MINERAL RESOURCES LIMITED — M&A Activity 2009

Aug 19, 2009

Polaris Metals NL Recommended Takeover Bid by Mineral Resources Limited

DISCLAIMER & IMPORTANT MESSAGE

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This presentation has been prepared by Polaris Metals NL (“Polaris“ or the “Company”). It should not be considered as an offer or invitation to subscribe for or purchase any securities in the Company or as an inducement to make an offer or invitation with respect to those securities. No agreement to subscribe for securities in the Company will be entered into on the basis of this presentation.

This presentation contains forecasts and forward looking information. Such forecasts and information are not a guarantee of future performance, involve unknown risks and uncertainties. Actual results and developments will almost certainly differ materially from those expressed or implied. Polaris has not audited nor investigated the accuracy or completeness of the information, statements and opinions contained in this presentation.

Accordingly, to the maximum extent permitted by applicable laws, Polaris makes no representation and can give no assurance, guarantee or warranty, express or implied, as to, and take no responsibility and assume no liability for, the authenticity, validity, accuracy, suitability or completeness of, or any errors in or omission, from any information, statement or opinion contained in this presentation.

You should not act or refrain from acting in reliance on this presentation material. This overview of Polaris does not purport to be all inclusive or to contain all information which its recipients may require in order to make an informed assessment of the Company’s prospects. You should conduct your own investigation and perform your own analysis in order to satisfy yourself as to the accuracy and completeness of the information, statements and opinions contained in this presentation and making any investment decision.

Key Terms

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• All-scrip offer of 1 Mineral Resources Limited (MRL) share for every 12.5 Polaris shares

• Equivalent terms for Polaris options

• By recommended takeover, 50.1% minimum acceptance condition

• Board Recommendation

• “Subject to the Independent Expert concluding that the offer is fair and reasonable to Polaris shareholders, the Directors unanimously

Benefits to Polaris shareholders

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• An attractive premium

• 42% premium on basis of 1-month VWAP*

• Few conditions

• 50.1% acceptance, no MAC, prescribed occurrences

• Enhanced financial strength

• Combined market capitalisation of $651m* with no debt

• Project and commodity diversification

• Benefit from MRL’s portfolio of iron and manganese projects

Attractive Premium

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0.40
$0.38 - Implied Offer Price
0.35
26%
42%
53%
0.30
77%
0.25
0.20
0.15 $0.30
$0.27
$0.25
0.10 $0.21
0.05
0.00
Last Close 1 month 3 month 6 month
Share Price (A$)
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Strategic Rationale

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	Quality resource		Balance sheet strength
	6,000 km2tenement portfolio		Track record of development
	Track record of exploration		success and earnings growth
	success		Innovation in production and
	Experienced commodities		infrastructure solutions
	management team		Established logistics
			capabilities

A diversified commodities business with the potential to become

Strategic Partner Process

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• Exhaustive process involving Australian and international partners

• Several proposals received for equity injection, partial funding and offtake

• MRL proposal was the best available

• Superior value to shareholders, with ongoing upside

• MRL’s strong balance sheet and processing expertise allows accelerated step-up to production in the Yilgarn – strengthening Polaris’ infrastructure advantage

• Avoids being bound to a single customer/partner –

An Exciting Future

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Immediate Development Targets

Poondano:

MRL developing - potential cashflow FY10 Yilgarn Iron Ore Project:

100-150 Mt @ 57-59% Fe*

Stage 1 – Carina/Chamaeleon:

30-40 Mt*

Stage 2 – Bungalbin/J5/J4: 70-80Mt*

Upside potential

Polaris projects: Mayfield, Weelamurra MRL projects Diversified opportunities in Fe, Mn

Polaris shareholders benefit

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POONDANO
CHANNEL IRON DEPOSIT
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Indicative Timetable

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	Bid Announcement 20 August 2009
	Bidder’s Statement Mid September 2009
	Target’s Statement Late September 2009
	Close of Offer Mid October 2009

Competent Person Declaration

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The information in this report accurately reflects information prepared by competent persons (as defined by the Australasian Code for Reporting of Mineral Resources and Ore Reserves). It is compiled by Mr J Lea, an employee of the Company who is a Member of The Australasian Institute of Mining and Metallurgy with the requisite experience in the field of activity in which he is reporting. Mr Lea has sufficient experience which is relevant to the style of mineralisation and the type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. He consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The potential quantity and grade of iron deposits reported is conceptual in nature and there has been insufficient exploration to define a Mineral Resource except where specifically stated and it is uncertain if further exploration will result in the determination of a Mineral Resource.

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