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METRO MINING LIMITED M&A Activity 2014

Sep 25, 2014

65351_rns_2014-09-25_bb5f608f-c74c-42ba-86b3-c41072a9fab4.pdf

M&A Activity

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HopgoodGanim

26 September 2014

Australian Securities Exchange Company Announcement Platform

By facsimile: 1300 135 638

1486646 - Katherine Hammond Our Ref:

This electronic transmission is intended only for the use of the individual or entity to which it is addressed and may contain information that is privileged, confidential and/or exempt from disclosure under applicable law. If you are not the intended recipient, any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone, return the original electronic transmission to us at the address below by post and delete or destroy any electronic or other copies. Thank you.

Dear Sir/Madam

MetroCoal Limited - off-market takeover bid for Cape Alumina Limited - notice of variation (extension)

We refer to MetroCoal Limited's off market takeover offer for all of the fully paid ordinary shares that it does not already hold in Cape Alumina Limited (Offer) pursuant to its bidder's statement dated 19 August 2014 (Bidder's Statement), as supplemented by its first supplementary Bidder's Statement dated 27 August 2014.

Please find attached a copy of MetroCoal's notice to vary the Offer by extending the Offer period, in accordance with section 650D and section 630(2) of the Corporations Act.

The Offer now closes at 7:00pm (Brisbane time) on 17 October 2014.

The Notice has been or will be lodged with ASIC and Cape Alumina today and is being sent to Cape Alumina shareholders in accordance with the Corporations Act 2001 (Cth) (as varied by Class Order CO 13/521).

Yours faithfully

Hamm HopdoódGanii

Katherine Hammond Contact Associate T 07 3024 0343 F 07 3024 0043 E [email protected]

Partner responsible: Michael Hansel

BRISBANE

Level 8, Waterfront Place 1 Eagle Street Brisbane Qld 4000 Australia

PO Box 7822, Waterfront Place Brisbane Qld 4001 Australia

ABN: 54 105 489 661

BRISBANE

T +617 3024 0000 F +61730240300

PERTH

$T + 61892118111$ F +61892261696

www.hopgoodganim.com.au

Notice of Variation – extension of offer period and date for notice on the status of defeating conditions under section 650D and section 630(2) of the Corporations Act 2001 (Cth)

Off-market takeover offer by MetroCoal Limited for the ordinary shares in Cape Alumina Limited

To: Australian Securities and Investment Commission (ASIC):

Cape Alumina Limited ACN 107 817 694 (Cape):

ASX Limited (ASX): and

Each person (other than MetroCoal) on the most recent register obtained by MetroCoal to whom MetroCoal would have had to send the Bidder's Statement and offers under item 6 of subsection 633(1) if the date set by the Bidder under 633(2) had been the date at which holdings are recorded on that register (including persons who have accepted the Offer (Current Cape Shareholders).

This is a notice given by MetroCoal Limited ACN 117 763 443 (MetroCoal) in relation to its offers dated 2 September 2014 made under its off-market takeover bid to acquire up to 100% of the ordinary shares in Cape (Offer) pursuant to its bidder's statement dated 19 August 2014, as supplemented by a supplementary bidder's statement dated 27 August 2014 (Bidder's Statement). Capitalised terms which are not defined in this notice have the meaning given to them in the Bidder's Statement.

$11$ Extension of Offer Period

In accordance with section 650D of the Corporations Act 2001 (Cth) (Act). MetroCoal gives notice that MetroCoal varies its Offer by:

  • extending the period during which the Offers will remain open so that the Offer will now close $(a)$ at 7:00pm (Brisbane time) on 17 October 2014 (instead of 3 October 2014), unless further extended or withdrawn in accordance with the Act; and
  • substituting the date "17 October 2014" for "3 October 2014" in the 'Important Dates' table, the $(b)$ Chairman's Letter, Section 1.3.4.12.6, 12.7 and 14.1 (Definition of Closing Date) of the Bidder's Statement, the Entitlement and Acceptance Form and in all other instances where 3 October 2014 appears as the last day of the offer period in relation to the Offer.

$21$ Date for giving notice as to status of conditions under the Offer

In accordance with section 630(2) of the Act, MetroCoal gives notice that:

  • the new date in Section 12.5 for giving notice under section 630 of the Act as to the status of $(a)$ the defeating conditions set out in Section 11.2 of the Bidder's Statement (Defeating Conditions) is 10 October 2014; and
  • as at the date of this notice all Defeating Conditions [items (a) $-$ (e)], which are only capable of $(b)$ being fulfilled at the end of the Offer Period, have not been fulfilled and the Offer has not been freed of those conditions.

A copy of this notice was lodged with ASIC on 26 September 2014. ASIC takes no responsibility for the contents of this notice.

Signed for an on behalf of MetroCoal pursuant to the authority of a unanimous resolution of the MetroCoal directors in reliance on Class Order Co 13/521.

Director, Stephen Everett Dated: 26 September 2014