF-MARKET OFFERS MADE BY

METMINCO LTD

ACN 119 759 349

OFFERS TO ACQUIRE ALL YOUR SHARES AND OPTIONS IN

HAMPTON MINING LIMITED

ACN 103 712 385

2.5 Metminco Shares for every Hampton Share 1.875 Metminco Shares for every Hampton Mar 09 Option 0.9 Metminco Shares for every Hampton Apr 09 Option

This is an important document and requires your immediate attention. If you are in any doubt as to how to deal with it, you should obtain advice from your legal, financial or other adviser immediately. Further information: Please call 03 5332 2100 if you have any questions or require assistance with your acceptance. For instructions on how to accept the Offers, see section 12 of the Bidder's Statement.

I NT RODU CT I ON

This document is a Supplementary Bidder's Statement dated 24 December 2008 and is supplementary to the Bidder's Statement dated 10 December 2008 given by Metminco Limited (Metminco) to Hampton Mining Limited (Hampton) under Part 6.5 of the Corporations Act and lodged with ASIC on 10 December 2008.

Words and phrases defined in the Bidder's Statement have the same meanings where used in this Statement. This Statement will prevail over the Bidder's Statement to the extent of any inconsistency. References to "sections" are to sections in the Bidder's Statement.

K EY D AT ES

The following amended dates apply to the events specified below in the Key Dates section on page 7 of he Bidder's Statement:

Expected date for despatch of Notice of Meeting for Metminco Shareholders Meeting Metminco Shareholders Meeting to approve Offer Scheduled closing date of Offers (unless extended)

16 January 2009 17 February 2009 24 February 2009

C ONS EQUEN T I AL C HAN G ES T O D AT ES

The following changes are made as a consequence of the above changes in Key Dates.

Section No.	Section Heading	Replace	With
	Chairman's Letter	30 January2009	24 February2009
1.3	OtherQuestions- Whendo the Offers close?	30 January2009	24 February2009
3.5	The Offer Period	30 January2009	24 February2009
3.9	How to Accept the Offers	30 January2009	24 February2009
12.2.8	Metminco Shareholder Approval	9February2009	17 February2009
12.5.8	Metminco Shareholder Approval	9February2009	17 February2009
12.8.8	Metminco Shareholder Approval	9February2009	17 February2009
12.10	Offer Period	30 January2009	24 February2009
12.20	Notice on the status of conditions	23 January2009	17 February2009
	Glossary-Offer Period	30 January2009	24 February2009

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S EC TI ON 1 F R EQU ENT L Y A SK ED Q UEST I ONS AB O UT T HE O F FER S

Sections 1.1 and 1.2 of the Bidder's Statement are amended as follows:

An additional factor is included in the answer to the following question in section 1.1 - Share Offer.

	Are there any conditions to the Share Offer?		Additional factor: - Shareholders of Metminco have approved the takeover of Hampton by Metminco-see section12.8for fulldetails ofthis condition.

The same additional factor is included in the answer to the question "Are there any conditions to the Options Offers?" in section 1.2 Options Offers.

S EC TI ON 8.2 C API T AL S T RU CT U RE AN D O WN ERS HI P

The first 2 paragraphs of, and Table 12 in, section 8.2 of the Bidder's Statement are replaced by the following:

As at 10 December 2008, Metminco had 53,000,005 fully paid ordinary shares on issue. If all Hampton Security Holders accept the Offers, Metminco will issue up to a maximum of 556,330,128 additional Metminco shares to Hampton Security Holders.

Assuming that Metminco acquires 100% of the shares in Hampton, the following table shows the issued and fully paid share capital of Metminco as it will be immediately following completion of the Offers, based on the number of Hampton securities set out below.

Table 1 - Share Capital of Metminco at date of this Bidder's Statement, adjusted for Acquisition

Metminco

Metminco
Shares on issue		53,000,005
Hampton Shares on issue Mar 09 Options (1) Apr 09 Options (1) Fully diluted (1)	Hampton Securities Offer Ratio	Metminco Shares 520,517,628 17,812,500 18,000,000 556,330,128
	208,207,051 2.5 9,500,000 1.875 20,000,000 0.900 237,707,051
Metminco (post merger) (assuming 100% acceptance) Shares on issue Current Metminco 53,000,005 Hampton acceptances 556,330,128 Metminco Options (MNCO) Fully diluted		609,330,133 26,230,017 635,560,150
Ownership Composition (post-merger)(1) Metminco shareholders Hampton shareholders
		Excl. MNCO	Incl. MNCO
		8.70% 12.47% 91.30% 87.53%
		100.00% 100.00%

Note

• (1) Assumes that Metminco acquires but does not exercise the Hampton Options.

S EC TI ON 8.4 P RO - FOR MA C ON SOL I D AT ED B AL ANC E S HEET S F OR T HE M ER GED G ROUP

The Pro-forma Balance Sheets provided in sections 8.4.1 and 8.4.2 of the Bidder's Statement are replaced by the Pro-forma Balance Sheets set out below and section 8.4.4 is replaced by the section below.

These replacements are made due to the following accounting interpretation:

• The Australian Accounting Standard relating to acquisition accounting, AASB 3 Business Combinations, requires that all business combinations must be accounted for by applying the purchase method. This requires an acquirer to be identified based on control, defined as "the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities". This may result in the legal acquirer in a business combination not being treated as the acquirer from an accounting perspective. Paragraphs 6 and 7 of AASB 3, AASB 127 and paragraphs B-14-B18 of AASB 3 clarify how the treatment should be applied.

• If Metminco (as the parent entity, in legal terms) acquires Hampton in accordance with the terms of the Offers, the current shareholders of Hampton (in the subsidiary, in legal terms) will hold in

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excess of 90% of the expanded share capital of Metminco. This will make Hampton the acquirer under AASB 3 unless it can be demonstrated that such ownership does not constitute control. • Metminco intends to appoint one or more Hampton directors (if they consent to appointment) to the Board of Metminco and to seek agreement from the managing director of Hampton to become the managing director of Metminco. See section 8 of the Bidder's Statement.

Based on this interpretation, the Pro-forma Balance Sheets provided below have been prepared as if Hampton was the acquirer.

Hampton Securityholders should be aware that this treatment is made for the purposes of Accounting Standards but does not result in any Hampton shareholder having control of Metminco in a legal terms.

S EC TI ON 8.4.1 B ALANC E SH EET (1): P RO - FOR M A B ASED ON 100% CONT ROL

Table 2 - Metminco Pro forma Balance Sheet as at 30 June 2008 based on 100% Control

ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Receivables Investment accounted for using equity method Property, plant & equipment Goodwill Exploration and evaluation expenditure TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Short-term provisions TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued Capital Reserves Retained earnings TOTAL EQUITY	$ 21,584,368 104,253 445,798
	22,134,419 628,321 1,627,351 159,209 7,646 10,812,586
	13,235,113
	35,369,532 768,646 4,528
	773,174
	773,174
	34,596,358
	38,801,988 -1,723,414 -2,482,216
	34,596,358

S EC TI ON 8.4.2 B ALANC E SH EET (2): P RO - FOR M A B ASED ON 60% C ON T R OL

Table 3 - Metminco Pro forma Balance Sheet as at 30 June 2008 based on 60% Control

Scenario (1) ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Receivables Investment accounted for using equity method Property, plant & equipment Goodwill Exploration and evaluation expenditure	A - Acquire all Hampton Options B - Acquire Mar 09 Options only C- Acquire Apr 09 Options only 2008 2008 2008
	$ $ $ 13,897,332 13,897,332 13,897,332 62,552 62,552 62,552 280,075 280,075 280,075
	14,239,959 14,239,959 14,239,959 376,993 376,993 376,993 976,411 976,411 976,411 105,375 105,375 105,375 41,145 39,418
	6,801,846 6,801,846 6,801,846

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TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Short-term provisions TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued Capital Reserves Retained earnings TOTAL EQUITY	8,260,625 8,301,770 8,300,043
	22,500,584 22,541,729 22,540,002 542,200 542,200 542,200 4,528 4,528 4,528
	546,728 546,728 546,728
	546,728 546,728 546,728
	21,953,856 21,995,001 21,993,274
	24,361,053 24,518,379 24,516,652 -917,867 -1,034,048 -1,034,048 -1,489,330 -1,489,330 -1,489,330
	21,953,856 21,995,001 21,993,274

Note

• (1) Note that this Balance Sheet provides three alternative scenarios under which Metminco could achieve 60% ownership of the share capital of Hampton:

• A acceptance of the Share Offer for sufficient shares to achieve a 60% interest and acceptance of both of the Option Offers;

• B acceptance of the Share Offer for sufficient shares to achieve a 60% interest, acceptance of the Mar 09 Option Offer and non-acceptance of the Apr 09 Option Offer;

• C acceptance of the Share Offer for sufficient shares to achieve a 60% interest, non-acceptance of the Mar 09 Option Offer and acceptance of the Apr 09 Option Offer.

S EC TI ON 8.3.4 H A MPT ON A C QU I SI T I ON

• (a) Financial information regarding Hampton other than Hampton's 2008 Half Year Financial Report (which was obtained from Hampton) has been obtained from publicly available sources. Metminco is not aware of any events subsequent to the Hampton balance date used in the pro-forma 30 June 2008 which would materially alter the information presented above.

• (b) The pro-forma information presented in balance sheets (1) and (2) assumes the acquisition of Hampton by Metminco had been completed by that date. The actual date of the acquisition will be at a later date.

• (c) The pro-forma information presented in balance sheet (2) where Metminco acquires 60% of Hampton Shares has been adjusted to reflect the transaction costs and consideration where Metminco acquires 60% of Hampton Shares on a pro-rata basis.

• (d) A reduction in cash of $150,000 in the balance sheets (1) and (2) where Metminco has acquired 100% and 60% respectively of Hampton Shares, reflects transaction costs that may be incurred when acquiring 100% and 60% respectively of Hampton Shares. These are estimates only.

• (e) Intangible assets recognised on acquisition may need to be amortised over the period of their economic benefit to the Merged Group and such amortisation charges reduce future reported earnings. Due to limited public information available, it is not possible for Metminco to identify these intangible assets and consequent amortisation at this time.

• (f) Cash and Issued Capital have been increased by $700,000 from the 30 June 2008 Balance Sheets to reflect cash raised by Hampton since 30 June 2008 through the exercise of 5,600,000 March 2009 options.

S EC TI ON 11.13 FIRB A PPR OVA L

In the Bidder's Statement, the pro forma consolidated balance sheet for Metminco for a 100% acquisition in section 8.4.1, after completion of the acquisition, showed total assets in excess of $100 million. On that basis, it would have been necessary for any Hampton Security Holder wishing to accept the Offers who is a foreign resident with a 15% or greater interest in Hampton, to notify the Treasurer seeking approval for the investment, through the Foreign Investment Review Board (FIRB) under the Foreign Acquisitions and Takeovers Act 1975 (FATA Act). The change in accounting treatment described in the replacement section 8.4.1 shows total assets of less than $100 million. As a result, FIRB approval is not required.

Dated 24 December 2008

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John A Fillmore Chairman, Metminco Limited

being a director of Metminco Limited authorised to sign this Supplementary Bidder's Statement pursuant to a unanimous resolution passed at a meeting of the directors of Metminco Limited held on 24 December 2008.

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