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METRO MINING LIMITED M&A Activity 2016

Jun 15, 2016

65351_rns_2016-06-15_63835516-da1b-47e1-8f7f-f61294f851a0.pdf

M&A Activity

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----- Start of picture text ----- ASX ANNOUNCEMENT16 June 2016----- End of picture text -----

Close of Merger Offer

Metro Mining Limited ( Metro ) announces that its offer to acquire all of the ordinary shares ( Shares ) in Gulf Alumina Limited ( Gulf ) ( Offer ) closes at 7:00pm today. The Metro board has determined not to extend the Offer and therefore, the Offer will lapse at this time.[1]

Metro believes that its improved offer of 3.9 Metro Shares for each Gulf Share ( Improved Offer ), conditional only upon Metro obtaining a relevant interest in at least 40% of all Gulf Shares ( Minimum Acceptance Condition ),[2] was fair and attractive for Gulf shareholders, especially when taking into account the potential benefits of the merger and given this reflects the merger of equals ratio calculated by Gulf’s independent expert

Metro currently has a relevant interest in 22.0% of Gulf Shares[3] and, as Gulf’s largest Shareholder, will consider any further opportunities to take advantage of the significant potential synergies of the two companies’ projects.

Metro’s key focus is the development of the Bauxite Hills project in Cape York which is on track to commence construction in the second quarter of 2017 subject to project approvals and funding, both of which are progressing well.

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----- Start of picture text ----- Simon FinnisChief Executive Officer----- End of picture text -----

  • 1 Subject to any extension required by law.

  • 2 Metro will include any Gulf shares the subject of an acceptance which has been lodged in the acceptance facility established for the purpose of receiving acceptances for the improved offer in the calculation of its relevant interest in Gulf Shares, as if it had a relevant interest in those shares.

  • 3 of which 0.1% relates to Gulf Shares accepted under the acceptance facility which will not be transferred to Metro unless it obtains sufficient acceptances to satisfy the Minimum Acceptance Condition.

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ASX Announcement | XX March 2016 | Page 1

ASX : MMI ACN 117 763 443

For more information contact: Mr Simon Finnis | CEO | Mr Scott Waddell | Company Secretary T : +61 (0) 7 3009 8000 | F : +61 (0) 7 3221 4811 | E : [email protected] | Website: www.metromining.com.au Registered office & head office: Lvl 8, 300 Adelaide St, Brisbane QLD 4000 | GPO Box 10955, Brisbane QLD 4000

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