PRL GLOBAL LTD — Merger & Acquisition 2014

Nov 30, 2014

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1 December 2014

The Manager Company Announcements Platform Australian Stock Exchange

Dear Sir

ASX CODE CII

CI RESOURCES LIMITED OFF-MARKET TAKEOVER OFFER FOR PHOSPHATE RESOURCES LIMITED –COMPULSORY ACQUISITION NOTICE

CI Resources Limited (ACN 006 788 754) ( Company ) refers to its off-market takeover offer for all of the ordinary shares in Phosphate Resources Limited ( Phosphate Resources ) ( Offer ).

As announced on 28 November 2014 the Company now has a relevant interest in 98.73% of all of the ordinary shares in Phosphate Resources and intends to proceed with the compulsory acquisition of all of the remaining ordinary shares in Phosphate Resources that it does not already own.

In accordance with section 661B(1) of the Corporations Act 2001 (Cth) the Company has today lodged an ASIC Form 6021 ( Compulsory Acquisition Notice ) with ASIC. The Compulsory Acquisition Notice and the accompanying cover letter were also today sent to Phosphate Resources shareholders who have not yet accepted the Offer.

A copy of the Compulsory Acquisition Notice and the accompanying cover letter are attached to this announcement.

CONTACTS

For further information on CI please visit its website, www.ciresources.com.au, or please contact:

Elizabeth Lee Company Secretary CI Resources Limited Telephone: +61 8 9489 4444

CI Resources Limited ABN 70 006 788 754 Postal address: PO Box 1533 Subiaco WA 6904 Telephone: +61 8 9489 4444

Australian Securities & Investments Commission

Form 6021 Corporations Act 2001 661B(1)(a)

Notice of compulsory acquisition following takeover bid

Notice Description of class of securities to which the bid relates Name of target company or body Tick applicable box(es) 1. Name of bidder Tick one box Date offers closed or are scheduled to close 2. Tick applicable box(es). (See subsection 661A(4) and (4A)) Description of securities Description of securities 3. Tick one box	To each holder of:	To each holder of:	To each holder of:
	FullyPaid OrdinaryShares
	(‘Bid Class Securities’) in Name(‘the Company’)
	Phosphate Resources Limited
	ACN/ARBN/ARSN
	009 396 543
	 and each holder of securities that will or may be converted into, or confer rights to be issued, in the t
	
	nex 6 weeks, securities to which the bid related. and each holder of non-transferable securities issued under an employee incentive scheme referred to in paragraph 2.
	Under a takeover bid offers were made by CI Resources Limited in respect of the acquisition of Bid Class Securities in the company. The offers  closed are scheduled to close on Date 2 7 / 1 1 / 1 4 [D D] [M M] [Y Y]
	You are, as at the date of this notice, the holder of one or more of the following  securities in respect of which the takeover offer was made, but have not accepted the offer. (If you have accepted the offer but have received this notice you do not need to do anything in response to this notice—the bidder will acquire your securities under the offer.) securities to which the bid related issued after the end of the offer period and before the date of this notice securities that will or may be converted into, or confer rights to be issued, in the next 6 weeks, securities to which the bid related securities issued under an employee incentive scheme to which restrictions on transfer apply under the company’s constitution or the terms of issue, being
			the following securities in the bid class in which the bidder has a relevant interest
	The bidder gives you notice under subsection 661B(1) of the Corporations Act 2001 (‘the Act’) that the bidder has become entitled pursuant to subsection  661A(1) 661A(3) of the Act to compulsorily acquire your securities and desires to acquire those securities.

ASIC Form 6021

Page 1 of 2

21 June 2013

Continued…Notice 4. Date of lodgement Insert paragraph 4A only where alternative forms of consideration were offered under the bid. 4A. Details of alternative terms. Set out the terms that will apply 5. 6. Tick one box 7. 8.
	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this notice is lodged with ASIC, to ask the bidder for a written statement of the names and addresses of everyone else the bidder has given this notice to. This notice was lodged with ASIC on Date 0 1 / 1 2 / 1 4 [D D] [M M] [Y Y]
	You are entitled, within one month after being given this notice (see paragraph 8), or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, by notice in writing to the bidder, to elect which of the following forms of consideration will apply to the acquisition of your securities: If you do not elect which of the alternative forms of consideration will apply to the acquisition of your securities, the form of consideration that will apply will be:
	Under section 661E of the Act, you have the right, within one month after being given this notice (see paragraph 8) or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is later, to apply to the Court for an order that the securities not be compulsorily acquired.
	The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid immediately before this notice was given.  the end of the offer period.
	Unless the Court otherwise orders, on application made by you under section 661E of the Act within one month after being given this notice (see paragraph 8) or within 14 days after being given a statement under section 661D (as referred to in paragraph 4 of this notice), whichever is the later, the bidder must comply with paragraph 6 of this notice.
	A notice sent by post to you is			taken to be given to you 3 days after it is posted.
Signature	Name of person signing
	David Somerville
	Capacity
	Director
	Signature
	Date signed 0 1 / [D D]		1 2 / [M M]	1 4 [Y Y]

ASIC Form 6021

Page 2 of 2

21 June 2013

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1 December 2014

Dear Sir or Madam

CI RESOURCES LIMITED – SETTLEMENT OF ACQUISITION OF PHOSPHATE RESOURCES

On 9 October 2014, CI Resources Limited (ACN 006 788 754) (ASX: CII) ( CI ) announced an off-market takeover offer by CI for all of the fully paid ordinary shares in the capital of Phosphate Resources Limited (ACN 009 396 543) ( Phosphate ) ( Offer ).

The terms of the Offer are contained in the bidder's statement dated 20 October 2014 ( Bidder's Statement ).

Capitalised terms used in this letter have the same meaning as in the Bidder's Statement, unless otherwise defined.

The Offer closed on 27 November 2014. As at the date of this letter CI has acquired at least 75% of the Phosphate Shares it offered to acquire under the Offer and has a relevant interest in 98.73% of Phosphate Shares.

It appears you did not accept the Offer in respect of your Phosphate Shares. CI is now entitled to, and proposes to, acquire your Phosphate Shares under the compulsory acquisition provisions in the Corporations Act 2001 (Cth) ( Corporations Act ).

We enclose an ASIC Form 6021 (Notice of compulsory acquisition following takeover bid) which CI is required to give you under section 661B(1)(c)(i) of the Corporations Act to exercise its right to compulsorily acquire all your Phosphate Shares. Please read this form carefully.

Please note that you do not need to sign or return the enclosed notice.

The compulsory acquisition will be on the same terms as those that applied to the acquisition of Phosphate Shares under the Offer. This means that you will receive 40.3 CI Shares for every 1 Phosphate Share you own (rounded up to the nearest whole number).

The compulsory acquisition process, which is subject to the Corporations Act, is likely to take approximately 4 to 6 weeks, but may take longer in some circumstances. On completion of the compulsory acquisition procedure, CI will issue to Phosphate the CI Shares that you are entitled to as consideration for your Phosphate Shares. You will then be entitled to claim these CI Shares from Phosphate.

In due course Phosphate will send you a letter which will set out details for the method to claim the CI Shares issued to you upon compulsory acquisition of your Phosphate Shares.

Phosphate Shareholders who have attempted to accept the Offer, but have failed to do so validly, will be treated as Phosphate Shareholders whose Phosphate Shares will be compulsorily acquired under the Corporations Act.

If you have any questions regarding the compulsory acquisition of your Phosphate Shares, please call our Company Secretary, Elizabeth Lee on +61 8 9489 4444 between 9.00am and 5.00pm (EDST), Monday to Friday.

Yours sincerely

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David Somerville Chairman CI RESOURCES LIMITED

CI Resources Limited ABN 70 006 788 754 Postal address: PO Box 1533 Subiaco WA 6904 Telephone: +61 8 9489 4444