WESTERN YILGARN NL — M&A Activity 2013

Jun 5, 2013

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6
June
2013

ASX
Announcement

**OFF

MARKET
TAKEOVER
BID
-­‐
RED
RIVER
RESOURCES
LIMITED**

Iron
Mountain
Mining
Limited
(“Iron
Mountain”)
has
determined
to
make
an
off
market
bid
for
all shares
and
options
in
Red
River
Resources
Limited
(“Red
River”).

Shareholders
of
Red
River
will
be
offered
1.5
cents
for
every
1
share
held
in
Red
River
plus
1
fully paid
share
in
Iron
Mountain
for
every
6
shares
held
in
Red
River.

No
separate
offer
will
be
made
for
Red
River’s
options,
with
the
result
that
holders
of
those options
will
need
to
exercise
them
in
order
to
participate
in
Iron
Mountain’s
offer.

Iron
Mountain
is
in
the
process
of
preparing
a
formal
Bidders
Statement
and
will
lodge
that document
with
the
Australian
Securities
Exchange
and
Australian
Securities
and
Investments Commission
shortly.

The
proposed
offers
will
be
subject
to
a
number
of
conditions.
Details
of
the
offer
conditions
are set
out
in
Annexure
A
to
this
letter,
which
contains
an
extract
from
the
draft
Bidder’s
Statement.

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Shoshanna
Zohar Company
Secretary Iron
Mountain
Mining
Limited

Level 7 | 231 Adelaide Terrace | Perth | Western Australia | 6000 PO Box 3235 | 249 Hay Street | East Perth | Western Australia | 6892

t + 61 (8) 9225 6475 f +61(8) 9225 6474 e info@ironmountainmining.com.au www.ironmountainmining.com.au

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Annexure A

Capitalised terms used in this Annexure have the meanings given to them in the Bidder’s Statement to be issued by Iron Mountain Mining Limited in relation to this offer.

(a)

Minimum acceptance condition

At the end of the Offer Period, Iron Mountain has a relevant interest in more than 50% (by number) of the Red River Shares on issue at that time.

(b) Approvals by Public Authorities

Before the end of the Offer Period:

• (i) Iron Mountain receives all Approvals which are required by law or by any Public Authority to permit the Offer to be made to and accepted by Red River’s shareholders in all applicable jurisdictions; and

• (ii) Iron Mountain receives all Approvals which are required by law or by any Public Authority as a result of the Offers or the successful acquisition of the Red River Shares,

and, in each case, those Approvals are on an unconditional basis and remain in force in all respects and there is no notice, intimation or indication of intention to revoke, suspend, restrict, modify or not renew those Approvals.

(c)

No action by Public Authority adversely affecting the Offer

During the Condition Period:

• (i) there is not in effect any preliminary or final decision, order or decree issued by a Public Authority;

• (ii) no action or investigation is instituted, or threatened by any Public Authority; or

• (iii) no application is made to any Public Authority (other than an application by Iron Mountain),

in consequence of, or in conjunction with, the Offer, which:

• (iv) restrains or prohibits or threatens to restrain or prohibit, or may otherwise materially adversely impact upon:

• (A) the making of the Offers; or

• (B) the rights of Iron Mountain in respect of Red River or the Red River Shares to be acquired under the Offer or otherwise; or

• (v) seeks to require the divestiture by Iron Mountain of any Red River Shares, or the divestiture of any assets by Red River or Iron Mountain.

Level 7 | 231 Adelaide Terrace | Perth | Western Australia | 6000 PO Box 3235 | 249 Hay Street | East Perth | Western Australia | 6892 t + 61 (8) 9225 6475 f +61(8) 9225 6474 e info@ironmountainmining.com.au www.ironmountainmining.com.au

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(d)

Change of control

During the Condition Period, every person who has or will have any right (whether subject to conditions or not) under any Material Agreement as a result of Iron Mountain acquiring Red River Shares to:

• (i) acquire, or require the disposal of, or require Red River or a subsidiary of Red River to offer to dispose of, any material asset of Red River or a subsidiary of Red River; or

• (ii) terminate, or vary the terms or performance of, any material agreement or arrangement with Red River or a subsidiary of Red River (including without limitation by accelerating any payment required to be made under that agreement or arrangement),

provides in writing an enforceable, irrevocable and unconditional waiver or release of that right to Red River, and Red River provides a copy of that release or waiver to Iron Mountain.

(e)

Disclosure of the existence of certain rights

On or before the date that Red River sends its Target Statement in respect of the Offer to shareholders, either:

• (i) Red River makes an announcement to the ASX containing details of every right of the kind referred to in paragraph (d), including (to the extent known to Red River):

• (A) the parties, purpose and term of any agreement, arrangement or other matter giving rise to that right;

• (B) the consequences and potential consequences of an exercise of that right; and

• (C) the provisions which give rise to that right, those consequences or those potential consequences; or

• (ii) Red River makes an announcement to the ASX that there are no rights of the kind referred to in sub-paragraph (i).

(f)

No material transactions

During the Condition Period, neither Red River nor any subsidiary of Red River:

• (i) 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 $1.0 million;

• (ii) 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 $1.0 million or makes an announcement in relation to such a disposal;

Level 7 | 231 Adelaide Terrace | Perth | Western Australia | 6000 PO Box 3235 | 249 Hay Street | East Perth | Western Australia | 6892

t + 61 (8) 9225 6475 f +61(8) 9225 6474 e info@ironmountainmining.com.au www.ironmountainmining.com.au

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• (iii) enters into, offers to enter into or announces that it proposes to enter into any joint venture or partnership or dual listed company structure, involving a commitment of in aggregate greater than $1.0 million;

• (iv) incurs or commits to, or grants to another person a right the exercise of which would involve Red River incurring or committing to, any capital expenditure or liability in respect of one or more related items of in aggregate greater than $1.0 million; or

• (v) discloses (without having disclosed to ASX prior to the Announcement Date) the existence of any matter described in sub-paragraphs (i) to (iv) above, or announces an intention or proposal to do anything described in subparagraphs (i) to (iv) above.

(g)

No material adverse change

During the Condition Period:

• (i) there is no occurrence or matter, including (without limitation):

• (A) any change in the status or terms of arrangements entered into with Red River or any of its subsidiaries or the status or terms of any Approvals which are applicable to Red River or any of its subsidiaries (whether or not wholly or partly attributable to the making of the Offer, or the acquisition of Red River Shares under the Offer);

• (B) any liability for duty or tax;

• (C) any liability resulting from a change of control of Red River; or

• (D) any change in the law (whether retrospective or not),

that (individually or together with others) has or could reasonably be expected to have a materially adverse effect on the assets, liabilities, financial or trading position, profitability, production or prospects of Red River and its subsidiaries taken as a whole; and

• (ii) no occurrence or matter, as described in sub-paragraph (i), which occurred before the Announcement Date but was not apparent from publicly available information before then, becomes public.

(h) No prescribed occurrences

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

• (i) Red River converts all or any of its shares into a larger or smaller number of shares;

• (ii) Red River or a subsidiary of Red River resolves to reduce its share capital in any way;

• (iii) Red River or a subsidiary of Red River:

Level 7 | 231 Adelaide Terrace | Perth | Western Australia | 6000 PO Box 3235 | 249 Hay Street | East Perth | Western Australia | 6892 t + 61 (8) 9225 6475 f +61(8) 9225 6474 e info@ironmountainmining.com.au www.ironmountainmining.com.au

• (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) Red River or a subsidiary of Red River issues shares or grants an option over its shares, or agrees to make such an issue or grant such an option, other than the issue of Red River Shares on the exercise of Red River Options on issue at the Register Date;

• (v) Red River or a subsidiary of Red River issues, or agrees to issue, convertible notes;

• (vi) Red River or a subsidiary of Red River disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;

• (vii) Red River or a subsidiary of Red River charges, or agrees to charge, the whole, or a substantial part, of its business or property;

• (viii) Red River or a subsidiary of Red River resolves to be wound up;

• (ix) the appointment of a liquidator or provisional liquidator of Red River or of a subsidiary of Red River;

• (x) a court makes an order for the winding up of Red River or of a subsidiary of Red River;

• (xi) an administrator of Red River, or of a subsidiary of Red River, is appointed under section 436A, 436B or 436C of the Corporations Act;

• (xii) Red River or a subsidiary of Red River 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 Red River or of a subsidiary of Red River.

(i)

No prescribed occurrences between announcement and

service

None of the events listed in sub-paragraphs (i) to (xiii) of paragraph (h) happens during the period beginning on the Announcement Date and ending at the end of the day before this Bidder's Statement is given to Red River.

(j)

No dividends or distributions

During the Condition Period, neither Red River nor any subsidiary of Red River, declares, distributes, or resolves to pay or provide any dividend, bonus or other share of its profits or assets.

(k)

Conduct of Red River’s business

During the Condition Period, neither Red River nor any subsidiary of Red River:

• (i) gives or agrees to give any Encumbrance over any of its assets otherwise than in the ordinary course of business;

Level 7 | 231 Adelaide Terrace | Perth | Western Australia | 6000 PO Box 3235 | 249 Hay Street | East Perth | Western Australia | 6892

t + 61 (8) 9225 6475 f +61(8) 9225 6474 e info@ironmountainmining.com.au www.ironmountainmining.com.au

• (ii) borrows or agrees to borrow any money (except for temporary borrowing from its bankers in the ordinary course of business);

• (iii) releases, discharges or modifies any substantial obligation to it of any person, firm or corporation or agrees to do so;

• (iv) conducts its business otherwise than in the ordinary course;

• (v) has threatened or commenced against it any material claims or proceedings in any court or tribunal (including, but not limited to, a petition for winding up or an application for appointment of a receiver or receiver and manager);

• (vi) becomes subject to investigation under the Australian Securities and Investments Commission Act 2001 (Cth) or any corresponding legislation; or

• (vii) discloses (without having disclosed to ASX prior to the Announcement Date) the existence of any matter described in sub-paragraphs (i) to (vi) above, or announces an intention or proposal to do anything described in subparagraphs (i) to (vi) above.

(l)

S&P/ASX200 index

During the Condition Period, the S&P/ASX 200 Index does not close below 4300 for 3 or more consecutive trading days.

(m)

No material failings in filings

Iron Mountain does not become aware, during the Condition Period, that any document filed by or on behalf of Red River with ASX or ASIC contains a statement which is incorrect or misleading in any material particular or from which there is a material omission.

Level 7 | 231 Adelaide Terrace | Perth | Western Australia | 6000 PO Box 3235 | 249 Hay Street | East Perth | Western Australia | 6892

t + 61 (8) 9225 6475 f +61(8) 9225 6474 e info@ironmountainmining.com.au www.ironmountainmining.com.au