METRO MINING LIMITED — M&A Activity 2014

Mar 17, 2014

BIDDER'S STATEMENT

ON-MARKET CASH OFFER

issued by

MetroCoal Limited ACN 117 763 443

to acquire all of your fully paid shares in

Cape Alumina Limited ACN 107 817 694

at a price of 0.6 cents cash for each share

ACCEPT THE OFFER

The offer period will commence on 3 April 2014 and will end on 5 May 2014

The offer period may be extended and the price offered for each Share may be varied during the Offer period

Legal Adviser

HopgoodGanim

Broker

This document contains important information and requires your immediate attention. If you are in any doubt as to how to deal with this document, you should consult your legal, financial or other professional adviser immediately.

Table of contents

$\mathbf{1}$ .	Letter to Shareholders
2.	Why you should accept the Offer
3.	Summary of the Offer
4.	Offer and Terms
5.	Information about MetroCoal
6.	Information about Cape
7.	The intentions of MetroCoal in relation to Cape
8.	Provision of cash consideration
9.	Tax considerations
10.	Additional information
11.	Definitions and interpretation
Corporate Directory
ANNEXURE
Annexure 1 - MetroCoal Bid Announcement

Important Dates

Announcement Date of Offer	18 March 2014
Lodgement Date	18 March 2014
Bidder's Statement Date	18 March 2014
Date of Offer	3 April 2014
Offer Period commences	3 April 2014, 10.00am (Sydney Time)
Offer Period ends (unless extended)	5 May 2014*, 4.00pm (Sydney Time)

* MetroCoal may also extend the Offer Period in accordance with the Corporations Act.

Important Notices

This Bidder's Statement relates to an on-market, unconditional cash offer from MetroCoal Limited ACN 117 763 443 (MetroCoal or Bidder) to acquire all the shares in Cape Alumina Limited ACN 107 817 694 (Cape or the Company).

This document is the Bidder's Statement given by MetroCoal to Cape under Part 6.5 of Chapter 6 of the Corporations Act and in compliance with the requirements of Sections 636 and 637 of the Corporations Act, in relation to the Offer contained in Section 4 of this Bidder's Statement.

Australian Securities and Investments Commission

A copy of this Bidder's Statement was lodged with the Australian Securities and Investments Commission (ASIC) on 18 March 2014. Neither ASIC nor any of its officers takes any responsibility for the content of this Bidder's Statement.

Date of the Offer

This Bidder's Statement is dated 18 March 2014. It includes an Offer dated 3 April 2014 (Offer Date) detailed in Section 4 of this document.

Investment Decision

This Bidder's Statement does not take into account the individual investment objectives, financial situation and particular needs of each Cape shareholder. You may wish to seek independent financial and taxation advice before making a decision as to whether or not to accept the Offer for your Cape Shares.

Defined Terms

Terms used in this Bidder's Statement are defined in Section 11.

Disclaimer as to Information

All of the information concerning Cape contained in this Bidder's Statement has been obtained from publicly available sources including public documents filed by Cape or information published by Cape on its website. Neither MetroCoal nor any of its advisers assume any responsibility for the accuracy or completeness of this information. None of the information in this Bidder's Statement relating to Cape has been verified by MetroCoal's board or independently verified by MetroCoal or its respective directors for the purposes of this Bidder's Statement. Accordingly, subject to the Corporations Act. MetroCoal does not make any representation or warranty, express or implied, as to the accuracy or completeness of this information. The information on Cape in this Bidder's Statement should not be considered exhaustive or comprehensive.

The Corporations Act requires the directors of Cape to provide a Target's Statement to Shareholders in response to this Bidder's Statement, setting out certain material information concerning Cape.

$\mathbf{1}$ Letter to Shareholders

18 March 2014

Dear Fellow Cape Shareholder,

On-Market Cash Offer to acquire your Cape Shares

I am pleased to enclose this unconditional cash offer to acquire all of your Cape Alumina Limited ACN 107 817 694 (Cape or the Target) shares via an on-market bid. MetroCoal Limited ACN 117 763 443 (MetroCoal or the Bidder) is offering 0.6 cents cash for every Cape Share held (the Offer). For this purpose, MetroCoal has appointed Wilson HTM to act as its on-market broker.

As an on-market bid, the Offer is free of all conditions and provides you with a straightforward cash exit for your Cape Shares allowing you to realise your cash proceeds on a T+3 basis. By accepting the Offer you will no longer be exposed to the risks and uncertainties presently facing Cape and resource exploration companies generally.

It is intended that MetroCoal will fund the cash required to pay the consideration under the Offer from its cash reserves. As shown in MetroCoal's Half Year Accounts to 31 December 2013, lodged with the ASX on 18 February 2014, show MetroCoal's cash balance of \$7,478,266. As at the date of this Bidder's Statement the MetroCoal Board is not aware of any material change to that cash balance. such that MetroCoal has a demonstrable capacity to provide the cash required to pay the consideration under the Offer.

Details of the Offer are set out in this Bidder's Statement. I encourage you to read it carefully and then accept the Offer as soon as possible. To accept the Offer, please follow the instructions in Section 4 of this Bidder's Statement. The Offer is open for you to accept until 5 May 2014, 4.00pm (Sydney Time) (unless extended).

Yours sincerely.

Stephen Everett Chairman MetroCoal Limited

2. Why you should accept the Offer

$2.1$ MetroCoal's Offer gives you the certainty of cash in highly uncertain times and eliminates your exposure to risks associated with Cape

The Offer is unconditional. You can accept immediately by instructing your broker to sell your Shares. You will receive cash payment within 3 days (i.e. T+3), as per normal market practice.

The Offer allows Cape Shareholders to realise certain value for their Shares. The certainty provided by receiving cash should be compared with the risks and uncertainties associated with remaining a Shareholder in a junior exploration company. In particular, there is uncertainty regarding Cape's capacity to fund, or undertake generally, future exploration activities and its ability to subsequently fund and undertake the capital intensive commercialisation of its exploration properties.

$2.2$ Cape Shares are illiquid

The market for Cape Shares on ASX are illiquid. Depending on the level of acceptances MetroCoal receives under the Offer, the market for Cape Shares may become more illiquid.

ACCEPT THE OFFER

• The closing date of the Offer is 5 May 2014, 4.00pm (Sydney Time) (unless extended). $\bullet$
• Further details of the Offer and how you can accept are included in Section 4 of this Bidder's $\bullet$ Statement.
• If you choose not to accept this Offer, you should consult your Broker or legal, financial or $\bullet$ other professional adviser to ascertain the impact that the above outcome may have on you and on the value of your Cape Shares.

Summary of the Offer $\mathbf{3}$

This summary of the Offer provides a general overview only and should be read together with the detailed information set out in the remainder of this Bidder's Statement.

Who is making the Offer?	The Offer is being made by MetroCoal through MetroCoal's broker, Wilson HTM. MetroCoal is offering to acquire all of the ordinary shares in Cape.
What is the Offer Price?	The Bidder is offering a cash amount of 0.6 cents for each of your Cape Shares.
What are the Key Dates of the Offer?	Announcement Date of Offer: 18 March 2014 Bidder's Statement lodged with ASIC: 18 March 2014 Offer Date: 3 April 2014, 10.00am (Sydney Time) Earliest date for Close of Offer: 5 May 2014, 4.00pm (Sydney Time)
If I accept the Offer, when will I be paid?	Acceptance of the Offer is only available by selling your Shares on-market to Wilson HTM. Once you have sold your Shares, you will be paid within 3 days (i.e. T+3), as per normal market practice.
Is the Offer No - the Offer is an unconditional cash offer. subject to any conditions?
How do I accept the Offer?	Because the Offer is an on-market offer, acceptance is made by MetroCoal through MetroCoal's Broker, selling your Shares to Wilson HTM as part of normal marketing trading. You are not required to complete a form to accept the Offer. To accept the Offer:
	for CHESS Holdings of Cape Shares, instruct your stockbroker or CHESS Controlling Participant to sell the Cape Shares on your behalf; or
	for Issuer Sponsored Holdings of Cape Shares, you may sell your Cape Shares through a stockbroker of your choice, including Wilson HTM.
	Beneficial owners whose Cape Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in accepting the Offer.
When does the Offer Close?	The Offer is scheduled to close at 4.00pm (Sydney Time) on 5 May 2014, unless extended in accordance with the Corporations Act.
Where do I go for further information about the Offer?	If you have any questions about the Offer or how to accept the Offer, please consult your financial, legal or other professional adviser. For questions regarding your holding of shares in Cape, please call Cape's share registry, Link Market Services Limited on 1300 554 474.

Offer and Terms 4.

This Section contains the offer and the terms of the offer by MetroCoal to acquire all your Cape Shares.

The Offer - On-Market Takeover Bid $4.1$

As disclosed to ASX by its formal written announcement dated 18 March 2014, MetroCoal will make the Offer under an on-market Bid to buy all Cape Shares that exist or will exist at any time during the Offer Period at the Offer Price.

A copy of the takeover announcement is set out in Annexure 1 to this Bidder's Statement.

This Offer does not extend to Cape Options or Performance Rights. Any Cape Shares issued and subsequently quoted on ASX arising from the exercise of existing Options or vesting and conversion of the Performance Rights prior to the end of the Offer Period may be sold to MetroCoal pursuant to the Offer. Details of the number of Options and Performance Rights on issue are contained in Section 6.5.

$4.2$ Offer

The Bidder hereby offers to acquire all of your Cape Shares together with all Rights attaching to them for a consideration of 0.6 cents for each Cape Share, on the terms and conditions set out in this Bidder's Statement.

How the Offers will be made 43

The Offers will be made on behalf of MetroCoal by Wilson HTM, through the ASX during the Offer Period. The Offer Period will commence at the start of trade on the ASX on 3 April 2014.

It is the intention of the Bidder to acquire Cape Shares offered on-market at (or below) the Offer Price from the time of the announcement on 18 March 2014 until the Offer Period commences. MetroCoal, through its broker, will then make the Offer during the Offer Period at the Offer Price.

Persons to whom the Offer is made 4.4

The Offer is to all holders of Cape Shares that MetroCoal (or its associates) does not already hold (legally or beneficially).

For the purpose of making the Offer, the Bidder will request that Cape provide it with details of the Company's Shareholders as at a particular date (Cape Register Request).

Offers on terms and conditions identical to those contained in this Offer will be dispatched to all registered holders of Shares, as recorded in the Company's register of members as at the date specified in the Cape Register Request.

4.5 Offer Period

Unless withdrawn or extended in accordance with the Corporations Act, this Offer will remain open for acceptance by you during the period commencing on the Offer Date and ending at 4.00pm (Sydney Time) on 5 May 2014.

The period during which this Offer remains open for acceptance in accordance with this Section is referred to in this document as the "Offer Period".

Extension of the Offer Period 4.6

MetroCoal may, at its discretion, and in accordance with the Corporations Act, extend the Offer Period.

4.7 How to accept

Each Offer may be accepted during normal trading on ASX before the end of the Offer Period. A Shareholder may only accept the Offer during the Offer Period by selling all or some of their Cape Shares on-market to MetroCoal.

Beneficial owners whose Cape Shares are registered in the name of a market participant or Participant, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in accepting the Offer.

4.8 Payment of sale price for your Cape Shares

The usual rules for settlement of transactions occurring on-market on ASX will apply in respect of MetroCoal's purchase of Cape Shares on-market under the Offer. This means that, on accepting the on-market Offer, you will receive payment on a normal T+3 basis.

4.9 Brokerage and other costs

As the Offer will be on-market and Offers will be made only in the ordinary course of trade on ASX, accepting Shareholders may only accept the Offer through brokers who are members of ASX. Any brokerage charged by such brokers will be the sole responsibility of the accepting Shareholder.

MetroCoal will bear its own brokerage, if any, on transfers of Cape Shares acquired through acceptances of the Offer. No stamp duty or Goods and Services Tax (GST) will be payable on the transfer of your Cape Shares pursuant to the Offer (other than GST payable to your broker in respect of brokerage fees charged to you).

Information about MetroCoal 5.

5.1 Corporate background

The Bidder is MetroCoal Limited ACN 117 763 443 (ASX Code: MTE). MetroCoal has been listed on the ASX since 4 December 2009.

MetroCoal is an Australian coal company focused on thermal coal projects in the Surat Basin region of South East Queensland. MetroCoal holds extensive coal exploration permits (EPCs) in the Surat Basin.

$5.2$ The Directors

As at the date of this Bidder's Statement, the directors of MetroCoal are:

• Mr Stephen Everett (Chairman); $\bullet$
• Mr Andrew Gillies (Non Exec. Director); $\bullet$
• Mr Michael Hansel (Non Exec. Director);
• Mr Dong Ping Wang (Non Exec. Director); é.
• Mr Lindsay Ward (Non Exec. Director);
• Mr Robert Finch (Alternate Director); and
• Mr John Haley (Alternate Director). $\bullet$

6. Information about Cape

$6.1$ General Overview

Cape was established in February 2004 and was listed on the ASX in January 2009. Cape has focussed on the development of two bauxite projects, namely Pisolite Hills and Bauxite Hills. A summary of the status of each of these projects is set out at Section 6.3 below. In addition. Cape holds exploration rights over a number of other areas in western Cape York which are prospective for bauxite.

Cape is a listed disclosing entity for the purposes of the Corporations Act and as such is subject to regular reporting and disclosure obligations. Specifically, as a listed company, Cape is subject to the Listing Rules, which require continuous disclosure of any information Cape has concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.

The ASX website lists all announcements issued by Cape. These documents are available in electronic form from www.asx.com.au.

In addition, Cape is required to lodge various documents with ASIC. Copies of documents lodged with ASIC by Cape may be obtained from or inspected at, an ASIC office.

$6.2$ Information on Cape

All of the information concerning Cape contained in this Bidder's Statement has been obtained from publicly available sources including public documents filed by Cape or information published by Cape on its website.

$6.3$ Summary of the Cape projects

Pisolite Hills $(a)$

As of November 2013. Cape had two projects in the advance development stages namely Pisolite Hills, mine and port project and the Bauxite Hills mine and port projects.

On 20 November 2013, the Queensland Government announced that it would enact legislation to effectively ban mining over the Bertiehaugh Cattle Station and Steve Irwin Wildlife Reserve (SIWR) in "perpetuity".

The SIWR overlies a significant part of Cape's proposed Pisolite Hills project resource and, consequently, the Government's decision has effectively sterilised this part of the resource, resulting in Cape suspending all substantive works on the Pisolite Hills mine and port project.

In conjunction with the Queensland Government announcement banning mining of the SIWR area the Queensland Government has released the draft Cape York regional plan (CYRP) which, in its current form will impact on Cape's other tenements including the Bauxite Hills project.

Following this announcement, Cape advised that it is working with the Queensland Government to understand these potential impacts. The draft CYRP is open for consultation and the Queensland Government has encouraged stakeholders, including Cape to make submissions in relation to the draft CYRP.

On 10 March 2014, Cape announced that it had made a submission to the Queensland Government in relation to the draft CYRP.

Cape announced on Friday 6 December 2013

http://www.asx.com.au/asxpdf/20131206/pdf/42lfwlkckytfj4.pdf (Bauxite Hills ASX Release) that is now focusing on the development of the Bauxite Hills project following a meeting with the Queensland's Deputy Premier, Mr Jeff Seeney.

$(b)$ Bauxite Hills

The Bauxite Hills ASX Release contained the following details on the Bauxite Hills Project:

"The proposed Bauxite Hills integrated mine and port project is located approximately 95 kilometres north of Weipa on western Cape York, Queensland, within the bauxite plateau between the Ducie and Skardon River and just five kilometres south-east of the existing port at Skardon River.

Cape has estimated an Inferred Resource of 60 million tonnes (Mt) of in -situ, high quality, export grade bauxite.

This resource is expected to yield 42Mt of beneficiated, dry-product bauxite at average grades of 51.6 per cent alumina $(A₂O₃)$ and 9.5 per cent silica (SiO₂).

Cape has advised that the resources at Bauxite Hills have low strip ratios and are very shallow, free-digging deposits. They are located close to coastal waters and international shipping routes, and have a high alumina content when low bauxite to alumina ratios, which mean lower shipping costs and lower overall refinery input costs compared to bauxite deposits outside the Weipa region.

The assay results from the project's BH1 area have indicated the presence of two types of bauxite - an upper layer of mixed bohermite-trihydrate bauxite (MBT) and an underlying layer of low monohydrate bauxite (LMB). The LMB product is expected to be suitable for refineries operating at low temperature."

(Source: Cape ASX release dated 6 December 2013 "Cape Alumina to focus on development of Bauxite Hills project"http://www.asx.com.au/asxpdf/20131206/pdf/42lfwlkckytfj4.pdf)

6.4 Cape's Share price history

The last sale price of Cape Shares on ASX on 12 March 2014, being the last day on which Cape Shares were traded on ASX before the Announcement Date was 1.9 cents.

The highest and lowest sale prices during the three months immediately before 18 March 2014 were:

• $(a)$ Highest - 3.3 cents on 31 January 2014;
• Lowest 1.8 cents on 10 March 2014. $(b)$

Wilsons HTM, has provided MetroCoal with the relevant Cape Share trading data on which the above information has been derived. Wilsons HTM has not consented to its use.

Cape securities on issue 6.5

Based on documents lodged by Cape with ASX, the total number of securities in each class in Cape at the date of this Bidder's Statement is as follows:

	Number
Cape Shares	242,648,398
Options (exercisable at \$0.17, expiring 18/11/2015)	14,706,000
Performance Rights 1	3,310,973 (maximum)

¹ One Share will be issued for each Performance Right upon vesting.

6.6 Interests of MetroCoal

Relevant interests in MetroCoal Shares $(a)$

As at the date of this Bidder's Statement, Metrocoal had a relevant interest in 16,666,667 Cape Shares.

$(b)$ Voting power in Cape

As at the date of this Bidder's Statement, the voting power of MetroCoal in Cape was 6.87%

Recent acquisitions by MetroCoal - pre bid dealings $6.7$

During the four months preceding the date of this Bidder's Statement, neither MetroCoal nor any of its associates have provided (or agreed to provide) consideration for Cape Shares under a purchase or other agreement.

During the four months prior to the date of this Bidder's Statement, neither MetroCoal nor any associate of MetroCoal gave, offered to give, or agreed to give another person a benefit which was likely to induce the other person, or an associate of the other person, to:

• accept an Offer under the bid; or $(a)$
• dispose of Cape Shares. $(b)$

that was not offered to all holders of Cape Shares under the Offer.

$6.8$ Other dealings between MetroCoal and Cape

Proposed scheme of arrangement $(a)$

On 25 September 2013 MetroCoal and Cape announced that they had agreed to merge and create a new bulk commodities company with substantial interests in bauxite and coal deposits in Queensland. The merger was to be effected by a scheme of arrangement (Scheme) under which MTE will acquire all of the Company's issued capital, subject to a number of conditions precedent (Proposed Merger).

On 22 November MetroCoal and Cape announced that they agreed not to proceed with the Proposed Merger (Scheme Termination) following the announcement by the Queensland Government on 20 November 2013 that it would introduce legislation to declare the Steve Irwin Wildlife Reserve and the Wenlock River on Cape York Peninsula a "Strategic Environmental Area", effectively banning any mining on the site (Queensland Government Announcement). As Cape's flagship Pisolite Hills Project is located within the Steve Irwin Wildlife Reserve, the implementation of the declaration would have a material impact on the viability of the Pisolite Hills project, making the Proposed Merger, on the terms that had been agreed, untenable.

Convertible Note $(b)$

In conjunction with the Proposed Merger, MetroCoal agreed to provide Cape with a \$3 million convertible note (Convertible Note), with \$1 million provided on announcement of the Proposed Merger and the further \$2 million available upon Cape receiving shareholder approval. Upon the Scheme Termination, Cape effected the conversion of the \$1 million that had been advanced under the Convertible Note, resulting in the issue of 16,666,667 Cape Shares to MetroCoal. As a result of the Scheme Termination, in accordance with the terms of the Convertible Note the further \$2 million will not be advanced to Cape.

Further details in relation to the Scheme and Convertible Note have been disclosed in both MetroCoal and Cape's various ASX announcements.

7. The intentions of MetroCoal in relation to Cape

$7.1$ Intentions on conclusion of the Offer

This Section sets out the Bidder's intentions in relation to the following:

• the continuation of the business of Cape; $(a)$
• $(b)$ any major changes to the business of Cape and any redeployment of the fixed assets of Cape; and
• the future employment of the present employees of Cape. $(c)$

These intentions are based on the information concerning Cape, its business and the general business environment, that is known to the Bidder at the time of the preparation of this Bidder's Statement.

Final decisions will only be reached by the Bidder in light of actual information and circumstances that may become available at the relevant time. Accordingly, the statements set out in this Section 7 are statements of current intention only, which may change as new information becomes available or circumstances change.

$7.2$ Rationale for the Offer

MetroCoal is proposing to acquire Cape for a relatively small capital outlay (based on the current Offer price) to expose its shareholders to a diversified bulk commodities entity across bauxite and thermal coal. MetroCoal is seeking to gain control of Cape to diversify its asset base and risk profile to provide it with both a stronger near term (bauxite) and long term (coal) project pipeline. On gaining control of Cape, MetroCoal is proposing to:

• engage with the Queensland Government to ensure that the Bauxite Hills project is $(a)$ able to be developed in conjunction with the Cape York Regional Plan once enacted;
• on gaining a requisite level of confidence that the Bauxite Hills project is able to be $(b)$ developed in accordance with the Cape York Regional Plan (once adopted), accelerate the development of the Bauxite Hills project;
• $(c)$ support Cape in any future resubmission to the Queensland Government to develop the Aurukun bauxite deposit;
• utilise MetroCoal's surplus cash to facilitate the funding of Cape's bauxite projects and $(d)$ in particular the Bauxite Hills project in a period of strong global bauxite markets with a view to commercial production and corresponding generation of positive cash flows;
• support Cape in optimising opportunities with third parties in the bauxite exploration $(e)$ and development sector (initially in the Cape York region) to enhance or accelerate the development of Cape's bauxite projects.

$7.3$ Intentions upon acquisition of 90% or more of Cape Shares

The Bidder's current intentions if it acquires 90% or more of the Cape Shares is as set out below in this section 7.3.

$(a)$ Corporate matters

The Bidder intends to:

• $(1)$ proceed with compulsory acquisition of the outstanding Cape Shares in accordance with the provisions of Chapter 6A of the Corporations Act;
• negotiate for the acquisition, buy-out or cancellation of (or alternate $(2)$ arrangement in relation to) any other Marketable Securities in Cape to which MetroCoal (or its Associates) are not otherwise entitled to;
• arrange for Cape to be removed from the Official List of ASX; $(3)$
• $(4)$ replace all members of the Board of Directors of Cape with its own nominees.

Administration functions $(b)$

The Bidder intends to amalgamate the administrative functions of MetroCoal and Cape, such as finance and accounting, company secretarial, risk management, as well as those functions involved in setting overall planning and control of the combined operations of MetroCoal and Cape, with a view to eliminating duplication of tasks.

$(c)$ General operational review and employees

MetroCoal intends to conduct an immediate, broad-based review of Cape's structure and operations to identify areas for improvement and subsequently to establish a plan to institute such improvements.

The review will apply quantitative and qualitative factors to measure performance and identify areas which may be improved, and should be finalised within three months of the successful completion of the Offer.

As a result of this review, there may be a need for the roles of some Cape employees to change, as well as a need for redundancies in certain circumstances.

MetroCoal will seek, wherever possible or practicable, to allocate alternative responsibilities to any employees currently employed with Cape and whose employment will no longer be required as a result of this centralisation of administration functions or generally. However, MetroCoal considers that it may not be feasible to allocate alternative responsibilities to many of the Cape employees whose responsibilities would be duplicated following a successful acquisition or whose roles are not required, following MetroCoal's review of the Cape business operations. In such circumstances, the Bidder expects that such employees would be made redundant (through voluntary redundancy schemes if possible) and would be paid their full entitlements.

Specific operational intentions $(d)$

MetroCoal intends to review and rationalise Cape's operations and assimilate Cape's business operations and tenements into MetroCoal's current business structures and exploration and development intentions, in line with MetroCoal's strategic commercial MetroCoal is intending to continue engaging with the Queensland objectives. Government in relation to the draft CYRP with a view to enable the development of Cape's Bauxite Hills mine and port project.

Whilst there is no quarantee that the Queensland Government will provide Cape with the required legislative regime and support it generally to develop the Bauxite Hills mine and port project, MetroCoal is intending to conserve the cash reserves of both MetroCoal and Cape. As a consequence, until MetroCoal is satisfied that there is the appropriate legislative regime and will of Government to develop the Bauxite Hills project, significant work on the development of the Bauxite Hills project will remain suspended.

$(e)$ Divestment policy

MetroCoal has no current intention to divest assets.

74 Intentions if 50.1% but less than 90% ownership is assumed

If MetroCoal acquires in excess of 50.1% of Cape Shares but less than 90% of Cape Shares:

• MetroCoal would review the composition of the board of directors of Cape, request $(a)$ representation on the board (commensurate with its shareholding in Cape) and otherwise consider whether it is necessary to make any changes having regard to the present position;
• $(b)$ Metrocoal would consider and investigate, subject to compliance in all respects with the Corporations Act, for the acquisition, buy-out or cancellation of (or alternate arrangement in relation to) any other Marketable Securities in Cape to which MetroCoal (or its Associates) are not otherwise entitled to;
• $(c)$ MetroCoal would support the continuation of with Cape's current exploration activities and engagement with the Queensland government and may seek further opportunities in the bauxite exploration sector including consideration of a submission to the Queensland Government to develop the Aurukun bauxite deposit;
• $(d)$ MetroCoal would conduct a review of Cape's business, assets and operations to identify the most effective means of exploring and developing Cape's projects; and
• MetroCoal would review the future employment of the present employees of Cape after $(e)$ the close of the Offer, having regard to its specific plans for Cape's business and upon completing a review of the business, assets and operations of Cape.

It would, however, be for the board of directors of Cape to determine the extent to which the above intentions are implemented (if at all). Those intentions may only be implemented in accordance with the applicable legal and regulatory requirements (including the provisions of the Corporations Act, the ASX Listing Rules and the Company's constitution). The directors of the Company may only implement those intentions if they consider them to be in the best interests of Shareholders.

7.5 Intentions if less than 50.1% ownership is assumed

Unless otherwise indicated. MetroCoal's intentions if it acquires less than 50.1% of Cape Shares would be to request representation on the board (commensurate with its shareholding in Cape) and gain a more detailed understanding of all the businesses, assets and operations of Cape to evaluate performance, profitability and prospects of Cape to the greatest extent possible based on the information then available to MetroCoal.

7.6 Possible delisting of the Company

Under the ASX Listing Rules, a listed company must maintain a spread of holdings which in ASX's opinion is sufficient to ensure that there is an orderly and liquid market in its securities. ASX may suspend and eventually delist a company which does not meet its spread requirements.

The Options $77$

The Offer does not extend to Options or Performance Rights on issue other than to the extent that those securities are exercised or vest (as applicable) and are quoted by ASX prior to expiry of the Offer Period. MetroCoal will bid for any Shares which are issued and quoted by ASX as a result of any Options being exercised or the Performance Rights vesting (and being

converted into Shares (prior to the expiry of the Offer Period. Details of the Options which may be exercised and the maximum number of Performance Rights which may vest prior to the expiry of the Offer Period are set out in Section 6.5 above.

MetroCoal recognises that if Options are exercised or Performance Rights vest after the expiry of the Offer Period MetroCoal's shareholding in Cape will be diluted. The ability of MetroCoal to give effect to its intentions outlined in this Section 7 may be affected by any dilution.

7.8 Limitations on intentions

The Bidder would only make a decision on the above matters following receipt of appropriate legal and financial advice. The Bidder's intentions must be read as being subject to the Cape Board having regard to the interests of all Cape Shareholders, and would therefore be subject to the Board's obligations to comply with the applicable provisions of the Corporations Act, ASX Listing Rules (provided Cape remained listed at the relevant time) and the law generally.

7.9 Business, assets and employees

Other than as set out in this Section 7, it is the present intention of MetroCoal:

• to continue the exploration activities and Queensland Government engagement $(a)$ activities currently being pursued by Cape;
• not to make any major changes to the businesses of Cape and not to redeploy any $(b)$ major fixed assets of Cape;
• subject to the completion of its review referred to in Section 7.3 above, to maintain $(c)$ employment of Cape's existing employees; and
• $(d)$ seek further opportunities in the bauxite exploration and development sector.

8. Provision of cash consideration

8.1 Form of consideration

The consideration for the acquisition of your Cape Shares under the Offer is to be satisfied wholly by payment in cash in Australian dollars.

8.2 Maximum consideration payable

The maximum amount of cash which would be payable by MetroCoal under the Offer if acceptances are received for all Cape Shares on issue as at the date of this Bidder's Statement (assuming that none of the Options are exercised) is approximately \$1,355,890 (i.e. $225,981,731 \times 0.6$ cent) plus brokerage.

If the holder of all 14,706,000 Options exercises those Options and accepts the Offer in respect of all Shares issued to that holder, an additional amount of approximately \$88,236 will be payable by MetroCoal under the Offer. However as the exercise price for the Options is \$0.17 per Option, which is significantly above the Offer Price, MetroCoal considers it highly unlikely that any of the Options will be exercised prior to the end of the Offer Period. Accordingly MetroCoal considers that it is unlikely that any additional cash will be required to acquire Shares which may be issued on conversion of the Options.

If all of the Performance Rights vest (and convert into Shares) and the holder(s) accept the Offer in respect of all Shares issued to them on vesting and conversion, an additional amount of \$19,866 (3,310,973 x 0.6 cent) will be payable by MetroCoal under the Offer.

The total cash consideration payable by MetroCoal as described in this section excludes any brokerage payable by MetroCoal to Wilson HTM.

8.3 Source of funds

It is intended that MetroCoal will fund the cash required to pay the consideration under the Offer from its cash reserves. As shown in MetroCoal's Half Year Accounts to 31 December 2013, lodged with the ASX on 18 February 2014, show MetroCoal's cash balance of \$7,478,266. As at the date of this Bidder's Statement the MetroCoal Board is not aware of any material change to that cash balance, such that MetroCoal has a demonstrable capacity to provide the cash required to pay the consideration under the Offer.

Form and timing of payment $8.4$

Acceptance of the Offer is only available by selling your Shares on-market to Wilson HTM. Once you have sold your Shares, you will be paid within 3 days (i.e. T+3), as per normal market practice.

9. Tax considerations

$9.1$ General

The following is a summary of the principal Australian tax consequences generally applicable to Shareholders who dispose of their Shares under the Offer for cash consideration. These consequences will depend on the individual circumstances of Shareholders. You should make your own inquiries and seek independent professional advice on your circumstances.

The comments set out below are relevant only to those Shareholders who hold their Shares as capital assets for the purpose of investment and who do not (or would not) hold those Shares in connection with the conduct of a business. Certain Shareholders (such as those engaged in a business of trading or investment, those who acquired their Shares for the purpose of resale at a profit or those which are banks, insurance companies, tax exempt organisations, superannuation funds, or persons who acquired their Shares in the course of their employment with Cape) will or may be subject to special or different tax consequences specific to their circumstances.

The following outline is based upon Australian taxation law and practice in effect as at the date of this Bidder's Statement. It is not intended to be an authoritative or complete statement or analysis of the taxation laws applicable to the particular circumstances of every Shareholder. Shareholders should seek independent professional advice regarding the taxation consequences of disposing of Shares in the light of their own particular circumstances.

Australian-resident Shareholders $9.2$

If you accept the Offer, you will be treated as having disposed of your Shares. If you held them on capital account and you dispose of them, such a disposal is likely to constitute a CGT event for CGT purposes. Australian resident Shareholders may make a capital gain or capital loss on the disposal of their Shares under the Offer.

In general, the capital gain or loss on the disposal of a Share under the Offer is the difference between the value of the capital proceeds (i.e. the cash consideration received from MetroCoal) and the cost base of the Share. The cost base of Shares is generally their cost of acquisition or deemed cost of acquisition. Certain other amounts associated with acquisition and disposal, such as brokerage or stamp duty, may be added to the cost base. The capital loss will be calculated on the basis of the difference between the capital proceeds and the reduced cost base of the Share.

Capital gains and capital losses of a taxpayer in a year of income are aggregated to determine whether there is a net capital gain. Capital gains made during an income year are reduced by any capital losses made during that same income year. This may be reduced further by capital losses carried forward from prior years. A 'CGT Discount' may be available to further reduce the taxable gain for certain Shareholders (see further below). The remaining net capital gain is included as assessable income in your income tax return and is subject to income tax at your marginal tax rate in the year in which you dispose of the shares. A net capital loss may be carried forward to be offset against future capital gains (not against other income for income tax purposes).

A Shareholder who is an individual, complying superannuation entity or trustee of a trust may be eligible for a 'CGT Discount' if they acquired (or are deemed to have acquired) their Shares at least 12 months before the time they accept the Offer. The CGT Discount is not available to companies, nor does it apply to Shares owned (or deemed to be owned) for less than the relevant 12 month period.

$9.3$ Non-resident Shareholders

Shareholders who are not resident in Australia for tax purposes should also consider the tax consequences under the laws of their country of residence, as well as under Australian law, of the disposal of Shares under the Offer. In Australia, the CGT rules only apply to non-residents of Australia in relation to 'taxable Australian property'. Shares held by a Shareholder who is not an Australian resident for tax purposes will be taxable Australian property only if:

• the shares are an indirect Australian real property interest; or $(a)$
• the shares were used at any time by the Shareholder in carrying on a business through $(b)$ a permanent establishment in Australia; or
• the shares were included under a CGT deferral election when the shareholder ceased $(c)$ to be an Australian resident.

Shares will generally not constitute an indirect Australian real property interest unless the total market value of Australian real property assets is more than 50% of the total market value of Cape's assets, and the shareholding represents at least 10% (including associate interests) of either the total shares or voting right or distribution rights.

9.4 Stamp duty and GST

Any stamp duty payable pursuant to the Offer will be the liability of MetroCoal and will be paid by MetroCoal. Shareholders may be charged GST on costs (such as advisor fees) that relate to their participation in the Offer. Shareholders may be entitled to input tax credits for such costs, but should seek independent advice in relation to their individual circumstances.

10. Additional information

$10.1$ Power to withdraw

MetroCoal may only withdraw unaccepted Offers made under this bid if a Prescribed Occurrence takes place during the Offer Period, but only if MetroCoal's voting power in Cape, at the time of the Prescribed Occurrence is at or below 50%.

MetroCoal may also immediately withdraw unaccepted Offers made under this bid upon the occurrence of an Insolvency Event (regardless of the level of MetroCoal's voting power in Cape) at the time that Insolvency Event occurs.

$10.2$ Effect of withdrawal

This Offer shall be incapable of acceptance if withdrawn.

$10.3$ Extension of Offer Period

MetroCoal may vary this Offer by extending the Offer Period, in accordance with Section 649C of the Corporations Act.

Variation $10.4$

MetroCoal reserves the right to vary this Offer in accordance with the provisions of Section 649A of the Corporations Act.

10.5 Regulatory and other approvals

There are no regulatory approvals that MetroCoal is required to obtain before acquiring Cape Shares under the Offer.

10.6 No escalation agreements

Neither MetroCoal nor any associate of MetroCoal has entered into any escalation agreement that is prohibited by section 622 of the Corporations Act.

$10.7$ Consents

Directors

The Bidder's Statement contains statements made by or statements based on statements made by MetroCoal. MetroCoal has consented to the inclusion of:

• $(a)$ each statement made by MetroCoal; and
• $(b)$ each statement which is based on a statement made by MetroCoal,

in the form and context in which the statement appears, and have not withdrawn its consent.

HopgoodGanim

HopgoodGanim has given, and has not withdrawn, its written consent to be named as the Legal Adviser of MetroCoal in the form and context in which it is named and for its logo to be included in this Bidder's Statement. To the maximum extent permitted by law, HopgoodGanim expressly disclaims and takes no responsibility for any part of this Bidder's Statement, other than a reference to its name.

Wilson HTM

Wilson HTM has given, and has not withdrawn, its written consent to be named as the Broker for MetroCoal in the form and context in which it is named in this Bidder's Statement. To the maximum extent permitted by law, Wilson HTM expressly disclaims and takes no responsibility for any part of this Bidder's Statement, other than a reference to its name.

10.8 ASIC modifications and exemptions

This Bidder's Statement includes or is accompanied by statements that are made in, or based on, statements made in documents lodged with ASIC or ASX. Under the terms of ASIC Class Order 13/521, the parties making those statements are not required to consent to, and have not consented to, the inclusion of those statements in this Bidder's Statement. A list of all such documents is set out below:

Cape's announcements lodged with the ASX:

Date lodged	Announcement
25/09/2013	Cape Alumina Limited merger with MetroCoal Limited
21/10/2013	Annual Report to shareholders
22/11/2013	MTE: MetroCoal/Cape Alumina Agree Not to Proceed with Merger
22/11/2013	Cape Alumina suspends work on Pisolite Hills Project
22/11/2013	Appendix 3B
06/12/2013	Cape to focus on development of Bauxite Hills project
10/03/2014	Update of bauxite projects in Cape York

In accordance with your right to obtain a copy of the above documents free of charge pursuant to ASIC class order 01/1543, please contact MetroCoal on 3249 3045.

MetroCoal has not obtained from ASIC any modifications or exemptions from the Corporations Act in relation to the Offer.

Other material information 10.9

Except as disclosed in this Bidder's Statement, there is no other material information known to MetroCoal which is material to the making of the decision by a Cape shareholder as to whether to accept the Offer.

The Corporations Act only requires that MetroCoal disclose information which is as up to date as is reasonable in the circumstances. Further, MetroCoal is not required to disclose information in this Bidder's Statement if it would be unreasonable to require MetroCoal to do so because the information had previously been disclosed to holders of Cape Shares.

10.10 Costs and expenses

All costs and expenses of the preparation and circulation of this Bidder's Statement and the Offer, and all transfer duty payable on transfer of your Cape Shares will be paid by the Bidder.

Details on the brokerage payable on acceptance of this Offer are contained in Section 4.9.

10.11 Governing law

This Bidder's Statement and Offer and any contract that results from your acceptance of this Offer are governed by the laws in force in Queensland.

11. Definitions and interpretation

$11.1$ Defined Terms

In this Offer, the following words have these meanings unless the contrary intention or the context otherwise requires:

Announcement Date means the date on which the Offer was announced to ASX by MetroCoal, namely 18 March 2014.

ASIC means Australian Securities & Investments Commission.

Participant has the meaning ascribed in the ASX Settlement Operating Rules;

ASX Settlement Operating Rules means the settlement and operating rules of the ASX in force from time to time:

ASX means ASX Limited:

\$ means Australian dollars:

Bid means MetroCoal's on-market takeover bid under Chapter 6 of the Corporations Act. constituted by MetroCoal's Offer to acquire all of the Cape Shares pursuant to this Bidder's Statement.

Bidder or MetroCoal means MetroCoal Limited ACN 117 763 443;

Bidder's Statement or Statement means this document, being the statement of Bidder under Part 6.5 Division 2 of the Corporations Act relating to the Offer:

Board of Cape or Cape Board means the board of directors of Cape;

Broker means a member organisation admitted to participate in the CHESS under the ASX Settlement Operating Rules;

Business Day means a day on which banks are open for business in Brisbane excluding a Saturday, Sunday or public holiday;

Cape means Cape Alumina Limited ACN 107 817 694.

Cape Shares or Shares means the issued fully paid ordinary shares in the capital of Cape and includes all Rights attaching to them. The term Cape Share or Share shall have a corresponding meaning;

CGT means Capital Gains Tax;

CHESS means Clearing House Electronic Subregister System, which provides for the electronic transfer of securities in Australia;

CHESS Holding has the meaning set out in the ASX Settlement Operating Rules;

Controlling Participant shall have the meaning set out in the ASX Settlement Operating Rules:

Corporations Act means the Corporations Act 2001 (Cth);

CYRP means the draft Cape York Regional Plan;

Insolvency Event means any of the following events:

• $(a)$ the appointment of a liquidator or provisional liquidator of Cape or of a Subsidiary of Cape:
• a court makes an order for the winding up of Cape or of a Subsidiary of Cape; $(b)$
• $(c)$ an administrator of Cape, or of a Subsidiary of Cape, being appointed under Section 436A, 436B or 436C of the Corporations Act,
• $(d)$ Cape or a Subsidiary of Cape executing a deed of company arrangement; or
• the appointment of a receiver, or a receiver and manager, in relation to the whole, or a $(e)$ substantial part, of the property of Cape or of a Subsidiary of Cape;

Issuer Sponsored Holding means a holding of Cape Shares on Cape's issuer sponsored sub-register;

Marketable Securities has the meaning given to that term in the Corporations Act.

Offer means MetroCoal's offer to acquire Cape Shares as contained in Section 4 of this Bidder's Statement:

Offer Date means 3 April 2014:

Offer Period means the period during which the Offer will remain open for acceptance in accordance with Section 4 of this Bidder's Statement:

Options means options exercisable for Shares;

Prescribed Occurrence means any of the following events:

• $(a)$ Cape converts all or any of its shares into a larger or smaller number of shares;
• $(b)$ Cape or a Subsidiary of Cape resolves to reduce its share capital in any way:
• $(c)$ Cape or a Subsidiary of Cape:
• $(1)$ enters into a buy-back agreement; or
• resolves to approve the terms of a buy-back agreement under Section 257C(1) $(2)$ or Section 257D(1) of the Corporations Act;
• Cape or a Subsidiary of Cape issues shares (other than shares issued through the $(d)$ exercise of the outstanding options or conversion of the convertible unsecured notes, refer to Section 6.5), or grants an option over its shares or agrees to make such an issue or grant such an option;
• $(e)$ Cape or a Subsidiary of Cape issues, or agrees to issue, convertible notes;
• Cape or a Subsidiary of Cape disposes, or agrees to dispose, of the whole, or a $(f)$ substantial part, of its business or property;
• Cape or a Subsidiary of Cape charges, or agrees to charge, the whole or a substantial $(g)$ part, of its business or property;
• $(h)$ Cape or a Subsidiary of Cape resolves that it be wound up;

Rights means all accretions, rights or benefits of whatever kind attaching to or arising from Cape Shares directly or indirectly after the date of this Bidder's Statement, including, without limitation, all dividends or other distributions and all rights to receive any dividends or other distributions, or to receive or subscribe for shares, stock units, notes, bonds, options or other securities, declared or paid by Cape or any of its Subsidiaries;

Shareholders means the holders of Shares:

SIWR means the Steve Irwin Wildlife Reserve;

Subsidiary shall have the meaning ascribed to it in the Corporations Act;

Target's Statement means the Target's Statement to be issued by Cape in response to this Bidder's Statement as required under the Corporations Act;

Wilson HTM means Wilson HTM Ltd ABN 68 010 529 665.

$11.2$ Interpretation

• $(a)$ Terms used in this Bidder's Statement and Offer have the meaning (if any) given to them in Chapter 6 of the Corporations Act unless that meaning is inconsistent with the context in which the term is used.
• In this Offer: $(b)$
• headings are for convenience of reference only and do not affect the meaning $(1)$ of the sections they introduce;

and unless the context otherwise requires:

• $(2)$ the singular includes the plural and vice versa;
• $(3)$ words importing any gender include all other genders;
• $(4)$ references to persons include corporations;
• appendices and annexure to this Offer form part of this Offer: $(5)$
• $(6)$ references to paragraphs are to paragraphs in this Offer; and
• references to "dollar" or "\$" are references to Australian currency. $(7)$
• $(c)$ To the extent permissible under applicable law, this Offer is governed by Queensland and Commonwealth Law.

18/03/2014 8:55 628 -> PFAX201 Page 26 of 31

Dated this 18 March 2014.

For and on behalf of

MetroCoal Limited

M Henri

Michael Hansel

Corporate Directory

Directors	Company Secretary
Mr Stephen Everett (Chairman) Mr Andrew Gillies (Non Exec. Director)	John Haley
Mr Michael Hansel (Non Exec. Director) Mr Dong Ping Wang (Non Exec. Director)	Chief Executive Officer
Mr Lindsay Ward (Non Exec. Director) Mr Robert Finch (Alternate Director) Mr John Haley (Alternate Director)	Mike O'Brien
Registered Office	Principal Place of Business
Cnr Lytton Road and Stafford Street, East Brisbane Qld 4169	Cnr Lytton Road and Stafford Street, East Brisbane Qld 4169
Phone: (07) 3249 3045	Phone: (07) 3249 3045
Fax: (07) 3891 9199	Fax: (07) 3891 9199
Legal Advisers

HopgoodGanim Level 8 Waterfront Place 1 Eagle Street BRISBANE QLD 4000

Phone: +61 7 3024 0000 Fax: +61 7 3024 0300

Broker

Wilson HTM Investment Group Level 38 Riparian Plaza 71 Eagle Street BRISBANE QLD 4000 Phone: (07) 3212 1333 Fax: (07) 3212 1399

ANNEXURE

Annexure 1 - MetroCoal Bid Announcement

Wilson HTM

Level 38 Riparian Plaza 71 Eagle Street Brisbane Qld 4000 GPO Box 240 Brisbane Qld 4001 Telephone 07 3212 1333 Facsimile 07 3212 1399 www.wilsonhtm.com.au

18 March 2014

The Company Announcements Office, ASX Limited

For immediate release to the market

MetroCoal Limited launches on-market cash offer to acquire Cape Alumina Limited

Wilson HTM Ltd ACN 010 529 665 (Wilson HTM), in its capacity as an on-market broker. announces that during the period commencing at 10.00am (Sydney time) on 3 April 2014 and ending at 4.00pm (Sydney time) on 5 May 2014 (Offer Period) MetroCoal Limited (ASX Code: MTE) (MTE), is making an on-market takeover offer (Offer) for all of the shares (that exist or will exist at any time during the Offer Period) in Cape Alumina Limited (Cape) (ASX code: CBX). Under the terms of the Offer, MetroCoal is offering 0.6 cents cash for every Cape share held.

Acquisition from Announcement

MetroCoal has appointed Wilson HTM to act as its on-market broker. Wilson HTM will purchase shares in Cape on its behalf on-market at a price that is not more than the Offer price from the time of this announcement prior to the opening date of the Offer.

Details of the Offer

• The Offer is an unconditional cash offer of 0.6 cents per Cape share;
• The Offer price may be increased and the Offer Period extended in accordance with the Corporations Act;
• The Offer can be accepted by instructing your broker to sell your shareholding to MetroCoal through its broker for the Offer, Wilson HTM;
• The Offer can be accepted by selling on the Australian Securities Exchange (ASX), $\bullet$ allowing three days for receipt of cash.

Timetable

Announcement Date of Offer:	Tuesday 18 March 2014
Lodgement Date:	Tuesday 18 March 2014
Bidder's Statement Date:	Tuesday 18 March 2014
Date of Offer:	Thursday 3 April 2014
Offer Period commences:	Thursday 3 April 2014, 10.00am (Sydney time)
Offer Period ends (unless extended):	Monday 5 May 2014, 4.00pm (Sydney Time)

These dates may vary as permitted under the Corporations Act. Any changes to the above timetable will be announced to the ASX.

Advisors

HopgoodGanim is acting as legal counsel to MetroCoal.

Further Information

Wilson HTM Mark Connors- Investment Adviser Lachlan McLean- Investment Adviser Phone: +61 (0)7 3212 1333

Signed for and on behalf of Wilson HTM Ltd:

MetroCoal Stephen Everett Chairman MetroCoal Limited Phone: +61 (0)7 3249 3055

Mike O'Brien Chief Executive Officer MetroCoal Limited Phone: +61 (0)7 3249 3045

Philippa Abbott Company Secretary Wilson HTM Ltd ACN 010 529 665

Wilson HTM Ltd ABN 68 010 529 865 Market Participant of the Australian Stock
Exchange Limited, Lourenge canaeu.
Principal Member of the Financial Planning
Association of Australia. Australian Financial Services Licence
Number 233375 reasser 200319
This communication is not to be disclosed
in whale or in part or used by any person
without Wilson HTM Lid's prior written
consent.

HopgoodGanim

18 March 2014

Australian Securities Exchange Company Announcement Platform By facsimile: 1300 135 638

Our Ref: 1455450 - Katherine Hammond

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 ACN 117 763 443 - On-Market Takeover Bid for Cape Alumina Limited ACN 107 817 694 - Bidder's Statement

We are the solicitors for MetroCoal Limited ACN 117 763 443 (Company).

The Company has today announced an on-market takeover bid for all of the fully paid ordinary shares in Cape Alumina Limited ACN 107 817 694 (Cape or Target) which are not already held by the Company (or its Associates) under Part 6.5 of the Corporations Act 2001 (Cth) (Corporations Act) (Takeover Bid).

Please find attached in accordance with item 3 of Section 635(1) of the Corporations Act, a copy of the Company's Bidder's Statement dated on or about 18 March 2014 in connection with the Takeover Bid.

Yours faithfully

HopgoodGanim

Katherine Hammond Contact Associate T 07 3024 0343 F 07 3024 0043 E k.hammond@hopgoodganim.com.au

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 +61 7 3024 0000 F +61 7 3024 0300

PERTH

$T + 61892118111$ F +61 8 9226 1696

www.hopgoodganim.com.au