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METRO MINING LIMITED Merger & Acquisition 2014

Oct 26, 2014

65351_rns_2014-10-26_66e7c8bb-166d-40e2-be7a-19a1d476bada.pdf

Merger & Acquisition

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27 October 2014

Australian Securities Exchange Company Announcement Platform

By facsimile: 1300 135 638

Our Ref: 1486646 - Richard Hanel

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 - third supplementary Bidder's Statement

In accordance with section 647(3) of the Corporations Act 2001 (Cth), we attach a copy of MetroCoal's third supplementary bidder's statement dated 27 October 2014 (Supplementary Bidder's Statement) 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 and second supplementary Bidder's Statement dated 30 September 2014 and varied by its notice of extension dated 26 September 2014 and notice of extension dated 27 October 2014.

A copy of the Supplementary Bidder's Statement will today be lodged with ASIC and served on Cape Alumina Limited.

Yours faithfully

Andli la navo

HopgoodGanim

Contact Richard Hanel Associate T 07 3024 0357 F 07 3024 0057 [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 +61 7 3024 0000 F +61 7 3024 0300

PFRTH

$T + 61892118111$ F +61892261696

www.hopgoodganim.com.au

Supplementary Bidder's Statement

by MetroCoal Limited ACN 117 763 443 in relation to its Off-Market Takeover Offers for Cape Alumina Limited ACN 107 817 694

$1.$ Introduction

This document is a supplementary bidder's statement under section 643 of the Corporations Act 2001 (Cth) dated 27 October 2014 (Supplementary Bidder's Statement). It is the third Supplementary Bidder's Statement issued by MetroCoal Limited ACN 117 763 443 (MetroCoal or Bidder), in relation to its off-market takeover offers (Offer) for all of the fully paid ordinary shares in Cape Alumina Limited ACN 107 817 694 (Cape or Target).

Under the MetroCoal Offer. Cape Shareholders are being offered 1 MetroCoal share for every 1.3 Cape Shares held.

This document supplements, and should be read together with, the Bidder's Statement lodged with the Australian Securities and Investments Commission (ASIC) on 19 August 2014 (Bidder's Statement), as supplemented by MetroCoal's first supplementary bidder's statement dated 27 August 2014 (First Supplementary Bidder's Statement) and second supplementary bidder's statement dated 30 September 2014.

This is an important document and requires your immediate attention. If you are in any doubt as to how to deal with this document you should consult your financial or legal adviser as soon as possible.

Capitalised terms which are not defined in this Supplementary Bidder's Statement have the meaning given to those terms in the Bidder's Statement and the definitions and interpretation set out in Section 14 of the Bidder's Statement also applies to this document, unless the context otherwise requires.

$2.$ Variation of Loan Agreement with Cape Alumina Limited

On 27 August 2014 MetroCoal and Cape entered into an agreement for a loan of funds from MetroCoal to Cape (Loan Agreement). The material terms of the Loan Agreement are set out in Section 2 of the First Supplementary Bidder's Statement.

On 27 October 2014, MetroCoal and Cape entered into a letter of variation to increase the amount of the loan from MetroCoal to Cape under the Loan Agreement from \$250,000 to \$500,000 (an increase of \$250,000).

The material terms of the Loan Agreement are unchanged apart from the increase in the size of the loan from MetroCoal to Cape.

The purpose of this Supplementary Bidder's Statement is to update the terms of the Loan Agreement as set out in Section 2 of the First Supplementary Bidder's Statement.

The increase in the amount loaned by MetroCoal to Cape will enable Cape to continue with its development of the Bauxite Hills Project and will not affect the ability of MetroCoal to pursue its own operations.

Key Offer Terms $3.$

On 27 October 2014 MetroCoal extended the Offer period so that it will remain open for acceptance until 7:00pm (Brisbane time) 10 November 2014 (unless extended or withdrawn in accordance with the Corporations Act).

On 10 October 2014, MetroCoal declared that the Offer was free of Defeating Conditions.

Details about how to accept the Offer are set out in Section 1 of the Bidder's Statement.

For further details about the Offer, see in particular Sections 3 and 4 of the Bidder's Statement.

$\overline{4}$ . Lodgement with ASIC

A copy of this document was lodged with ASIC on 27 October 2014. This document will prevail to the extent of any inconsistency with the Bidder's Statement. Neither ASIC nor any of its officers takes any responsibility for the contents of this document.

5. Authorisation

This document has been approved by a unanimous resolution passed by the directors of the Bidder.

Dated 27 October 2014

Signed for and on behalf of MetroCoal Limited ACN 117 763 443

anneach

Stephen Everett Director