REDIVIUM LIMITED — M&A Activity 2009

May 17, 2009

1 Tully Road, East Perth WA 6007 Tel: 61 8 9318 5600 Fax: 61 8 9318 5666 Web: www.foxresources.com.au Email: fxr@foxresources.com.au

18 May 2009

The Manager Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000

By ASX Online 65 Pages

Dear Sir,

DISPATCH OF BIDDERS STATEMENT

Pilbara-based minerals developer Fox Resources Limited (ASX: FXR) gives NOTICE that copies of the bidder's statement given to Hannans Reward Limited by Fox Resources Ltd on 1 May 2009 and takeover offers under the takeover bid to which it relates have been sent as required by item 6 of section 633(1) of the Corporations Act 2001 (Cth). The takeover offers are dated 18 May 2009.

A copy of the Bidders Statement sent to shareholders is attached.

Yours faithfully

Tim Lee Company Secretary

IMPORTANT INFORMATION

Offer Information Line

For information regarding your Hannans Reward Shares, the Offer or how to accept the Offer please read this Bidder's Statement. If you still need assistance please contact Fox Resources' Offer Information Line on: +61 8 9318 5600.

Key Dates
Bidder's Statement lodged withASIC	1 May 2009
Offer opens (date ofOffer)	18 May 2009
Offer closes (unless extended)	5.00 PM (PERTH TIME) 10 JULY 2009

This Bidder's Statement is dated 1 May 2009

This Bidder's Statement is given by Fox Resources Limited ABN 44 079 902 499 to Hannans Reward Limited ABN 52 099 862 129 under Part 6.5 of the Corporations Act 2001 (Cth) (Corporations Act). This Bidder's Statement includes an Offer dated 18 May 2009 to acquire your Hannans Reward Shares and also sets out certain disclosures required by the Corporations Act. A copy of this Bidder's Statement was lodged with the Australian Securities and Investments Commission (ASIC), Hannans Reward and ASX on 1 May 2009. ASIC takes no responsibility for the contents of this Bidder's Statement. A number of defined terms are used in this Bidder's Statement. These terms are defined in section 11. Unless otherwise indicated, all data contained in charts, graphs and figures is based on information available at the last practical trading day before the date of this document. All numbers are rounded unless otherwise indicated.

Investment decisions

This Bidder's Statement does not take into account the investment objectives, financial situation and particular needs of any person. Before deciding whether or not to accept the Offer you may wish to seek independent financial and taxation advice.

Forward looking statements

This Bidder's Statement contains forward looking statements. Forward looking statements are not based on historical facts, but are based on current expectations of future results or events. These forward looking statements are subject to risks, uncertainties and assumptions which could cause actual results or events to differ materially from the expectations described in such forward looking statements. While Fox Resources believes that the expectations reflected in the forward looking statements in this document are reasonable, no assurance can be given that such expectations will prove to be correct. The risk factors set out in section 7 of this Bidder's Statement, as well as other matters as yet not known to Fox Resources or not currently considered material by Fox Resources, may cause actual results or events to be materially different from those expressed, implied or projected in any forward looking statements. Any forward looking statement contained in this document is qualified by this cautionary statement.

Disclaimer as to Hannans Reward and Combined Group information

The information on Hannans Reward, Hannans Reward Shares and the Hannans Reward Group contained in this Bidder's Statement has been prepared by Fox Resources using publicly available information.

The information in this Bidder's Statement concerning Hannans Reward and the assets and liabilities, financial position and performance, profits and losses and prospects of the Hannans Reward Group, has not been independently verified by Fox Resources. Accordingly, Fox Resources does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of such information. The information on the Combined Group contained in this Bidder's Statement, to the extent that it incorporates or reflects information on Hannans Reward and the Hannans Reward Group, has been prepared using publicly available information. Accordingly, information in relation to the Combined Group is subject to the foregoing disclaimer to that extent.

Further information relating to Hannans Reward's business may be included in Hannans Reward's target's statement which Hannans Reward must provide to its shareholders in response to this Bidder's Statement.

Offers outside Australia

Shareholders should note that the consideration under the Offer is securities of Fox Resources, an Australian public company listed on ASX. The Offer is subject to disclosure requirements in Australia which are different from those applicable in other countries. Shareholders whose address in the Hannans Reward register of members is not in Australia or New Zealand (Foreign Shareholders) will not be entitled to receive Fox Resources Shares on acceptance of the Offer (unless Fox Resources determines otherwise). Foreign Shareholders who accept the Offer will be paid a cash amount calculated in accordance with section 10.22 of this Bidder's Statement. This Bidder's Statement does not constitute an offer to issue or sell, or the soliciting of an offer to buy, any securities referred to in this Bidder's Statement in any jurisdiction in which the issue of such securities would be unlawful.

Privacy collection statement

Personal information relating to your shareholding in Hannans Reward has been obtained by Fox Resources or its agents from Hannans Reward in accordance with its rights under the Corporations Act. Fox Resources will share this information with its related bodies corporate, advisers and agents where necessary for the purposes of the Offer. Fox Resources, its related bodies corporate, advisers and agents will use this information solely for purposes relating to the Offer. If you would like details of your personal information held by Fox Resources or its agents please contact our Offer Information Line.

contents

	Why you should accept fox resources' offer	5
	KEY QUESTIONS	15
	what you should do next	17
	1. SUMMARYOF THE OFFER	18
2.	INFORMATION ON FOX RESOURCES	19
3. IN	FORMATIONABOUT FOX RESOURCES' SECURITIES	33
4. IN	FORMATION ON HANNANSREWARDANDHANNANSREWARDSHARES	36
5.	FOX RESOURCES' INTENTIONS	38
6.	PROFILE OF THE COMBINEDGROUP	39
7. RIS	K FACTORS	43
8. TA	XATION CONSIDERATIONS	45
9.	OTHERMATERIAL INFORMATION	47
	10. THE OFFERTERMS	48
	11. DEFINITIONSANDINTERPRETATION	57
	appendices	60

Chairman's LETTER

1 May 2009

Dear Hannans Reward Shareholder,

We are pleased to provide you with this Bidder's Statement detailing Fox Resources' Offer to acquire all of your Hannans Reward Shares on the basis of one Fox Resources Share for every two Hannans Reward Shares.

Fox Resources believes that the Offer represents a practical solution to the difficulties acknowledged by Hannans Reward in advancing its projects. With an aggressive exploration and development culture together with access to sufficient management resources to maintain the momentum of its exploration and development strategy, Fox Resources has the strong credentials required to unlock the potential of the Hannans Reward assets.

I believe that the Combined Group will be well positioned to capitalise on a return to improved metals prices. Fox Resources' assets are located in the world renowned Pilbara region. Its projects contain significant base metal and iron ore resources within more than 3,000km2 of tenements. Our Radio Hill mine produced and shipped nickel and copper concentrate for more than four years but was placed on care and maintenance during 2008 following major adverse movements in nickel prices and the Australian dollar. Fox intends to reopen its Radio Hill nickel mine in late 2009, subject to base metal prices and market conditions improving.

In contrast to Fox Resources' advanced projects and existing mining infrastructure, the Hannans Reward projects are highly speculative, grass roots exploration assets with no JORC resources.

Fox Resources believes that the Offer represents a compelling case for Hannans Reward Shareholders and I encourage you to accept the offer as it will provide you with the following potential benefits:

• 1. Substantial premium over the pre-Takeover Bid Hannans Reward Share price. Based on the volume weighted average share price for Fox Resources Shares and Hannans Reward Shares respectively during the five days preceding the announcement of the Offer, the Offer values Hannans Reward Shares at a 26% premium.
• 2. Access to Fox Resources' strong expertise in project development. Fox Resources' board includes seasoned professionals with a track record of successful development of base metals projects.
• 3. Connections to key Chinese markets through Jinchuan Group.
• 4. Exposure to Fox Resources' potential for near term base metals production and strong project potential.
• 5. Diversification of risk and reduction of corporate overheads associated with Hannans Reward's grass-roots exploration assets and listed public company costs.
• 6. Greater share market liquidity. The market for Fox Resources Shares is significantly more liquid than for Hannans Reward Shares. This, together with increased market capitalisation and new management, may lead to a re-rating of Hannans Reward's assets and increased share market liquidity.

The strong support of the Offer by Hannans Reward Shareholders has already been demonstrated by Pre-bid Acceptance Agreements entered into by a number of Hannans Reward Shareholders in respect of 18.89% of the Hannans Reward Shares currently on issue.

Aside from telling you to take no action in relation to the Offer, Hannans Reward's response to date has been to seek and obtain approval for a very large share placement. If that placement proceeds, it will dilute existing Hannans Reward Shareholders by up to 55%.

This Offer is currently scheduled to close at 5:00pm Perth time on 10 July 2009 unless extended. To accept this Offer, please follow the instructions on the enclosed Acceptance Form. If you require additional assistance, please contact the Offer Information Line on +61 8 9318 5600.

We look forward to welcoming you as a shareholder of Fox Resources.

Yours sincerely

Terry Streeter Chairman

Why you should ACCEPT Fox Resources' Offer

Fox Resources believes you should ACCEPT the Offer for the following key reasons:

• 1. Fox Resources has the strong credentials required to unlock the potential of the Hannans Reward assets
• 1. Attractive premium for your Hannans Reward Shares
• 1. Diversification of risk and reduction of corporate costs associated with Hannans Reward's grass roots exploration projects
• 1. Exposure to Fox Resources' potential for near term base metals production and strong project potential
• 1. Greater share market liquidity and potential for re rating of the Hannans Reward assets
• 1. A significant proportion of Hannans Reward Shareholders, including a recently retired Hannans Reward director, have already agreed to accept the Offer
• 1. If you do not accept the Offer, the market price of your Hannans Reward Shares may fall substantially

The above reasons are explained in more detail on pages 7-14.

1Fox Resources has the strong credentials required to unlock the potential of the Hannans Reward assets

Fox Resources has a proactive exploration and development culture together with an experienced management team, which will maintain the momentum of its exploration and development strategy.

Acceleration of exploration, evaluation and potential development

From a review of ASX announcements it appears to Fox Resources that Hannans Reward is scaling back on exploration and development. Recent ASX announcements indicated that Hannans Reward spent only $69,000 on exploration and evaluation in the December 2008 quarter and that it intended to spend only $150,000 in the March 2009 quarter.

At its 2008 Annual General Meeting Hannans stated that its challenge was:

"To advance the projects as rapidly as possible, during a time when capital is severely restricted, whilst protecting shareholders' interests"

and that:

"Hannans now invites other world-class companies as shareholders and project partners to join with it to unlock the iron, manganese and nickel potential of the Company's portfolio".

Fox Resources believes that Hannans Reward's strategy is likely to result in the slow erosion of its capital base and that Fox Resources' Offer is a practical solution to the difficulties acknowledged by Hannans Reward in advancing its projects.

Demonstrated ability to raise capital

The ability of Fox Resources to secure the Fox Placement to raise $3.4 million (announced to ASX on 28 April 2009) during a depressed economic climate is evidence of Fox Resources' ability to attract investor interest and supports Fox Resources' belief it can successfully raise further funds in the near term.

The Directors of Fox Resources acknowledge the statements made in its last half year report by its auditor that Fox Resources had a working capital deficit of $5,558,537 at 31 December 2008. Further information concerning this position is set out section 2.4 of this Bidder's Statement.

Since 31 December 2008, Fox Resources has undertaken the Fox Placement to raise $3.4 million and renegotiated the terms of a $3.08 million loan from Jungle Creek on the basis described in section 9.11 of this Bidder's Statement. These initiatives go a significant way to addressing the identified working capital deficit and significantly strengthening Fox Resources' balance sheet.

In order to ensure that Fox Resources has sufficient capital to carry out its objectives, the Directors of Fox Resources are continuing to evaluate various further capital raising options available to Fox Resources in the coming months, including a pro-rata rights issue to Fox Resources shareholders or a share purchase plan.

Access to Fox's strong project evaluation and development expertise

Fox Resources' board includes, high calibre, seasoned mining industry professionals with a track record of rapid and successful development of mining projects. An example of this is the Mt Oscar Iron Ore Project. Fox Resources was granted the exploration licence on which this project is located in April 2008 and announced an initial resource for the project less than a year later in March 2009.

Fox Resources Executive Chairman, Terry Streeter, is also Chairman of Western Areas NL – the highly successful, Western Australian nickel miner which, like Hannans Reward, commenced public life as a junior exploration company with grass roots nickel assets. It subsequently discovered and developed the high-grade Flying Fox nickel mine in the same region as Hannans Reward's Forrestania nickel project. Most recently, the Spotted Quoll deposit was discovered in this area and received the "Discovery of the Year Award" in 2008.

Fox Director	Project	Role	Company
Terry Streeter	Flying Fox - Nickel	Chairman	Western Areas NL
	Cosmos Nickel Mine	Non-Executive Director	Jubilee Mines NL
Bruno Seneque	Radio Hill – Nickel/Copper	Finance Director / Company Secretary	Fox Resources
		Group Accountant	Titan Resources Ltd
	Bald Hill - Tantalum	Financial Controller / Company Secretary	Haddington Resources Ltd
Geoff Clifford	Koolan Island - Iron Ore	Non-Executive Director	Aztec Resources Ltd
	Cockatoo Island/Koolyanobbing –Iron Ore	General Manager Administration/ Company Secretary	Portman Ltd
	Pardoo – Iron Ore	Chairman	Atlas Iron Ltd
Dr Yulong Tian	Jinchuan Nickel-Copper Deposit	Geologist	Jinchuan Group Limited

The following table sets out previous and current involvement of Fox Resources' Directors in resource projects:

Access to key Chinese markets through Jinchuan Group

China's largest nickel producer and one of its major copper producers, the Jinchuan Group, is Fox Resources' off-take partner and largest shareholder. This provides Fox Resources with connections to Chinese markets.

1

2 Attractive premium for your Hannans Reward Shares

The Offer represents a 26% premium for your Hannans Reward Shares based on the volume weighted average share price of Fox Resources Shares and Hannans Reward Shares during the five days up to and including 18 March 2009 (the last trading day immediately prior to the announcement of the Offer).

Offer premiums to Hannans Reward's closing price and VWAP over various periods

Although the share prices of both companies have appreciated since the announcement of the Offer, Fox Resources believes that its Takeover Bid is the major factor supporting the Hannans Reward Share price in the period since the Offer was announced.

3 Diversification of risk and reduction of corporate costs associated with Hannans Reward's grass roots exploration projects

In contrast to Fox Resources' advanced projects and existing mining infrastructure, Hannans Reward's projects are highly speculative, grass roots exploration assets with no JORC resources. These are long-term exploration projects which will require significant capital to explore, evaluate and, should any of them eventually prove economically viable, develop. On the other hand, Fox Resources' asset portfolio includes JORC resources, existing mining infrastructure, and the potential for near term production.

Fox Resources' Offer provides Hannans Reward Shareholders with an opportunity to diversify the risks associated with the Hannans Reward projects through exposure to the Combined Group's increased pool and geographic spread of quality assets.

Moreover, the combination of the nickel and iron ore assets of the two organisations, which are at different stages along the development curve, would provide long term benefits to the shareholders of the Combined Group by the creation of a robust project development pipeline.

The combination of Fox Resources and Hannans Reward will also reduce the aggregate corporate overhead costs presently required to operate two completely separate ASX listed companies.

4Exposure to Fox Resources' potential for near term base metals production and strong project potential

Fox Resources has an outstanding set of assets with a substantial resource and exploration tenement footprint in one of the world's most sought after addresses located in the Pilbara region of Western Australia – one of the world's premier mining regions – which Fox Resources is aggressively committed to developing in order to drive value for shareholders.

The two most exciting projects are the Radio Hill and Mt Oscar projects. As at 30 June 2008, total base metal resources within Fox Resources' more than 3,000km2 tenements included over 40,000 tonnes of contained nickel, over 70,000 tonnes of contained copper, over 30,000 of contained zinc. In addition, an initial inferred magnetite resource of 72 million tonnes at 34% iron has recently been delineated at Mt Oscar.

Note: The projects highlighted in green are not projects of Fox Resources and are shown only to provide an indication of other projects in the region.

4

Radio Hill – proven production asset – 100% Fox Resources

The Radio Hill project is a proven production asset with low technical risks. It produced and shipped nickel and copper concentrate for more than four years before being placed on care and maintenance during 2008 following major adverse movements in nickel prices and the Australian dollar. Fox Resources is aiming to resume concentrate production at Radio Hill by the end of 2009, subject to an improvement in base metal prices and market conditions.

Fox Resources is targeting an increase in disseminated resources at Radio Hill to three million tonnes, in line with its strategy to develop the project as a higher tonnage nickel operation. Wireframing (3D modelling) of the disseminated mineralisation above and down plunge of Radio Hill to produce an updated resource estimate of this material has commenced. Recent process plant improvements, in conjunction with an ongoing optimisation review, will stand Fox Resources in good stead for a successful return to base metals production.

The project offers the significant advantages of being close to the major port of Dampier and established infrastructure, including a new 84 man village, a 425,000 tonne per annum nickel processing plant, a fully developed underground mine at Radio Hill and concentrate storage facilities at the Port of Dampier, 40km from the Radio Hill Mine. The concentrates produced at Radio Hill are high value due to their low levels of magnesium oxide and arsenic. Fox Resources also has an off-take arrangement in place with marketing partner Jinchuan Group – China's largest producer of nickel, and a major Fox Resources Shareholder.

Mt Oscar – Massive Iron Ore Potential – 100% Fox Resources

Fox Resources is aggressively pursuing this project, for which it recently announced an initial inferred resource of 72.4 million tonnes at 34% iron and encouraging metallurgical test results. Fox Resources is confident that it will delineate a significantly larger resource at Mt Oscar with further drilling. The resource model is open along strike and down dip at anomalies 1 and 2 (see Figure 7 in section 2.3 of this Bidder's Statement). Anomalies 3, 4 and 5 have yet to be drill tested.

Fox Resources has a target of one billion tonnes of magnetite ore at Mt Oscar, which lies within the Cleaverville Formation in the magnetite-rich west Pilbara region. The project area is on a granted exploration licence 30km south of the port of Cape Lambert. This location gives the project massive advantages in terms of access to infrastructure and vital services. Gas, water and power are all within 20km of the project and port facilities are 30km from the project.

Other Prospects

Fox Resources has a substantial portfolio of potential exploration targets and known base metals occurrences, including a number of near mine prospects. We believe Fox Resources enjoys significant potential for further base metals discoveries over its extensive tenement package in the Pilbara.

See section 2.3 for further details about Fox Resources' project portfolio.

Significant boost to the liquidity of your investment

As shown by the tables below, the market for Fox Resources Shares is significantly more liquid than the market for Hannans Reward Shares on both a relative and absolute basis.

* Hannans Reward data includes a trading halt for two days but otherwise Hannans Reward Shares were not suspended or halted.

The expected increase in the shareholder base and market capitalisation of Fox Resources as a result of a successful Takeover Bid is expected to further boost liquidity in absolute terms.

Potential for re-rating of Hannans Rewards' projects

The Combined Group could be expected to have a market capitalisation of approximately A$34m (based on Fox Resources' closing share price as at 30 April 2009) which may – together with the strong credentials of the Fox Resources team and the expected increase in share market liquidity – lead to greater recognition on ASX and re-rating of the Hannans Reward assets by investors.

Reasons why you should accept Fox Resources' Offer 6 A significant proportion of Hannans Reward Shareholders, including a recently retired Hannans Reward director, have already agreed to accept the Offer

The strong support of a number of Hannans Reward Shareholders is demonstrated by Pre-bid Acceptance Agreements entered into by a number of Hannans Reward Shareholders in respect of Hannans Reward Shares held by them representing 18.89% of the total Hannans Reward Shares on issue at the date of this Bidders Statement.

Mr Terry Grammer, a seasoned geologist who was until very recently a director of Hannans Reward, is one of those Hannans Reward Shareholders who has entered into a Pre-bid Acceptance Agreement. Mr Grammer is best known for the discovery of Jubilee Mines NL's Cosmos Nickel deposit and was a founder and promoter of successful explorer/producer Western Areas NL.

7If you do not accept the Offer, the market price of your Hannans Reward Shares may fall substantially

Hannans Reward Shareholders should note that there has been no competing takeover bid for their Hannans Reward Shares announced at the date of this Bidder's Statement. Fox Resources believes that its Takeover Bid has been the major factor supporting the Hannans Reward Share price in the period since the Offer was announced on 19 March 2009 to the date of this Bidder's Statement. If the Offer is not successful for any reason it is possible that the price of Hannans Reward Shares may fall substantially.

fox Bidder's Statement 13 fox Bidder's Statement 14

This section answers some key questions that you may have about the Offer and should only be read in conjunction with the entire Bidder's Statement.

1. What is the Bidder's Statement?

The Bidder's Statement sets out the terms of Fox Resources' Offer and information relating to the Offer and the consideration you will receive.

2. What is the Offer?

Fox Resources is offering to buy your Hannans Reward Shares by way of an off-market takeover offer.

The Offer price is 0.5 Fox Resources Shares for each Hannans Reward Share (which is effectively the same as an offer of 1 Fox Resources Share for every 2 of your Hannans Reward Shares). If you become entitled to a fraction of a Fox Resources Share, that fraction will be rounded down.

3. What are the tax consequences if I accept the Offer?

Please consult your financial, tax or other professional adviser on the tax implications of accepting the Offer. However, a general summary of the likely tax consequences is set out in section 8.

4. How do I accept the Offer?

To accept the Offer you must follow the instructions set out in section 10.7. Instructions are also set out on your personalised Acceptance Form.

5. Can I accept the Offer for part of my holding?

No, you can only accept for all of your holding. Subject to the matters set out in section 10.1(a) in respect of Hannans Reward Shares issued pursuant to the Hannans Reward Placement, your acceptance will be treated as being for all your Hannans Reward Shares including any additional Hannans Reward Shares registered as held by you at the date your acceptance is processed.

6. What happens if I do not accept the Offer?

Subject to what is stated below, you will remain the holder of your Hannans Reward Shares if you do not accept the Offer. If Fox Resources acquires a relevant interest in at least 90% of the Hannans Reward Shares (by number) on issue at any time during the Offer Period and the other conditions are satisfied or waived, Fox Resources intends to proceed to compulsorily acquire your Hannans Reward Shares (see section 5.3).

If Fox Resources proceeds with compulsory acquisition, this will occur on a date after 10 July 2009 and you will have to wait and claim the 0.5 Fox Resources Shares for each Hannans Reward Share which is compulsorily acquired.

7. Can I withdraw my acceptance?

Under the terms of the Offer you cannot withdraw your acceptance unless a withdrawal right arises under the Corporations Act. Such a withdrawal right will arise if, after you have accepted the Offer, Fox Resources varies the Offer in a way that postpones for more than one month the time when Fox Resources has to pay you under the Offer (for example if Fox Resources extends the Offer for more than 1 month while the Offer remains conditional).

8. When does the Offer close?

The Offer is currently scheduled to close at 5:00pm Perth time on 10 July 2009, unless extended or withdrawn.

9. Can Fox Resources extend the Offer Period?

Yes, the Offer can be extended by Fox Resources or otherwise in accordance with the Corporations Act. You will be sent written notice of any extension, as required by the Corporations Act.

10. Can I sell on the market the shares I receive from accepting the Offer?

Yes. You will be able to sell on ASX the Fox Resources Shares you receive.

11. What if I am a foreign shareholder?

Certain foreign holders of Hannans Reward Shares will not be entitled to receive Fox Resources Shares on accepting the Offer. These foreign shareholders who accept the Offer will be paid the net cash sale proceeds of Fox Resources Shares which they would otherwise have received (see section 10.22). The foreign holders to which this applies are holders of Hannans Reward Shares whose address as shown in the acceptance register that Fox Resources maintains is in a jurisdiction other than Australia and its external territories or New Zealand.

12. If I accept the Offer, when will I be issued Fox Resources Shares?

If you accept this Offer Fox Resources will, in the usual course, issue you with Fox Resources Shares on or before the earlier of: (a) the day 1 month after you accept this Offer or, if this Offer is subject to a Defeating Condition when accepted, 1 month after the contract resulting from your acceptance becomes unconditional; and

(b) the day 21 days after the end of the Offer Period, provided that the Offer has become unconditional.

Full details of when you will be issued Fox Resources Shares are set out in section 10.19.

13. Will I need to pay brokerage or stamp duty if I accept the Offer?

You will not pay any stamp duty on accepting the Offer.

If your Hannans Reward Shares are registered in an Issuer Sponsored Holding in your name and you deliver them directly to Fox Resources, you will not incur any brokerage connected with you accepting the Offer.

If your Hannans Reward Shares are in a CHESS Holding or you hold your Hannans Reward Shares through a bank, custodian or other nominee, you should ask your Controlling Participant (usually, your Broker or the bank, custodian or other nominee) whether it will charge any transaction fees or service charges connected with you accepting the Offer.

If you are a Foreign Shareholder, the proceeds of sale of the Fox Resources Shares to which you would otherwise become entitled to receive as a consequence of accepting the Offer will be net of sale costs, including brokerage and GST on that brokerage (see section 10.22).

14. What are the conditions to the Offer?

The conditions of the Offer (the Defeating Conditions) are set out in section 10.12 These conditions include:

•that at the end of the Offer Period Fox Resources has a relevant interest in more than 90% of the Hannans Reward Shares on issue; •a condition relating to other regulatory approvals;

•that no prescribed occurrence occurs during the period from 1 May 2009 to the end of the Offer Period; and

•conditions relating to changes in the business, assets, liabilities, financial position, performance, profitability or prospects of Hannans Reward.

15. What happens if the conditions of the Offer are not satisfied or waived?

If the conditions of the Offer are not satisfied or waived before the Offer closes the Offer will lapse. Fox Resources will make an announcement to ASX if the conditions of the Offer are satisfied or waived during the Offer Period.

16. Are there any risks in accepting the Offer?

If you accept the Offer and the Offer is declared unconditional, you will become a shareholder in Fox Resources. There are risks in holding Fox Resources Shares including those set out in section 7. You are already exposed to several of these risks, to varying degrees, as a result of holding Hannans Reward Shares.

what should i do next

Carefully read the entire Bidder's Statement and consider the information provided.
Read the Target's Statement to be provided by Hannans Reward.
If you need advice, consult your Broker or your legal, financial or otherprofessional adviser
If you have any queries about this document, the Offer or how to accept the Offer,please contact the Fox Resources Offer Information Line on: +61 8 9318 5600.
If you wish to accept the Offer follow the instructions below.

How to accept the Offer

You should read section 10.7 for full details on how to accept the Offer.

If your Hannans Reward Shares are in a CHESS Holding, to accept you must either:

• instruct your Controlling Participant to accept the Offer on your behalf; or
• complete, sign and return the enclosed Acceptance Form in accordance with the instructions on it.

If you are a Participant (as defined in the ASTC Settlement Rules) (typically, a stockbroker who is a participating organisation of ASTC), the above does not apply. To accept the Offer you must initiate acceptance in accordance with the ASTC Settlement Rules.

If your Hannans Reward Shares are in an Issuer Sponsored Holding, to accept you must complete, sign and return the Acceptance Form in accordance with the instructions on it.

If your SRN/HIN begins with an "I", this indicates that your Hannans Reward Shares are in an Issuer Sponsored Holding. To be effective, your acceptance must be received by Fox Resources in sufficient time to arrange an acceptance before 5:00pm Perth time on the closing date.

Delivery and Mailing Address

Please use the business reply paid envelope enclosed with this Bidder's Statement.

Alternatively, the mailing address is: Computershare Investor Services Pty Limited GPO Box 52 MELBOURNE VIC 3001, AUSTRALIA

1. Summary of the Offer

What Fox Resources is offering to buy	Fox Resources offers to acquire all of your Hannans Reward Shares.
What you will receive if you accept theOffer	If you accept the Offer, subject to the satisfaction of the conditions to the Offer,for every Hannans Share, you will be issued 0.5 Fox Resources Shares. If youbecome entitled to a fraction of a Fox Resources Share, that fraction will berounded down.
When you will be paid	If you accept this Offer Fox Resources will, in the usual case, pay you for yourHannans Reward Shares to which Fox Resources acquires good title on orbefore the earlier of:
	(a) the day 1 month after you accept this Offer or, if this Offer is subjectto a Defeating Condition when accepted, 1 month after the contractresulting from your acceptance becomes unconditional; and(b) the day 21 days after the end of the Offer Period, provided that theOffer has become unconditional.
	Full details on when you will be paid are set out in section 10.19.
Closing of the Offer	Unless withdrawn or extended the Offer is open until 5:00pm Perthtime on 10 July 2009.
Conditions	The Offer is subject to the conditions (Defeating Conditions) set out in section10.12 of this Bidder's Statement. These conditions include:• that at the end of the Offer Period Fox Resources has a relevant interestin more than 90% of the Hannans Reward Shares on issue;• that no prescribed occurrence occurs during the period from 1 May 2009to the end of the Offer Period;• a condition relating to other regulatory approvals; and• conditions relating to changes in the business, assets, liabilities,financial position, performance, profitability or prospects ofHannans Reward.
How to accept	CHESSHoldings
	You should read section 10.7 for full details on how to accept the Offer.
	If your Hannans Reward Shares are in a CHESS Holding, to accept you musteither:• instruct your Controlling Participant (usually your Broker) to accept theOffer for you; or• complete, sign and return the Acceptance Form.Issuer Sponsored HoldingsIf your Hannans Reward Shares are in an Issuer Sponsored Holding, to acceptyou must complete, sign and return the Acceptance Form.Signed Acceptance Forms must be sent to:Computershare Investor Services Pty LimitedGPO Box 52MELBOURNEVIC 3001, AUSTRALIAA business reply-paid envelope is enclosed.
No stamp duty	You will not pay any stamp duty on accepting the Offer.
Further information	For questions about your Hannans Reward Shares, the Offer or how to acceptthe Offer please refer to the remainder of the Bidder's Statement. If you stillneed assistance, please call the Fox Resources Offer InformationLine on: +61 8 9318 5600.

2. Information on Fox Resources

2.1 Overview

Fox Resources is a nickel/copper focused metals developer, with a substantial footprint in the world-renowned Pilbara region. Fox Resources has a significant in-ground resource base of nickel, copper, zinc and an iron ore project (magnetite), backed by established mining and logistics infrastructure.

Fox Resources projects are located close to the coast and near to world class port infrastructure. They also provide outstanding exploration opportunities with more than 3,000km2 of highly prospective tenement area

Fox Resources has a nickel/copper off-take arrangement in place with marketing partner Jinchuan Group – China's largest producer of nickel, and a major Fox Resources Shareholder. Fox Resources has a highly experienced Board and management team, with particular expertise in the development of major base metals and iron ore projects.

2.2 Directors of Fox Resources

Brief profiles of the directors of Fox Resources as at the date of this Bidder's Statement are as follows:

Terry Streeter, Chairman

Mr Streeter is a Perth businessman with extensive experience in exploration and mining companies. He has held various interests in the nickel sulphide industry for over 30 years. Mr Streeter is also Chairman of Western Areas NL and a Director of Midas Resources Ltd. Previous experience also included directorship of Jubilee Mines NL.

Bruno Seneque, Managing Director (CPA)

Mr Seneque is a Certified Practicing Accountant with CPA Australia with 14 years experience in corporate accounting and administration. Mr Seneque has been employed with Fox Resources since May 2004 and was Finance Director from 2005 to 2008. Prior to joining Fox Resources he was Financial Controller and Company Secretary for Haddington Resources Ltd and Group Accountant to Titan Resources Ltd (previous owners of Radio Hill).

Geoff Clifford, Non Executive Director (CPA Accountant, Company Secretary)

Mr Clifford holds a Bachelor of Business degree from Curtin University and undertook post graduate studies in Administrative and Secretarial Practice. He has more than 30 years experience in senior accounting, finance, administration and company secretarial roles in the mining, retail and wholesale industries. Mr Clifford is currently a member of the WA State Council of Chartered Secretaries Australia, Chairman of Atlas Iron Limited and Non Executive Director of RMA Energy Limited and Glengarry Resources Ltd.

Dr Yulong Tian, Non Executive Director (PH.D Prof. Geologist)

Dr Tian is a professional Geologist with a wealth of knowledge and extensive experience with non-ferrous minerals deposits including tin, copper and nickel. He accomplished a Post Doctoral qualification on the Jinchuan Nickel-Copper deposit, which is one of the most famous large, multi-metal associate nickel and copper sulphides in the world.

2.3 Fox Resources' Project Portfolio

Fox Resources' focus in 2009 is the continued optimisation of its Radio Hill project which may include a significant upgrade of the processing facilities to boost capacity and ensure it is poised to pounce when base metal prices rebound.

Over recent years, Fox Resources has significantly increased its presence in the West Pilbara region. Fox Resources at present has access to 3,000 km2 of tenement holding (Figure 1). This situation offers Fox Resources significant exploration opportunities in a region with known nickel, copper, zinc, gold and iron ore resources, some of which like Radio Hill and Whundo have already been exploited. The strength of Fox Resources' portfolio lies not solely in the tenure position, but the fact there exists a pipeline of projects from near mine/brownfields through advanced to greenfields and conceptual targets in a range of commodities.

Figure 1: Fox Resources West Pilbara tenement access.

Note: the projects highlighted in green are not projects of Fox Resources and are shown only to provide an indication of other projects in the region.

Nickel/Nickel-Copper Radio Hill – Fox Resources 100%

Fox Resources' primary nickel focus is the Radio Hill project (Figures 1 & 2), located 35km south of Karratha. Radio Hill had been producing and shipping nickel and copper concentrate for more than four years up to September 2008, before being placed on care and maintenance during 2008 following adverse movements in nickel prices. Fox Resources is aiming to have Radio Hill back in production before the end of 2009 subject to base metal prices and market conditions improving.

The project offers the advantages of established infrastructure, including a new 84 man village, a 425,000 tonne per annum nickel processing plant, tailings disposal facilities, a fully developed underground mine at Radio Hill and concentrate storage facilities at the Port of Dampier, 40km from the Radio Hill Mine. The concentrates produced at Radio Hill are also high value due to their low levels of magnesium oxide and arsenic. The development program includes a major base metal exploration campaign to expand resources in conjunction with renowned geological service firm Newexco Services Pty Ltd (Newexco). Fox Resources is targeting at least 3 million tonnes at 0.8% nickel and 1.1% copper with the aim of opening a robust lower grade, higher tonnage operation.

As of 30 June 2008, a resource of 866,000 tonnes at 0.76% nickel, 1.12% copper (indicated) and 94,000 tonnes at 0.70% nickel, 0.90% copper (inferred) exists at Radio Hill.

To grow the current resource base, Fox Resources has focused recent activity on re-evaluating the known disseminated mineralisation above the previously mined Radio Hill orebody and its down plunge extents.

A campaign of geological re-logging and sampling of underground drill holes from around and down plunge of the mine was completed in March 2009. In parallel two consecutive drilling programmes were recently completed at Radio Hill, designed to delineate coherent higher grade zones immediately down plunge of the deposit within the previously reported mineralised trend. All drill-holes intersected variable thicknesses of the host mine gabbro (host rock). Where mineralised, sulphides occur as disseminated, blebby and stringer accumulations.

All geological logging and sampling from this drilling has been completed and assays have been received. Wireframing has commenced to produce an updated Resource model for the disseminated mineralisation above and down plunge of Radio Hill.

With this current phase of drilling complete at Radio Hill, work has shifted focus on additional near mine exploration to further increase the resource base. Areas of interest that are being evaluated include extensions to the F-zone, the K2 trend and deeper down plunge extents along the Radio Hill mineralised trend with the objective of intersecting massive sulphide.

Previous explorers have restricted themselves to the immediate vicinity of the Radio Hill Mine without performing much work on the prospective Radio Hill Gabbro, which is right on the doorstep of the Radio Hill Mine.

Proximate to the mine two Radio Hill like magnetic anomalies named David and Goliath, have been identified (Figure 3). 3D inversions have been completed on the aeromagnetic data and results indicate that the tops of magnetic sources at both David and Goliath are in excess of 150m below surface. Fox is reviewing the potential that David and Goliath could be repetitions of the Radio Hill mine sequence at depth (+200m).

Figure 2: Drillhole coverage, projection of known mineralisation and near mine exploration target areas at Radio Hill

2. Information on Fox Resources

Figure 3: Aeromagnetic image illustrating the location of the David and Goliath prospect adjacent to Radio Hill

Sholl B2 – 100% Fox Resources

The B2 nickel-copper deposit is only 12 kilometres from the Radio Hill processing plant. The deposit is a 2.5 kilometre mineralised horizon occurring at the base of the Sholl Layered Intrusive Complex. The deposit comprises four separate mineralised lodes the Anita, Abi, Dawn and Ashlea, each containing a nickel-copper rich sulphide core with a nickel-copper-rich disseminated sulphide halo (Figure 4).

Exploration to-date has delineated a resource at B2 of:

633,000 tonnes at 0.59% nickel and 0.64% copper (indicated); and 5,324,000 tonnes at 0.53% nickel and 0.64% copper (inferred).

2008 saw the successful completion of a fixed loop time domain electromagnetic survey using a high temperature superconductive quantum interference device (SQUID) (LandTEM) survey. This survey essentially restricts extent of the mineralised B2 system to the south. However, approximately 600m of extra strike potential was defined by the survey, which was initiated on the results of a versatile time domain electromagnetic (VTEM) survey flown in 2006, which indicated that the mineralisation continued beyond the deepest drilling at the time, plunging beyond the depth capacity of the VTEM system. VTEM is a Canadian airborne time-domain electromagnetic system by Geotech Airborne. The system utilises modern advances in digital electronics and signal processing and was designed to have very low-noise characteristics, which provides deep penetration, high spatial resolution, excellent resistivity discrimination and detection of weak anomalies.

In addition to the B2 deposit, sulphide mineralisation has been identified elsewhere in the complex and future exploration attention will focus on reviewing geochemical and geophysical anomalies in structurally complex areas within the Sholl vicinity.

Figure 4: Surface projection of the Sholl B2 deposit.

Ruth Well – 100% Fox Resources

The Ruth Well Project is located 12 kilometres north of Radio Hill. In 2005 Fox Resources purchased the small Ruth Well nickel deposit and its surrounding nickel tenements from Titan Resources Ltd. Fox Resources acquired the tenements to further increase the opportunity of discovering additional nickel sulphides by focusing on known mineralised systems rather than grassroots exploration.

Ruth Well differs from other Fox Resources nickel projects with the target being higher grade "Kambalda style" massive sulphide accumulations. Evidence for this style of mineralisation comes from previously reported high grade nickel mineralisation intersections achieved at Ruth Well (see below):

• RWRC218: 11 metres at 4.3% nickel, 1.5% copper, 0.13% cobalt, from 55m;
• including 3 metres at 13.1% nickel, 1.0% copper, 0.35% cobalt from 59m;
• RWRC230: 3 metres at 6.0% nickel, 1.2% copper, 0.18% cobalt from 69m;
• including 1 metre at 13.8% nickel, 1.7% copper, 0.41% cobalt, from 70m;
• RWRC220: 4 metres at 5.4% nickel, 3.0% copper, 0.17% cobalt from 79m; and
• including 1 metre at 15.9% nickel, 6.7% copper, 0.49% cobalt from 81m.

Since acquisition, exploration by Fox Resources has confirmed the presence of significant intervals of nickel, copper and cobalt mineralisation close to surface at around 50 metres, and further work is warranted to better understand the mineralised system to expand the current resource in the Ruth Well area. Fox Resources intends to complete a technical review in order to generate drill targets for the next phase of drill testing.

Bertram – 100% Fox Resources

Bertram is located approximately 12km south of Radio Hill and 3km south west of the West Whundo copper mine. Bertram is located in an area previously explored, where a historical diamond drill hole, WSP-10, drilled in the late 1960's intersected 1.8m at 3.4% copper from 22m down hole. A VTEM survey over the Bertram area identified four conductors proximal to this intersection. Subsequent drilling intersected shallow, fresh massive and stringer nickel and copper sulphides, with in the best intersection being 1m at 1.35% nickel and 0.31% copper from 57m down hole depth in hole 08BERC003.

Drilling, geochemical analysis and field observations have now clearly defined Bertram as a basaltic komatiite hosted system with the potential to host significant nickel mineralisation. Exploration activities to date have only focussed on approximately 1km of strike of the belt and a remaining 5 kilometres is essentially untested, which represents significant exploration potential. A technical review of the Bertram prospect is underway to understand the identified mineralisation to better direct the exploration strategy in the Bertram area.

Baynton – 100% Fox Resources

25 kilometres north west of Radio Hill, Fox Resources has identified a nickel/copper target known as the Baynton Complex. Baynton is a large horseshoe shaped magnetic anomaly that could represent a Sholl/Radio Hill type layered mafic/ultramafic intrusion. Data reviewed in early 2007 identified two immediate target areas, Marcia Well and Crabhole. A subsequent ground based geophysical moving loop time domain electromagnetic (MLEM) survey conducted in late in 2007, generated weak bedrock conductors at Marcia Well. In April 2008, a VTEM survey was flown over the Baynton Complex. An additional fourteen possible bedrock conductors were defined. Field reconnaissance conducted to ground check these geophysical anomalies, found all but one, a station shed, to be blind, that is completely obscured by alluvial overburden. Ultramafic rocks were observed outcropping near one anomaly. At present there is little geological support for these anomalies due to the lack of outcrop and the anomalies remain unexplained.

Fox Resources is reassessing the geophysical anomalies and planning a drilling programme. The programme will simultaneously test the anomalies and provide geological information on which to build a better geological understanding of the area.

Copper Zinc Exploration

The Whundo Copper Zinc Project covers an area of approximately 900 hectares on mining leases within 12 km of Radio Hill Mill. At present the project comprises the Ayshia, Whundo and West Whundo deposits (Table 1 & Figure 5) and the Bentley, Shelby and Austin Anomalies.

Table 1: Whundo Project Statement of Mineral Resources as at 30 June 2008

Resource Area	Mineralisation	ResourceClassification	Tonnes	Cu %	$Zn$ %
West Whundo 149	Primary Sulphide	Indicated	619,000	1.73	1.16
West Whundo (4)	Primary Sulphide	Inferred	57,000	0.49	1.96
Whundo 59	Primary Copper - Zinc Sulphide	Measured	304,000	1.30	0.10
Whundo 59	Primary Copper - Zinc Sulphide	Indicated	598,000	1.00	0.60
Whundo 69	Primary Copper - Zinc Sulphide	Inferred	104,000	1.10	0.40
Ayshia ®	Primary Sulphide	Measured	150,000	0.50	2.40
Ayshia ®	Primary Sulphide	Indicated	344,000	0.50	3.30
Ayshia (6)	Primary Sulphide	Inferred	273,000	0.30	1.30
Total			2,449,000	1.04	1.27
Contained Metal (Tonnes)				25,364	31,125

ZINC MINERAL RESOURCE
Resource Area	Mineralisation	ResourceClassification	Tonnes	Zn %
Whundo (6)	Primary Zinc Sulphide	Measured	94,000	0.60
Whundo (6)	Primary Zinc Sulphide	Indicated	249,000	1.20
Whundo (6)	Primary Zinc Sulphide	Inferred	78,000	1.10
Total			421,000	1.05
Contained Metal (Tonnes)				4,410

Historically copper was mined in the area from the old Whundo deposit intermittently since 1911, with the most recent operations ceasing in 1976. The largest mining operation was by Whim Creek Consolidated NL in 1976 when 6,746 tonnes of 27.4% copper ore was produced from a supergene oxidised ore shoot at Whundo. Total production from this deposit was 12,000 tonnes of direct shipping supergene ore grading 22.3% copper.

900 metres north east of the Whundo Mine, the historic Yannery Mine opened in 1913 and produced 477 tonnes of copper ore grading 42.5% until 1920. In the 1950s, a further 1,912 tonnes of cupriferous ore was extracted.

The Yannery Mine, 900 metres north east of the Whundo Mine, opened in 1913 and 477 tonnes of copper ore grading 42.5% was produced until 1920. In the 1950s, a further 1,912 tonnes of cupriferous ore was extracted.

In April 2006, Fox Resources commenced mining at West Whundo. The initial stage one pit was developed to access high grade supergene copper sulphide with a reserve of 121,000 tonnes at 5.6% copper. The stage one pit was completed in November 2006 and 124,884 tonnes of supergene ore was mined at a grade of 5.91% copper or 7,398 tonnes of contained copper metal. This ore was processed through the Radio Hill concentrator from June 2006 through to January 2007 and in that period produced 23,286 tonnes of copper concentrate at 21.2% copper or 4,943 tonnes of contained copper metal.

2. Information on Fox Resources

Figure 5: Schematic representation of copper mineralisation at Whundo

From the Whundo Copper Zinc Project area a sulphide resource of 2.45Mt of 1.04% copper and 1.27% zinc has been defined. Fox Resources considers the potential of finding additional base metal resources to be excellent, due to the geological setting in the Whundo area being favourable for the hosting of volcanogenic massive sulphide (VMS) deposits. Fox Resources is aware of the untested potential of the area, but also recognises the importance of understanding the regional geology before further drilling. The ultimate aim is to demonstrate the continuity between the various deposits. Given the fact that a majority of the deposits remain open in two or more directions, Fox Resources believes increasing the overall resource tonnage or grade is an achievable target.

De Beers Tenements – 100% Fox Resources

In 2007, Fox Resources entered an agreement with De Beers Australia Exploration Ltd (De Beers) which allowed Fox Resources to utilise its exploration data with a view to acquiring an interest in De Beers tenements. Since signing the agreement a number of granted tenements were transferred into Fox Resources ownership, strengthening Fox Resources' strategic landholding.

The De Beers tenements are considered prospective for base metals and gold and are being explored as a lesser priority project to Fox Resources' nickel and iron ore projects. The tenements are attractive in that the rugged nature of the country has precluded exploration in the past and the thin Proterozoic geological cover masks prospective Archaean geology.

Work to date in the region includes a VTEM survey which was completed over several of the tenements in late 2007, and resulted in the definition of six anomaly clusters. A field programme of stream sediment, bulk leach extractable gold (BLEG) and rock chip sampling over the southern tenement holding has also been completed. This programme identified areas anomalous in base metals and gold. Subsequently target areas have been identified and ranked according to the strength and coincidence of the VTEM and geochemical and field checking. Three VTEM anomaly clusters; the Legendre, Millers Well and Harding cluster have been selected for follow-up exploration including ground based geophysical surveying and more detailed geochemical sampling. It is envisaged that drill targets will be generated by this follow up programme.

Gold

From past and recent work it is clear that gold is present at a number of locations on Fox Resources' tenure. The majority of gold prospects on Fox Resources' ground in the Radio Hill area are located around the Mt Sholl layered intrusion (Figure 6). The best known and most advanced prospects are Four Ounce Show (FOS) and Radley's. Other more grass roots prospects include the Duffer Block, Mt Sholl area, the Sholl Shear Zone, the Xenolithic dyke and the recently discovered Deep Blue area along the margin of the Sholl Intrusion. The most promising gold prospect on Fox Resources' ground outside the Mt Sholl area is East Well where previous drilling intercepted 2m at 5.5 g/t gold.

Figure 6: Fox Resources Gold Prospects

2. Information on Fox Resources

Iron Ore

Mt Oscar – 100% Fox Resources

The Mt Oscar project is based on a large magnetite deposit within a major iron ore province, through which Fox Resources aims to deliver rapid value to Fox Resources' shareholders.

The project is comprised of approximately 10km strike length of Banded Iron Formation (BIF) hosted within the Cleaverville Formation. Magnetic surveys defined five magnetic anomalies which are particularly strong in intensity – significantly higher than those of other magnetite projects within the Pilbara.

On 18 March 2009, Fox Resources announced an inferred JORC resource of 72.4 million tonnes at 34.02% Fe.

The focus of the 2008 drilling programs was entirely on Anomalies 1 and 2 and there remains significant untested strike length of mineralisation at Anomalies 3, 4 and 5. The resource remains open at depth and along strike, and Fox Resources is confident of achieving further, substantial increases in the Project's mineral resource inventory with further drilling.

Figure 7: Aeromag Anomalies at Mt Oscar

Figure 8: Mt Oscar Iron Ore Project showing proximity to proposed Anketell Point Port and other Magnetite projects

Mt Kristie, Mt Catherine, Mt Carla – 100% Fox Resources

Following the success at the Mt Oscar Project, Fox Resources is now examining other magnetite projects within its tenement holdings that are also hosted within the Cleaverville Formation.

Fox Resources is currently undertaking reconnaissance mapping and sampling programs at the Mt Kristie, Mt Carla & Mt Catherine magnetite projects. These projects are all located on the Miaree Magnetite Trend which is an exposure of the magnetite rich Cleaverville Formation that extends for more than 50km from Cape Lambert through to Cape Preston. The Mt Kristie, Mt Carla & Mt Catherine magnetite projects comprise approximately 12km of strike length of the Miaree trend and are considered to have the potential to host substantial quantities of magnetite mineralisation.

The reconnaissance mapping and sampling will be used to define suitable targets to be drilled during the quarter ending 30 September 2009.

Competent Persons Statement

The information in this Bidder's Statement that relates to base metals exploration results is based on information reviewed by Mr Adrian Black and Mr William Amann of Newexco Services Pty Ltd. Both Mr Adrian Black and Mr William Amann are members of the Australian Institute of Geoscientists and have sufficient experience which is relevant to this style of mineralisation and deposit under consideration to qualify as Competent Persons as defined in the 2004 Edition of the "Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Both Adrian Black and William Amann consent to the inclusion in this Bidder's Statement of the matters based on the information in the form and context in which it appears. Newexco Services Pty Ltd currently owns 25,000 Hannans Reward Shares.

The information in this Bidders' Statement that relates to exploration results, mineral resources or ore reserves is based on information compiled by Mr Gustav Wolff who was a consultant to the company and is a member of the Australian Institute of Geoscientists and has sufficient experience which is relevant to this style of mineralisation and deposit under consideration to qualify as Competent Person as defined in the 2004 Edition of the "Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Wolff consents to the inclusion in this Bidder's Statement of the matters based on the information in the form and context in which it appears.

The information in this Bidder's Statement, including in this section 2.3, that relates to iron ore exploration results, is based on information compiled by Mr Neil Winfield who is an employee of the company and is a member of the Australasian Institute of Mining and Metallurgy. Mr Winfield has sufficient experience which is relevant to the style of mineralisation and 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'. Mr Winfield consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

2.4 Statements regarding working capital deficit and capital raising initiatives

Grant Thornton Audit Pty Ltd in its unqualified review opinion in respect of Fox Resources' report for the half year ended 31 December 2008, stated that Fox Resources had a working capital deficit of $5,558,537 at 31 December 2008 and incurred a loss after tax of $7,374,787 for the half-year ended 31 December 2008 which indicated that Fox Resources' ability to continue as a going concern is dependent upon Fox Resources continuing to control expenditure, achieve forecast cash flow projections and/or raise additional capital.

Since 31 December 2008, Fox Resources has

• (a) undertaken the Fox Placement to raise $3,420,530; and
• (b) received a further $1,080,000 in loan funds from Jungle Creek with the balance of that loan now totalling $3,080,000. An agreement has been executed with Jungle Creek to convert, subject to prior Fox Shareholder approval, $1,540,000 of the loan described in section 9.11 into Fox Resources Shares and extend the repayment time of the remaining $1,540,000 balance of that loan from 30 June 2009 to 31 December 2009.

As a result of these initiatives, Fox Resources' balance sheet is significantly strengthened.

Further, in order to ensure that Fox Resources has sufficient capital to carry out its objectives, Fox Resources is continuing to evaluate further capital raising options available to it in the coming months, including a pro-rata rights issue to Fox Resources shareholders or a share purchase plan.

Fox Resources also intends to raise further funds from the sale of non-core assets, which it is actively pursuing.

2.5 Fox Resources is a disclosing entity

As a disclosing entity for Corporations Act purposes, Fox Resources is subject to regular reporting and disclosure obligations. Copies of documents lodged with ASIC in relation to Fox Resources may be obtained from, or inspected at, an ASIC office.

The annual report for Fox Resources for the financial year ended 30 June 2008 was lodged with ASIC on 30 September 2008 and was given to ASX on that date. The interim financial report for the half year ended 31 December 2008 was lodged with ASIC on 13 March 2009 and was given to ASX on that date.

A list of Fox Resources' announcements which have been lodged with ASX since the end of Fox Resources' financial year ended 30 June 2008 to 30 April 2009 is set out in Appendix A. This information may be relevant to your assessment of the Offer. For information concerning the financial position and affairs of Fox Resources, you should refer to the full range of information that has been disclosed by Fox Resources pursuant to these requirements.

Each recipient of this Bidder's Statement has a right to obtain a copy of:

• (a) the annual report and interim report referred to above;
• (b) all ASX announcements referred to above; and
• (c) Fox Resources' constitution.

Recipients of this Bidder's Statement who ask Fox Resources for a copy of any of those documents during the Offer Period will be given copies free of charge. The contact for this purpose is Tim Lee at PO Box 6498, East Perth BC WA 6892, telephone +61 8 9318 5600.

Alternatively, the above documents (excluding Fox Resources' constitution) may be downloaded from the Fox Resources website at www.foxresources.com.au.

2.6 Disclosure of interests and benefits

(a) Interested Person

For the purposes of sections 2.6(b) and 2.6(c) an Interested Person is:

• (i) a director or proposed director of Fox Resources;
• (ii) a person named in this Bidder's Statement as performing a function in a professional, advisory or other capacity in connection with preparing or distributing this Bidder's Statement;
• (iii) a promoter of Fox Resources; or
• (iv) a broker or underwriter to the issue of Fox Resources Shares.

(b) Interests

Except as disclosed in this Bidder's Statement no Interested Person holds or held at any time during the two years before the date of this Bidder's Statement any interest in:

• (i) forming or promoting Fox Resources;
• (ii) property acquired or proposed to be acquired by Fox Resources in connection with:
  • (A) forming or promoting Fox Resources; or
  • (B) the offer of Fox Resources Shares; or
• (iii) the offer of Fox Resources Shares.

(c) Benefits

Except as disclosed in this Bidder's Statement no one has paid or agreed to pay fees or given or agreed to give any benefit to:

• (i) a director or proposed director of Fox Resources to induce that person to become or qualify as a director of Fox Resources; or
• (ii) any Interested Person for services provided by that person in connection with:
  • (A) forming or promoting Fox Resources; or
  • (B) the offer of Fox Resources Shares under the Offer.

3.1 Fox Resources issued securities

As at the close of business on the day before this Bidder's Statement was lodged with ASIC, the issued securities of Fox Resources consisted of:

• (a) 179,104,137 fully paid ordinary shares; and
• (b) 6,336,000 unlisted options to acquire fully paid shares (each of which have an exercise price of $1.00 and an expiry date of 30 June 2011).

Each option, on exercise and payment of the exercise price, entitles the holder to be issued one new Fox Resources Share.

3.2 Substantial shareholders

As at the date of this Bidder's Statement, the following entities had notified Fox Resources of a current substantial holding in Fox Resources:

Substantial Shareholder	Number of Fully Paid Shares	Percentage of Total
Jinchuan Group Ltd	18,800,000	10.50%
Jungle Creek Gold Mines Pty Ltd &Velsberry Pty Ltd (Terry Streeter)	16,517,027	9.22%
G Santalucia Investment Pty Ltd andG Santalucia	11,776,619	6.58%
Northmead Holdings Pty Ltd (Alan andMargaret Greenwell)	9,107,355	5.06%

3.3 Rights attaching to Fox Resources Shares (a) General

From their date of issue, the Fox Resources Shares to be issued under the Offers will be issued fully paid and will rank equally

for dividends and other rights with existing Fox Resources Shares.

Fox Resources will apply for official quotation on ASX of the Fox Resources Shares to be issued under the Takeover Bid within seven days of the date of this Bidder's Statement. Quotation will not be automatic but will depend on ASX exercising its discretion. Fox Resources has already been admitted to the official list of ASX and shares in Fox Resources of the same class as those to be issued under the Takeover Bid are already quoted. However, Fox Resources cannot guarantee, and does not represent or imply, that the Fox Resources Shares will be listed.

Under section 140(1) of the Corporations Act, Fox Resources' constitution has effect as a contract between Fox Resources and each member and between a member of Fox Resources and each other member. Accordingly, if you accept Fox Resources Shares as consideration you will, as a result, become obliged to comply with Fox Resources' constitution. However, since the Fox Resources Shares issued as consideration under the Offers will be issued credited as fully paid, no monetary liability attaches to them.

Fox Resources' constitution also sets out the principal rights attaching to Fox Resources Shares. Section 3.3(b) provides a summary of these rights and the liabilities attaching to Fox Resources Shares. It does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of shareholders of Fox Resources. Such rights and liabilities involve complex questions of law arising from the interaction of the constitution and statutory and common law requirements. Shareholders should seek their own advice when trying to establish their rights and liabilities in specific circumstances.

(b) Summary of rights

1. Meetings of shareholders and voting rights.

Each Fox Resources Shareholder is entitled to receive notice of, attend and vote at general meetings of Fox Resources and to receive all notices, accounts and other documents required to be sent to shareholders under Fox Resources' constitution or the Corporations Act.

At a general meeting, every person present who is a Fox Resources Shareholder or a proxy, attorney or representative of a Fox Resources Shareholder has one vote on a show of hands and one vote on a poll for each fully paid share held (with adjusted voting rights for partly paid shares). Voting at any general meeting of Fox Resources Shareholders is by a show of hands unless a poll is demanded by at least 5 Fox Resources Shareholders entitled to vote on the resolution, Fox Resources Shareholders holding not less than 5% of the total voting rights of all Shareholders having the right to vote on the resolution, or the Chairman.

fox Bidder's Statement 33 fox Bidder's Statement 34

2. Dividends

The Directors of Fox Resources may from time to time determine to distribute profits of Fox Resources by way of dividend to Fox Resources Shareholders entitled to the dividend. Each Fox Resources Share has the same dividend rights, subject to any special rights, arrangements or restrictions attached to the shares.

3. Winding up

Subject to any special resolution or special rights attaching to any Fox Resources Shares or class of shares, Fox Resources' Shareholders will be entitled on a winding up to share in any surplus assets of Fox Resources in proportion to the shares held by them.

4. Transfer of Fox Resources Shares

Fox Resources Shareholders may transfer their Fox Resources Shares by a written transfer in the usual form or by a proper transfer affected in accordance with ASTC Settlement Rules and ASX requirements. All transfers must comply with Fox Resources' constitution, the Listing Rules, the ASTC Settlement Rules and the Corporations Act. The directors must refuse to register a transfer of shares where required to do so by the Listing Rules or the ASTC Settlement Rules.

5. Alteration of Capital

The procedures set out in section 11 of Fox Resources' constitution must be followed for any variation of rights attached to Fox Resources Shares. Under that section, any variation of rights for a class of shares requires the consent in writing of holders of the shares included in that class who are entitled to at least 75% of the votes that may be cast in respect of those shares or a special resolution passed at a separate meeting of the holders of the shares included in that class.

6. Proportional takeovers

Fox Resources' constitution states the Directors may refuse any transfer of shares giving effect to a takeover contract for a proportional takeover bid unless and until a resolution to approve the bid is approved.

7. Amendment

Fox Resources' constitution may be amended only by a special resolution passed by at least three quarters of the votes cast by Fox Resources Shareholders entitled to vote on the resolution. At least 28 days written notice specifying the intention to propose the resolution must be given.

3.4 Recent trading of Fox Resources' securities

The latest recorded sale price of Fox Resources Shares on ASX before the Announcement Date was $0.14 as at close of trading on ASX on 18 March 2009.

The latest recorded sale price of Fox Resources Shares on ASX before the date on which this Bidder's Statement was lodged with ASIC was $0.155 on 30 April 2009.

The highest recorded sale price of Fox Resources Shares on ASX in the last 12 months before this Bidder's Statement was lodged with ASIC was $1.15 on 28 May 2008

The lowest recorded sale price of Fox Resources Shares on ASX in the last 12 months before this Bidder's Statement was lodged with ASIC was $0.089 on 21 November 2008.

3.5 Fox Resources' Directors' interests in Fox Resources securities

Name of FoxResources Director	Number of FoxResources Shares held	Number of FoxResources Options held	Exercise price of FoxResources Options	Expiry date of FoxResources Options
Terry Streeter	16,517,027	nil	n/a	n/a
Bruno Seneque	539,300	nil	n/a	n/a
Geoff Clifford	57,738	nil	n/a	n/a
Dr Yulong Tan	n/a	nil	n/a	n/a

3.6 Fox Resources' Employee and other Permitted Persons Option Plan (Plan)

On 12 July 2005, Fox Resources Shareholders approved and adopted the Plan under which options may be issued to eligible persons including officers or any full or part time continuing employees of Fox Resources, and any casual employee or contractor/consultant.

Options have been issued to persons at all levels of employment within Fox Resources. The options are granted at no cost under the Plan and carry no dividend or voting rights.

The following unlisted options have been issued by Fox Resources under the Plan, pursuant to the terms of employment agreements, other contracts and at the Board's discretion from time to time. The exercise price and expiry date for the Fox Resources unlisted options on issue as at the date of this Bidder's Statement are as follows:

Exercise price	Vesting date	Expiry date	Number on issue
$1.00	One third already vested	30 June 2011	6,336,000
	One third on 17 September 2009
	One third on 17 September 2010

4.1 Disclaimer

The information in this section concerning Hannans Reward has been prepared by Fox Resources using primarily publicly available information and has not been independently verified. Accordingly Fox Resources does not make any representation or warranty, express or implied, as to the accuracy or completeness of this information, other than as required by the Corporations Act.

The information on Hannans Reward should not be considered comprehensive. Further information relating to Hannans Reward may be included in Hannans Reward's target statement which should be sent to you by Hannans Reward.

4.2 Overview of Hannans Reward

Hannans Reward is an explorer focused on prospecting for gold and base metals within Western Australia. Hannans Reward listed on ASX in December 2003.

Directors

As at the date of this Bidder's Statement, there are three directors of Hannans. The directors are as follows:

Richard Scallan – Independent Non-Executive Chairman

Mr Scallan is a mining engineer with 47 years experience in underground and open cut mining in both Southern Africa and Australia. Mr Scallan was employed by the Anglo American Corporation of South Africa Limited for 26 years before immigrating to Australia and joining Goldfields Limited in 1981 and has managed deep level gold, uranium, nickel, copper, chrome, platinum, mineral sands and tin mines.

Damien Hicks – Managing Director

Mr Hicks holds a Bachelor of Commerce (Accounting and Finance) from the University of Western Australia, is admitted as a Barrister and Solicitor of the Supreme Court of Western Australia, holds a Graduate Diploma in Applied Finance & Investment from FINSIA, a Graduate Diploma in Company Secretarial Practice from Chartered Secretaries in Australia and is a Graduate Member of the Australian Institute of Company Directors. Mr Hicks is a Non-Executive Director of privately owned funds management company, Growth Equities Pty Ltd.

William Hicks – Non-Executive Director

Mr Hicks has been actively involved in the progress and development of a number of well-known exploration companies. He was a director and secretary of Spargo's Reward Gold Mines NL and was instrumental in the listing on the ASX of both Central Kalgoorlie Gold Mines NL and Maritana Gold NL. Mr Hicks is a Fellow of the Australian Institute of Company Directors and a Pharmaceutical Chemist.

4.3 Publicly available information

Hannans Reward is a company listed on ASX and is subject to the periodic and continuous disclosure requirements of the Corporations Act and ASX Listing Rules. For information concerning the financial position and affairs of Hannans Reward, you should refer to the information that has been disclosed by Hannans Reward in accordance with these obligations.

Since 31 December 2008 (being the end of the last financial period for which audited financial statements of Hannans Reward were prepared), Hannans Reward announced a notice of meeting for a meeting of its shareholders to be held on 1 May 2009 to pass a resolution giving the Directors approval to allot and issue up to 50,000,000 Hannans Reward Shares. Hannans Reward said that the funds are to be used to advance the Forrestania nickel and gold project, advance the Lake Johnston nickel and copper-molybdenum-gold project (previously known as Maggie Hays South), advance the Jigalong iron, manganese and base metals project, provide funds for the current off-market takeover bid, and any potential further bids and to meet general working capital requirements.

A list of Hannans Reward's announcements which have been lodged with ASX since the end of Hannans Reward's financial year ended 30 June 2008 to 30 April 2009, is set out in Appendix B. This information may be relevant to your assessment of the Offer. A copy of these announcements can be obtained from ASX. In addition, copies of other major announcements by Hannans Reward can, as at the date of this Bidder's Statement, be obtained from Hannans Reward's website: www.hannansreward.com

4.4 Capital Structure of Hannans Reward

According to documents lodged by Hannans Reward with ASX as at the date of this Bidder's Statement, Hannans Reward's issued securities consisted of 90,324,979 Hannans Shares, all of which are quoted on ASX. Hannans also has the following unlisted options on issue:

$0.20 options exercisable on or before 31 March 2010	3,000,000
$0.20 options exercisable on or before 30 April 2010	500,000
$0.50 options exercisable on or before 31 December 2010	500,000
$0.40 options exercisable on or before 31 December 2010	1,717,867
$0.80 options exercisable on or before 30 June 2011	2,250,000
$0.80 options exercisable on or before 30 June 2012	1,000,000
$0.80 options exercisable on or before 30 June 2013	1,000,000

Fox Resources may elect to make private treaty offers to holders of Hannans Reward options to acquire or cancel their options subject to the Offer becoming or being declared unconditional.

4.5 Fox Resources' relevant interest and voting power in Hannans Reward securities

Fox Resources' relevant interest and voting power (as those terms are defined in the Corporations Act) in Hannans Reward (as at the dates specified) is shown below:

	At date of this Bidder's Statement	At date first Offer is sent
Relevant interest and voting power inHannans Reward	18.89%*

* pursuant to the Pre-bid Acceptance Agreements

4.6 Acquisition by Fox Resources of Hannans Reward Shares during previous 4 months

Fox Resources has entered into Pre-bid Acceptance Agreements with a number of Hannans Reward Shareholders in respect of Hannans Reward Shares held by them representing 18.89% of the total Hannans Reward Shares on issue at the date of this Bidder's Statement. The terms of these Pre-bid Acceptance Agreements, which were released to the ASX on 24 March 2009, require the relevant Hannans Reward Shareholders to accept the Offers made in respect of those Hannans Reward Shares.

On acceptance of the Offers, the Hannans Reward Shareholders who entered into the Pre-bid Acceptance Agreements will be entitled to receive 0.5 Fox Resources Shares for each Hannans Reward Share they hold. In total, this would result in those Hannans Reward Shareholders being issued 8,532,723 Fox Resources Shares in respect of their Hannans Reward Shares covered by the Pre-bid Acceptance Agreements.

The volume weighted average price of Fox Resources Shares over the two full trading days prior to entry into the Pre-bid Acceptance Agreements was $0.1396 per Fox Resources Share, valuing the total consideration agreed to be provided under the Pre-bid Acceptance Agreements at $1,189,911.73.

Other than pursuant to the Pre-bid Acceptance Agreements, during the period beginning four months before the date on which this Bidder's Statement is lodged with ASIC and ending the day before that date of lodgement, neither Fox Resources nor any associate of Fox Resources has provided, or agreed to provide, consideration for a Hannans Reward Share.

4.7 Inducing benefits given by Fox Resources during previous 4 months

Except as set out in this Bidder's Statement, during the period beginning 4 months before the date on which this Bidder's Statement is lodged with ASIC and ending the day before that date of lodgement, neither Fox Resources nor any associate of Fox Resources, gave, or offered to give or agreed to give a benefit to another person that is not available under the Offers and was likely to induce the other person, or an associate of the other person, to:

• (a) accept an Offer; or
• (b) dispose of Hannans Reward Shares.

fox Bidder's Statement 37 fox Bidder's Statement 38

5.1 Overview

In formulating the Offers, Fox Resources has considered and evaluated Hannans Reward's assets, based on the information which was in the public domain and available to it.

Set out in this section 5 are Fox Resources' intentions for Hannans Reward. These intentions are based on the information concerning Hannans Reward which is known to Fox Resources and the existing circumstances affecting the business of Hannans Reward, at the date of this Bidder's Statement.

5.2 Intentions for Hannans Reward as a wholly controlled entity

It is the present intention of Fox Resources, on the basis of the information concerning Hannans Reward which is known to it and the existing circumstances affecting the business of Hannans Reward, that:

• (a) Fox Resources will consider the replacement of the current members of the Hannans Reward board of directors with nominees of Fox Resources. Replacement board members have not yet been identified by Fox Resources and their identity will depend on the circumstances at the relevant time. However it is expected that the majority of the replacement Board members will be members of the Fox Resources management team. Fox Resources intends to appoint Mr Bruno Seneque as the Managing Director of the Combined Group;
• (b) after the end of the Offer Period, Fox Resources intends to conduct an immediate, broad based review of Hannans Reward's exploration tenements and projects. This review is intended to identify and assess the exploration potential of Hannans Reward's assets and how best to assign resources to undertake exploration; and
• (c) Fox Resources intends to combine the Hannans Reward and Fox Resources corporate head office functions and the corporate headquarters of the Combined Entity will be located in Perth. Fox Resources will consider how many employees are required to manage Hannans Reward's assets within the Fox Resources Group and (having made that assessment), whether these roles should be fulfilled by Fox Resources or Hannans Reward employees. Where Fox Resources decides that these roles should be fulfilled by existing Fox Resources employees, Fox Resources will consider whether there are opportunities for those Hannans Reward employees elsewhere in the Combined Group or with existing consultants to Fox Resources. If redundancies do occur, the relevant employees will receive benefits in accordance with their contractual and other legal entitlements.

5.3 Compulsory Acquisition of Hannans Reward Shares

If, as a result of the Offers, Fox Resources becomes entitled to compulsorily acquire outstanding Hannans Reward Shares under Part 6A.1 of the Corporations Act, Fox Resources presently intends to proceed with the compulsory acquisition of those Hannans Reward Shares and any Hannans Reward Shares which come into existence within the period of six weeks after Fox Resources gives the compulsory acquisition notice (referred to in section 661B(1) of the Corporations Act) due to the conversion of, or exercise of, securities convertible into Hannans Reward Shares. Fox Resources then intends to procure that Hannans Reward is removed from the official list of ASX.

5.4 Other intentions

Subject to the above it is the present intention of Fox Resources, on the basis of the information concerning Hannans Reward which is known to it and the existing circumstances affecting the business of Hannans Reward, that:

• (a) the business of Hannans Reward will otherwise be continued in substantially the same manner as it is presently being conducted;
• (b) there will not be any redeployment of the fixed assets of Hannans Reward; and
• (c) the present employees of Hannans Reward will otherwise continue to be employed by Hannans Reward.

6.1 Overview and Rationale for the Takeover Bid

Fox Resources believes that a number of strategic and financial benefits will arise from the proposed combination of Fox Resources and Hannans Reward. These include:

• a. the Combined Group will benefit from Fox Resources proactive exploration and development culture, highlighted by numerous exploration discoveries and the subsequent generation of resources and reserves as well as more than four years of production at Radio Hill;
• b. the combination of the nickel and iron ore assets of the Combined Group, which are at different stages along the development curve, would provide long term benefits to the shareholders of both companies by the creation of a robust project development pipeline;
• c. access to Fox Resources experienced management team with proven all-round capabilities from exploration discovery through to development, mining, processing, shipping and marketing;
• d. the Combined Group will have access to an exploration team with substantial experience in the Forrestania area - Newexco Services Pty Ltd (Newexco), which has been appointed by Fox Resources to manage its base metals exploration activities. Newexco have been credited with the discovery of the Flying Fox nickel deposits and the Spotted Quoll nickel deposit belonging to Western Areas NL;
• e. greater share market liquidity and a potential for re-rating of the Hannans Reward assets; and
• f. the Combined Group will be well placed to access capital from a broader range of shareholders and investors.

Fox Resources believes that the Combined Group to be created by the Takeover Bid if successful will deliver strategic and financial advantages to shareholders of both companies.

6.2 Summarised Pro-forma Balance Sheets as at 31 December 2008

The following Pro-forma Balance Sheets have been set out in two scenario's.

Scenario 1: Compulsory Acquisition

	FXR Reviewed Balance	HNR Reviewed Balance					Pro-forma Balance
AS AT 31 DECEMBER 2008	Sheet as at 31 Dec 08	Sheet as at 31 Dec 08	Adjustment 1	Adjustment 2	Adjustment 3	Adjustment 4	Sheet as at 31 Dec o8
	$	$	$	$	$	$	$
Current Assets
Cash & Cash Equivalent	231,776	1,680,099	4,353,504			(251, 183)	6,014,196
Trade and other receivables	410,332	18,392					428,724
Inventories	200,352	0					200,352
Available for sale financial assets	22,700	$\Omega$					22,700
Other	172,385	332,262					504,647
Total Current Assets	1,037,545	2,030,753	4,353,504	$\mathbf{o}$	$\mathbf{o}$	(251, 183)	7,170,619
Non-Current Assets
Investment in HNR				7,000,185	(7,000,185)		$\Omega$
Trade and other receivables	0	75,694					75,694
Other Financial Assets	1,178,009	$\Omega$					1,178,009
Property Plant & Equipment	7,256,824	34,836					7,291,660
Exploration Expenditure	27,337,030	$\Omega$			4,960,655		32,297,685
Total Non-Current Assets	35,771,863	110,530	$\circ$	7,000,185	(2,039,530)	۰	40,843,048
TOTAL ASSETS	36,809,408	2,141,283	4,353,504	7,000,185	(2,039,530)	(251, 183)	48,013,668
Current Liabilities
Trade and other payables	3,593,990	82,323					3,676,313
Interest bearing liabilities	3,002,096	19,430	1,080,000				4,101,526
Total Current Liabilities	6,596,086	101,753	1,080,000	$\mathbf{o}$	$\mathbf{o}$	$\circ$	7,777,839
Non- Current Liabilities
Interest bearing liabilities	3,938,896	0					3,938,896
Provisions	832,000	0					832,000
Total Non-Current Liabilities	4,770,896	$\circ$	$\mathbf{o}$	$\mathbf{o}$	$\mathbf{o}$	$\mathbf{o}$	4,770,896
TOTAL LIABILITIES	11,366,982		1,080,000			$\circ$	12,548,735
		101,753		$\circ$	$\mathbf{o}$
NET ASSETS	25,442,426	2,039,530	3,273,504	7,000,185	(2,039,530)	(251, 183)	35,464,933
EQUITY
Issued Share Capital	89,633,916	13,906,008	3,273,504	7,000,185	(13,906,008)		99,907,605
Other Reserves	5,432,368	961,359			(961, 359)		5,432,368
Retained Earnings	(69, 623, 858)	(12,827,837)			12,827,837	(251, 183)	(69, 875, 041)
TOTAL EQUITY	25,442,426	2,039,530	3,273,504	7,000,185	(2,039,530)	(251, 183)	35,464,933

Scenario 2: Compulsory Acquisition (including issue of 50,000,000 Hannans Reward Shares as per Notice of Meeting announced 31 March 2009)

AS AT 31 DECEMBER 2008	FXR Reviewed31 Dec 08Ś	HNR ReviewedBalance Sheet as at Balance Sheet as at31 Dec 08$	Adjustment 1$	Adjustment 2$	Adjustment 3$	Adjustment 4$	Pro-forma BalanceSheet as at 31 Dec08$
Current Assets
Cash & Cash Equivalent	231,776	1,680,099	9,578,504			(181, 658)	11,308,721
Trade and other receivables	410,332	18,392					428,724
Inventories	200,352	0					200,352
Available for sale financial assets	22,700	Ö					22,700
Other	172,385	332,262					504,647
Total Current Assets	1,037,545	2,030,753	9,578,504	$\mathbf{o}$	$\mathbf{o}$	(181, 658)	12,465,144
Non-Current Assets
Investment in HNR				10,875,185	(10, 875, 185)		$\circ$
Trade and other receivables	$\mathbf 0$	75,694					75,694
Other Financial Assets	1,178,009	0					1,178,009
Property Plant & Equipment	7,256,824	34,836					7,291,660
Exploration Expenditure	27,337,030	0			3,610,655		30,947,685
Total Non-Current Assets	35,771,863	110,530	$\circ$	10,875,185	(7, 264, 530)	$\circ$	39,493,048
TOTAL ASSETS	36,809,408	2,141,283	9,578,504	10,875,185	(7,264,530)	(181, 658)	51,958,193
Current Liabilities
Trade and other payables	3,593,990	82,323					3,676,313
Interest bearing liabilities	3,002,096	19,430	1,080,000				4,101,526
Total Current Liabilities	6,596,086	101,753	1,080,000	$\circ$	$\circ$	$\circ$	7,777,839
Non- Current Liabilities
Interest bearing liabilities	3,938,896	0					3,938,896
Provisions	832,000	0					832,000
Total Non-Current Liabilities	4,770,896	$\mathbf{o}$	$\mathbf{o}$	$\mathbf{o}$	$\mathbf{o}$	o	4,770,896
TOTAL LIABILITIES	11,366,982	101,753	1,080,000	$\mathbf{o}$	$\mathbf{o}$	٥	12,548,735
NET ASSETS	25,442,426	2,039,530	8,498,504	10,875,185	(7,264,530)	(181, 658)	39,409,458
EQUITY
Issued Share Capital	89,633,916	13,906,008	8,498,504	10,875,185	(19, 131, 008)		103,782,605
Other Reserves	5,432,368	961.359			(961, 359)		5,432,368
Retained Earnings	(69, 623, 858)	(12, 827, 837)			12,827,837	(181, 658)	(69,805,516)
TOTAL EQUITY	25,442,426	2,039,530	8,498,504	10,875,185	(7,264,530)	(181, 658)	39,409,458

6.3 Basis of preparation of the Pro Forma Balance Sheets

For the purposes of preparing the Pro Forma Balance Sheets, Fox Resources has utilised the reviewed balance sheet of Hannans Reward as at 31 December 2008 extracted from the financial statements contained in the Hannans Reward 2008 Half Year Report. Those financial statements have been reviewed by Stantons International Pty Ltd in accordance with Accounting Standards and the Corporations Regulations 2001 and an unqualified review opinion was signed on 3 March 2009.

Fox Resources has utilised its 31 December 2008 Consolidated Financial Statements as set out in the Company's Half Year report for the period ending 31 December 2008. The financial statements have been reviewed by Grant Thornton Audit Pty Ltd in accordance with Accounting Standards and the Corporations Regulations 2001 and an unqualified review opinion with an emphasis of matter was signed on 13 March 2009. See section 2.4 for details of that emphasis of matter. Acquisition accounting entries have been made, consistent with the terms of the Offer and the assumptions set out in section 6.4 below, in order to arrive at an unaudited pro forma of the Combined Group in the case of 100% ownership.

The Directors of Fox Resources will undertake a comprehensive assessment of the fair value of the assets and liabilities acquired after the Takeover Bid has been completed.

The Pro Forma Balance Sheets are indicative only. The Directors of Fox Resources have drawn their conclusions based on the known facts and other information publicly available as at the date of this Bidder's Statement. If the facts, circumstances, assumptions or other information should prove to be different to that described, the conclusions may change accordingly.

All adjustments have been made in accordance with IFRS. The accounting policies applied by Fox Resources have been consistently applied in the preparation of the pro forma balance sheets, and no review has been made on the appropriateness of these policies or accounting treatments.

6.4 Adjustments and assumptions used in preparing the Pro Forma Balance Sheets

Scenario 1 – 100% ownership of Hannans Reward

The following adjustments and assumptions have been made in the preparation of the Pro Forma Balance Sheet in Scenario 1, as set out in section 1.1 above:

• a) Adjustment 1 the issue of 26,311,775 Fox Resources Shares pursuant to the Fox Placement at an issue price of $0.13 and an adjustment to reflect the receipt of $1,080,000 being part of the Jungle Creek Loan) from Jungle Creek subsequent to 31 December 2008.
• b) Adjustment 2 the fair value of the Offer has been based on the assumption that all Hannans Reward Shareholders will accept the Offers. The actual transaction value will be based on the market value of Fox Resources Shares, at the date of acquisition, in accordance with the requirements of AASB 3 "Business Combinations". The value of Fox Resources Shares issued by Fox Resources in exchange for Hannans Reward Shares will be recorded in Fox Resources' separate financial statements as an investment in Hannans Reward. On consolidation, this amount is considered to represent capitalised exploration expenditure and is therefore reported as such.
• c) Adjustment 3 the elimination of the investment in Hannans Reward on consolidation.
• d) Adjustment 4 pro-forma adjustment to reflect the estimated duty payable in relation to the Takeover Bid under Scenario 1. Upon compulsory acquisition of the shares in Hannans Reward it is estimated that $251,183 in landholder duty will be payable.

Scenario 2 – 100% ownership if Hannans Reward issues 50,000,000 further Hannans Reward Shares

The following adjustments and assumptions have been made in the preparation of the Pro-forma Balance Sheet in Scenario 2 as set out in section 6.2 above:

• a) Adjustment 1 The adjustments and assumptions made for Scenario 1 and now including the issue of 50 million Hannans Reward Shares as a result of the Hannans Reward Placement. It has been assumed that the issue price for the Hannans Reward Shares will be 80% of the 5 day volume weighted average Hannans Reward share price before the date of this Bidder's Statement.
• b) Adjustment 2 3 The adjustments and assumptions made for Scenario 1 referred to in paragraphs (a) to (c) above.
• c) Adjustment 4 Pro-forma adjustment to reflect the estimated duty payable in relation to the Takeover Bid under Scenario 2. Upon compulsory acquisition of the shares in Hannans Reward it is estimated that $181,658 in landholder duty will be payable.

6.5 Capital structure of Fox Resources under each of Scenarios 1 and 2

	Scenario 1	Scenario 2
Number of Hannans Reward Shares on issueat 1 May 2009	90,324,979	90,324,979
Maximum number of Hannans Reward Sharesthat can be issued under the HannansReward Placement	NA	50,000,000
Number of Hannans Reward Shares to beacquired	90,324,979	140,324,979
Number of Fox Resources Shares to beoffered for every Hannans Reward Share	0.5	0.5
Total number of Fox Resources Shares issuedas consideration for the Offers	45,162,489	70,162,489
Number of Fox Resources Shares on issue at1 May 2009	179,104,137	179,104,137
Total number of Fox Resources Shares onissue upon successful completion of theOffers	224,266,626	224,266,626

7.1 Overview

Hannans Reward Shareholders who accept the Offer will become shareholders in Fox Resources. The financial performance and operations of Fox Resources' businesses, the price of Fox Resources Shares and the amount and timing of any dividends that Fox Resources pays will be influenced by a range of factors. Some of these factors can be mitigated by the use of safeguards and appropriate commercial action. However, many of these factors are beyond the control of Fox Resources and the Fox Resources directors. Many of these factors also affect the businesses of other companies operating in the same industry.

This section 7 describes certain risk factors associated with an investment in Fox Resources. Hannans Reward Shareholders should consider carefully these risk factors and the other information contained in this Bidder's Statement.

In deciding whether to accept the Offer, Hannans Reward Shareholders should read this Bidder's Statement in its entirety and carefully consider the risks outlined in this section.

7.2 Investment risk

Hannans Reward Shareholders should be aware that there are risks associated with investment in financial products quoted on a stock exchange. Share price movements could affect the value of consideration paid under the Offer and the value of any investment in Fox Resources. The value of Fox Resources Shares can be expected to fluctuate depending on various factors including general worldwide economic conditions, changes in government policies, investor perceptions, movements in interest rates and stock markets, prices of Fox Resources' services, variations in the operating costs and costs of capital replacement which Fox Resources may in the future require.

Similarly, the level of dividends which will be paid in respect of Fox Resources Shares (if any) can move either up or down and it is possible that Fox Resources may not be able to pay any dividends in the future.

7.3 Liquidity and future financings

Further exploration and development of the various projects in which the Combined Group holds interests will depend upon Fox Resources' ability to obtain financing through operational cash flows (if any), joint ventures, debt financing, equity financing or other means. There is no assurance that Fox Resources will be successful in obtaining the financing required as and when needed. Volatile markets for mineral commodities may make it difficult or impossible for Fox Resources to obtain debt financing or equity financing on favourable terms or at all. Failure to obtain additional financing on a timely basis may cause Fox Resources to postpone its development plans, forfeit rights in some or all of its properties or joint ventures or reduce or terminate some or all of its operations.

7.4 Mining and exploration risk

The business of exploration, mineral development and production by its nature, is subject to risk. To prosper, the Combined Group will depend upon successful exploration and/or acquisition of reserves, successful development in accordance with forecasts, and successful management of the operations. Exploration and mining are speculative endeavours which may be hampered by force majeure circumstances, land claims and unforseen mining problems. There can be no assurance that the Combined Group's attempts to develop and exploit its exploration activities will be successful.

7.5 Ore reserve and mineral resource estimates

Ore reserve and mineral resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates may change significantly when new information becomes available. In addition, ore estimation is an interpretive process based on available data, and interpretations may prove to be inaccurate. The actual ore reserves and mineral resources may differ from those estimated which may result in the Combined Group altering its plans which could have either a positive or negative effect on the Combined Group's operations.

7.6 Volatility of mineral prices

The mining industry is competitive and there is no assurance that, even if significant quantities of a mineral resource are discovered, a profitable market will exist for the sale of the same. There can be no assurance that mineral prices will be such that Fox Resources' projects can be mined at a profit.

Factors beyond the control of Fox Resources may affect the marketability of any minerals discovered. Mineral prices are subject to volatile price changes from a variety of factors including international economic trends, expectations of inflation, global and regional demand, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods or increased exploration.

7.7 Uncertainty relating to inferred mineral resources

Inferred mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty which may attach to inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to measured or indicated resources or proven or probable mineral reserves as a result of continued exploration.

7.8 Government regulations

Fox Resources' activities are subject to extensive laws and regulations controlling not only the mining of and exploration for mineral properties, but also the possible effects of such activities upon the environment and upon interests of native and/ or indigenous peoples. permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation. Future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the development of the Combined Group's projects, the extent of which cannot be predicted.

In the context of environmental permitting, including the approval of reclamation plans, Fox Resources must comply with known standards, existing laws and regulations which may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and how stringently the regulations are implemented by the permitting authority. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect Fox Resources' operations.

In the context of interests of native and/or indigenous peoples in Australia, the Native Title Act 1993 recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people in land and waters, according to their traditional laws and customs. The risks arising because of native title and aboriginal land rights may affect Fox Resources' ability to gain access to prospective exploration areas to obtain production titles. Compensatory obligations may be necessary in settling native title claims lodged over any of the tenements held or acquired by Fox Resources. The level of impact of these matters will depend, in part, on the location and status of Fox Resources' tenements.

7.9 Security of tenure

All tenements in which the Combined Group has interests are subject to renewal conditions or are yet to be granted, which will be at the discretion of the relevant government agencies. The maintaining of tenements, obtaining renewals, or getting tenements granted, often depends on the relevant entity in the Combined Group being successful in obtaining required statutory approvals for proposed activities. There is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed in connection therewith.

7.10 Environmental risks

Mining and exploration involves the risk of environmental damage and the corresponding environmental management issues with which the Company may be required to comply from time to time. The potential for liability is an ever present risk. The Board of the Company intends that the Combined Group will conduct its activities to the highest standard of environmental obligation, including compliance with the relevant environmental legislation. Nevertheless, there are certain risks inherent in the Combined Group's activities, including accidental contamination.

7.11 Economic risk and external market factors

Factors, such as, but not limited to, political movements, stock market trends, changing customer preferences, interest rates, inflation levels, commodity prices, industrial disruption, environmental impacts, international competition, taxation changes and legislative or regulatory changes, may all have an adverse impact on Fox Resources' operating costs (if any) and share price. These factors are beyond the control of Fox Resources and Fox Resources cannot, to any degree of certainty, predict how they will impact on Fox Resources.

7.12 War and terrorist attacks

War or terrorist attacks anywhere in the world could result in a decline in economic conditions worldwide or in a particular region. There could also be a resultant material adverse effect on the business, financial condition and financial performance of Fox Resources.

7.13 Dilution

Fox Resources may undertake additional offerings of securities in the future. The increase in the number of Fox Resources Shares issued and the possibility of sales of such shares may have a depressive effect on the price of Fox Resources Shares already on issue. In addition, as a result of the issue of such additional Fox Resources Shares, the voting power of Fox Resources' existing shareholders maybe diluted.

8. Taxation considerations

8.1 General

This outline contains a general overview of the Australian income tax and GST implications of the Offer for Hannans Reward shareholders who accept the Offer (referred to as 'Accepting Shareholders').

It deals with Accepting Shareholders who hold their Hannans Rewards Shares on capital account (and will also hold on capital account the Fox Resources shares received on acceptance of the Offer).

The outline does not address the tax treatment for Accepting Shareholders who:

• (a) hold their Hannans Reward Shares on revenue account. Accepting Shareholders who hold their Hannans Reward Shares in the ordinary course of business or who purchased them for speculative purposes with the intention of selling them at profit rather than holding them longer–term to earn future dividends will hold these shares on revenue account. This includes share traders;
• (b) are non-residents of Australia for Australian taxation purposes and who (together with their associates), hold at least 10% of Hannans Reward Shares on issue, either at the time of acceptance of the Offer or for a period of at least 12 months during the 24 months prior to acceptance of the Offer; or
• (c) are Hannans Reward Shareholders who acquired their shares under an employee share acquisition scheme.

The information contained in this outline is of a general nature only. It does not constitute tax advice and should not be relied on as such. All Accepting Shareholders should seek Independent professional advice on the consequences of accepting the Offer, based on their particular circumstances.

8.2 TAX CONSEQUENCES – AUSTRALIAN RESIDENT SHAREHOLDERS

(a) Exchange of Hannans Reward Shares

Accepting Shareholders will receive consideration in the form of one Fox Resources Share for every two Hannans Reward Shares that is held on the Offer date.

The transfer of Hannans Reward Shares to Fox Resources will be a CGT event for the Accepting Shareholders, who will:

• i. make capital gain if the capital proceeds received for the Hannans Reward Shares are greater than the cost base of those shares (subject to CGT scrip for scrip rollover relief – see Section 8.2(b)); or
• ii. make a capital loss if the capital process received for their Hannans Reward Shares are less than the reduced cost base of those shares.

The capital proceeds from the transfer of Hannans Reward Shares to Fox Resources will be the market value of the Fox Resources Shares an Accepting Shareholder receives. The market value of the Fox Resources Shares would be worked out on the date the Offer is accepted.

The cost base and reduced cost base of Hannans Reward Shares will generally include their original cost of acquisition, plus incidental costs incurred in relation to the acquisition or disposal.

(b) Scrip for scrip rollover chosen

(i) Availability

Accepting Shareholders, who would otherwise make a capital gain in respect of the exchange of Hannans Reward Shares for Fox Resources Shares, may be entitled to choose to obtain scrip for scrip rollover relief.

(ii) How to make the choice

Accepting Shareholders will generally need to choose scrip for scrip rollover relief before lodging their income tax return for the income year in which the CGT event happens.

Choosing CGT scrip for scrip rollover relief in the case of an individual can simply be evidenced by excluding the relevant capital gain in respect of which the rollover relief is chosen from their income tax return. It is prudent to keep a record of the choice.

(iii) Effect of choice

If an Accepting Shareholder chooses to obtain scrip for scrip rollover relief, the capital gain that would otherwise be realised is disregarded.

The first element of the cost base of the Fox Resources Shares received on acceptance of the Offer will be equal to the cost base of the Accepting Shareholder's Hannans Reward Shares reasonably attributable to the Fox Resources Shares. The first element of the reduced cost base is calculated in the same manner.

fox Bidder's Statement 45 fox Bidder's Statement 46

For the purpose of determining whether the CGT discount is available on the subsequent disposal of the Fox Resources Shares, an Accepting Shareholder will be taken to have acquired the Fox Resources Shares at the same time that the Hannans Reward Shares were originally acquired.

(c) Scrip for scrip rollover relief not chosen or not available

(i) Capital gain or loss

If scrip for scrip rollover relief is not chosen or available, then any capital gain that arises is not disregarded (see section 8.2(a) as to the calculation of the capital gain or loss).

Individuals, complying superannuation entities or trustees (generally) that have held their Hannans Rewards Shares for at least 12 months prior to the Offer acceptance date (being the date of disposal) should be entitled to discount the amount of the capital gain (after the application of any current year or carry forward capital losses).

The amount of this discount is 50% for individuals and trustees and 33 1/3% for complying superannuation entities. This is referred to as the CGT discount.

The CGT discount is not available to companies that are not trustees (subject to limited exceptions for life insurance companies). Accepting Shareholders that are trustees should seek specific tax advice regarding the tax consequence of distributions to beneficiaries attributable to discount capital gains.

A capital loss that arises as a result of accepting an Offer may be used to offset capital gains derived in the same or subsequent years of income, but cannot be offset against ordinary income.

(ii) Cost base of Fox Resources Shares

The first element of the cost base of the Fox Resources Shares will be equal to the market value of the Hannans Reward Shares transferred to Fox Resources that is reasonably attributable to the Fox Resources Shares. The market value of the Hannans Reward Shares should be worked out on the date the Offer is accepted.

The first element of the reduced cost base of the Fox Resources Shares is calculated in the same manner.

(iii) Date of acquisition of Fox Resources Shares

The time of acquisition for CGT purposes of the Fox Resource Shares will be the date the Offer is accepted.

(d) Temporary residents

Temporary residents who are Australian residents for tax purposes are treated the same as non-resident shareholders (see section 8.3).

8.3 AUSTRALIAN TAX CONSEQUENCES – NON-RESIDENT SHAREHOLDERS

In the case of non-resident shareholders holding less than 10% of the issued share capital of Hannans Reward (when combined with shares held by their associates), a CGT exemption will be available to exclude any gain or loss from Australian taxation.

This exemption is not available if the Hannans Reward Shares have been used at any time in carrying on a business through a permanent establishment in Australia.

Non-resident shareholders should note that they will need to consider the taxation position in their country of residence.

8.4 GOODS AND SERVICES TAX

No GST should generally be payable in respect of the exchange of Hannans Reward Shares or the acquisition of Fox Resources Shares.

There may be an indirect GST cost in relation to GST charged on supplies related to the Offer (for example, legal and other adviser fees paid to obtain advice on whether to accept the Offer).

8.5 STAMP DUTY

No duty should be payable by Hannans Reward Shareholders in relation to the disposal of Hannans Reward Shares or the acquisition of Fox Resources Shares unless the acquisition increases the shareholder' interest (together with related persons) in Fox Resources to 50% or more.

9.1 Related Party Transactions

As previously disclosed, Fox Resources has received loans totalling $3,080,000 (Jungle Creek Loan) from Jungle Creek Gold Mines Pty Ltd, (Jungle Creek) a related entity of Fox Resources' chairman, Terry Streeter. The original terms of the Jungle Creek Loan provided that:

• (a) the Jungle Creek Loan is convertible into Fox Resources Shares based on a price of $0.15 per Fox Resources Share at Jungle Creek's election subject to the approval of Fox Resources' shareholders (because Jungle Creek is a related party of Fox Resources);
• (b) interest is payable by Fox Resources on the Jungle Creek Loan at a rate of 9.6% per annum payable quarterly; and
• (c) the Jungle Creek Loan to be repaid in full on or before 30 June 2009.

Subsequent to 31 December 2008, Jungle Creek and Fox Resources have agreed that (subject to prior shareholder approval) 50% of the loan will be converted into Fox Resources Shares following the grant of shareholder approval and the time for repayment of the remaining 50% of the Jungle Creek Loan is extended to 31 December 2009.

9.2 Modifications to and exemptions from the Corporations Act

Fox Resources intends to seek from ASIC certain modifications of the Corporations Act in relation to the Takeover Bid to allow the Takeover Bid and the Offer to be extended to Hannans Reward Shares that are issued during the Offer Period pursuant to the Hannans Reward Placement.

9.3 Consents

Each of the following persons has consented to being named in this Bidder's Statement in the form and context in which they are named, and has not withdrawn that consent as at the date of this Bidder's Statement:

• (a) Mr Adrian Black;
• (b) Mr William Amann;
• (c) Mr Gus Wolff;
• (d) Mr Neil Winfield;
• (e) Blake Dawson;
• (f) Computershare Investor Services Pty Limited; and
• (g) Grant Thornton Audit Pty Ltd.

This Bidder's Statement includes or is accompanied by statements which are made in or based on statements made in documents lodged with ASIC or on Fox Resources announcement platform of ASX. Under the terms of ASIC class order 01/1543, the parties making those statements are not required to consent to, and have not consented to, those statements being included in this Bidder's Statement. If you would like to receive a copy of any of these documents please contact Tim Lee on +61 8 9318 5600 and you will be sent copies free of charge.

9.4 Adviser fees

The fees paid in connection with the preparation and distribution of this Bidder's Statement and for services provided in connection with the Offer, including legal and registry fees, are expected to total approximately $118,000.

9.5 No other material information

Except as set out in this Bidder's Statement, there is no information material to the making of a decision by an offeree whether or not to accept the Offer, being information that is known to Fox Resources and that has not previously been disclosed to the holders of Hannans Reward Shares.

9.6 Registered office

The registered office of Fox Resources is 1 Tully Road, East Perth, Western Australia, 6004.

9.7 Expiry date

No securities will be issued on the basis of this Bidder's Statement after the date which is 13 months after the date of this Bidder's Statement.

10.1 The Offer

(a) Offer for your Hannans Reward Shares

Fox Resources offers to acquire all of your Hannans Reward Shares on the terms set out in this Offer. The Offer relates to Hannans Reward Shares that exist or will exist at the Register Date and extends to any Hannans Reward Shares that are issued between that date and the end of the Offer Period as a result of:

• (i) the exercise of Hannans Reward Options; and
• (ii) subject to ASIC granting the relief described in section 9.3, and without limiting Fox Resources' ability to rely on any of the Defeating Conditions (including the Defeating Condition set out in section 10.12(b)(iv)), the Hannans Reward Placement.

(b) Offer includes Rights

If Fox Resources acquires your Hannans Reward Shares under this Offer, Fox Resources is also entitled to any Rights attached to those Hannans Reward Shares.

(c) Consideration

Fox Resources offers 0.5 Fox Resources Shares for each of your Hannans Reward Shares. If you become entitled to a fraction of a Fox Resources Share, that fraction will be rounded down.

10.2 Foreign Shareholders

If you are a Foreign Shareholder then despite any other provision of this Offer, you are offered and will be paid a cash amount for your Hannans Reward Shares calculated under section 10.22.

This Offer is not registered in any jurisdiction outside Australia (unless an applicable foreign law treats it as registered as a result of the Bidder's Statement being lodged with ASIC). It is your sole responsibility to satisfy yourself that you are permitted by any foreign law applicable to you to accept this Offer.

10.3 Rounding of Fox Resources Shares

If you become entitled to a fraction of a Fox Resources Share under this Offer, the number of Fox Resources Shares you are entitled to will be rounded down to the nearest whole number.

If Fox Resources reasonably believes that your holding has been created or manipulated to take advantage of round up then any fractional element will be aggregated or rounded down to the lowest whole number of Fox Resources Shares.

10.4 Ranking of Fox Resources Shares

The Fox Resources Shares issued under the Offer will be issued fully paid and will rank equally for dividends and other rights with existing Fox Resources Shares.

10.5 ASX listing of Fox Resources Shares

Fox Resources will apply for official quotation of the Fox Resources Shares on ASX within seven days of the date of this Bidder's Statement. Quotation will not be automatic but will depend on ASX exercising its discretion. Fox Resources has already been admitted to the official list of ASX and shares in Fox Resources of the same class as those to be issued under this Offer are already quoted. However, Fox Resources cannot guarantee, and does not represent or imply, that the Fox Resources Shares will be listed.

10.6 Offer Period

Unless withdrawn or extended under section 11, this Offer is open during the period that begins on the date of this Offer, being 18 May 2009, and ends at 5:00pm Perth time on 10 July 2009.

If, within the last 7 days of the Offer Period:

• (a) Fox Resources varies the Offers to improve the consideration offered;
• (b) Fox Resources' voting power in Hannans Reward increases to more than 50%,

section 624(2) of the Corporations Act will apply to extend the Offer Period so that it ends 14 days after that event.

10.7 How to accept this Offer

(a) Accept for all of your Hannans Reward Shares

You may accept this Offer during the Offer Period for all of your Hannans Reward Shares.

You will be taken to have accepted the Offer for all your Hannans Reward Shares including any additional Hannans Reward Shares registered as held by you at the date your acceptance is processed (despite any difference between the number of Hannans Reward Shares printed on your Acceptance Form when you accept this Offer).

10. The Offer terms

b) CHESS Holdings

If your Hannans Reward Shares are in a CHESS Holding, you and your Controlling Participant must comply with the ASTC Settlement Rules. To accept this Offer in accordance with those rules, you must:

• (i) instruct your Controlling Participant to initiate acceptance of this Offer under rule 14.14 of the ASTC Settlement Rules; or
• (ii) if you are a Controlling Participant, yourself initiate acceptance under that rule; or
• (iii) if you are not a Controlling Participant:
• 1. complete and sign the Acceptance Form in accordance with the instructions on it; and

2. return the Acceptance Form together with all other documents required by the instructions on it to the address specified on the form. This will authorise Fox Resources to instruct your Controlling Participant to initiate acceptance of this Offer on your behalf. For return of the Acceptance Form to be an effective acceptance of the Offer, you must ensure it is received by Fox Resources in time for Fox Resources to give instructions to your Controlling Participant, and your Controlling Participant to carry out those instructions, before the end of the Offer Period.

(c) Issuer Sponsored Holdings and other holdings

If your Hannans Reward Shares are held on Hannans Reward's issuer sponsored subregister, to accept this Offer you must:

• (i) complete and sign the Acceptance Form in accordance with the instructions on it; and
• (ii) return the Acceptance Form together with all other documents required by the instructions on it to the address specified on the form in the envelope provided so that they are received before the end of the Offer Period.

10.8 Effect of Acceptance Form

By completing, signing and returning the Acceptance Form in accordance with section 10.7(b) or section 10.7(c) as applicable, you:

• (a) authorise Fox Resources and each of its officers and agents to correct any errors in, or omissions from, the Acceptance Form necessary to:
  • (i) make it an effective acceptance of this Offer for your Hannans Reward Shares which are not in a CHESS Holding; and
  • (ii) enable the transfer of your Hannans Reward Shares to Fox Resources; and
• (b) if any of your Hannans Reward Shares are in a CHESS Holding, authorise Fox Resources and each of its officers and agents to:
• (i) instruct your Controlling Participant to effect your acceptance of this Offer for those Hannans Reward Shares under rule 14.14 of the ASTC Settlement Rules; and
• (ii) give to your Controlling Participant on your behalf any other instructions in relation to those Hannans Reward Shares which are contemplated by the sponsorship agreement between you and your Controlling Participant and are necessary or appropriate to facilitate your acceptance of this Offer.

10.9 Your agreement

By carrying out the instructions in section 10.7 on how to accept this Offer:

• (a) you accept this Offer for your Hannans Reward Shares;
• (b) you represent and warrant to Fox Resources that all your Hannans Reward Shares will at the time of your acceptance of this Offer and of transfer to Fox Resources be fully paid up and that Fox Resources will acquire good title to and beneficial ownership of them free from Encumbrances;
• (c) you represent and warrant that you are not a Foreign Shareholder, unless otherwise indicated on the Acceptance Form, and acknowledge and agree that if you are a Foreign Shareholder, or Fox Resources believes you are a Foreign Shareholder, section 10.22 applies to you;
• (d) you transfer, or consent to the transfer in accordance with the ASTC Settlement Rules of, your Hannans Reward Shares to Fox Resources subject to the conditions of the constitution of Hannans Reward on which they were held immediately before your acceptance of this Offer (and Fox Resources agrees to take those Hannans Reward Shares subject to those conditions);

fox Bidder's Statement 49 fox Bidder's Statement 50

• (e) if and when the contract resulting from your acceptance of this Offer becomes unconditional (even though Fox Resources has not yet paid or provided the consideration due to you), you irrevocably appoint Fox Resources and each director of, and any nominee of, Fox Resources as your attorney to:
  • (i) attend and vote in respect of your Hannans Reward Shares at all general meetings of Hannans Reward; and
  • (ii) execute all forms, notices, documents (including a document appointing a director of Fox Resources as a proxy for any of your Hannans Reward Shares) and resolutions relating to your Hannans Reward Shares and generally to exercise all powers and rights which you have as the registered holder of your Hannans Reward Shares;
• (f) you agree that in exercising the powers conferred by the power of attorney in section 10.9(e), Fox Resources and each of its directors and its nominee is entitled to act in the interest of Fox Resources;
• (g) if and when the contract resulting from your acceptance of this Offer becomes unconditional (even though Fox Resources has not yet paid or provided the consideration due to you), you agree not to attend or vote in person at any general meeting of Hannans Reward or to exercise, or to purport to exercise, (in person, by proxy or otherwise) any of the powers conferred on the directors of Fox Resources by section 10.9(e);
• (h) if and when the contract resulting from your acceptance of this Offer becomes unconditional (even though Fox Resources has not yet paid or provided the consideration due to you), you authorise Fox Resources to transmit a message to ASTC in accordance with rule 14.17.1 of the ASTC Settlement Rules so as to enter those of your Hannans Reward Shares which are in a CHESS Holding into Fox Resources' Takeover Transferee Holding; and
• (i) (unless section 10.22 applies to you), you:
  • (i) agree to accept the Fox Resources Shares to which you become entitled by accepting this Offer subject to the constitution of Fox Resources and authorise Fox Resources to place your name on its register of members for those Fox Resources Shares; and
  • (ii) instruct Fox Resources to issue the Fox Resources Shares to which you became entitled by accepting this Offer, if your Hannans Reward Shares are in a CHESS Holding, with the same holder identification number as affects your Hannans Reward Shares; and if your Hannans Reward Shares are held on Hannans Reward's issuer sponsored sub-register, on Fox Resources' issuer sponsored sub-register.

10.10 Powers of attorney

If the Acceptance Form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power and is empowered to delegate powers under the power of attorney under section 10.8 and paragraphs (e) and (h) of section 10.9.

10.11 Validation of otherwise ineffective acceptances

Except for Hannans Reward Shares in a CHESS Holding, Fox Resources may treat the receipt by it of a signed Acceptance Form as a valid acceptance of this Offer even though it does not receive the other documents required by the instructions on the Acceptance Form or there is not compliance with any one or more of the other requirements for acceptance. If Fox Resources does treat such an Acceptance Form as valid, subject to section 10.19, Fox Resources will not be obliged to give the consideration to you until Fox Resources receives all those documents and all of the requirements for acceptance referred to in section 10.7(c) and in the Acceptance Form have been met.

10.12 Defeating Conditions

This Offer and the contract resulting from acceptance of this Offer are subject to the fulfilment of the following Defeating Conditions:

(a) Minimum acceptance condition

During, or at the end of, the Offer Period the number of Hannans Reward Shares in which Fox Resources and its associates together have relevant interests (disregarding any relevant interest that Fox Resources has merely because of the operation of section 608(3) of the Corporations Act) is at least 90% of all the Hannans Reward Shares (even if that number later becomes less than 90% of all the Hannans Reward Shares as a result of the issue of further Hannans Reward Shares).

(b) No prescribed occurrences

None of the following events happens during the period beginning on the date the Bidder's Statement is given to Hannans Reward and ending at the end of the Offer Period:

10. The Offer terms

• (i) Hannans Reward converts all or any of its shares into a larger or smaller number of shares;
• (ii) Hannans Reward or a subsidiary of Hannans Reward resolves to reduce its share capital in any way;
• (iii) Hannans Reward or a subsidiary of Hannans Reward:
  • (A) enters into a buy-back agreement; or
  • (B) resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of the Corporations Act;
• (iv) Hannans Reward or a subsidiary of Hannans Reward issues shares or grants an option over its shares, or agrees to make such an issue or grant such an option;
• (v) Hannans Reward or a subsidiary of Hannans Reward issues, or agrees to issue, convertible notes;
• (vi) Hannans Reward or a subsidiary of Hannans Reward disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;
• (vii) Hannans Reward or a subsidiary of Hannans Reward charges, or agrees to charge, the whole, or a substantial part, of its business or property;
• (viii) Hannans Reward or a subsidiary of Hannans Reward resolves to be wound up;
• (ix) the appointment of a liquidator or provisional liquidator of Hannans Reward or of a subsidiary of Hannans Reward;
• (x) a court makes an order for the winding up of Hannans Reward or of a subsidiary of Hannans Reward;
• (xi) an administrator of Hannans Reward, or of a subsidiary of Hannans Reward, is appointed under section 436A, 436B or 436C of the Corporations Act;
• (xii) Hannans Reward or a subsidiary of Hannans Reward executes a deed of company arrangement; or
• (xiii) a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of Hannans Reward or of a subsidiary of Hannans Reward.

(c) No material acquisitions, disposals, etc.

Except for any proposed transaction publicly announced by Hannans Reward before 19 March 2009, none of the following events occur during the period from that date to the end of the Offer Period without the written consent of Fox Resources:

• (i) Hannans Reward, or any subsidiary of Hannans Reward, acquires, offers to acquire or agrees to acquire one or more companies or assets (or an interest in one or more companies or assets) for an amount in aggregate greater than $50,000 or makes an announcement about such an acquisition;
• (ii) Hannans Reward, or any subsidiary of Hannans Reward, disposes, offers to dispose or agrees to dispose of one or more companies or assets (or an interest in one or more companies or assets) for an amount in aggregate greater than $50,000 or makes an announcement about such a disposal;
• (iii) Hannans Reward, or any subsidiary of Hannans Reward, enters into, offers to enter into or announces that it proposes to enter into any joint venture or partnership involving a commitment of greater than $50,000 or dual listed company structure, or makes an announcement about such a commitment; or
• (iv) Hannans Reward, or any subsidiary of Hannans Reward, incurs or commits to, or grants to another person a right the exercise of which would involve Hannans Reward or any subsidiary of Hannans Reward incurring or committing to any capital expenditure or liability for one or more related items of greater than $50,000 or makes an announcement about such a commitment.

(d) No material failings in filings

Fox Resources does not become aware, during the Offer Period, that any document filed by or on behalf of Hannans Reward with ASX or ASIC contains a statement which is incorrect or misleading in any material particular or from which there is a material omission.

(e) No break fees

(i) Subject to section 10.12(e)(ii), during the Offer Period none of Hannans Reward, and any body corporate which is or becomes a subsidiary of Hannans Reward, pays or provides or agrees (whether conditionally or contingently) to pay or provide any benefit to any person, or foregoes or otherwise reduces any payment or benefit or agrees to forgo or reduce any payment or benefit to which it would otherwise be entitled, in connection with any person making or agreeing to participate in, or enter into negotiations concerning:

fox Bidder's Statement 51 fox Bidder's Statement 52

• (A) a takeover offer for Hannans Reward or any body corporate which is or becomes a subsidiary of Hannans Reward; or
• (B) any other proposal to acquire any interest (whether equitable, legal, beneficial or economic) in shares in, or assets of, Hannans Reward or any body corporate which is or becomes a subsidiary of Hannans Reward, or to operate Hannans Reward as a single economic entity with another body corporate.
• (ii) Section 10.12(e)(i) does not apply to a payment, benefit or agreement:
  • (A) for providing professional advisory services to Hannans Reward;
  • (B) which is approved in writing by Fox Resources;
  • (C) which is approved by a resolution passed at a general meeting of Hannans Reward; or
  • (D) which is made to, provided to, owed by or made with Fox Resources.

(f) Non-existence of certain rights

No person has any right (whether subject to conditions or not) as a result of Fox Resources acquiring Hannans Reward Shares to:

• (i) acquire, or require Hannans Reward or a subsidiary of Hannans Reward to dispose of, or offer to dispose of, any material asset of Hannans Reward or a subsidiary of Hannans Reward; or
• (ii) terminate or vary any material agreement with Hannans Reward or a subsidiary of Hannans Reward.

(g) Conduct of Hannans Reward's business

During the Offer Period, none of Hannans Reward, or any body corporate which is or becomes a subsidiary of Hannans Reward, without the written consent of Fox Resources:

• (i) declares, or distributes any dividend, bonus or other share of its profits or assets;
• (ii) issues or grants options over, or agrees to issue or grant options over, or otherwise makes any commitments regarding any shares or other securities, or alters its capital structure or the rights attached to any of its shares or other securities, or issues or agrees to issue any convertible notes;
• (iii) makes any changes in its constitution or passes any special resolution;
• (iv) gives or agrees to give any Encumbrance over any of its assets otherwise than in the ordinary course of business;
• (v) borrows or agrees to borrow any money (except for temporary borrowing from its bankers in the ordinary course of business);
• (vi) releases, discharges or modifies any substantial obligation to it of any person, firm or corporation or agrees to do so;
• (vii) has appointed any additional director to its board of directors whether to fill a casual vacancy or otherwise;
• (viii) enters or agrees to enter into any contract of service or varies or agrees to vary any existing contract of service with any director or manager, or pays or agrees to pay any retirement benefit or allowance to any director, manager or other employee, or makes or agrees to make any substantial change in the basis or amount of remuneration of any director, manager or other employee (except as required by law or provided under any superannuation, provident or retirement scheme as in effect on 19 March 2009);
• (ix) conducts its business otherwise than in the ordinary course;
• (x) has threatened or commenced against it any material claims or proceedings in any court or tribunal (including a petition for winding up or an application for appointment of a receiver or receiver and manager); or
• (xi) executes a deed of company arrangement or passes any resolution for liquidation, or has appointed or becomes susceptible to the appointment of an administrator, a receiver, a receiver and manager or a liquidator, or becomes subject to investigation under the Australian Securities and Investments Commission Act 2001 (Cth) or any corresponding legislation.

(h) No force majeure event

During the Offer Period no act of war (whether declared or not) or terrorism, mobilisation of armed forces, civil commotion or labour disturbance, fire or natural disaster, or other event beyond the control of Hannans Reward or the relevant subsidiary occurs which affects or is likely to affect the assets, liabilities, financial position, performance, profitability or prospects of Hannans Reward or any of its subsidiaries.

10. The Offer terms

(i) No material adverse change to Hannans Reward

During the Offer Period, no change occurs, is discovered or becomes public which has or could reasonably be expected to have a materially adverse effect on the assets, liabilities, financial position, performance, profitability or prospects of Hannans Reward and its subsidiaries taken as a whole or of any of them including:

• (i) any creditor demanding repayment of a debt of $50,000 or more;
• (ii) Hannans Reward or a subsidiary of Hannans Reward entering into an agreement (including an option agreement) in relation to acquiring or disposing of assets the price or aggregate unencumbered value of which is $50,000 or more; or
• (iii) any person having, as a result of Fox Resources acquiring Hannans Reward Shares, the right (which may be subject to conditions) to:
  • (A) acquire, or require Hannans Reward or a subsidiary of Hannans Reward to dispose of, or offer to dispose of, any asset of Hannans Reward or a subsidiary of Hannans Reward; or
  • (B) terminate any agreement with Hannans Reward or a subsidiary of Hannans Reward.

(j) Restriction on others acquiring shares in Hannans Reward

During the Offer Period, no person other than Fox Resources or an associate of Fox Resources (as defined in section 12(2) of the Corporations Act) gains 10% or more of voting power in Hannans Reward.

10.13 Separate Defeating Conditions for benefit of Fox Resources

Each of the Defeating Conditions set out in each paragraph, sub-paragraph and sub-sub-paragraph of section 10.12:

• (a) is and must be construed as a separate condition; and
• (b) subject to the Corporations Act, operates only for the benefit of Fox Resources and any breach or non-fulfilment of such condition may be relied upon only by Fox Resources which may waive (generally or in respect of a particular event) the breach or non-fulfilment of that condition.

10.14 Nature of Defeating Conditions

None of the Defeating Conditions prevents a contract to sell your Hannans Reward Shares resulting from your acceptance of this Offer but:

• (a) breach of any of the Defeating Conditions entitles Fox Resources to rescind that contract by notice to you; and
• (b) non fulfilment of any of the Defeating Conditions at the end of the Offer Period will have the consequences set out in section 10.18.

10.15 Defeating Conditions apply to multiple events

Where an event occurs that would mean at the time the event occurs a Defeating Condition to which this Offer or the contract resulting from your acceptance of this Offer is then subject would not be fulfilled, each Defeating Condition affected by that event becomes two separate Defeating Conditions on identical terms except that:

• (a) one of them relates solely to that event; and
• (b) the other specifically excludes that event.

Fox Resources may declare the Offer free under section 10.16 from either of those Defeating Conditions without declaring it free from the other and may do so at different times. This section may apply any number of times to a particular Defeating Condition (including a Defeating Condition arising from a previous operation of this section).

10.16 Notice declaring Offers free of Defeating Conditions

Subject to the Corporations Act, Fox Resources may declare this Offer and any contract resulting from acceptance of this Offer free from any of the Defeating Conditions by giving written notice to Hannans Reward:

• (a) in the case of the Defeating Conditions in section 10.12(b) (i.e. no prescribed occurrences), not later than 3 business days after the end of the Offer Period; and
• (b) in the case of all other Defeating Conditions, not less than 7 days before the last day of the Offer Period.

10.17 Notice of status of Defeating Conditions

The date for giving the notice on the status of the Defeating Conditions as required by section 630(1) of the Corporations Act is 2 July 2009 subject to extension in accordance with the Corporations Act if the Offer Period is extended.

fox Bidder's Statement 53 fox Bidder's Statement 54

10.18 Contract void if Defeating Conditions not fulfilled

Your acceptance or the contract resulting from your acceptance of this Offer is void if:

• (a) at the end of the Offer Period any of the Defeating Conditions in section 10.12 is not fulfilled; and
• (b) Fox Resources has not declared this Offer and any contract resulting from the acceptance of it free of that Defeating Condition in accordance with section 10.16.

10.19 Payment of consideration

(a) When you will receive Fox Resources Shares

Subject to this section 10.19 and the Corporations Act, if you accept this Offer Fox Resources will issue Fox Resources Shares to you as the consideration for your Hannans Reward Shares to which Fox Resources acquires good title on or before the earlier of:

• (i) the day 1 month after you accept this Offer or, if this Offer is subject to a Defeating Condition when accepted, 1 month after the contract resulting from your acceptance becomes unconditional; and
• (ii) the day 21 days after the end of the Offer Period.

(b) Acceptance Form requires additional documents

Where documents are required to be given to Fox Resources with your acceptance to enable Fox Resources to become the holder of your Hannans Reward Shares (such as a power of attorney):

• (i) if the documents are given with your acceptance, Fox Resources will pay you in accordance with section 10.19(a);
• (ii) if the documents are given after your acceptance and before the end of the Offer Period while the Offer is subject to a Defeating Condition, Fox Resources will pay you the consideration by the end of whichever of the following periods ends first:
  • (A) 1 month after the contract resulting from your acceptance becomes unconditional; and
  • (B) 21 days after the end of the Offer Period;
• (iii) if the documents are given after your acceptance and before the end of the Offer Period while the Offer is no longer subject to a Defeating Condition, Fox Resources will pay you the consideration by the end of whichever of the following periods ends first:
  • (A) 1 month after Fox Resources is given the documents; and
  • (B) 21 days after the end of the Offer Period; or
• (iv) if the documents are given after the end of the Offer Period, Fox Resources will pay you the consideration within 21 days after the documents are given. However, if at the time Fox Resources is given the documents the contract resulting from acceptance of the Offer is still subject to a Defeating Condition in section 10.12, Fox Resources will pay you the consideration within 21 days after the contract becomes unconditional.

(c) Delivery of consideration

Subject to the Corporations Act, Fox Resources will send a statement confirming the issue of the Fox Resources Shares due to you at your risk by pre-paid ordinary mail, or in the case of an address outside Australia by airmail, to the address shown in the acceptance register maintained by Fox Resources, that will be updated from time to time from the Hannans Reward register.

10.20 Return of documents

If this Offer does not become unconditional or any contract arising from this Offer is rescinded by Fox Resources on the grounds of a breach of a condition of that contract, Fox Resources will, at its election, either return by post to you at the address shown on the Acceptance Form any Acceptance Form and any other documents sent with it by you, or destroy those documents and notify the ASX of this.

10.21 Rights

If Fox Resources becomes entitled to any Rights as a result of your acceptance of this Offer, it may require you to give to Fox Resources all documents necessary to vest title to those Rights in Fox Resources. If you do not give those documents to Fox Resources, or if you have received or are entitled to receive (or any previous holder of your Hannans Reward Shares has received or is entitled to receive) the benefit of those Rights, you must pay the amount (or value as reasonably assessed by Fox Resources) of such Rights to Fox Resources.

10.22 Acceptance by Foreign Shareholders

If you are a Foreign Shareholder and you accept this Offer you will not be entitled to receive Fox Resources Shares as consideration for your Hannans Reward Shares. Instead Fox Resources will:

• (a) arrange for the issue to a nominee approved by ASIC of the number of Fox Resources Shares to which you and all other Foreign Shareholders would have been entitled but for this section and the equivalent section in each of the Offers;
• (b) cause those Fox Resources Shares to be offered for sale on ASX as soon as practicable after the end of the Offer Period and otherwise in such manner, at such price and on such terms as are determined by the nominee; and
• (c) cause the amount ascertained in accordance with the formula below to be paid to you:

net proceeds of sale x	your Fox Resources Shares
	total Fox Resources Shares

net proceeds of sale is the amount remaining after deducting the expenses of sale and of appointing the nominee from the total proceeds of sale of the Fox Resources Shares issued to the nominee under this section and the equivalent section in each of the Offers;

your Fox Resources Shares is the number of Fox Resources Shares which would, but for this section, have been issued to you; and

total Fox Resources Shares is the total number of Fox Resources Shares issued to the nominee under this section the equivalent section in each of the Offers.

You will be paid by cheque in Australian currency and drawn on an Australian branch of an Australian bank. The cheque will be sent at your risk by pre-paid airmail to the address shown in the acceptance register maintained by Fox Resources that will be updated from time to time from the Hannans Reward register.

10.23 Clearances for offshore residents and others

If at the time you accept this Offer or at the time the consideration is provided under it:

• (a) any authority or clearance of the Reserve Bank of Australia or the Australian Tax Office is required for you to receive any consideration under this Offer; or
• (b) you are resident in or a resident of a place to which, or you are a person to whom any of the following applies:
  • (i) the Banking (Foreign Exchange) Regulations 1959 (Cth);
  • (ii) the Charter of the United Nations (Terrorism and Dealing with Assets) Regulations 2002 (Cth);
  • (iii) the Charter of the United Nations (Sanctions Afghanistan) Regulations 2001 (Cth);
  • (iv) the Iraq (Reconstruction and Repeal Sanctions) Regulations 2003 (Cth); or
  • (v) any other law of Australia or elsewhere that would make it unlawful for Fox Resources to provide consideration for your Hannans Reward Shares,

then your acceptance of this Offer does not create or transfer to you any right (contractual or contingent) to receive the consideration specified in this Offer unless and until you obtain all requisite authorities or clearances.

10.24 Costs and stamp duty

Fox Resources will pay all costs and expenses of the preparation and circulation of the Offers and any stamp duty payable on the transfer of any Hannans Reward Shares to Fox Resources.

10.25 Offerees

(a) Registered holders

Fox Resources is making an offer in the form of this Offer to each holder of Hannans Reward Shares registered in the register of members of Hannans Reward at the Register Date.

(b) Transferees

This Offer extends to any person who is able during the Offer Period to give good title to a parcel of your Hannans Reward Shares. That person may accept as if an Offer on terms identical to this Offer had been made to them for those Hannans Reward Shares.

(c) Trustees and nominees

If during the Offer Period and before you accept this Offer your Hannans Reward Shares consist of 2 or more separate and distinct (distinct parcel indicator is a data feature on CHESS takeover acceptance messages) parcels within the meaning of section 653B of the Corporations Act (for example, because you are a trustee or nominee for several distinct beneficial owners), section 653B of the Corporations Act will apply so that:

• (i) Fox Resources is taken to have made a separate Offer to you for each separate and distinct parcel of Hannans Reward Shares; and
• (ii) acceptance by you of the Offer for any distinct parcel of Hannans Reward Shares is ineffective unless:
• (A) you give Fox Resources notice in accordance with section 10.25(d) stating that your Hannans Reward Shares consist of separate and distinct parcels; and
  • (B) your acceptance specifies the number of Hannans Reward Shares in each separate and distinct parcel to which the acceptance relates.

(d) Notices by Trustees and Nominees

The notice required under section 10.25(c)(ii)(A):

• (i) if it relates to Hannans Reward Shares not in a CHESS Holding, must be in writing; or
• (ii) if it relates to Hannans Reward Shares in a CHESS Holding, must be in an electronic form approved under the ASTC Settlement Rules for the purposes of Part 6.8 of the Corporations Act.

10.26 Variation and withdrawal of Offer

(a) Variation

Fox Resources may vary this Offer in accordance with the Corporations Act.

(b) Withdrawal

In accordance with section 652B of the Corporations Act, Fox Resources may withdraw this Offer with the written consent of ASIC and subject to the conditions (if any) which apply to that consent.

10.27 Governing law

This Offer and any contract resulting from acceptance of it are governed by the law in force in Western Australia.

11. Definitions and interpretation

11.1 Definitions

The following definitions apply in interpreting this Bidder's Statement and the Acceptance Form, except where the context makes it clear that a definition is not intended to apply:

Acceptance Form means the form with that title that accompanies this Bidder's Statement.

Accepting Shareholder has the meaning given to it in section 8.1.

ASIC means the Australian Securities and Investments Commission.

ASTC means ASX Settlement and Transfer Corporation Pty Limited ABN 49 008 504 532.

ASTC Settlement Rules means the operating rules of the settlement facility provided by ASTC.

ASX means ASX Limited or the securities market it operates, as the situation requires.

ASX Listing Rules means the listing rules of ASX.

Bidder's Statement means this document, being the statement made by Fox Resources under Part 6.5 Division 2 of the Corporations Act relating to the Takeover Bid.

BLEG means bulk leach extractable gold.

Broker means a person who is a share broker and participant in CHESS.

CHESS means the Clearing House Electronic Subregister System operated by ASTC, which provides for the electronic transfer, settlement and registration of securities.

CHESS Holding means a holding of shares on the CHESS Subregister of Hannans Reward (or Fox Resources) as the situation requires.

CHESS Subregister has the meaning set out in the ASTC Settlement Rules.

Combined Group means the Fox Resources Group following the acquisition by Fox Resources of not less than 90% of Hannans Reward Shares under the Offer or, if the context requires, the combined Fox Resources and Hannans Reward listed entity.

Controlling Participant means has the meaning set out in the ASTC Settlement Rules.

Corporations Act means the Corporations Act 2001 (Cth) as modified by any relevant exemption or declaration by ASIC.

De Beers means De Beers Australia Exploration Ltd.

Defeating Condition means each condition set out in section 10.12.

Encumbrance means:

• (a) a mortgage, charge, pledge, lien, hypothecation or a title retention arrangement;
• (b) a notice under section 255 of the Income Tax Assessment Act 1936 (Cth), subdivision 260 A in schedule 1 to the Taxation Administration Act 1953 (Cth) or any similar legislation;
• (c) any other interest in or right over property (including a right to set off or withhold payment of a deposit or other money);
• (d) any other thing that prevents, restricts or delays the exercise of a right over property, the use of property or the registration of an interest in or dealing with property; or
• (e) an agreement to create anything referred to above or to allow any of them to exist.

foreign law means a law of a jurisdiction other than an Australian jurisdiction.

Foreign Shareholder means a person whose address as shown in the register of members of Hannans Reward is in a jurisdiction other than Australia and its external territories or New Zealand, unless Fox Resources determines otherwise, being satisfied by the law of that jurisdiction that it is lawful and not onerous to make the Offer to that person and to issue them with Fox Resources Shares and that it is lawful for that person to accept the Offer.

Fox Placement means the private placement of 26,311,775 Fox Resources Shares at $0.13 per share to existing and new Fox Resources Shareholders that was announced by Fox Resources to ASX on 28 April 2009.

Fox Resources means Fox Resources Limited ABN 44 079 902 499.

Fox Resources Group means Fox Resources and its related bodies corporate.

Fox Resources Option means each option to subscribe for a Fox Resources Share (details of the Fox Resources Options currently on issue are set out in section 3.1.

Fox Resources Shares means fully paid ordinary shares in Fox Resources.

GST has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Hannans Reward means Hannans Reward Limited ABN 52 099 862 129.

Hannans Reward Group means Hannans Reward and its related bodies corporate.

Hannans Reward Placement means the placement of up to 50 million Hannans Reward Shares contemplated in the notice of meeting issued by Hannans Reward dated 24 March 2009.

Hannans Reward Shares means fully paid ordinary shares in Hannans Reward.

Issuer Sponsored Holding means a holding of Hannans Reward Shares on Hannans Reward's (or Fox Resources') issuer sponsored subregister.

JORC resource means a resource defined in accordance with the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves".

Jungle Creek means Jungle Creek Gold Mines Pty Ltd ACN 008 795 033.

Jungle Creek Loan means the loan to Fox Resources from Jungle Creek described in section 9.1 of this Bidder's Statement.

Offer means the offer as set out in section 10 of this Bidder's Statement (or, if the context so requires, section 10 of this Bidder's Statement itself) and includes a reference to that offer as varied in accordance with the Corporations Act.

Offer Period means the period referred to in section 10.6 of this Bidder's Statement.

Offers means the Offer and each of the other offers made in the same terms for Hannans Reward Shares and includes a reference to those offers as varied in accordance with the Corporations Act.

Pre-Bid Acceptance Agreements means the pre-bid acceptance agreements entered into with certain shareholders of Hannans Reward, copies of which were released to ASX on 24 March 2009.

Register Date means the date set by Fox Resources under section 633(2) of the Corporations Act.

Rights means all accretions and rights attaching to Hannans Reward Shares after 19 March 2009 (including all rights to receive dividends and other distributions declared or paid and to receive or subscribe for shares, notes or options issued by Hannans Reward).

Takeover Bid means the takeover bid constituted by the Offers.

Takeover Transferee Holdings means the CHESS Holding to which Hannans Reward Shares are to be transferred after acceptance of the Offer.

VTEM is a Canadian airborne time-domain electromagnetic system.

VWAP means volume weighted average share price.

your Hannans Reward Shares means, subject to section 10.25, the Hannans Reward Shares:

• (a) of which you are registered as the holder in the register of members of Hannans Reward at the Register Date and any new Hannans Reward Shares of which you become registered as the holder on the register of members of Hannans Reward from the Register Date to the end of the Offer Period as a result of the conversion of, or exercise of rights attached to, securities convertible into Hannans Reward Shares; and
• (b) any other Hannans Reward Shares, to which you are able to give good title at the time you accept this Offer during the Offer Period.

11. Definitions and interpretation

11.2 Interpretation

• (a) Words and phrases which are defined by the Corporations Act have the same meaning in this Bidder's Statement and the Acceptance Form and, if a special meaning is given for the purposes of Chapter 6 or 6A or a provision of Chapter 6 or 6A of the Corporations Act, have that special meaning.
• (b) Headings are for convenience only, and do not affect interpretation.
• (c) The following rules also apply in interpreting this Bidder's Statement and the Acceptance Form, except where the context makes it clear that a rule is not intended to apply:
  • (i) a singular word includes the plural, and vice versa;
  • (ii) a word which suggests 1 gender includes the other genders;
  • (iii) if a word is defined, another part of speech has a corresponding meaning;
  • (iv) unless otherwise stated references in this Bidder's Statement to sections, paragraphs and sub-paragraphs are to sections, paragraphs and sub-paragraphs of this Bidder's Statement;
  • (v) a reference to a person includes a body corporate; and
  • (vi) a reference to $ is to the lawful currency in Australia unless otherwise stated; and
  • (vii) appendices to this Bidder's Statement form part of it.

Dated 1 May 2009.

Signed on behalf of Fox Resources Limited by Bruno Seneque who is authorised to sign by a resolution unanimously passed at a meeting of the directors of Fox Resources Limited.

Bruno Seneque Managing Director

Appendix A – Fox Resources ASX Announcements since 1 July 2008

30/04/2009	Quarterly Activities and Cashflow Report
30/04/2009	Completion of Capital Raising and Appendix 3B
29/04/2009	Change in substantial holding
28/04/2009	Capital Raising Update
24/04/2009 T	rading Halt
16/04/2009	Becoming a substantial holder
16/04/2009 A	ppendix 3B
01/04/2009	Option Expiry Notice
26/03/2009	Hannans - Response to Takeover Bid
26/03/2009 M	t Oscar Exploration Update
25/03/2009	Becoming a substantial holder for HNR
24/03/2009	Fox Secures Strong Support for Hannans Offer
19/03/2009	HNR: Hannans - Response to Takeover Bid
19/03/2009	Fox makes Takeover Bid for Hannans Reward
18/03/2009 MAIDEN	72 MILLION TONNERESOURCE AT MT OSCAR
16/03/2009 R	adio Hill Exploration Update
13/03/2009	Half Yearly Accounts
26/02/2009 E	ncouraging Drill Results Continue Progress at Mt Oscar
17/02/2009 M	anaging Directors RIU Presentation
17/02/2009 A	ssay Results from Radio Hill
12/02/2009	Promising Assay Results from Radio Hill
09/02/2009 M	t Oscar Exploration Update
06/02/2009 R	esponse to ASX Query
04/02/2009 N	ew Exploration Results
02/02/2009 N	otice of Expiry of Unlisted Options
30/01/2009	Quarterly Activities and Cashflow Report
11/12/2008	Change of Director`s Interest Notice
5/12/2008 R	adio Hill Exploration and Production Update
27/11/2008 R	esults of Meeting
27/11/2008 M	anaging Directors AGM Presentation
20/11/2008	LEG: Encouraging iron results from rockchips in Pilbara
19/11/2008 S	ignificant Magnetite Mineralisation at Mt Oscar
30/10/2008	Quarterly Activities Report
22/10/2008 N	otice of Annual General Meeting/Proxy Form
22/10/2008 A	nnual Report to shareholders
1/10/2008	Full Year Statutory Accounts
25/09/2008	Change of Director`s Interest Notice
22/09/2008 M	t Oscar Exploration Update
04/09/2008	Fox Appoints Newexco to Manage Exploration

Appendix A – Fox Resources ASX Announcements since 1 July 2008

01/09/2008 A	ppointment of Company Secretary
01/09/2008	Preliminary Final Report
26/08/2008	Very Encouraging Drillhole Assays at Mt Oscar
25/08/2008 A	ppendix 3B
20/08/2008 R	esults of General Meeting
12/08/2008 M	t Oscar Delivers Exciting Results
12/08/2008	Fox Announces Management Changes
31/07/2008	Quarterly Activities Report
21/07/2008 N	otice of General Meeting/Proxy Form
09/07/2008 I	ron Enrichment at Mt Oscar
07/07/2008	Fox Outlines New Company Strategy
01/07/2008	$3,250,000 Options Exercised
01/07/2008	Change of Director's Interest Notice x 4
01/07/2008 I	nitial Director`s Interest Notice

Appendix B – Hannans Reward ASX Announcements since 1 July 2008

30/04/2009	Hannans – 3rd Quarter Activities Report
30/04/2009	Hannans – 3rd Quarter Cashflow Report
30/04/2009	Hannans – Placement Approved
30/04/2009	Hannans – General Meeting Presentation
28/04/2009	Hannans - Appendix 3Y - William Hicks
15/04/2009	Hannans – Shareholder Update
09/04/2009	Hannans – Appendix 3Y – Damien Hicks
07/04/2009	Hannans - Jigalong Manganese Update
31/03/2009	Hannans - Placement
27/03/2009	Hannans - Resignation of Director
27/03/2009	Hannans - Joint Statement with Jigalong Community Inc
26/03/2009	Hannans - Response to Takeover Bid
25/03/2009	Hannans - Lake Johnston Major Exploration Project
25/03/2009	Becoming a substantial holder from FXR
24/03/2009	Hannans - Resignation of Director
24/03/2009	Fox Secures Strong Support for Hannans Offer
19/03/2009	Hannans - Response to Takeover Bid
19/03/2009	FXR: Fox makes Takeover Bid for Hannans Reward
04/03/2009	Hannans - Financial Report for the Half Year
02/02/2009	2nd Quarter Activities Report
30/01/2009	2nd Quarter Cashflow Report

10/12/2008	Jigalong - High Grade Iron
28/11/2008 A	ppendix 3B and 3Y - Frank Cannavo
17/11/2008 S	PP Documents
13/11/2008 A	GM Results
13/11/2008 A	GM Presentation
10/11/2008 S	hare Purchase Plan Completed
31/10/2008	1st Quarter Activities Report
31/10/2008	1st Quarter Cashflow Report
24/10/2008 A	ppendix 3Z - Dr Ernest Dechow
22/10/2008 S	PP offer closes this Friday
20/10/2008	Vale to explore Queen Victoria Rocks
13/10/2008 N	otice of Meeting
09/10/2008 I	mportant Share Purchase Plan Information
07/10/2008	Underwritten Share Purchase Plan
07/10/2008 E	xploration and Corporate Update
02/10/2008 T	rading Halt
30/09/2008	Jigalong - High Grade Iron
26/09/2008 A	nnual Report 2008
23/09/2008	Jigalong - Manganese Update
09/09/2008	Jigalong - Iron Discovery
01/09/2008	Jigalong - Manganese Drilling
19/08/2008 S	unday Gold JV - High Grade Gold
08/08/2008	Change of Director`s Interest Notice
04/08/2008	Jigalong - Iron Update
31/07/2008	4th Quarter Cashflow Report
16/07/2008	4th Quarter Activities Report
16/07/2008	Change of Director`s Interest Notice
09/07/2008	Change of Director`s Interest Notice

YOU SHOULD ACCEPT FOX'S OFFER FOR HANNANS REWARD

www.foxresources.com.au