Vote in Favour of the Scheme, in the Absence of a Superior Proposal Explanatory M Em Orandu M

Explanatory Memorandum For the scheme of arrangement in relation to the proposed merger of Zinifex Limited and Oxiana Limited

Your directors unanimously recommend that you vote in favour of the Scheme, in the absence of a Superior Proposal Explanatory M em orandu m

This is an important document and requires your immediate attention. You should read this document in its entirety prior to deciding whether or not to vote in favour of the Scheme. If you are in any doubt as to how to deal with this document, please consult your financial, legal, taxation or other professional adviser immediately. Zinifex Limited (ABN 29 101 657 309)

Financial Advisers Legal Adviser Overview of this document Corporate Directory

What is this document for? Zinifex Limited Financial Advisers This document relates to the proposed merger of Zinifex and Oxiana by way of a scheme Registered Office UBS AG, Australia Branch of arrangement between Zinifex and its shareholders. The purpose of this document is Freshwater Place Level 16 Level 29 to provide Zinifex Shareholders with information to consider before voting on the Scheme 8 Exhibition Street 2 Southbank Boulevard Melbourne Victoria 3000 at the meeting of Zinifex Shareholders scheduled for Monday, 16 June 2008. Southbank Victoria 3006 Australia Australia Why should you vote? Lazard Carnegie Wylie Pty Ltd As a Zinifex Shareholder, you have a say in whether the Scheme is implemented or not Information Line Level 33 – this is your opportunity to play a role in deciding the future of the company in which (Australia) 1300 659 062 101 Collins Street you have a stake. (Overseas) +61 2 8986 9350 Melbourne Victoria 3000 Australia What you should do next Zinifex Share Registry Computershare Investor Services Pty Limited Step 1: Read this document in full Legal Adviser Yarra Falls You should read and carefully consider the information included in this document to Allens Arthur Robinson 452 Johnston Street help you make an informed decision as to how to vote in relation to the Scheme. If you Level 27 Abbotsford Victoria 3067 have any doubt as to what action you should take, please contact your financial, legal, 530 Collins Street Australia taxation or other professional adviser immediately. Melbourne Victoria 3000 Phone: 1300 850 505 Australia Step 2: Vote on the Scheme Fax: (03) 9473 2500 As a Zinifex Shareholder, it is your right to vote on whether the Scheme should be Investigating Accountant approved, and therefore, whether the Merger should proceed. You can vote in person KPMG Transaction Services (Australia) Pty Ltd or by proxy. Details of how to vote are set out on page 7 of this document. 147 Collins Street Melbourne Victoria 3000 For further information Australia If you have any questions after reading this document, please call the Zinifex Shareholder Information Line on 1300 659 062 (within Australia, toll free) or +61 2 8986 9350 (from outside Australia).

Cert o.n XXX-XXX-XXXX Contents

Important Notices 2 Key Dates 4 Letter from the Chairman of Zinifex Limited 5 Letter from the Chairman of Oxiana Limited 6 Meeting details and how to vote 7

1. attributes and Vision of the Merged Group 8 2. why you should vote in favour of the Scheme 10 3. potential disadvantages, risks and other relevant considerations 18 4. frequently asked questions 22 5. overview of the Merger and the Scheme 28 6. profile of Zinifex 35 7. profile of Oxiana 56 8. profile of the Merged Group 81 9. potential Risk Factors 101 10. taxation implications 110 11. Investigating Accountant’s Report 114 12. summary of the Independent Expert’s Report 123 13. Implementation of the Merger 168 14. Key terms of the Merger Implementation Agreement 173 15. aDDItional Information 179 16. gLossary 190

Annexure A – Scheme of Arrangement 196 Annexure B – Oxiana Deed Poll 208 Annexure C – Notice of Scheme Meeting 215 Annexure D – Zinifex Mineral Resources and Ore Reserves 218 Annexure E – Oxiana Mineral Resources and Ore Reserves 220 Corporate Directory

1 Important Notices

General Forward looking statements Zinifex Shareholders should read this document in its entirety Certain statements in this document relate to the future. before making a decision as to how to vote on the resolution These forward looking statements involve known and to be considered at the Scheme Meeting. unknown risks, uncertainties, assumptions and other important factors that could cause the actual results, Copies of the Scheme Booklet Supplement and the Merger performance or achievements of Zinifex, Oxiana or the Implementation Agreement may be obtained by calling the Merged Group to be materially different from future results, Zinifex Shareholder Information Line on 1300 659 062 performance or achievements expressed or implied by such (within Australia, toll free) or +61 2 8986 9350 (outside statements. Such forward looking statements are based Australia), or from Zinifex’s website at www.zinifex.com. on numerous assumptions regarding present and future Purpose of this document business strategies and the environment in which Zinifex, The purpose of this document is to explain the terms of Oxiana and the Merged Group will operate in the future. the Scheme and the manner in which the Scheme will be Certain important factors that could cause actual results, considered and implemented (if approved), and to provide performance or achievements to differ materially from those such information as is prescribed or otherwise material in the forward looking statements include, among others, to the decision of Zinifex Shareholders whether or not to levels of actual production during any period, levels of vote in favour of the Scheme. This document includes the demand and market prices for commodities, the ability Explanatory Statement required by section 412(1) of the to produce and transport products profitably, the impact Corporations Act in relation to the Scheme. of foreign currency exchange rates on market prices and operating costs, operational problems, political uncertainty Responsibility statements and economic conditions in relevant areas of the world, The Oxiana Information has been prepared by Oxiana and the actions of competitors and activities by governmental its Directors and is the responsibility of Oxiana. Zinifex authorities such as changes in taxation or regulation. and its Directors, officers, employees and advisers do not Forward looking statements should, therefore, be construed assume any responsibility for the accuracy or completeness in light of such risk factors and reliance should not be placed of the Oxiana Information. on forward looking statements. The Merged Group Information, other than those parts of the Other than as required by law, neither Zinifex nor Oxiana, Merged Group Information that constitute Zinifex Information nor any other person gives any representation, assurance or Oxiana Information, has been jointly prepared by Zinifex or guarantee that the occurrence of the events expressed or and Oxiana and their respective Directors and is the implied in any forward looking statements in this document responsibility of Zinifex and Oxiana. will actually occur. KPMG Transaction Services (Australia) Pty Ltd has prepared the Investigating Accountant’s Report set out in section 11 of The forward looking statements in this document reflect this document in relation to the pro forma historical financial views held only at the date of this document. Subject to any information included in sections 6.6 and 8.8 and takes continuing obligations under law or the Listing Rules or as responsibility for that report. contemplated by section 15.22 of this document, Zinifex and Oxiana and their respective Directors disclaim any obligation Grant Samuel & Associates Pty Ltd has prepared the or undertaking to disseminate after the date of this document Independent Expert’s Report set out in the Scheme Booklet any updates or revisions to any forward looking statements Supplement, and the summary of that report set out in to reflect any change in expectations in relation to those section 12 of this document, and takes responsibility for statements or any change in events, conditions or that report and that summary. circumstances on which any such statement is based. Except for the Oxiana Information, the Merged Group Estimates Information, the Investigating Accountant’s Report and the Unless otherwise indicated, all references to estimates and summary of the Independent Expert’s Report, the information derivations of the same in this document are references to contained in this document (the “Zinifex Information”) estimates by Zinifex management or Oxiana management has been prepared by Zinifex and its Directors and is the (as applicable). Management estimates are based on views responsibility of Zinifex. Oxiana and its Directors, officers, at the date of this document, and actual facts or outcomes employees and advisers do not assume any responsibility may be materially different from those estimates. for the accuracy or completeness of the Zinifex Information. Effect of rounding ASIC and ASX A number of figures, amounts, percentages, prices, A copy of this document has been registered by ASIC for the estimates, calculations of value and fractions in this purposes of section 412(6) of the Corporations Act. Neither ASIC nor its officers take any responsibility for the contents document including but not limited to those in respect of the of this document. Scheme Consideration (the Figures), are subject to the effect of rounding. Accordingly, the actual calculation of these A copy of this document has been lodged with the ASX. Figures may differ from the Figures set out in this document. Neither the ASX nor any of its officers takes any responsibility for the contents of this document.

2 Investment decisions Australian court for violations of US securities laws. It may This document does not take into account the investment be difficult to compel anA ustralian company and its affiliates objectives, financial situation or particular needs of any to subject themselves to a US court’s judgement. shareholder or any other person. This document should not Notice to Zinifex Shareholders in be relied upon as the sole basis for any investment decisions New Zealand in relation to Zinifex Shares or any other securities, and In offering Oxiana Shares under the Scheme in New Zealand, independent financial and taxation advice should be sought Oxiana is relying on the Securities Act (Overseas Companies) before making any such investment decision. Exemption Notice 2002. This document is not a prospectus Notice to Zinifex Shareholders in or an investment statement under New Zealand law, and jurisdictions outside Australia may not contain all the information that a prospectus or This document has been prepared having regard to investment statement under New Zealand law is required Australian disclosure requirements and Australian accounting to contain. standards. These disclosure requirements and accounting Defined terms standards may be different from those in other countries. Capitalised terms and certain abbreviations used in this It is important that Zinifex Shareholders who are not document have the defined meanings set out in section 16 Australian resident taxpayers or who are liable for tax outside of this document. Australia seek specific taxation advice in relation to the All references to $, A$ dollars and cents, are to Australian Australian and overseas tax consequences of the Scheme. currency, unless specified otherwise. A general guide to Australian taxation consequences is included in section 10. Privacy and personal information This document does not constitute an offer to sell to Zinifex Zinifex and Oxiana and their respective share registries may Shareholders or a solicitation of an offer to purchase from collect personal information in the process of implementing Zinifex Shareholders any securities in Zinifex or Oxiana in the Scheme and the Merger. The personal information may any jurisdiction where such an offer or solicitation would be include the names, addresses, other contact details and illegal. In particular, Zinifex Shareholders who are Ineligible details of the shareholdings of Zinifex Shareholders, and Foreign Zinifex Shareholders (which, as at the date of this the names of individuals appointed by Zinifex Shareholders document, are expected to comprise those Zinifex as proxies, corporate representatives or attorneys at the Shareholders with registered addresses in jurisdictions Scheme Meeting. outside Australia and its external territories, New Zealand, Zinifex Shareholders who are individuals and the other the United Kingdom or the United States of America) will individuals in respect of whom personal information is not be issued with New Shares. See section 5.16 of this collected as outlined above have certain rights to access document for further details. the personal information collected in relation to them. Such Notice to Zinifex Shareholders in the individuals should contact Computershare Investor Services United States of America Pty Limited on 1300 659 062 (within Australia only) or +61 2 8986 9350 (international) in the first instance if The Oxiana Shares to be distributed to Zinifex Shareholders they wish to request access to that personal information. under the Scheme (referred to in this document as the New Shares) have not been, and will not be, registered under the The personal information is collected for the primary US Securities Act of 1933 (the Securities Act), as amended. purpose of implementing the Scheme and the Merger. Zinifex and Oxiana intend to rely on an exemption from the The personal information may be disclosed to Zinifex’s registration requirements of the Securities Act provided by and Oxiana’s share registries, to securities brokers and section 3(a)(10) of the Securities Act in connection with the to print and mail service providers. consummation of the Scheme and the distribution of New Shares. Approval of the Scheme by the Court will be relied The main consequence of not collecting the personal upon by Zinifex and Oxiana for the purpose of qualifying for information outlined above would be that Zinifex may be the section 3(a)(10) exemption. hindered in, or prevented from, conducting the Scheme Meeting and implementing the Merger. None of the SEC, any US state securities commission or any other US regulatory authority has passed comment Zinifex Shareholders who appoint an individual as their upon or endorsed the merits of the distribution or the proxy, corporate representative or attorney to vote at the accuracy, adequacy or completeness of this document. Scheme Meeting should inform such an individual of the Any representation to the contrary is a criminal offence. matters outlined above. It may be difficult for you to enforce your rights, and any References to time claim you may have arising, under the US federal securities All references in this document to time relate to the laws as Zinifex and Oxiana are located in Australia, and time in Melbourne, Australia. some or all of the officers and Directors of Zinifex and Oxiana Date of this document may be residents of Australia. You may not be able to sue This document is dated 9 May 2008. an Australian company or its officers or directors in an

3 Key Dates

Last time and date by which the Proxy Form can be lodged 2:00pm on Saturday, 14 June 2008

Time and date for determining eligibility to vote at Scheme Meeting

Scheme Meeting to be held at The Function Centre, Melbourne 2:00pm on Monday, 16 June 2008 & Olympic Parks, Batman Avenue, Melbourne, Victoria, Australia

Following approval of the Scheme Court hearing for approval of the Scheme Friday, 20 June 2008

Effective Date and last day of trading in Zinifex Shares on ASX Friday, 20 June 2008

New Shares commence trading on a deferred settlement basis Monday, 23 June 2008

Scheme Record Date for determining entitlements to Scheme 7:00pm on Thursday, 26 June 2008 Consideration

Implementation Date for the Scheme Tuesday, 1 July 2008

Despatch of transaction confirmation statements for Friday, 4 July 2008 New Shares and copies of Merged Group General Meeting notices to Scheme Shareholders Last day of deferred settlement trading for New Shares

New Shares commence trading on a normal settlement basis Monday, 7 July 2008 on ASX

Merged Group General Meeting to approve new Merged Group 2.30pm on Friday, 18 July 2008 name and Director appointments

This timetable is indicative only and, amongst other things, is subject to the time at which the conditions precedent to the Scheme are satisfied, or (if applicable) waived, and to all necessary Court and regulatory approvals. Zinifex has the right to vary any or all of these dates and times, subject to the approval of such variation by the ASX, the Court and Oxiana, where required. Any variation to the timetable set out above will be announced to the ASX and published on Zinifex’s website (www.zinifex.com).

4 Letter from the Chairman of Zinifex Limited

9 May 2008

Dear Shareholder, I am pleased to present to you the exciting proposal for the merger of Zinifex and Oxiana. Your Directors believe the proposal is in the best interests of all Zinifex shareholders and unanimously recommend and request that you vote in favour of the proposal at the meeting of Zinifex shareholders to be held on Monday, 16 June 2008. On 3 March 2008, Zinifex and Oxiana announced that they had agreed to merge their businesses, creating a new major diversified base and precious metals mining company with global reach. At that time your Directors announced that, in the absence of a superior proposal, they unanimously recommended the proposed merger and stated that they intended to vote in favour of the proposed Scheme of Arrangement in relation to the shares they personally hold. For Zinifex shareholders, this proposal: — creates a valuable opportunity, in line with Zinifex’s announced strategy, to participate in the benefits of increased scale, financial strength and diversity – both geographically and across commodities – providing a risk profile that opens up business development opportunities not available to Zinifex alone; — creates a company with greater market capitalisation and liquidity, giving it greater capacity to grow by selective acquisition; and — combines capable and experienced management teams with a proven track record of increasing value for shareholders. Under the Scheme, you will receive 3.1931 new shares in the Merged Group for each Zinifex share you hold and following the Scheme, former Zinifex shareholders will own approximately 50% of the Merged Group. Barry Cusack, Oxiana’s Chairman, will be Chairman of the Merged Group Board. This Scheme Booklet contains information including a summary of the Independent Expert’s Report prepared by Grant Samuel & Associates Pty Ltd, which concludes that the merger is in the best interests of Zinifex shareholders. The Scheme Meeting to consider and, if thought fit, approve the Scheme will be held on Monday, 16 June 2008 at 2.00pm. I look forward to seeing as many shareholders at this meeting in person as possible. Your Directors unanimously recommend that you vote in favour of the Scheme as this represents the best available path towards our objective of creating a major diversified mining group. I encourage you to read this document carefully before casting your vote. Should you require any further information with regard to the Scheme, please contact the Shareholder Information Line on 1300 659 062 (within Australia, toll free) or +61 2 8986 9350 (outside Australia), or please contact your professional taxation, legal, accounting or financial adviser. My fellow Zinifex Directors and I look forward to sharing in this exciting combination as shareholders in, and Directors on the Board of, the Merged Group.

Yours faithfully,

Peter Mansell Chairman Zinifex Limited

5 Letter from the Chairman of Oxiana Limited

9 May 2008

Dear Shareholder, On behalf of the Directors of Oxiana, I wish to encourage all Zinifex Shareholders to avail themselves of this valuable opportunity to take part in the creation of a major diversified mining group with global reach. The Merger of Oxiana and Zinifex will bring together two highly complementary businesses that in combination will be well positioned to take advantage of the positive market environment in which resource companies are presently operating. The Merged Group will own and operate high quality base and precious metal assets, diversified across a range of commodities and geographic regions, and a project development pipeline offering near, medium and long term growth. The Merged Group’s financial position should enable it to deliver its development projects as well as selectively pursue larger value creating investment opportunities in Australia and overseas. Importantly, the Merger will also bring together two disciplined management teams and Boards with an outstanding track record for growth and value creation, whose skills and experience will be applied across the Merged Group. I will be Chairman of the Merged Group and Andrew Michelmore, Zinifex’s Chief Executive Officer and Managing Director, will become the Chief Executive Officer and Managing Director of the Merged Group. Owen Hegarty, Oxiana’s Chief Executive Officer and Managing Director, will become a non-executive Director and will also chair a Board Integration Committee of the Merged Group. The Merged Group Board will comprise the existing Directors of Oxiana and Zinifex. All members of the Merged Group Board and executive team will be committed to continuing the history of Oxiana and Zinifex for creating shareholder value through exploration, discovery, project development and operational excellence, and we all look forward to working together to continue to achieve these outcomes. Your Directors unanimously recommend that you vote in favour of the Scheme and the Independent Expert has considered the proposal and concluded that it is in the best interests of Zinifex Shareholders. The Merger is also unanimously supported by the Directors of Oxiana, who consider this transaction the next logical step in the creation of a major global diversified mining company. This Scheme Booklet provides details of the Merger, including a summary of the Independent Expert’s Report and information on how to vote. Please read it carefully before making your decision. I encourage you to vote in favour of the Scheme and look forward to welcoming you as a shareholder in the Merged Group.

Yours faithfully,

Barry L. Cusack Chairman Oxiana Limited

6 Meeting details and how to vote

Meeting details The Scheme Meeting is scheduled to be held at 2pm on Monday, 16 June 2008 at The Function Centre, Melbourne & Olympic Parks, Batman Avenue, Melbourne, Victoria. For the Merger to proceed, the Scheme must be approved by a majority in number of Zinifex Shareholders present and voting at the Scheme Meeting (in person, by attorney, by proxy or, in the case of corporations, by authorised representative), unless the Court orders otherwise, and at least 75% of the total number of Zinifex Shares voted at the Scheme Meeting. Entitlement to vote Zinifex Shareholders who are registered on the Zinifex Share Register at 2pm on Saturday, 14 June 2008 may vote at the Scheme Meeting in person, by attorney, by proxy or, in the case of corporate shareholders, by corporate representative. How to vote in person Zinifex Shareholders who are entitled to vote and wish to do so in person should attend the Scheme Meeting. Those Zinifex Shareholders voting in person should bring their meeting registration forms with them to facilitate admission to the meeting. The meeting registration form for the Scheme Meeting is the Proxy Form included with this document. Persons who are attending as an attorney should bring the original power of attorney, unless Zinifex has already noted it. Persons who are attending as a corporate representative should bring evidence of their authority. How to vote by proxy A Proxy Form is included with this document. Zinifex Shareholders who wish to appoint a proxy to attend and vote at the Scheme Meeting, must complete the Proxy Form. To be effective, completed Proxy Forms must be sent to the following address or fax number so that it is received by no later than 2pm on Saturday, 14 June 2008: — Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001, Australia; or — Fax: + 61 3 9473 2555. If an attorney signs a Proxy Form on a Zinifex Shareholder’s behalf, a copy of the authority under which the Proxy Form was signed must be received by the Zinifex Share Registry at the same time as the Proxy Form (unless a copy of the authority has already been provided to Zinifex). Zinifex Shareholders who complete and return a Proxy Form may still attend the meeting in person, revoke the proxy and vote at the meeting. Voting by corporate representative If a Zinifex Shareholder that is a corporation intends to appoint an individual to act as its corporate representative to vote at the Scheme Meeting, the appointment must comply with the requirements of section 250D of the Corporations Act. Accordingly, Zinifex will require an applicable Certificate of Appointment of Corporate Representative to have been executed and lodged with Zinifex before the Scheme Meeting or at the registration desk on the day of the meeting. A form of the Certificate may be obtained from the Zinifex Share Registry. If a Certificate is completed by an individual or a corporation under power of attorney, the power of attorney under which the Certificate is signed, or a certified copy of that power of attorney, must accompany the completed Certificate (unless the power of attorney has previously been noted by Zinifex).

7 1. Attributes and Vision of the Merged Group

Growth Delivers a long and balanced pipeline of development opportunities. Increased capability to accelerate value delivery from existing asset portfolio. Enhanced capacity to pursue both an organic and an acquisitive growth strategy.

Strength Strong financial position, cash flow and earnings capability. Highly efficient current operations, and attractive development and exploration portfolios. Skilled and experienced Board, management and workforce. Enhanced investor attractiveness resulting from increased scale, liquidity and diversification.

Diversity Increased commodity and geographic spread of assets. Improved earnings diversification. Skill base applied to a more diverse set of opportunities.

Zinifex Shareholders will benefit from the Merger through an improved risk profile and enhanced capability for growth and value creation.

8 T the vision born out of the Merger of Zinifex and Oxiana is to create a leading global diversified mining company.

Growth

Strength Diversity

1.1 Why? — The Boards and management of Oxiana and Zinifex believe the long-term outlook for mineral commodities is strong, driven by the demand requirements of the rapidly emerging economies of Asia and elsewhere. — The Merged Group will have an outstanding opportunity to benefit from this demand. — Strong companies with a range of high quality assets, a diverse portfolio and an extensive set of opportunities are best placed to succeed in the minerals industry throughout the cycle.

1.2 How? — The current market environment is positive for growth in the mining industry. — The Merged Group will have much greater capacity to benefit from these opportunities than Zinifex (or Oxiana) in isolation. — The Merged Group will deliver value to its shareholders through its strong operations, attractive pipeline of development projects and continued emphasis on exploration. — The Merged Group’s risk profile will be lowered through an improved credit standing, commodity and geographic diversification and greater longevity of earnings arising from its extended development timeframe. — The Merged Group will draw on a demonstrated track record in project delivery, mergers and acquisitions and exploration to deliver shareholder value.

1.3 What next? — The Merged Group will continue to focus on creating value in its core businesses. — it will pursue opportunities in commodities and geographic locations that have an acceptable risk profile and that are consistent with the Merged Group’s strategy of creating shareholder value.

9 2. Why you should vote in favour of the Scheme

10 This section should be read in conjunction with section 3, which summarises the potential disadvantages and risks associated with the Scheme.

1 Creates a major Australian diversified mining company

2 delivers a larger, more diversified portfolio of assets, development projects and future opportunities with an improved risk profile

3 strengthens strategic position and capability providing a superior platform for growth

4 Combines capable and experienced Boards and management teams with a proven track record

5 the Independent Expert has concluded that the Scheme is in the best interests of Zinifex Shareholders

6 the Merger is unanimously recommended by the Zinifex Board to be in the best interests of Zinifex Shareholders in the absence of a Superior Proposal

11 2.1 Creates a major Australian diversified mining company The Merger will create a major Australian diversified mining company with significantly enhanced scale, market capitalisation, financial strength and liquidity. With the successful implementation of the Merger, the Merged Group will become the third largest Australian diversified mining company and a top 25 ASX-listed company based on market capitalisation. Based on closing share prices on 29 February 2008 (immediately prior to the announcement of the Merger), the Merged Group would have a market capitalisation of approximately $11.6 billion, compared to Zinifex’s market capitalisation of approximately $5.4 billion on 29 February 2008.

S&P/ASX 200 (MINING COMPANIES) GLOBAL MINING PEERS

BHP Billiton 209.3 Grupo Mexico 19.3 Rio Tinto 160.5 Teck Cominco 18.6 Fortescue Metals 22.0 Antofagasta 17.0 Newcrest Mining 17.3 Vedanta 13.4 Merged Group 11.6 Merged Group 11.6 Lihir Gold 8.3 First Quantum 6.8 Alumina 7.3 Oxiana 6.1 Oxiana 6.1 Zinifex 5.4 Zinifex 5.4 Ivanhoe 5.3 Aquarius Platinum 4.2 Inmet 4.5 Energy Resources 4.1 Lundin 3.6 Paladin Energy 3.8 Equinox 3.5 Minara Resources 3.0 HudBay 2.6 (A$ billion market capitalisation) (A$ billion market capitalisation) Source: Thomson Datastream as at 29 February 2008.

The Merged Group will be the world’s second largest zinc in concentrate producer by mine production, with zinc in concentrate production totalling approximately 743,000 tonnes per annum, as well as a significant producer of copper, with production totalling approximately 200,000 tonnes per annum following the expected successful commissioning of Oxiana’s Prominent Hill project at the end of 2008. As a result of the Merger, the Merged Group will represent one of the few diversified mid-cap mining companies listed on the ASX, providing an attractive investment opportunity for investors seeking a diversified exposure to the mid-cap mining sector. This provides the Merged Group with an attractive investment case and will likely facilitate increased liquidity in the after market for Merged Group Shares. The Zinifex Directors believe the benefits of increased scale and the combination of quality assets and market position, together with the strengthened strategic position and capability of the Merged Group, will facilitate its future growth and development of the Merged Group as a leading Australian diversified mining company. Additionally, the increased market capitalisation and operational scope of the Merged Group, together with a broader and more diversified shareholder base, are likely to attract a greater level of interest from potential investors and industry analysts, providing the Merged Group with a higher profile in the financial markets and lead to its shares becoming more actively traded than Zinifex Shares. A greater level of interest from potential investors and a stronger balance sheet are likely to enhance opportunities for the Merged Group to raise debt finance on more attractive terms and additional equity (if required). The Zinifex Directors believe the Merged Group should therefore be in a position to accelerate commercialisation of development opportunities and take advantage of other potential growth opportunities to enhance shareholder value. As the terms of the Merger are scrip based, Zinifex Shareholders will receive New Shares in the Merged Group, and upon implementation, will own approximately 50% of the shares in the Merged Group. Therefore, existing Zinifex Shareholders will have the opportunity to participate in the significant ongoing benefits expected from the Merger.

12 Why you should vote in favour of the Scheme 2.2 Delivers a larger, more diversified portfolio of assets, development projects and future opportunities with an improved risk profile The Merger will provide an accelerated opportunity for Zinifex Shareholders to participate in the benefits expected from a larger and more diversified portfolio of assets and opportunities while retaining exposure to Zinifex’s existing asset base. The Merger presents a valuable opportunity to step up to a larger scale, with a high quality set of assets that would be more difficult and time consuming to match through acquisitions and organic growth. If the Merger is not approved, the Zinifex Directors believe that the process of building an equivalent portfolio of mining assets of similar size and qualities could take a number of years. Furthermore, the alternative growth path may require considerably more exploration, development and operating risk, and the payment of significant acquisition premiums to implement. Moreover, the resources industry has inherent exposure to commodity price, geographic, geological and market risk. Both Zinifex and Oxiana have significant positions in geological regions and commodity businesses to which the other has no or little exposure. Following implementation of the Merger, the Merged Group will, through diversification, be more resilient and better placed to manage these risks. a) more diversified portfolio of operating mines, development assets and exploration projects If the Merger is implemented, Zinifex Shareholders will participate in the Merged Group’s existing portfolio of assets and opportunities, which is larger and more diversified than is available to Zinifex on a standalone basis, as well as enhanced prospects for future developments. This will reduce Zinifex’s reliance on predominantly a single asset exposure, being Century (refer section 6.3(b)(i) for further detail). The Merged Group’s portfolio of assets will incorporate five mining operations and an extensive pipeline of development and exploration projects that over time are expected to add significant value to shareholders. By 2009, following the expected successful commissioning of the Prominent Hill and Avebury projects, the Merged Group should have seven operating sites.

Stage of development Commodities ZINC/LEAD COPPER NICKEL GOLD SILVER OPERATING Century Golden Grove Rosebery Sepon Copper Sepon Gold UNDER DEVELOPMENT Prominent Hill Avebury Martabe Sepon Copper expansion PROJECT PIPELINE Prominent Hill U/G Stage 1 Dugald River High Lake Izok Lake Sepon Gold Primary Prominent Hill U/G Stage 2

Zinifex Oxiana

13 b) Greater geographic footprint The Merged Group will have a broader geographic footprint than Zinifex on a standalone basis with assets located not only in Australia and Canada, but also Laos and Indonesia. This broader operational and geographic footprint should provide the Merged Group with greater stability in its cash flow generation and an improved risk profile throughout commodity cycles.

20071 GROSS REVENUE BY GEOGRAPHY2

Australia Laos

22%

Indonesia 45% 55% + 100% = and Canada 78%

OXIANA ZINIFEX MERGED GROUP

LEVERAGE TO CONTINUE GLOBAL GROWTH

10 11

8 12 4 5

1 9 2 6

Zinifex assets Oxiana assets Zinifex exploration focus Oxiana exploration focus

1. Century (zinc/lead) 7. Martabe (gold/silver) 2. Golden Grove (zinc/copper/silver/gold/lead) 8. Sepon Copper expansion (copper) 3. Rosebery (zinc/copper/lead/gold/silver) 9. Dugald River (zinc/lead/silver) Avebury (nickel) 10. High Lake (zinc/copper) 4. Sepon Copper (copper) 11. Izok Lake (zinc/copper) 5. Sepon Gold (gold/silver) 12. Sepon Gold Primary (gold) 6. Prominent Hill (copper/gold/silver)

14 Why you should vote in favour of the Scheme c) Greater diversification of metals The Merger promotes Zinifex’s strategic objective to diversify and grow a portfolio of core base and precious metals, focusing on zinc, lead, copper, nickel, silver and gold. As illustrated in the chart below, based on pro forma financial information for the year ended 31 December 2007, the Merged Group will have 61% exposure to zinc compared to 86% for Zinifex, and 23% exposure to copper compared to 1% for Zinifex, with further diversification anticipated in the future from the commissioning of the Prominent Hill development project, expected at the end of 2008, and the Avebury project, expected in the second half of 2008.

20071 REVENUE BY METAL2

Zinc Lead Gold Silver Copper

Prominent Hill development 1% 3% 1% 23% 10% 25% 4% 57% 2% + = 61% 11% 86% 5% 7% 5%

OXIANA ZINIFEX MERGED GROUP

Note: 1. Pro forma for the year ended 31 December 2007 2. Revenue based on sales revenue net of treatment and refining charges and allocated penalties Pie charts are only illustrative - the size of this chart is not precisely to scale d) increased prospects for near term growth and strong and complementary development pipeline The Merged Group will have a strong portfolio of identified growth opportunities. The Merger will deliver to Zinifex Shareholders an increased prospective project pipeline available for development in the near-term, which supports Zinifex’s stated strategy of securing near-term production in a period of depleting global resources and limited high grade reserves. The complementary development pipelines of Zinifex and Oxiana will give the Merged Group an attractive portfolio of short, medium and long-term growth options, positioning it well to benefit from the expected strong demand growth for many commodities.

15 2.3 Strengthens strategic position and capability providing a superior platform for growth The Merger will provide Zinifex Shareholders with a strengthened strategic position, and capability, resulting in a superior platform for growth and an improved risk profile that will enable the pursuit of business development opportunities not currently available to Zinifex alone. The Merger will capture critical strengths that exist in the standalone Zinifex and Oxiana entities that can be applied across the larger portfolio of opportunities. This step-change in scale, strength and profile of the Merged Group will give it the opportunity both to accelerate the delivery of its development projects and to selectively pursue much larger and more profitable global acquisition opportunities. In combining the respective strengths of the two project delivery teams, the Merged Group will be able to capitalise on the experience gained from previous successful project executions. The Merged Group will have an extensive portfolio of exploration projects in Australia, Canada, South East Asia, Sweden, Mexico, Tunisia and China, and the resources to accelerate the most promising projects. Due to its greater scale and its diversified revenue, production and asset mix, the Merged Group will be better positioned to fund and develop organic growth opportunities and selective acquisition opportunities than Zinifex would be on a stand alone basis. As the global mining industry continues to consolidate, companies with the necessary financial and human resources are expected to have an advantage in capitalising on industry consolidation opportunities. Zinifex and Oxiana believe that the Merged Group will be well positioned to participate in such opportunities to further deliver shareholder value. A key reason for the Merger of Zinifex and Oxiana is to create a group with an improved risk profile and consequently enhanced capacity to deliver shareholder value. The Merged Group’s ability to deliver value for all shareholders will be underpinned by the strength of its financial and human resources applied to the combined development portfolio.

2.4 Combines capable and experienced Boards and management teams with a proven track record The Merger will combine the significant Board and management expertise and technical, industry, country, commercial, development and operating skills of Zinifex and Oxiana, to position the Merged Group to take full advantage of the opportunities available in the resources sector for the benefit of all shareholders. Both Zinifex and Oxiana have management with extensive global and domestic mining experience and a successful track record. Senior management of the Merged Group will benefit from the collective skills and experience base, enabling the deployment of the best management, operational and technical skills of the two companies across the assets, and growth and exploration opportunities, of the Merged Group. The pooling of the two companies’ broader country knowledge and industry experience will be an important advantage in the pursuit of new opportunities and the Merged Group’s ability to manage and reduce the risks associated with existing assets and future opportunities, particularly in the current highly competitive market for skilled employees in the resources sector. Due to the complementary nature of the two businesses, there is expected to be only a limited overlap of roles. Mr Andrew Michelmore, the current Managing Director and Chief Executive Officer of Zinifex, will lead the Merged Group’s management team. Mr Barry Cusack, the current Chairman of Oxiana, will be Chairman of the Merged Group. It is proposed that all current Zinifex and Oxiana Directors will form the Merged Group Board. Further detail on the composition of the Merged Group Board can be found in section 8.5. The Merged Group will be able to build on the abilities of more than 8,000 employees and contractors globally and will be well positioned to retain and attract quality people during a period of high demand for skilled mining personnel.

16 Why you should vote in favour of the Scheme 2.5 The Merger is unanimously recommended by the Zinifex Board to be in the best interests of Zinifex Shareholders in the absence of a Superior Proposal The Merger of Zinifex and Oxiana will combine the assets, reserves, operations and people of two high quality companies that should enable the Merged Group to grow and generate shareholder value on a superior basis than is currently available to Zinifex in isolation. The Zinifex Directors believe that the Merger is in the best interests of Zinifex Shareholders and unanimously recommend that Zinifex Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal. The Zinifex Directors have formed their conclusion and made their recommendation based on the matters outlined in this section 2 and the disadvantages and other factors outlined in section 3, and having regard to the applicable risks (see sections 3 and 9 for more details). In particular, the Zinifex Directors believe that the merger terms whereby Zinifex Shareholders will hold approximately 50% of the Merged Group produces a fair and equitable outcome consistent with recent market valuations of Oxiana and Zinifex. Each Zinifex Director who holds Zinifex Shares, or on whose behalf Zinifex Shares are held, intends to vote those shares in favour of the Scheme, in the absence of any Superior Proposal.

2.6 The Independent Expert has concluded that the Scheme is in the best interests of Zinifex Shareholders The Independent Expert has concluded that the Merger terms are fair to Zinifex Shareholders, including the approximate 50% share that Zinifex Shareholders will hold in the Merged Group. The Independent Expert’s view is that the Merger benefits are collectively significant and outweigh the disadvantages. Accordingly, the Independent Expert has concluded that the Merger is in the best interests of Zinifex Shareholders. A summary of the Independent Expert’s Report is set out in section 12. Zinifex Shareholders are encouraged to read that summary. A complete copy of the Independent Expert’s Report is set out in the Scheme Booklet Supplement, which may be obtained by calling the Zinifex Shareholder Information Line on 1300 659 062 (within Australia, toll free) or +61 2 8986 9350 (outside Australia), or from Zinifex’s website at www.zinifex.com.

17 3. Potential disadvantages, risks and other relevant considerations

18 3.1 Potential disadvantages and changes in risk profile associated with the Scheme The Scheme has a number of potential disadvantages and risks that Zinifex Shareholders should consider in deciding whether or not to vote in favour of the Scheme. While the Zinifex Board is of the opinion that these disadvantages and risks are outweighed by the Scheme’s advantages, and that the Scheme is in the best interests of Zinifex Shareholders in the absence of a Superior Proposal, Zinifex Shareholders should consider their individual circumstances in determining how to vote in relation to the Scheme. When reviewing this section 3, Zinifex Shareholders should bear in mind that if the Merger is implemented, although they will be exposed to various additional risks relating to Oxiana and the Merged Group, one of the strategic reasons for the Merger is to ensure that the Merged Group will have a more diverse portfolio of assets and products and, therefore, an improved risk profile. The Merger will reduce Zinifex’s current heavy reliance on Century (refer section 6.3(b)(i) for further detail) and should mitigate the relative impact of commodity price swings (given that the Merged Group will produce a range of base and precious metals) and other risks. The change in risk profile is discussed below, along with potential disadvantages of the Merger and reasons why Zinifex Shareholders may consider voting against the Scheme. a) Change in risk profile and risks of investment in the Merged Group If the Scheme is implemented, there will be a change in the risk profile to which Zinifex Shareholders are exposed. Zinifex Shareholders are currently exposed to various risks as a result of their investment in Zinifex. These risks are described in sections 9.3 and 9.4. If the Scheme is approved, Zinifex will merge its businesses with those of Oxiana and Zinifex Shareholders will receive New Shares. As a consequence, Zinifex Shareholders will be exposed to risk factors relating to Oxiana (including country risk in Indonesia and Laos), and to certain additional risks relating to the Merged Group and the integration of the two companies. These include risks relating to the operation of a broader suite of assets than Zinifex currently operates. In a number of cases, those risks are different from or additional to those currently faced by Zinifex Shareholders. The change in risk profile may be seen to be a disadvantage by some Zinifex Shareholders. Section 9 discusses the risk factors relating to Zinifex, Oxiana and the Merged Group. Zinifex Shareholders are encouraged to read that section in its entirety. It is also important to note that certain risks will apply if the Scheme does not proceed. These are discussed in section 9.6.

19 b) the investment profile for Zinifex Shareholders will change While Zinifex is active in a number of the same commodity markets, operations and geographies as Oxiana, the operational profile, capital structure, size and geography of the Merged Group will be different to that of Zinifex on a stand alone basis. In particular, Zinifex is primarily a zinc producer, while Oxiana produces mainly copper and gold. It is possible that certain Zinifex Shareholders may wish to maintain an interest in Zinifex as a stand alone entity because they are seeking an investment in a publicly listed company with the specific characteristics of Zinifex (such as its current commodities, operational profile, capital structure, size and geography). The change in investment profile under the Merger would be a disadvantage to such shareholders. c) a Superior Proposal for Zinifex may yet emerge It is possible that a Superior Proposal for Zinifex, which is more attractive for Zinifex Shareholders than the Merger, may materialise in the future. The implementation of the Merger would mean that Zinifex Shareholders would not obtain the benefit of any such proposal. The Zinifex Board is not currently aware of any such proposal and notes that since Zinifex and Oxiana announced the Merger, there has been a significant period of time and ample opportunity for an alternative proposal for Zinifex which provides a different outcome for Zinifex Shareholders to emerge. The Zinifex Directors have closely evaluated a number of options available to Zinifex Shareholders, as described in section 5.4, and have decided that the Merger was the best option available. Shareholders in the Merged Group will still have an opportunity to realise a full premium in the event of any post-Merger change of control. d) The exact value of the Scheme Consideration is not certain Under the terms of the Merger, Zinifex Shareholders will receive 3.1931 New Shares for each Zinifex Share they hold. The exact value of this Scheme Consideration that would be realised by individual Zinifex Shareholders will be dependent on the price at which the New Shares trade on ASX after the Implementation Date. In addition, the Nominee will be issued New Shares attributable to certain Ineligible Foreign Zinifex Shareholders and will sell them on market as soon as reasonably practicable after the Implementation Date (see section 5.16). It is possible that such sales may exert downward pressure on the Merged Group’s share price during the applicable period. In any event, there is no guarantee regarding the prices that will be realised by the Nominee or the future market price of the New Shares. Future market prices may be either above or below current or historical market prices. e) Following implementation of the Merger, the Merged Group’s share price might change Following the implementation of the Merger, the Merged Group’s share price may rise or fall based on market conditions and the Merged Group’s financial and operational performance. If the Merged Group’s share price falls, the value of the New Shares received by Zinifex Shareholders as Scheme Consideration will decline in value. Accordingly, there is no guarantee that Zinifex Shareholders will actually realise the implied value of the Scheme Consideration to be received under the Merger. f) Change in cash profile The cash flow generation from operations and requirements for project development of the Merged Group will be different to those of Zinifex alone. In particular, Oxiana will bring to the Merged Group more development projects that can be advanced in the near term that will require capital expenditure, together with increased cash generation from 2009 following the expected commissioning of the Prominent Hill mine at the end of 2008. This change in cash flow profile and requirements for project development will increase competition for funds that may have otherwise been available for investment in Zinifex projects or for return to shareholders.

20 Potential disadvantages, risks and other relevant considerations g) Increased depreciation and amortisation (D&A) expenses resulting from uplift in fair value of assets While the Merger terms have been structured to be a ‘merger of equals’, accounting standards require that one company is deemed to be the acquirer of the other, based on certain criteria. On application of these criteria, Oxiana and Zinifex have agreed that, for accounting purposes, Oxiana will be deemed to be the acquirer of Zinifex. The acquisition price will be determined at the date of the transaction, based on the market capitalisation of Oxiana at that date, and the price will be allocated to the underlying net assets of Zinifex. To the extent that the consideration increases the fair value of Zinifex, this will likely result in a mark-up of the value of Zinifex’s assets. These increased asset values, excluding any goodwill that may be recognised, will need to be depreciated in accordance with the relevant accounting standards. This will result in depreciation and amortisation charges being substantially greater than the depreciation and amortisation charges of Zinifex and Oxiana as seperate businesses, significantly reducing reported earnings in the future to that extent. h) Risks of trading during deferred settlement trading period Scheme Shareholders will not necessarily know the exact number of New Shares (due to rounding) that they will receive (if any) as Scheme Consideration until a number of days after those shares can be traded on the ASX on a deferred settlement basis. Zinifex Shareholders who trade New Shares on a deferred settlement basis, without knowing the number of New Shares they will receive as Scheme Consideration may risk adverse financial consequences if they purport to sell more New Shares than they receive.

3.2 Other relevant considerations a) Transaction and other costs Transaction and other costs incurred (or which are expected to be incurred) by Zinifex in relation to the implementation of the Merger are currently estimated at $55 million, comprising adviser, legal, accounting and expert fees, employee costs (including termination rights, bonuses, long term incentive options and insurance), and various other costs. This amount does not include transaction costs that may be incurred in relation to the Merger by Oxiana. b) Implications for Zinifex if the Merger is not implemented If the Merger is not implemented, Zinifex will continue to operate its current businesses as a stand alone entity. Each Zinifex Shareholder will retain their Zinifex Shares and will not receive any New Shares. Zinifex will still incur a relative proportion of the transaction and other costs referred to in section 3.2(a). In those circumstances, it is likely that Zinifex management would seek to continue to build on the positive momentum created in Zinifex’s businesses since its initial public offering (IPO) in 2004. Zinifex Shares may trade below their current market price (or the value attributed by the Independent Expert) if the Merger is not implemented. This may occur if, for example, investors consider that Zinifex’s growth prospects are lower in the absence of the Merger. c) Rights, obligations and break fee under Merger Implementation Agreement Under the Merger Implementation Agreement entered into between Zinifex and Oxiana, a liquidated amount (or break fee) of $55 million may become payable by one party to the other in certain circumstances, including in certain circumstances if the Scheme is not approved. The Merger Implementation Agreement also sets out various other rights and obligations of Zinifex and Oxiana in relation to the Merger. See section 14 for further details. d) Tax Consequences for Scheme Shareholders If the Scheme proceeds, there are likely to be tax consequences for Zinifex Shareholders which may include tax payable on any gain on the disposal of Scheme Shares. Further information on the relevant tax consequences for Australian resident shareholders is included in section 10. However, Zinifex Shareholders should seek their own professional advice regarding the individual tax consequences applicable to them.

21 4. Frequently asked questions

22 This section 4 answers (in a brief way) some frequently asked questions about the Merger and the Scheme. It is not intended to address all relevant issues for Zinifex Shareholders. This section should be read together with all other parts of this document.

Question Answer More details

General questions

1. What are Zinifex On 3 March 2008, Zinifex and Oxiana announced a See section 5 for Shareholders being proposal to merge their businesses to create a major further information asked to consider? diversified mining company. The Merger will be implemented by way of a scheme of arrangement between Zinifex and its shareholders. The Merged Group will initially be owned approximately 50%/50% by current Zinifex and Oxiana shareholders (respectively). Zinifex Shareholders are being asked to consider this Merger proposal and vote on it at the Scheme Meeting.

2. What consideration You will receive 3.1931 New Shares for each Zinifex See section 5.2 for will I receive? Share you own. further information about the Scheme Consideration.

3. What if I am a foreign Certain Zinifex Shareholders with registered addresses See section 5.16 shareholder? outside Australia will not be issued with New Shares. for further Instead, the New Shares that would otherwise have been information. issued to them will be sold and they will receive the net sale proceeds.

4. Will I have to pay No brokerage or stamp duty will be payable by Scheme brokerage fees or stamp Shareholders on the transfer of their Scheme Shares to duty in respect of the Oxiana under the Scheme or the issue by Oxiana to them Scheme Consideration? of the New Shares as the Scheme Consideration.

5. Can I sell my Zinifex You can sell your Zinifex Shares on the ASX prior to (and shares on the ASX? on) the Effective Date. However, you will not be able to do so after the Effective Date. If you sell your Zinifex Shares on the ASX: — you will pay brokerage on the sale; — you will not share in any potential ongoing benefits of owning shares in the Merged Group; and — there may be different tax consequences for you compared to those that would arise under the implementation of the Merger.

23 Question Answer More details

6. Will I be able to Oxiana Shares currently trade on the ASX, and the New See sections trade the New Shares Shares will trade on the ASX if the Merger is implemented. 13.7 and 13.11 on the ASX? It is expected that you will be able to trade the New Shares for further on a deferred settlement basis commencing on the information. Business Day after the Effective Date. It is expected that the New Shares will trade on a normal settlement basis (T+3) from the fourth Business Day after the Implementation Date.

7. What are the tax Section 10 provides a general guide on the tax implications See section 10 implications of the of the Merger for Australian‑resident Zinifex Shareholders. for further transaction? You are urged to seek professional taxation advice in information. relation to your own personal circumstances.

8. Will shareholders be Based on preliminary taxation advice received by both See section 10 entitled to scrip-for-scrip Zinifex and Oxiana, following the implementation of the for further capital gains tax (“CGT”) Scheme, Australian-resident Zinifex Shareholders who information. roll-over relief as part of hold Zinifex Shares on capital account will be entitled this transaction? to scrip-for-scrip CGT roll-over relief. You are urged to seek professional taxation advice in relation to your own personal circumstances.

TRANSACTION STRUCTURE AND DETAILS

9. What is a scheme A scheme of arrangement is a legal arrangement between of arrangement? a company and its shareholders, and involves a company putting forward a proposal to its shareholders for them to consider and, if thought fit, approve. Before a scheme of arrangement can come into effect, it must be approved by the shareholders at a meeting (usually referred to as a scheme meeting), by: — unless the court orders otherwise, a majority in number (more than 50%) of the shareholders present and voting at the scheme meeting (either in person or by proxy); and — at least 75% of the total number of votes cast on the resolution at the scheme meeting by shareholders entitled to vote on the resolution, and it must also be approved by the court after that meeting. Once a scheme of arrangement is approved by shareholders and the court, it binds all shareholders to the proposal (including those who may have voted against it or may not have voted at all).

10. Why has the Both Oxiana and Zinifex Directors consider that the Merger transaction been is in the interests of their respective shareholders, in the structured as a Zinifex absence of a Superior Proposal, and is in line with their scheme of arrangement? existing strategies. The transaction structure that has been adopted is believed to be the most efficient structure to implement the Merger. It reflects the friendly nature of the Merger, and also assists to minimise the need for any third party approvals.

24 Frequently asked questions Question Answer More details

11. What is the timetable The Scheme Meeting is currently scheduled to be held on See the “Key of the transaction? Monday, 16 June 2008. If Zinifex Shareholders approve Dates” on page 4 the Scheme and Court approval is obtained, the Merger for further will be implemented on Tuesday, 1 July 2008. This is information. based on the current scheduled timetable of key dates as set out on page 4, which is subject to possible change.

12. What approvals are In order for the Scheme to become effective, approval must See section 5.8 for required in order to effect be received from Zinifex Shareholders and the Court. It is further information. the Scheme, and what also necessary for ASX to confirm that it will quote on the other conditions apply? ASX the New Shares to be issued under the Scheme. There are also various other conditions precedent to the Scheme that were agreed in the Merger Implementation Agreement.

13. Under what scenarios The Merger Implementation Agreement provides for various The respective can Zinifex or Oxiana situations where either of Zinifex or Oxiana has the right termination rights terminate this Merger to terminate it and the Merger. These include termination are summarised transaction? rights upon certain material adverse changes, termination in section 14.7. rights in certain circumstances if Competing Proposals are made for either company, and termination rights if the Zinifex Directors change their recommendation of the Merger.

Voting

14. Who gets to vote at Zinifex Shareholders who are registered on the Zinifex the Scheme Meeting? Share Register at 2pm on Saturday, 14 June 2008 may vote at the Scheme Meeting. This is based on the current scheduled timetable of “Key Dates” as set out on page 4, which is subject to possible change.

15. Are Oxiana Only Zinifex Shareholders who are registered on the Shareholders entitled Zinifex Share Register at 2pm on Saturday, 14 June 2008 to vote for the Merger? may vote at the Scheme Meeting. If Oxiana Shareholders are also Zinifex Shareholders at that time, they may vote their Zinifex Shares at the Scheme Meeting.

16. When and where The Scheme Meeting will be held at 2pm on Monday, will the Scheme Meeting 16 June 2008 at The Function Centre, Melbourne & be held? Olympic Parks, Batman Avenue, Melbourne, Victoria. This is based on the current scheduled timetable of key dates as set out on page 4, which is subject to possible change.

17. How do I vote? Details of how to vote are set out on page 7 and are also included in the Notice of Scheme Meeting in Annexure C to this document.

18. What happens if If the Scheme becomes Effective and you are a Zinifex I don’t vote or if I vote Shareholder as at the Scheme Record Date, then all of against the Scheme? your Zinifex Shares will be transferred to Oxiana and you will receive the Scheme Consideration in accordance with the Scheme (and no further action will be required by you). This will apply to all such shareholders, including those who may have voted against the Scheme or not voted at all.

25 Question Answer More details

19. What happens if the If the Scheme is not approved by Zinifex Shareholders, See section 5.11 Scheme is not approved? it will not be implemented and the Merger will not proceed. for further In this case, Zinifex Shareholders will retain their Zinifex information on Shares (which will remain quoted on the ASX), will Zinifex’s intentions continue to be exposed to risks relating to Zinifex and if the Scheme is will not receive the Scheme Consideration. not approved.

The Merged Group

20. What are the benefits See section 2 for the reasons why the Zinifex Directors of the Merged Group? recommend that you vote in favour of the Scheme (which includes the benefits of the Merged Group), and section 8 for a profile of the Merged Group.

21. What will the Merged The Merged Group is proposed to be renamed. A general See section 13.13 Group be called? meeting of Merged Group shareholders to seek approval for for further details the proposed change of name and to consider certain other in relation to the matters is scheduled to be held on Friday, 18 July 2008, proposed general and Zinifex Shareholders who participate in the Scheme meeting. will be eligible to vote their New Shares at that meeting.

22. Who will be Chairman Oxiana’s current Chairman, Barry Cusack, will be the Director profiles of the Merged Group? Chairman of the Merged Group. are included in section 8.5.

23. Who will be on the The Merged Group Board will comprise all current Director profiles Merged Group’s Board? Zinifex and Oxiana Board members. The Zinifex Directors are included in will be appointed to the Merged Group Board on the section 8.5. Implementation Date and will stand for re-election at the general meeting of the Merged Group to be held on Friday, 18 July 2008, at which all Merged Group shareholders will be entitled to vote (including former Zinifex Shareholders).

24. Who will be CEO Zinifex’s current CEO and Managing Director, Andrew A profile is of the Merged Group? Michelmore, will be the CEO and Managing Director of included in the Merged Group. section 8.5.

25. Will the current CEO Oxiana’s current CEO, Owen Hegarty, will become a Director profiles of Oxiana have a position Director of the Merged Group and Chairman of the are included in with the Merged Group? Integration Committee of the Merged Group Board. section 8.5.

Employees

26. Do you expect any From an operational perspective, given the separate See section 8.4 redundancies as a result nature of the Merged Group’s operations, there is minimal for further details of the Merger? operational overlap and so minimal scope for redundancies. in relation to the From a corporate head office perspective, given the growth Merged Group’s plans of the Merged Group, there is minimal overlap intentions in between the senior management teams. Hence, neither relation to Zinifex’s Zinifex nor Oxiana envisages any significant reduction in current businesses the number of employees as a result of the combination and employees. under the Merger.

26 Frequently asked questions Question Answer More details

Dividends

27. What will the The dividend policy of the Merged Group is to be dividend policy of the determined having regard to the fact that with a larger Merged Group be moving scale and stronger balance sheet, the Merged Group will forward? be in better position to pursue global growth opportunities. As such, the Merged Group will have a broader array of investment opportunities than that available to either Zinifex or Oxiana on a stand alone basis. To the extent that the Merged Group generates surplus cash in excess of its operational and investment requirements, any excess funds will be considered for return to shareholders, dividends being one way of doing so.

Strategy/Future

28. What is the strategy See sections 1 and 8.3 for further details in relation to for the Merged Group? the Merged Group’s intentions in relation to its strategy and business operations.

29. Will the Merged Group Geography will not be a constraining factor as the Merged continue its focus on Group seeks value enhancing growth opportunities. Australia / Asia or grow globally?

30. What is the impact The Merged Group will have a strong financial position See section of the Merger on existing and cash flow profile immediately after the implementation 8.2(b) for further development projects? of the Merger, and a complementary project development information. Are there any prospects of pipeline. No particular developments have currently been accelerated development earmarked for accelerated development. The Merged projects? Group’s Board and management team will assess relevant opportunities and prioritise options that maximise value for shareholders.

31. How does the Merged The Merged Group will have a strong balance sheet. See section Group intend to use the Further, the Merged Group will generate significant 8.4 for further net cash balance? operating cash flow. As a result, the Merged Group will be information well-positioned to pursue growth opportunities, accelerate regarding the growth expansion plans and development projects, and intentions for the participate in industry consolidation opportunities. Merged Group. Specific uses for the combined net cash balance have not been determined but a number of options will be assessed and reviewed in further detail.

27 5. Overview of the Merger and the Scheme

28 5.1 Background On 3 March 2008, Zinifex and Oxiana announced that they had entered into a Merger Implementation Agreement to effect a ‘merger of equals’, to create a new major diversified base and precious metals mining company with global capability. Specifically, it was proposed that all of the shares in Zinifex be transferred to Oxiana by way of a scheme of arrangement (referred to in this document as the Scheme), in consideration for the issue of New Shares by Oxiana to Zinifex Shareholders. Consistent with the ‘merger of equals’ principle, on which the Merger is based, if the Scheme is approved, Oxiana proposes to seek the approval of shareholders (which will include former Zinifex Shareholders) to change its name and the former Zinifex Directors will join the Oxiana Directors on the Board of the Merged Group. The Merged Group will remain headquartered in Melbourne, Australia. If the Scheme proceeds, Zinifex will be delisted from the ASX and become a wholly-owned subsidiary of the Merged Group, and the former Zinifex Shareholders will hold approximately 50% of the shares in the Merged Group then on issue. The Scheme Consideration is described in section 5.2. This document contains important information that the Zinifex Board believes Zinifex Shareholders should consider in deciding how to vote in relation to the Scheme.

5.2 Scheme Consideration Under the terms of the Scheme, Scheme Shareholders (other than Ineligible Foreign Zinifex Shareholders1) will receive 3.1931 New Shares as Scheme Consideration for each Zinifex Share held at the Scheme Record Date. Section 15.13 provides details of the rights and liabilities attaching to the New Shares. The Scheme Record Date is currently expected to be 7:00pm (Melbourne time) on Thursday, 26 June 2008. Shareholders with registered addresses outside Australia, New Zealand, the United Kingdom and the United States of America should refer to section 5.16 for further details about the consideration they will receive. The Scheme Consideration formula was developed during the negotiations between Zinifex and Oxiana and agreed in the Merger Implementation Agreement.

5.3 Unanimous recommendation of Zinifex Directors and reasons why you should vote in favour of the Scheme The Zinifex Directors unanimously recommend that, in the absence of a Superior Proposal, Zinifex Shareholders vote in favour of the Scheme at the Scheme Meeting for the reasons set out in section 2. The Zinifex Directors believe that the reasons for Zinifex Shareholders to vote in favour of the Scheme outweigh the potential disadvantages and reasons to vote against the Scheme.

1 ineligible Foreign Zinifex Shareholders will receive the proceeds of sale of the New Shares attributable to them instead of those shares. See section 5.16 for further details.

29 In particular, the Zinifex Directors believe that the Merger terms whereby Zinifex Shareholders will hold approximately 50% of the Merged Group produces a fair and equitable outcome consistent with recent market valuations of Oxiana and Zinifex. The Independent Expert has subsequently reported that the Merger terms are fair to Zinifex Shareholders and concluded that the Merger is in the best interests of Zinifex Shareholders. Each Zinifex Director who holds Zinifex Shares, or on whose behalf Zinifex Shares are held at the time of the Scheme Meeting, intends to vote in favour of the Scheme, in the absence of a Superior Proposal. In making their recommendation and determining how to vote on the Scheme, the Zinifex Directors have considered the advantages and disadvantages of the Scheme and in particular, the following: a) the reasons for Zinifex Shareholders to vote in favour of the Scheme, as set out in section 2; b) the potential disadvantages and risks of the Scheme, as set out in section 3; c) the risks associated with Zinifex, Oxiana and the Merged Group’s businesses, as set out in section 9; and d) the report of the Independent Expert, a summary of which is set out in section 12 and a complete copy of which is set out in the Scheme Booklet Supplement (which may be obtained as outlined in section 5.19). The Zinifex Directors have also considered other alternatives to the Scheme, as set out in section 5.4. In considering whether to vote in favour of the Scheme, the Zinifex Directors encourage you to: — read this document in its entirety and, if you require a copy of the complete Independent Expert’s Report or the technical expert’s report referred to in that report, also read the Scheme Booklet Supplement; — have regard to your individual risk profile, portfolio strategy, tax position and financial circumstances; and — obtain financial advice from your broker or financial adviser on the Scheme and obtain taxation advice on the effect of the Scheme becoming Effective. The interests of Zinifex Directors are disclosed in sections 15.5 and 15.6 of this document. Zinifex Shareholders should seek professional advice on their particular circumstances, as appropriate.

5.4 Other alternatives considered Before deciding to recommend the Merger, the Zinifex Board conducted an extensive ownership review process and considered a range of alternatives. The major alternatives the Zinifex Board considered were: — A purely internal growth strategy where growth would be solely generated from existing development projects and exploration successes, with surplus capital returned to shareholders. — An active acquisition and development program in line with the published strategy to build a mid-tier diversified base metals mining company. These alternatives were evaluated by the Zinifex Board against its ability to maximise shareholder value, to address the challenges facing Zinifex and the certainty of outcome and implementation time frame. The Board considered that the Merger offered the best outcome available for shareholders, as it offered the greatest certainty of outcome and provided the Merged Group, of which the Zinifex Shareholders will own approximately 50%, with a stronger platform to pursue future growth options. No other proposal for Zinifex has emerged as at the date of this document.

5.5 Potential disadvantages and risks of the Scheme The Scheme has a number of potential disadvantages and risks that Zinifex Shareholders must consider in deciding whether or not to vote in favour of the Scheme. While the Zinifex Directors are of the opinion that the Scheme’s advantages outweigh these potential disadvantages and risks and that the Scheme is in the best interests of Zinifex Shareholders in the absence of a Superior Proposal, Zinifex Shareholders should consider their individual circumstances and make their own determination. Please refer to section 3 of this document for a summary of the potential disadvantages and risks associated with the Scheme, and section 9 for a more detailed discussion of the risks relating to Zinifex, Oxiana and the Merged Group.

30 Overview of the Merger and the Scheme 5.6 Independent Expert’s conclusions Zinifex commissioned the Independent Expert, Grant Samuel, to prepare a report on the Scheme to ascertain whether the transaction contemplated by the Scheme is in the best interests of Zinifex Shareholders. The Independent Expert has concluded that the Merger is in the best interests of Zinifex Shareholders. A summary of the Independent Expert’s Report is set out in section 12. A copy of the complete Independent Expert’s Report is contained in the Scheme Booklet Supplement. A copy of the Scheme Booklet Supplement may be obtained by calling the Zinifex Shareholder Information Line on 1300 659 062 (within Australia, toll free) or +61 2 8986 9350 (outside Australia), or from Zinifex’s website at www.zinifex.com.

5.7 Zinifex LTIOs As part of its remuneration strategy for executives and employees, Zinifex operates an Executive Share Plan, under which senior executives are allotted rights, called Long Term Incentive Opportunities, to acquire Zinifex Shares for no consideration upon specified performance tests or conditions being satisfied. Information regarding the implications of the Scheme for the participants in the plan or holders of Zinifex LTIOs is set out in section 15.15.

5.8 Conditions of the Scheme, termination rights and other arrangements under the Merger Implementation Agreement The Scheme is subject to a number of conditions precedent, which are largely based on the conditions precedent in the Merger Implementation Agreement. See sections 14.3 and 15.17 for information regarding these conditions. Each of Zinifex and Oxiana has termination rights under the Merger Implementation Agreement in certain circumstances. If a termination right is exercised, the Scheme will not proceed. See section 14.7 for information regarding these termination rights. Zinifex and Oxiana each have other rights and obligations in connection with the Scheme under the Merger Implementation Agreement, including with respect to break fees, exclusivity arrangements, ‘standstill’ arrangements and various other matters. The key terms of the Merger Implementation Agreement are summarised in section 14, and a full copy of the Merger Implementation Agreement may be obtained by calling the Zinifex Shareholder Information Line on 1300 659 062 (within Australia, toll free) or +61 2 8986 9350 (outside Australia), or from the Zinifex website (www.zinifex.com).

5.9 Deemed warranties Zinifex Shareholders’ attention is drawn to the warranties that Scheme Shareholders will be deemed to have given, if the Scheme takes effect, in clause 8.5 of the Scheme (see Annexure A of this document).

5.10 Tax consequences of the Scheme for Australian resident Zinifex Shareholders A general guide to the Australian tax consequences of the Scheme for certain Zinifex Shareholders is set out in section 10. This guide is expressed in general terms and is not intended to provide taxation advice in respect of the particular circumstances of any shareholder. Zinifex Shareholders should seek their own taxation advice.

31 5.11 If the Scheme does not proceed If the Scheme does not proceed, Zinifex Shareholders will continue to hold Zinifex Shares and will continue to be exposed to the risks relating to Zinifex and its businesses and an investment in Zinifex Shares (including those described in section 9.4). These include the risk of changes in the market price of Zinifex Shares. Depending on the reasons why the Scheme does not proceed, Zinifex may be liable to pay a Liquidated Amount of $55 million to Oxiana, or Oxiana may be liable to pay the Liquidated Amount to Zinifex. Further information in relation to the Liquidated Amount is set out in section 14.5. If the Scheme does not proceed, and no Superior Proposal is received, the Zinifex Directors will continue to implement the acquisition and development strategy as previously announced with the objective of building a new mid-tier diversified base metals mining company, based in Australia but with a global focus. The Zinifex Directors believe that the Scheme is likely to deliver benefits to Zinifex Shareholders greater than the alternatives which have been considered.

5.12 Scheme approval The Scheme will only become Effective if it is: — agreed to by Zinifex Shareholders at the Scheme Meeting to be held on Monday, 16 June 2008 at The Function Centre, Melbourne & Olympic Parks, Batman Avenue, Melbourne, Victoria, commencing at 2pm (Melbourne time); and — approved by the Court on the Second Court Date (expected to be Friday, 20 June 2008). Agreement by Zinifex Shareholders requires the applicable shareholder resolution to be passed at the Scheme Meeting by: — unless the Court orders otherwise, a majority in number (more than 50%) of Zinifex Shareholders present and voting at the Scheme Meeting (either in person or by proxy); and — at least 75% of the total number of votes cast on the resolution at the Scheme Meeting by Zinifex Shareholders entitled to vote on the resolution.

5.13 Entitlement to vote All Zinifex Shareholders who are registered on the Zinifex Register at 2pm (Melbourne time) on Saturday, 14 June 2008 are entitled to vote at the Scheme Meeting. Further details on how to vote are provided in the section entitled ‘Meeting details and how to vote’ on page 7 and in the Notice of Meeting included as Annexure C of this document.

5.14 Provision of Scheme Consideration New Shares to be issued as Scheme Consideration to Scheme Shareholders (other than Ineligible Foreign Zinifex Shareholders) under the Scheme will also be issued on the Implementation Date. New Shares are currently expected to trade on a deferred settlement basis at the commencement of trading on Monday, 23 June 2008. It is the responsibility of each New Shareholder to confirm their holding before trading in New Shares. New Shareholders who sell New Shares before they receive their holding statement or confirm their uncertificated holdings of New Shares do so at their own risk. Holding statements detailing your holding of New Shares are expected to be despatched to you by 4 July 2008. Trading on the ASX of New Shares on a normal settlement basis is expected to commence by 7 July 2008. Ineligible Foreign Zinifex Shareholders will receive the cash proceeds of sale of the New Shares attributable to them as Scheme Consideration instead of the shares. Refer to section 5.16 for further information.

32 Overview of the Merger and the Scheme 5.15 Dividends The New Shares issued as Scheme Consideration will rank equally with all other Merged Group Shares from the date of issue. This means that they will carry an entitlement to receive any dividends declared by the Merged Group after the Implementation Date. The New Shares will not carry any rights to receive any dividends declared by Oxiana before the Implementation Date.

5.16 Treatment of non-Australian shareholders and Nominee sale process A Scheme Shareholder whose address shown in the Zinifex Share Registry is a place in Australia and its external territories, New Zealand, the United Kingdom or the United States of America will be an “Eligible Scheme Shareholder” for the purposes of the Scheme. If the Scheme becomes Effective, those Eligible Scheme Shareholders will be issued with New Shares under the Scheme. A Scheme Shareholder whose address shown in the Zinifex Share Registry is a place outside of those jurisdictions will be an “Ineligible Foreign Zinifex Shareholder” for the purposes of the Scheme, unless Oxiana and Zinifex are each satisfied, acting reasonably, that it is lawful: — under any one or more relevant jurisdiction(s), and not unduly onerous to issue an Ineligible Foreign Zinifex Shareholder with New Shares when the Scheme becomes Effective; and — under any one or more relevant jurisdiction(s), for that Ineligible Foreign Zinifex Shareholder to participate in the Scheme. Ineligible Foreign Zinifex Shareholders will not be issued with New Shares under the Scheme. Instead, the New Shares that would otherwise have been issued to them under the Scheme will be issued to the Nominee, who will, no more than 15 Business Days after the Implementation Date: — sell those New Shares on the ASX in such manner and at such price as the Nominee determines in good faith; and — remit those proceeds to the Merged Group, net of any brokerage, stamp duty or other applicable selling costs. The Merged Group will in turn pay in A$ the relevant portion of those net proceeds to the Ineligible Foreign Zinifex Shareholders. Zinifex, Oxiana and the Nominee give no assurances as to the price that will be achieved for the sale of New Shares as described above. The proceeds that Ineligible Foreign Zinifex Shareholders receive may be more or less than the current market value of Oxiana Shares as at the date of this document. Full details of this process are contained in clause 5.6 of the Scheme (which is set out as Annexure A to this document). As at the date of this document, Zinifex and Oxiana expect that all Zinifex Shareholders whose addresses on the Zinifex Share Register at the Scheme Record Date are in jurisdictions outside Australia and its external territories, New Zealand, the United Kingdom and the United States of America will be Ineligible Foreign Zinifex Shareholders.

5.17 Existing shareholder instructions to Zinifex Except for a Zinifex Shareholder’s tax file number, all binding instructions or notifications between a Zinifex Shareholder and Zinifex relating to Zinifex Shares or a Zinifex Shareholder’s status as a Zinifex Shareholder (including, without limitation, any instructions relating to communications from Zinifex, whether dividends are to be paid by cheque or into a specific bank account, and direct credit instructions and bank account details) will, to the extent permitted by law, from the Scheme Record Date be deemed to be new binding instructions or notifications to, and accepted by, the Merged Group in respect of New Shares.

33 5.18 Effects of rounding and warning against share splitting All entitlements to New Shares will be rounded up or down to the nearest whole number of New Shares in order to avoid fractions of New Shares. If either Zinifex or Oxiana reasonably believes that a Scheme Shareholder has been a party to the splitting or division of a shareholding in an attempt to obtain an advantage by reference to the rounding provided for in the calculation of each Scheme Shareholder’s entitlement to the Scheme Consideration, then Zinifex and Oxiana reserve the right to round the entitlement of such holdings so as to provide only the number of New Shares that would have been received but for the splitting or division.

5.19 Scheme Booklet Supplement and Merger Implementation Agreement The Scheme Booklet Supplement contains a copy of the complete Independent Expert’s Report, including the technical expert’s report of AMC Consultants Pty Ltd referred to in the Independent Expert’s Report. Copies of the Scheme Booklet Supplement and the Merger Implementation Agreement may be obtained by calling the Zinifex Shareholder Information Line on 1300 659 062 (within Australia, toll free) or +61 2 8986 9350 (outside Australia), or from Zinifex’s website at www.zinifex.com.

5.20 Obtaining further information Answers to various frequently asked questions in relation to the Scheme are set out in section 4 of this document. For further information, including to request a copy of the Scheme Booklet Supplement, you can call the Zinifex Shareholder Information Line on 1300 659 062 (within Australia, toll free) or +61 2 8986 9350 (outside Australia). If you are in any doubt about anything in this document, contact your financial, legal, taxation or other professional adviser.

34 Overview of the Merger and the Scheme 6. Profile of Zinifex

35 6.1 Introduction Zinifex is a mining, exploration and development company focusing on base metals projects in Australia and other international locations. Zinifex owns and operates the Century mine, located in Queensland, Australia, and the Rosebery mine, located in Tasmania, Australia. As at 8 May 2008, Zinifex owned approximately 97% of Allegiance Mining NL (Allegiance), which is listed on the ASX. Allegiance is developing the Avebury nickel mine in Tasmania. Zinifex is currently conducting a full feasibility study into the development of its Dugald River deposit in Queensland and a pre-feasibility study into the development of its Izok Lake deposit in northern Canada. Zinifex is actively exploring in areas renowned for their polymetallic deposits through wholly-owned subsidiaries, alliances and joint ventures in Australia, Canada, China, Mexico, Sweden, Tunisia and other parts of the Americas, Europe and Africa.

6.2 Background and history Since its initial public offering in April 2004, Zinifex has evolved from an integrated zinc and lead metal producer to a diversified mining company with a primary focus on base metals including zinc, lead, copper and nickel. This evolution is the result of the following significant events that have occurred over the past four years of Zinifex’s history: — in April 2004, Zinifex was successfully listed on the ASX with a market capitalisation of $960 million, simultaneously acquiring certain mining and smelting assets from Pasminco Limited. Over the following period to December 2007, Zinifex has generated total net profit after tax of $4.0 billion, returning $1.2 billion to shareholders in the form of dividends and an on-market share buy-back program. Having listed at an issue share price of $1.95, Zinifex’s share price reached a high of $21.60 on 9 July 2007 and was trading at $11.13 on 29 February 2008, immediately preceding the announcement of the Merger. — in March 2007, Zinifex made a successful takeover bid for Wolfden, a Canadian exploration and development business with projects in Nunavut Territory and Northwest Territories. These projects included the High Lake and Izok Lake zinc‑copper deposits, which added to Zinifex’s long-term project pipeline. — in April 2007, Zinifex reached agreement with Umicore SA/NV, a Belgian materials technology company, to demerge the companies’ respective zinc smelting and alloying operations and merge them into a new company. This merger was completed on 31 August 2007, creating Nyrstar SA/NV. On 29 October 2007, Nyrstar was listed on the Euronext Stock Exchange in Brussels, with all but approximately 13% of the interests held by Umicore and Zinifex sold to investors. Zinifex realised approximately $1.8 billion from this sale of its smelting assets and retains an approximate 7.8% shareholding in Nyrstar. — in December 2007, Zinifex announced a takeover bid for Allegiance, an Australian nickel company, which owns the Avebury nickel mine located in Tasmania, Australia. Following the Allegiance Board of directors’ recommendation of Zinifex’s takeover offer on 25 February 2008, Zinifex has achieved majority ownership in Allegiance, which will see Zinifex expand its base metals portfolio to incorporate nickel in addition to zinc, lead and copper. The takeover offer remains open to other shareholders and Zinifex is aiming to achieve 100% ownership of Allegiance in due course.

36 Profile of Zinifex 6.3 Zinifex’s principal activities a) Group structure A simplified Zinifex group structure is shown below.

ZINIFEX LIMITED

100% Zinifex 100% Zinifex Subsidiaries holding various Century Limited Australia Limited exploration interests

97%1

Century mine Rosebery mine Avebury mine

1. Interest held in Allegiance, which holds the Avebury Mine, as at 8 May 2008

b) Operations and projects overview Zinifex’s production results for the year ended 31 December 2007 by mine and commodity are outlined in the table below. Further information on the recent historical performance of Zinifex’s operations is provided in the detailed sections that follow for each operation.

Operations Production Century a. Zinc 525 kt b. Lead 48 kt c. Silver 3,868 koz Rosebery d. Zinc 84 kt e. Lead 22 kt f. Copper 2 kt g. Gold 28 koz h. Silver 3,033 koz

Zinifex’s Resources and Reserves as at 31 March 2007 are summarised in the tables below. A full statement of those Resources and Reserves as at 31 March 2007 is set out in Annexure D.

37 Total Zinifex resources 31 March 2007 (contained metal)1

Zinc (Mt) Lead (Mt) Copper (Mt) Gold (Moz) Silver (Moz)

Century 6.8 0.8 58.7 Rosebery 1.6 0.5 0.05 0.8 55.4 Dugald River 5.8 1.0 67.8 Izok Lake2 1.9 0.2 0.4 33.8 High Lake2 0.6 0.1 0.4 0.6 38.9 Ulu2 0.4 Total resources 16.6 2.5 0.8 1.7 254.6

Total Zinifex reserves 31 March 2007 (contained metal)1

Zinc (Mt) Lead (Mt) Copper (Mt) Gold (Moz) Silver (Moz)

Century 5.2 0.5 37.1 Rosebery 0.5 0.1 0.02 0.2 14.1 Total reserves 5.6 0.6 0.02 0.2 51.3

Note: 1. Figures are rounded according to JORC Code guidelines. JORC Code resources are inclusive of reserves. 2. Acquistion of Wolfden Resources completed in June 2007

Avebury Resource and Reserves as at Resources Reserves 31 December 2007 Contained Nickel Tonnes Contained Nickel Tonnes Total 172,000 56,100 Note: includes inferred, indicated Note: includes proved and and measured with minimum probable with minimum cut-off grade of 0.4% Ni cut-off grade of 0.7% Ni

Note: Figures in this table are presented on a 100% basis. Certain of the relevant assets are not 100% owned. For ownership details see sections 6. Source: Zinifex

Zinifex also has an extensive portfolio of tenements, which spans across Australia, Canada, China, Mexico, Sweden and Tunisia. In the 2008 financial year to date, Zinifex has completed a total of approximately 43,545 metres of drilling in Australia, Canada and Tunisia. Zinifex’s exploration budget for the year ending 30 June 2008 is $53 million, of which $29 million was spent during the first half of the financial year.

38 Profile of Zinifex (i) Century mine The Century mine is an open cut zinc and lead mine and is the second largest zinc producing mine in the world. It is located in northwest Queensland in Australia, approximately 250 kilometres north-northwest of Mount Isa, with associated mill and infrastructure at the mine site, and concentrate handling and ship loading facilities located at Karumba in Queensland on the Gulf of Carpentaria. Century produces approximately 500,000 tonnes of zinc in zinc concentrates and over 40,000 tonnes of lead in lead concentrates annually. Historical production statistics for Century are summarised in the table below.

12 months to 12 months to 12 months to Century Units 31 December 2005 31 December 2006 31 December 2007 Ore milled t 5,195,729 5,405,062 5,685,802 Zinc grade % 12.09 11.76 11.66 Lead grade % 2.04 1.61 1.33 Silver grade g/t 59 55 30 Zinc recovery % 79.6 78.3 79.3 Lead recovery % 69.0 65.7 64.2 Silver recovery % 71.5 70.6 72.3 Zinc produced t 500,274 497,408 525,332 Lead produced t 72,992 57,018 48,463 Silver produced oz 6,790,889 6,581,607 3,868,601

The Century mine has a significant reserve base, last stated as 46.2 million tonnes grading 11.2% zinc, 1.1% lead and 25 grams per tonne of silver at 31 March 2007. The ore reserve is not significantly sensitive to changes in the zinc price as its primary limitation is with respect to the geology of the deposit. At the current rate of mining of approximately 5 million tonnes per annum, proved and probable reserves at Century will last until 2015. A review of the mine plan in 2006 indicated a significant risk of failure of the western pit wall. To address this risk, Zinifex decided to accelerate the removal of overburden up to the ultimate western wall of the pit. The result has been, and will be, a substantial increase in the stripping ratio and waste ore movements for the 2007-2009 financial years. Thereafter, waste movements will fall significantly in the 2010 financial year and again in the 2011 financial year, with further smaller reductions through to the end of the mine life, expected to be in 2015. This reduction in waste stripping requirements in the latter years of the mine’s operation can be expected to significantly reduce cash operating costs. Century Exploration A number of relatively small prospects have been identified on the current mining lease including Silver King, Silver Hills, and North-east Limestone where further exploration work is being undertaken with a view to increasing the ore reserves available for processing at Century. Recent exploration success at Silver King is encouraging and work is continuing to determine the full extent of the Silver King deposit and to assess mining economics. Whilst Silver King and the other prospects are relatively small, if further exploration work is successful, the existence of the Century mine and mill infrastructure could result in these prospects marginally increasing mining inventories at Century. Additionally, Zinifex holds, or controls, extensive exploration tenements covering 4,600 square kilometres of ground adjacent to Century where the prospective benefit of making new discoveries within an economic distance of the present Century mill and infrastructure is greatest. Multiple prospects have been identified, and are being tested through on-the-ground exploration activities amounting to expenditure of approximately $4 million annually. Exploration successes to date have involved high-grade veins; further exploration activities are also focusing on large-tonnage, ‘sedimentary exhalative’ style mineralisation similar to Century.

39 (ii) Rosebery mine The Rosebery mine is an underground zinc and lead mine located at the town of Rosebery on the west coast of Tasmania in Australia. The mine produces more than 80,000 tonnes of zinc in zinc concentrate and 20,000 tonnes of lead in lead concentrate per year along with smaller amounts of copper concentrate and gold dore. Historical production statistics for Rosebery are summarised in the table below.

12 months to 12 months to 12 months to Rosebery Units 31 December 2005 31 December 2006 31 December 2007

Ore milled t 709,131 641,261 726,118

Zinc grade % 13.28 14.31 12.37

Lead grade % 4.36 4.69 3.83

Copper grade % 0.37 0.36 0.38

Gold grade g/t 1.84 2.26 1.67

Silver grade g/t 130.85 153.38 156.01

Zinc recovery % 89.9 89.7 89.7 to Zn concentrate

Lead recovery % 81.3 81.2 77.8 to Pb concentrate

Copper recovery1 % 65.0 60.2 60.2

Gold recovery2 % 79.3 80.9 71.6

Silver recovery3 % 90.3 88.9 83.3

Zinc metal in t 84,656 82,322 80,583 Zinc concentrate

Zinc metal in Lead t 4,176 4,518 3,638 concentrate

Lead produced4 t 25,136 24,445 21,623

Copper produced5 t 1,720 1,388 1,677

Gold produced6 oz 33,174 37,653 27,893

Silver produced7 oz 2,693,514 2,811,873 3,033,431

1 Copper recovery to copper concentrate 2 Gold recovery to copper concentrate, lead concentrate & dore 3 Silver recovery to lead, zinc & copper concentrate & dore 4 Lead metal in lead concentrate 5 Copper metal in copper concentrate 6 Gold in copper concentrate, lead concentrate & dore 7 Silver in lead, zinc & copper concentrate & dore

Rosebery’s ore reserves as at 31 March 2007 was 3.8 million tonnes grading 11.9% zinc, 3.2% lead, 0.4% copper, 115 grams per tonne of silver and 1.7 grams per tonne of gold. Rosebery’s mineral resource, also as at 31 March 2007, stood at 11.7 million tonnes at 13.0% zinc, 3.8% lead, 0.4% copper, 138 grams per tonne of silver and 1.9 grams per tonne of gold. This resource represents an increase of approximately 65% in tonnes, after depletion, with respect to the previous year, reflecting the successful exploration program initiated in 2006/2007 (July 2006).

40 Profile of Zinifex Historic resource and reserve information for Rosebery is contained in the diagram below. Rosebery historical Resources and Reserves (1981 to 2007)

Tonnes (millions) Total Resources Total Reserves 12

0 1981 1983 1985 1987 1989 1991 1993 1995 1997 1999 2001 2003 2005 2007

Source: Zinifex

Rosebery Exploration The second year of Project Horizon, a $19 million program intended to locate additional lenses of the ore body on the current mining lease, is underway. In 2005/06 Rosebery added some 1.9 million tonnes (before mining depletion) to its mineral resource through additional drilling and the first year of the Project Horizon program in 2006/07 added a further 5.3 million tonnes (before mining depletion) to Rosebery’s mineral resource. The objective of Project Horizon is to extend the Rosebery mine life to beyond 2018: the achievement of this objective is dependent upon the addition of significant further resources and the ability of Zinifex to convert resources to reserves. Project Horizon drilling during 2007/08 has resulted in increases in the Rosebery mine resource envelope since the 2007 Resources & Reserves Statement, as illustrated in the the long section of the Rosebery mine, depicted in the diagram below. The resource remains open at depth and to the north and south of the present lens being mined. In addition to the in-mine exploration, Zinifex is investing approximately $3 million annually in near-mine and regional exploration on the west coast of Tasmania. As at Century, the discovery of nearby ore bodies in the productive Mt. Read Volcanic Belt would create an opportunity to leverage off existing mine and mill infrastructure. Multiple prospects are presently being tested by drilling as part of Zinifex’s renewed exploration effort which began in 2006/07.

Project Horizon Current and Expected Drilling Intersections March 2008 Project Horizon Current and Expected Drilling Intersections March 2008

Open Pit Ore Reserve Stopes to Sur 8 Level face be Mined in 2007/2008 8 Level Northern Southern #2 Shaft Mined out or inaccessible NUC Leg 1 Upcast #1Shaft Upcast (some remnants and pillars) 12 Level 12 Level B Lens 13 Level 13 Level 3000m RL 14 Level Mineralisation Outline 14-15F 15 Level 15 Level Known Subeconomic 16 Level Mineralisation Outline 17 Level 17 Level 19 Level 18 Level Potential Upgrades to FY 07/08 JED

NUC Leg 2 27P B Nth J Blob NED J Lens T Lens 2500m RL 22-24B N&S V Lens NED Face SED Y Lens Mar 2007 P Final position 32-35V8 RS Lens 42-44K W Decline 44-47P

K Lens PK W Lens Lens 2000m RL 0 250 500 0mN 500mN 1000mN 1500mN -500mN 2500mN 2000mN -1000mN

41 (iii) Dugald River The Dugald River deposit is one of the world’s largest undeveloped zinc resources. Located in north-west Queensland, some 65 kilometres north-west of Cloncurry and 85 kilometres north-east of Mount Isa, the deposit is close to power, water and transport infrastructure. Dugald River has a JORC Code compliant resource of 47.9 million tonnes of ore grading 12.1% zinc, 2.1% lead and 44 grams per tonne of silver. The recently completed pre-feasibility study of the Dugald River project determined that the development of a mine and milling operation producing approximately 200,000 tonnes per annum of zinc in zinc concentrates and 25,000 tonnes per annum of lead in lead concentrates is economically viable. Zinifex has also identified the potential for further upside at Dugald River through copper production. A feasibility study has commenced and is expected to be completed in the second half of 2008 at a cost of approximately $25 million. The pre-feasibility cost estimate completed in December 2006 was less than $500 million to construct the mine and its associated infrastructure. That investment cost would correspond to $130 capital expenditure per tonne of contained metal production. Key project parameters which are being assessed in the feasibility study are summarised in the table below.

Mining method Mechanised underground Milling rate 2.0Mtpa Process Conventional crushing, grinding and flotation Product Zinc, lead and silver in concentrate Resources 5.8Mt zinc, 1.0Mt lead, 67.8Moz silver Mine life* 15+ years

* A mine life of the length shown is being assessed in the feasibility study. Zinifex Shareholders should not take this as an indication that the feasibility study will show that a mine life of that length or any length is economically viable.

Dugald Exploration Based on the additional copper, zinc and lead mineralisation recognised during the pre-feasibility study, an exploration and drill program was initiated during this financial year. Results are pending. Clearly, positive drill results will have a favourable impact on the feasibility study now underway. (iv) Nunavut, Canadian assets In June 2007, Zinifex completed acquisition of 100% of the issued capital of Wolfden, a Toronto Stock Exchange-listed base metals and minerals exploration and development company, for gross consideration (including acquisition costs) of approximately A$383 million. Through the acquisition, Zinifex acquired a range of assets in the Nunavut Territory of Canada. These include the Izok Lake, High Lake, Gondor and Hood base metal deposits, the Ulu gold deposit, the closed Lupin gold mine and an extensive area of exploration tenements. Based on current estimates, Izok Lake ranks among the largest undeveloped zinc deposits in the world, with 14.8 million tonnes of resources, grading 12.8% zinc and 2.6% copper. The High Lake deposit, based on current estimates, has a resource of 17.3 million tonnes, grading 3.3% zinc and 2.2% copper. Both Nunavut deposit resource estimates comprise indicated and inferred resources, and are compliant with the Canadian reporting standard NI43-101 and the JORC Code. The Gondor and Hood deposits are located in the likely economic envelope of an Izok mill and represent possible additional ore sources for Izok based mining and processing infrastructure. In the 2007/08 year, Zinifex is expected to spend C$34 million on exploration activities and development programs in Nunavut and Northwest Territories. In 2007, the exploration work included a significantI zok regional geophysical survey that identified in excess of fifty sulphide and kimberlite targets for subsequent field evaluation. Similar expenditure is planned in 2008/09.

42 Profile of Zinifex The location of Zinifex’s Nunavut assets and their proximity to regional infrastructure is depicted in the map below. Only the named assets in the map below belong to Zinifex.

Legend Diamond Mines Proposed Deep Water Port High Lake Producing Mines Massive Sulphide Deposits Advanced Gold Projects Existing Winter Road Ulu Proposed Roads

Hood Lupin

Gondor Izok Lake

Yellowknife North

A pre-feasibility study on the Izok Lake development is underway, and is expected to be completed by the end of 2008. Related infrastructure studies looking at port and road options and tailings disposal have been completed. Environmental studies will commence this year. c) Global exploration The Zinifex exploration program is working towards building a growth-positive portfolio, whereby the exploration discovery portfolio delivers sufficient new Resources to: — replace the Reserves that are being depleted by mining, and — grow the overall resource base. Zinifex is currently exploring in more than eight countries globally, and has entered into alliances and joint ventures with various parties. Zinifex’s greenfields exploration strategy is focused on finding high value polymetallic deposits (copper, zinc, nickel, lead plus precious metals) that have potential mine-life in excess of 10 years.

43 australia In Australia, Zinifex has active mine-district exploration programs around the Century and Rosebery mines, and the Dugald River Feasibility Project and is also undertaking regional exploration activities in Queensland, Tasmania, New South Wales and South Australia. For the two year period ended 30 June 2007, resource additions at Rosebery totalled 7.2 million tonnes, replacing over half of the 12.2 million tonnes of ore mined at Century and Rosebery. Zinifex is actively exploring for, and developing, deposits on exploration leases that it holds or in which it has a joint venture interest in three major areas of Australia. These are in north-west Queensland, Tasmania and South Australia. Queensland Queensland regional exploration is being undertaken in an area that is historically one of the richest and most prospective provinces in the world for base metals. The Mt Isa fairway extends from the Cannington mine in the south-east to the McArthur River mine in the north-west. Zinifex holds, or has an interest in, a range of exploration licences in the area and has alliances with a number of other explorers holding licences in the region. At the Century mine lease, exploration has located extensions to the Silver King deposit, one of a number of vein type lead-zinc-silver deposits near Century. Further exploration activities are also focusing on large-tonnage, ‘sedimentary exhalative’- style mineralisation similar to Century. Success in discovery of this latter deposit type is more difficult to achieve. The competitive advantage held by Zinifex in controlling a large tenement-package over favourable ground is an important ingredient in discovery success for this deposit-type. Tasmania Zinifex has significantly expanded its exploration and development program at its Rosebery zinc-lead-silver mine in Tasmania, as part of a three year project aimed at extending the Rosebery resource and mine life, and is carrying out a range of exploration activities in the region. As at Century, the discovery of nearby ore bodies in the productive Mt. Read Volcanic Belt would create an opportunity to leverage off existing mine and mill infrastructure. South Australia In South Australia, Zinifex holds an effective 76% share in the Menninnie Dam joint venture with partner, Terramin Australia (24%). This joint venture was formed to explore and assess the Menninnie Dam deposit located approximately 100 kilometres west-north-west of Whyalla. To date, over $8.5 million has been spent. Drilling during 2007 enabled the joint venture partners to define an inferred resource of 3.8 million tonnes grading 3.2% lead and 4.0% zinc in the Menninnie Central Zone. Zinifex has now assumed management of the joint venture, and will expand geophysical exploration and drilling to other targets within the favourable package of rocks. These targets have similar geophysical and geochemical signatures to Menninnie Central, and offer the potential to significantly increase the resource at the Menninnie project. Canada Zinifex holds 2,200 square kilometres in the Slave Province of Nunavut and Northwest Territories, Canada as exploration tenements and mining leases. This area is highly prospective, but has been under explored due to the challenges associated with its remote location, particularly in years of low metals prices. Immediately adjacent to Izok Lake, diamond drilling of the Inukshuk zone during 2007 confirmed the potential to increase resources in this area, and further possible extensions will be drilled during 2008. In addition to Zinifex’s current NI43-101-compliant resources at Izok and High Lakes, the region also hosts the Gondor and Hood deposits that are potential sources of ore for Izok Lake. Perhaps more importantly, the Hood and Gondor deposits, as well as deposits at Sand Lake and Cairo, serve to illustrate the outstanding endowment of base metal massive sulphide deposits in this region, all of which would benefit economically from infrastructure installed to support operations at Izok Lake. There is significant potential for the discovery of other base metal deposits in the region, along with gold deposits and diamond bearing kimberlites. During the 2007 field-season, a 22,000 line-kilometre aeromagnetic and electromagnetic survey was completed over the Izok and Gondor licences. Over 50 untested ‘conductors’ were identified, of which eight are possible kimberlite targets. Ground follow-up was initiated in 2007 and further ground follow-up and drilling will take place in 2008.

44 Profile of Zinifex China Zinifex is committed to spending US$1.5 million in an alliance with Asia Now Resources Corp (ANR) to investigate potential exploration projects throughout the People’s Republic of China. This alliance allows Zinifex to take advantage of ANR’s strong local expertise and operating capabilities during the early, higher-risk stages of exploration programs, and effectively opens up multiple opportunities to Zinifex for participation in the base metals industry in China. ANR is conducting advanced exploration activities with joint venture companies at the Beiya and Habo properties in Yunnan province, as well as the Great Wall Property in Hebei province. mexico Zinifex has joined forces with a local private company to explore the La Corazonada prospect, located approximately 10 kilometres south-east of the city of Cuautla in Morelos State. Zinifex will earn a 100% interest in the project for staged payments of US$1.4 million and work commitments of US$3 million. La Corazonada is in a southern extension of the central Mexican base and precious metal skarn belt which hosts such deposits as San Martin, Zacatecas. A 12 square kilometre hydrothermal system with a wide alteration halo is present. Surface zinc, lead and silver carbonate-hosted veins and extensive alteration crop out at surface. Significant garnet and scapolite skarn is found at the intrusive contact at surface, and the geological setting shows potential to host base metal skarn mineralisation at depth. sweden Zinifex’s presence in Sweden is through an alliance with Drake Resources. It includes 131 square kilometres of exploration concessions in the Bergslagen and Norrbotten districts. The Bergslagen district is host to the world class Zinkgruvan mine, and historic production at Falugruvan, among others. Under the terms of the alliance, Zinifex may earn at least 70% of each project in selected provinces where Zinifex and Drake Resources jointly undertake exploration. New projects are solely funded by Zinifex until the first decision point on Zinifex achieving 70% equity. tunisia A joint venture between Albidon Limited and Zinifex is active over the 4,992 square kilometres of the Nefza and Haffouz concessions in northern and central Tunisia. North Africa, and Tunisia in particular, are prospective for sedimentary-rock-hosted zinc and lead deposits similar to the world-class Reocin deposit in northern Spain, and the area hosts multiple examples of high-grade mineralisation. Zinifex shall contribute US$7.0m within 3 years from commencement to November 2009 to gain 51% earn in, plus a further US$5.0m to gain a total of 70% equity, within 5 years of the commencement date, ie, through to November 2011. Recent results from drilling at the end of 2007 at Nefza confirmed the prospectivity of the region for high-grade zinc deposits. The initial drilling program at the Bou Aouane prospect within the historic Khatkhadha mining district intersected 8.1 metres at 12.3% zinc while a second hole drilled 800 metres south east of this location intersected 21.4 metres at 2.4% zinc. The objective of this drilling program was to confirm the extent and grade of previously reported zinc mineralisation as well as provide reconnaissance drill coverage of an adjoining area. The results are very encouraging, and indicate that there is potential for high-grade mineralisation over significant widths in the region. A 4,000 metre diamond drilling program within the Nefza licence is planned for 2008 to test the Sidi Driss, Gantra, Bou Aouane and Haouria prospects, all of which are historical mining areas.

45 d) Allegiance takeover In December 2007, Zinifex announced a takeover offer for 100% of the issued ordinary shares of Allegiance. The offer was recommended by the Allegiance Board of Directors on 25 February 2008, with a revised offer price of $1.10 per share. As at 8 May 2008, Zinifex’s ownership of Allegiance was approximately 97%. Upon completion of the takeover Zinifex will be entitled to avail itself of compulsory acquisition provisions contained in the Corporations Act. It is Zinifex’s intention to use these provisions to acquire the Allegiance shares not owned by it at the conclusion of the takeover. Based on the current offer price (which has been declared final), the cost of acquiring 100% of the shares in Allegiance is approximately $878.3 million. The accounting for the acquisition of Allegiance is set out in section 6.6(b)(iv) below. On 1 April 2008, nominee directors of Zinifex were appointed to the Allegiance Board, and a new interim chief executive officer was also appointed. The description of Allegiance set out below is based upon public information and information that Zinifex has come into possession of since 1 April 2008. Allegiance owns the Avebury underground nickel mine, which is located in Tasmania, Australia, within close proximity to Zinifex’s Rosebery mine. The Avebury mine is expected to produce approximately 8,500 tonnes of nickel contained in high grade nickel concentrates annually, with the potential for near term production expansion of the asset from 0.9 to 1.5 million tonnes per annum (ore). Initial production is scheduled for the second quarter of 2008 for an initial mine life of nine years, with extension through exploration discoveries on its near-mine and regional tenements being likely. The Avebury mine is operational and over 90,000 tonnes of ore has already been stockpiled, and construction of the plant is scheduled for completion and nickel concentrate shipments expected to begin in the second half of 2008. Jinchuan Group Ltd has entered into an agreement to purchase 100% of Avebury’s nickel concentrate production. As at 31 December 2007, Avebury’s proved and probable Reserves stood at 5.84 million tonnes grading 0.96% nickel, included within mineral Resources of 18.2 million tonnes grading 0.95% nickel. Reserves and Resources are quoted at nickel cut-off grades of 0.7% and 0.4% respectively and are JORC Code compliant. Allegiance also has a 10% interest in the Nymagee Mine Joint Venture, with joint venture operator Triako Resources Limited (a wholly-owned subsidiary of CBH Resources Limited) and Ausmindex NL holding the remaining 80% and 10% interests respectively. Nymagee Copper Mine is located within the township of Nymagee, approximately 80 km southeast of Cobar, New South Wales. e) Selective acquisitions in the mining sector Consistent with its announced strategy of building a mid-tier diversified base metals mining company, Zinifex monitors opportunities for acquisitions that would progress that strategy. Whilst the current focus of Zinifex is the implementation of the merger with Oxiana, which will produce a step change towards achievement of Zinifex’s strategy, Zinifex continues to monitor opportunities that could still be progressed in the context of the merger with Oxiana. If any such opportunities are identified during the period prior to implementation of the merger with Oxiana, Zinifex would assess them and, potentially, pursue them in the ordinary manner, subject to any requirement to consult with, or seek consent from, Oxiana pursuant to the Merger Implementation Agreement.

6.4 Capital structure As at the date of this Scheme Booklet, the total securities of Zinifex on issue were as follows: (i) 486,911,284 ordinary shares; and (ii) 569,566 Zinifex LTIOs issued and outstanding in accordance with the terms of the Zinifex Executive Share Plan.

46 Profile of Zinifex 6.5 Risk factors relating to Zinifex Risk factors relating to Zinifex and its business are discussed in section 9.

6.6 Pro forma historical financial information a) Basis of presentation The following section sets out summaries of certain pro forma historical financial information about the consolidated Zinifex Group for years ended 31 December 2006 and 31 December 2007. This section 6.6 contains the following terms that are not defined in Zinifex’s Annual Reports: EBIT – earnings before interest and tax expenses. EBITDA – earnings before interest, tax, depreciation and amortisation expenses. b) Financial profile of Zinifex The Zinifex pro forma historical financial information comprises: — pro forma historical condensed income statements for the years ended 31 December 2006 and 2007; — pro forma historical statements of operating cash flows before financing activities and tax and after capital expenditure for the years ended 31 December 2006 and 2007; and — pro forma historical balance sheet as at 31 December 2007. Zinifex has given careful consideration as to whether a reasonable basis exists to produce reliable and meaningful forecast financial information. Zinifex Directors have concluded that forecast financial information would be misleading to provide, as a reasonable basis does not exist for providing forecasts that would be sufficiently meaningful and reliable as required by applicable law, policy and market practice. The financial performance of Zinifex in any period will be influenced by various factors that are outside the Zinifex Directors’ control and that cannot, at this time, be predicted with a high level of confidence. In particular, the financial performance of Zinifex will be materially affected by: — prevailing prices over a range of commodities, particularly zinc and lead, which are subject to material change from time to time; — prevailing exchange rates, especially the A$:US$ exchange rate, which are subject to material change from time to time; — the timing of a number of ongoing development and expansion projects and the level of production from those projects; — costs, in particular costs related to skilled employees and contractors, which are subject to material change given the highly competitive status of the market for technically skilled human resources within the mining industry at the present time; and — costs relating to mining supplies and equipment and energy costs. Zinifex does not have an established practice of issuing forecasts, either for financial or production performance, in keeping with the considerations above. Zinifex has provided an indicative range of forecast production for their existing operations in the past. In addition, where new developments are due to commence production in the near future, Zinifex has given an indication of likely production and timing. Accordingly, forecast production for the Avebury mine, which is expected to commence production in 2008, has been included.

47 (i) Zinifex pro forma historical financial information Basis of preparation The Zinifex pro forma historical financial information has been derived from Zinifex’s annual financial reports for the years ended 30 June 2006 and 2007, interim financial reports for the six months ended 31 December 2005, 2006 and 2007 and management information in respect of the six months ended 31 December 2005. The financial reports are available from Zinifex’s website (www.zinifex.com). The Zinifex financial reports for the years ended 30 June 2006 and 2007 have been audited in accordance with Australian Auditing Standards. The audit opinions issued to the members of Zinifex relating to those financial reports were unqualified. The Zinifex interim financial reports for the half-years ended 31 December 2005, 2006 and 2007 have been reviewed in accordance with Australian Auditing Standards applicable to review engagements. The review statements issued to the members of Zinifex relating to those interim financial reports were unqualified. The Zinifex pro forma historical financial information has been prepared in accordance with the recognition and measurement principles of Australian Accounting Standards (“AASBs”) and in accordance with Zinifex’s accounting policies, as set out in the annual financial report of Zinifex for the year ended 30 June 2007. The Zinifex pro forma historical financial information also complies with International Financial Reporting Standards (“IFRS”) and interpretations adopted by the International Accounting Standards Board. The Zinifex pro forma historical financial information has been presented in an abbreviated form insofar as it does not contain all the disclosures required by the AASBs applicable to annual financial reports usually provided in an annual report prepared in accordance with the Corporations Act. KPMG Transaction Services (Australia) Pty Ltd has reported on the Zinifex pro forma historical financial information, in an Investigating Accountant’s Report which has been included in section 11. Shareholders should note the comments made in relation to the scope and limitations of their report. Zinifex’s annual reporting period ends at 30 June, and its half-year reporting period at 31 December, each year. The pro forma historical financial information presented in this section 6.6 has been prepared on a consistent basis with the Oxiana 31 December year end. As a result, the results from continuing operations presented in this document for the year ended 31 December 2006 have been derived by aggregating the results for the 12 month period ended 30 June 2006 and the six month period ended 31 December 2006, and deducting the results for the six month period ended 31 December 2005. The results from continuing operations for the year ended 31 December 2007 have been derived by aggregating the results for the 12 month period ended 30 June 2007 and the six month period ended 31 December 2007, and deducting the results for the six month period ended 31 December 2006. The results from the continuing operations for the six month periods ended 31 December 2007 and 2006 are available from the 31 December 2007 interim financial report. The results from the continuing operations for the years ended 30 June 2007 and 2006 are available from the 30 June 2007 annual financial report. The results from continuing operations for the six month period ended 31 December 2005 are not publicly available, as the Zinifex 31 December 2005 interim financial report does not separate the results from the continuing operations from the discontinued operations. The discontinued operations relates to Zinifex’s former zinc refining and lead smelting operations as explained below.

48 Profile of Zinifex The Zinifex pro forma historical financial information has been adjusted to: — exclude Zinifex’s former zinc refining and lead smelting operations, which were separated from Zinifex and transferred to Nyrstar effective from 31 August 2007; — include assumed acquisition of Allegiance effective 31 December 2007 in the Zinifex pro forma historical balance sheet as set out in section 6.6(b)(iv) below. However, given the 31 December 2007 deemed acquisition date, the historical results of Allegiance and its statement of operating cash flow for the year ended 31 December 2007 have been excluded. The Allegiance net loss after tax for the year ended 31 December 2007 was $9.1 million, the exploration, evaluation and development expenditure was $104.2 million and capital expenditure was $0.6 million. The Allegiance financial information has been extracted from the Allegiance annual report for the year ended 31 December 2007 which is available at www.allegiance-mining.com.au; and — exclude significant non-recurring items. The pro forma historical statements of operating cash flows before financing activities and tax and after capital expenditure have been prepared to reflect net operating cash flows before financing activities and tax and after capital expenditure as Zinifex historically operated under different capital and debt structures and with a different tax profile to the structure utilised today. Net operating cash flows before financing activities and tax and after capital expenditure are based upon the assumption that EBITDA, after working capital and capital expenditure, represents a reasonable approximation to cash flows from operating activities. (ii) Zinifex pro forma historical condensed income statements Presented below are Zinifex’s pro forma historical condensed income statements for the years ended 31 December 2006 and 2007.

Table 1 Zinifex pro forma historical condensed income statements A$ million Year ended 31-Dec-06 Year ended 31-Dec-07 Revenue 2,002.1 1,575.4 Other income 8.0 4.3 Operating expenses (537.2) (633.9) Ebitda 1,472.9 945.8 Depreciation and amortisation (201.1) (256.1) Ebit 1,271.8 689.7 Net financing income 12.2 34.5 Income tax expense (128.9) (199.0) Net profit after tax from continuing operations 1,155.1 525.2

49 Pro forma adjustments — excludes the post-tax gain of $960.6 million on the sale of Zinifex’s former zinc refining and lead smelting operations in the year ended 31 December 2007 and results from those discontinued operations for the years ended 31 December 2006 and 2007. — excludes net profit after tax of $35.3 million for the year ended 31 December 2007 and $3.4 million for the year ended 31 December 2006 relating to the Zinifex Beltana Mine as the gain recognised is non-recurring. — excludes $75.8 million gain on sale of available for sale financial assets and related income tax expense of $24.1 million for the year ended 31 December 2007 as the gain recognised does not form part of the Zinifex ongoing operations. Management discussion and analysis With regard to the Zinifex pro forma historical condensed income statements, the Zinifex Directors make the following comments: — Zinc concentrate sales volumes from Century and Rosebery in 2007 totalled 1,028,716 tonnes in comparison with 1,022,244 tonnes in 2006, a marginal increase of 6,472 tonnes. Contained zinc production levels achieved in 2007 were 607,452 tonnes compared with 578,452 tonnes in 2006, representing an increase of 29,000 tonnes. This increase in zinc production was primarily due to improved mill and concentrator throughput at Century in 2007 following a major planned shutdown in 2006. In addition, improved head grades and recoveries at Century offset planned maintenance shutdowns and lower metal grades in ore at Rosebery. — Lead concentrate sales volumes from Century and Rosebery in 2007 totalled 102,626 tonnes in comparison with 121,296 tonnes in 2006, a decrease of 15.4 per cent. This decrease in sales volumes mirrored a year on year decrease in contained lead production. Contained lead production levels in 2007 were 65,263 tonnes compared with 78,927 tonnes in 2006, a decrease of 17.3 per cent. This decrease in lead production was primarily due to lower lead grades in ore mined at both sites and the impact of Cyclone Nelson at Century offsetting higher mill throughput and the reclamation of lead from storage dams at Century’s Lawn Hill facility. — revenue decreased by 21.3 per cent, from $2,002.1 million in 2006 to $1,575.4 million in 2007. This decrease was primarily a result of the impact of the lower average LME zinc price and the weakening of the US dollar against the Australian dollar in 2007, together with a decrease in lead sales volumes fully offsetting the higher average LME lead price experienced in 2007. — Operating expenses increased by 18.0 per cent, from $537.2 million in 2006 to $633.9 million in 2007. This increase reflects Zinifex’s continued growth in exploration and development activities and the continuing upward cost pressures experienced by the Australian resources sector and across all areas of Zinifex’s business, in particular, freight rates which have increased significantly due to the limited availability of shipping vessels and global oil price rises. — Depreciation and amortisation increased 27.3 per cent from $201.1 million in 2006 to $256.1 million in 2007, primarily due to the amortisation of additional capitalised costs relating to the accelerated program of waste stripping at Century as higher volumes of ore were processed at Century. — Accordingly, Zinifex’s EBIT decreased by 45.8 per cent, from $1,271.8 million in 2006 to $689.7 million in 2007. — net financing income increased by $22.3 million from $12.2 million in 2006 to $34.5 million in 2007 primarily due to interest income received on the proceeds from sale of Zinifex’s former zinc refining and lead smelting operations in 2007. — Zinifex income tax expense increased by 54.4 per cent from $128.9 million in 2006 to $199.0 million in 2007 notwithstanding lower earnings achieved in 2007, reflecting that substantially all of Zinifex’s tax losses have been progressively recognised by the end of 2007. — Accordingly, Zinifex’s net profit after tax from continuing operations decreased by 54.5 per cent from $1,155.1 million in 2006 to $525.2 million in 2007.

50 Profile of Zinifex (iii) Zinifex pro forma historical statements of operating cash flows before financing activities and tax and after capital expenditure Presented below are Zinifex’s pro forma historical statements of operating cash flows before financing activities and tax and after capital expenditure for the years ended 31 December 2006 and 2007.

Table 2 Zinifex pro forma historical statements of operating cash flows before financing activities and tax and after capital expenditure

A$ million Year ended 31-Dec-06 Year ended 31-Dec-07 Ebitda 1,472.9 945.8 Changes in working capital (17.5) 51.0 Capital expenditure (366.3) (367.5) Net operating cash flows before financing activities and tax and after 1,089.1 629.3 capital expenditure

Pro forma adjustments — excludes net proceeds before tax of $1,785.0 million from the sale of Zinifex’s former zinc refining and lead smelting operations achieved in the year ended 31 December 2007 and results, changes in working capital and capital expenditure, from those discontinued operations for the years ended 31 December 2006 and 2007. — excludes non-recurring EBITDA items relating to Zinifex Beltana Mine and sale of financial assets as noted in section 6.6(b)(ii). Management discussion and analysis With regard to the Zinifex pro forma historical statements of operating cash flows before financing activities and tax and after capital expenditure, the Zinifex Directors make the following comments: — working capital improved by $51.0 million in 2007, primarily due to the impact on trade debtors and inventories of the lower average LME zinc price and the weakening of the US dollar against the Australian dollar in 2007. — Capital expenditure in 2007 totalled $367.5 million in comparison with $366.3 million in 2006, a marginal increase of $1.2 million. Whilst total capital expenditure remained broadly constant, the proportion attributable to the accelerated waste rock pre-stripping program at Century mine increased in 2007. — Overall, the net operating cash flows before financing activities and tax and after capital expenditure decreased by $459.8 million from $1,089.1 million in 2006 to $629.3 million in 2007, principally due to the lower EBITDA result, which offset the working capital improvement achieved in 2007.

51 (iv) Zinifex pro forma historical balance sheet Presented below is Zinifex’s pro forma historical balance sheet as at 31 December 2007.

Table 3 Zinifex pro forma historical balance sheet as at 31 December 2007 As at 31 December 2007 Zinifex Allegiance Pro forma Pro forma A$ million Actual Actual Adjustments Consolidated Cash and cash equivalents 2,228.0 24.0 (878.3) 1,373.7 Trade and other receivables 178.0 5.2 – 183.2 Inventories 121.9 – – 121.9 Financial assets – 6.7 (5.5) 1.2 Current tax receivable 30.9 – – 30.9 Prepayments 9.5 0.1 – 9.6 Assets classified as held for sale 215.2 – – 215.2 Total current assets 2,783.5 36.0 (883.8) 1,935.7 Trade and other receivables – 7.0 – 7.0 Investments 6.2 1.9 – 8.1 Property, plant and equipment 1,062.3 173.3 733.5 1,969.1 Intangible assets 478.8 – 220.0 698.8 Deferred tax assets 262.5 3.9 (3.9) 262.5 Financial assets – 0.7 – 0.7 Retirement benefit assets 0.8 – – 0.8 Total non-current assets 1,810.6 186.8 949.6 2,947.0 Total assets 4,594.1 222.8 65.8 4,882.7 Trade and other payables 147.5 29.6 – 177.1 Interest bearing liabilities 98.8 – – 98.8 Current tax payable 102.0 – – 102.0 Provisions 14.2 0.2 – 14.4 Financial liabilities – 0.4 – 0.4 Total current liabilities 362.5 30.2 – 392.7 Interest bearing liabilities 19.3 22.1 – 41.4 Deferred tax liabilities 271.5 – 234.1 505.6 Provisions 131.8 0.5 – 132.3 Financial liabilities – 1.2 – 1.2 Other non-current liabilities – 0.5 – 0.5 Total non-current liabilities 422.6 24.3 234.1 681.0 Total liabilities 785.1 54.5 234.1 1,073.7 Net assets 3,809.0 168.3 (168.3) 3,809.0 Issued capital 890.0 195.1 (195.1) 890.0 Reserves 5.2 6.7 (6.7) 5.2 Retained earnings 2,913.8 (33.5) 33.5 2,913.8 Total equity 3,809.0 168.3 (168.3) 3,809.0

52 Profile of Zinifex (v) Pro forma adjustments Allegiance acquisition accounting As set out in section 6.3(d), in December 2007 Zinifex announced a takeover offer for 100 per cent of the issued ordinary shares of Allegiance. In March 2008, Zinifex obtained control of Allegiance when it acquired 50 per cent of the issued ordinary shares of Allegiance. As at 8 May 2008, Zinifex had acquired approximately 97 per cent of the issued ordinary shares of Allegiance. Consequently, in accordance with the Corporations Act 2001 Zinifex can compulsorily acquire the remaining interest in Allegiance of 3 per cent. Given that the Zinifex pro forma historical balance sheet presented in this document is at 31 December 2007, for the purpose of the pro forma historical financial information the acquisition of Allegiance has been reflected as if Zinifex acquired 100 per cent of Allegiance on 31 December 2007. The acquisition of Allegiance is being accounted for in accordance with AASB 3 Business Combinations and AASB 127 Consolidated and Separate Financial Statements whereby equity interests acquired between the date control was obtained in March 2008 and June 2008, when 100 per cent ownership is expected to occur, will be accounted for separately based on the fair value of the identifiable net assets at the date of acquisition of each of the equity interests acquired. It is not expected that the fair value of the net assets of Allegiance will vary materially over the period from March 2008 to June 2008 as Allegiance has not commenced production activities and its activities currently principally relate to development of the Avebury mine. The provisional values of Allegiance assets, including mineral rights, liabilities and contingent liabilities recognised on acquisition are their estimated fair values at the dates of acquisition as described above being the period from March 2008 to June 2008. AASBs permit up to 12 months for provisional acquisition accounting to be finalised following the acquisition date if any subsequent information provides better evidence of the items fair value at the date of acquisition. The revised AASB 3 Business Combinations (March 2008) has not been early adopted.

53 The provisional financial information relating to the acquisition of Allegiance together with relevant comments is provided below:

Table 4 Provisional Allegiance acquisition accounting

Provisional fair value adjustments

x hts

value at e c e

g ial assets ember 2007 ember c c g ian e quisition g ineral ri eferred ta arryin lle c inan A c D 31 F D Cost of Cost of a A$ million assets M Provisional value fair

(a) (b) (c) (d) (e) Cost of acquisition Cash paid or payable for issued shares 860.7 – – – – 860.7 Cash paid for share options 7.6 – – – – 7.6 Estimated transaction costs 10.0 – – – – 10.0 878.3 – – – – 878.3 Provisional allocation of cost of acquisition Cash and cash equivalents – 24.0 – – – 24.0 Trade and other receivables – 12.2 – – – 12.2 Financial assets – 7.4 (5.5) –– 1.9 Prepayments – 0.1 ––– 0.1 Investments – 1.9 – – – 1.9 Property, plant and equipment – 173.3 – – 733.5 906.8 Deferred tax assets – 3.9 – (3.9) – – Trade and other payables – (29.6) – – – (29.6) Provisions – (0.7) ––– (0.7) Financial liabilities – (1.6) – – – (1.6) Interest bearing liabilities – (22.1) – – – (22.1) Deferred tax liabilities – – – (14.1) (220.0) (234.1) Other liabilities – (0.5) – – – (0.5) – 168.3 (5.5) (18.0) 513.5 658.3 Goodwill (f) 220.0 Cost of acquisition 878.3

54 Profile of Zinifex (a) The $860.7 million cash paid or payable for issued shares reflects Zinifex’s ownership interest of 100 per cent based on the number of ordinary shares issued by Allegiance of 782,455,310 shares at the Zinifex offer price of $1.10 per share. The $7.6 million payment for share options reflects payments made by Zinifex for share options to 9 April 2008 and represents a directly attributable cost of acquisition. The transaction costs incurred by Zinifex are estimated at $10.0 million. (b) For the purpose of presenting the Zinifex pro forma historical financial information, the carrying value of Allegiance net identifiable assets, liabilities and contingent liabilities of $168.3 million as per the Allegiance audited annual financial statements for the year ended 31 December 2007, adjusted to reflect the fair value adjustments, have been assumed to equal their provisional fair value. (c) The financial assets book value of $7.4 million at 31 December 2007 includes $6.7 million of financial asset which Allegiance disposed of subsequent to 31 December 2007, realising a loss of $5.5 million. The historical book value of Allegiance’s financial assets has been adjusted to reflect its fair value at 31 December 2007. (d) The net deferred tax assets of $3.9 million includes a tax loss of $18.0 million. Pursuant to the disclosure that the recovery of this tax loss is uncertain in the Allegiance 31 December 2007 financial statements, the tax loss has been derecognised. The $18.0 million reduction has been adjusted by reversing the net deferred tax assets of $3.9 million and consequently reclassifying $14.1 million as deferred tax liabilities. (e) Mineral rights of $733.5 million have been recognised which have been classified as property, plant and equipment given that Allegiance is in a development stage of production, in accordance with Zinifex accounting policy. Given that Zinifex is not in a tax-consolidated group, the tax cost base of Allegiance’s underlying assets including mineral rights cannot be reset in accordance with the Australian tax consolidation rules. Accordingly, the tax base of the mineral rights is nil and therefore, a related deferred tax liability of $220.0 million has been recognised. (f) The goodwill of $220.0 million, which has been classified as an intangible asset, represents the excess of cost of acquisition of $878.3 million over Zinifex’s interest in Allegiance’s net identifiable assets, liabilities and contingent liabilities of $658.3 million.

The fair value of Allegiance assets, including mineral rights, liabilities and contingent liabilities will be determined based on a comprehensive assessment of the fair value of the net assets at the date of acquisition and therefore it is likely that the fair values of the assets and liabilities will vary from the historical carrying values. As a result the actual determination of mineral rights may change which could result in an adjustment to the goodwill balance. No other pro forma adjustments have been recognised in respect of transactions and events occurring subsequent to 31 December 2007.

6.7 No material changes in the financial position of Zinifex Within the knowledge of the Zinifex Directors, and other than as disclosed in this document (in particular, in this section 6), the financial position of Zinifex has not materially changed since 30 June 2007, being the date of the last audited balance sheet of Zinifex. It is noted that Zinifex’s interim financial report for the 6 months ended 31 December 2007 was lodged with the ASX on 25 February 2008, and is available from the ASX website (www.asx.com.au).

55 7. Profile of Oxiana

56 7.1 Introduction Oxiana is an international mining and exploration company listed on ASX (code: OXR) with a market capitalisation of approximately A$5.5 billion (as at 8 May 2008) making it one of Australia’s largest mining companies. Oxiana is included in the S&P/ASX 100 Index and the MSCI Australia Index, and is a Level 1 ADR in New York (code: OXFLY) trading on OTCQX. Oxiana’s head office is located in Melbourne, Australia. Oxiana’s principal activities are exploration, development and mining of copper, gold, zinc and silver. Oxiana operates the Sepon gold and copper mines in Laos (in which it has 90% ownership) and owns and operates the Golden Grove base and precious metals operation in Western Australia. It is developing the Prominent Hill copper-gold mine in South Australia and the Martabe gold-silver mine in Indonesia. Oxiana also has an extensive exploration portfolio that spans across six countries. In addition, the Oxiana Group holds a 46% shareholding in ASX-listed uranium explorer Toro Energy Limited, and also has a number of listed resource company investments. A map of Oxiana’s principal activities is shown below.

0 1,0002,000 Kilometres SICHUAN Sichuan Yangtze JV CHINA YJLM JV YUNNAN Rexing JV Aoning (Xiaosongshan Ni) JV LAOS OXIANA LIMITED ACTIVITIES Sepon Gold and Operation THAILAND Copper Operations Oxiana Thailand Project CAMBODIA Oxiana Cambodia Exploration Equity interest

Martabe

SUMATRA SULAWESI

Oxiana Exploration INDONESIA

WA QLD Wiluna AUSTRALIA

Golden Grove SA Toro Energy – 46% Prominent Hill Mt Gibson JV NSW

ACT VIC Melbourne Headquarters

57 Oxiana’s vision is to become a major mining company with the aim of: — delivering superior returns to all stakeholders; through — efficient exploration, development, acquisition and operation of high quality mineral resources; whilst — maintaining the highest regard for safety, social responsibility, community development, economic and environmental sustainability. Oxiana is committed to expanding its resource base through discovery, development and acquisition of high quality assets throughout Australia and Asia and beyond these regions as the company grows. Oxiana has a strategic focus on copper, gold and zinc with ambitions to diversify into nickel, other minerals and bulk commodities. Oxiana employs approximately 6,770 employees and contractors in operations and offices in Asia and Australia (as at 31 December 2007). Following is a summary of key events in Oxiana’s history.

1996 Golden Plateau NL is renamed Oxiana Resources NL. 2000 Oxiana Resources NL acquires 80% of the Sepon project in Laos from Rio Tinto. 2001 Construction of the Sepon gold plant commences. 2002 Gold is first produced at Sepon in late December. 2003 Oxiana Resources NL becomes a public company limited by shares and changes its name and status to Oxiana Limited. Construction of the Sepon copper project commences. Oxiana commences a farm-in to the Prominent Hill copper-gold project. 2004 Oxiana acquires the remaining 20% of the Sepon project from Rio Tinto. Oxiana commences construction of an expansion of the Sepon gold mine. Oxiana announces its intention to acquire 100% of the Prominent Hill copper-gold project through a merger with Minotaur Resources Limited. 2005 The first copper cathodes are produced at Sepon in March. Expansion of the Sepon gold mine is completed, doubling throughput from 1.25 million tonnes per annum to 2.5 million tonnes per annum. Oxiana acquires the Golden Grove base and precious metals operation in Western Australia from Newmont Mining Corporation. Oxiana announces its first dividend of one cent per share. 2006 Oxiana announces a record 2006 half year profit of A$263.2 million and a three cents per share interim dividend. The Oxiana Board approves development of the Prominent Hill copper-gold mine. 2007 Oxiana announces a record 2006 profit of A$553.2 million and a five cents per share final dividend. Oxiana acquires Agincourt Resources Limited and its Martabe gold project in Indonesia. Oxiana announces a 2007 half year profit of A$172.7 million and a four cents per share interim dividend. The Oxiana Board approves an expansion of the Sepon copper operation from 60,000 tonnes per annum to 80,000 tonnes per annum of copper cathode by 2010. The Oxiana Board approves development of the Martabe gold project. 2008 Oxiana announces a 2007 profit of A$318.2 million and a four cents per share final dividend. Oxiana and Zinifex announce the Merger.

58 Profile of Oxiana 7.2 Oxiana’s Principal Activities a) Group Structure A simplified Oxiana Group structure is shown below.

OXIANA LIMITED

100% Oxiana 100% Oxiana 100% Oxiana 100% Oxiana Resources Golden Grove Prominent Hill Agincourt Holdings Laos Limited (Holdings) Pty Ltd Pty Ltd Limited

90% – Lane Xang Minerals Limited (LXML)1

PT Agincourt Exploration Projects Sepon Mining Golden Grove Prominent Hill Resources (including joint Operations Operation Project (Martabe Project)2 ventures)

1. The Government of Laos owns 10% of LXML 2. The local government in Sumatra has been offered a 5% interest in Martabe b) operations and Projects Overview Oxiana’s production results for the 2007 financial year (to 31 December) by mine and commodity are outlined in the table below. Further information on the recent historical performance of Oxiana’s operations is provided in the detailed sections on each operation below.

Operations Production1 Total Cash Cost Sepon – Copper 62,541 t US 76c/lb Sepon – Gold – Gold 102,390 oz US $445/oz – Silver 144,648 oz Golden Grove – Zinc 131,954 t US 30c/lb2 – Copper 15,404 t – Gold 48,807 oz – Silver 3,165,408 oz – Lead 8,119 t

1. Figures in this table are presented on a 100% basis (contained metal). The Government of Laos owns 10% of Sepon. 2. Total cash costs for Golden Grove are per lb of zinc produced. Gold, silver, copper and lead are treated as credits.

59 Oxiana’s Resources and Reserves as at 30 June 2007 are summarised in the tables below.

Total Oxiana Group Resources 30 June 2007 (Contained Metal) 1 Gold Silver Copper Zinc Lead Nickel Cobalt

(Moz) (Moz) (Mt) (Mt) (Mt) (Mt) (Mt) Sepon Gold 3.4 12.5 Sepon Copper 0.4 26.1 1.6 Golden Grove 0.8 38.9 0.6 1.2 0.1 Prominent Hill 3.7 15.8 1.9 Martabe 5.9 60.0 Wiluna Nickel Laterite 0.6 0.05 Total Resources 14.3 153.2 4.0 1.2 0.1 0.6 0.05

Total Oxiana Group Ore Reserves 30 June 2007 (Contained Metal) 1 Gold Silver Copper Zinc Lead (Moz) (Moz) (Mt) (Mt) (Mt) Sepon Gold 0.20 0.35 Sepon Copper 0.79 Golden Grove 0.30 14.62 0.19 0.61 0.07 Prominent Hill 1.29 7.06 0.88 Martabe 2.26 30.14 Total Reserves 4.05 52.17 1.86 0.61 0.07

1. in all Resources and Reserves tables, significant figures do not imply precision. Figures are rounded according to JORC Code guidelines. JORC Code Resources are inclusive of Reserves. Figures in this table are presented on a 100% basis (contained metal). The Government of Laos owns 10% of Sepon. A full copy of the Oxiana Resources and Reserves Statement as at 30 June 2007, is set out in Annexure E. Programs of exploration and Resource development drilling are continuing to evaluate Oxiana’s exploration portfolio across six countries – Laos, Thailand, China, Cambodia, Indonesia and Australia. During 2007, Oxiana completed a total of around 202,000 metres of drilling across 13 projects. Oxiana’s exploration budget for 2008 is A$89.4 million for Resource development on existing operations and projects, and on broader exploration in Australia and Asia. Drilling subsequent to 30 June 2007 at Prominent Hill, Sepon and Golden Grove has intersected additional areas of mineralisation or extensions to existing deposits that are expected to increase Resources and Reserves in 2008.

0 1,0002,000 Kilometres 2008 exploration SICHUAN Sichuan Yangtze JV CHINA budget A$M YJLM JV YUNNAN Rexing JV Aoning (Xiaosongshan Ni) JV LAOS OXIANA LIMITED ACTIVITIES Sepon Gold and Operation Resource Development 39.6 THAILAND Copper Operations Oxiana Thailand Project CAMBODIA Oxiana Cambodia Exploration Regional Exploration 49.8 Equity interest 89.4 Martabe

SUMATRA SULAWESI

Oxiana Exploration INDONESIA

WA QLD Wiluna AUSTRALIA

Golden Grove SA To ro Energy – 46% Prominent Hill Mt Gibson JV NSW

ACT VIC Melbourne Headquarters

60 Profile of Oxiana 5% 2008 REGIONAL EXPLORATION BUDGET BY COUNTRY 13% Australia Laos Regoinal China 32% Global Cambodia Indonesia 7% Sepon Thailand Other Asia 6% 7% 7% 22% 1%

6% 2008 REGIONAL EXPLORATION BUDGET BY COMMODITY 4% Gold Zinc Other Copper Copper 26% 17%

47%

(i) sepon Mining Operations Oxiana’s 90% owned Sepon copper-gold operation is located approximately forty kilometres north of the town of Sepon, in Savannakhet Province of the Lao People’s Democratic Republic (Laos). Sepon operates under a Mineral Exploration and Production Agreement (MEPA) with the Government of Laos, which covers an area of 1,247 square kilometres. The MEPA grants Oxiana an exclusive right to explore, develop and operate within the MEPA area with an operating period of thirty years together with the option, exercisable by Oxiana, for two further extensions of ten years each. Under the MEPA, the Government of Laos has acquired 10% of Oxiana’s Lao operating company, Lane Xang Minerals Limited (LXML). Funding for this purchase was provided by LXML by way of a loan to the Government of Laos, which is being repaid from dividends. The operations for both Sepon Copper and Sepon Gold are located at the same site with the copper processing plant located immediately adjacent to the gold plant. Several gold and copper deposits occur in a horseshoe shape around the two plants within a 20 square kilometre area. An aerial plan and site map of the Sepon operation is set out below.

Electro-winning Solvent Extraction CCD Train Oxygen plant

Leach Area

Copper ROM Pad

Copper ROM Pad Khanong copper open pit Gold Plant

61 Sepon Gold Operation Oxiana has been producing gold and silver in Laos for more than five years and in that time has produced almost 800,000 ounces of gold. Gold was the first commodity to be produced at Sepon with production commencing at the end of 2002. In 2005, Oxiana undertook an expansion of the Sepon Gold plant, increasing ore processing capacity from 1.25 million tonnes to a design of 2.5 million tonnes per annum. Production and cost statistics for Sepon Gold over the past three years are summarised in the table below.

Sepon Gold 12 months to 12 months to 12 months to Production1 Units December 2005 December 2006 December 2007 Ore Milled t 2,659,948 2,909,247 2,160,551 Gold Grade g/t 2.8 2.3 1.8 Silver Grade g/t 5.0 9.3 8.4 Gold Recovery % 84.5 83.7 81.5 Silver Recovery % 25.6 24.1 23.0 Gold Produced oz 200,370 173,524 102,390 Silver Produced oz 109,460 203,547 144,648 Total Cash Cost US$/oz 260 330 445 Total Production Cost US$/oz 345 480 685

1. Figures in this table are presented on a 100% basis (contained metal). The Government of Laos owns 10% of Sepon.

Sepon gold is mined from a series of open-pits and ore is processed through a conventional carbon-in-leach (CIL) treatment plant capable of milling up to 3 million tonnes of ore per annum. Doré bars containing both gold and silver are produced and these are transported to a refinery located in Australia for final refining and sale on the spot market. Gold production at Sepon from existing oxide gold Reserves is expected to continue in 2008 and 2009. However, due to depletion of currently known gold Reserves, mining from 2010 onwards will be subject to further gold discoveries (see Exploration section below). Sepon Copper Operation The Sepon copper operation is in its fourth year of production, having been commissioned in early 2005. Currently, copper at Sepon comes from the Khanong orebody, which, with an average Reserve grade of 4.9%, is one of the highest grade copper deposits in the world. Ore is mined by open-pit and treated in a 1.3 million tonnes per annum processing plant. Since commissioning, the plant has produced in excess of its nameplate capacity of 60,000 tonnes of copper cathode for each full year of production. The nature of the ore from the Khanong orebody allows it to be treated via a combination of whole-of-ore atmospheric leach and pressure oxidation, followed by solvent extraction and electrowinning to produce copper cathodes or 99.99% pure copper plates (equivalent to LME Grade A standard) on site. The primary markets for Sepon copper are Asian countries close to Laos, including Thailand, Vietnam and Malaysia. The project’s close proximity to end markets is a real advantage as it minimises transport costs and delivery time.

62 Profile of Oxiana Production and cost statistics for Sepon Copper over the past three years are summarised in the table below.

Sepon Copper 12 months to 12 months to 12 months to Production1 Units December 2005 December 2006 December 2007

Ore Milled t 643,771 1,230,619 1,225,020 Copper Grade % 5.8 5.6 5.7 Copper Recovery % 85.9 89.5 91.2 Copper Cathode t 30,480 60,803 62,541 Produced Total Cash Cost USc/lb 71 73 76 Total Production Cost USc/lb 88 88 93

1. Figures in this table are presented on a 100% basis (contained metal). The Government of Laos owns 10% of Sepon.

In 2007, Sepon produced a record 62,541 tonnes of copper cathode. Costs to produce the copper were in the lowest third of copper producers worldwide at US76 cents per pound. Despite rising costs for energy and consumables in the industry, Oxiana has managed to keep costs at Sepon Copper relatively flat by active margin improvement programs. Sepon Copper Projects Apart from the Khanong orebody, the full extent of which still remains to be established, copper deposits are known to exist elsewhere in the 400 square kilometre Sepon Mineral District and may also exist in the remaining MEPA area. Copper deposits have been discovered in the Thengkham area approximately seven kilometres to the west of the existing plant. Based on the additional resources of copper which have been delineated to date and on engineering studies which have been independently reviewed, an expansion of the existing copper plant production capacity from 60,000 tonnes per annum to 80,000 tonnes per annum of copper cathode has been approved by the Oxiana Board. Detailed engineering associated with the expansion has commenced with some long lead items already on order. Completion is forecast for the end of 2009, with production at the expanded rate from early 2010. The main additions to the plant under the approved expansion will be a new larger primary crusher, an additional CCD train, additional leaching capacity and twenty-four new electrowinning cells. A number of improvement projects will also be undertaken within the expansion scope of works. The total capital cost for the project has been estimated at US$178 million. The expansion is expected to result in a reduction in overall life-of-mine cash operating costs of approximately 10%. The Oxiana Board has recently approved expenditure of US$30.6 million to construct a second power line and associated infrastructure to address increased demand from the expansion project and risk associated with dependency upon mains power via the single 170 kilometre transmission line. While requiring more upfront capital than other options, the construction of a second power line results in a considerable net saving and an improved reliability of supply for Sepon over the other options considered. The Oxiana Board has also approved expenditure of US$17.3 million as the first stage in establishing a new accommodation village for Sepon, with existing facilities to be used for construction and short-term contractor use. A further US$34 million is estimated to be required to complete this facility from 2009 to 2011. An extensive resource drilling campaign is underway to expand the Resource base to further extend mine life and to potentially consider further expansions. Although investigations to date have focused on mineralisation targets suitable for cathode production, recent drilling results in the Thengkham area have produced shallow intersections of primary copper mineralisation at grades and widths suggesting potential for a new source of copper via a concentrate route. The expansion of copper production at Sepon will require the development of up to seven new pits in areas west of the existing mines and facilities covering approximately 1,000 hectares of land. This compares to the 1,200 hectares covered by existing activities. The development of these mines will require completion of an environmental and social impact assessment (planned for completion by the end of 2008) and the relevant Lao authority approvals (anticipated by the middle of 2009).

63 Sepon Gold Projects In addition to the declining oxide gold Resources, Sepon Gold hosts 2.2 million ounces of primary, refractory gold and 8.0 million ounces of silver below and down dip of the oxide deposits. These require treatment via a different processing route to that which currently exists at Sepon but represent a potential future source of gold for Sepon. Considerable test work has been undertaken to identify a suitable process route. At this stage, that work suggests that flotation followed by pressure oxidation, using the crush and grind plant and the CIL tanks, elution circuit and gold room of the current plant may offer the best solution. Additional mineralisation will need to be delineated to justify the capital cost of this project. Drilling is continuing as part of that project. Exploration To date, the copper and gold deposits being mined at Sepon are located within a 20 square kilometre area. The potential for discovery of additional deposits within the broader 400 square kilometre mineralised district is considered high and many target areas remain to be tested. Recent drilling results, including those from the newly discovered Thengkham and Pha Bing copper deposits and the Ban Mai gold prospect, demonstrate the potential for discovery of further high grade copper and gold mineralisation elsewhere in Oxiana’s tenement. Copper exploration work in 2007 was focused on the discovery and evaluation of the Thengkham, Pha Bing and Khanong deposits to enable estimation of Resources for the Sepon copper expansion studies. A new high grade copper deposit was discovered at Pha Bing near Thengkham adding approximately 68,000 tonnes of contained copper to the Resource inventory. Detailed work at Thengkham North also added approximately 50,000 tonnes of contained copper to that deposit. Ore grade drill intercepts requiring immediate follow up to determine resource potential have also been encountered at the Thengkham East, Songkham and Nam Pa prospects.

Thengkham East Thengkham East Primary copper intercepts Supergene copper intercepts 44m @ 1.0% Cu, 0.5 Au, 166 Mo 13m @ 6.0% Cu, 1.2 Au, 243 Mo 17m @ 2.1% Cu, 0.6 Au, 43 Mo 17m @ 3.2% Cu, 1.2 Au, 376 Mo 39m @ 0.7% Cu, 0.2 Au, 265 Mo 25m @ 1.4% Cu, 0.6 Au 12m @ 1.1% Cu, 0.9Au, 39 Mo 22m @ 1.0% Cu, 0.4 Au 7m @ 3.4% Cu, 0.6 Au, 28 Mo 10m @ 2.6% Cu, 1.2 Au 7m @ 3.0% Cu, 0.9 Au, 161 Mo 4m @ 11.8% Cu, 0.2 Au 21m @ 0.5% Cu, 0.2 Au, 141 Mo

Din Daeng 5 Km 1880000 mN

590000 mE 590000 mE 600000 mE 610000 Houay Payee 620000mE Discovery Colluvial Discovery Main Houay Bang Thengkham Luang Thengkham East Discovery West Discovery East Dankoy North Nam Pa Khanong Ban Mai Pha Bing Songkham Phu Xo Nalou Gold and Copper Plants Pha Vat North Namkok East Pha Vat Thengkham South Namkok West Gold Resource Thengkham Vang Ngang Pha Vat Houay Yeng Copper Resource SW West Gold Prospect Copper Prospect

2 km

1870000 mN

Thengkham South Songkham West Primary copper intercepts Exotic/Supergene Intercepts 43m @ 0.8% Cu, 0.2 Au, 18 Mo 40m @ 2.7% Cu 17m @ 1.2 % Cu, 0.1 Au, 177 Mo 32m @ 3.0% Cu 30m @ 0.6% Cu, 0.2 Au, 14 Mo 7m @ 1.8% Cu 45m @ 0.8% Cu, 0.2 Au, 67 Mo 24m @ 1.4% Cu, 1.0 Au, 23 Mo

64 Profile of Oxiana Since the commencement of copper operations at Sepon, exploration in the surrounding district has primarily focused on discovering additional shallow high grade leachable copper as feed for the existing SX-EW plant and to underpin expansion of this facility. A number of ore grade primary copper intervals have been encountered beneath the near surface mineralisation during this phase of exploration. In the second half of 2007, Oxiana commenced exploration for primary copper both west and east of the Sepon operations. Numerous intervals of primary copper encountered at Thengkham East and South indicate excellent potential for near surface primary copper-gold-molybdenum deposits in this area, and drilling is continuing. Similarly, a previously unexplored copper system to the east of the Sepon process plant at Nam Pa is showing encouraging signs. Gold exploration work is ongoing with some encouraging results received in the 2007 drilling campaign. Drilling continued on the new Phavat North gold deposit to the west of the current mining area with Resources of approximately 161,000 ounces of oxide and primary gold material identified. This deposit is planned to be mined in 2008. The new Dankoy and Houay Yeng deposits were also drilled in 2007 and together contributed approximately 371,000 ounces to the Resource inventory. This gold mineralisation will continue to be assessed and evaluated during 2008. Prospects more distant from the mine, like the Ban Mai gold prospect 12 kilometres to the west of the mining area prospect, are still to be fully explored, and extensions to all existing deposits will also be tested. In addition to copper and gold, molybdenum mineralisation is commonly associated with intrusive rocks and their associated skarns and replacement style deposits throughout the Sepon mineral district. While systematic exploration of the molybdenum potential has not been a high priority to date, assessment of its economic potential is required, particularly as copper concentrate options are evaluated in the future. Highly anomalous zinc (lead-silver) mineralisation has also been outlined in stream sediments over 24 kilometres of strike in the Din Daeng valley, eight kilometres north of the Sepon mine. Three shallow drill holes completed over a single section by CRA in the 1990s intersected three metres at 2.21% zinc and 1.85 metres at 2.73% zinc and follow up mapping by Oxiana geologists has identified more than 30 occurrences of outcropping lead and zinc mineralisation hosted in carbonate rocks over eight kilometres. Oxiana is currently evaluating the potential for economic grade-tonnage accumulations with geochemistry, geophysics and drilling. Approximately 20% of Oxiana’s near mine exploration budget in 2008 will be spent at Sepon, with most of that directed towards exploration for further deposits of copper. ii) Golden Grove Operation Golden Grove is a volcanic hosted massive sulphide (VHMS) base and precious metals deposit located approximately 450 kilometres northeast of Perth and 280 kilometres east of Geraldton in Western Australia. The Golden Grove operation comprises two separate underground mines, Scuddles and Gossan Hill, approximately four kilometres apart along strike, a mill and concentrator and surrounding mining tenements covering 12,306 hectares. Operations at Golden Grove commenced in 1990 with the development of the Scuddles underground mine. The Gossan Hill mine was developed in 1998 and parallel mining of both deposits continued until mid 2005 when mining at Scuddles ceased in line with the mine plan. The Scuddles mine was reopened in mid 2007 and production commenced on a limited scale. Oxiana acquired Golden Grove in July 2005 and since then has significantly increased its mining and processing rates, its production and its profitability. For five of the last seven months of 2007, annualised rates of throughput reached a record 1.65 million tonnes per annum following modifications made as part of a mill improvement program. The mining method at Golden Grove is sublevel open stoping for the primary zinc orebodies. Ore from the Gossan Hill mine is trucked to the surface where it is crushed and delivered to the mill via a three kilometre overland conveyor. The ore is then treated in a conventional milling and flotation circuit to produce concentrates of zinc, copper, lead and precious metals. The concentrates are transported by road to Geraldton port before being shipped to smelters in countries including China, Korea, Japan, Thailand and India.

65 Production and cost statistics for Golden Grove over the past three years are summarised in the table below.

GOLDEN Grove 12 months to 12 months to 12 months to Production Units December 20051 December 2006 December 2007 Zinc Ore Milled t 601,877 1,003,899 1,021,065 Zinc Grade % 12.6 15.1 14.0 Zinc Recovery % 93.0 91.4 92.1 Copper Ore Milled t 677,849 362,641 431,954 Copper Grade % 3.6 3.4 4.0 Copper Recovery % 90.6 88.1 88.2 Zinc Concentrate t 131,552 262,373 258,744 Zinc Grade % 53.6 52.9 51.0 Copper Concentrate t 89,793 48,715 67,803 Copper Grade % 24.3 22.2 22.7 Precious Metals t 13,906 32,772 25,374 Concentrate Copper Grade % 8.8 7.1 7.0 Lead Grade % 35.6 35.5 32.0 Gold Grade g/t 45.8 44.3 55.6 Silver Grade g/t 3,464 2,173 2,698

Contained metal in concentrates Zinc t 70,508 138,817 131,954 Copper t 21,808 10,811 15,404 Gold oz 25,272 50,198 48,807 Silver oz 2,174,620 3,064,287 3,165,408 Lead t 4,949 11,634 8,119 Total Cash Cost2 USc/lb 29 43 30 Total Production Cost2 USc/lb 51 54 42

1. Oxiana acquired Golden Grove in July 2005. Full year figures provided for clarity. 2. Costs are per lb of zinc produced. Gold, silver, copper and lead are treated as credits.

66 Profile of Oxiana Golden Grove Projects In early 2007, Oxiana discovered high grade extensions to the Scuddles (the Cervantes deposit) and Gossan Hill (the Xantho Extended deposit) ore systems. Mine planning by Oxiana subsequent to these discoveries indicates that, in concert with near surface oxide and remnant primary Resources, there is potential to both increase mill throughput and extend mine life. Opportunities have been identified to increase the throughput of the operation to between 2.0 to 2.5 million tonnes per annum. Oxiana’s plan for Golden Grove is to initially increase production to 2.0 million tonnes per annum of zinc and copper ores. This throughput rate has been achieved in trials using pre-crushing and one of the regrind mills as a primary mill. The requirements for further expansion will depend on ongoing metallurgical test work and analysis. The mine plan has zinc production easing and copper production increasing over the next few years. The planned 2.0 million tonnes per annum throughput is based on continued mining of zinc and copper Reserves at Gossan Hill and Scuddles to 1,000 metres depth at a rate of 1.7 million tonnes per annum, and additional copper production from a shallow open pit above Gossan Hill. The Gossan Hill oxide copper Resource was drilled out between 1994 and 1997. Engineering studies and metallurgical testwork pre-Oxiana and by Oxiana during 2007 and 2008 demonstrate the oxide copper Resources can be processed through the existing process plant with minor modifications. Production from the new underground Cervantes and Xantho Extended orebodies is planned to commence in 2011 and 2012 respectively. Both of these Resources have been delineated and calculated since 30 June 2007 and therefore neither are included in Oxiana’s 30 June 2007 Resource tables. The initial Inferred Resource for Xantho Extended is 3.8 million tonnes at 3.6% copper, 1.1% zinc, 0.8 grams per tonne of gold as copper ore, and 1.3 million tonnes at 11.5% zinc, 1.5% copper and 0.8 grams per tonne of gold as zinc ore. Both the copper and zinc Resources at Xantho Extended, including some of the widest and highest grade drill intercepts, remain open at depth. The initial Inferred Resource for Cervantes is 1.0 million tonnes at 2.2% copper, 0.2% zinc and 0.3 grams per tonne of gold as copper ore and 0.8 million tonnes at 13.6% zinc, 0.6% copper and 0.9 grams per tonne of gold as zinc ore. Underground development is underway to provide platforms for drilling programs at both locations.

PLANNED PLANNED GOLD OPEN PIT COPPER OPEN PIT Gossan Hill Scuddles

10,000 mRL Cambewarra Catalpa

Amitm y Ethel Xantho

Gossan Hill Hougoumont Racehorse South Fault Zone Georgette 9,000 mRL Cervantes

8,000 mRL 500m 18,000 mN 19,000 mN 20,000 mN 21,000 mN 22,000 mN 23,000 mN

To supplement underground production from Cervantes and Xantho Extended, feasibility studies are investigating the expansion of the oxide copper pit to recover remnant predominantly primary copper Resources to approximately 250 metres depth left behind after the completion of underground mining. In 2007, the Oxiana Board approved a drilling program aimed at extending and improving the confidence in these near surface open pittable Resources. Together the Cervantes, Xantho Extended and open pit projects have the potential to extend the mine life beyond current Reserves.

67 Additional upside to the strategic plan includes the potential open pit mining of the gold-silver oxide Resource of 1.1 million tonnes at 3.2 grams per tonne of gold and 99 grams per tonne of silver at Gossan Hill, and potential mining of Resources identified in initial drilling beneath the Hougoumont Resource at Gossan Hill. The Batavia zinc, Batavia copper and upper Cervantes mineralisation at the Scuddles mine will be the target of intensive underground drilling during 2008 which is expected to lead to further Resource additions and classification upgrades. Definition and extensional drilling will be undertaken for the Gossan Hill oxide copper and gold Resources aimed at upgrading and expanding these Resources and Reserves. Exploration There is significant potential to add to the existing Resource base at Golden Grove. Replication of ore systems is a feature of the VHMS deposits, and exploration will continue in the immediate mine environment and also in the broader tenement package, which remains under-explored at depth. Oxiana tenements cover approximately 125 square kilometres of prospective geology around the Golden Grove operations. Exploration in 2008 will target four prospect areas south of the Golden Grove mine where previous drilling has intersected ore grade and width zinc mineralisation at relatively shallow depths above 400 metres below surface. The bulk of the mineralisation outlined to date within the Gossan Hill ore system occurs below 400 metres and deeper drilling to determine the potential of these prospects is in progress. (iii) Prominent Hill The Prominent Hill copper-gold project is located in the Gawler Craton of South Australia, approximately 650 kilometres northwest of Adelaide and 130 kilometres southeast of Coober Pedy in South Australia. The Prominent Hill deposit was discovered in 2001 by Minotaur Resources Limited. In 2003, Oxiana entered into a staged earn-in with Minotaur and acquired 100% of the project in 2005. In August 2006, the Oxiana Board approved development of the Prominent Hill copper-gold mine, and construction commenced soon after. Key project parameters are summarised in the table below.

Mining method Open-pit Milling rate 8.0Mtpa Process Conventional crushing, grinding and flotation Product Copper-gold concentrate Resources 3.7Moz gold, 15.8Moz silver, 1.9Mt copper Reserves 1.3Moz gold, 7.1Moz silver, 0.9Mt copper1 Expected mine life Initial mine life 10 years1 Employees and contractors Variable workforce in 2007, approximately 400 when in operation plus exploration and resource development personnel Average head grade 1.24% copper (grades higher for the first 4 years), 0.58g/t gold, 3.07 g/t silver Average metal in concentrate 104,000tpa copper in the first 4 full years 71,000tpa copper for the next 6 years 115,000ozpa gold over life of mine 345,000ozpa silver over life of mine Estimated cash costs Cash operating cost for 2009 is forecast at US85c/lb (excluding royalties and after gold and silver credits) Pre-production capital A$1.08 billion First ore to mill Expected 4th quarter 2008

1. For the Bankable Feasibility Study defined open pit operations only. in all Resources and Reserves tables, significant figures do not imply precision. Figures are rounded according to JORC Code guidelines. JORC Code Resources are inclusive of Reserves

68 Profile of Oxiana The Prominent Hill project involves development of an open pit mine and a conventional grinding and flotation processing plant to produce a high quality copper–gold concentrate which will be sold to smelters in Asia and Australia. Mining is well advanced with the top of the copper-gold orebody reached in October 2007 following the removal of around 100 metres of overburden by Oxiana’s mining contractor, Thiess. Mining and stockpiling of ore has commenced in preparation for commissioning of the processing plant.

As at 21 March 2008, the total construction progress for the project was 56%. The critical path for the construction is delivery of the SAG mill shell, fabrication of steelwork, completion of design and availability of permanent power. The current budget to complete the project is A$1.08 billion. Contingencies in place are expected to allow the project to be completed in line with this budget. Most permits and licences are in place for the project with those remaining (being a Miscellaneous Purpose Lease (MPL) for the power line route and MPLs for the wellfield) under application. Prominent Hill Expansion Projects A major resource expansion drilling program conducted throughout 2007 confirmed that the Prominent Hill deposit is larger than initially estimated. Drilling to 30 June 2007 increased Resources of contained copper by 0.4 million tonnes to 1.9 million tonnes and gold Resources by 1.1 million ounces to 3.7 million ounces, with ongoing drilling continuing to add to these Resources. These results supported the commencement of a two stage expansion and life extension study. The first stage is investigating an underground mine with higher grade copper and gold ore to supplement the eight million tonnes per annum open pit. The second stage is a deeper bulk underground mine development which if successful would result in a further extension of the mine life. The scoping study on the first phase of underground operations is nearing completion and is expected to lead straight into a feasibility study on a 1–2 million tonnes per annum sublevel open stoping (SLOS) underground mine below the open pit to a depth of 1,000 metres. It is expected only minor upgrades will be required to the crushing circuit to accommodate the extra throughput, thereby increasing annual copper production.

Drilling below these areas has indicated the potential for either a SLOS or larger scale caving operation to extend mine life. A drilling program in the lower underground area will continue through 2008 with a pre-feasibility study planned for late 2008 or early 2009. Recent encouraging exploration results have been intersected to the east (71 metres at 2.3% copper, 0.5 grams per tonne of gold and 69 metres at 1.3% copper, 0.8 grams per tonne of gold) and west (50 metres at 1.8% copper, 0.6 grams per tonne of gold and 20 metres at 0.8% copper) of the existing pit. These areas are being targeted during 2008 for additional Resources that are accessible both from open pit and underground. Resource development drilling will also continue to upgrade the confidence of current Resources beneath the open pit and define deeper Resources to approximately 1,200 metres below surface. Exploration Significant prospects for the discovery of additional iron-oxide hosted copper–gold deposits exist within Oxiana’s broader 4,175 square kilometre tenement area. Due to the presence of approximately 80 to 100 metres of barren sedimentary cover over the prospective geology, exploration in the area to date has been guided predominatly by geophysical techniques. As such it remains sparsely drilled and under-explored. Several additional copper or copper-gold mineralised systems have already been identified by previous explorers stretching over 60 kilometres east and west of the Prominent Hill deposit. Examples include the Neptune, Manxman and Proteus prospects. Systematic exploration of this important trend is planned for 2008. Oxiana geologists have developed a solid understanding of the geological framework controlling the location and formation of the Prominent Hill deposit and are now applying that knowledge to systematically explore the area. Integrated geology, geochemistry and geophysics are being used to generate new targets for progressive drill testing throughout 2008. 23 targets have been identified to date. (iv) Martabe Project The Martabe gold-silver project is located in North Sumatra, Indonesia close to existing infrastructure and facilities and the Trans-Sumatra highway. Supplies of grid power and process water are available, and the port of Sibolga is approximately 50 kilometres from the site.

70 Profile of Oxiana The Martabe Contract of Work (CoW) covers a 1,639 square kilometre area. The main deposit at the Martabe project is currently the Purnama high sulphidation epithermal deposit, which was discovered in 1997 through regional stream sediment sampling by Normandy Anglo Asia Ltd. Since then other deposits have also been discovered and Resources at Martabe now stand at six million ounces of gold and 60 million ounces of silver. Oxiana became the owner of the Martabe project through the acquisition of Agincourt Resources Limited in early 2007. Local government and community interests in North Sumatra have been offered a 5% interest in Martabe. Following review of the recently completed definitive feasibility study, the Oxiana Board approved the development of the Martabe project subject to the receipt of final permits from the Government of Indonesia. These permits were received in late April 2008 allowing the project to move into construction at an estimated capital cost of US$310 million. The capital budget includes early mining of the deposit, construction of the processing plant and construction of a power generation and port facility. Land acquisition is now underway. It is expected to take six months to secure the core zone of land required to ensure construction and operational requirements. Key project parameters are summarised in the table below.

Mining method Open-pit Milling rate 4.5Mtpa Process Conventional crushing, grinding, leaching and detoxification Product Gold-silver dore Resources 5.9Moz gold, 60.0Moz silver Reserves 2.3Moz gold, 30.1Moz silver Expected mine life Initial mine life 9.5 years Employees and contractors Variable workforce in 2008/2009, approximately 700 when in operation Average head grade 1.87g/t gold, 23g/t silver Metal Approximately 200,000ozpa gold and 2,000,000 ozpa silver over life of mine Estimated cash costs Cash operating cost for life of mine is forecast at US$270/oz including silver credit and royalties Pre-production capital US$310 million First production Expected 4th quarter 2009

In all Resources and Reserves tables, significant figures do not imply precision. Figures are rounded according to JORC Code guidelines. JORC Code Resources are inclusive of Reserves

Martabe is expected to be Oxiana’s fourth operation with commissioning planned for the end of 2009. The first deposit mined will be Pit 1 (Purnama), an open pit operation with ore treated in a conventional carbon-in-leach processing plant. Annual production of 200,000 ounces of gold and 2 million ounces of silver is planned for a mine-life of at least nine years. With further drilling of the Pit 1 deposit, there is potential to upgrade Resource confidence and to extend known mine life in the short term. Oxiana also plans to undertake systematic drill testing at the Baskara and Pelangi deposits, located close to Pit 1, which have the potential to add additional oxide Resources to the Martabe inventory.

71 Martabe Primary Gold Project Also present at Martabe is primary style gold mineralisation, immediately below the oxide material, which provides a potential future project development opportunity. Of the 5.9 million ounces of contained gold and 60.0 million ounces of contained silver in the Resource, 2.3 million ounces of gold and 30.1 million ounces of silver are planned to be mined in the first stage of operations outlined above. The remaining 3.6 million ounces of gold and 29.9 million ounces of silver, mostly within the Pit 1 deposit, will be the subject of extensive metallurgical test work to identify a viable process to allow continuous operation well beyond the initial nine year mine life. Exploration The Martabe CoW area contains multiple known prospects and targets which will be explored over time. To the north and south of Martabe, a number of targets remain to be tested. Exploration for 2008 is planned to focus on prospects close to the Purnama pit including Gerhana and Kejora and on the Kapur- Gambir District approximately thirty kilometres south of Martabe. Encouraging results from Gerhana have included 112 metres at 4.15 grams per tonne of gold and 42 metres at 1.94 grams per tonne of gold. Another priority is the Kapur-Gambir district where previous drilling has returned results including 109.7 metres at 2.7 grams per tonne of gold and 55.1 metres at 2.9 grams per tonne of gold.

Drill Intersections in the above map are a selection of results from drill programs previously conducted in the area of the COW.

72 Profile of Oxiana Further evaluation of a number of additional targets, including high and low sulphidation epithermal systems and anomalous copper in drainage samples, is expected in the future. c) regional Exploration Oxiana’s regional exploration effort extends across a number of countries in Asia and in Australia. The main commodities targeted are copper, gold, zinc and other base metals. Porphyry copper-gold, iron-oxide copper-gold and VHMS zinc deposits are some of Oxiana’s preferred target styles of mineralisation, as these tend to be either very large or medium scale high value deposits. New project generation continues to be progressed globally and opportunities are being assessed and pursued worldwide. Laos Oxiana’s primary focus in Laos is the Sepon mineral district, a highly mineralised 400 square kilometre area which encompasses the present Sepon gold and copper mining operations. This district lies central to the broader 1,247 square kilometre contract area covered by the Sepon MEPA (see above for further information). Elsewhere in Laos, Oxiana is continuing with project and prospect reviews and reconnaissance style exploration with a focus on base metal targets. Applications covering sedimentary hosted copper exploration targets in central and southern Laos have been submitted to the Lao Government for consideration. Thailand In Thailand, Oxiana has had a strategic partnership with Thai Goldfields NL. For the past few years, the main exploration focus has been the Chatree District gold project where Oxiana has earned a 75% interest in the project. Several areas explored in this project area are likely to host quality small to medium sized gold deposits. Oxiana considers Thailand to be highly prospective, and project-specific agreements with Thai Goldfields now cover a new gold prospect in south-eastern Thailand and VHMS style base metal targets in north-central Thailand. Oxiana aims to undertake drilling of these targets in 2008, pending the grant of tenements on these projects. Oxiana, in its own right, has also submitted applications to explore for iron ore in several prospective areas. China Oxiana commenced exploration in China in 2004 and has established an exploration office in Kunming, Yunnan Province where it is pursuing exploration and development partnerships with various Chinese private companies and government entities. Oxiana’s primary focus to date has been on gold and base metals projects in the south-western Provinces of Yunnan and Sichuan where highly prospective geology similar to Oxiana’s areas of major activity in Laos and Thailand hosts numerous gold and base metals deposits. Oxiana has three established joint ventures, namely Yunnan Jin Long Minerals Cooperative Joint Venture (Oxiana is earning an interest of up to 85% in the joint venture company), Sichuan Yangtze Minerals Joint Venture (Oxiana is earning an interest of up to 85% in the joint venture company) and the Rexing Joint Venture (Oxiana is earning an interest of up to 80% in the joint venture company). Oxiana has also recently commenced exploration for sulphide nickel in Inner Mongolia under a new joint venture with Ningxia Institute of Nuclear Geological Exploration (Nuclear Industry 217). Cambodia Oxiana commenced exploration in Cambodia in 2006 and a country wide assessment for gold and base metals is continuing. An exploration office has been established in Phnom Penh. Some of Oxiana’s most promising results in 2007 were those associated with the Shin Ha Joint Venture (Oxiana holds 80% of the joint venture). At the Okvau-Oput area in north-east Cambodia, early stage drilling, surface sampling and geophysics have identified a promising trend of gold mineralisation. Further drilling to delineate the size potential of this discovery is planned for 2008. Other gold areas in Cambodia, including Phnom Chi, 100 kilometres west of Okvau, are also being explored, along with an area prospective for copper. Indonesia Oxiana has established a fully functional exploration office in Jakarta and is actively engaged in project generation for large copper and copper-gold systems throughout the prospective geological belts of the Indonesian Archipelago. Indonesia is one of the world’s most highly prospective countries for minerals exploration and is host to a number of giant copper-gold and gold deposits. Oxiana has already identified two highly promising porphyry copper-gold systems and is in the process of applying for tenements over these areas. Many other opportunities are being systematically evaluated.

73 Australia In Australia, Oxiana is actively exploring its strategic land holdings around the Prominent Hill and Golden Grove operations for new deposits capable of providing additional mill feed to these operations (see Prominent Hill and Golden Grove sections above). Oxiana has also entered into a joint venture agreement with Legend Mining Limited on its Mount Gibson property (Oxiana earning 75% of the joint venture), 150 kilometres south of Golden Grove in Western Australia. Exploration by previous explorers at Mount Gibson encountered an intercept of ore grade zinc mineralization in prospective geology. Through the acquisition of Agincourt Resources Limited in 2007, Oxiana acquired the Wiluna gold mine and a surrounding exploration tenement package in Western Australia. The Wiluna mine was sold in 2007 but the exploration tenements were retained. Of particular interest at Wiluna is the nickel potential. A inferred Resource of 80.5 million tonnes of nickel laterite at 0.77% nickel has been identified by previous explorers, and testing to upgrade and extend this property is a key focus, along with exploration elsewhere in the larger tenement holding. Further work on the Wiluna nickel laterite project is planned for 2008 with metallurgical test work focusing on process definition. d) sustainability Oxiana is committed to being a sustainable company. The company is managed to ensure its longevity is maximised by upholding its corporate responsibilities as a publicly listed company, delivering value to its shareholders, minimising its use of environmental and other scarce resources, constructively engaging with communities to ensure it continues to be welcome, and by providing a work environment that is safe, productive, stimulating and personally rewarding. During 2007, Oxiana recorded zero fatalities and a 10% reduction in recordable injuries. In 2007, Oxiana appointed a General Manager Sustainability to drive improvement. Oxiana also established a corporate Sustainability Group, further developed systems, standards and guidelines, and commissioned independent audits of safety, health, environmental and community relations performance at all sites. Oxiana increased investment in training and further strengthened its community consultation and stakeholder relations processes. During 2006 and 2007, Oxiana introduced its OXims Integrated Management System standards (OXims), a comprehensive framework and set of standards for the systematic management of safety and health, environment and community relations across Oxiana. In summary, OXims: — Defines leading industry practice for management of sustainability risks; — integrates sustainability into mainstream business processes and decision making; — Standardises processes across sites; and — Links to recognised industry frameworks and standards – compatible with International Council on Mining and Metals Sustainable Development Principles, the Minerals Council of Australia’s Enduring Value ISO14001 Environmental Management System standards, AS4801 Occupational Health and Safety standards, AS4360 Risk Management standard, codes of practice (Cyanide Code) and World Bank EHS Guidelines. Periodic audits are undertaken to assess the degree of implementation of the OXims standards. Sites also conduct their own internal audit programs against site standards and procedures. In 2007, the first round of annual external audits was conducted against the OXims standards at each site. For further information on Oxiana’s sustainability strategy, refer to Oxiana’s website (www.oxiana.com.au).

7.3 Oxiana Board of Directors As at the date of this document, the Oxiana Board comprised: — Mr Barry L Cusack (Chairman); — Mr Owen L Hegarty (Managing Director and CEO); — Mr Ronald H Beevor; — Mr Michael A Eager; and — Mr Brian Jamieson. Profiles of these directors are set out in section 8.5.

74 Profile of Oxiana 7.4 Capital Structure and Ownership As at the date of this document, the total securities of Oxiana on issue were as follows: (i) 1,566,236,966 ordinary shares; (ii) US$105,000,000 of senior subordinated convertible notes issued under the Oxiana Convertible Bonds Trust Deed and which may be converted into Oxiana ordinary shares by the holders of the notes until 9 April 2012, or redeemed by Oxiana from 29 April 2009, in accordance with the Oxiana Convertible Bonds Trust Deed. Unless previously redeemed, converted or purchased and cancelled, the convertible bonds will be redeemed at their principal amount on 15 April 2012. The convertible bonds are listed on the Luxembourg Stock Exchange; (iii) 31,444,280 unlisted options issued and outstanding under the Oxiana Executive Option Plan. These options are exercisable into Oxiana ordinary shares at various prices over various dates; and (iv) 4,091,163 performance rights issued and outstanding under the Oxiana Performance Rights Plan. These performance rights vest to the holders over various dates and are convertible into Oxiana ordinary shares at various prices over various dates.

7.5 Recent Oxiana Share Price The chart below shows the closing price of Oxiana shares on ASX over the past 12 months.

12 Month Oxiana Share Price

Oxiana Share Price (A$) $4.50 $4.30 $4.10 $3.90 $3.70 $3.50 $3.30 $3.10 $2.90 $2.70 $2.50 Jul 07 Jan 07 Sep 07 Mar 08 Nov 07 May 07 May 08

The closing price of Oxiana shares on ASX was A$3.54 on 8 May 2008. During the three months ended 8 May 2008:Source: Bloomberg — the highest recorded daily closing price for Oxiana shares on ASX was A$3.97 on 29 February 2008; and — the lowest recorded daily closing price for Oxiana shares on ASX was A$2.98 on 20, 21 and 24 March 2008. The last recorded sale price for Oxiana shares on ASX before the public announcement of the Merger was A$3.97 on 29 February 2008.

75 7.6 Continuously Disclosing Entity Oxiana is a company listed on ASX and is subject to the periodic and continuous disclosure requirements of the Corporations Act and the Listing Rules. Broadly these obligations require Oxiana to announce price sensitive information as soon as it becomes aware of this information, subject to exceptions for certain confidential information. Copies of the following documents may be downloaded from ASX’s website, www.asx.com.au (ASX code: OXR): — Oxiana’s financial results for the 12 months ended 31 December 2007; — Oxiana’s 2007 Annual Report for the period ended 31 December 2007; — Oxiana’s Quarterly Report for the quarter ended 31 March 2008; and — Any continuous disclosure notices given by Oxiana after the release of its last annual report and before lodgement of this document with ASIC. Further announcements concerning developments at Oxiana will also be made available on ASX at www.asx.com.au after the date of this document. Copies of all other documents lodged with ASIC in relation to Oxiana may also be obtained from, or inspected at, an ASIC office.

7.7 Oxiana Group Financial Overview a) introduction The Oxiana historical and pro forma historical financial information comprises: — historical condensed income statements for the years ended 31 December 2006 and 2007; — pro forma historical statements of operating cash flows before financing activities and tax and after capital expenditure for the years ended 31 December 2006 and 2007; and — historical balance sheet as at 31 December 2007. Oxiana has given careful consideration to whether a reasonable basis exists to produce reliable and meaningful forecast financial information. The Oxiana Directors have concluded that forecast financial information would be misleading to provide, as a reasonable basis does not exist for providing forecasts that would be sufficiently meaningful and reliable as required by applicable law, policy and market practice. The financial performance of Oxiana in any period will be influenced by various factors that are outside the Directors’ control and that cannot, at this time, be predicted with a high level of confidence. In particular, the financial performance of Oxiana is materially affected by: — prevailing prices for a range of commodities, particularly zinc, copper, gold and lead, which are subject to material change from time to time; — prevailing exchange rates, especially the A$:US$ exchange rate, which are subject to material change from time to time; — the timing of a number of ongoing development and expansion projects and the level of production from those projects; — costs, in particular costs relating to skilled employees and contractors, which are subject to material change given the highly competitive status of the market for technically skilled human resources within the mining industry at the present time; and — costs relating to mining supplies and equipment, and energy costs. Oxiana does not have an established practice of issuing forecasts for financial performance, in keeping with the considerations above. However, where new developments are due to commence production in the near future, Oxiana has given an indication of likely production and timing. Accordingly, forecast production for the Prominent Hill mine, which is expected to commence production in 2008, has been included. Oxiana has also given an indicative range of forecast production for its existing operations in the past.

76 Profile of Oxiana b) oxiana historical and pro forma historical financial information i) basis of preparation The Oxiana historical and pro forma historical financial information has been derived from Oxiana’s annual financial reports for the years ended 31 December 2006 and 2007. These financial reports are available from Oxiana’s website (www.oxiana.com.au). The Oxiana financial reports for the years ended 31 December 2006 and 2007 have been audited in accordance with Australian Auditing Standards. The audit opinion issued to the members of Oxiana relating to those financial reports was unqualified. The Oxiana historical and pro forma historical financial information has been prepared in accordance with the recognition and measurement principles of Australian Accounting Standards (AASBs) and in accordance with Oxiana’s accounting policies, as set out in the annual financial report of Oxiana for the year ended 31 December 2007. The Oxiana historical financial and pro forma historical information also complies with International Financial Reporting Standards (IFRS) and interpretations adopted by the International Accounting Standards Board. The Oxiana historical and pro forma historical financial information has been presented in an abbreviated form insofar as it does not contain all the disclosures required by the AASBs applicable to annual financial reports usually provided in an annual report prepared in accordance with the Corporations Act. The Oxiana historical and pro forma historical financial information excludes discontinued operations. The pro forma historical statements of operating cash flows before financing activites and tax and after capital expenditure have been prepared to reflect net cash flows before financing activities and tax and after capital expenditure. Net operating cash flows before financing activities and tax and after capital expenditure are based upon the assumption that EBITDA, after working capital and capital expenditure, represents a reasonable approximation to cash flows from operating activities. ii) Oxiana historical condensed income statements Presented below are Oxiana’s historical condensed income statements for the years ended 31 December 2006 and 2007.

table 1 oxiana historical condensed income statements

A$ million Year ended 31-Dec-06 Year ended 31-Dec-07 Revenue 1,275.2 1,097.4 Other income 53.7 72.6 Operating expenses (501.7) (574.9) EBITDA 827.2 595.1 Depreciation and amortisation (105.4) (101.2) EBIT 721.8 493.9 Net financing income / (costs) (26.5) (18.1) Income tax expense (145.3) (151.3) Net profit after tax from 550.0 324.5 continuing operations

With regard to the Oxiana historical condensed income statements, the Oxiana Directors make the following comments: — revenue decreased by 13.9 per cent from $1,275.2 million in 2006 to $1,097.4 million in 2007. This decrease was predominately as a result of an appreciation of the Australian dollar against the US dollar in 2007, lower realised commodity prices and provisional pricing. — Other income increased by 35.2 per cent from $53.7 million in 2006 to $72.6 million in 2007. The $18.9 million increase was predominantly due to an increase in unrealised foreign exchange gains.

77 — Operating expenses increased by 14.6 per cent from $501.7 million in 2006 to $574.9 million in 2007. The $73.2 million increase was largely attributable to increased exploration expenditure and corporate expenses, in addition to higher direct labour and operational costs. — The resulting EBITDA delivered by Oxiana in 2007 decreased by 28.1 per cent from $827.2 million in 2006 to $595.1 million in 2007. — Depreciation and amortisation charges decreased by 4.0 per cent from $105.4 million in 2006 to $101.2 million in 2007. The decrease of depreciation charges in 2007 was as a result of mining inventory increases at Sepon, effectively extending mine lives, against higher throughput at Golden Grove. — The resulting EBIT delivered by Oxiana in 2007 decreased by 31.6 per cent from $721.8 million in 2006 to $493.9 million in 2007. — net interest expense decreased by 31.7 per cent from $26.5 million in 2006 to $18.1 million in 2007. The change is a result of higher interest income earned on larger average cash balances across 2007. — income tax expense increased from $145.3 million in 2006 to $151.3 million in 2007. The higher tax expense given a lower profit before tax was as a result of a change in tax rates in the Peoples Democratic Republic of Laos from 16 2/3 per cent in 2006 to 33 1/3 per cent in 2007. — The resulting profit from continuing operations in 2007 decreased by 41.0 per cent from $550.0 million in 2006 to $324.5 million in 2007.

iii) Oxiana pro forma historical statements of operating cash flows before financing activities and tax and after capital expenditure Presented below are Oxiana’s pro forma historical statements of operating cash flows before financing activities and tax and after capital expenditure for the years ended 31 December 2006 and 2007.

table 2 oxiana pro forma historical statements of operating cash flows before financing activities and tax and after capital expenditure

A$ million Year ended 31-Dec-06 Year ended 31-Dec-07 EBITDA 827.2 595.1 Changes in working capital 14.8 2.4 Capital expenditure (221.5) (699.1) Net operating cash flows before financing 620.5 (101.6) activities and tax and after capital expenditure

Pro forma adjustments: — Capital expenditure excludes an amount of $14.4 million associated with discontinued activities in 2007. With regard to the Oxiana pro forma historical statements of operating cash flows before financing activities and tax and after capital expenditure, the Oxiana Directors make the following comments: — The level of working capital required by Oxiana continued to decrease in 2007 by $2.4 million from $14.8 million in 2006. Increased balances in receivables and inventory as a result of timing effects were offset by higher expense accruals in payables balances. — Capital expenditure in 2007 was $699.1 million, an increase of $477.6 million from 2006. The increase reflects incremental investment in each of the operational activities of Oxiana, although $360.2 million of the increase is specifically attributable to the development of the Prominent Hill mine. — As a result of the lower EBITDA and higher capital expenditure, free cash flow available for financing, tax and shareholder distributions reduced by $722.1 million to negative $101.6 million in 2007.

78 Profile of Oxiana iv) Oxiana historical balance sheet Presented below is Oxiana’s historical balance sheet as at 31 December 2007.

Table 3 historical balance sheet as at 31 december 2007

As at 31 December 2007 A$ million Oxiana Actual Cash and cash equivalents 246.1 Trade and other receivables 111.7 Inventories 88.1 Prepayments 5.7 Other financial assets 0.4 Total current assets 452.0 Trade and other receivables 1.6 Available for sale financial assets 38.5 Investments accounted for using the equity method 148.3 Property, plant and equipment 1,739.7 Intangible assets 46.8 Deferred tax assets 0.5 Total non-current assets 1,975.4 Total assets 2,427.4 Trade and other payables 141.2 Interest bearing liabilities 154.4 Current tax payable 101.7 Provisions 14.1 Other financial liabilities 1.6 Total current liabilities 413.0 Interest bearing liabilities 266.4 Deferred tax liabilities 119.7 Provisions 58.5 Other financial liabilities 4.5 Total non-current liabilities 449.1 Total liabilities 862.1 Net assets 1,565.3 Issued capital 1,056.7 Treasury shares (2.6) Reserves (97.2) Retained earnings 566.1 Total equity before minority interest 1,523.0 Minority interest 42.3 Total equity 1,565.3

79 7.8 Material Changes in the Financial Position of Oxiana During March 2008 Oxiana has drawn down $245 million under the existing $584 million debt facility to finance the development of the Prominent Hill project. In addition during March 2008 Oxiana has drawn down a newly established short-term debt facility of $149 million, primarily for the financing of the Prominent Hill project. Within the knowledge of the directors of Oxiana and other than as disclosed in this document or as disclosed in the Oxiana Quarterly Report for the quarter ended 31 March 2008, the financial position of Oxiana has not materially changed since 31 December 2007, being the date of the last audited balance sheet of Oxiana.

80 Profile of Oxiana 8. Profile of the Merged Group

81 8.1 Overview of the Merged Group The Merger of Zinifex and Oxiana will create a major Australian diversified mining company, with a unique combination of attractive operating assets, a promising pipeline of development projects, an extensive exploration portfolio and a strong financial profile. The Merged Group will be diversified both geographically and across commodities, and will have significantly enhanced scale and financial strength. This improved risk profile will enable it to participate in business development options that would not have been available to either Zinifex or Oxiana in isolation. The Merged Group will be well positioned to deliver shareholder value into the future. It will have the financial capability to grow organically through the development of its strong, combined pipeline of projects, by continuing the established exploration activities of both Zinifex and Oxiana and through the pursuit of a selective acquisition strategy. The Merged Group’s growth strategy will be to continue to build a substantial, diversified mining business, reducing its relative exposure to any one commodity or geography. The Merged Group will have sufficient scale to enable it to pursue a range of value adding acquisition and growth options not available to either company as they currently stand. Based on closing share prices on 29 February 2008 (immediately prior to the announcement of the Merger), the Merged Group would have a market capitalisation of approximately $11.6 billion, ranking it as one of the 25 largest listed companies on the ASX. It will also be the third largest diversified mining company in Australia following BHP Billiton and Rio Tinto. The Merged Group will remain headquartered in Melbourne.

8.2 Merged Group activities and assets a) Operating mines If the Merger proceeds, the Merged Group will operate five competitive mining operations in Australia and Asia: — Century (zinc/lead); — Golden Grove (zinc/copper/silver/gold/lead); — rosebery (zinc/copper/lead/gold/silver); — Sepon Copper (copper); and — Sepon Gold (gold/silver). Detailed descriptions of these mines are provided in the profiles of Zinifex and Oxiana in sections 6 and 7, respectively. The Merged Group will be the world’s second largest producer of zinc and a substantial producer of copper, lead, gold and silver. Merged Group pro forma production for the year ended 31 December 2007 is summarised below.

82 Profile of the Merged Group Pro forma 2007 calender year Production

Oxiana Zinifex merged group Zinc (Kt) 132.0 609.5 741.5 Copper (Kt) 77.9 1.7 79.6 Lead (Kt) 8.1 70.1 78.2 Gold (Koz) 151.2 27.9 179.1 Silver (Koz) 3,310.0 6,902.0 10,212.0

1 note: Figures in this table are presented on a 100% basis. Certain of the relevant assets are not 100% owned. For ownership details see section 6 and 7. b) Development projects The Merged Group will have a strong development pipeline with short, medium and long-term growth options that extend out for almost ten years. The Merged Group will have four projects in development and a pipeline of four major identified development projects in Australia and Canada. In addition, the Merged Group will have a number of potential brownfield expansion options at existing operating mines. Projects Under Development — Prominent Hill (copper/gold/silver) – Australia — Avebury (nickel) – Australia — Martabe (gold/silver) – Indonesia — Sepon Copper expansion (copper) – Laos identified Projects — Dugald River (zinc/lead/silver) – Australia — Prominent Hill Underground – Stage 1 (copper/gold/silver) – Australia — High Lake (zinc/copper) – Canada — Izok Lake (zinc/copper) – Canada — Sepon Primary Gold (gold) – Laos — Prominent Hill Underground – Stage 2 (copper/gold/silver) – Australia Detailed descriptions of the above projects are provided in the profiles of Zinifex and Oxiana in sections 6 and 7, respectively. Of the projects under development, Prominent Hill and Avebury are the most imminent, with both expected to commence production this year. When production from Prominent Hill is taken into account, the pro forma copper production of the Merged Group would be approximately 185,000 tonnes per annum. This represents approximately a 130% increase on the pro forma copper production presented in section 8.2(a). When in full production, the Avebury nickel mine is expected to produce approximately 8,500 tonnes of nickel per annum. c) Exploration activities The Merged Group will have an extensive exploration portfolio designed to deliver future project opportunities. Exploration activities will consist of activities in Australia, Canada, Sweden, Mexico, Tunisia, China, and South East Asia including Laos, Thailand, and Cambodia. The Merged Group will also have significant exploration activities around its existing mining operations.

83 d) Reserve and Resource position Based on the most recently published Reserves and Resources statements, the Merged Group pro forma Reserves and Resources profile (contained metal) will be:

Pro forma merged group RESERVES 1 * Oxiana Zinifex merged group Zinc (Kt) 606.0 5,629.0 6,235.0 Copper (Kt) 1,862.7 15.3 1,878.0 Gold (Moz) 4.1 0.2 4.3 Silver (Moz) 52.1 51.3 103.4 Nickel (Kt) – 56.1 56.1 Lead (Kt) 66.0 630.4 696.4 Cobalt (Kt) – – –

Pro forma merged group RESOURCES 1, 2 * Oxiana Zinifex merged group Zinc (Kt) 1,196.2 16,611.4 17,807.6 Copper (Kt) 4,002.6 813.1 4,815.7 Gold (Moz) 14.3 1.7 16.0 Silver (Moz) 153.2 254.60 407.8 Nickel (Kt) 620.0 172.0 792.0 Lead (Kt) 130.8 2,468.3 2,599.1 Cobalt (Kt) 47.0 – 47.0

Notes: 1. Figures in this table are presented on a 100% basis (contained metal). Certain of the relevant assets are not 100% owned. For ownership details see sections 6 and 7. 2. resources are inclusive of reserves * reserves and Resources position as at 31 March 2007 (in respect of Zinifex, except for Avebury Reserves and Resource which are as at 31 December 2007 rather than 31 March 2007) and 30 June 2007 (in respect of Oxiana)

8.3 Vision and strategic rationale a) Vision The vision born out of the Merger of Zinifex and Oxiana is to create a leading global diversified mining company. The Boards and management of each of Zinifex and Oxiana believe the long-term outlook for mineral commodities is strong, driven by the demand requirements of China and other rapidly emerging economies of Asia and elsewhere. The Merged Group will have an outstanding opportunity to benefit from this demand. Strong companies with a range of high quality assets, a diverse portfolio and an extensive set of opportunities are best placed to succeed in any market environment. The current market environment creates an outstanding opportunity for growth in the mining industry. The Merged Group will have much greater capacity to benefit from these opportunities than Zinifex or Oxiana in isolation, and expects to deliver value to its shareholders through its strong existing operations, strong pipeline of development projects and continued emphasis on exploration (particularly in areas where the Merged Group has an operating presence). In addition, the Merged Group will exhibit an improved risk profile through a stronger credit standing, commodity and geographic diversification and greater longevity of earnings arising from its extended development timeframe. The Merged Group will draw on a demonstrated track record in project delivery, mergers and acquisitions and exploration to deliver shareholder value.

84 Profile of the Merged Group The Merged Group will continue to focus on creating value in its core businesses and will pursue opportunities in any commodities, businesses and geographic locations that have an acceptable risk profile and that are consistent with the Merged Group’s strategy. b) Strategic Rationale The Directors of Zinifex and Oxiana believe that the Merger creates a compelling opportunity for the Merged Group’s shareholders to participate in the significant benefits expected to be derived from the combination of the two companies: Specific benefits include: — The Merger will create a major Australian diversified mining company with significantly enhanced scale, financial strength and liquidity. — The Merger will provide an accelerated opportunity for Zinifex Shareholders to participate in the benefits expected from a larger and more diversified portfolio of assets and opportunities while retaining exposure to Zinifex’s existing asset base. — The Merger will provide Zinifex Shareholders with a strengthened strategic position and capability, resulting in a superior platform for growth and an improved risk profile that will enable the pursuit of business development opportunities unavailable to Zinifex alone. — The Merger will combine the significant Board and management expertise, technical, industry, country, commercial, development and operating skills of Zinifex and Oxiana, that should position the Merged Group to take advantage of the opportunities available in the resources sector for the benefit of all shareholders. — The Merger of Zinifex and Oxiana will combine the assets, reserves, operations and people of two high quality companies that should enable the Merged Group to grow and generate shareholder value on a superior basis than is currently available to either company in isolation.

8.4 Intentions in relation to Zinifex and the Merged Group This section 8.4 sets out the intentions of Zinifex and Oxiana in relation to Zinifex and the Merged Group if the Merger becomes Effective. These statements of intention are formed on the basis of publicly available information as at the date of this document as well as information made available in the course of due diligence carried out by Zinifex on the businesses of Oxiana and due diligence carried out by Oxiana on the businesses of Zinifex. The Merged Group Board and management will explore opportunities to optimise the Merged Group’s existing operations and development projects, implementation of best practice across Zinifex and Oxiana, and other ways to maximise value for the Merged Group’s shareholders. Final decisions regarding any such matters will be made by the Merged Group Board in light of material information and circumstances at the relevant time. Accordingly, the statements set out in this section 8.4 are statements of current intentions only, which may vary as new information becomes available or circumstances change and the Merged Group Board further develops its strategic focus and outlook. a) Corporate matters in relation to Zinifex If the Scheme is implemented, it is intended that: — Zinifex be removed from the official list of ASX; and — as Zinifex will be a wholly owned subsidiary of the Merged Group, the Zinifex Board be reconstituted so that it comprises persons nominated by the Merged Group Board. As described below, the current Zinifex Directors will join the Merged Group Board. b) Strategic direction It is the intention of Zinifex and Oxiana that the Merged Group will continue to pursue the shared strategic goal of Zinifex and Oxiana in becoming a major global diversified mining company with growing, competitive and sustainable operations. The Merged Group will aim to maintain and grow its core base and precious metals businesses and will selectively seek to diversify the operations across different commodities and geographies as attractive and value enhancing opportunities become available.

85 c) Continuation of Zinifex and Oxiana’s businesses It is the current intention of Zinifex and Oxiana that the Merged Group will continue to operate the businesses of Zinifex and Oxiana in substantially the same manner as they are currently being conducted. However, taking into account the Merged Group’s enhanced scale and strength, the Merged Group will have the opportunity and resources to accelerate the Merged Group’s development and exploration projects if this is value enhancing to shareholders. The Merged Group will also continue to review all aspects of the assets and operations to identify ways of maximising shareholder value. The following diagram illustrates the current timetable to which Zinifex and Oxiana are working towards in respect of their current development projects. It is the current intention of Zinifex and Oxiana that the Merged Group will continue to work towards that timetable. The diagram also illustrates approximate dates which, for forward planning purposes only, Zinifex and Oxiana have nominated as potential target dates in respect of their projects which are not currently under development. These dates should not be seen as an indication that the Merged Group will pursue these projects at the times indicated, or at all. Whether and when any of these projects is developed will depend on many factors, including the outcome of feasibility studies and deliberations of the Board of the Merged Group.

AVEBURY nickel mine 2008 PROMINENT HILL copper/gold project

2009 MARTABE gold /silver project GOLDEN GROVE copper oxide pit SOUTH HERCULES base and precious metals project 2010 SEPON COPPER copper expansion

SEPON GOLD primary gold project 2011 ROSEBERY upgrade

DUGALD RIVER zinc / lead /silver project PROMINENT HILL underground expansion stage 1 2012

2013

GOLDEN GROVE copper sulphide pit 2014

2015

2016

2017 PROMINENT HILL underground expansion stage 2

ZINIFEX PROJECT OXIANA PROJECT

d) Further growth through selective acquisitions in the mining sector It is the current intention of Zinifex and Oxiana that the Merged Group will continue the strategy of both Zinifex and Oxiana to build its mining portfolio through selective acquisitions. The Merger of Zinifex and Oxiana will produce a step-change to a larger corporate scale and quality in terms of the existing mining portfolio, the development pipeline, balance sheet strength and stock market liquidity. This step change

86 Profile of the Merged Group should provide a much stronger foundation to support acquisitions in a dynamic market where companies with the requisite degree of scale and financial strength will be better positioned to create and take advantage of acquisition opportunities. The diversified nature of the Merged Group and its improved risk profile should enable it to undertake attractive growth projects in geographies beyond either Oxiana or Zinifex’s present footprint of operations and development projects, projects that may be beyond the capacity of the standalone companies. e) Allegiance Zinifex and Oxiana intend for the Merged Group to complete Zinifex’s existing cash takeover offer for Allegiance. The recommended takeover offer for Allegiance will not be affected by the Merger. Zinifex held 97% of shares in Allegiance as at 8 May 2008. f) Name of the Merged Group The structure of the transaction, which was considered the most efficient way to effect a combination of Zinifex and Oxiana, will result in Oxiana issuing New Shares (being Oxiana Shares) to Zinifex Shareholders. Accordingly, the Merged Group will initially trade on the ASX under the name Oxiana. It is intended that the Merged Group will be renamed as soon as possible. Shareholder approval for the proposed new name of the Merged Group will be sought at a general meeting of the Merged Group scheduled to be held on Friday, 18 July 2008, at which former Zinifex Shareholders will be entitled to vote their New Shares (see section 13.13 for more information about that meeting). Copies of the notice of meeting and associated materials are expected to be despatched to Merged Group shareholders on Friday, 4 July 2008. g) Dividend policy The current policy of both Zinifex and Oxiana is to return accumulated earnings from operations in excess of the amount required to fund future expansion to shareholders, by way of dividends. It is intended that the Merged Group will follow a similar policy. The Merged Group Board will review the amount of any future dividends to be paid by the Merged Group having regard to the profits of the Merged Group, its financial position, and capital required to grow the businesses of the Merged Group. h) Directors Zinifex and Oxiana have agreed that upon implementation of the Merger, Oxiana’s Chairman, Mr Barry Cusack, will be the Merged Group’s Chairman. The former Zinifex Directors will join the Oxiana Directors on the Board of the Merged Group. Details of the Directors who will comprise the Merged Group Board are set out in section 8.5 below. i) Management and employees It is intended that management of the Merged Group be drawn from current members of the Zinifex and Oxiana management teams. Given the complementary operations of Zinifex and Oxiana, the Merged Group expects only a limited overlap of roles and therefore does not expect there to be any significant reduction in the number of employees of either company. See section 8.6 for more details. If the Merger proceeds, Mr Andrew Michelmore, current Managing Director and Chief Executive Officer of Zinifex, will lead the Merged Group’s management team. Mr Owen Hegarty, current Managing Director and Chief Executive Officer of Oxiana, will become a non- executive Director and become the Chairman of the Board Integration Committee of the Merged Group. j) Corporate governance It is intended that the Merged Group will adopt an approach to corporate governance based on the ASX corporate governance principles consistent with the framework currently adopted by Zinifex and Oxiana. k) Other intentions in relation to Zinifex (and Oxiana) Other than as set out in or referred to in this section 8, it is the present intention of Zinifex and Oxiana to procure that the Merged Group will: — generally continue the businesses of Zinifex (and those of Oxiana); — not make any major changes to the businesses of Zinifex nor to redeploy any of the fixed assets of Zinifex (nor those of Oxiana); and — continue the employment of Zinifex’s present employees (and those of Oxiana).

87 8.5 Director profiles of the Merged Group Board Details of the Directors who will comprise the Merged Group Board are set out below.

Barry L Cusack Chairman (currently Chairman of the Oxiana Board), BE(Hons), M.Eng.Sci., FTSE, FAusIMM, FAIM, MAICD Experience and expertise Mr Cusack is the retired managing director of Rio Tinto Australia (1997–2001) and is currently a non- executive director of Toll Holdings Limited, MacMahon Holdings Limited and Future Directions International. Mr Cusack also held the position of chairman of Coal and Allied Limited (1997–2001), Bougainville Copper Limited (1997–2003) and ERA Limited (2000–2002), was a director of Smorgon Steel Group Limited (2002-2007) and is a past president of the Minerals Council of Australia (2001–2003). Mr Cusack is an Honorary Life Member of the Chamber of Minerals and Energy of Western Australia Inc. Other current ASX listed entity directorships Non-executive director of MacMahon Holdings Limited (since 2002), non-executive director Toll Holdings Limited (since October 2007). Proposed special responsibilities Chairman of the Merged Group Board.

Andrew Michelmore managing Director and Chief Executive Officer (currentlyM anaging Director and Chief Executive Officer of Zinifex) BE (Chem), MA (Oxon.), FIE Aust., FIChemE, FTSE, MAICD Experience and expertise Mr Michelmore commenced with Zinifex as managing director and chief executive officer on 1 February 2008, upon his return from two years working in London and Russia as chief executive officer of EN+ Group. Mr Michelmore has more than 27 years experience in the metals and mining industry. He spent 12 years at WMC where he was chief executive officer and prior to that, held senior roles in the company’s nickel, gold, alumina, copper, uranium and fertiliser businesses. Mr Michelmore joined CRA in 1981, leading to a position as general manager of Nilcra Ceramics Pty Ltd in 1985. He held the position of General Manager of Nabalco Pty Ltd, the Gove Joint Venture from 1989 to December 1992 and also held the concurrent position of Chief Executive Officer of Swiss Aluminium Australia from 1991. He commenced his career with ICI Australia in 1975. He is also a member of the board and executive committee of the International Zinc Association (to be officiated in October 2008), Council Member of the International Council of Mining & Metals, and member of the Business Council of Australia, and a director of the Minerals Council of Australia. Other current ASX listed entity directorships None. Proposed special responsibilities Managing Director and Chief Executive Officer of the Merged Group.

Ronald H Beevor independent Non-Executive Director (currently a Director of Oxiana), B.A. (Hons) Experience and expertise Mr Beevor is a former investment banker and was head of investment banking at NM Rothschild & Sons (Australia) Limited between 1997 and 2002. He has had an extensive involvement with the natural resources industry, both in Australia and overseas. Other current ASX listed entity directorships Non-executive director Bendigo Mining Limited (since 2002), chairman EMED Mining Public Limited (non-executive director since 2004). Proposed special responsibilities Audit and Finance Committee; Remuneration and Nomination Committee.

88 Profile of the Merged Group Peter W Cassidy independent Non-Executive Director (currently a Director of Zinifex), BSc (Eng), PhD, DIC, ARSM, CEng, FAusIMM, FIMM, FAICD Experience and expertise Dr Cassidy has 35 years of experience in the resource sector, both in Australia and internationally. He was chief executive officer of Goldfields Ltd from 1995 until its merger with Delta Gold in January 2002 to form Aurion Gold Limited. He remained a director of Aurion Gold until January 2003. Prior to 1995, he was Executive Director – Operations of RGC Limited. He was also a director of Oxiana from 2002 to 2007 and a former chairman of Sino Gold Mining Ltd. Other current ASX listed entity directorships Chairman of Allegiance (since 1 April 2008) and non-executive director of Energy Developments Ltd (since April 2003), Lihir Gold Ltd (since January 2003) and Sino Gold Mining Ltd (since October 2002). Proposed special responsibilities Audit and Finance Committee; Compliance Committee.

Michael A Eager independent Non-Executive Director (currently a Director of Oxiana), BE (Mining), FAusIMM Experience and expertise Mr Eager is a mining engineer with more than 40 years experience covering a wide range of mining operations and exploration and development activity. He retired from the position of managing director of Aberfoyle Limited in 1998, as director of MIM Holdings and Austminex NL in 2003, and the Australasian Institute of Mining and Metallurgy (AusIMM) in 2004. Mr Eager recently concluded his term as a director and deputy chairman of the Australian Nuclear Science Technology Organisation (ANSTO), positions he held since 2002. His term as deputy chairman concluded on 29 February 2008 and from 1 March 2008 he ceased to be a director of ANSTO. Other current ASX listed entity directorships None. Proposed special responsibilities Compliance Committee.

Owen L Hegarty independent Non-Executive Director (currently, Managing Director and Chief Executive Officer of Oxiana), BEc(Hons), FAusIMM Experience and expertise Mr Hegarty has over 35 years direct experience in the mining industry, including 24 years with the Rio Tinto Group where from 1988 to 1993 he was managing director of Rio Tinto’s copper and gold mining and smelting business unit. Mr Hegarty became managing director of Oxiana in 1995. Mr Hegarty is deputy chairman of the Minerals Council of Australia and is a fellow of the Australasian Institute of Mining and Metallurgy (AusIMM). Mr Hegarty was awarded the 2005 AusIMM Institute Medal for his leadership and achievements in the mining industry. Other current ASX listed entity directorships Non-executive director Range River Gold Limited (since 1994). Proposed special responsibilities Integration Committee (Chair).

Brian Jamieson independent Non-Executive Director (currently a Director of Oxiana), FCA Experience and expertise Mr Jamieson was chief executive of Minter Ellison Melbourne from 2002–2005. He retired as chief executive of Minter Ellison on 31 December 2005. Prior to joining Minter Ellison, he was with KPMG and its antecedent firms for over 30 years. During his time at KPMG, Mr Jamieson held the position of chief executive officer Australia from 1998–2000; managing partner of KPMG Melbourne and southern regions from 1993–1998 and chairman of KPMG Melbourne from 2001–2002. He was also a KPMG board member in Australia and Asia Pacific and a member of the KPMG USA management committee. Mr Jamieson is a fellow of The Institute of Chartered Accountants in Australia.

89 Other current ASX listed entity directorships Non-executive chairman Mesoblast Limited (since November 2007), non-executive director of Sigma Pharmaceuticals Limited (since 2005) and Tattersall’s Limited (since 2003) Proposed special responsibilities Audit and Finance Committee; Compliance Committee; Integration Committee.

Richard Knight independent Non-Executive Director (currently a Director of Zinifex), MSc (Eng), DIC, ARSM, CEng, FAICD, MAusIMM, MCIM Experience and expertise Mr Knight is a mining engineer with more than forty years experience, both in Australia and internationally. He has previously been chief executive officer of Energy Resources of Australia Limited, an executive director of North Limited, managing director of Inco Australia Management Pty Ltd and a non-executive director of St Barbara Mines Ltd from May 2005 to December 2006. He is currently the non executive chairman of Heuris Partners, a Melbourne-based advisory and strategic planning practice. Other current ASX listed entity directorships Non-executive director of Newcrest Mining Limited (since February 2008). Proposed special responsibilities Compliance Committee.

Anthony C Larkin independent Non-Executive Director (currently a Director of Zinifex), FCPA, FAICD Experience and expertise Mr Larkin was executive director – finance of Orica Limited from 1998 to 2002. Prior to that, he had a successful career with BHP spanning 39 years, during which he held various senior finance executive roles including Group general manager finance, BHP Minerals, for seven years and corporate treasurer. In 1993, he was seconded to the position of chief financial officer of Foster’s Brewing Group until 1997. He was chairman of Ausmelt Ltd from 2004 to 2007. Other current ASX listed entity directorships Non-executive director of Corporate Express Australia Limited (since July 2004), Incitec Pivot Ltd (since May 2003) and Eyecare Partners Limited (since August 2007). Proposed special responsibilities Audit and Finance Committee (Chair); Remuneration and Nomination Committee; Integration Committee.

Peter J Mansell independent Non-Executive Director (currently Chairman of the Zinifex Board), BCom, LLB, FAICD Experience and expertise Mr Mansell has a broad range of experience in the management, direction, development and governance of listed entities. He was a corporate and resources partner in the law firm Freehills from 1988 until February 2004. At various times, he has been the Freehills national chairman, managing partner of the Perth office and a member of the national board. He is a fellow of the Australian Institute of Company Directors. He was president of its Western Australian division in 2002 to 2003 and sat on the national board of that body during his presidency. He was previously a non-executive director of Hardman Resources (from May 2006 to December 2006), Tethyan Copper Company Limited (from February 2005 to May 2006) and Foodland Associated Limited (from October 2003 to November 2005), and chairman of JDV Limited (December 2001 to August 2005). He is also a director of Nyrstar NV.

Other current ASX listed entity directorships Chairman of West Australian Newspapers Holdings Limited since November 2006 having been a director since September 2001 and chairman of ThinkSmart Limited (since April 2007), non-executive director of Great Southern Plantations Limited (since November 2005), and Bunnings Property Management Limited, which is the responsible entity of Bunnings Warehouse Property Trust (since June 1998). Proposed special responsibilities Remuneration and Nomination Committee (Chair).

90 Profile of the Merged Group Dean A Pritchard independent Non-Executive Director (currently a Director of Zinifex), BE, FIE Aust, CP Eng, FAICD Experience and expertise Mr Pritchard is a civil engineer with over 30 years experience in the engineering and construction industry. He was chief executive officer of Baulderstone Hornibrook from 1991 to 1997. He was chairman of ICS Global Limited from 1999 to 2007. Other current ASX listed entity directorships Non-executive director of Spotless Group Limited (since May 2007) and OneSteel Ltd (since October 2000). He is also chairman of Steel & Tube Holdings Limited (since May 2005), which is a New Zealand subsidiary of OneSteel Ltd. Proposed special responsibilities Compliance Committee (Chair).

8.6 Management of the Merged Group Details of the proposed Members of the Executive Committee of the Merged Group are set out below:

Andrew Michelmore – Chief Executive See section 8.5 for details of Mr Michelmore’s qualifications and background.

Brett Fletcher – Chief Operating Officer, Australia beng (Mining) Brett was appointed Chief Operations Officer at Zinifex in April 2007. He commenced his career in the mining industry in 1989 at Broken Hill, New South Wales where as a qualified mining engineer he held various technical and management roles. Prior to his appointment as Chief Operating Officer he has held general manager positions at Rosebery Mine, Century Mine and the Hobart Smelter. He is also a Director of Allegiance.

Peter Albert – executive general manager, asia bsc (Hons), MBA (Executive), MAusIMM, MIM (London) C.Eng. Peter joined Oxiana in 2000, and as Executive General Manager Asia for Oxiana, he has responsibility for Oxiana’s businesses in South East Asia. He is Managing Director of Lane Xang Minerals Limited (the Lao PDR operating company of Oxiana), and President Director of PT Agincourt. He is a metallurgist with over 25 years’ experience in project management, general management and operations management in mining and minerals processing in Australia, Africa and Asia. He joined Oxiana from Fluor Daniel where he held the position of General Manager Projects. Prior to this, he worked with Billiton (Australia) Pty Ltd, Davy John Brown Pty Ltd and JCI Limited in South Africa.

Chief Financial Officer An executive search firm has been retained to conduct an extensive search to identify and assess the best candidate for the role of Chief Financial Officer. Internal and external candidates are being considered as part of this process.

Antony Manini – Executive General Manager, Exploration BSc (Hons), FAusIMM, FSEG Tony joined Oxiana in 2001 and is currently responsible for the strategic direction and management of Oxiana’s global exploration portfolio and resource inventory. He is a geologist with over 20 years’ mineral exploration and evaluation experience across a broad range of commodities in South East Asia and Australia. Prior to joining Oxiana he held a variety of technical, commercial and management positions with the Rio Tinto Group and was closely involved with the Sepon Project, Laos from its inception.

91 John Nitschke – Executive General Manager Projects and technical services BEng (Hons), MSc, DIC (London), FAusIMM, GAICD John joined Oxiana in early 2005, originally as General Manager of Prominent Hill. In his current role, as EGM Australia at Oxiana, he is responsible for the management of the Australian based businesses. He is a mining engineer with over 30 years’ experience in the resources industry. His extensive experience includes operations and project management of both surface and underground mines for MIM Holdings Limited and Agnew, optimisation of several projects for Normandy Mining Limited and providing high level technical and management support to operations and studies in Australia, and overseas.

Peter Lester – Executive General Manager, Business Development BEng (Mining – Hons), MAusIMM Peter joined Oxiana in 2002, and as EGM Corporate Development, he is responsible for strategic planning generating new business and development opportunities and external relations activities for Oxiana. He is a mining engineer with extensive experience in senior operating, development and corporate roles with Newcrest Mining Limited, North Limited, CRA Limited and MIM Holdings Limited. His activities have covered Australia, Asia and the Americas, and he has also spent several years in the financial services sector. He is a non-executive Director of Toro Energy Limited.

Jill Lever – Executive General Manager, Human Resources BA (Hons) Jill joined Zinifex as General Manager Human Resources in September 2007. She was previously Head of People Capital, Esanda Finance Corporation Limited. She has over 20 years of international experience in human resources with the Shell Group of companies, where her roles included Regional Manager Oceania, Human Resources Manager for Shell Prospecting & Development in Peru, and Human Resources General Manager for Shell Egypt. She also spent two years as Personnel Manager working for Voluntary Services Overseas in London.

Francesca Lee – Company Secretary and General Counsel BCom, LLB (Hons), LLM, Grad. Dip. CSP, ACIS Francesca was appointed to the role of General Counsel and Company Secretary at Zinifex in March 2004. She has over 20 years’ experience as a corporate lawyer in the resources industry. Prior to joining Zinifex, she was a Group Counsel at BHP Billiton Limited and has also held a number of senior positions at Rio Tinto Limited including General Manager Internal Audit and Group Counsel, and was Vice President of Structured Finance at Citibank Limited. Francesca is also the Company Secretary of Alllegiance and a Board member of the Metropolitan Waste Management Group, a Victorian statutory authority.

Bruce Loveday – Executive General Manager, Business Support BEc FAICD Bruce was appointed to the role of GM External Relations for Oxiana in March 2007 following a period at Smorgon Steel Limited where he was responsible for Government Relations, Media, Public Affairs and Strategic Communications. He has over 25 years of experience in the financial markets, covering funds management, institutional stock broking, asset consulting and corporate banking. He was also Course Leader and Lecturer in Economics in the Bachelor of Business (Banking & Finance) program at Chisholm Institute of Technology (now part of Monash University). He was a director of The Australasian Investor Relations Association from 2004 until 2007.

92 Profile of the Merged Group 8.7 Risks factors relating to the Merged Group and an investment in New Shares Risk factors relating to the Merged Group and an investment in New Shares (including risks relating to the integration of Zinifex and Oxiana) are discussed in section 9.

8.8 Pro forma historical financial information financial profile of the Merged Group The Merged Group pro forma historical financial information comprises the following: — Pro forma historical condensed income statement and statement of operating cash flows before financing activities and tax and after capital expenditure for the year ended 31 December 2007, which has been prepared by aggregating: — Zinifex pro forma historical condensed income statement and statement of operating cash flows before financing activities and tax and after capital expenditure for the year ended 31 December 2007; — Oxiana historical condensed income statement and pro forma historical statement of operating cash flows before financing activities and tax and after capital expenditure for the year ended 31 December 2007; and — relevant pro forma acquisition accounting adjustments required to present the Merged Group. — Pro forma historical balance sheet as at 31 December 2007, which has been prepared by consolidating the: — Zinifex pro forma historical balance sheet (including Allegiance as stated in section 6.6(b)(iv)) as at 31 December 2007; — Oxiana historical balance sheet as at 31 December 2007; and — relevant acquisition accounting adjustments required to present the Merged Group. Each of Zinifex and Oxiana has given careful consideration as to whether a reasonable basis exists to produce reliable and meaningful forecast financial information. The Zinifex and Oxiana Directors have each concluded that forecast financial information would be misleading to provide, as a reasonable basis does not exist for providing forecasts that would be sufficiently meaningful and reliable as required by applicable law, policy and market practice. The financial performance of each member of the Merged Group in any period will be influenced by various factors that are outside the Zinifex and Oxiana Directors’ control and that cannot, at this time, be predicted with a high level of confidence. In particular, the financial performance of these companies will be materially affected by: — prevailing prices over a range of commodities, particularly zinc, copper, gold and lead which are subject to material change from time to time; — prevailing exchange rates, especially the A$:US$ exchange rate, which are subject to material change from time to time; — the timing of a number of ongoing development and expansion projects and the level of production from those projects; — costs, in particular costs related to skilled employees and contractors, which are subject to material change given the highly competitive status of the market for technically skilled human resources within the mining industry at the present time; and — costs relating to mining supplies and equipment and energy costs.

93 Zinifex and Oxiana note that neither company has an established practice of issuing forecasts for financial performance, in keeping with the considerations above. The companies have provided an indicative range of forecast production for their existing operations in the past. In addition, where new developments are due to commence production in the near future, both companies have given an indication of likely production and timing. Accordingly, forecast production for the Avebury and Prominent Hill mines, both of which are expected to commence production in 2008, has been included. (i) Merged Group pro forma historical financial information Basis of preparation The Merged Group pro forma historical financial information is provided for illustrative purposes and is prepared on the assumption that the Merger had occurred on 31 December 2007. The Merged Group pro forma historical financial information has been prepared in accordance with the recognition and measurement principles of AASBs, together with pro forma adjustments to reflect the Merger, and in accordance with Oxiana’s accounting policies, as set out in the annual financial report of Oxiana for the year ended 31 December 2007. The Merged Group historical financial information has been presented in an abbreviated form insofar as it does not contain all the disclosures required by the AASBs applicable to annual financial reports usually provided in an annual report prepared in accordance with the Corporations Act. KPMG Transaction Services (Australia) Pty Ltd has reported on the Merged Group pro forma historical financial information, in an Investigating Accountant’s Report which has been included in section 11. Shareholders should note the comments made in relation to the scope and limitations of its report. Acquisition accounting The terms of the proposed Merger reflect a ‘merger of equals’ with the Merged Group to be owned approximately 50 per cent by Oxiana and Zinifex Shareholders respectively. Zinifex Shareholders will receive 3.1931 New Shares for each Zinifex Share they own. AASBs require the Merger to be accounted for as an in substance acquisition, with Oxiana deemed to be the acquirer. Acquisition accounting will be applied in accordance with AASB 3 Business Combinations. The revised AASB 3 Business Combinations (March 2008) has not been early adopted. The cost of the proposed Merger will be measured as the fair value of the shares issued at the date of exchange plus costs directly attributable to the acquisition. Additionally, the provisional fair values of assets, liabilities and contingent liabilities recognised on acquisition are their estimated fair values at the date of acquisition. AASBs permit up to 12 months for provisional acquisition accounting to be finalised following the acquisition date if subsequent information provides better evidence of the items fair value at the date of acquisition. The provisional financial information relating to the proposed Merger together with relevant comments is provided opposite:

94 Profile of the Merged Group Table 1 Provisional merger acquisition accounting

Provisional fair value adjustments values g values

arryin ost of ost of liability x hts lant and ember 2007 c ember g p e ro forma forma ro ayables x p ment erty, p quisition ineral ri eferred ta ther p ther ssets c lassified onsolidated c onsolidated c Provisional c Provisional a Zinife I nventories A c D 31 as at saleas for held Pro equi p O M D A$ million value fair Provisional sub-total adjustments value fair Provisional (a) (b) (c) (d) (e) (f) (g) (h) (c to h) Provisional cost of acquisition Assumed total equity issued 4,959.7 –––––––– 4,959.7 Estimated transaction costs 43.0 –––––––– 43.0 5,002.7 –––––––– 5,002.7 Provisional allocation of cost of acquisition Cash and cash equivalents – 1,373.7 ––––––– 1,373.7 Trade and other receivables – 190.2 ––––––– 190.2 Inventories – 121.9 85.8 ––––– 85.8 207.7 Financial assets – 1.9 ––––––– 1.9 Current tax receivable – 30.9 ––––––– 30.9 Prepayments – 9.6 ––––––– 9.6 Assets classified as – 215.2 – (44.9) –––– (44.9) 170.3 held for sale Investments – 8.1 ––––––– 8.1 Property, plant and – 1,969.1 –– 321.0 – 205.6 – 526.6 2,495.7 equipment Intangible assets – 698.8 –––– 372.5 (220.0) 152.5 851.3 Deferred tax assets – 262.5 ––––––– 262.5 Retirement benefit assets – 0.8 ––––––– 0.8 Trade and other payables – (177.1) ––– 24.5 –– 24.5 (152.6) Current tax payable – (102.0) ––––––– (102.0) Provisions – (146.7) ––––––– (146.7) Financial liabilities – (1.6) ––––––– (1.6) Interest bearing liabilities – (140.2) ––––––– (140.2) Deferred tax liabilities – (505.6) – 32.3 196.9 –– 220.0 449.2 (56.4) Other liabilities – (0.5) ––––––– (0.5) – 3,809.0 85.8 (12.6) 517.9 24.5 578.1 – 1,193.7 5,002.7

95 (a) As outlined in section 5.2, if the Scheme is implemented, Oxiana will provide Zinifex Shareholders with 3.1931 New Shares for each Zinifex Share held. For the purpose of presenting the Merged Group pro forma historical financial information, the value of each New Shares issued has been calculated based on Oxiana’s 10 day volume weighted average price to 9 April 2008, being the last practical date before this document was lodged for registration with ASIC on 14 April 2008, of $3.19. Based on this assumption total equity issued will be $4,959.7 million. if the Scheme becomes Effective, the value of the equity recognised will be based on the Oxiana Share price on the date of acquisition. To the extent the Oxiana Share price changes in the period to acquisition, the cost of acquisition, and accordingly the value of intangible assets (which include mineral rights) acquired, will change. The estimated transaction fees of $43.0 million incurred that are directly related to the business combination, including fees payable to advisors, will be capitalised on acquisition date in accordance with AASBs. (b) For the purpose of presenting the Merged Group pro forma historical financial information, Zinifex’s pro forma consolidated identifiable assets, liabilities and contingent liabilities have been measured at their provisional fair values. The provisional fair value of Zinifex’s identifiable assets, liabilities and contingent liabilities when the proposed Merger proceeds will be determined based on their respective fair values at the date of acquisition and therefore it is possible that the provisional fair values of Zinifex’s identifiable assets, liabilities and contingent liabilities will vary from those shown in table 1 above. (c) An adjustment of $85.8 million has been made to reflect the fair value of Zinifex’s inventories at 31 December 2007. (d) Zinifex’s investment in assets classified as held for sale has been reduced by $44.9 million to reflect its fair value based on the quoted market price at 9 April 2008. Due to the tax consolidation uplifts on the tax base of this asset upon the Merger, the historical deferred tax liability of $32.3 million has been reversed. (e) An adjustment of $321.0 million has been made to reflect the fair value of Zinifex’s property, plant and equipment. Due to the tax consolidation uplifts on the tax base of property, plant and equipment upon the Merger, the historical deferred tax liability of $196.9 million has been reversed. (f) An adjustment of $24.5 million has been made to reduce Zinifex’s other payables to its fair value. (g) Mineral rights of $578.1 million have been recognised, with $205.6 million of this amount classified as property, plant and equipment and $372.5 million classified as intangible assets. In accordance with AASBs, mineral rights relating to operations at a pre-development stage of production are classified as intangible assets and those mineral rights relating to operations at a development stage or in production are classified as property, plant and equipment. (h) Upon the merger, Zinifex and its wholly owned subsidiaries will become members of Oxiana’s Australian tax consolidated group. When this occurs, the tax cost base of Zinifex’s underlying assets including mineral rights will be reset in accordance with Australian tax consolidation rules. It is expected that the reset capital tax base of mineral rights will approximate their accounting fair value and accordingly, the deferred tax liability of $220.0 million relating to mineral rights in the Zinifex group arising on the Allegiance acquisition has been reversed and adjusted against goodwill. The initial determination of mineral rights and other assets and liabilities, including intangible assets, related to the Merger will be reported as provisional fair values with adjustments made to finalise these values within 12 months of the acquisition date. At the date of this document, it is not possible to determine the final transaction consideration. As a result, the actual determination of mineral rights may change which could result in recognition of a goodwill balance. The mineral rights balance recognised will be subject to ongoing impairment testing. Should an impairment be identified, the resulting impact on earnings could be significant. The depreciation of mining assets, including acquired mineral rights, commences when the mine starts commercial production. To the extent goodwill is recognised, it will also be subject to annual impairment testing. Depreciation of mining property and development assets, including mineral rights, and mine rehabilitation assets is calculated on the basis of units of mine production. Depreciation is based on assessments of proven and probable reserves and a proportion of resources available to be mined by the current production equipment to the extent that such resources are considered to be economically recoverable. The resulting adverse impact on earnings from the increase in depreciation due to allocation of part of the provisional acquisition purchase price to mineral rights will be significant.

96 Profile of the Merged Group (ii) Consistency and application of accounting policies The accounting policies of the Merged Group used to prepare the pro forma financial information are based on the accounting policies of Oxiana as disclosed in its 2007 annual financial report. Zinifex has conducted a review of its accounting policies to align them with Oxiana’s accounting policies. The financial impact of adjustments to Zinifex’s accounting policies to align with Oxiana’s accounting policies has been assessed and determined as not significant, other than the reclassification of Zinifex foreign exchange gains to ‘Other Income’, which had been historically netted off against foreign exchange losses. This has no impact on pro forma historical net profit after tax. Accordingly, no adjustments for accounting policy alignment have been made to the Merged Group pro forma historical financial information except for the reclassification of foreign exchange gains. Differences exist in the functional currency employed for each of Zinifex’s and Oxiana’s various operations. Functional currency has been assessed on an individual entity basis and determined based on the particular circumstances of each entity. While an adjustment is not required to the Merged Group pro forma historical financial information, functional currency will need to be reassessed if there are any changes to the circumstances of Zinifex and/or Oxiana entities following the proposed Merger. A comprehensive review of the application of accounting policies will be undertaken after completion of the Merger to ensure complete consistency for future financial reports. (iii) Merged Group pro forma historical condensed income statement Presented below is the Merged Group pro forma historical condensed income statement for the year ended 31 December 2007:

Table 2 Merged Group pro forma historical condensed income statement

Year ended Pro forma 31 December 2007 Zinifex Oxiana Pro forma Merged A$ million Pro forma Actual Adjustments Group Revenue 1,575.4 1,097.4 – 2,672.8 Other income 4.3 72.6 124.3 201.2 Operating expenses (633.9) (574.9) (124.3) (1,333.1) Ebitda 945.8 595.1 – 1,540.9 Depreciation and amortisation (256.1) (101.2) – (357.3) Ebit 689.7 493.9 – 1,183.6 Net financing income / (costs) 34.5 (18.1) – 16.4 Income tax expense (199.0) (151.3) – (350.3) Net profit after tax from 525.2 324.5 – 849.7 continuing operations

97 Pro forma adjustments — The foreign exchange gain of $124.3 million for Zinifex has been reclassified from operating expenses to ‘Other Income’ in accordance with the way in which Oxiana presents financial information. This amount was historically netted off against foreign exchange losses by Zinifex. — No additional accounting adjustments were required to present the Merged Group pro forma historical condensed income statement As set out in section 8.8, the Zinifex and Oxiana Directors have determined not to provide forecast financial information. As a consequence, no adjustments have been made in the Merged Group pro forma historical condensed income statement for the impact of the provisional fair value adjustments as set out in this section 8.8(iii). The impact on future annual depreciation and amortisation expenses arising from the provisional increase in the value of property, plant and equipment, and from the recognition of mineral rights, will vary over the lives of the underlying assets, and will be significant. The impact on operating expenses arising from the provisional fair value adjustments made in relation to inventories could be significant. The cost of the Merger includes assumed transaction costs of $43.0 million which have been capitalised as part of the acquisition cost. As these costs form part of the cost of acquisition and are non-recurring in nature, they do not impact the pro-forma historical condensed income statement. The historical net financing income / (costs) and income tax expense are not indicative of future amounts due to different gearing and tax profile of the Merged Group. (iv) Merged Group pro forma historical statement of operating cash flows before financing activities and tax and after capital expenditure Presented below is the Merged Group pro forma historical statement of operating cash flows before financing activities and tax and after capital expenditure for the year ended 31 December 2007:

Table 3 Merged Group pro forma historical statement of operating cash flows before financing activities and tax and after capital expenditure

Year ended Pro forma 31 December 2007 Zinifex Oxiana Merged A$ million Pro forma Pro forma Group EBITDA 945.8 595.1 1,540.9 Changes in working capital 51.0 2.4 53.4 Capital expenditure (367.5) (699.1) (1,066.6) Net operating cash flows before financing 629.3 (101.6) 527.7 activities and tax and after capital expenditure

Pro forma adjustments — No acquisition accounting adjustments were required to present the Merged Group pro forma historical statement of operating cash flows before financing activities and tax and after capital expenditure. The cost of the Merger includes assumed pre-tax transaction costs of $43.0 million which have been capitalised as part of the acquisition cost. However, as these costs form part of the cost of acquisition and are non-recurring in nature, they do not impact the pro forma historical statement of operating cash flows before financing activities and tax and after capital expenditure.

98 Profile of the Merged Group (v) merged Group pro forma historical balance sheet Presented below is the Merged Group pro forma historical balance sheet at 31 December 2007:

Table 4 Merged Group pro forma historical balance sheet Pro forma As at 31 December 2007 Zinifex Oxiana Pro forma Merged A$ million Pro forma Actual Adjustments Group Cash and cash equivalents 1,373.7 246.1 (43.0) 1,576.8 Trade and other receivables 183.2 111.7 – 294.9 Inventories 121.9 88.1 85.8 295.8 Financial assets 1.2 0.4 – 1.6 Current tax receivable 30.9 – – 30.9 Prepayments 9.6 5.7 – 15.3 Assets classified as held for sale 215.2 – (44.9) 170.3 Total current assets 1,935.7 452.0 (2.1) 2,385.6 Trade and other receivables 7.0 1.6 – 8.6 Available for sale financial assets – 38.5 – 38.5 Investments 8.1 148.3 (60.0) 96.4 Property, plant and equipment 1,969.1 1,739.7 526.6 4,235.4 Intangible assets 698.8 46.8 152.5 898.1 Deferred tax assets 262.5 0.5 – 263.0 Financial assets 0.7 – – 0.7 Retirement benefit assets 0.8 – – 0.8 Total non-current assets 2,947.0 1,975.4 619.1 5,541.5 Total assets 4,882.7 2,427.4 617.0 7,927.1 Trade and other payables 177.1 141.2 (24.5) 293.8 Interest bearing liabilities 98.8 154.4 – 253.2 Current tax payable 102.0 101.7 – 203.7 Provisions 14.4 14.1 – 28.5 Financial liabilities 0.4 1.6 – 2.0 Total current liabilities 392.7 413.0 (24.5) 781.2 Interest bearing liabilities 41.4 266.4 – 307.8 Deferred tax liabilities 505.6 119.7 (449.2) 176.1 Provisions 132.3 58.5 – 190.8 Financial liabilities 1.2 4.5 – 5.7 Other non-current liabilities 0.5 – – 0.5 Total non-current liabilities 681.0 449.1 (449.2) 680.9 Total liabilities 1,073.7 862.1 (473.7) 1,462.1 Net assets 3,809.0 1,565.3 1,090.7 6,465.0 Issued capital, net of treasury shares 890.0 1,054.1 4,069.7 6,013.8 Reserves 5.2 (97.2) (5.2) (97.2) Retained earnings 2,913.8 566.1 (2,973.8) 506.1 Total equity before minority interest 3,809.0 1,523.0 1,090.7 6,422.7 Minority interest – 42.3 – 42.3 Total equity 3,809.0 1,565.3 1,090.7 6,465.0

99 Pro forma adjustments The Zinifex and Oxiana Directors have made the following adjustments to the pro forma historical balance sheet presented above when preparing the Merged Group pro forma historical balance sheet:

Table 5 Merged Group pro forma Adjustments

x ost ro ro c p quisition quisition c c everse Zinife re-a nvestments Provisional of a R $A million p equity Provisional fair adjustments value Pro forma adjustments to I Provisional forma adjustments

(a) (b) (c) (d) Cash and cash equivalents (43.0) – – – (43.0) Inventories – – 85.8 – 85.8 Assets classified as held for sale – – (44.9) – (44.9) Investments – – – (60.0) (60.0) Property, plant and equipment – – 526.6 – 526.6 Intangible assets – – 152.5 – 152.5 Trade and other payables – – 24.5 – 24.5 Deferred tax liabilities – – 449.2 – 449.2 Issued capital (4,959.7) 890.0 – – (4,069.7) Reserves – 5.2 – – 5.2 Retained earnings – 2,913.8 – 60.0 2,973.8 Total (5,002.7) 3,809.0 1,193.7 – –

(a) The provisional cost of acquisition pro forma adjustment is explained in section 8.8 in table 1, column (a). (b) The pre-acquisition issued capital, reserves and retained earnings of Zinifex are reversed on consolidation. (c) The provisional fair value adjustments are explained in section 8.8 in table 1, column (c) to (h). (d) An adjustment of $60.0 million, has been made to provide for impairment in the carrying value of Oxiana’s investment, which has been accounted for using the equity method, to reflect market conditions as at 9 April 2008. In the event that this investment remains impaired, Oxiana will be required to consider and, if appropriate, recognise this impairment in its results reported for the six months ending 30 June 2008.

100 Profile of the Merged Group 9. Potential Risk Factors

101 9.1 Introduction If the Scheme is implemented, there will be a change in the risk profile to which Zinifex Shareholders are exposed. Zinifex Shareholders are currently exposed to various risks as a result of their investment in Zinifex. If the Scheme is approved, Zinifex will merge its businesses with those of Oxiana and Zinifex Shareholders will receive New Shares. As a consequence, Zinifex Shareholders would be exposed to risks factors relating to Oxiana, and to certain additional risks relating to the Merged Group and the integration of the two companies. These include risks relating to the operation of a broader suite of assets than Zinifex currently operates. In a number of cases, those risks are different from or additional to those faced by Zinifex Shareholders currently. As set out in section 2.1, the greater diversification of assets (and the resulting improved risk profile) that would arise from the Merger is one of the perceived strategic advantages of the Merger. Nevertheless, the change in risk profile may be seen to be a disadvantage by some Zinifex Shareholders. This section 9 discusses the risk factors relating to Zinifex, Oxiana and the Merged Group. Zinifex Shareholders are encouraged to read this section in its entirety. It is also important to note that certain risks will apply if the Scheme does not proceed. These are discussed in section 9.6.

9.2 Important information about the risks identified in this document The risks identified in this document are not exhaustive, and no assurances or guarantees of future performance of, profitability of, or payment of dividends by, Zinifex, Oxiana or the Merged Group are given. This document does not take into account the investment objectives, financial situation, particular needs or risk profiles of individual Zinifex Shareholders. It is important that Zinifex Shareholders carefully read this document in its entirety, consider their personal circumstances (including financial and taxation issues and their own risk profiles) and seek independent professional advice before deciding whether to vote in favour of the Scheme.

9.3 Risk factors relating to the businesses of Zinifex and Oxiana, and which will therefore relate to the businesses of the Merged Group The following risk factors are relevant to each of Zinifex and Oxiana as stand-alone entities. Accordingly, they will also be relevant to the Merged Group if the Merger proceeds. a) General risk factors As with any entity whose securities are listed on the ASX, the operating and financial performance of Zinifex, Oxiana and the Merged Group is (or will be) influenced by a variety of general business cycles and economic conditions. Changes in business and economic factors, such as interest rates, exchange rates, inflation, changes in national demographics, changes in government fiscal, monetary and regulatory policy in Australia or overseas and changes to accounting or financial reporting standards, can be expected to impact on the businesses of Zinifex, Oxiana and the Merged Group, and the market price of Zinifex Shares, Oxiana Shares and (if the Merger proceeds) Merged Group Shares. Deterioration in general economic conditions may adversely affect the operating and financial performance of Zinifex, Oxiana and the Merged Group.

102 Potential Risk Factors In addition, the price at which applicable shares trade on the ASX may be affected by a range of external factors over which Zinifex, Oxiana and the Merged Group have no control. These risk factors include but are not limited to: — the risk factors described in the paragraph above; and — variations in the local and global market for listed companies and for mining and resources companies in particular. These factors may cause the price of Zinifex Shares, Oxiana Shares and (if the Merger proceeds) Merged Group Shares to fluctuate and trade above or below current or historical market prices. Some of these risks are discussed in more detail below: (i) Economic conditions economic conditions, both domestic and global, may affect the performance of Zinifex, Oxiana and the Merged Group. Adverse changes in such things as: — global and country-by-country economic growth and general economic conditions; — the level of inflation (including expectations regarding inflation); — interest rates (both domestic and international); — government policies (including fiscal, monetary and regulatory policies); and — general consumption and consumer spending, amongst others, are outside the control of Zinifex, Oxiana and the Merged Group and may result in material adverse impacts on their business and operating results. (ii) Share market conditions There are risks associated with an investment in shares quoted on a stock exchange. Share price movements can affect the value of any investment in Zinifex, Oxiana and the Merged Group. The value of Zinifex Shares, Oxiana Shares and (if the Merger proceeds) Merged Group Shares can be expected to fluctuate depending on a number of factors including movements in international and local stock markets, changes in the outlook for commodities (and, more specifically, zinc, copper, gold, silver, nickel and lead), inflation, interest rates, general economic conditions, changes in government fiscal, monetary and regulatory policies, investor perceptions as well as the performance of Zinifex, Oxiana or the Merged Group, including variations in their revenues and operating costs. These factors may cause Zinifex Shares, Oxiana Shares and (if the Merger proceeds) Merged Group Shares to trade below the current or historical market prices and may affect the income and expenses of Zinifex, Oxiana or the Merged Group. (iii) General legal and taxation matters Future earnings, asset values, and the relative attractiveness of Zinifex Shares, Oxiana Shares and (if the Merger proceeds) Merged Group Shares may be affected by changes in law and government policy in the jurisdictions in which Zinifex, Oxiana or the Merged Group operate, in particular changes to taxation laws. (iv) Interest rate risk Businesses that borrow money are potentially exposed to adverse interest rate movements that may affect the cost of borrowing, which in turn would impact on earnings, and increase the financial risk inherent in those businesses. Whilst this risk may be reduced through interest rate hedging, there is sometimes residual exposure. Alternatively, a substantial program of interest rate hedging may result in the lack of access to benefits of an interest rate reduction, impacting on the relative competitiveness of the business. b) Commodity price risk Zinifex, Oxiana and the Merged Group generate revenue from sales of commodities containing zinc, copper, gold, silver, nickel and lead. The prices for each commodity are determined predominantly by world markets, which are affected by numerous factors outside the control of Zinifex, Oxiana or the Merged Group. Historically, such commodity prices have been cyclical and volatile. Absent offsetting factors, significant and sustained adverse movements in these commodity prices may have a material impact on the ongoing financial performance and financial position of Zinifex, Oxiana or the Merged Group. In addition, Zinifex and Oxiana are exposed to commodity price risk arising from embedded derivatives in certain sales contracts containing a provisional price mechanism. Neither Zinifex nor Oxiana has entered into transactions that seek to hedge or mitigate their exposure to movements in these commodity prices with the exception of the matters noted below, and it is not currently intended that the Merged Group would enter into such transactions in the future.

103 At 31 December 2007, Oxiana had entered into put options (minimum price) for a portion of its gold production up to four years into the future to manage its exposure to price risk, as required by the Sepon Gold financing facility. The fair value of these options at 31 December 2007 was $58. c) Exchange rate and currency risk The assets, earnings and cash flows of Zinifex, Oxiana or the Merged Group are (or will be) influenced by movements in exchange rates, particularly movements in the US dollar. Zinifex Because Zinifex generates the majority of its revenues in US dollars and the majority of Zinifex’s costs are denominated in Australian dollars, appreciation of the Australian dollar against the US dollar without offsetting improvement in US dollar denominated commodity prices, could adversely affect Zinifex’s profitability and financial position. Zinifex has no currency hedging in place, and its current policy does not provide for any currency hedging transactions in the future. Allegiance Mining does have certain currency hedging in place as a condition of finance raised to fund the Avebury project. Oxiana Oxiana generates the majority of its revenues in US dollars, however as a significant proportion of Oxiana’s costs are denominated in Australia dollars, appreciation of the Australian dollar against the US dollar without the offsetting improvements in US dollar denominated commodity prices, could adversely affect Oxiana’s profitability and financial position. At 31 December 2007, Oxiana had entered into foreign currency put options for the exchange of US dollars into Australian dollars totalling US$90 million which had a fair value at that date of A$416,000. d) Operating risks The exploration, mining and processing operations of Zinifex, Oxiana and the Merged Group are (or will continue to be) subject to many risks and hazards, including industrial accidents, mine collapse, cave-ins or other failures relating to mine infrastructure, including tailings dams, periodic interruptions due to inclement or hazardous weather conditions, power interruption, critical equipment failure, fires, flooding and unusual or unexpected geological or mining conditions. Such risks could result in damage to applicable mines, personal injury, environmental damage, delays in mining or metal production, monetary losses and possible legal liability. In addition, Zinifex, Oxiana and the Merged Group are (or will be) dependent on a pipeline, railways and shipping to transport their ore, concentrate and metal, and any disruption to this transportation could have a material adverse effect on their operations. Zinifex, Oxiana and the Merged Group also have (or will have) exposure to movements in the prices charged by external suppliers, including those who supply inputs to their production, such as electricity, other energy providers and sea freight and transport service providers which are critical to their businesses, and movements in wages, royalties, taxes and other government charges relating to their mining operations. A significant increase in one or more of these cost items for a sustained period could have an adverse effect on financial performance. In addition, unforeseen adverse changes in quality or reductions in the quantity of supplies provided (or which will be provided) to Zinifex, Oxiana and the Merged Group by their external suppliers may also adversely affect the applicable operations in a significant way. e) Environmental laws and government regulations Due to the hazardous nature of ore mining processes, and the associated by-products, residues and tailings generated from these processes, all of the operations of Zinifex, Oxiana and the Merged Group are (or will be) subject to stringent environmental, safety and health laws and regulations. Some of the sites have been operating in their current capacity for relatively long periods of time and at times when environmental, safety and health laws and regulations were not as stringent as they are today. As a result, those sites have hazardous substances present and produce other by‑products, residues and tailings which are required to be treated, disposed or handled in accordance with the standards and procedures contained in current environmental, safety and health laws and regulations. In addition, environmental regulations and health guideline standards for certain products and by-products produced (or to be produced) by Zinifex, Oxiana and the Merged Group are generally becoming more onerous. Increased environmental regulation of their products and activities (including increased regulation deriving from government and community concerns in respect of climate change) or any changes to the environmental regulations they currently face could have an adverse effect on the Merged Group’s financial condition and results of operations.

104 Potential Risk Factors There is a risk that actions could be brought against Zinifex, Oxiana or the Merged Group alleging adverse effects of various substances on health or the environment in areas surrounding their sites. Closure of any of the mines or other operations of Zinifex, Oxiana or the Merged Group, whether at the end of their mine life or earlier, could trigger significant employee redundancy costs, closure and rehabilitation expense and other costs. Although estimates of these costs are reflected as provisions in applicable financial statements and, in some cases, have been the subject of cash deposits with government bodies which do not fully cover these amounts, the actual closure costs may turn out to be higher than estimated. In the event one or more of the relevant sites are closed earlier than anticipated, Zinifex, Oxiana or the Merged Group (as applicable) will be required to fund the closure costs on an expedited basis, which could have an adverse effect on their financial condition and results of operations. In addition, the risk exists that claims may be made arising from environmental remediation upon closure of one or more of their sites. Each of Oxiana and Zinifex is currently working, and it is intended that the Merged Group will work, with environmental authorities to review their operations to ensure compliance with evolving regulatory requirements or practices or, in some cases, to seek approvals or modifications to these requirements or practices. There is a risk that past, present or future operations have not met or will not meet environmental or related regulatory requirements and/or that the approvals or modifications Oxiana/Zinifex are currently seeking, or that the Merged Group may need to seek in the future, will not be granted. If Oxiana, Zinifex or the Merged Group is unsuccessful in these efforts or otherwise breaches these environmental requirements, it may incur fines or penalties, be required to curtail or cease operations and/or be subject to significantly increased compliance costs or significant costs for rehabilitation or rectification works, which have not been previously planned at one or more of its sites. There is also a risk that actions could be brought or clean-up orders made against Zinifex as a past owner in relation to the smelter assets that it has sold to Nyrstar. To the extent that such actions are brought or clean-up orders made, Zinifex has a right to be indemnified by Nyrstar. Zinifex, Oxiana and the Merged Group’s exploration and mining operations are (or will be) subject to extensive environmental laws and regulations. For example, environmental standards are imposed under the applicable agreements with the Lao Government, the applicable Contract of Work with the Indonesian Government and other laws and regulations and under finance approvals. f) Exploration and development risks Zinifex’s investments include exploration and development in Australia and Canada and exploration in Sweden, Tunisia, Mexico and China. Oxiana’s investments include exploration and development related to gold and silver in Indonesia (through the Martabe Project), the development of the Prominent Hill gold and copper project in Australia, and exploration and possible development of other projects in Australia and overseas. The Merged Group’s investments will include a combination of those of Zinifex and Oxiana. Exploration and development activities, may be affected by factors beyond the control of Zinifex, Oxiana or the Merged Group, including geological conditions, mineralisation, consistency and predictability of ore grades, commodity prices and the rights of the indigenous people on whose land exploration activities are undertaken. Unexpected geological or mining conditions, equipment or service failures, industrial relations, health and safety concerns and weather conditions may also adversely affect development of a mine. Furthermore, any discovery of a mineral deposit does not guarantee that the mining of that deposit would be commercially viable, with the size of the deposit, development and operating costs, commodity prices and recovery rates all being key factors in determining commercial viability. Zinifex, Oxiana or the Merged Group may also be exposed to risks associated with the financial failure or default by a participant in any of the exploration or development joint ventures or other contractual relationships to which it is, or may become, a party. It is not uncommon for new mining operations to experience unexpected problems and delays during development, construction and mine start-up, which can delay the commencement of mineral production. Accordingly, there is no assurance that the future exploration and development activities of Zinifex, Oxiana or the Merged Group will result in profitable mining operations. g) Estimates of Reserves and Resources While the Reserves of Zinifex and Oxiana are believed to be well established, Reserve estimates are necessarily imprecise and involve subjective judgements regarding the presence and grade of mineralisation and the ability to economically extract and process the mineralisation. Should Zinifex, Oxiana or the Merged Group encounter mineralisation or geological mining conditions at any of their mines or projects different from those predicted by historical drilling, sampling and similar examinations, mining plans may have to be altered in a way that might adversely affect its operations and reduce its Reserves. Should such reduction occur, material write-downs of its investment in mining properties and/or increased amortisation charges may be required.

105 Although the Reserve and Resource estimates for the existing mineral properties of Zinifex and Oxiana have been carefully prepared by them or, in some instances, have been prepared, reviewed or verified by independent mining experts or experienced mining operators, these amounts are estimates only and no assurance can be given that any particular level of recovery of minerals from the Reserves will in fact be realised or that an identified Resource will ever qualify as a commercially mineable (or viable) deposit that can be economically exploited. Estimates of Reserves, Resources and production costs can also be affected by such factors as environmental regulations, weather, unforseen technical difficulties, unusual and unexpected geological formations and work interruptions. Material changes in Reserves, grades, stripping ratios or recovery rates may affect the economic viability of projects. Reserves should not be interpreted as assurances of mine life or of the profitability of current or future operations. h) Financing risks General Securing funding for projects or other forms of financing for operations may depend on a number of factors, including commodity prices, interest rates, economic conditions, debt market conditions, share market conditions and country risk issues. Inability to obtain financing or refinancing or other factors could cause delays in developing properties or increase financing costs and, thus, adversely affect the financial condition and performance of Zinifex, Oxiana or the Merged Group. Oxiana and the Merged Group To fund the Prominent Hill and Golden Grove projects, Oxiana has secured financing under a loan note facility with a consortium of financial institutions of US$500 million and a US$140 million facility with the Royal Bank of Scotland and Australia and New Zealand Banking Group Limited. Refinancing of these facilities is planned to be completed by November 2008; but there can be no assurance that this will occur within that timeframe. i) Title risks Zinifex and Oxiana’s properties and mineral claims (whether held by or on behalf of Zinifex or Oxiana or by joint venturers) may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. Accordingly, other parties could possibly dispute Zinifex’s or Oxiana’s title to its mining rights and other interests. The risks described in section 9.3(q) apply to title to interests in foreign countries. Native title claims may exist over exploration and mining tenements held by Zinifex and Oxiana in Australia. The existence or declaration of native title may affect the existing or future activities of Zinifex and Oxiana and impact on their ability to develop projects and their operational and financial performance. Zinifex Zinifex believes that it must be a welcome and valued member of the communities in which it operates and must consult with, listen and respond openly to its neighbours. Zinifex’s Century Mine operates under a unique tripartite agreement between Zinifex, the Queensland government and the local indigenous people. The terms of the applicable Gulf Communities Agreement require it to provide these local communities with certain benefits. If Zinifex is unable to provide these benefits or a local community group perceives that Zinifex is not appropriately meeting its obligations under the Gulf Communities Agreement, such community group may seek to take action either through legal or judicial channels or through other activities that could impact Zinifex’s ability to effectively operate the Century mine. Oxiana Oxiana Prominent Hill Pty Ltd has entered into a Mining Native Title Agreement with native title claimants over the Prominent Hill project area. Oxiana cannot guarantee that there will not be further native title claims or native title determinations in relation to the Prominent Hill area. Further, the Prominent Hill Project is located within a Prohibited Area under the Defence Act 1903 (Cth) and Defence Force Regulations 1952. Oxiana has entered into an Access Deed with the Commonwealth, however, the permission of the Commonwealth is required to enter, be in or remain in a Prohibited Area, notwithstanding the grant, or future grant, of any Mining Tenement or Exploration Authority. The Commonwealth’s permission is required from time to time in relation to activities on the Prominent Hill tenements and there is a risk that the necessary approvals may not be granted, or may be the subject of delays or conditions that are unacceptable to Oxiana. Oxiana’s right to explore and mine Sepon is under the applicable agreements with the Lao Government. Oxiana’s right to explore, develop and mine Martabe is through a sixth generation Contract of Work with

106 Potential Risk Factors the Indonesian Government. If Oxiana fails to comply with its obligations under these agreements, they may be terminated. It is also possible that government policy regarding foreign investment may change and governments may seek to impose new laws, taxes or regulations on exploration and mining projects in breach of these agreements and while Oxiana will have recourse to arbitration under these agreements, it may find it difficult to enforce arbitral awards against the foreign governments. j) Key personnel A number of key management and personnel are important to attaining the business goals of Zinifex, Oxiana and (if the Merger proceeds) the Merged Group. One or more of these key employees could leave their employment, and this may adversely affect the ability of Zinifex, Oxiana or the Merged Group to conduct its business and, accordingly, affect its financial performance and its share price. k) Industrial relations As at 31 March 2008, Zinifex has 584 employees in Australia - 83% are covered by common law contracts or Australian Workplace Agreements (AWAs) and 17% (Rosebery mine only) are covered by an enterprise bargaining arrangement (EBA). The Rosebery EBA is due for renewal in February 2009. Zinifex’s contractor partners similarly use a range of employment instruments including common law contracts, AWAs and collective agreements. Historically, the operations of the Zinifex mines have had a low level of work stoppages through industrial action. Oxiana directly employs its workforce, within Australia, using common law contracts, and within other countries using appropriate individual agreements. Oxiana’s contractors operate under a range of employment instruments. Historically, the operations of Oxiana have had no stoppages due to industrial action while under Oxiana’s ownership. While there can be no assurance that the operations of Zinifex, Oxiana or the Merged Group will avoid industrial relations action in the future or that work stoppages will not adversely affect operations or financial results there is no reason to believe that the merging of Zinifex and Oxiana will add to this risk. l) Competition The markets for the commodities mined by Zinifex and Oxiana are intensely competitive. The mineral commodities industry is characterised by technological advancements and the introduction of new production processes using new technologies. Zinifex and Oxiana have numerous competitors worldwide. These competitors may develop technologies and processing methods that are more effective or less costly than those currently used by Zinifex or Oxiana. Some of these competitors have substantially more resources and a greater marketing scale than Zinifex and Oxiana. Competitive activity in the markets served by Zinifex, Oxiana or (if the Merger proceeds) the Merged Group can have a significant impact on the prices realised for its products, and can therefore have a material adverse effect on its results of operations or financial condition. m) Dividends Future dividends will be assessed subject to profits, cash flow and capital requirements. There can be no guarantee as to the likelihood, timing, franking or quantum of future dividends from Zinifex or Oxiana or (if the Merger proceeds) the Merged Group. n) Risks associated with future growth initiatives Historically, Zinifex and Oxiana have each sought to grow both organically and through new investment opportunities. This will continue to be a strategic objective for the Merged Group if the Merger proceeds. There are always risks that the benefits, synergies or efficiencies expected from such investments or growth opportunities may take longer than expected to be achieved or may not be achieved at all. Any investments pursued could, for a variety of reasons, have a material adverse effect. Growth also brings substantial demands on management. The applicable directors from time to time apply their experience to the evaluation and financing of new opportunities to determine whether the expected risks and rewards of these opportunities meet their requirements and their strategies for diversification of risk and capital return. Operating results largely depend on the ability of those directors to make sound investment decisions. o) Litigation As with any company, each of Zinifex, Oxiana and (if the Merger proceeds) the Merged Group is (or will be) exposed to risks of litigation which may have a material adverse effect. Zinifex, Oxiana or the Merged Group could become exposed to litigation from employees, regulators or third parties. To the extent that such risks are not covered by insurance, an adverse outcome in litigation or the cost of responding to potential or actual litigation may have a material adverse impact on financial performance.

107 p) Insurance risks Each of Zinifex and Oxiana currently has insurance coverage for certain operating risks which include all risk property damage (including certain aspects of business interruption for certain sites), operational and product liability, marine stock and transit and directors’ and officers’ liability. However, either of them may become subject to liability (including in relation to pollution, occupational illnesses or other hazards) against which they have not insured or cannot insure, including those in respect of past activities. Should a major uninsured loss be suffered, future earnings could be materially adversely affected. In addition, insurance may not continue to be available at economically acceptable premiums. As a result, the insurance coverage may not cover the full scope and extent of claims against them or losses that they incur, including, but not limited to, claims for environmental or industrial accidents, occupational illnesses, pollution and product liability and business interruption. A successful claim against Zinifex, Oxiana or (if the Merger proceeds) the Merged Group may have a material adverse effect on their revenues. Moreover, defending such claims may cause a considerable strain on management resources, require significant legal fees to be incurred and may adversely affect reputation. q) Foreign jurisdiction risk Operations and exploration activities outside Australia involve various risks for Australian companies, in particular operations and exploration activities in developing countries. Although Zinifex has certain operations and exploration activities outside of Australia, Oxiana has a relatively greater exposure to such risks given that it has material investments located in other countries, including Laos, Indonesia and other parts of Asia. There are risks beyond Oxiana’s control associated with investments, mineral exploration, mine development and mining in foreign countries which may adversely affect the businesses of Oxiana or which may prevent Oxiana from successfully operating a project and recovering its investment and financial return, including: — health and safety issues, including civil instability, terrorism, religious, ethnic or tribal issues, standard of living and wealth distribution, crime, external threats, health standards and facilities; — business and regulatory environment and changes to that environment, including political stability, government policy changes, sovereignty of assets and expropriation, the ability to repatriate funds, excessive bureaucracy, corruption, the quality, comprehensiveness and stability of the legal regime, taxation and royalties, land access, environmental regulation and the effectiveness of the judiciary; and — an adverse change in attitude towards investment by the host government and community (including activity by non-governmental organisations) or changes in government.

9.4 Risks specifically related only to Zinifex The following risks are specifically related to Zinifex. They will therefore also apply to the Merged Group, but the relative degree of exposure will be proportionately less than that applicable to Zinifex as a stand-alone entity. They apply in addition to the risks described in section 9.3 above. a) Dependence on Century Zinifex has been highly dependent on its Century mine. Even though the Merged Group would have more diversified operations (compared to Zinifex as a stand-alone corporate group) if the Scheme is approved, any significant disruption for a sustained period to the continued operations at Century mine, the pipeline to transport Century zinc concentrates to the port at Karumba or the timely delivery of the Century zinc concentrate would have a material adverse effect on Zinifex’s financial position and results of operations. Disruptions could arise from operational or regulatory matters. b) Marketing and credit risk to significant customer Zinifex sells over 80% of its concentrates to Nyrstar and its subsidiaries. Accordingly, Zinifex has a large marketing and credit exposure to Nyrstar, and any material adverse change in Nyrstar or the commercial relationship between the two companies could have an adverse effect on Zinifex. c) Transitional risk from smelter divestment The sale of Zinifex’s smelting assets and legal entities to Nyrstar SA/NV on 31 August 2007 was conducted under the terms and conditions of the Business Combination and Shareholders’ Agreement between Zinifex Limited, Umicore SA and Nyrstar SA/NV (“BCSA”). The BCSA included mechanisms for adjusting the final purchase price and transitional arrangements for the transfer of operations and assets. It is possible that disagreement may arise in respect the operation of these provisions.

108 Potential Risk Factors 9.5 Merged Group risks related to the implementation of the Merger The following risk factors will apply to the Merged Group if the Merger proceeds. As they are related to the Merger, they do not currently apply to either Zinifex or Oxiana as stand alone entities. a) Integration risk The long term success of the Merged Group will depend, amongst other things, on the success of management in integrating the respective businesses and the strength of management of the Merged Group. There is no guarantee that the businesses of the Merged Group will be able to be integrated successfully, or over the expected time period or at the implementation cost estimated in this document. There are risks that any integration of the businesses of Zinifex and Oxiana may take longer than expected and that anticipated efficiencies and benefits of that integration may be less than estimated. These risks include possible differences in the management culture of the two groups, inability to achieve synergy benefits and cost savings, and the potential loss of key personnel. Any failure by the Merged Group to ensure implementation costs remain below those anticipated may have a material adverse effect on the financial performance and position, and future prospects, of the Merged Group. b) Contract risk The Scheme may be deemed under contracts to which members of Zinifex and Oxiana are parties, to result in a change of share ownership event in respect of Zinifex or Oxiana that allows the counterparty to review or terminate the contract as a result of the change, or the issue of shares by Oxiana, upon implementation of the Scheme. If the counterparty to any such contract were to validly seek to renegotiate or terminate the contract on that basis, this may have a material adverse effect on the financial performance of the Merged Group, depending on the relevant contracts. c) Accounting risk In accounting for the Merger, the Merged Group will need to perform a fair value assessment of all of Zinifex’s assets, liabilities and contingent liabilities, which will include the identification and valuation of mineral rights and intangible assets. As a result of this fair value assessment, the Merged Group’s depreciation and amortisation charges will be substantially greater than the depreciation and amortisation charges of Zinifex and Oxiana as separate businesses, and to that extent will significantly reduce the future earnings of the Merged Group. To the extent goodwill is recognised in respect of accounting for the acquisition of Zinifex by Oxiana, it will be subject to annual impairment testing. In the event that the recoverable amount of goodwill is impaired, this will result in a charge against future earnings. d) Change in cash profile The cash flow generation from operations and requirements for project development of the Merged Group will be different to those of Zinifex alone. In particular, Oxiana will bring to the Merged Group more development projects for advancement in the near term that will require capital expenditure, together with increased cash generation from 2009 following the expected commissioning of the Prominent Hill mine at the end of 2008. These changes will increase competition for funds that may have otherwise been available to Zinifex projects or been available for return to shareholders.

9.6 Risks if the Scheme does not proceed Zinifex Shareholders will also face risks if the Scheme is not implemented. If the Scheme does not proceed, and no Superior Proposal for Zinifex is received, the Zinifex Directors will consider a number of alternative strategies for the operation and ownership of Zinifex’s businesses, as well as other growth initiatives. These alternatives would take time to implement. The Zinifex Directors believe that the Scheme is likely to deliver benefits to Zinifex Shareholders greater than other alternatives which have been considered, including Zinifex continuing as a stand alone entity and using existing financial resources to pursue its growth and diversification strategies. In addition, if the Scheme does not proceed, Zinifex Shareholders will continue to be exposed to the risk factors relating to Zinifex described in sections 9.3 and 9.4 above.

109 10. Taxation implications 10.1 Australian Tax Implications This section 10 provides general comments on the Australian tax consequences for Zinifex Shareholders arising from the disposal of their Zinifex Shares in return for acquiring New Shares pursuant to the Scheme.

10.2 Scope This section 10 does not attempt to address the Australian taxation consequences relevant to all Zinifex Shareholders pursuant to the Scheme. Specifically, this section 10 does not consider the consequences for Zinifex Shareholders, who hold their shares as revenue assets or trading stock, or Zinifex Shareholders who are exempt from Australian income tax such as certain non-resident Zinifex Shareholders. This statement does not address the income tax consequences for directors who participate in the Non-executive Director Share Plan nor the income tax consequences for Long Term Incentive Options held by senior executives of Zinifex who participate in the Zinifex Executive Share Plan. This statement does address the income tax consequences for shares held in trust by the trustee of the Zinifex Employee Share Acquisition Plan – being the $1,000 of gift shares granted to all employees of Zinifex. This section 10 merely provides general comments on the taxation consequences of the Scheme. All Zinifex Shareholders should obtain, and only rely upon, their own professional taxation advice about the consequences of disposing of Zinifex Shares for New Shares, having regard to their own specific circumstances. The comments below on income tax are based on the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth) (referred to collectively as the Tax Act) and relevant ATO pronouncements as at the date of this document, except as otherwise indicated. Importantly, an announcement was made by the then Minister for Revenue and Assistant Treasurer, the Hon Peter Dutton MP, on 12 October 2007, which proposed changes to the consolidation tax cost setting rules for scrip for scrip roll-over transactions. On 11 January 2008, the Assistant Treasurer and Minister for Competition Policy and Consumer Affairs, the Hon Chris Bowen MP, announced a review of the former government’s announcement. At this time, it is unclear whether changes to the income tax law foreshadowed in these announcements may impact upon the comments herein which concern scrip for scrip roll-over relief.

10.3 Capital Gains Tax Implications The disposal of Zinifex Shares to Oxiana will constitute a CGT event for Zinifex Shareholders. This CGT event will occur on the Implementation Date. Shareholders will derive a capital gain on the disposal of their Zinifex Shares to the extent that the market value of the New Shares received exceeds the tax cost base of the Zinifex Shares. Conversely, Zinifex Shareholders will incur a capital loss on the disposal of their Zinifex Shares to the extent that the market value of the New Shares received is less than the reduced tax cost base of their Zinifex Shares. In calculating any capital gain or loss, the market value of a New Share should be calculated as the volume weighted average price of that New Share on the Implementation Date of the Scheme. Oxiana will provide this market value as soon as practicable after that day to Zinifex Shareholders.

111 Generally, the tax cost base of any Zinifex Shares will be equal to the consideration paid to acquire the Zinifex Shares. In addition, other incidental costs of acquiring the Zinifex Shares (such as borrowing costs and stamp duty) may be included in the tax cost base. The sum of a Zinifex Shareholder’s capital gains for an income year reduced by any capital loss incurred during the year, or carried forward from prior years, (known as the net capital gain) should be included in the assessable income of the Zinifex Shareholder. Australian resident individual Zinifex Shareholders who have held their Zinifex Shares for greater than 12 months should be able to discount their capital gain by 50%. Alternatively, an eligible superannuation entity that has held its Zinifex Shares for greater than 12 months should be able to discount its capital gain by 33.3%. The discount will be applied to the shareholders’ capital gain for the period after the offset of any capital losses. Corporate Zinifex Shareholders are not entitled to discount their capital gain. If a Zinifex Shareholder is unable to obtain the CGT roll-over described below, the cost base of the New Shares received will be the market value of the Zinifex Shares exchanged on the Implementation Date. The date of acquisition for CGT purposes will be the Implementation Date. This date will be relevant for any future qualification for the CGT discount.

10.4 Availability of CGT roll-over relief If a Zinifex Shareholder would make a capital gain on the disposal of their Zinifex Shares, they should be eligible to make a choice whether or not to seek CGT roll-over relief. If a Zinifex Shareholder elects to seek CGT roll-over relief, a capital gain that they would otherwise make on the disposal of their Zinifex Shares will be disregarded. Where roll-over relief is elected, the tax cost base of the New Shares received should equal the tax cost base of the Zinifex Shares disposed of. This tax cost base will be allocated on a proportionate basis across the New Shares received. For any subsequent determination of the application of the CGT discount, the date on which Zinifex Shareholders will be deemed to acquire New Shares will be the day they acquired their Zinifex Shares. The benefit of choosing scrip for scrip roll-over relief will depend upon the individual circumstances of each Zinifex Shareholder. Zinifex employees who had elected to be taxed in the year of grant for the $1,000 annual grant of shares under the annual Zinifex Employee Share Acquisition Plan can qualify for CGT roll-over relief in respect of shares granted that continue to be held in trust for them by the trustee of the Zinifex Employee Share Acquisition Plan. It is expected that most employees would have so elected to be taxed in the year of grant because they could have availed of the $1,000 tax exemption available. It should also be noted that shares held by the trustee of the Zinifex Employee Share Acquisition Plan will include shares granted in the immediately three prior years.

10.5 Implications of holding New Shares Subsequent disposal of New Shares If a Zinifex Shareholder sells their New Shares after the Implementation Date, any gain or loss will be subject to CGT as the New Share received by the Zinifex Shareholder will be an asset for CGT purposes. Dividend Income Dividends received by Zinifex Shareholders must be included in their assessable income, including any amount of franking credit attached to the dividend. A franking credit will be attached to a dividend to the extent that it is “franked” for income tax purposes. Subject to the conditions outlined below, a Zinifex Shareholder should be entitled to a corresponding tax offset to the extent that a franking credit has been included in their assessable income.

112 Taxation implications Where a Zinifex Shareholder is an Australian resident company, any franked dividends the Zinifex Shareholder receives will also generally give rise to a franking credit in the Zinifex Shareholders franking account. Very generally, a Zinifex Shareholder must have held the New Shares at risk for at least 45 days (not including the acquisition and disposal dates) to be eligible for a franking credit and tax offset. If an individual Zinifex Shareholder’s tax offset entitlements do not exceed $5,000 in the income year in which the franked dividend is paid, this holding period rule will not apply.

10.6 Other matters Tax File Number and Australian Business Number Australian resident Zinifex Shareholders may quote their Tax File Number (TFN) or, where relevant, Australian Business Number (ABN) to Oxiana. However, if a TFN or ABN is not supplied, and no exemption is applicable, tax may be deducted by Oxiana from the unfranked proportion of the dividends distributed to Oxiana Shareholders to which an Oxiana Shareholder would be presently entitled. Oxiana will be required to withhold 46.5% on the unfranked portion of any dividend paid. Goods and Services Tax (“GST”) a) disposal of Zinifex Shares The disposal of Zinifex Shares by GST registered resident Zinifex Shareholders is likely to be an input taxed financial supply for GST purposes. No GST will be payable by the Zinifex Shareholder in respect of this supply of Zinifex Shares. However, the ability of Zinifex Shareholders to claim input tax credits on related acquisitions (if any) may be restricted. This is a complex area of the GST law and we recommend that GST registered resident Zinifex Shareholders seek and only rely upon their own professional tax advice in this regard. where Zinifex Shareholders are not registered, nor required to be registered, for Australian GST purposes, the disposal of their Zinifex Shares will be outside the scope of Australian GST. b) Acquisition of New Shares The acquisition of New Shares will not be subject to Australian GST, regardless of the residency status or GST registration status of Zinifex Shareholders. however, as the acquisition of New Shares by a GST registered Zinifex Shareholder may be an input taxed financial supply for GST purposes, this may impact upon the ability to claim input tax credits on related acquisitions (if any). This is a complex area of the GST law and it is recommended that GST registered resident Zinifex Shareholders seek and only rely upon their own professional tax advice in this regard.

10.7 Stamp duty No stamp duty should be payable by Zinifex Shareholders on the issue of New Shares.

113 11. Investigating Accountant’s Report

114 KPMG Transaction Services (Australia) Pty Limited ABN: 65 003 891 718 Australian Financial Services Licence No. 245402 Telephone: +61 3 9288 5555 147 Collins Street Facsimile: +61 3 9288 6666 Melbourne Vic 3000 DX: 30824 Melbourne www.kpmg.com.au GPO Box 2291U Melbourne Vic 3001 Australia

The Directors Zinifex Limited Freshwater Place Level 29 2 Southbank Boulevard Southbank VIC 3006

The Directors Oxiana Limited Level 9 31 Queen Street Melbourne VIC 3000

9 May 2008

Dear Sirs

Investigating Accountant’s Report and Financial Services Guide

Investigating Accountant’s Report Introduction KPMG Transaction Services (Australia) Pty Limited (“KPMG Transaction Services”) has been engaged by Zinifex Limited (“Zinifex”) and Oxiana Limited (“Oxiana”) to prepare this report for inclusion in the Explanatory Memorandum to be dated 9 May 2008, and to be issued by Zinifex, in respect of the proposed Scheme of Arrangement.

Expressions defined in the Explanatory Memorandum have the same meaning in this report.

Financial information KPMG Transaction Services has been requested to prepare a report covering the pro forma historical financial information described below and disclosed in the Explanatory Memorandum.

Zinifex pro forma historical financial information The Zinifex pro forma historical financial information, as set out in section 6.6 of the Explanatory Memorandum, comprises the unaudited Zinifex:

• pro forma historical condensed income statements for the years ended 31 December 2006 and 2007;

KPMG, an Australian partnership and a member firm of the KPMG 115 network of independent member firms affiliated with KPMG International, a Swiss cooperative. Zinifex Limited Oxiana Limited Investigating Accountant’s Report and Financial Services Guide 9 May 2008

• pro forma historical statements of operating cash flows before financing activities and tax and after capital expenditure for the years ended 31 December 2006 and 2007;

• pro forma historical balance sheet as at 31 December 2007; and • notes thereto.

The Zinifex pro forma historical financial information set out in section 6.6 of the Explanatory Memorandum has been derived from the financial statements of Zinifex for the years ended 30 June 2006, 30 June 2007, half years ended 31 December 2005, 31 December 2006 and 31 December 2007 and management information in respect of the six month period ended 31 December 2005 (collectively the “Zinifex historical financial information”), after adjusting for the pro forma transactions and/or adjustments described in section 6.6 of the Explanatory Memorandum.

The financial statements of Zinifex for each of those periods were audited or reviewed by KPMG in accordance with Australian Auditing Standards. The audit opinion and review reports issued to the members of Zinifex relating to those financial statements were unqualified.

The directors of Zinifex are responsible for the preparation and presentation of the Zinifex pro forma historical financial information, including the determination of the pro forma transactions and/or adjustments.

The pro forma historical financial information is presented in an abbreviated form insofar as it does not include all of the disclosures required by the Australian Accounting Standards applicable to annual financial reports prepared in accordance with the Corporations Act 2001 (“Corporations Act”).

Merged Group pro forma historical financial information Merged Group pro forma historical financial information, as set out in section 8.8 of the Explanatory Memorandum, comprises the unaudited, combined Zinifex and Oxiana (the “Merged Group”):

• pro forma historical condensed income statement for the year ended 31 December 2007;

• pro forma historical statement of operating cash flows before financing activities and tax and after capital expenditure for the year ended 31 December 2007;

• pro forma historical balance sheet as at 31 December 2007; and • notes thereto.

The Oxiana historical and pro forma historical financial information set out in section 7.7 of the Explanatory Memorandum has been derived from the financial statements of Oxiana for the year ended 31 December 2007 (the “Oxiana historical and pro forma historical financial information”).

116 Zinifex Limited Oxiana Limited Investigating Accountant’s Report and Financial Services Guide 9 May 2008

The financial statements of Oxiana for the year ended 31 December 2007 were audited by KPMG in accordance with Australian Auditing Standards. The audit opinion issued to the members of Oxiana relating to those financial statements was unqualified.

The directors of Oxiana are responsible for the preparation and presentation of the Oxiana historical and pro forma historical financial information.

The directors of Zinifex and Oxiana are jointly responsible for the preparation and presentation of the Merged Group pro forma historical financial information, including the determination of the pro forma transactions and/or adjustments.

The Merged Group pro forma historical financial information is presented in an abbreviated form insofar as it does not include all of the disclosures required by the Australian Accounting Standards applicable to annual financial reports prepared in accordance with the Corporations Act.

Scope Review of Zinifex pro forma historical financial information We have reviewed the Zinifex pro forma historical financial information in order to report whether anything has come to our attention which causes us to believe that the Zinifex pro forma historical financial information, as set out in section 6.6 of the Explanatory Memorandum, does not present fairly: • the pro forma historical condensed financial performance of Zinifex for the years ended 31 December 2006 and 2007; • the pro forma historical net operating cash flows before financing activities and tax and after capital expenditure of Zinifex for the years ended 31 December 2006 and 2007; and • the pro forma historical financial position of Zinifex as at 31 December 2007, on the basis of the pro forma transactions and/or adjustments described in section 6.6 of the Explanatory Memorandum, and in accordance with the recognition and measurement principles prescribed in Australian Accounting Standards (including the Australian Accounting Interpretations), and accounting policies adopted by Zinifex disclosed in section 6.6 of the Explanatory Memorandum.

Our review has been conducted in accordance with Australian Auditing Standard AUS 902 “Review of Financial Reports”. We made such enquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances, including: • consideration of the pro forma transactions and/or adjustments made to the Zinifex historical financial information; • consideration of work papers, accounting records and other documents; • a comparison of consistency in application of the recognition and measurement principles in Australian Accounting Standards (including the Australian Accounting Interpretations), and

117 Zinifex Limited Oxiana Limited Investigating Accountant’s Report and Financial Services Guide 9 May 2008

the accounting policies adopted by Zinifex disclosed in section 6.6 of the Explanatory Memorandum; and • enquiry of Zinifex directors, management and others.

The procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Our review has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside of Australia, and accordingly should not be relied upon as if it had been carried out in accordance with standards and practices other than Australian Auditing Standard AUS 902 “Review of Financial Reports”.

Review of Merged Group pro forma historical financial information We have reviewed the Merged Group pro forma historical financial information in order to report whether anything has come to our attention which causes us to believe that the Merged Group pro forma historical financial information, as set out in section 8.8 of the Explanatory Memorandum, does not present fairly: • the pro forma historical condensed financial performance of the Merged Group for the year ended 31 December 2007; • the pro forma historical net operating cash flows before financing activities and tax and after capital expenditure of the Merged Group for the year ended 31 December 2007; and • the pro forma historical financial position of the Merged Group as at 31 December 2007,

on the basis of the pro forma transactions and/or adjustments described in section 8.8 of the Explanatory Memorandum, and in accordance with the recognition and measurement principles prescribed in Accounting Australian Accounting Standards (including the Australian Accounting Interpretations), and accounting policies adopted by Oxiana disclosed in section 7.7 of the Explanatory Memorandum.

Our review has been conducted in accordance with Australian Auditing Standard AUS 902 “Review of Financial Reports”. We made such enquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances, including: • consideration of the pro forma transactions and/or adjustments made to the Zinifex and Oxiana historical and pro forma historical financial information; • consideration of work papers, accounting records and other documents; • a comparison of consistency in application of the recognition and measurement principles in Australian Accounting Standards (including the Australian Accounting Interpretations), and the accounting policies adopted by Oxiana disclosed in section 7.7 of the Explanatory Memorandum; and • enquiry of Zinifex and Oxiana directors, management and others.

118 Zinifex Limited Oxiana Limited Investigating Accountant’s Report and Financial Services Guide 9 May 2008

Review statement Review statement on the Zinifex pro forma historical financial information Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the Zinifex pro forma historical financial information, as set out in section 6.6 of the Explanatory Memorandum, does not present fairly: • the pro forma historical condensed financial performance of Zinifex for the years ended 31 December 2006 and 2007; • the pro forma historical net operating cash flows before financing activities and tax and after capital expenditure of Zinifex for the years ended 31 December 2006 and 2007; and • the pro forma historical financial position of Zinifex as at 31 December 2007, on the basis of the pro forma transactions and/or adjustments described in section 6.6 of the Explanatory Memorandum, and in accordance with the recognition and measurement principles prescribed in Australian Accounting Standards (including the Australian Accounting Interpretations), and accounting policies adopted by Zinifex disclosed in section 6.6 of the Explanatory Memorandum.

Review statement on the Merged Group pro forma historical financial information Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the Merged Group pro forma historical financial information, as set out in section 8.8 of the Explanatory Memorandum, does not present fairly: • the pro forma historical condensed financial performance of the Merged Group for the year ended 31 December 2007; • the pro forma historical net operating cash flows before financing activities and tax and after capital expenditure of the Merged Group for the year ended 31 December 2007; and • the pro forma historical financial position of the Merged Group as at 31 December 2007, on the basis of the pro forma transactions and/or adjustments described in section 8.8 of the Explanatory Memorandum, and in accordance with the recognition and measurement principles prescribed in Australian Accounting Standards (including the Australian Accounting Interpretations), and accounting policies adopted by Oxiana disclosed in section 7.7 of the Explanatory Memorandum.

119 Zinifex Limited Oxiana Limited Investigating Accountant’s Report and Financial Services Guide 9 May 2008

Independence KPMG Transaction Services does not have any interest in the outcome of the proposed scheme of arrangement, other than in connection with the preparation of this report and participation in due diligence procedures for which normal professional fees will be received. KPMG is the auditor of Zinifex and Oxiana, and from time to time, KPMG provides Zinifex and Oxiana with certain other professional services for which normal professional fees are received.

Responsibility KPMG Transaction Services has consented to the inclusion of this Investigating Accountant’s Report in the Explanatory Memorandum in the form and context in which it is so included, but has not authorised the issue of the Explanatory Memorandum. Accordingly, KPMG Transaction Services makes no representation regarding, and takes no responsibility for, any other statements, or material in, or omissions from, the Explanatory Memorandum.

General advice warning This report has been prepared, and included in the Explanatory Memorandum, to provide investors with general information only and does not take into account the objectives, financial situation or needs of any specific investor. It is not intended to take the place of professional advice and investors should not make specific investment decisions in reliance on the information contained in this report. Before acting or relying on any information, an investor should consider whether it is appropriate for their circumstances having regard to their objectives, financial situation or needs.

Yours faithfully

John J O'Connell AO Director

120 KPMG Transaction Services (Australia) Pty Limited ABN: 65 003 891 718 Australian Financial Services Licence No. 245402 Telephone: +61 3 9288 5555 147 Collins Street Facsimile: +61 3 9288 6666 Melbourne Vic 3000 DX: 30824 Melbourne www.kpmg.com.au GPO Box 2291U Melbourne Vic 3001 Australia

Financial Services Guide

Dated 9 May 2008

KPMG Transaction Services KPMG Transaction Services (Australia) Pty Limited ABN 65 003 891 718 (“KPMG Transaction Services” or “we” or “us” or “ours” as appropriate) holds an Australian Financial Services Licence (“AFSL”) issued by the Australian Securities and Investment Commission on 11 March 2004. Our AFSL number is 245402. We have been engaged by Zinifex Limited (“Zinifex”) and Oxiana Limited (“Oxiana”) to issue general financial product advice, about Oxiana financial products, in the form of an Investigating Accountant’s Report to be provided to you. We are required to include this FSG in our Report because we have authorised the product issuer to include our Investigating Accountant’s Report in the Explanatory Memorandum for Oxiana financial products.

Purpose of the FSG The purpose of this FSG is to: • help you decide whether to consider the Investigating Accountant's Report; • contain information about remuneration to be paid to us in relation to the Investigating Accountant's Report; • contain information on the financial services we are authorised to provide under our AFSL; and • contain information on how you can complain against us.

Financial services we are licensed to provide Our AFSL authorises us to provide financial product advice in relation to interests in managed investment schemes (excluding investor directed portfolio services) and securities (such as shares and debentures) to wholesale and retail clients.

General Financial Product Advice In the Investigating Accountant's Report, we provide general financial product advice, not personal financial product advice. It has been prepared without taking into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on any advice contained in the Investigating Accountant's Report.

121 Zinifex Limited Oxiana Limited Investigating Accountant’s Report and Financial Services Guide 9 May 2008

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Associations and relationships Through a variety of corporate and trust structures, KPMG Transaction Services is ultimately wholly owned by, and operates as part of, KPMG’s Australian professional advisory and accounting practice. Our directors may be partners in KPMG’s Australian partnership. From time to time KPMG Transaction Services or KPMG and/or KPMG related entities may provide professional services, including audit, tax and financial advisory services, to financial product issuers in the ordinary course of its business.

Complaints If you have a complaint, please raise it with us. All complaints must be in writing, addressed to The Complaints Officer, KPMG Transaction Services, PO Box H67, Australia Square, Sydney NSW 1213. When we receive a written complaint we will record the complaint, acknowledge receipt of the complaint within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination. If you are not satisfied with the outcome of the above process, or our determination, you have the right to refer the matter to the Financial Industry Complaints Service Limited (“FICS”). FICS is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry. Further details about FICS are available at the FICS website: www.fics.asn.au. FICS can also be contacted by telephone on 1300 78 08 08.

Contact details You may contact us using the details set out at the top of our letterhead on page 1 of this FSG.

122 12. Summary of the Independent Expert’s Report

F financial Services Guide and Summary Independent Expert’s Report in relation to the Proposed Merger with Oxiana Limited

Grant Samuel & Associates Pty Limited (ACN 050 036 372) 6 May 2008

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Financial Services Guide

Grant Samuel & Associates Pty Limited (“Grant Samuel”) carries on business at Level 6, 1 Collins Street, Melbourne Vic 3000. Grant Samuel holds Australian Financial Services Licence No. 240985 authorising it to provide financial product advice on securities and interests in managed investments schemes to wholesale and retail clients.

The Corporations Act 2001 requires Grant Samuel to provide this Financial Services Guide (“FSG”) in connection with its provision of an independent expert’s report (“Report”) which is included in a document (“Disclosure Document”) provided to members by the company or other entity (“Entity”) for which Grant Samuel prepares the Report.

Grant Samuel does not accept instructions from retail clients. Grant Samuel provides no financial services directly to retail clients and receives no remuneration from retail clients for financial services. Grant Samuel does not provide any personal retail financial product advice to retail investors nor does it provide market-related advice to retail investors.

When providing Reports, Grant Samuel’s client is the Entity to which it provides the Report. Grant Samuel receives its remuneration from the Entity. In respect of the Report for Zinifex Limited (“Zinifex”) in relation to the proposed merger with Oxiana Limited (the “Zinifex Report”), Grant Samuel will receive a fixed fee of A$1.5 million plus reimbursement of out-of-pocket expenses for the preparation of the Report.

No related body corporate of Grant Samuel, or any of the directors or employees of Grant Samuel or of any of those related bodies or any associate receives any remuneration or other benefit attributable to the preparation and provision of the Report.

Grant Samuel is required to be independent of the Entity in order to provide a Report. The guidelines for independence in the preparation of Reports are set out in Regulatory Guide 112 issued by the Australian Securities & Investments Commission on 30 October 2007. The following information in relation to the independence of Grant Samuel is stated in Section 12.3 of the Zinifex Report:

“Prior to the announcement of the Merger, Grant Samuel had been engaged separately by Zinifex and Oxiana Limited (“Oxiana”) to conduct preliminary work, to allow Grant Samuel to prepare an independent expert’s report for either Zinifex or Oxiana should such a report be required. These engagements did not affect Grant Samuel’s independence or its ability to prepare an independent expert’s report in relation to the Merger. Grant Samuel and its related entities do not have any shareholding in or other relationship with Zinifex or Oxiana that could reasonably be regarded as capable of affecting its ability to provide an unbiased opinion in relation to the Proposal.

No executives of Grant Samuel and its related entities hold any shares in either Zinifex or Oxiana.

Grant Samuel had no part in the formulation of the Scheme. Its only role has been the preparation of this report.

Grant Samuel will receive a fee of A$1.5 million for the preparation of this report. This fee is not contingent on the outcome of the Proposal. Grant Samuel will receive no other benefit for the preparation of this report.

Grant Samuel considers itself to be independent in terms of Regulatory Guide 112 issued by the ASIC on 30 October 2007.”

Grant Samuel has internal complaints-handling mechanisms and is a member of the Financial Industry Complaints Services’ Complaints Handling Tribunal, No. F 4197.

Grant Samuel is only responsible for the Report and this FSG. Complaints or questions about the Disclosure Document should not be directed to Grant Samuel which is not responsible for that document. Grant Samuel will not respond in any way that might involve any provision of financial product advice to any retail investor.

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6 May 2008

The Directors Zinifex Limited Freshwater Place Level 29, 2 Southbank Boulevard Southbank VIC 3006

Dear Directors Proposed Merger with Oxiana Limited

1 Introduction

Zinifex Limited (“Zinifex”) is an Australian zinc and lead producer. Zinifex’s major asset is the Century zinc mine. Situated in Queensland, Century produces around 500,000 tonnes of zinc in concentrate per annum and is the second largest zinc mine in the world. In addition, Zinifex operates the Rosebery zinc/lead/copper mine in Tasmania. Zinifex also has a number of development projects, including zinc projects in Queensland and northern Canada and (through recently acquired Allegiance Mining NL) a nickel project in Tasmania. Listed on the Australian Stock Exchange (“ASX”), Zinifex had a market capitalisation of $5.4 billion at 29 February 2008.

Oxiana is a diversified Australian resources company. It operates copper and gold mines at Sepon in Laos and the Golden Grove zinc/copper mine in Western Australia. Oxiana’s Prominent Hill copper/gold mine is scheduled to commence production during the second half of 2008. Oxiana has completed a feasibility study for its Martabe gold project in Indonesia and project construction is expected to commence during 2008. Also listed on the ASX, Oxiana had a market capitalisation of $6.1 billion at 29 February 2008.

On 3 March 2008, Zinifex and Oxiana announced an agreed merger (“Merger”). Under the Merger, Zinifex shareholders will receive 3.1931 shares in Oxiana for each share held in Zinifex. Shareholders in both Zinifex and Oxiana will be entitled to retain the dividends payable to them in respect of the period to 31 December 2007. Zinifex shareholders will collectively hold approximately 50% of the shares in the merged company (“MergeCo”), which is to be renamed following the transaction. The Merger is to be effected by way of a Scheme of Arrangement (“Scheme”), which is subject to the approval of Zinifex shareholders.

The directors of Zinifex have engaged Grant Samuel & Associates Pty Limited (“Grant Samuel”) to prepare an independent expert’s report setting out whether, in its opinion, the Merger is in the best interests of Zinifex shareholders.

This letter contains a summary of Grant Samuel’s opinion and main conclusions and will accompany the Notice of Meeting and Scheme Booklet to be sent to Zinifex shareholders. Grant Samuel’s full report is included in the Scheme Book Supplement. In Grant Samuel’s view this letter provides a comprehensive and balanced summary of our detailed report and contains sufficient information such that Zinifex shareholders need not read our detailed report prior to reaching a decision as to whether to vote in favour of the Merger.

2 Summary of Opinion

In Grant Samuel’s view the terms of the Merger are fair to Zinifex shareholders. Based on both share market values and Grant Samuel’s assessment of the full underlying values of Zinifex and Oxiana, Zinifex shareholders’ collective interest in MergeCo will be approximately proportionate to Zinifex’s contribution of value to MergeCo.

It should be recognised that estimates of value in relation to the Merger are subject to considerable uncertainty. The relative share market values of Zinifex and Oxiana have changed substantially in recent months (apparently reflecting the underperformance of zinc relative to copper and changing expectations of future zinc and copper prices) and, absent the Merger, could be expected to continue to change. Grant

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Samuel’s assessment of the underlying values of Zinifex and Oxiana implies relatively high future commodity prices (particularly for zinc and copper). The valuation of Oxiana reflects a judgement that its key assets have significant growth potential. Given current volatile market conditions, commodity prices and commodity price expectations could change rapidly, potentially materially. While the values of both companies are dependent on judgements regarding future commodity prices, Zinifex is less exposed to commodity markets given that it holds in excess of $1.2 billion in cash, representing more than 20% of its market value at 29 February 2008. Similarly, it is probably less exposed to overall changes in market sentiment towards the resources sector, given that (relative to Oxiana) there is little “blue sky” built into its valuation.

Accordingly, while Grant Samuel believes that the terms of the Merger are fair to Zinifex shareholders, this conclusion could change for different market conditions. In particular, the Merger terms would likely become less attractive for Zinifex shareholders if commodity markets were to deteriorate or the zinc price was to rise relative to the copper price.

A number of benefits are expected to accrue as a result of the Merger. MergeCo will become the fifth largest Australian miner and will be amongst the top twenty companies listed on the ASX. It will have a strong balance sheet and, following completion of the Prominent Hill project, should enjoy strong operating cash flows. It appears reasonable to expect some positive sharemarket re-rating of MergeCo, which should have enhanced access to both equity and debt capital.

MergeCo will have greater diversity in terms of commodity and geographic exposure than Zinifex on a standalone basis (although some shareholders may prefer to achieve this diversification directly through their investment decisions). It may be possible for MergeCo to optimise the development of its portfolio of development assets to deliver greater value than would have been available to Zinifex and Oxiana on a standalone basis. MergeCo’s size and enhanced financial flexibility should give it the capacity to consider larger and potentially riskier acquisitions, developments or other growth initiatives than would have been appropriate for Zinifex on a standalone basis.

While merger synergies are not expected to be material, it is likely that some corporate cost reductions will be achieved.

In Grant Samuel’s view the benefits of the Merger are collectively significant, although arguably none of the benefits is individually compelling. To a large extent, the benefits essentially relate to the creation within MergeCo of growth options not available to Zinifex on a standalone basis. Realisation of real value from these options will be dependent on future circumstances and management decisions, and may only be achieved over the medium term.

Nonetheless, in Grant Samuel’s opinion, the benefits of the Merger are material. They outweigh the disadvantages for Zinifex shareholders, which relate principally to the dilution of shareholders’ current exposure to zinc price performance and an increase in shareholders’ exposure to commodity price and exploration/development risk.

Moreover, Zinifex shareholders will not be giving up the opportunity to realise a full premium for control at some later stage. There will still be an opportunity to realise a full premium through a subsequent change of control transaction involving MergeCo. MergeCo will have an open share register and could be an attractive target for a number of large resources companies.

In Grant Samuel’s view the Merger terms are fair to Zinifex shareholders. The Merger benefits are collectively significant and outweigh the disadvantages. Accordingly, Grant Samuel has concluded that the Merger is in the best interests of Zinifex shareholders.

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3 Key Conclusions

Grant Samuel has assessed the Merger as a genuine “merger of equals”.

The Merger is a genuine “merger of equals” rather than a change of control transaction. Under the Merger, Zinifex shareholders will collectively hold approximately 50% of the shares in MergeCo. The Board of MergeCo will initially comprise all the directors of both Zinifex and Oxiana. The Chairman of MergeCo will be Barry Cusack (the current Chairman of Oxiana) and Andrew Michelmore (the current Chief Executive Officer of Zinifex) will be the Chief Executive Officer. Accordingly, Grant Samuel has assessed the Merger by:

comparing the relative values contributed to the merged company by Zinifex and Oxiana shareholders with the relative interests they will hold in MergeCo. The relative value contributions have been assessed both on the basis of share market values and on the basis of Grant Samuel’s estimates of full underlying value;

evaluating the benefits expected to be realised as a result of the merger of the companies; considering any disadvantages of the merger; and assessing whether, overall, Zinifex shareholders will be better off if the Merger proceeds than if it does not.

Based on share market values immediately before the announcement of the Merger, the Merger terms are marginally favourable to Zinifex shareholders.

Given that there is an active, well-informed market for shares in both Zinifex and Oxiana, it is reasonable to attribute some significance to estimates of relative value contributions based on sharemarket prices. Based on closing share prices on 29 February 2008 (the last trading day prior to announcement of the Merger), the merger terms represent a 14% premium for Zinifex shareholders. For volume weighted average prices over periods of one week and one month before the announcement of the Merger, the Merger terms are marginally favourable to Zinifex shareholders, with Zinifex contributing around 46-48% of market value by comparison with the 50% interest to be held by Zinifex shareholders in MergeCo.

The relative share prices for Zinifex and Oxiana since the announcement of the Merger (while presumably affected by the Merger terms) are consistent with a conclusion that, based on share market values, Zinifex shareholders are contributing marginally less than 50% of the aggregate value of MergeCo.

Based on Grant Samuel’s assessment of the underlying values of Zinifex and Oxiana, Zinifex shareholders are contributing around 51% of the underlying value of MergeCo.

The following table summarises the relative value contributed by Zinifex and Oxiana to the merged company, based on the estimated full underlying value of each company:

Relative Value Contributions – Underlying Value Zinifex Oxiana Value Contribution – High ($ million) 6,939 6,726 Value Contribution – Low ($ million) 6,193 5,944 Relative Value Contributions – High 50.8% 49.2% Relative Value Contributions – Low 51.0% 49.0%

Based on Grant Samuel’s assessment of the underlying value of Zinifex and Oxiana, Zinifex is contributing approximately 51% of the underlying value of MergeCo.

Estimates of underlying value are highly sensitive to commodity price assumptions, exchange rates and judgements about future project potential. Given the various uncertainties inherent in estimates Page 3

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of the underlying values of Zinifex and Oxiana, in Grant Samuel’s view it is reasonable to conclude that Zinifex shareholders’ interest in MergeCo will be approximately proportionate to the underlying value to be contributed to MergeCo by Zinifex.

Assessments of value need to be approached with considerable caution.

Grant Samuel’s valuations of Zinifex and Oxiana are summarised below:

Zinifex – Valuation Summary Valuation (US$ million) Valuation (A$ million) Low High Low High Century 2,600 2,900 2,826 3,152 Rosebery 500 600 543 652 Development projects 830 960 902 1,043 Shareholding in Allegiance 850 950 Investment in Nyrstar 170 180 Exploration 10 20 Corporate Costs (150) (100) Enterprise Value 5,151 5,897 Adjusted net cash at 31 December 2007 1,042 1,042 Equity Value 6,193 6,939

Oxiana – Valuation Summary Valuation (US$ million) Valuation (A$ million) Low High Low High Sepon (90%) 2,200 2,400 2,391 2,609 Golden Grove 600 700 652 761 Prominent Hill 2,600 2,800 2,826 3,043 Martabe 650 750 707 815 Exploration and Investments 130 175 Corporate Costs (150) (100) Enterprise Value 6,556 7,303 Adjusted net debt at 31 December 2007 (197) (197) Convertible Notes (370) (340) Options (45) (40) Equity Value 5,944 6,726

Grant Samuel’s valuations of Zinifex and Oxiana are set out in Appendix 1 to this letter.

The valuations of Zinifex and Oxiana represent Grant Samuel’s assessment of the full underlying value of each company. The valuations have been prepared in the context of, and for the purpose of analysing, the Merger. They have been prepared principally to allow a comparison of the relative values to be contributed by each company to MergeCo. They do not represent Grant Samuel’s view of the likely share market value of the companies, individually or on a merged basis. Shares in listed companies typically trade at a discount to full underlying value.

The valuations are based on a number of important assumptions, including assumptions regarding commodity prices and exchange rates. Commodity price expectations, exchange rates and expectations regarding future operating performance can change significantly over short periods of time. Such changes can have significant impacts on underlying value. Accordingly, while the values estimated are believed to be appropriate for the purpose of assessing the Merger, they may Page 4

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not be appropriate for other purposes or in the context of changed market conditions, changed economic circumstances or different operational prospects for the mining assets of Zinifex and Oxiana.

Grant Samuel appointed AMC Consultants Pty Ltd (“AMC”) as technical specialist to review the mineral assets of Zinifex and Oxiana. AMC’s role included a review of reserves and resources, development plans, production schedules, operating costs, capital costs and exploration potential. AMC also prepared valuations of Zinifex’s and Oxiana’s exploration interests. A report prepared by AMC is attached to and forms part of the full report from which this summary has been extracted, and is included in the Scheme Book Supplement. A summary of the AMC report is appended to this letter as Appendix 2.

Grant Samuel’s valuations of the assets of Zinifex and Oxiana represent overall judgements, having regard to a range of relevant evidence as to value. The valuations take into account the results of discounted cash flow (“DCF”) analysis, valuation evidence derived from the share market values of comparable companies and from transactions involving similar assets, and other relevant factors.

Grant Samuel undertook DCF analysis for the major operating assets and development projects of Zinifex and Oxiana for which reliable cash flow projections could be developed. The DCF analysis was based on two valuation scenarios for each of the major operating assets and development projects (except for Century, for which only one scenario was prepared, given its relatively short expected remaining mine life and limited ore reserve extension potential). For each asset (other than Century) the scenarios reflected AMC’s judgements regarding the range of assumptions regarding ultimate mining inventory and mine life that could reasonably be adopted for valuation purposes.

For each asset (other than Century) the “Case 1” scenario assumed the mining both of ore reserves and of further mineralisation, including in the case of Sepon, Prominent Hill and Martabe significant quantities of inferred mineral resources1. The “Case 2” scenario assumed the mining of additional mineralisation, either from mineral resources not currently in ore reserves or from additional material delineated through anticipated exploration success. The scenarios incorporated assumptions regarding production rates and operating and capital costs based on advice from AMC. Grant Samuel’s valuations have significant regard to values estimated on the basis of the “Case 2” scenarios.

The DCF models projected cash flows from 1 January 2008 onwards. Cash flows were projected in US dollar terms. Projected A$ cash flow items (principally operating costs) were translated to US$ at rates approximating A$:US$ forward exchange rates. The projected US$ cash flows were discounted to present values using nominal discount rates of 8-9% for the zinc and copper assets of Zinifex and Oxiana. These discount rates were selected having regard to estimates of costs of capital for zinc and copper assets based on analysis using the capital asset price model. Values denominated in US dollars were converted to Australian dollars at a spot exchange rate of A$1.00=US0.92.

For the purposes of the DCF analysis, Grant Samuel had regard to estimated net present values based on long run copper prices in the range US$2.50-3.25 per pound, long run zinc prices in the range US$1.00-1.20 per pound, and gold prices in the range US$900-920 per ounce. The long run copper and zinc prices are substantially higher than those assumed by most industry analysts and commentators. On the other hand, it is clear that investors and corporate participants in the resources sector have for some time used significantly higher commodity prices in their decision making than those used by industry analysts and commentators. Grant Samuel’s valuations attempt to replicate the valuation judgements of, in particular, corporate acquirers of assets in the resources sector.

Commodity prices (particularly for zinc) have been volatile. A significant strengthening in the zinc price relative to the copper price could potentially affect the conclusion that the Merger terms are

1 Definitions of inferred mineral resource and other categories of mineralisation are set out in Appendix 3 to this letter.

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fair. A significant fall in commodity prices generally could also affect the conclusion that the Merger terms are fair, given that the value of cash on Zinifex’s balance sheet (of the order of $1.2 billion) would not be affected by falling commodity prices. On the other hand, if current commodity prices (with copper around US$4.00 per pound and zinc around US$1.05 per pound) were assumed to be maintained for the long term, the Merger terms would deliver an attractive outcome to Zinifex shareholders.

The Merger terms are fair to Zinifex shareholders.

The relative interests in MergeCo to be held by Zinifex and Oxiana shareholders appear consistent with the relative contributions of value to be made to MergeCo by Zinifex and Oxiana. Based on share market values immediately before the Merger was announced, Zinifex shareholders are arguably receiving a modest premium. Based on Grant Samuel’s assessment of the full underlying values of Zinifex and Oxiana, Zinifex shareholders are contributing approximately 51% of the underlying value of MergeCo. Overall, Zinifex shareholders’ collective interest in MergeCo (around 50%) will be approximately proportionate to Zinifex’s contribution of value to MergeCo. Accordingly, in Grant Samuel’s opinion the Merger terms are fair to Zinifex shareholders.

The benefits of the Merger should be collectively significant.

A number of benefits are expected to accrue as a result of the Merger. MergeCo will become the fifth largest Australian miner listed on the ASX and a top 20 ASX listed company by market capitalisation. It will have a strong balance sheet with pro-forma net cash of $1.02 billion as at 31 December 2007. Following completion of the Prominent Hill project, MergeCo should enjoy strong operating cash flows.

MergeCo should have greater growth prospects and a lower risk profile than would be available to Zinifex on a standalone basis. It will have a significantly larger market capitalisation and greater share liquidity than Zinifex, enhancing its appeal to institutional investors. It appears reasonable to expect some positive sharemarket re-rating of MergeCo, which should have enhanced access to both equity and debt capital. This is particularly relevant having regard to the recent volatility and uncertainty in credit and capital markets.

While merger synergies are not expected to be material, it is likely that some corporate cost reductions will be achieved. These cost reductions could be of the order of $20-30 million per annum.

In Grant Samuel’s view none of the likely benefits of the Merger is by itself compelling. Moreover, many of the benefits will only be realised over time. In some cases, the benefits essentially provide MergeCo with growth options not available to Zinifex on a standalone basis. Realisation of real value from these options will be dependent on future circumstances and management decisions.

Nonetheless, in Grant Samuel’s opinion, the benefits of the Merger are collectively significant.

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The disadvantages of the Merger for Zinifex shareholders are not significant.

The disadvantages of the Merger for Zinifex shareholders are not significant. The disadvantages for Zinifex shareholders include:

following the Merger, Zinifex shareholders will have a material exposure to copper. The Merger terms effectively reflect an expectation of significant strength in the copper market over an extended period of time. Zinifex shareholders could be worse off following the Merger if there was a substantial fall in the copper price or a deterioration in the outlook for copper;

shareholders’ current exposure to zinc price performance will be diluted because of the assets contributed by Oxiana (which are principally exposed to the copper price). For shareholders seeking relatively pure exposure to zinc price performance, this may be a disadvantage. On the other hand, it should be recognised that Zinifex has already taken steps to diversify into commodities other than zinc;

shareholders will have increased vulnerability to falling commodity prices, given that the benefit of Zinifex’s large cash holding of around $1.2 billion will effectively be shared with Oxiana’s shareholders;

a significant part of Oxiana’s value is contributed by assets in Laos and Indonesia. The sovereign risk associated with these assets should be reflected in Oxiana’s market value and has been taken into account in Grant Samuel’s valuation of Oxiana. Nevertheless, following the Merger Zinifex shareholders will be exposed to a greater degree of sovereign risk than is currently the case;

while Oxiana offers project development and exploration upside to Zinifex shareholders, in Grant Samuel’s view this upside is largely reflected in market values for Oxiana. Following the Merger Zinifex shareholders will be exposed to exploration and development risk to a greater degree than in Zinifex on a standalone basis; and

transaction costs related to the Merger are expected to total around $100 million (of which Zinifex shareholders will effectively be funding around half). Of these, approximately $17 million will be incurred regardless of whether the Merger proceeds. The incremental merger costs of $83 million, while substantial, are not material having regard to the values of Zinifex and Oxiana.

There are implementation risks in any merger, but in this case the complementary nature of the Zinifex and Oxiana businesses should substantially reduce the risk.

Zinifex shareholders will not be giving up the opportunity to realise a premium for control.

Zinifex shareholders will not be giving up the opportunity to realise a full premium for control at some later stage. There will still be an opportunity to realise a full premium through a subsequent change of control transaction involving MergeCo. MergeCo will have an open share register and could be an attractive target for a number of large resources companies.

The Merger is in the best interests of Zinifex shareholders.

On the basis of merger analysis, Zinifex shareholders’ collective interest in MergeCo will be approximately proportionate to Zinifex’s contribution of value to MergeCo. The Merger benefits are collectively significant and outweigh the disadvantages. Zinifex shareholders will be better off if the Merger proceeds than if it does not. Accordingly, in Grant Samuel’s view the Merger is in the best interests of Zinifex shareholders.

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4 Other Matters

This report is general financial product advice only and has been prepared without taking into account the objectives, financial situation or needs of individual shareholders in Zinifex. Because of that, before acting in relation to their investment, shareholders should consider the appropriateness of the advice having regard to their own objectives, financial situation or needs. Shareholders should read the Scheme Booklet issued by Zinifex in relation to the Scheme.

Voting for or against the Scheme is a matter for individual shareholders, based on their own views as to value and future market conditions and their particular circumstances including risk profile, liquidity preference, portfolio strategy and tax position. Shareholders who are in doubt as to the action they should take should consult their own professional adviser.

Similarly, it is a matter for individual shareholders as to whether to continue to hold Oxiana shares received under the Scheme. This is an investment decision independent of a decision on whether to vote in favour of the Scheme, and Grant Samuel offers no advice to Zinifex shareholders in relation to their decision as to whether to continue holding Oxiana shares received under the Scheme.

Grant Samuel has prepared a Financial Services Guide as required by the Corporations Act, 2001. The Financial Services Guide is included at the beginning of the full report.

This letter is a summary of Grant Samuel’s opinion. The full report from which this summary has been extracted is included in the Scheme Book Supplement and should be read in conjunction with this summary.

The opinion is made as at the date of this letter and reflects circumstances and conditions as at that date.

Yours faithfully GRANT SAMUEL & ASSOCIATES PTY LIMITED

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Appendix 1

Valuations of Zinifex and Oxiana

1 Valuation of Zinifex

1.1 Summary

Grant Samuel has valued Zinifex in the range A$6,193 – 6,939 million. The valuation represents the full underlying value of Zinifex. The value exceeds the price at which, based on current market conditions, Grant Samuel would expect Zinifex shares to trade on the ASX in the normal course of trading.

Zinifex has been valued by estimating the market value of its assets and adjusting for net debt and the capitalized value of corporate overheads. The valuation is summarised below:

Zinifex – Valuation Summary Section Valuation (US$ million) Valuation (A$ million) Reference Low High Low High Century 1.2 2,600 2,900 2,826 3,152 Rosebery 1.3 500 600 543 652 Dugald River 1.4 500 600 543 652 Nunavut 1.5 330 360 359 391 Shareholding in Allegiance 1.6 850 950 Shareholding in Nyrstar 1.7 170 180 Exploration 1.7 10 20 Corporate Costs 1.7 (150) (100) Enterprise Value 5,151 5,897 Adjusted net cash at 31 December 2007 1.7 1,042 1,042 Equity Value 6,193 6,939

The valuation of Zinifex’s assets was based on discounted cash flow analysis and, where appropriate, analysis of comparable projects and companies. Valuation scenarios were developed for Zinifex’s major assets. The production rates and operating and capital costs assumed in each scenario were reviewed in detail by independent technical specialists, AMC. The discounted cash flow models project cash flows from 1 January 2008 onwards.

AMC valued Zinifex’s exploration interests.

Zinifex achieved record earnings for the year to 30 June 2007 and its share price reached an all time high of $21.60 in July 2007. Since then, however, the zinc price has fallen substantially. Zinifex’s share price fell to as low as $8.03 in January 2008 before recovering to current levels around $10.00. Zinifex’s share price volatility highlights the extent to which its earnings are leveraged to the zinc price. Similarly, estimates of value for its operating assets are highly sensitive to relatively small changes in expectations of future zinc prices. A wide range of values could reasonably be estimated and valuations in this context are inevitably subjective.

1.2 Century Grant Samuel has valued Century in the range US$2,600-2,900 million, which equates to A$2,826-3,152 million at an exchange rate of A$1.00 = US$0.92.

The valuation is based on a detailed financial model for Century, incorporating production, capital and operating costs projections developed by AMC using information provided by Zinifex.

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The model assumes that, while there may be opportunities to mine small high grade deposits outside the current Century deposit, these will not have a material impact on project life. Accordingly, mining operations will effectively be limited to current reserves and will continue to 2015. Total ore production over the life of the project (from 1 July 2007) is expected to be approximately 44.8 million tonnes at average grades of 12.2% zinc and 1.2% lead, for life of mine production of 4.4 million tonnes of zinc and 326,800 tonnes of lead in concentrate. Cash costs are projected to decline progressively as the mine stripping ratio decreases. Zinc concentrate treatment charges are projected to fall from recent levels and, depending on assumed zinc prices, to average around US$250-280 per tonne of payable zinc. Rehabilitation costs at the end of the life of mine are estimated at approximately $67 million.

The following table summarises projected production and costs for the Century operation:

Century Mine – Model Parameters Total Life of 2008 2009 2010 2011 2012 Mine Ore milled (Mt) 5.6 5.6 5.6 5.6 5.6 44.8 Zinc milled grade (%) 10.8 13.0 12.1 12.3 12.0 12.2 Zinc production (000’s tonnes) 511 589 549 557 543 4,391 Lead milled grade (%) 1.1 1.2 1.0 1.1 1.2 1.2 Lead production (000’s tonnes) 40 41 36 39 41 327 Total cash costs (US¢ / lb zinc) 78 64 60 47 45 52 Capital expenditure (US$ million) 88 42 5 8 17 158

The results of the NPV analysis are set out below:

Century – NPV Analysis (US$ million) Zinc Price Scenario Low Mid High Discount Rate Zinc US$1.00 Zinc US$1.10 Zinc US$1.20 8.0% 2,228 2,632 3,036 8.5% 2,187 2,584 2,981 9.0% 2,146 2,537 2,927

Grant Samuel’s valuation of Century in the range US$2,600-2,900 million reflects the NPV analysis summarised above and takes into account the following factors:

Century’s status as one of the world’s largest zinc mines and its low sovereign risk location;

AMC’s view that prospectivity in the immediate vicinity of Century is modest and that it is reasonable to assume that the project life will not be extended materially beyond 2015; and

the tax benefits potentially available to an acquirer of Century. These benefits relate in part to the potential opportunity for an acquirer of Century to reset asset values for tax purposes to current replacement costs. In addition, there are tax losses of around $800 million within the Zinifex subsidiary that owns Century. These losses would potentially be available to an acquirer of Zinifex. Taking these two tax benefits into account increases calculated NPVs by the order of A$400 million. While these benefits could be available to a number of hypothetical acquirers of Century, they are not available to Zinifex on a standalone basis. In Grant Samuel’s view it is not appropriate to include these benefits in full in the valuation of Century.

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1.3 Rosebery Grant Samuel has valued Rosebery in the range US$500–600 million, which equates to A$543- 652 million at an exchange rate of A$1.00 = US$0.92.

Detailed financial models were developed to analyse the mining operations, based on two valuation cases incorporating production, capital and operating cost projections developed by AMC using information provided by Zinifex.

Case 1 includes reported reserves and additional ore not currently included in reserves. AMC assumes that 50% of inferred resource tonnes will be recovered. As a result, total contained zinc mined over the life of the project exceeds current reserves by approximately 68%. Over the life of the project, a total of 7.7 million tonnes of ore grading an average of 10.9% zinc and 2.6% lead is treated, to produce 765,330 tonnes of zinc and 163,800 tonnes of lead in concentrate. Capital costs of $135 million are incurred between 2008-2010 in relation to mine infrastructure and operation, concentrator capacity and renewal options and new tailings dam. Cash costs of production increase in 2009 relative to 2008, reflecting the higher costs associated with increased milling. Operations continue until 2017, following which closure costs of $46 million are incurred.

Case 2 builds on Case 1 and includes an additional 4.2 million tonnes of ore mined and brought into production at average grades and cost. This additional ore extends the mine life by five years and reflects AMC’s judgement that it is reasonable to expect that additional ore will be sourced from mineralisation not currently included in the resource model. Over the life of the project, a total of 11.9 million tonnes of ore grading an average of 11.0% zinc and 2.6% lead is treated, to produce 1.2 million tonnes of zinc and 250,000 tonnes of lead in concentrate. Operations continue until 2022, following which closure costs of $46 million are incurred.

The following table summarises projected production and costs for the two scenarios:

Rosebery –Model Parameters Total Life of 2008 2009 2010 2011 2012 Mine Case 1 Ore milled (Kt) 780 872 854 850 850 7,697 Zinc milled grade (%) 11.8 11.3 9.3 11.0 11.0 10.9 Zinc production (000’s tonnes) 84 90 72 85 85 765 Lead milled grade (%) 3.2 2.9 2.6 2.5 2.5 2.6 Lead production (000’s tonnes) 20 21 18 17 17 164 Total cash costs (US¢ / lb of zine) 19 30 36 35 34 34 Capital expenditure (US$ million) 54 46 36 36 36 250 Case 2 Ore milled (000’s tonnes) 780 872 854 850 850 11,947 Zinc milled grade (%) 11.8 11.3 9.3 11.0 11.0 11.0 Zinc production (000’s tonnes) 84 90 72 85 85 1,191 Lead milled grade (%) 3.2 2.9 2.6 2.5 2.5 2.6 Lead production (000’s tonnes) 20 21 18 17 17 250 Total cash costs (US¢ / lb) 19 30 36 35 34 33 Capital expenditure (US$ million) 54 46 36 39 39 322

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The following table summarises the results of the NPV analysis for the two cases:

Rosebery – NPV Analysis (US$ million) Zinc Price Scenario Discount Rate Low Mid High (%) Zinc US$1.00 Zinc US$1.10 Zinc US$1.20 Case 1 8.00 344 408 471 8.50 337 399 462 9.00 330 391 452 Case 2 8.00 488 581 673 8.50 473 563 653 9.00 458 546 633

Grant Samuel’s valuation of Rosebery in the range US$500-600 million reflects a judgement that there are reasonable prospects that the mine life will be extended as contemplated in Case 2.

1.4 Dugald River Grant Samuel has valued Zinifex’s Dugald River project in the range US$500-600 million, which equates to A$543-652 million at an exchange rate of A$1.00 = US$0.92.

A feasibility study for the development of the Dugald River project is currently underway. In the interim, DCF analysis of the project is limited to preliminary information based on the pre- feasibility study for the project that was completed in December 2006. Very high net present values can be estimated for the project based on the pre-feasibility study estimates. However, these values are not necessarily meaningful evidence as to value, given the significant increases in capital and operating costs in recent times, the inevitable imprecision in pre-feasibility study estimates and the uncertainties left unresolved by the pre-feasibility study.

Some guidance as to value is provided by an assessment of the share market values of listed companies with significant undeveloped zinc projects. Terramin Australia Ltd (“Terramin”) and Herald Resources Ltd (“Herald”) both have significant undeveloped zinc operations.

Zinc Companies Statistics – Selected Listed Companies Enterprise Resource Reserve Value A$ million Zinc ‘000 t Zinc ‘000 t Dugald River 543 5,800 652 Terramin 351 2,068 190 Herald 505 1,640 749

Terramin has an enterprise value of approximately A$310 million. Terramin’s main asset is the 65% owned Oued Amizour Project in Algeria, which contains the Tala Hamza zinc deposit, one of the largest undeveloped zinc deposits in the world. A scoping study for the project has recently been completed. It suggests that Tala Hamza could support a 2.0 Mpta mining operation producing approximately 94,000 tonnes of payable zinc per annum at cash costs of US$0.43/lb of zinc. A pre-feasibility study is to commence immediately. Terramin also owns the Angas zinc mine in South Australia, which is expected to commence production during 2008, and has a 24% interest in the Menninnie Dam joint venture with Zinifex.

Herald has an enterprise value of approximately A$500 million. Its primary asset is its 80% interest in the Dairi zinc/lead project in Indonesia, which is expected to begin production in 2010. Herald is the subject of competing takeover offers from Calipso Investment Pte. Ltd and Tango Mining Pte. Ltd, and its current share price accordingly reflects full underlying values rather than trading values. The Dairi zinc/lead project is expected to mine and treat approximately 1Mtpa of

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ore for annual production of around 115,000 tonnes of zinc metal in concentrate, at estimated cash costs of US$0.45-0.62/lb of zinc. Project capital costs are estimated at $133 million and current planning is for a mine life of seven years.

Valuation of Dugald River is essentially judgemental, given its development status. A feasibility study for the project has not yet been completed and, assuming a positive development decision, Dugald River is not expected to enter production before 2011. However, given Zinifex’s current understanding of the Dugald River orebody and the issues associated with its development, there would appear to be good prospects that the project will proceed (subject to future zinc prices). Dugald River would be a significant project in an environment in which few new major zinc projects are expected to come on stream. Moreover, by comparison with many other potential new zinc projects (including those of Terramin and Herald), Dugald River’s Australian location is highly attractive from a sovereign risk perspective. Having regard to these factors and the market values of the comparable companies set out above (which in the case of Terramin reflect share market values rather than full underlying value), Grant Samuel believes that its valuation of Dugald River in the range US$500-600 million is reasonable.

1.5 Nunavut

Grant Samuel has valued Zinifex’s Nunavut interests in the range US$330-360 million, which equates to A$359-391 million at an exchange rate of A$1.00 = US$0.92.

Zinifex acquired its Nunavut interests through the acquisition in June 2007 of Wolfden Resources, a Canadian-based listed company, for approximately $388 million (C$345 million). The major assets acquired (the Izok Lake and High Lake projects) are polymetallic deposits with the potential to support significant operations producing, principally, zinc and copper. However, major issues are still to be resolved, including in relation to the infrastructure required to transport concentrates (potentially through a port to be constructed on Coronation Gulf).

Zinifex recently commenced a pre-feasibility study on the potential development of Izok Lake. There are no current, robust estimates of likely future capital and operating costs available on which to base a meaningful DCF analysis of the Nunavut properties. In these circumstances, in Grant Samuel’s view, the best evidence as to value is the price paid by Zinifex for Wolfden. Grant Samuel’s valuation of the Nunavut interests in the range US$330-360 million reflects, at the top end of the range, the price paid by Zinifex for Wolfden and, at the bottom end of the range, the significant decline in zinc prices since May 2007.

1.6 Allegiance Mining

Grant Samuel has valued Zinifex’s shareholding in Allegiance in the range $850-950 million.

On 17 December 2007, Zinifex announced its intention to make takeover offer for all the ordinary shares in Allegiance. On 25 February 2008 Zinifex announced an increase in the offer to $1.10 cash per share, valuing Allegiance at approximately $888 million. The increased offer was recommended by the Allegiance board of directors. As at 5 May 2008, Zinifex had received acceptances for 97% of Allegiance’s ordinary shares under the takeover offer and can now move to compulsorily acquire the remaining 3% ordinary shares outstanding.

As of early April 2008 Zinifex’s takeover offer for Allegiance remained open. Given the timing of the offer, neither Grant Samuel nor AMC was able to undertake a detailed review of Allegiance’s major asset, the Avebury nickel mine. In these circumstances, the best evidence as to the value of Zinifex’s shareholding in Avebury is the price paid by Zinifex under the takeover offer. Grant Samuel is not aware of any evidence that suggests that the takeover terms did not reflect an arms length price. The value of 100% of Allegiance implied by the takeover offer price is around $888 million. Grant Samuel’s valuation of Allegiance reflects an assumption that the price paid by Zinifex fell approximately at the mid-point of a range of underlying values of $850-950 million for Allegiance.

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1.7 Other

Grant Samuel’s valuation also takes into account the following: AMC has valued Zinifex’s regional exploration interests in the range $10-20 million; Zinifex holds 7.79 million Nyrstar shares, which it retained after the Nyrstar IPO. Based on recent Nyrstar share prices, Grant Samuel has attributed a value of $170-180 million to this shareholding; Zinifex’s net cash for valuation purposes is summarised in the following table:

Zinifex – Adjusted Net Cash A$ million Cash and cash equivalents at 31 December 2007 2,228.0 Debt at 31 December 2007 (118.1) Dividend payable (170.4) Payments relating to Allegiance takeover offer (897.8) Adjusted Net Cash 1,041.7

The payment of dividends assumes a 100% cash payout at a dividend rate of 35¢ per share.

The cash payment of $898 million relating to the Allegiance takeover offer assumes 100% takeover of Allegiance shares for which Zinifex has received acceptances of 97% as at 5 May 2008 under the takeover and can now move to compulsorily acquire the remaining 3%, together with transaction costs; and Zinifex incurs corporate costs that have not been incorporated in the cash flow models for the mining assets. These include costs associated with maintaining offices, the executive management team, finance and corporate administration, exploration administration and other overhead costs. It is likely that a significant proportion of these costs could be eliminated by a corporate acquirer. Costs associated with being a public listed company would also be eliminated by any acquirer of Zinifex. An allowance of $100-150 million has been made in the valuation for the capitalised value of the residual overhead costs and one off costs to achieve the savings.

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2 Valuation of Oxiana

2.1 Summary Grant Samuel has valued Oxiana in the range A$5,944 – 6,726 million. The valuation represents the full underlying value of Oxiana. The value exceeds the price at which, based on current market conditions, Grant Samuel would expect Oxiana shares to trade on the ASX in the normal course of trading.

Oxiana has been valued by estimating the market value of its assets and adjusting for net debt, senior subordinated convertible notes, unlisted options and the capitalized value of corporate overheads. The valuation is summarised below:

Oxiana – Valuation Summary Section Valuation (US$ million) Valuation (A$ million) Reference Low High Low High Sepon (90%) 2.2 2,200 2,400 2,391 2,609 Golden Grove 2.3 600 700 652 761 Prominent Hill 2.4 2,600 2,800 2,826 3,043 Martabe 2.5 650 750 707 815 Other 2.6 130 175 Corporate costs 2.6 (150) (100) Enterprise Value 6,556 7,303 Adjusted net debt at 31 December 2007 2.6 (197) (197) Senior subordinated convertible notes 2.6 (370) (340) Unlisted options 2.6 (45) (40) Equity Value 5,944 6,726

The valuation of Oxiana’s assets was based on discounted cash flow analysis and, where appropriate, analysis of comparable projects and companies. Two different valuation scenarios were developed for each asset. The production rates and operating and capital costs assumed in each scenario were reviewed in detail by independent technical specialists, AMC. The discounted cash flow models project cash flows from 1 January 2008 onwards.

AMC valued Oxiana’s exploration interests.

The valuation of Oxiana reflects a positive view on copper prices, which have been at historically high levels for much longer than anticipated by almost all market analysts and commentators. It reflects a judgement that Oxiana’s Prominent Hill and Sepon copper assets would be attractive to a range of potential acquirers in these circumstances.

2.2 Sepon Grant Samuel has valued a 100% interest in the Sepon operations in the range US$2,400–2,650 million. This implies a value for Oxiana’s 90% interest in Sepon of US$2,200-2,400 million, which equates to A$2,391-2,609 million at an exchange rate of A$1.00 = US$0.92.

The valuation of Sepon is an overall judgement on value. It takes into account the value of Sepon Copper, which contributes most of the value of Sepon, and the value of the existing Sepon Gold operation. In addition, the valuation incorporates the value of resources not currently scheduled for mining and the value of exploration upside. The valuation reflects Grant Samuel’s judgemental assessment of the impact on value of sovereign risk associated with Sepon’s location in Laos and the optionality inherent in Oxiana’s position as the operator of major gold and copper processing plants in a minerals rich province.

The Sepon Copper operation contributes the majority of the value of Sepon. Grant Samuel prepared detailed financial models for the Sepon Copper operations. These models were based on Page 7

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two valuation cases, which incorporate production, capital and operating cost projections developed by AMC using information provided by Oxiana.

Case 1 assumes the mining of both reported reserves and additional mining inventory not currently in reserves. As a result, total contained copper mined and processed exceeds current reserves by 17%. A total of 22.2 million tonnes of ore at an average copper grade of 4.2% is milled over the life of the project. It is assumed that, following the completion in 2010 of the expansion to the copper operations, the plant is able to produce 78,000 tonnes of copper per annum. Operations continue to 2019, with closure costs of US$20 million in that year.

Case 2 assumes that an additional 4.7 million tonnes of ore is mined and treated at average grades and cost. This additional ore extends the mine life by two years and reflects AMC’s view that there is a reasonable prospect that ore not currently included in the resource model will be identified, mined and processed. As a result, Case 2 assumes the milling and treatment of a total of 26.8 million tonnes at an average copper grade of 4.2% over the life of the project. It is assumed that, following expansion of the copper operations, further debottlenecking results in an increase in production capacity to 81,000 tonnes of copper per annum, which is achieved in 2012.

The following table summarises projected production and costs for the two scenarios:

Sepon Copper – Model Parameters Total Life of 2008 2009 2010 2011 2012 Mine Case 1 Ore milled (000’s tonnes) 1,350 1,700 2,000 2,000 2,000 22,155 Copper milled grade (%) 5.1 4.6 4.2 4.2 4.2 4.2 Copper production (000’s tonnes) 63 71 78 78 78 846 Total cash costs (US¢ / lb cu)¹ 89 90 90 93 96 92 Capital expenditure (US$ million) 106.0 125.6 7.0 7.6 33.3 336.0 Case 2 Ore milled (000’s tonnes) 1,350 1,700 2,000 2,052 2,077 26,841 Copper milled grade (%) 5.1 4.6 4.2 4.2 4.2 4.2 Copper production (000’s tonnes) 63 71 78 80 81 1,029 Total cash costs (US¢ / lb cu)¹ 89 90 86 90 95 92 Capital expenditure (US$ million) 106.0 125.6 7.0 8.6 33.3 351.1 Note: assumes 100% interest. Notes: 1. After royalties and copper premium is taken as a credit.

The NPV analysis takes into account the written down tax value of assets as at 31 December 2007.

The following table summarises the results of the NPV analysis for the two cases:

Sepon Copper – NPV Analysis (US$ million) Copper Price Scenario Discount Copper Copper Copper Copper

Rate US$2.50 US$2.75 US$3.00 US$3.25 Case 1 8.0% 1,579 1,742 1,904 2,067 8.5% 1,545 1,703 1,860 2,018 9.0% 1,511 1,665 1,818 1,971 Case 2 8.0% 1,833 2,032 2,230 2,427 8.5% 1,786 1,979 2,170 2,361 9.0% 1,741 1,928 2,113 2,297 Note: assumes 100% interest. Page 8

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The table above illustrates the sensitivity of the calculated values to a range of valuation assumptions.

Based on current reserves and oxide resources, the Sepon Gold operations have a limited remaining life. Grant Samuel has assessed the value of the current operations on the basis of two valuation scenarios prepared by AMC. The scenarios assume the treatment of 5.3-6.6 million tonnes of ore grading 1.63g/t (representing 141%-176% of current reserves), for total gold production of around 215,000-270,000 ounces at average cash costs of approximately US$650- 660/ounce. DCF analysis at gold prices of US$900-920 per ounce suggests net present values in the approximate range US$25-40 million.

In addition to the above, Grant Samuel has taken the following into account in its assessment of the value of Sepon:

there is no definitive plan for the mining and processing of the primary gold resource at Sepon, which totals 35 million tonnes at 2.0 g/t for 2.2 million contained ounces of gold at 0.5 g/t gold cut off. The mineralisation is refractory and cannot be treated through the current carbon-in-leach processing plant at Sepon. Additional plant, employing some alternative treatment process (for example, pressure oxidation) will be required to treat the sulphide resources. The current resources are of relatively low grade and, based on the current known resource base, the economics of developing the primary resource base appear marginal. However, the discovery of additional primary mineralisation has the potential to allow the development of a significant primary gold operation. AMC has suggested that the current primary gold resource could be valued on the basis of $/ounce values in the range A$8- 12/ounce, suggesting a value for the primary gold resource of A$18-26 million;

while to date only limited primary copper mineralisation has been identified, Oxiana believes that there may be potential for the development of a primary copper operation, treating primary ore by floatation to produce a copper concentrate. AMC has suggested that the current primary copper resource could be valued on the basis of $/tonne values in the range A$30-45/tonne, suggesting a value for the primary copper of A$5.7-8.5 million;

AMC has valued Oxiana’s exploration interests in the broader Sepon project area in the range A$15-25 million;

because Sepon is located in Laos, there are sovereign risk issues not associated with mines in first world jurisdictions such as Australia. In Grant Samuel’s view, however, these sovereign risk issues have only a limited impact on the value of Sepon. In general, mining companies appear to be increasingly willing to develop or acquire projects in locations that would traditionally have been viewed as high risk (and which appear significantly riskier than Laos). In the case of Sepon, Oxiana has been producing from the Sepon Gold operation since 2002 and from the Sepon Copper operation since March 2005. The permitting approvals process and the determination of arrangements between mine operator and government (which are parts of the resources project development process during which projects can be particularly vulnerable to the incidence of sovereign risk) are long since completed. Oxiana believes that it enjoys a well-established and productive relationship with the Laos government, under a 50 year agreement that sets out the rights and obligations of both parties. The experience of Pan Australian Resources Limited (“Pan”) in Laos, where Pan has successfully developed the Phu Bia gold project and is expected shortly to commence production from the significant Phu Kham copper-gold project, also suggests that Laos is a relatively benign environment from a sovereign risk perspective;

Oxiana’s position as the operator of a significant treatment facility within the minerals rich Sepon area provides a set of valuable real options, the value of which is not captured in terms of traditional DCF analysis. Similarly, Oxiana’s position and experience in Laos generally is not capable of easy duplication and provides a further source of potential value.

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Based on the DCF analyses for Sepon Copper and Sepon Gold, and having regard to the matters set out above, Grant Samuel has attributed an overall value of US$2,400-2,650 million to a 100% interest in Sepon.

The market value of Pan provides useful evidence as to the value of Sepon.

Pan’s major asset is the Phu Kham copper-gold project. The Phu Kham project will mine a primary copper orebody by open pit methods and produce (by way of floatation) a copper-gold concentrate that will be trucked to ports in Thailand and then shipped to smelter customers in Asia. As at 31 December 2007, Pan expected to incur approximately A$50 million of further start up capital expenditure prior to the commencement of production. In addition Pan is expected to incur A$45 million for expansion of the operations. Production is expected to start in the near future, for initial production of around 60,000 tonnes per annum of copper in concentrate, with a planned expansion from 2010 to around 75,000 tonnes per annum in concentrates. Pan’s other assets are the Phu Bia gold project, which has mined and treated by heap leach the low grade gold cap over the Phu Kham deposit, the promising Ban Houayxai gold project, also in Laos and the Puthep copper project in Thailand.

Copper Companies Statistics – Selected Listed Companies Cash Operating Enterprise Resource Reserve Production Costs Value Copper Copper Copper A$ billion ‘000 t ‘000 t ‘000 t US¢/lb cu¹ Sepon Copper – Low 2.6 63-78 74 1,587 786 - High 2.9 63-81 74 Pan Australian Resources Limited² 2.0 1,481 918 60-75 91 Notes: 1. After gold and silver credits and copper premium (where applicable) which may be based on different gold and silver prices. Cash operating costs are assumed for 2009. 2. Assumes only Pan Australian’s interest in Reserves and Resources.

While Pan will produce copper concentrate by contrast to Sepon’s production of copper cathode, the location of both mines in Laos suggests that the market value of Pan provides useful evidence as to the value of Sepon.

Pan’s current enterprise value based on share market trading values is approximately A$2.0 billion (including net debt and outstanding capital commitments). This suggests that on a full underlying value basis (which typically would be at a premium of, say, around 25-40% to share trading values) Pan could have an enterprise value of around A$2.5-2.8 billion or US$2.3-2.6 billion. By comparison with Pan, although Pan has slightly greater reserves, Sepon has greater resources, is currently in production, has higher expected production rates both immediately and in the longer term, and (based on publicly available information) lower cash costs of production. Accordingly, in Grant Samuel’s view, the market value of Pan provides general support for Grant Samuel’s valuation of 100% of Sepon in the range US$2,400-2,650 million.

2.3 Golden Grove Grant Samuel has valued the Golden Grove operations in the range US$600–700 million, which equates to a value of A$652-761 million using an exchange rate of A$1.00 = US$0.92.

Case 1 is primarily based on reported reserves for Scuddles and Gossan Hill with some mining of inferred resources at Xantho and Batavia. Total ore milled over the life of the project is approximately 10.4 million tonnes at grades of 12.2% zinc and 3.2% copper. Case 1 includes A$14 million of expenditure in 2008 in relation to studies for potential open pit developments at Golden Grove and associated drilling programs, although no open pit production is assumed. Page 10

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However, this expenditure will be required to assess the viability of the proposed open pit developments. Case 1 assumes that operations cease in 2015 and A$29 million of closure and rehabilitation costs are incurred in 2014-2015.

Case 2 is based on Case 1. In addition, it assumes further underground production from Xantho Extended and Cervantes, as well as the mining of gold and copper oxide mineralisation from the proposed Gossan Hill open pits. Total ore milled over the life of the project is around 20.2 million tonnes at average grades of 12.6% zinc and 3.2% copper. Gold ore is assumed to be toll treated at a nearby plant to produce gold dore. The increase in total cash costs per pound of zinc from 2010 is the result of increased costs associated with the treatment of oxide ore. Zinc production falls away from 2012 and copper production increases substantially from 2013, such that measuring cash costs per pound of zinc becomes less meaningful. Total capital costs over the life of the project are close to double those for Case 1, reflecting the additional underground development required as well as capital expenditures associated with the open pit developments. The life of operations is assumed to extend to 2019, with A$24 million of closure costs incurred in 2018- 2019. This amount is slightly less than for Case 1, reflecting an assumption that waste from the open pits will be available for rehabilitation/capping. The following table summarises projected production and costs for the two scenarios:

Golden Grove – Model Parameters Total Life of 2008 2009 2010 2011 2012 Mine Case 1 Ore milled (‘000 tonnes) 1,750 1,801 1,870 1,798 1,328 10,405 Zinc milled grade (%) 15.8 12.6 11.1 12.2 10.8 12.2 Zinc concentrate grade (%) 54.0 53.0 53.0 53.0 53.0 53.2 Copper milled grade (%) 3.3 2.9 3.0 3.0 3.1 3.2 Copper concentrate grade (%) 23.0 23.0 22.0 22.0 22.0 22.3 Contained metal in concentrates Zinc (000’s tonnes) 139 115 89 117 71 570 Copper (‘000 tonnes) 24 21 27 20 17 157 Lead (‘000 tonnes) 12 12 11 13 9 62 Gold (‘000 ounces) 51 38 30 44 23 209 Silver (‘000 ounces) 3,198 2,580 2,191 2,630 1,752 13,664 Total cash costs (US¢ / lb zn)¹ 12 9 2 24 29 7 Capital expenditure (A$ million) 169.3 31.1 24.1 10.1 1.4 265.7 Case 2 Ore milled (‘000 tonnes) 1,754 1,823 2,003 1,998 1,989 20,154 Zinc milled grade (%) 15.4 12.8 10.9 12.1 11.3 12.6 Zinc concentrate grade (%) 53.6 53.1 52.7 52.9 52.8 53.0 Copper milled grade (%) 3.4 3.0 3.0 3.0 3.1 3.2 Copper concentrate grade (%) 22.7 22.1 22.1 22.1 22.3 22.9 Contained metal in concentrates Zinc (‘000 tonnes) 140 107 83 116 84 846 Copper (‘000 tonnes) 23 24 30 24 29 359 Lead (‘000 tonnes) 12 8 7 9 7 71 Gold (‘000 ounces) 53 27 21 32 20 367 Silver (‘000 ounces) 3,282 1,897 1,555 2,041 1,532 21,966 Total cash costs (US¢ / lb zn)¹ 14 18 31 40 35 4 Capital expenditure (A$ million) 167.3 85.3 76.6 69.9 44.2 509.3 Notes: 1. Costs are per lb of zinc produced and are after treatment and refining costs and royalties. Gold, silver, copper and lead are taken as credits. Page 11

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The NPV analysis takes into account the written down tax value of assets as at 31 December 2007 and does not include the potential opportunity for an acquirer of Golden Grove to reset asset values for tax purposes to current replacement costs.

The following table summarises the results of the NPV analysis for the two cases:

Golden Grove – NPV Analysis (US$ million) Zinc and Copper Price Scenario Zinc US$1.00 Zinc US$1.10 Zinc US$1.20 Zinc US$1.20 Discount Rate Copper US$2.50 Copper US$2.75 Copper US$3.00 Copper US$3.25 Case 1 8.0% 429 476 523 547 8.5% 423 469 515 538 9.0% 417 462 507 530 Case 2 8.0% 594 677 759 828 8.5% 578 658 737 804 9.0% 561 639 716 781

Grant Samuel’s valuation range of US$600-700 million is based on the NPV analysis summarised above and reflects a judgement that it is likely that Golden Grove will ultimately produce more ore than is assumed in Case 1. The valuation takes into account AMC’s valuation of the regional exploration in the area.

2.4 Prominent Hill Grant Samuel has valued the Prominent Hill operation in the range US$2,600–2,800 million, which equates to a value of A$2,826-3,043 million using an exchange rate of A$1.00 = US$0.92.

The valuation of Prominent Hill takes into account DCF analysis of the mining operation. However, it also recognises that there is potentially significant value not reflected in the DCF analysis. There are substantial resources at Prominent Hill not captured within current planned mining operations, because they are uneconomic or only marginally economic at copper prices used for planning purposes. However, if current copper prices approaching US$4.00/lb were to persist, significant additional resources may ultimately become available for mining. In addition, there is considerable exploration prospectivity, both immediately adjacent to the planned open pit and in the broader tenement holding. While this prospectivity has been recognised in part in the upside case analysed in the DCF analysis, the DCF analysis cannot capture the complex and potentially very valuable real options embedded in the mining operation. Grant Samuel has not attempted to precisely identify and individually value any of these numerous real options. However, Grant Samuel’s valuation of Prominent Hill incorporates a judgemental assessment of the option value inherent in the mining operation but not captured in the DCF analysis, having regard to the extent of resources not currently in reserves, the possible value of those resources at different copper prices, the indications of further mineralisation in the immediate vicinity of the mining operation and the likely lengthy mine life.

The valuation reflects an expectation that there will be no material delays or cost overruns in relation to the completion of construction and the commissioning of Prominent Hill. Based on Oxiana’s current understanding of the project progress and AMC’s review, Grant Samuel believes that this expectation is reasonable. However, Prominent Hill is not yet in production. Any significant delays, cost overruns or operational issues that resulted in the Prominent Hill operations performing at levels below those currently expected could affect value, perhaps materially.

The valuation incorporates the value of regional exploration around Prominent Hill.

Detailed financial models were developed to analyse the Prominent Hill mining operations, based on two valuation cases incorporating production, capital and operating cost projections developed by AMC using information provided by Oxiana.

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Case 1 reflects the current life of mine plan, with mining of both ore reserves and additional inferred resources not in reserves but within the current pit design. The case assumes that total ore milled over the life of the project is 79.3 million tonnes at an average copper grade of 1.2%. Production commences in the second half of 2008. Throughput rates reach 95% of design capacity in 2009 and full capacity in 2010. Total capital expenditure for 2008 is A$569 million. The life of the mine is 11 years and A$40 million of closure expenses are incurred following mine closure.

Case 2 assumes the mining of additional upper level underground ore and ore from open pit extensions. Case 2 assumes that A$10 million for minor debottlenecking of the plant is spent. Copper and gold metallurgical recoveries have been reduced by 0.5% relative to the life of mine plan to allow for reduced rougher flotation retention time. A total of 113.7 million tonnes at an average copper grade of 1.3% is milled over the life of the project. Underground production is mined in 2010, reaching an annual mining rate of one million tonnes from 2012. The underground mine adds a total of 10.6 million tones of ore at 2.03% copper grade, at an additional capital cost of A$284 million for the underground open level stoping. The open pit is assumed to be extended beyond the current ultimate pit design (both to the east and west) commencing in 2018. Approximately eight million tonnes per annum are mined from the pit extension over three years at an average grade of 1.24% copper. Total capital expenditure for 2008 is A$575 million. The mine life is 14 years and A$40 million of closure costs are incurred following mine closure.

The following table summarises projected production and costs for the two scenarios:

Prominent Hill – Model Parameters Total Life of 2008 2009 2010 2011 2012 Mine Case 1 Ore mined (‘000 tonnes) 8,246 8,276 7,235 7,333 8,156 79,289 Ore milled (‘000 tonnes) 1,450 7,579 8,000 8,000 8,000 79,289 Copper milled grade (%) 1.6 1.7 1.5 1.5 1.3 1.2 Copper concentrate grade (%) 50.6 51.2 48.0 48.2 46.4 45.0 Contained copper concentrate Copper (‘000 tonnes) 19 112 105 102 90 845 Gold (‘000 ounces) 15 85 97 110 106 1,123 Silver (‘000 ounces) 64 364 268 309 329 3,124 Total cash costs (US¢ / lb cu)¹ 588 90 87 76 89 80 Capital expenditure (A$ million) 568.6 2.0 5.4 2.0 5.4 645.2 Case 2 Ore mined (‘000 tonnes) 8,246 8,276 7,360 7,833 9,156 113,701 Ore milled (‘000 tonnes) 1,631 8,526 9,000 9,000 9,000 113,701 Copper milled grade (%) 1.6 1.7 1.5 1.5 1.3 1.3 Copper concentrate grade (%) 50.6 51.2 48.1 48.3 46.8 46.3 Contained copper concentrate Copper (‘000 tonnes) 21 126 118 116 100 1,282 Gold (‘000 ounces) 17 95 109 125 129 1,605 Silver (‘000 ounces) 72 410 290 360 377 4,601 Total cash costs (US¢ / lb cu)¹ 520 80 80 76 97 85 Capital expenditure (A$ million) 574.6 48.0 53.4 50.0 43.4 923.2 Notes: 1. Gold and silver are taken as credits and costs include treatment and refining charges and royalties.

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The following table summarises the results of the NPV analysis for the two cases:

Prominent Hill – NPV Analysis (US$ million) Copper Price Scenario Copper Copper Copper Copper Discount Rate US$2.50 US$2.75 US$3.00 US$3.25 Case 1 8.0% 1,385 1,539 1,693 1,847 8.5% 1,343 1,492 1,642 1,792 9.0% 1,302 1,447 1,593 1,738 Case 2 8.0% 1,862 2,101 2,340 2,578 8.5% 1,796 2,027 2,257 2,487 9.0% 1,733 1,955 2,178 2,400

The NPV analysis takes into account the written down tax value of assets as at 31 December 2007.

Grant Samuel’s valuation of Prominent Hill in the range US$2,600-2,800 million reflects the NPV analysis above and also takes into account certain tax benefits potentially available to an acquirer of Oxiana. An acquirer should be able to reset tax values (including the value attributed to mining tenements) to reflect acquisition costs. On this basis, an acquirer could potentially amortise for tax purposes approximately $1.5 billion of value (in excess of current written down values) over the life of the project. These tax deductions would have a net present value (not included in the NPV summary set out above) of around $300 million. These tax benefits are not available to Oxiana on a standalone basis.

Grant Samuel has also considered valuation evidence from an analysis of copper companies with significant start up projects. Pan and its Phu Kham project are discussed in more detail above. Equinox Minerals Limited (“Equinox”) is developing the Lumwana copper project in Zambia. Lumwana is a very large project with a total mine life of 37 years, expected to commence production of copper concentrates during 2008.

The following table compares key characteristics of Prominent Hill, Pan and Equinox:

Copper Companies Statistics – Selected Listed Companies Resource Reserve Production Cash Enterprise Operating Value Copper Gold Copper Gold Copper Gold Costs A$ billion ‘000 t ‘000 oz ‘000 t ‘000 oz ‘000 t ‘000 oz US¢/lb cu¹ Prominent Hill - Low² 2.8 1,850 3,711 883 1,294 112 85 78 - High 3.0 1,850 3,711 883 1,294 126 95 68 Equinox ³ 3.3 6,278 412 2,346 - 169 - 78 Pan4 2.0 1,481 1,985 918 1,342 60-75 60-65 91 Notes: 1. After gold and silver credits and copper premium which may be based on different gold and silver prices. 2. Production and cash operating costs are assumed for 2009. 3. Production and cash operating costs are averages assumed over the initial six years of operation. 4. Assumes only Pan’s interest in Reserves and Resources. Cash operating costs for 2009.

Based on share market values, Equinox has an enterprise value of approximately A$3.3 billion (including net debt and outstanding capital commitments). While considerable caution needs to be exercised in extrapolating full underlying values from market values simply by adding a premium, a premium of 25-40% to market value would imply a full underlying value for the project of around A$4.1-4.6 billion. Moreover, there is presumably some discount for sovereign risk built in to the Equinox share price: it is likely that Lumwana would be more valuable if it was located in South Australia (like Prominent Hill) rather than Zambia.

Having regard to these issues, and the differences between Prominent Hill, Pan and Equinox in terms of reserve base, production rates and mine life, Grant Samuel believes that the current

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market capitalisation of Equinox and Pan provides general support for Grant Samuel’s valuation of Prominent Hill in the range US$2,600-2,800 million (A$2,826-3,043 million).

2.5 Martabe Grant Samuel has valued Martabe in the range US$650-750 million, which equates to A$707-815 million at an exchange rate of A$1.00 = US$0.92. The valuation incorporates the value of regional exploration around Martabe.

Case 1 assumes that ore is sourced principally from the Purnama deposit. The mine life is extended by around two years through mining additional resources resulting in production ending in 2020. In total, 46.7 million tonnes of ore is milled over the project life at an average gold grade of 1.87 g/t, for gold production of 2.1 million ounces. Closure expenses of US$4.2 million are incurred in the last two years of mine life.

Case 2 is an accelerated version of Case 1, whereby lower grade material is stockpiled allowing higher grade material to be processed first. Slightly higher recoveries are assumed in this case. It is also assumed that additional resources to support a further two years of mining are discovered through other exploration success in the area. This results in the mine life ending in 2022 with total ore milled of 55.6 million tonnes at an average gold grade of 1.85g/t, for total gold production of 2.5 million ounces of gold. Closure expenses of US$4.2 million are incurred in the last two years of mine life.

The following table summarises projected production and costs for the two scenarios:

Martabe – Model Parameters Total Life of 2008 2009 2010 2011 2012 Mine Case 1 Ore milled (000’s tonnes) - - 3,565 4,494 4,508 46,718 Gold milled grade (g/t) - - 1.73 1.83 1.85 1.87 Gold production (000’s ounces) - - 161 207 207 2,124 Total cash costs (US¢ / oz au)¹ - - 291 243 239 234 Capital expenditure (US$ million) 102.3 196.9 7.7 1.4 1.5 326.2 Case 2 Ore milled (‘000 tonnes) - - 3,565 4,494 4,508 55,593 Gold milled grade (g/t) - - 2.48 2.26 2.27 1.85 Gold production (000’s ounces) - - 230 251 243 2,527 Total cash costs (US¢ / oz au)¹ - - 207 203 186 234 Capital expenditure (US$ million) 102.3 198.0 7.9 1.4 1.5 329.2 Notes: 1. Total cash costs are per gold produced and after refining charges and royalties and net of silver credits.

Grant Samuel’s preferred approach to valuing gold assets is through the application of the gold futures methodology. The gold futures methodology involves the valuation of future gold production by reference to the gold futures market. The present value of future gold production is estimated by discounting at discount rates that reflect the time value of money only (ie risk free rates). Similarly, future extraction costs (both capital and operating) are discounted to a present value using discount rates approximating risk free rates. The use of risk free rates is consistent with a view that there is limited systematic riskiness associated with variability in production profiles or extraction costs. Any systematic riskiness associated with the gold price is effectively reflected in the market-based gold futures prices used to value future gold production.

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The results of the financial analysis for the two cases are summarised below:

Martabe – Gold Futures Analysis (US$ million) Spot Gold Price US$900 US$910 US$920 Case 1 754 769 783 Case 2 934 952 969

Grant Samuel’s valuation of Martabe in the range US$650-750 million takes into account the results of the financial analysis set out above. It also reflects the project’s location in Indonesia, the 5% interest that has been offered to the local government and community, and the fact that, while a bankable feasibility study has been completed and the Oxiana board and Government of Indonesia have approved development, the project remains subject to construction and commissioning risk.

The value attributed to Martabe by Grant Samuel implies the following valuation parameters:

Martabe – Implied Valuation Parameters (A$/oz) Variable Implied Multiple (000 ozs) Multiples of Low High Gold resources 5,900 120 138 Gold reserves 2,260 313 361

Grant Samuel has estimated resource and reserve multiples for a number of companies that have substantial projects in pre-development or the early stages of their development, as follows:

Non-Producing Gold Companies Statistics – Selected Listed Companies Enterprise Gold Gold Gold Gold Value Resources Reserves Resources Reserves Location (A$ million) (‘000 ozs) (‘000 ozs) (A$/ozs) (A$/ozs) Papua New Allied Gold Limited 286 2,400 785 119 364 Guinea Andean Resources Limited Argentina 624 1,545 - 404 - Centamin Egypt Limited Egypt 1,102 5,810 1,850 190 596 Simple Average 238 480 Weighted Average 244 556 Source: Annual reports, quarterly reports, Bloomberg.

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The resource multiples implied by recent transaction evidence are summarised below:

Gold Companies – Selected Transactions Value Resources Date Target Transaction (A$ million) (A$/oz) Aug-07 Golden China Resources Acquisition by Sino Gold Mining Limited 82 53 Corporation Oct-07 Bolnisi Gold NL Merger with Coeur d'Alene Mines 933 316¹ Corporation Dec-07 Kainantu Gold Mine Acquisition by Barrick Gold Corporation 161 81 Mar-08 Miramar Mining Acquisition by Newmont Mining Corporation 1,480 139 Corporation Apr-08 Hidden Valley gold Acquisition by Newcrest Mining Limited of a 1,114² 73 project and Wafi/Golpu 50% interest in Papua New Guinea Assets of gold/copper projects Harmony Gold Mining Company Limited Source: Bloomberg, Company reports. Notes: 1. Includes gold equivalent resources for silver resources. 2. Assumes 100% interest

The valuation of 100% of Martabe in the range A$707-815 million implies multiples of A$120- 138 per resource ounce and A$313-361 per reserve ounce based on resources and reserves as at 30 June 2007. The valuation takes into account the inferred resource of 3.3 million ounces below the planned Purnama pit. These resources contain elevated levels of silica and are of lower grade, and their extraction is not economic given current price parameters for mine planning purposes. However, these resources may ultimately be economic at higher gold prices or if a suitable treatment route to deal with the elevated silica can be developed.

Valuation analysis based on reserve and resource ounce benchmarks is inevitably imprecise, given that these benchmarks do not take into account differential capital and operating costs, prospectivity, sovereign and development risk and other factors that potentially affect valuation judgements. Nonetheless, in Grant Samuel’s opinion, the reserve and resource ounce multiples implied by the valuation of Martabe are consistent with the trading and transaction multiple evidence set out above, having regard to the size, mine life, operating costs and location of the Martabe operations in Indonesia.

2.6 Other 2.6.1 Regional Exploration

Oxiana’s regional exploration interests have been valued by AMC in the range A$110-190 million. Of this A$78-146 million relates to exploration potential in the immediate vicinity of Prominent Hill, Golden Grove, Sepon and Martabe, and has been included in the valuations of those assets. The remainder of the exploration assets have been valued by AMC in the range A$28-46 million, which has been rounded to A$30-50 million for the purpose of the valuation.

2.6.2 Other Assets

Oxiana’s other assets, which consist of shareholdings in a number of public companies, have been valued at A$100-125 million. The majority of this value is attributable to Oxiana’s 46% holding in Toro. The range of values of $100-125 million represents a substantial premium to recent share market values. However, extreme share market volatility (including the recent financial failure of two Australian broking firms with extensive exposure to the Australian “small cap” resources sector) means that recent share prices may provide only limited evidence as to value.

2.6.3 Corporate Costs

Oxiana incurs corporate costs that have not been incorporated in the valuations of the assets. These costs include costs associated with maintaining a head office, the executive management team, finance and corporate administration, exploration administration and other overhead costs. Page 17

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It is likely that a significant proportion of these costs could be eliminated by a corporate acquirer. Costs associated with being a public listed company would also be eliminated by an acquirer of Oxiana. An allowance of A$100-150 million has been made in the valuation for the capitalised value of the residual overhead costs and the one off costs incurred to make the savings.

2.6.4 Net Debt

Oxiana’s net debt for valuation purposes is summarised in the following table:

Oxiana – Adjusted Net Debt A$ million Cash and cash equivalents at 31 December 2007 246.1 Debt at 31 December 2007 (420.8) Estimated tax refund 40.0 Dividend payable (61.8) Adjusted Net Debt (196.5)

Oxiana is expecting a tax refund of approximately A$40 million in June 2008.

The adjustment for dividend payments assumes a 100% cash dividend payout at a dividend rate of 4¢ per share.

2.6.5 Senior Subordinated Convertible Notes

Grant Samuel has attributed a value to the Senior Subordinated Convertible Notes in the range A$340-370 million. This assumes that the notes, which are deep in-the-money, will be converted into Oxiana shares on or before the date on which Oxiana can redeem the notes. Accordingly the value of a note is effectively equal to the value of a share in Oxiana plus the present value of the three remaining coupon payments that are due before the redemption date.

2.6.6 Unlisted Options

Grant Samuel has adjusted the equity value of Oxiana for the 29,444,280 unlisted options on issue. Based on the Black-Scholes valuation model, Grant Samuel has attributed value in the range A$40-45 million to the unlisted options.

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Appendix 2

Summary Report of AMC Consultants Pty Ltd

Page 1

151 THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

152 ZINIFEX LIMITED Oxiana Limited & Zinifex Limited - Specialist's Technical Report Extract

EXECUTIVE SUMMARY

This Executive Summary is presented by AMC as a fair summary of AMC's Specialist's Technical Report. AMC has prepared this technical specialist’s report for Grant Samuel on the principal mineral assets of Oxiana and Zinifex, namely: x Oxiana: - Sepon open pit copper and gold mine, Laos - Golden Grove underground copper, zinc, lead, silver and gold mine, Western Australia - Prominent Hill open pit copper, silver and gold mine, South Australia - Martabe open pit gold and silver development project, Indonesia - Other exploration projects. x Zinifex - Century open pit zinc, lead and silver mine, Queensland - Rosebery underground zinc, lead, silver and gold mine, Tasmania - Dugald River underground zinc, lead and silver development project, Queensland - Canadian development projects - Other exploration projects.

This report by AMC to Grant Samuel includes projections of production and costs for these Oxiana and Zinifex operations and projects under development. The report also provides AMC’s valuations of the regional exploration properties of Oxiana and Zinifex.

OXIANA

SEPON Sepon commenced production of gold bullion in 2002 and copper metal in cathode form in 2005.

AMC's key observations for the Sepon copper and gold operation are: x gold mining and processing operations are currently planned to continue for two to three years at a rate of around 2 Mtpa, producing gold at a rate of around 100 koz per full year x the Oxiana Board has approved capital expenditure of US$178M for expansion of copper cathode production from the current nameplate capacity of 63 ktpa to around 80 ktpa. Ore feed to the copper process plant will be increased from the current 1.3 Mtpa to approximately 2 Mtpa x preliminary mining schedules call for a total material movement rate of around 20 Mtpa for 2009 versus the 2007 actual rate of around 10 Mtpa. AMC expects that this higher rate will be achievable based on Oxiana's reports that Sepon has achieved total material movement rates of this order in 2005/2006 x the main technical risk for the operation would be a one in 50 to 100 year monsoon rainfall event that would inundate the pit operations and general infrastructure, but not the copper and gold plants which are located above the 50 and 100 year rainfall event water lines x Sepon has a very active exploration programme aimed at extending leachable gold and copper Mineral Resources and increasing Mineral Resources of primary gold and copper.

Operating and Capital Costs - Sepon Planned operating costs for Sepon copper and gold operations for 2008 are: x Sepon Copper

- Cu Recovered 64 kt

153 AMC207098: 6 May 2008 Extract for AAR 1 ZINIFEX LIMITED Oxiana Limited & Zinifex Limited - Specialist's Technical Report Extract

Operating costs:

- Mining US$1.94/t ore mined

- Processing US$32.73/t processed

- Concentrate Transport/Port US$6.79/t processed

- Maintenance US$11.72/t processed

- Administration US$20.22/t processed

- Total Site Unit Costs US$84.01/t processed x Sepon Gold

- Au Recovered 80.7 koz Operating costs:

- Mining US$2.37/t ore mined

- Processing US$8.67/t processed

- Concentrate Transport/Port US$0.09/t processed

- Maintenance US$2.12/t processed

- Administration US$5.35/t processed

- Total Site Unit Costs US$23.40/t processed.

The gold operation tonnes mined and milled reflects the limited mining inventory currently identified. The increase in waste mining for the copper operation from 2009 is based on 7 Mtpa to 8 Mtpa of waste being mined from Thengkham North for those years, in addition to ongoing waste mining for the Khanong pit.

The substantial capital expenditure planned copper operation for the next three years is US$297M including $US$178M in 2008/2009 for expansion of copper cathode production capacity from the current nameplate capacity of 63 ktpa to around 80 ktpa, plus a second oxidation autoclave and further construction of the tailings storage facility ("TSF").

AMC Modelling Scenarios - Sepon Sepon Copper AMC has developed two modelling scenarios, based principally on a life of mine plan ("LOMP") prepared by Oxiana which targeted copper production of around 80 kt per annum.

Key aspects of the modelling scenarios adopted by AMC include:

Case 1 – Copper Case 1 can be described as: x annual ore milled at the rate of 2 Mtpa, producing 78 ktpa of copper cathode x total ore milled 22 Mt grading 4.2% copper x copper recovery post commissioning 92% x final production year 2017 x total copper produced 846 kt x unit operating costs principally adopted from Oxiana’s 78 ktpa LOMP.

Case 2 – Copper The main differences in Case 2 relative to Case 1 are: x annual copper production at full capacity 81 ktpa

154 AMC207098: 6 May 2008 Extract for AAR 2 ZINIFEX LIMITED Oxiana Limited & Zinifex Limited - Specialist's Technical Report Extract

x annual milling rate increased to 2.1 Mtpa x total ore milled 27 Mt grading 4.2% copper x mine life extended by two years x total copper produced 1,029 kt.

Sepon Gold Case 1 – Gold Case 1 can be described as: x annual ore milling capacity, approximately 2 Mtpa producing slightly over 80 koz of gold per year of both gold and silver x total ore milled 5.3 Mt grading 1.6 g/t gold and 6 g/t silver x metallurgical recovery: gold 77%, silver 21% x final production year 2010 x total production: gold 215 koz, silver 214 koz x unit operating costs and capital expenditure established from Oxiana 2008 budget information.

Case 2 Gold The main differences in Case 2 relative to Case 1 are: x total ore milled 6.6 Mt grading 1.6 g/t gold and 6 g/t silver x ore grades and metallurgical recovery as per Case 1 x final production year 2011 x total production: gold 269 koz, silver 268 koz x unit operating costs as per Case 1 x additional US$2M sustaining capital expenditure in 2011 over Case 1.

GOLDEN GROVE

Geology The Golden Grove operation commenced production at Scuddles in 1990 and Gossan Hill in 1998.

The current Ore Reserve supports approximately five years of production at current planned rates.

Subject to completion of evaluation studies, open pit mining operations at Gossan Hill is likely to extend the mine life at Golden Grove by approximately five years.

Recent modifications have been made to the concentrator to allow the throughput rate to be increased to approximately 1.8 Mtpa.

155 AMC207098: 6 May 2008 Extract for AAR 3 ZINIFEX LIMITED Oxiana Limited & Zinifex Limited - Specialist's Technical Report Extract

Operating and Capital Costs – Golden Grove

Planned operating costs for Golden Grove for 2008 are: x Production parameters:

- Zn 142.9 kt recovered

- Pb 14.7 kt recovered

- Cu 26.3 kt recovered

- Au 57.1 koz recovered

- Ag 3,210 koz recovered Operating costs:

- Mining $76.30/t ore mined

- Processing/Maintenance $32.90/t processed

- Concentrate Transport/Port $6.60/t processed

- Administration $13.20/t processed

- Total Site Unit Costs $129.20/t processed

Capital expenditure planned for the next three years is $225M, with $169M of that planned for 2008. x Capital expenditure planned for 2008 is abnormally high. This is driven by a combination of upgrades, capacity expansion, drilling programmes and studies.

AMC Modelling Scenarios – Golden Grove AMC was provided with the 2008 Golden Grove operating and capital budgets, which are based primarily on mining of the current underground Ore Reserves. These budgets were used to prepare the modelling scenario presented in Case 1.

Based on the work completed to date on evaluation of the open pits at Gossan Hill, Oxiana has provided AMC with a Strategic Plan Production Schedule detailing physical and cost schedules for mining of the open pits. These schedules, in combination with the budget schedules used in Case 1 have been used to prepare the modelling scenario presented in Case 2.

Key aspects of the modelling scenarios adopted by AMC include:

Case 1 Case 1 is primarily based on reported Ore Reserves for Scuddles and Gossan Hill, with some non-reserve (Inferred) material included. This case generates a mine life to 2015.

This case does not include any production from the Gossan Hill open pits that are currently being evaluated.

Case 2 Case 2 is Case 1 plus additional underground production from Xantho Extended at Gossan Hill and Cervantes at Scuddles and also includes mining of the gold and copper oxide open pits at Gossan Hill. This case generates an operations life to 2019.

PROMINENT HILL The open pit mine development is currently progressing from overburden removal to ore mining in Stage 1.

The current mining inventory (Ore Reserve plus some Inferred Mineral Resource) provides for mining operations to continue until 2017.

156 AMC207098: 6 May 2008 Extract for AAR 4 ZINIFEX LIMITED Oxiana Limited & Zinifex Limited - Specialist's Technical Report Extract

Given the deposit characteristics, combined with the likely conversion of Inferred Mineral Resources within the currently planned pit limit and the near mine exploration potential, AMC expects that the mining inventories will result in extensions to operations beyond 2017.

The mining operation is well equipped with new equipment purchased at the commencement of mining and the mining contractor has demonstrated an ability to achieve planned targets to date.

The 8 Mtpa processing plant is still under construction and is therefore untested.

Nonetheless, AMC considers that a conservative approach to major equipment selection provides capacity to treat 9 Mtpa.

The copper and gold concentrate produced at Prominent Hill will be a high grade copper concentrate. With the levels of uranium and fluorine present in the concentrate, larger smelters will be those best able to blend the concentrate in as a smaller proportion of total feed.

Operating and Capital Costs - Prominent Hill Planned unit operating costs for 2009, which is the first year of full production, are: x Mining $2.57/t mined (ore and waste) x Processing $6.90/t processed x Concentrate Handling/Port $3.68/t processed x Administration and Other $6.45/t processed.

A revised capital cost estimate in October 2007 increased the capital cost budget by just under 30% with an additional $567M planned to be expensed in 2008.

AMC Modelling Scenarios AMC prepared two modelling scenarios as follows: x Case 1: - Mill throughput of 8 Mtpa. - Annual waste tonnages and ore tonnages and grade were adopted from the 2008 LOMP. - Metallurgical recoveries, operating and capital costs generally adopted from Prominent Hill 2008 LOMP with some minor adjustments. - Unit operating and capital costs adopted from Prominent Hill 2008 LOMP. x Case 2, which is similar to Case 1 with the following amendments: - Mill throughput of 9 Mtpa. - Additional open pit mine life of three years based on average annual life of mine ("LOM") ore tonnages and grade and strip ratios. - Additional underground ore tonnages. - Underground mining capital and unit operating costs consistent with Oxiana’s scoping study assessment. - Additional capital for exploration and minor processing plant de-bottlenecking included. - Metallurgical recoveries for copper and gold reduced by 0.5% to allow for the reduced rougher flotation retention time.

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MARTABE A Definitive Feasibility Study ("DFS") has been recently completed for the development of the Martabe Project and an Ore Reserve estimate for the Purnama deposit is reported as 38 Mt grading at 1.8 g/t gold and 24.9 g/t silver.

The DFS has identified an initial mine life of 9½ years with an annual production of approximately 200 koz of gold and 2,000 koz of silver from the Purnama deposit. There is also significant potential for additional ore sources at depth and in the adjacent Baskara and Pelangi deposits.

The processing plant will treat 4.5 Mt of ore per annum using proven semi-autogenous and ball milling and carbon-in-leach technology. Recoveries are estimated to be 76% for gold and 55% for silver.

The initial capital cost of the project is estimated at US$310M (including contingency and escalation allowances of US$48M). This initial capital cost estimate does not include sunk costs prior to 2008 or sustaining capital expenditure.

The Oxiana Board approved the development of the Martabe Project in December 2007.

Construction is estimated to take approximately two years from award of the Engineering Procurement Construction Management ("EPCM") contract to first gold production, based on the indicated deliveries of critical long lead items such as the power station and grinding mills. First gold production is targeted for the end of 2009.

In addition to the Ore Reserve estimates for Martabe, there is a substantial gold Mineral Resource base and the COW is generally prospective. Combined with Oxiana's active exploration programme at Martabe, extensions of mining and processing inventories beyond Ore Reserves can be anticipated.

Operating and Capital Costs – Martabe Per the DFS, the site operating costs are estimated for 2010, being the first year of operations, as: x Mining US$2.99/t mined (ore and waste) x Processing US$9.83/t processed x Administration and Other US$2.24/t processed x Total Site Unit Costs US$17.24/t processed

AMC Modelling Scenarios AMC was provided with Oxiana's business model with production and cost forecasts for the DFS mining schedule and, separately, an accelerated mining schedule whereby higher grade ore would be processed first, while lower grade ore is stockpiled for subsequent processing.

Accordingly, AMC has prepared two modelling scenarios based on Ore Reserve estimates plus those parts of other Mineral Resources for which AMC considers there is a sufficient degree of confidence of future conversion to Ore Reserves.

The two modelling scenarios developed by AMC were established on the following basis: Case 1 - Martabe x Tonnages were extended beyond the DFS Purnama scenario by an additional two years. This case extends the project life to 2020. x Annual average ore tonnages, waste tonnages, grades and recoveries for the additional years have been adopted as a base. x Processing tonnage was set at approximately 4.5 Mtpa decreasing in the final year. x LOM average annual unit operating costs have been adopted as a base.

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x A sustaining capital provision of 4% of total project capital, less owner’s capital and land capital costs, has been applied across the life of the project. x A closure/rehabilitation provision totalling US$4.25M included in the project capital.

Case 2 - Martabe x Case 2 tonnages were extended beyond Case 1 by a further two years and then an acceleration simulation applied whereby all higher grade ore (gold grade greater than 1.5 g/t) would be processed first and lower grade ore stockpiled and processed at the completion of all higher grade processing. This case extends the project life to 2022. x The other elements for Case 2 are as described above for Case 1.

AMC has not specifically included the Baskara and Pelangi Mineral Resources in the modelling scenarios. Additional value has been provided for these Mineral Resources in valuations of exploration assets. AMC considers that any additional value attributable to exploration is incorporated in the extended cases in the modelling scenarios.

OTHER EXPLORATION PROJECTS AMC has valued other exploration projects of Oxiana.

The exploration projects valued by AMC are largely at a pre Mineral Resource stage and methods for valuing such projects are subjective. AMC’s approach is to use as many methods as are relevant to a particular project and to choose from the indicated values a range which it considers appropriate. Limited if any use is made of share market indicators given the volatility of markets for speculative exploration. The values herein accordingly are closest to Technical Values as defined by the Valmin Code.

The methods used include: x Past Expenditure method x Actual Transactions for the project being reviewed or, more frequently, recent Comparable Transactions applicable to projects considered to have similarities with that under review x Yardstick Values, derived from Comparable Transactions, where there are Mineral Resources or potential Mineral Resources that can be reasonably quantified x Values per unit area of tenement, again derived from Comparable Transactions. Values per unit area usually decrease with increase in the size of the tenement package x Expected Values where a target Ore Reserve can be approximately quantified and its potential value approximately measured, the present value being derived by discounting the potential value with a market risk factor or by applying to the potential values a probability factor for successful delineation of the target and subtracting estimated exploration costs to prove it.

Exploration Values - Oxiana Oxiana has interests in a number of regional exploration projects in Australia and Asia. AMC has valued those regional exploration properties, as well as those associated with or close to existing mining projects. The major part of the latter is reviewed and valued per the Case 1 and Case 2 modelling scenarios provided by AMC to Grant Samuel.

Oxiana’s ongoing annual budget for exploration is in the order of $80M to $90M, slightly more than half of which is scheduled to be spent on regional exploration as opposed to “in mine”.

By using a combination of the exploration valuation methods referred to above, AMC values Oxiana’s regional exploration projects at $150M. The values are the means of the ranges.

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Table I Oxiana Breakdown by Project Area

Project Area Value ($M) Mt Woods 20 to 50 Mt Gibson 0.4 to 1 Golden Grove 4 to 8 Wiluna 10 to 16 Sepon 39 to 60 Martabe 15 to 28 Thailand 7.6 to 14.4 Cambodia 5 to 7.5 China 5 to 7.5 Total (Rounded) 110 to 190

ZINIFEX

CENTURY MINE Geology and Mineral Resources The geology of the Century deposit is well understood through information gained from over 1,000 drillholes and mining experience from having mined a significant portion of the orebody.

The QA/QC programme used at Century Mine is complete and appropriate. The geological interpretation and stratigraphic column are appropriate for use in Mineral Resource modelling.

The seam accumulation method is appropriate for preparing the volume model.

The estimation of the zinc, lead and silver grades by direct estimation of the grade and not accumulation may result in slightly different grades but AMC does not consider the difference to be material.

AMC considers the classification of the Mineral Resource as appropriate.

The Mineral Resource statement, 31 March 2007, is suitable for publication and contains no material flaws.

Reconciliations show differences between the Mineral Resource estimate and the milled and stockpiled grade and tonnes. AMC notes that these differences are accounted for by using an MCF.

Zinifex holds interests in and manages exploration over 4,603 km2 stretching some 150 km to the north-west and south-east from the Century Mine.

It is likely that low tonnages of additional mining inventories will be established on reef style deposits adjacent to the Century deposit.

Mining The mining operation is mature with operating processes well developed through eight years of mining experience on the deposit.

Due to the physical characteristic of the deposit and completeness in Mineral Resource definition, it is unlikely that additional Ore Reserves will be delineated on the Century deposit.

The Ore Reserve will allow operations to continue to 2015.

The operation is well equipped with modern equipment after a significant replacement and expansion programme implemented over the past two years.

A significant programme of waste removal is underway which will see over 80% of the remaining waste stripped from the mine before June 2010.

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A number of geotechnical issues are being managed as the west wall of the pit is exposed in the Stage 7 area of the pit.

It is possible that the complexity of the orebody in the Stage 7 area, along with related geotechnical issues could lead to some short-term production delays.

A high degree of confidence can be placed on the extraction of the Ore Reserve.

Mineral Processing and Concentrate Handling The process plant is modern, and has been well maintained since its commissioning in 1999.

Processing methods are proven and common to like deposits in the region.

Actual mineral recoveries (FY07) are; zinc – 77.8%, lead – 63.3%.

Zinc recoveries have reduced from approximately 80% to 78% over recent years, largely as a consequence of increased mill throughput.

Zinifex is implementing an improvement programme “Programme Percent” to improve zinc recovery through the addition of a second ball mill and additional surge capacity in the flotation circuit.

Environment Protection of surface and groundwater quality, particularly in relation to acid drainage from some waste rock types, presents the largest environmental challenge at Century. Zinifex is demonstrating effective management of this issue on a project life basis.

The modelling of groundwater and waste stockpile water relationships is expected to provide a robust basis for sustainable closure designs within statutory requirements.

Closure planning has commenced, as evidenced in the 2007/2010 Plan of Operations. The closure estimate of $74 million is based on realistic unit rates.

Costs Planned unit operating costs for FY08 are: x Mining $2.97/t mined (ore and waste) x Processing $21.75/t processed x Concentrate Handling/Port $5.58/t processed x Asset Management $10.33/t processed x Site Administration $15.18/t processed.

Cost over-runs, in the order of 15% have been experienced across the operation in the past two years. There is some evidence that this issue has been addressed through recent planning processes. Operating costs for the six months to December 2007 are consistent to budget estimates.

Zinifex manages a Business Improvement Programme at Century that includes targets on cost containment.

A significant programme to upgrade and expand the mining fleet has been implemented over the past two years.

AMC Modelling Scenarios Key aspects of the modelling scenarios adopted by AMC include: x Production has been constrained to current Ore Reserves. x Mill throughput of 5.6 Mtpa.

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x Metallurgical recovery of zinc 81%. x Mining unit operating costs have been adopted from the Century 2007 LOMP. x In all other areas, unit costs have been projected from the Century Three Year Plan.

ROSEBERY MINE Geology The Rosebery deposit has a long history of production since its discovery over a century ago.

The exposed geology and mineralisation has been well documented and understood. However high-grade mineralisation is not well defined in advance of the deepest mining areas.

As the depth of the mineralisation increases northward along strike, surface drilling will become impractical. A systematic underground exploration drilling is planned to delineate Mineral Resources in this area.

Zinifex has implemented an exploration and development programme called “Project Horizon” to expand and improve the definition of Mineral Resources. This programme, which to date has increased Mineral Resources by 65%, is likely to define sufficient Mineral Resources to support a ten-year mine life under current market conditions.

AMC has not re-estimated the Mineral Resources or Ore Reserves, or undertaken a detailed technical audit. However, AMC did review the Mineral Resource and Ore Reserve digital model, processes and procedures and considers that they conform with industry standards.

The reconciliation comparing mined tonnes and grades with Mineral Resource depletion shows a positive tonnage and grade reconciliation.

Overall AMC considers the Mineral Resource and Ore Reserve estimation are appropriate and that the Mineral Resource and Ore Reserve statement provide a reasonable guide to the mining operations and life of mine.

Mining The Ore Reserve is sufficient for 4½ years of production at planned rates.

The majority of mine production comes from depths of approximately 1,000m with some mining of remnant pillars in the upper levels. Production from the lower levels involves long truck haulage distances which impact on mining costs.

Geotechnical aspects of the project appear to be well analysed, understood and managed.

Ventilation constraints have impacted on the operation over recent years due to the depth of mining and high virgin rock temperatures. Initiatives are currently in implementation to increase both primary airflows and air conditioning systems and have achieved improved working conditions.

Geotechnical analysis undertaken and mining practices in general suggest that the Ore Reserve estimate is sound and achievable.

It is expected that Rosebery will be supplemented by ore purchased from Bass Metals Ltd, from both Que River and Hellyer Mines, and from South Hercules (100% Zinifex).

Processing Mineral processing involves conventional flotation as the primary separation technique.

The plant has a nominal throughput rate of 850 ktpa. This rate has not been achieved in recent years on an annualised basis potentially due to high zinc feed grades.

Mineral recoveries achieved in FY07 are, zinc - 91%, lead - 81% and copper - 55%.

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Opportunity exists to improve the plant’s performance through upgrading or refurbishing the fixed plant and reviewing operating procedures.

Environment Water management issues are the predominant ongoing environmental risk at Rosebery requiring the diversion and treatment of potentially contaminated water prior to discharge into the Pieman River.

Zinifex has demonstrated its commitment to this challenge through the 2005 upgrade of the water management system and subsequent reduction in EPN exceedances.

Acid mine drainage, including that from “legacy” sites, similarly presents ongoing challenges. Again, Zinifex has developed monitoring programmes which accurately characterise risks to freshwater ecosystems, as part of the development of risk-based closure plans.

Recent closure plan have not been reviewed by AMC, however the existing plans have rigorously identified the risks and challenges, and the costings are considered to be of an appropriate order.

Capital and Operating Costs Planned unit operating costs for FY08 are: x Mining $52.76/t ore mined x Mine Development $4,626/m x Processing $31.67/t processed x Administration $50.26/t processed

Zinifex manages an improvement programme at Rosebery, the Mission Direct Work Team programme to assist with cost containment.

Capital expenditure of $149M is scheduled for the coming three years.

A prefeasibility study is underway which may suggest a significant increase in capital expenditure with a view to improving operation efficiencies and extending the mine life.

AMC Modelling Scenarios Key aspects of the modelling scenarios adopted by AMC include: x Production has been extended beyond to current Ore Reserves that would have otherwise restricted the mine life to December 2011. x AMC’s Case 1 runs to 2017 and Case 2 to 2022. x Mine production and mill throughput have been increased to 850 ktpa. x Zinc, lead and copper recoveries set at 91%, 81% and 56% respectively. x Unit costs are the FY07 actuals. Mining unit costs have been increased at 2% per annum.

DUGALD RIVER AMC’s key observations in regard to the Dugald River Project are:

Zinifex has reported an Indicated and Inferred Mineral Resource of 47.9 Mt grading 12.1% zinc, 2.1% lead and 44 g/t silver.

The public Mineral Resource report is based on a Pasminco 2000 estimate. Although there is a later 2006 estimate based on the same data by AMC, AMC agree it is appropriate to continue to quote the previous Mineral Resource until the results of the feasibility study drilling, currently underway, are available and a revised estimate completed.

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An Ore Reserve has not been estimated for the deposit, although a mining inventory was estimated during the prefeasibility study.

There is potential for the mineralisation to continue with depth.

Copper mineralisation has been identified in the hangingwall and throughout the tenements. The potential for the copper mineralisation to constitute a Mineral Resource is being investigated.

Production and cost estimates have been prepared to industry standards consistent with a prefeasibility study.

Past evaluations of the deposit have not proved positive as a result of weak financial outcomes and metallurgical testwork suggesting high levels of manganese in concentrate.

Zinifex is confident of the projects potential and is currently completing a feasibility study on the project at a cost of $24 M.

CANADIAN DEVELOPMENT PROJECTS In regard to the Canadian Development Projects, AMC is of the opinion that: x the Nunavut projects, with substantial further exploration and completion of feasibility studies, offer the potential to provide substantial future production opportunities, particularly from Izok Lake and High Lake x gold production from the Lupin and Ulu deposits utilising existing infrastructure in the case of Lupin mine are real possibilities x the Zinifex exploration tenements are prospective for base metals and gold.

OTHER EXPLORATION PROJECTS AMC has not undertaken a technical review of the Zinifex’s other exploration projects, but has reviewed general information made available by Zinifex.

AMC believes the other exploration projects have significant exploration potential but are generally in the early stages of exploration.

By using a combination of exploration valuation methods, AMC values Zinifex's regional exploration projects at $18M. The values are the means of the ranges.

Table II Zinifex Breakdown by Project Area

Project Area Value ($M) Menninnie Dam SA 7 to 15 Wilcherry Hill SA 0 Asia Now alliance in PRC 1.0 to 1.5 Corazonada Mexico 0.5 to 0.8 Drake Resources alliance Sweden 1.3 to 1.6 Albidon alliance Tunisia 2.5 to 5.0 Total (Rounded) 12.5 to 24

Zinifex's Ore Reserves and Mineral Resources as at 31 March 2007 are summarised below:

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Table III Zinifex Mineral Resources3 and Ore Reserves as at 31 March 2007

Tonnes Zinc Lead Silver Gold Copper (M) (% Zn) (% Pb) (g/t) (g/t) (% Cu) Australian Mineral Resources2 Rosebery 11.7 13.0 3.8 138 1.9 0.4 South Hercules 1.1 2.7 1.4 99 1.6 0.1 Century 53.7 12.5 1.4 33 - - Century Eastern Block 0.9 9.7 0.7 61 - - Dugald River 47.9 12.1 2.1 44 - - Total Australian Mineral Resources 115.3 12.3 1.9 49 - - Canadian Mineral Resources1 Izok Lake 14.8 12.8 1.3 71 - 2.6 High Lake 17.3 3.3 0.3 70 1.0 2.2 Total Canadian Mineral Resources 32.0 7.7 0.8 70 - 2.4 Ore Reserves2 Rosebery 3.8 11.9 3.2 115 1.7 0.4 Century 46.2 11.2 1.1 25 - - Total Ore Reserves 50.0 11.2 1.3 32 - - 1. Conforms to CIM standards, the Canadian equivalent of JORC Code. 2. Figures are rounded and in accordance with the JORC Code guidelines. 3. Includes 100% of all Mineral Resources and Mineral Resources include Ore Reserves.

Oxiana's Ore Reserves and Mineral Resources as at 30 June 2007, as published in February 2008, are summarised below:

Table IV Oxiana Mineral Resources2 and Ore Reserves as at 30 June 2007 (Contained Metal)3

Gold Silver Copper Zinc Lead Nickel Cobalt (Moz) (Moz) (Mt) (Mt) (Mt) (Mt) (Mt) Mineral Resources1 Sepon Gold 3.4 12.5 - - - - - Sepon Copper 0.4 26.1 1.6 - - - - Golden Grove 0.8 38.9 0.6 1.2 0.1 - Prominent Hill 3.7 15.8 1.9 - - - - Martabe 5.9 60.0 - - - - - Wiluna Nickel Laterite - - - - - 0.6 0.05 Total Mineral Resources 14.3 153.2 4.0 1.2 0.1 0.6 0.05 Ore Reserves1 Sepon Gold 0.20 0.35 - - - - - Sepon Copper - - 0.79 - - - - Golden Grove 0.30 14.62 0.19 0.61 0.07 - - Prominent Hill 1.29 7.06 0.88 - - - - Martabe 2.26 30.14 - - - - - Total Ore Reserves 4.05 52.17 1.86 0.61 0.07 - - Notes: 1. Figures are rounded and in accordance with the JORC Code guidelines. 2. Includes 100% of all Mineral Resources and Mineral Resources include Ore Reserves. 3. Oxiana Group Mineral Resources and Ore Reserves are presented in Table IV on a contained metal basis as reported by Oxiana 30 June 2007. Oxiana Group Mineral Resources and Ore Reserves 30 June 2007 do not report Mineral Resource and Ore Reserve estimates on a tonnage and grade basis.

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Appendix 3

JORC Definitions of Ore Reserves and Mineral Resources

The following definitions have been extracted from The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code, 2004 Edition), prepared by the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists, and Minerals Council of Australia (“JORC”).

An ‘Inferred Mineral Resource’ is that part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which may be limited or of uncertain quality and reliability.

An ‘Indicated Mineral Resource’ is that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed.

A ‘Measured Mineral Resource’ is that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a high level of confidence. It is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are spaced closely enough to confirm geological and grade continuity.

An ‘Ore Reserve’ is the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Ore Reserves are sub-divided in order of increasing confidence into Probable Ore Reserves and Proved Ore Reserves.

A ‘Probable Ore Reserve’ is the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors These assessments demonstrate at the time of reporting that extraction could reasonably be justified.

A ‘Proved Ore Reserve’ is the economically mineable part of a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified.

Page 1

166 167 13. Implementation of the Merger 13.1 Overview of implementation steps The key steps to implement the Merger are set out below. a) Zinifex Shareholders will vote on whether to approve the Scheme at the Scheme Meeting. b) if the required majority of shareholders approves the Scheme, and all conditions precedent to the Scheme have been satisfied or waived (and the Merger Implementation Agreement has not been terminated), then Zinifex will apply to the Court to approve the Scheme at the Second Court Hearing. c) if the Court approves the Scheme, Zinifex will lodge with ASIC a copy of the Court order approving the Scheme. This date will be the last day on which trading in Zinifex shares on the ASX occurs. d) On the Implementation Date, all existing Zinifex Shares will be transferred to Oxiana (or a subsidiary), and the Scheme Consideration will be provided by Oxiana. e) With effect from the Business Day following the Implementation Date, Zinifex will apply for termination of the official quotation of Zinifex Shares on the ASX and to have itself removed from the official list of the ASX. f) it is proposed that the Merged Group change its name. Shareholder approval for the change will be sought at a general meeting of Merged Group shareholders, which is currently scheduled for Friday, 18 July 2008. Holders of the New Shares issued under the Scheme will be entitled to vote those New Shares at that meeting. These steps are described in further detail below. The expected dates for the key steps are set out on page 4 of this document (but those dates are subject to possible change). Zinifex and Oxiana each have rights and obligations in connection with the implementation of the Scheme under the Merger Implementation Agreement. The Merger Implementation Agreement also includes the conditions precedent to the Scheme, termination rights, break fee arrangements, exclusivity arrangements and various other matters. The key terms of the Merger Implementation Agreement are summarised in section 14.

13.2 Oxiana Deed Poll On 17 April 2008, Oxiana executed the Oxiana Deed Poll, pursuant to which Oxiana agreed, subject to the Scheme becoming Effective, to issue to: a) each Scheme Shareholder, such number of Oxiana Shares as that Scheme Shareholder is entitled to, as Scheme Consideration, for each Scheme Share, in accordance with the terms of the Scheme; and b) the Nominee, such number of Oxiana Shares as are attributable to the Ineligible Foreign Shareholders in accordance with the Scheme. A copy of the Oxiana Deed Poll is attached as Annexure B to this document.

169 13.3 Scheme Meeting In accordance with an order of the Court dated 9 May 2008, Zinifex Shareholders will be asked to vote in favour of the Scheme at the Scheme Meeting. The applicable Notice of Meeting, which includes details of the time and place of the meeting, is set out in Annexure C of this document. At the Scheme Meeting, Zinifex Shareholders will be asked to consider and, if thought fit, to pass a resolution approving the Scheme. In order to be implemented, the Scheme must be approved by a majority in number of Zinifex Shareholders present and voting at the Scheme Meeting (in person, by attorney, by proxy or, in the case of corporations, by authorised representative), unless the Court orders otherwise, and at least 75% of the total number of Zinifex Shares voted at the Scheme Meeting. Voting at the Scheme Meeting will be by poll.

13.4 Court approval at Second Court Hearing If the Scheme is approved by the requisite majority of Zinifex Shareholders, and all other conditions precedent to the Scheme (other than approval by the Court) have been satisfied or waived, Zinifex will apply to the Court for orders approving the Scheme. Each Zinifex Shareholder has the right to appear at the Second Court Hearing. Any Zinifex Shareholder who wishes to oppose approval of the Scheme at the Second Court Hearing may do so by filing with the Court and serving on Zinifex a notice of appearance in the prescribed form, together with any affidavit on which the Zinifex Shareholder will seek to rely at the Court hearing.

13.5 Appointment of Zinifex Directors to the Merged Group Board If the Court approves the Scheme, the Oxiana Board will appoint the Zinifex Directors to the Oxiana Board. This will mark the establishment of the Merged Group Board.

13.6 Effective Date (last date of trading of Zinifex Shares on the ASX) If the Court approves the Scheme, Zinifex will lodge with ASIC an office copy of the Court order approving the Scheme. The Scheme becomes legally effective on the date that lodgement occurs. This date is referred to in this document as the Effective Date. Zinifex will, on the Scheme becoming Effective, give notice of that event to the ASX. Zinifex intends to apply to the ASX for Zinifex Shares to be suspended from official quotation on the ASX from close of trading on the Effective Date. Zinifex will apply for termination of the official quotation of Zinifex Shares on the ASX, and to have itself removed from the official list of the ASX, with effect from the first Business Day after the Implementation Date. The Implementation Date is discussed below.

13.7 Commencement of trading of New Shares New Shares are currently expected to trade on a deferred settlement basis at the commencement of trading on Monday, 23 June 2008. It is the responsibility of each New Shareholder to confirm their holding before trading in New Shares to avoid the risk of selling shares that they do not own. New Shareholders who sell New Shares before they receive their holding statement or confirm their uncertificated holdings of New Shares do so at their own risk. Normal trading of New Shares is expected to commence on Monday, 7 July 2008.

170 Implementation of the Merger 13.8 Scheme Record Date Zinifex Shareholders will be entitled to receive consideration under the Scheme if they are registered as the holders of Zinifex Shares at 7.00 pm on the Scheme Record Date. The Scheme Record Date is the date which is four Business Days after the Effective Date, and is currently expected to be Thursday, 26 June 2008. (In this document, those Zinifex Shareholders and the Zinifex Shares that they hold are referred to as ‘Scheme Shareholders’ and ‘Scheme Shares’, respectively).

13.9 Determination of persons entitled to Scheme Consideration a) Dealings on or prior to the Scheme Record Date For the purposes of establishing who are Scheme Shareholders, dealings in Zinifex will be recognised by Zinifex provided that: (i) in the case of dealings of the type to be effected on CHESS, the transferee is registered in the Zinifex Share Register as the holder of the relevant Zinifex Shares before the Scheme Record Date; or (ii) in all other cases, registrable transfers or transmission applications in respect of those dealings are received at the place where the Zinifex Share Register is kept before 5.00 pm on the day on which the Scheme Record Date occurs (in which case Zinifex must register such transfers before the Scheme Record Date). Zinifex will not accept for registration, or recognise for the purpose of establishing who are Scheme Shareholders, any transmission, application or transfer in respect of Zinifex Shares received after these times. b) Dealings in Zinifex Shares after the Scheme Record Date As from the Scheme Record Date (and other than for Oxiana (or its applicable subsidiary) following the Implementation Date): (i) all statements of holding in respect of Zinifex Shares cease to have effect as documents of title in respect of such Zinifex Shares; and (ii) each entry on the Zinifex Share Register at that date will cease to have any effect other than as evidence of entitlement to the Scheme Consideration.

13.10 Implementation Date The Implementation Date is the date which is three Business Days after the Scheme Record Date. On the Implementation Date: a) the Scheme Shares will be transferred to Oxiana (or a subsidiary); and b) Oxiana will issue the New Shares which constitute the Scheme Consideration. Ineligible Foreign Zinifex Shareholders should refer to section 5.16 for further details about the consideration they will receive. Transaction confirmation statements for New Shares are expected to be despatched to Eligible Scheme Shareholders shortly after the Implementation Date. Currently, it is expected that transaction confirmation statements will be despatched on Friday, 4 July 2008, and in any event, within five Business Days after the Implementation Date. In the case of Scheme Shares held in joint names, the New Shares comprising the Scheme Consideration will be issued to, and registered in the name of, the joint holders, and the holding statements will be sent to the holder whose name appears first in the Register as at the Scheme Record Date. Once the Scheme Consideration has been issued, the Scheme Shares will be transferred to Oxiana (or a subsidiary) without any need for further acts by any Scheme Shareholders.

171 13.11 Commencement of normal trading of New Shares on the ASX Trading on the ASX of New Shares on a normal settlement basis is expected to commence on Monday, 7 July 2008.

13.12 Delisting of Zinifex On the Business Day immediately after the Implementation Date, Zinifex will apply for termination of the official quotation of Zinifex Shares on the ASX and to have itself removed from the official list of the ASX.

13.13 Merged Group General Meeting Shareholder approval for various matters in relation to the Merged Group will be sought at a general meeting of Merged Group shareholders. The meeting is currently scheduled for Friday, 18 July 2008. Holders of the New Shares issued under the Scheme will be entitled to vote those New Shares at that meeting. The business of the meeting is proposed to include resolutions seeking approval of the following: — the change of name of the Merged Group; — the election of the Zinifex Directors to the Merged Group Board (although the Zinifex Directors will initially be appointed by the Oxiana Directors, a resolution is sought to formalise that appointment so that those Directors are not all required to stand down and seek re-election at the next Merged Group annual general meeting); and — a proposed increase to the cap on Directors’ fees (recognising that the Merged Group Board will have increased in size and that the current cap will therefore be inappropriate post-implementation). Further details will be included in the applicable notice of meeting to be issued by Oxiana. It is currently intended that Oxiana will issue that notice to its shareholders on Tuesday, 17 June 2008 subject to the Scheme being approved by Zinifex Shareholders on Monday, 16 June 2008. Copies of the notice will be available from the ASX website (www.asx.com.au) as well as Oxiana’s website (www.oxiana.com.au) and Zinifex’s website (www.zinifex.com). In addition, copies of the notice of meeting (including proxy forms) will be sent to Scheme Shareholders at the same time as the transaction confirmation statements are sent in relation to the issue to them of the New Shares under the Scheme.

172 Implementation of the Merger 14. Key terms of the Merger Implementation Agreement

173 14.1 Overview Oxiana and Zinifex entered into a Merger Implementation Agreement on 2 March 2008. The Merger Implementation Agreement was subsequently amended on 29 April 2008. The Merger Implementation Agreement, as amended (the MIA), sets out each party’s obligations in connection with the implementation of the Scheme. A summary of the key terms and conditions of the MIA is set out below. A full copy of the Merger Implementation Agreement may be obtained by calling the Zinifex Shareholder Information Line on 1300 659 062 (within Australia, toll free) or +61 2 8986 9350 (outside Australia), or from the Zinifex website (www.zinifex.com).

14.2 Structure of the Merger Although the Merger is proceeding by way of a scheme of arrangement between Zinifex and its shareholders, the MIA records that the principle of the merger is a ‘merger of equals’ in which neither party is taking over the other party and that a new merged group is being formed.

14.3 Conditions Precedent Implementation of the Scheme is subject to the following conditions precedent: a) ASX approval to the listing of New Shares to be issued under the Scheme; b) the Scheme being approved by the requisite majority of Zinifex Shareholders at the Scheme Meeting; c) no order (whether temporary or permanent) being made by any court or regulatory authority preventing the Scheme coming into effect; d) Oxiana dispatching a notice of extraordinary general meeting to each Oxiana Shareholder (contingent on approval of the Scheme at the Scheme Meeting) providing for a change of company name and the confirmation of the appointment of new Directors to the Merged Group Board following the Implementation Date for the Scheme; e) no ‘Oxiana Regulated Event’, ‘Oxiana Material Adverse Change’, ‘Zinifex Regulated Event’ or ‘Zinifex Material Adverse Change’ (each as defined in the MIA) occurring; f) the representations and warranties made by each of Oxiana and Zinifex in the MIA remaining true and correct; and g) the Court approving the Scheme. The terms ‘Zinifex Material Adverse Change’, ‘Oxiana Material Adverse Change’, ‘Zinifex Regulated Event’ and ‘Oxiana Regulated Event’ are defined in clause 1.1 of the MIA and described further below. Full details of the Conditions Precedent, the ability of Zinifex and Oxiana to rely on the various Conditions Precedent and the provisions relating to satisfaction or waiver of these Conditions Precedent are set out in clause 3 of the MIA.

174 As at the date of this document, Zinifex is not aware of any reason why the Conditions Precedent will not be satisfied by 8:00am on the Second Court Date. Material Adverse Change As mentioned above, the terms ‘Zinifex Material Adverse Change’ and ‘Oxiana Material Adverse Change’ are defined in clause 1.1 of the MIA. The definitions are detailed and include a number of exceptions. Matters which could constitute a Material Adverse Change of Zinifex or Oxiana include: — matters diminishing the consolidated net assets of the company by $200 million or more; — matters increasing the required capital expenditure to complete a development project by $200 million or more; — a diminution in certain Resources or Reserves (copper in the case of Oxiana; zinc in the case of Zinifex) by 10% or more (other than through mining); — a significant diminution in metal production (copper in the case of Oxiana; zinc in the case of Zinifex); — matters which would have a material adverse effect on the capacity of the company to perform its obligations under the MIA. Regulated Event As mentioned above, ‘Zinifex Regulated Event’ and ‘Oxiana Regulated Event’ are defined in clause 1.1 of the MIA. The definitions are detailed and include a number of exceptions. Matters which could constitute a Regulated Event for Zinifex or Oxiana include: — matters affecting the company’s share capital (eg, share split or share consolidation, certain new issues of share capital, a reduction of share capital or a share buy-back); — material changes to the company’s constitution; — matters constituting insolvency-type events; — major changes to the company’s asset portfolio or the manner in which the company conducts its business; — making loans, advances or other types of investments which are not undertaken in the ordinary course of the company’s business; — the company is a party to litigation involving a claim against the company exceeding $200 million.

14.4 Exclusivity Oxiana and Zinifex have mutually agreed that: — neither party will solicit or encourage Competing Proposals; — neither party will negotiate or enter into discussions with any person in relation to a Competing Proposal; and — neither party will permit a third party to undertake due diligence investigations in respect of it. However, the last two restrictions do not apply to any unsolicited Competing Proposal which the Zinifex Board or the Oxiana Board (as applicable) determines is a Superior Proposal or where the applicable Board determines that a failure to respond to the Competing Proposal would be a breach of their fiduciary duties. If either Zinifex receives a Competing Proposal, or if Oxiana receives a Mutually Exclusive Competing Proposal, which its Board considers to be a Superior Proposal (Other Proposal), and as a result proposes to terminate the MIA, it must give the other party five clear Business Days written notice of such proposed termination, and provide to the other party all material terms of the Other Proposal, including details of the proposed price or implied value (including details of the consideration if not simply cash), conditions, timing and break fee (if any). The other party may elect to make a counter-proposal during that five Business Day period. If such a counter-proposal is made and is determined (in good faith) to be a Superior Proposal to the Other Proposal, then Oxiana and Zinifex must use their best endeavours to agree and enter into appropriate legal documentation to give effect to and implement the counter-proposal.

175 14.5 Payment of liquidated amount (break fee) Oxiana and Zinifex have agreed that the amount of $55 million (the Liquidated Amount) will become payable in the following circumstances: Breach and regulated events a) Oxiana will pay the Liquidated Amount to Zinifex if the MIA is terminated because of Oxiana’s material breach, or the occurrence of an Oxiana Regulated Event (as defined in the MIA). b) Zinifex will pay the Liquidated Amount to Oxiana if the MIA is terminated because of Zinifex’s material breach, or the occurrence of a Zinifex Regulated Event (as defined in the MIA). Competing Proposal for Oxiana c) Oxiana will pay the Liquidated Amount to Zinifex if there is a Competing Proposal for Oxiana which is Not Open to Zinifex Shareholders and as a result of the Competing Proposal for Oxiana the applicable Bidder for Oxiana acquires a Relevant Interest in more than 50% of the shares in Oxiana on an unconditional basis. d) Oxiana will pay the Liquidated Amount to Zinifex if the Oxiana Board recommends a Competing Proposal for Oxiana which is either Not Open to Zinifex Shareholders or is a Mutually Exclusive Competing Proposal for Oxiana, and either the MIA is terminated or the Scheme is not approved by the requisite majority of Zinifex Shareholders at the Scheme Meeting. Competing Proposal for Zinifex or change of Zinifex Directors’ recommendation e) Zinifex will pay the Liquidated Amount to Oxiana if a Competing Proposal for Zinifex is announced before the Scheme Meeting (or any earlier termination of the MIA) and prior to 3 September 2008 the applicable Bidder for Zinifex acquires a Relevant Interest in more than 50% of the Zinifex Shares on an unconditional basis, or control of Zinifex, or the whole or a substantial part or a material part of the business or property of Zinifex or the Zinifex Group. f) Zinifex will pay the Liquidated Amount to Oxiana if a majority of the Zinifex Board: (i) change their recommendation of the Scheme (except if the change of recommendation arises as a result of the Independent Expert giving a report that the Scheme is not in the best interests of Zinifex Shareholders, and after the Zinifex Board has consulted in good faith with Oxiana concerning their proposed change of recommendation); or (ii) recommend a Competing Proposal for Zinifex, and the MIA is terminated. Neither party will be liable to pay the Liquidated Amount, and will be entitled to an immediate refund if the Liquidated Amount has already been paid, if a court or the Takeovers Panel determines that the agreement to pay, or the payment of, the Liquidated Amount: — constitutes or would if performed constitute a breach of fiduciary or statutory duties owed by the party; — constitutes or would if performed constitute unacceptable circumstances within the meaning of the Corporations Act; or — is or would if performed be unlawful for any other reason. If the Liquidated Amount is paid to a party, that payment constitutes that party’s sole and exclusive remedy for any liability of the other party arising under or in connection with the MIA. The maximum liability of either party arising under or in connection with the MIA is the Liquidated Amount.

14.6 Reimbursement of Costs Oxiana and Zinifex have agreed to reimburse each other for adviser costs up to a maximum amount of $5 million in the event that, in the case of Oxiana, Zinifex terminates the MIA as a result of an Oxiana Material Adverse Change or, in the case of Zinifex, Oxiana terminates the MIA as a result of a Zinifex Material Adverse Change.

176 Key terms of the Merger Implementation Agreement 14.7 Termination The MIA provides for the following termination rights. General termination rights a) By either party if there is a material breach of the MIA by the other party. b) By Oxiana if there occurs a Zinifex Material Adverse Change or a Zinifex Regulated Event (each as defined in the MIA). c) By Zinifex if there occurs an Oxiana Material Adverse Change or an Oxiana Regulated Event (each as defined in the MIA). d) By either party if: (i) the Scheme is not approved by Zinifex Shareholders; (ii) the Court refuses to convene the Scheme Meeting; (iii) there is an order made restraining the Scheme; (iv) the Conditions Precedent are not satisfied; or (v) the Scheme does not otherwise become Effective by 3 September 2008. Termination rights in relation to a change of recommendation by the Zinifex Directors or a Competing Proposal for Zinifex resulting in a change of control of Zinifex e) By Oxiana if a majority of the Zinifex Directors publicly change or withdraw their recommendation in respect of the Scheme. f) By Zinifex if a majority of the Zinifex Directors publicly change or withdraw their recommendation in respect of the Scheme in circumstances where either the Independent Expert opines to Zinifex that the Scheme is not in the best interests of Zinifex Shareholders or a majority of the Zinifex Directors determine that a Competing Proposal for Zinifex constitutes a Superior Proposal to the Scheme, and a majority of the Zinifex Directors (after consultation with Oxiana in relation to the proposed change of recommendation) no longer consider the Scheme to be in the best interests of Zinifex Shareholders. g) By Oxiana if there is a Competing Proposal for Zinifex pursuant to which a third party acquires a Relevant Interest in more than 50% of the Zinifex Shares on an unconditional basis. Termination rights in relation to Oxiana Competing Proposals or change of control of Oxiana h) By either party if the Oxiana Directors recommend a Mutually Exclusive Competing Proposal for Oxiana. i) By Zinifex if there is a Competing Proposal for Oxiana pursuant to which a third party acquires a relevant interest in more than 50% of the issued shares of Oxiana on an unconditional basis. j) By Zinifex if there is a Mutually Exclusive Competing Proposal for Oxiana (irrespective of whether or not it has been recommended by the Oxiana Directors) which at the time of termination is Not Open to Zinifex Shareholders (subject to an obligation on the part of Zinifex to consult with Oxiana prior to termination). k) By Zinifex if there is a Competing Proposal for Oxiana which at the time of termination is Not Open to Zinifex Shareholders (irrespective of whether or not it has been recommended by the Oxiana Directors) or which at the time of termination is recommended by a majority of the Oxiana Directors (subject to an obligation on the part of Zinifex to consult with Oxiana prior to termination).

177 14.8 Standstill Each of Oxiana and Zinifex has agreed that they will not, during the period of the MIA and until 3 September 2008, acquire an interest in the other’s shares other than under the Scheme. Exceptions to this apply if: — a takeover offer or other merger proposal for Zinifex or Oxiana (as relevant) is made or announced by a third party; or — an acquisition of 5% or more of the shares in Zinifex or Oxiana (as relevant) by a person other than an Institutional Investor occurs, or following the occurrence of an Oxiana Regulated Event or a Zinifex Regulated Event (as defined in the MIA).

14.9 Representations and Warranties Each of Oxiana and Zinifex has given representations and warranties to the other which are considered to be normal for an agreement of this kind.

14.10 Integration Committee A committee comprising Zinifex and Oxiana representatives has been established to act as a forum for consultation between the parties to facilitate integration of the parties’ respective businesses following implementation of the Scheme.

14.11 End Date Zinifex and Oxiana have committed to implement the Scheme by the End Date, being 3 September 2008. If the Scheme is not Effective by the End Date, Zinifex and Oxiana must consult in good faith to determine whether the proposed Merger can proceed by way of alternative means, to extend the relevant time or date for satisfaction of the Conditions Precedent, or to extend the End Date. If the parties are unable to reach agreement within five Business Days, either party may terminate the MIA and the Merger will not proceed.

178 Key terms of the Merger Implementation Agreement 15. Additional Information

179 15.1 Introduction This section 15 sets out additional information required pursuant to the Corporations Act and the Corporations Regulations, and other additional information.

15.2 Zinifex Directors The Zinifex Directors in office at the date of this document are: a) Peter Mansell (Chairman); b) Andrew Michelmore (Managing Director and Chief Executive Officer); c) Peter Cassidy (Non-executive Director); d) richard Knight (Non-executive Director); e) Anthony Larkin (Non-executive Director); and f) Dean Pritchard (Non-executive Director).

15.3 Zinifex Directors’ recommendations and voting intentions The Zinifex Directors unanimously recommend that Zinifex Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal, at the Scheme Meeting. The Zinifex Directors unanimously believe that the Scheme is in the best interests of Zinifex Shareholders. The Zinifex Directors believe that the reasons for Zinifex Shareholders to vote in favour of the Scheme outweigh the reasons to vote against the Scheme. These reasons, as well as other relevant considerations and risk factors, are set out in sections 2, 3 and 9 of this document. Each of the Zinifex Directors intends to vote all of the Zinifex Shares they own or control in favour of the Scheme, in the absence of a Superior Proposal. The interests of the Zinifex Directors in the marketable securities of Zinifex are set out in section 15.5.

15.4 Capital structure of Zinifex As at 9 May 2008, there were 486,911,284 Zinifex Shares and 569,566 Zinifex LTIOs on issue. See section 15.15 for details regarding the proposed treatment of the Zinifex LTIOs.

180 15.5 Interests of Zinifex and the Zinifex Directors in Zinifex and Oxiana securities As at 29 April 2008: a) Zinifex did not have a Relevant Interest in any Oxiana Shares or any other marketable securities of Oxiana; and b) the Zinifex Directors had Relevant Interests in the number of Zinifex Shares set out below: (i) Peter Mansell: 79,063 (ii) Peter Cassidy: 38,778 (iii) Richard Knight: 126,168 (iv) Anthony Larkin: 38,874 (v) Dean Pritchard: 38,907 Apart from 60,000 Zinifex Shares in respect of which Mr Knight has a Relevant Interest, all of the non-executive Directors’ Zinifex Shares are held on trust for them by the trustee of the Zinifex non-executive Directors’ share plan. Under the Scheme these shares will be exchanged by the trustee for New Shares if the Scheme is implemented. c) Mr Andrew Michelmore holds a Relevant Interest in 8,000 Zinifex Shares, and a total of 182,511 Zinifex LTIOs which were granted to him pursuant to the terms of his contract, comprising: (i) 67,568 Zinifex LTIOs granted to Mr Michelmore in consideration of a restraint of trade covenant from Mr Michelmore, of which one third will vest on the first and second anniversaries, and the balance on the third anniversary, of the commencement of his employment on 1 February 2008 into Zinifex Shares; and (ii) 114,943 Zinifex LTIOs granted to Mr Michelmore under the Executive Share Plan, the Test Date (to determine the percentage of LTIOs which will vest) for which is 30 June 2010. It is proposed that, if the Scheme is implemented, the LTIOs held by Mr Michelmore referred to in section 15.5(c)(i) above will be amended so that, on vesting, he will receive 3.1931 Oxiana Shares for each vested LTIO; while the LTIOs held by Mr Michelmore referred to in section 15.5(c)(ii) above will be amended in the same manner as the Grant 4 LTIOs issued to other Zinifex executives, as described in section 15.15. None of the other Zinifex Directors had a Relevant Interest in any Zinifex LTIOs. d) The following Zinifex Directors had Relevant Interests in the number of Oxiana Shares set out below: (i) Peter Cassidy: 734,375; (ii) Anthony Larkin: 8,494; and (iii) Andrew Michelmore: 50,250. Other than as set out above, no Zinifex Director had a Relevant Interest in any Oxiana Shares or any other marketable securities of Oxiana.

15.6 Benefits and agreements a) Appointment of Zinifex Directors to the Merged Group Board Oxiana has agreed to appoint Andrew Michelmore as the Managing Director and Chief Executive Officer of the Merged Group, and to appoint each of the Zinifex Directors as Directors on the Merged Group Board, if the Scheme becomes Effective. It is anticipated that: (i) as the Managing Director and Chief Executive Officer of the Merged Group, Andrew Michelmore will be entitled to receive remuneration for his services; and (ii) as a non-executive Director on the Merged Group Board, each of the other Zinifex Directors would be entitled to receive non‑executive Director’s remuneration for their services and will be entitled to enter into a deed of access, indemnity and insurance with Oxiana.

181 b) Benefits in connection with retirement from office pursuant to theS cheme Except as described in this section 15.6 or as set out elsewhere in this document, there is no payment or other benefit that is proposed to be made or given to any Director, secretary or executive officer of Zinifex (or any of its Related Bodies Corporate) as compensation for the loss of, or as consideration for or in connection with his or her retirement from, office in Zinifex or any of its Related Bodies Corporate pursuant to the Scheme. c) Agreements or arrangements connected with or conditional on the Scheme Except as described below, or elsewhere in this section 15.6 or in section 15.5 in relation to the holding of Zinifex LTIOs, or as set out elsewhere in this document, there are no agreements or arrangements made between any Zinifex Director and another person in connection with, or conditional on, the outcome of the Scheme other than in their capacity as a Zinifex Shareholder (or, in the case of Peter Cassidy, Anthony Larkin and Andrew Michelmore, in their capacity as Oxiana Shareholders). Pursuant to deeds of access and indemnity entered into by Zinifex with each of its Directors in April 2004, Zinifex has agreed to indemnify each Zinifex Director against liabilities incurred by such Director in carrying out their duties as a Director. This will include liabilities incurred by the Director in connection with the Merger and the Scheme and the Director’s involvement in the process that resulted in the Merger, and legal costs reasonably incurred in defending an action for any such liability. Zinifex has also entered into Directors’ and officers’ insurance arrangements. Oxiana has indemnified each Zinifex Director from any claim, action, damage, loss, liability, cost, expense or payment which any Zinifex Director may suffer, incur or be liable for arising out of any breach of any of the representations, warranties and undertakings given by Oxiana in clause 7.1 of the Merger Implementation Agreement. d) Benefits under the Scheme Except as described below, or elsewhere in this section 15.6 or in section 15.5 in relation to the holding of Zinifex LTIOs, or as set out elsewhere in this document, no Director, secretary or executive officer of Zinifex (or any of its Related Bodies Corporate) has agreed to receive, or is entitled to receive, any payment or benefit from Oxiana which is conditional on, or is related to, the Scheme, other than in their capacity as a Zinifex Shareholder (or, in the case of Peter Cassidy, Anthony Larkin and Andrew Michelmore, in their capacity as Oxiana Shareholders). e) Interests of Zinifex Directors in Oxiana contracts Except as described elsewhere in this section 15.6 or as set out elsewhere in this document, no Zinifex Director has any interest in any contract entered into by Oxiana.

15.7 Dealings by Oxiana in Zinifex Shares Except as disclosed in this document, during the four months before the date of this document neither Oxiana nor any associate of Oxiana has: — provided, or agreed to provide, consideration for any Zinifex Shares; or — given or offered to give or agreed to give a benefit to another person where the benefit was likely to induce the other person, or an associate, to vote in favour of the Scheme or dispose of Zinifex Shares which benefit is not offered to all Zinifex Shareholders under the Scheme.

15.8 Interests of Oxiana and Oxiana Directors in Zinifex and Oxiana securities As at 29 April 2008: a) Oxiana did not have a Relevant Interest in any Zinifex Shares or any other marketable securities of Zinifex. b) no Oxiana Director had a Relevant Interest in any Zinifex Shares or other marketable securities of Zinifex. c) Oxiana’s voting power in Zinifex was nil.

182 Additional Information d) Oxiana Directors had Relevant Interests in the number of Oxiana securities set out below:

Director Shares Options Performance Rights Barry Cusack 1,955,883 – – Owen Hegarty 27,271,224 10,000,000 – Ronald Beevor 3,252,226 – – Michael Eager 2,115,699 – – Brian Jamieson 1,082,393 – –

15.9 Disclosure of interests of Oxiana Directors Except as disclosed in this document, no Director or proposed Director of Oxiana holds, or held at any time during the two years before the date of this document, any interests in: — the formation or promotion of Oxiana; — property acquired or proposed to be acquired by Oxiana in connection with its formation or promotion or the offer of New Shares under the Scheme; or — the issue of New Shares under the Scheme.

15.10 Disclosure of fees and other benefits to Oxiana Directors Other than as set out in this document, no person has paid or agreed to pay any amount, or provided or agreed to provide any benefit to a Director or proposed Director of Oxiana: — to induce them to become or to qualify as a Director of Oxiana; or — for services provided by that person in connection with the formation or promotion of Oxiana or the issue of New Shares under the Scheme.

15.11 Disclosure of interests and fees of advisers Except as set out in this document, no person named in this document as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this document has, or has had in the two years before the date of lodgement of this document for registration by ASIC, an interest in: — the formation or promotion of Oxiana; — any property acquired or proposed to be acquired by Oxiana in connection with its formation or promotion or the offer of New Shares under the Scheme; or — the issue of New Shares under the Scheme, and no amounts (whether in cash or securities or otherwise) have been paid or agreed to be paid, and no one has given or agreed to give a benefit, to any such person for services rendered in connection with the promotion or formation of Oxiana or the offer of New Shares under the Scheme.

15.12 Quotation of New Shares Within 7 days after the date of this document, Oxiana will make an application for the admission to quotation on ASX of New Shares to be issued pursuant to the Scheme. Oxiana has no reason to believe that the New Shares will not be admitted to quotation by ASX.

183 15.13 Rights and liabilities attaching to Oxiana Shares The rights and liabilities attaching to ownership of the Oxiana Shares arise from a combination of Oxiana’s constitution, statute, the Listing Rules and general law. A summary of the significant rights and liabilities attaching to Oxiana’s Shares is set out below. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of Oxiana Shareholders. a) Voting at a general meeting Subject to Oxiana’s constitution and any rights or restrictions attached to a class of Oxiana Shares, every Oxiana Shareholder present in person or by proxy, attorney or representative at a meeting of Oxiana Shareholders has one vote on a show of hands and one vote on a poll for every Oxiana Share held. A poll may be demanded by the chair of the meeting, any five Oxiana Shareholders (or their proxy, attorney or representative) entitled to vote on the resolution, an Oxiana Shareholder or Oxiana Shareholders who together hold at least 5% of the votes that may be cast on the resolution on a poll, or who together hold voting shares paid up to a value of not less than 5% of the total sum paid up on all Oxiana Shares. b) Meeting of Members Each Oxiana Shareholder is entitled to receive notice of and to attend general meetings of Oxiana and to receive all notices, accounts and other documents required to be sent to Oxiana Shareholders under Oxiana’s constitution, the Corporations Act or the Listing Rules. c) Dividends Dividends are payable out of Oxiana’s profits and are declared by the Directors. Dividends declared will (subject to any special rights or restrictions attaching to a class of Oxiana Shares created under any arrangement as to dividend) be payable on Oxiana Shares in accordance with the Corporations Act. d) Transfer of Oxiana Shares An Oxiana Shareholder may transfer Oxiana Shares by a proper transfer effected in accordance with any computerised or electronic system established or recognised by ASX or the Corporations Act for the purpose of facilitating transfers in Oxiana Shares or by an instrument in writing in any usual form or in any other form approved by the Directors that is permitted by law or by another method permitted by ASX and the Corporations Act. The Directors may refuse to register a transfer of Oxiana Shares where the refusal to register the transfer is permitted under the Corporations Act, Oxiana’s constitution and the Listing Rules. e) Issue of further Oxiana Shares The Directors may (subject to the restrictions on the issue of Oxiana Shares imposed by Oxiana’s constitution, the Listing Rules and the Corporations Act) allot, issue, grant options in respect of, or otherwise dispose of, further Oxiana Shares as they see fit. f) Winding Up Subject to any rights or restrictions attached to a class of Oxiana Shares, on a winding up of Oxiana, any surplus must be divided among the Oxiana Shareholders in the proportions which the amount paid on the Oxiana Shares of an Oxiana Shareholder is of the total amounts paid and payable on the Oxiana Shares of all Oxiana Shareholders. g) Unmarketable parcels Subject to the Corporations Act, the Listing Rules and ASTC Settlement Rules, Oxiana may sell the shares of a shareholder who holds less than a marketable parcel of shares. h) Share buy-back Subject to the provisions of the Corporations Act, the Listing Rules and the ASTC Settlement Rules, Oxiana may buy back shares in itself on any terms and at any time determined by the Directors. i) Variation of class rights Unless otherwise provided by Oxiana’s constitution and by the terms of issue of a class of shares, the rights attaching to any class of shares may be varied or cancelled or converted from one class to another by a special resolution of Oxiana Shareholders and: — a special resolution passed at a meeting of the holders of that class of shares; or — the consent in writing of the holders of at least 75% of the votes that may be cast in respect of that class of shares.

184 Additional Information In either case, the holders of not less than 10% of the votes in the class of shares, the rights of which have been varied or abrogated, may apply to a court of competent jurisdiction to exercise its discretion to set aside such a variation or abrogation. j) Dividend plans Oxiana’s constitution authorises the Directors to establish and maintain a dividend selection plan or bonus share plan (whereby any member may elect to forego any dividends that may be payable on all or some of the Oxiana Shares held by that member and to receive instead some other entitlement including the issue of Oxiana Shares). Oxiana’s constitution authorises the Directors to establish a dividend reinvestment plan (whereby any member may elect that dividends payable by Oxiana be reinvested by way of subscription for shares in Oxiana). k) Alteration of Oxiana’s constitution Oxiana’s constitution can only be amended by special resolution passed by at least three-quarters of Oxiana Shareholders present and voting at a general meeting of Oxiana. Oxiana must give at least 28 days written notice of its intention to propose a resolution as a special resolution.

15.14 Market prices of Oxiana Shares See section 7.5 for certain information regarding the historical market price of Oxiana Shares.

15.15 Information for holders of Zinifex LTIOs Zinifex operates an Executive Share Plan (ESP) under which it has granted Zinifex LTIOs to eligible executives. The Zinifex LTIOs vest subject to satisfaction of performance conditions, the relevant condition being a measure of Total Shareholder Return (TSR) of Zinifex Shares against a comparator group comprising a number of Zinifex’s industry peers. On vesting, one Zinifex Share will be provided to the Zinifex LTIO holder for each vested Zinifex LTIO. Four grants of Zinifex LTIOs have been made under the ESP, with the following key dates:

Grant grant Date Test Date Unvested LTIOs* 1 (Tranche 1) July 2004 30 June 2005 Nil 1 (Tranche 2) July 2004 30 June 2006 Nil 1 (Tranche 3) July 2004 30 June 2007 Nil 2 July 2005 30 June 2008** 68,782 3 November 2006 30 June 2009 125,422 4 November 2007 30 June 2010 192,850

* Total number of shares to still vest. ** To be changed to 20 June 2008, as described below.

In addition to the above, a total of 182,511 Zinifex LTIOs were granted to Mr Andrew Michelmore in accordance with the terms of his contract and as described in section 15.5(c).

Zinifex LTIOs issued under Grant 1, made in July 2004, have vested or lapsed in accordance with the rules of the ESP (the Rules). In connection with Zinifex’s disposal of its smelting assets to Nyrstar SA/NV in 2007 (the Nyrstar transaction) the Zinifex Board permitted early vesting of a number of Zinifex LTIOs granted to Participants under Grants 2 and 3. Shareholder approval for this early vesting, and to amend the performance conditions for unvested Zinifex LTIOs, was obtained at the Extraordinary General Meeting of Zinifex held on 26 July 2007. Grant 4 was made following the Nyrstar transaction.

185 In the context of the scheme of arrangement, Zinifex and Oxiana propose that unvested Zinifex LTIOs are dealt with as contemplated by Rule 6.3 of the Rules. Rule 6.3 contemplates that, in the event of a company obtaining control of Zinifex as a result of a scheme of arrangement, Zinifex, the acquiring company and the ESP Participant may agree that, upon the applicable vesting conditions being satisfied, the Participant will be provided with shares in the acquirer in lieu of shares in Zinifex, on substantially the same terms and conditions with appropriate adjustments to the number and kind of shares received by the Participant. Accordingly, Zinifex and Oxiana propose that they will enter into an agreement with each Participant under which, upon the Merger occurring, the Zinifex LTIOs held by that Participant will be amended as described below. Under the proposed agreements, Zinifex LTIOs granted under Grants 3 and 4 would be amended as follows: — the percentage of the LTIOs that vest on the relevant Test Date will be determined by reference to the TSR ranking of Oxiana over the relevant test period; — Oxiana will be deleted from the current comparator group and replaced with Antofagasta plc; and — on vesting of an LTIO, a Participant will receive 3.1931 Oxiana Shares. Under the proposed agreements, Zinifex LTIOs granted under Grant 2 will be treated differently. This is because, as outlined in the table above, the Test Date for Zinifex LTIOs issued under Grant 2 is 30 June 2008. Under the Scheme timetable, Zinifex Shares cease trading on ASX on Friday, 20 June 2008. Consequently, it will not be possible to apply the TSR measure to Zinifex Shares on 30 June 2008, as Zinifex Shares will no longer be trading on ASX at that time. But, in the view of Zinifex and Oxiana, it is more appropriate to use the TSR performance of Zinifex for Grant 2 than the TSR performance of Oxiana. For this reason, it is proposed that the Test Date for Grant 2 Zinifex LTIOs be changed to 20 June 2008 and the percentage of LTIOs that vest on that date will be determined by reference to the TSR ranking of Zinifex. The comparator group will remain unchanged in recognition of the fact that the existing comparator group is an appropriate comparator group to assess the TSR performance of Zinifex Shares during the period between 1 July 2005 (being the commencement of the Test Period for Grant 2) and 20 June 2008. Zinifex LTIOs granted under Grant 2 will otherwise be dealt with in the same manner as Zinifex LTIOs granted under Grants 3 and 4. Zinifex has received waivers from ASX from relevant Listing Rule requirements in respect of the changes described above.

15.16 Additional information for participants in Zinifex’s employee share plan and non‑executive Director share plan The trustee of the Zinifex employee share plan and non-executive Director share plan will act as follows: — it will vote at the Scheme Meeting in accordance with voting instructions received from the participant of the plan in respect of his or her beneficial holding in Zinifex Shares; and — if the Scheme is approved, the Zinifex Shares held by the trustee will be exchanged for New Shares in accordance with the Scheme, and the trustee (or a replacement trustee) will continue to hold those New Shares on trust until the vesting date specified in the plans.

186 Additional Information 15.17 Status of regulatory conditions a) Foreign investment approval The approval of the Commonwealth Treasurer under the Foreign Acquisitions and Takeovers Act 1975 (Cth) was a condition precedent to implementation of the MIA. Given the level of foreign shareholdings in each of Oxiana and Zinifex, Oxiana and Zinifex agreed that the approval was not necessary. Accordingly, the MIA has been amended to remove the approval as a condition precedent. b) ASIC and ASX consents and approvals As at the date of this document, it is not anticipated that any ASX or ASIC consents or approvals other than the ASX waivers referred to in section 15.19, or any consent or approval from any other Governmental Agency, are necessary to implement the Scheme.

15.18 Creditors of Zinifex The Scheme, if implemented, should not materially prejudice Zinifex’s ability to pay its creditors as it involves the acquisition of Zinifex Shares rather than Zinifex’s underlying assets. No materially new liability (other than transaction costs) is expected to be incurred by Zinifex as a consequence of the implementation of the Scheme. Zinifex has paid and is paying all of its creditors within normal terms of trade. It is solvent and is trading in an ordinary commercial manner.

15.19 ASIC relief and ASX waivers ASX has granted Zinifex a waiver from Listing Rule 6.23.4 in relation to the changes to the Zinifex LTIOs described in section 15.15. ASX has also confirmed to Zinifex that an issue of Merged Group Shares to Mr Andrew Michelmore upon vesting of LTIOs held by Mr Michelmore will not require the approval of shareholders in the Merged Group under Listing Rule 10.14.

15.20 Consents and disclaimers a) Consent to be named The following persons have given and have not, before the time of registration of this document by ASIC, withdrawn their written consent to be named in this document in the form and context in which they are named: (i) UBS AG, Australia branch as financial adviser to Zinifex; (ii) Lazard Carnegie Wylie Pty Ltd as financial adviser to Zinifex; (iii) kPMG as auditor to Zinifex and Oxiana; (iv) kPMG Transaction Services (Australia) Pty Ltd as the Investigating Accountant; (v) grant Samuel & Associates Pty Ltd as the Independent Expert; (vi) AMC Consultants Pty Ltd as the technical expert; (vii) Allens Arthur Robinson as legal adviser to Zinifex in respect of Australian law; and (viii) Computershare Investor Services Pty Limited as the Zinifex Share Registry.

187 b) Consent to the inclusion of statements This document contains statements made by, or statements said to be based on statements made by: (i) Oxiana, in respect of the Oxiana Information only; (ii) kPMG Transaction Services (Australia) Pty Ltd, as Investigating Accountant; (iii) grant Samuel, as the Independent Expert; and (iv) AMC Consultants Pty Ltd, as a technical specialist that provided a report to Grant Samuel. Each of the persons named above has consented to the inclusion of each statement it has made in the form and context in which the statements appear in this document and has not withdrawn that consent at the date of this document. c) disclaimers of responsibility Each person named in sections 15.20(a) and 15.20(b): (i) has not authorised or caused the issue of this document; (ii) does not make, or purport to make, any statement in this document or any statement on which a statement in this document is based other than: A) Oxiana, in respect of the Oxiana Information; B) kPMG Transaction Services (Australia) Pty Ltd, in relation to its Investigating Accountant’s Report; and C) grant Samuel, in relation to its Independent Expert’s Report and the summary of that report contained in this document; and (iii) to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representation regarding, and takes no responsibility for, any part of this document other than a reference to its name and the statement (if any) included in this document with the consent of that party as specified in section 15.20(b).

15.21 Fees Each of the persons named in sections 15.20(a) and 15.20(b) of this document (except Oxiana) as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this document will be entitled to receive professional fees charged in accordance with their normal basis of charging.

15.22 Supplementary disclosure Zinifex will issue a supplementary document to this document if it becomes aware of any of the following between the date of lodgement of this document for registration by ASIC and the Scheme Meeting: a) a material statement in this document being misleading or deceptive; b) a material omission from this document; c) a significant change affecting a matter included in this document; or d) a significant new matter arising which would have been required to be included in this document. The form which the supplementary document may take, and whether a copy will be sent to each shareholder, will depend on the nature and timing of the new or changed circumstances. Any such supplementary document will be made available on Zinifex’s website (www.zinifex.com) and released to the ASX (and accordingly, available from the ASX’s website (www.asx.com.au)).

188 Additional Information 15.23 Information relating to mineral resources, ore reserves and exploration results Information in this document that relates to Zinifex Mineral Resources (as defined in the JORC Code) is based on information compiled by Mr Peter Edwards, MAusIMM, who is a full time employee of Zinifex and consents to the inclusion in this document of the matters based on his information in the form and context in which it appears. Mr Edwards is a member of the Australasian Institute of Mining and Metallurgy and 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 JORC Code). Information in this document that relates to Zinifex Ore Reserves (as defined in the JORC Code) is based on information compiled by Mr Peter Hannigan, Deputy General Manager at Rosebery mine, MAusIMM, who is a full time employee of Zinifex and consents to the inclusion in this document of the matters based on his information in the form and context in which it appears. Mr Hannigan is a member of the Australasian Institute of Mining and Metallurgy and 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 JORC Code). Information in this document that relates to Zinifex Exploration Results (as defined in the JORC Code) is based on information compiled by David Wallace, MAusIMM, who is a full time employee of Zinifex and consents to the inclusion in this document of the matters based on his information in the form and context in which it appears. Mr Wallace is a member of the Australasian Institute of Mining and Metallurgy and 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 JORC Code). Information in this document that relates to Oxiana Mineral Resources and Oxiana Exploration Results (as defined in the JORC Code) is based on information compiled by Mr Antony Manini who is a full time employee of Oxiana and consents to the inclusion in this document of the matters based on his information in the form and context in which it appears. Mr Manini is a Fellow of the Australasian Institute of Mining and Metallurgy and 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 JORC Code). Information in this document that relates to Oxiana Ore Reserves (as defined in the JORC Code) is based on information compiled by Mr Peter Balka who is a full time employee of Oxiana and consents to the inclusion in this document of the matters based on his information in the form and context in which it appears. Mr Balka is a member of the Australasian Institute of Mining and Metallurgy and 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 JORC Code).

189 16. Glossary

190 The meanings of the terms used in the document are set out below.

Term Meaning $, A$ or AUD Australian dollars

$m million Australian dollars Allegiance Allegiance Mining NL ASIC the Australian Securities and Investments Commission

ASTC Settlement Rules the operating rules of the settlement facility provided by ASX Settlement and Transfer Corporation Pty Ltd (ABN 49 008 504 532) ASX ASX Limited (ACN 008 624 691) or, as the case requires, the financial market operated by it

ATO the Australian Taxation Office

Business Day any day that is both a Business Day within the meaning given in the Listing Rules and a day that banks are open for business in Melbourne, Australia

CGT Australian capital gains tax CHESS the clearing house electronic sub-register system of share transfers operated by ASX Settlement and Transfer Corporation Pty Limited

Competing Proposal either a Competing Proposal for Oxiana or a Competing Proposal for Zinifex, as the case requires

Competing Proposal for Oxiana any proposed or possible transaction or arrangement pursuant to which, if ultimately completed, a person other than Zinifex or a Related Body Corporate of Zinifex (the person being the Bidder for Oxiana) would: a) directly or indirectly, acquire an interest, a relevant interest in or become the holder of: (i) more than 20% of the Oxiana Shares; or (ii) the whole or a substantial part or a material part of the business or property of Oxiana or the Oxiana Group; b) acquire control of Oxiana, within the meaning of section 50AA of the Corporations Act; or c) otherwise acquire or merge with Oxiana (including by a reverse takeover bid, reverse scheme of arrangement or dual listed companies structure)

191 Term Meaning Competing Proposal for Zinifex any proposed or possible transaction or arrangement pursuant to which, if ultimately completed, a person other than Oxiana or a Related Body Corporate of Oxiana (the person being the Bidder for Zinifex) would: a) directly or indirectly, acquire an interest, a relevant interest in or become the holder of: (i) more than 20% of the Zinifex Shares; or (ii) the whole or a substantial part or a material part of the business or property of Zinifex or the Zinifex Group; b) acquire control of Zinifex, within the meaning of section 50AA of the Corporations Act; or c) otherwise acquire or merge with Zinifex (including by a reverse takeover bid, reverse scheme of arrangement or dual listed companies structure) Corporations Act the Corporations Act 2001 (Cth) Corporations Regulations the Corporations Regulations 2001 (Cth)

Court the Supreme Court of Victoria EBIT earnings before interest and taxation EBITDA earnings before interest, taxation, depreciation and amortisation Effective means, when used in relation to the Scheme, the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act in relation to the Scheme Effective Date the date on which the Scheme becomes Effective End Date 3 September 2008, or such later date as Oxiana and Zinifex may agree in writing FIRB the Foreign Investment Review Board Grant Samuel Grant Samuel & Associates Pty Ltd Implementation Date the date which is three Business Days after the Scheme Record Date or such other date as Zinifex and Oxiana agree in writing Independent Expert Grant Samuel Independent Expert’s Report the report from the Independent Expert (a summary of which is set out in section 12 and a full copy of which is set out in the Scheme Booklet Supplement), and any update to such report that the Independent Expert issues Ineligible Foreign Zinifex a Zinifex Shareholder whose address as shown in the Zinifex Share Shareholder Register is a place outside Australia and its external territories, New Zealand, the United States of America or the United Kingdom, unless Oxiana and Zinifex are each satisfied, acting reasonably, that: a) it is lawful, under any one or more relevant jurisdiction, and not unduly onerous to issue an Ineligible Foreign Zinifex Shareholder with Oxiana Shares when the Scheme becomes Effective; and b) it is lawful, under any one or more relevant jurisdiction, for that Ineligible Foreign Zinifex Shareholder to participate in the Scheme.

192 Glossary Term Meaning Investigating Accountant KPMG Transaction Services (Australia) Pty Ltd Investigating Accountant’s Report the report from KPMG Transaction Services (Australia) Pty Ltd set out in section 11 of this document JORC Code the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2004 edition Listing Rules the Listing Rules of the ASX

LME the London Metal Exchange Merged Group the corporate group comprising Oxiana (to be renamed) and its subsidiaries (including Zinifex and its subsidiaries) after implementation of the Scheme (or, as the case requires, means Oxiana (to be renamed) in its capacity as the ultimate holding company of the Merged Group) Merged Group Board the Board of Directors of Oxiana (to be renamed) after the implementation of the Scheme Merged Group Information the information contained in sections 8 and 9 of this document, other than information contained in those sections which comprises: (a) Oxiana Information; or (b) information that Zinifex has contributed Merged Group Shares Oxiana Shares on issue after the implementation of the Scheme (including the New Shares) Merger the merger of Zinifex and Oxiana pursuant to the Scheme Merger Implementation the Merger Implementation Agreement between Oxiana and Zinifex Agreement (or MIA) dated 2 March 2008, as amended on 29 April 2008 (a summary of which is set out in section 14 and a full copy of which may be obtained by calling the Zinifex Shareholder Information Line on 1300 659 062 (within Australia, toll free) or +61 2 8986 9350 (outside Australia), or from Zinifex’s website (www.zinifex.com)) MEPA Mineral Exploration and Production Agreement Mutually Exclusive Competing a Competing Proposal for Oxiana which is conditional on the Proposal for Oxiana Scheme not becoming Effective or which requires Oxiana to abandon the proposed merger with Zinifex New Shares the Oxiana Shares to be issued to (or in respect of) Zinifex Shareholders as Scheme Consideration New Shareholders holders of New Shares Nominee the person nominated by Oxiana to sell the New Shares that are attributable to Ineligible Foreign Zinifex Shareholders under the terms of the Scheme Not Open to Zinifex Shareholders in relation to a Competing Proposal for Oxiana, means that the Competing Proposal for Oxiana is not (at the applicable time) expressed to be open to participation or acceptance by the holders of the New Shares that would be issued as Scheme Consideration if the Scheme was to become Effective in respect of those New Shares Oxiana Oxiana Limited (ABN 40 005 482 824) and, where the context requires, includes Oxiana Limited and the members of the Oxiana Group

193 Term Meaning Oxiana Board the Board of Directors of Oxiana Oxiana Constitution the constitution of Oxiana from time to time Oxiana Deed Poll the deed poll dated 17 April 2008 executed by Oxiana in favour of the Scheme Shareholders, as set out in Annexure B Oxiana Group Oxiana and each of its subsidiaries Oxiana Information the information contained in section 7 and Annexure E of this document, and the information contained in sections 8 and 9 of this document to the extent that Oxiana has contributed that information Oxiana Share a fully paid ordinary share in the capital of Oxiana Oxiana Shareholder a holder of an Oxiana Share Proxy Form the proxy form for the Scheme Meeting accompanying this document Related Body Corporate the meaning given to that term in the Corporations Act Relevant Interest the meaning given to that term in the Corporations Act Reserves the meaning given in the JORC Code Resources the meaning given in the JORC Code Scheme a scheme of arrangement under Part 5.1 of the Corporations Act between Zinifex and the Scheme Shareholders substantially in the form set out in Annexure A or in such other form as Zinifex and Oxiana agree in writing Scheme Consideration the consideration to be provided to Scheme Shareholders under the terms of the Scheme for the transfer to Oxiana of their Scheme Shares, ascertained in accordance with clause 5 of the Scheme Scheme Meeting the meeting of Zinifex Shareholders to be convened by the Court in relation to the Scheme pursuant to section 411(1) of the Corporations Act Scheme Record Date 7.00 pm on the date which is 4 Business Days after the Effective Date Scheme Share each Zinifex Share on issue as at the Scheme Record Date Scheme Shareholder each person registered in the Zinifex Share Register as the holder of Scheme Shares as at the Scheme Record Date Second Court Date the date on which the application made to the Court for an order pursuant to section 411(4)(b) of the Corporations Act approving this Scheme is first heard Second Court Hearing the hearing of the application made to the Court for an order pursuant to section 411(4)(b) of the Corporations Act approving the Scheme

194 Glossary Term Meaning Superior Proposal in relation to either Zinifex or Oxiana means a bona fide Competing Proposal for the party which the Board of Directors of the party determines, acting in good faith, and after having taken advice from its financial and legal advisers is: a) capable of being valued and completed, taking into account all aspects of the Competing Proposal for the party; and b) (i) in the case of Oxiana – more favourable to the Oxiana Shareholders than the Scheme, taking into account all the terms and conditions of the Competing Proposal for Oxiana; and (ii) in the case of Zinifex – more favourable to the shareholders of Zinifex than the Scheme, taking into account all the terms and conditions of the Competing Proposal for Zinifex, and, in both cases, after taking into account a qualitative assessment of the identity, reputation, and financial standing of the party making the Competing Proposal US$, US dollars or USD the currency of the United States of America Wolfden Wolfden Resources Inc. Zinifex Zinifex Limited (ABN 29 101 657 309) and, where the context requires, includes Zinifex Limited and the members of the Zinifex Group Zinifex Board the Board of Directors of Zinifex Zinifex Constitution the constitution of Zinifex from time to time Zinifex Director a member of the Zinifex Board Zinifex Group Zinifex and each of its subsidiaries Zinifex Information the information contained in this document, except for the: a) Oxiana Information; b) Merged Group Information; c) Summary of the Independent Expert’s Report; and d) investigating Accountant’s Report. Zinifex LTIOs or LTIOs rights to acquire Zinifex Shares issued under Zinifex’s Executive Share Plan Zinifex Share a fully paid ordinary share in the capital of Zinifex Zinifex Shareholder a holder of a Zinifex Share Zinifex Share Register the register of members of Zinifex maintained by or on behalf of Zinifex in accordance with section 168(1) of the Corporations Act

195 Annexure A – Scheme of Arrangement

196 Annexure A – Scheme of Arrangement 197 198 Annexure A – Scheme of Arrangement 199 200 Annexure A – Scheme of Arrangement 201 202 Annexure A – Scheme of Arrangement 203 204 Annexure A – Scheme of Arrangement 205 206 Annexure A – Scheme of Arrangement 207 Annexure B – Oxiana Deed Poll

208 Annexure B – Oxiana Deed Poll 209 210 Annexure B – Oxiana Deed Poll 211 212 Annexure B – Oxiana Deed Poll 213 214 Annexure B – Oxiana Deed Poll Annexure C – Notice of Scheme Meeting

Zinifex Limited (ABN 29 101 657 309) Notice of Court ordered meeting of holders of Zinifex shares Notice is hereby given that, by an order of the Court made on 9 May 2008 pursuant to section 411(1) of the Corporations Act, a meeting of Zinifex shareholders will be held at The Function Centre, Melbourne & Olympic Parks, Batman Avenue, Melbourne, Victoria on Monday, 16 June 2008 at 2pm (Melbourne time). The Court has also directed that Peter Mansell act as chairman of the meeting or failing him Tony Larkin, and has directed the chairman to report the result of the meeting to the Court. Purpose of the meeting The purpose of the meeting is to consider and, if thought fit, to agree to a scheme of arrangement proposed to be made between Zinifex and the holders of its ordinary shares. A copy of the Scheme and the explanatory statement required by section 412 of the Corporations Act in relation to the Scheme are contained in the Scheme Booklet of which this notice forms part. resolution The meeting will be asked to consider and, if thought fit, to pass the following resolution: “That, pursuant to and in accordance with section 411 of the Corporations Act, the scheme of arrangement proposed between Zinifex and the holders of its ordinary shares, as contained in and more particularly described in the document of which the notice convening this meeting forms part, is approved (with or without modification as approved by the Supreme Court of Victoria).” required voting majority In accordance with section 411(4)(a) of the Corporations Act, the resolution to approve the Scheme must be approved by a majority in number of the holders of ordinary shares in Zinifex, present and voting at the meeting (whether in person or by corporate representative, proxy or attorney), unless the Court orders otherwise, being a majority whose ordinary shares in aggregate are at least 75% of the total of all ordinary shares voted at the meeting. Court approval In accordance with section 411(4)(b) of the Corporations Act, the Scheme (with or without modification) is subject to the approval of the Court. If the resolution set out in this notice is approved by the requisite majority, and the other conditions precedent to the Scheme are satisfied or waived by the time required under the Scheme, Zinifex intends to apply to the Court for the necessary orders to give effect to the scheme. By order of the board

Company Secretary 9 May 2008

215 Explanatory notes Terms used in this Notice of Meeting (including in these explanatory notes) have the same meaning as set out in the glossary contained in section 16 of the Scheme Booklet of which this Notice of Meeting forms part. This Notice of Meeting should be read in conjunction with the entire Scheme Booklet of which it forms part. The Scheme Booklet contains important information to assist you in determining how to vote on the resolution, including factors for and against the Scheme (see sections 2 and 3). The Scheme Booklet also contains a copy of the Scheme (see Annexure A) and the explanatory statement required by section 412 of the Corporations Act. Entitlement to vote Pursuant to section 411 of the Corporations Act and all other enabling powers, the Court has determined that the time for determining eligibility to vote at the Scheme Meeting is 2pm on Saturday, 14 June 2008. Only those shareholders entered on the Zinifex Share Register at that time will be entitled to attend and vote at the Scheme Meeting. Voting Voting will be by poll. If you are a Zinifex Shareholder entitled to attend and vote at the Scheme Meeting, you may vote by: — attending the meeting and voting in person or, in the case of corporate shareholders, by corporate representative; — appointing an attorney to attend and vote on your behalf; or — appointing one or two proxies to attend and vote on your behalf, using the proxy form accompanying the Scheme Booklet of which this notice forms part. Zinifex Shareholders or their representatives who plan to attend the Scheme Meeting are asked to arrive at the venue at approximately 1.30pm (that is, 30 minutes prior to the time designated for the commencement of the Scheme Meeting), so that either their shareholding may be checked against the Zinifex Share Register, their power of attorney or appointment as corporate representative can be verified (as the case may be), and their attendance noted. Jointly held securities If the Zinifex Shares are jointly held, only one of the joint shareholders is entitled to vote. If more than one shareholder votes in respect of jointly held Zinifex Shares, only the vote of the shareholder whose name appears first on the Zinifex Share Register will be counted. Voting in person To vote in person at the Scheme Meeting, you must attend the Scheme Meeting to be held at The Function Centre, Melbourne & Olympic Parks, Batman Avenue, Melbourne, Victoria on Monday, 16 June 2008. The meeting will commence at 2pm. An eligible Zinifex Shareholder who wishes to attend and vote at the Scheme Meeting in person will be admitted to the Scheme Meeting and given a voting card on disclosure at the point of entry to the Scheme Meeting of their name and address. Voting by corporate representative In order to vote in person at the Scheme Meeting, an eligible Zinifex Shareholder that is a corporation may appoint an individual to act as its representative. The appointment must comply with the requirements of section 250D of the Corporations Act, meaning that Zinifex will require a Certificate of Appointment of Corporate Representative executed in accordance with the Corporations Act. A copy of such a Certificate may be obtained from the Zinifex Share Registry. The Certificate should be lodged with Zinifex before the Scheme Meeting or at the registration desk on the day of the meeting. The Certificate will be retained by Zinifex. If a Certificate is completed by an individual or a corporation under power of attorney, the power of attorney under which the Certificate is signed, or a certified copy of that power of attorney, must accompany the completed Certificate unless the power of attorney has previously been noted by Zinifex. Voting by attorney An eligible Zinifex Shareholder is entitled to appoint an attorney to attend the Scheme Meeting on the shareholder’s behalf. An attorney need not be a member of Zinifex. Each attorney will have the right to vote on the poll and also to speak at the Scheme Meeting.

216 Annexure C – Notice of Scheme Meeting The power of attorney appointing the attorney in respect of the Scheme Meeting must be duly executed and specify the name of the applicable Zinifex Shareholder, the company (that is, Zinifex) and the attorney, and also specify the meetings at which the appointment may be used. The appointment may be a standing one. To be effective, the power of attorney must be received at the Zinifex Share Registry in the same manner, and by the same time, as outlined below for proxy forms. An attorney will be admitted to the Scheme Meeting and given a voting card on providing at the point of entry of the Scheme Meeting written evidence of their appointment, their name and address and the identity of their appointer. The appointment of an attorney will not preclude any eligible Zinifex Shareholder from attending the Scheme Meeting in person and voting at the Scheme Meeting. Voting by proxy An eligible Zinifex Shareholder is entitled to appoint one or two proxies. A proxy need not be a member of Zinifex. Each proxy will have the right to vote on a poll and also to speak at the Scheme Meeting. To appoint a proxy, the Zinifex Shareholder should complete, sign and deliver the proxy form accompanying this Scheme Booklet. If a Zinifex Shareholder wishes to appoint two proxies, a separate proxy form should be used for each. A request should be made to the Zinifex Share Registry for an additional proxy form. Replacement proxy forms can also be requested from the Zinifex Share Registry. Where two proxies are appointed, neither proxy may vote on a show of hands and each proxy should be appointed to represent a specified proportion of the Zinifex Shareholder’s voting rights. If the proxy appointments do not specify the proportion of the Zinifex Shareholder’s voting rights that each proxy may exercise, each proxy may exercise half of the Zinifex Shareholder’s votes. Zinifex Shareholders should consider how they wish the proxy to vote. That is, whether the Zinifex Shareholder wishes the proxy to vote ‘For’ or ‘Against’, or abstain from voting on, the resolution, or whether to leave the decision to the appointed proxy after discussion at the Scheme Meeting. If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting, as that person thinks fit. If a proxy is instructed to abstain from voting on an item of business, that person is directed not to vote on the Zinifex Shareholder’s behalf on a show of hands or on a poll, and the shares the subject of the proxy appointment will not be counted in computing the required majority. Eligible shareholders who return their proxy forms but do not nominate the identity of their proxy will be taken to have appointed the chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the chairman of the meeting will act in place of the nominated proxy and vote in accordance with the directions on the proxy form. Proxy appointments in favour of the chairman of the Scheme Meeting, the company secretary of Zinifex, or any Zinifex Director which do not contain a direction will be used to support the resolution to approve the Scheme. A proxy will be admitted to the Scheme Meeting and given a voting card on providing at the point of entry to the Scheme Meeting written evidence of their name and address. The appointment of a proxy will not preclude any eligible Zinifex Shareholder from attending in person, revoking a proxy or voting at the Scheme Meeting. The instrument appointing a proxy is required to be in writing under the hand of the appointor or of that person’s attorney and, if the appointor is a corporation, in accordance with the Corporations Act or under the hand of an authorised officer or attorney. Where two or more persons are registered as a member, each person must sign the proxy form. If a proxy form is completed by an individual or a corporation under power of attorney, the power of attorney under which the form is signed, or a certified copy of that power of attorney, must accompany the completed proxy form unless the power of attorney has previously been noted by Zinifex. Completed proxy forms can be returned using the return addressed envelope provided with the Scheme Booklet of which this notice forms part. A proxy form will be valid if it is received at Zinifex’s Share Registry in accordance with the directions on the back of the enclosed proxy form by no later than 2pm on 14 June 2008. Proxy forms received after this time will be invalid.

217 Annexure D – Zinifex Mineral Resources and Ore Reserves

MINERAL RESOURCES Total mineral resources as at 31 March 2007 were 115.3 million tonnes, containing 12.3 per cent zinc, 1.9 per cent lead and 49 grams per tonne of silver. Ore Reserves were 50.0 million tonnes of ore containing 11.2 per cent zinc, 1.3 per cent lead and 32 grams per tonne of silver. Mineral resources and ore reserves conform to the Australasian Code for Reporting of Mineral Resources and Ore Reserves (The Joint Ore Reserves Committee Code – JORC). Total resources include all the measured and indicated resources used to calculate the reserves.

Mineral Resources Attributable to Zinifex as at 31st March 2007 Century Century Eastern Block Dugald River Tonnes Zinc Lead Silver Tonnes Zinc Lead Silver Tonnes Zinc Lead Silver (M) % % g/t (M) % % g/t (M) % % g/t Measured 45.7 12.8 1.4 32 Indicated 8.0 10.9 1.5 43 0.6 8.3 0.9 31 31.9 12.6 2.0 44 Inferred 0.3 12.8 0.3 125 16.0 11.1 2.3 44 Totals 53.7 12.5 1.4 33 0.9 9.7 0.7 61 47.9 12.1 2.1 44

Mineral Resources Attributable to Zinifex as at 31st March 2007 Rosebery South Hercules Tonnes Zinc Lead Silver Gold Copper Tonnes Zinc Lead Silver Gold Copper (M) % % g/t g/t % (M) % % g/t g/t % Measured 4.7 15.0 4.1 149 2.2 0.5 Indicated 0.8 16.3 4.6 159 3.4 0.6 1.1 2.7 1.4 99 1.6 0.1 Inferred 6.2 11.1 3.5 128 1.4 0.3 Totals 11.7 13.0 3.8 138 1.9 0.4 1.1 2.7 1.4 99 1.6 0.1

Rounding, conforming to the JORC Code, may cause some computational discrepancies.

Ore reserves The following table shows ore reserves attributable to Zinifex as at 31 March 2007.

Rosebery Century Tonnes Zinc Lead Silver Gold Copper Tonnes Zinc Lead Silver (M) % % g/t g/t % (M) % % g/t Proven 3.78 12.0 3.3 116 1.7 0.4 40.0 10.2 1.1 32 Probable 0.04 6.8 1.8 44 0.6 0.2 6.2 11.3 1.1 24 Totals 3.82 11.9 3.2 115 1.7 0.4 46.2 11.2 1.1 25

Total Reserves are 50.0 million tonnes of ore containing 11.2 per cent zinc, 1.3 per cent lead and 32 grams per tonne of silver. Rounding, conforming to the JORC Code, may cause some computational discrepancies.

218 CANADIAN RESOURCES Zinifex’s Canadian projects include the Izok Lake and High Lake base metal deposits which have reported resources compliant with the Canadian Standard National Instrument 43-101 ‘Standards of Disclosure for Mineral Projects’ and JORC Code. These resources are reported below. Total resources are 32.1 million tonnes, containing 7.7 per cent zinc, 0.8 per cent lead, 2.4 per cent copper and 70 grams per tonne of silver. Zinifex also owns the Ulu gold property in Nunavut containing NI43-101 and JORC Code compliant reported gold resources.

Izok Lake High Lake Ulu Tonnes Zinc Lead Copper Silver Gold Tonnes Zinc Lead Copper Silver Gold Tonnes Gold (M) % % % g/t g/t (M) % % % g/t g/t (M) g/t Indicated 14.4 12.9 1.3 2.5 71 Trace 17.25 3.4 0.3 2.3 70 1.0 0.7 11.7 Inferred 0.4 6.4 0.3 3.8 54 Trace 0.04 2.4 0.4 0.5 122 0.2 0.4 10.7 Totals 14.8 12.8 1.3 2.6 71 Trace 17.29 3.3 0.3 2.2 70 1.0 1.1 11.3

INFORMATION RELATING TO MINERAL RESOURCES AND ORE RESERVES Information in this document that relates to Mineral Resources (as defined in the JORC Code) is based on information compiled by Mr Peter Edwards, MAusIMM, who is a full time employee of Zinifex and consents to the inclusion in this document of the matters based on his information in the form and context in which it appears. Mr Edwards is a member of the Australasian Institute of Mining and Metallurgy and 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 JORC Code). Information in this document that relates to Ore Reserves (as defined in the JORC Code) is based on information compiled by Mr Peter Hannigan, Deputy General Manager at Rosebery mine, MAusIMM, who is a full time employee of Zinifex and consents to the inclusion in this document of the matters based on his information in the form and context in which it appears. Mr Hannigan is a member of the Australasian Institute of Mining and Metallurgy and 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 JORC Code).

219 Annexure E – Oxiana Mineral Resources and Ore Reserves Copper (’000 t) otes at N oz) (’000 S ilver esources modified R xplanatory E Contained M etal oz) Gold (’000 3,835 38,556 1,587 esource R grade Copper (% Cu) Silver grade (g/t Ag) esource G old grade (g/t Au) esources tabled above are inclusive of those Mineral I nferred R R (Mt) esources.asp R Tonnes Tonnes eserves R eserves. For further details refer to 30 June 2007 Mineral ndicated Minerals I R 4.24 36.9 0.19 7.2 1.50 442 26,075 1,587 grade Copper (% Cu) Silver grade (g/t Ag) esource www.oxiana.com.au/ The Measured and to produce the Ore G old grade (g/t Au) I ndicated R (Mt) Tonnes Tonnes grade Copper (% Cu) C Code guidelines. R Silver grade (g/t Ag) esource G old 1.83 5.9 – 25.3 2.10 7.4 – 20.2 1.26 5.6 – 3,393 12,480 – grade (g/t Au) M easured R – – – – – – – – 0.7 0.80 7.0 – 18 154 – – – – – – – – – 0.7 0.74 4.1 – 16 90 – – – – – 3.5 0.34 21.2 4.20 6.9 0.30 8.1 1.14 106 4,190 226 – – – – – – – – 10.7 0.19 4.4 1.39 66 1,512 149 – – – – – – – – 2.0 0.16 2.0 3.37 10 129 68 – – – – – – – – 1.2 0.23 8.7 1.06 9 347 13 – – – – – – – – 4.5 0.16 4.4 0.81 23 633 36 3.6 1.58 7.0 – 7.7 1.91 6.8 – 6.0 1.40 4.8 – 926 3,418 – 2.7 1.01 3.2 – 0.7 0.72 3.5 – 0.4 0.67 1.4 – 112 370 – 2.7 1.16 5.4 – – – – – – – – – 102 468 – 5.7 2.70 6.8 – 16.9 2.24 7.8 – 12.5 1.27 6.1 – 2,219 7,978 – 0.0 2.31 6.8 – – – – – – – 0.0 – 1 1 – 9.0 1.28 5.4 – 8.4 1.81 6.5 – 7.7 1.25 4.8 – 1,174 4,501 – 5.7 2.70 6.8 – 16.9 2.24 7.8 – 12.5 1.27 6.1 – 2,220 7,980 – 2.9 0.20 20.5 2.15 – – – – – – – – 18 1,885 61 2.0 0.19 6.7 1.73 1.2 0.24 6.9 1.67 7.2 0.06 5.6 1.18 35 2,014 140 2.0 0.19 6.7 1.73 1.2 0.24 6.9 1.67 12.9 0.11 6.1 1.04 68 2,994 189 (Mt) 16.6 0.20 20.5 3.31 4.5 0.22 21.2 4.98 4.4 0.25 10.0 2.84 174 15,366 893 14.7 19.4 0.20 20.5 3.13 7.9 0.27 21.2 4.64 24.0 0.23 7.8 1.75 375 23,081 1,398 21.4 0.20 19.2 3.00 9.2 0.27 19.3 Tonnes Tonnes esources. esources R Total OxideTotal and Partial Oxide R Silver grades for the Thengkham South deposit has been applied from the 2006 estimate. Significant figures do not imply precision. Figures are rounded according to JO otal xide & Partial O xide Gold otal O xide & Partial otal Primary xide, Partial O xide & Primary otal – O xide, Partial otal S upergene Copper otal Primary Copper otal – S upergene Plus Primary * + tatement as at 30 J une 2007 as at M ineral R esour c es S tatement S e p on M ineral R esour c es G OLD (0.5g/t cut-off grade) C O PP ER (0.5% cut-off grade) T SE P ON G OLD Sepon G old Deposits Oxide * Oxide & Partial K hanong Deposit Oxide * Oxide & Partial Thengkham N orth Oxide * Oxide & Partial Thengkham South Oxide *+ Oxide & Partial Stockpiles Oxide & Partial Oxide * Stockpiles Oxide & Partial T Sepon G old Deposits Primary Stockpiles – Primary T T SE P ON C O PP ER K hanong Supergene Thengkham N orth Supergene Thengkham South Supergene + Phabing Supergene Copper stockpiles T K hanong Primary Thengkham N orth Primary Thengkham South Primary + T T Copper

220 Annexure E – Oxiana Mineral Resources and Ore Reserves L ead Copper (’000 t) (‘000 t) otes at N oz) S ilver (’000 S ilver esources modified R (‘000 oz) xplanatory E Contained M etal oz) Gold Gold (’000 3,711 15,810 1,850 esource (‘000 oz) R C Code guidelines. R Contained M etal otes at N grade Copper (‘000 t) Copper (% Cu) xplanatory Zinc E 1,196 565 773 38,856 130 Silver grade (‘000 t) (g/t Ag) esource esource R Lead Lead grade (% Pb) G old grade (g/t Au) esources tabled above are inclusive of those Mineral I nferred R R Silver grade (g/t Ag) (Mt) esources.asp esources.asp R R Tonnes Tonnes esource G old grade eserves eserves R (g/t Au) R eserves. For further details refer to 30 June 2007 Mineral ndicated Minerals I R grade Copper (% Cu) grade Copper (% Cu) Silver grade (g/t Ag) I nferred M ineral R esource Zinc www.oxiana.com.au/ to produce the Ore The Measured and Significant figures do not imply precision. Figures are rounded according to JO For further details refer to 30 June 2007 Mineral www.oxiana.com.au/ grade (% Zn) G old grade (g/t Au) (Mt) I ndicated R Tonnes Tonnes (Mt) Lead Lead Tonnes Tonnes grade (% Pb) grade Silver grade Copper (% Cu) esource ** (g/t Ag) G old Silver grade grade (g/t Ag) (g/t Au) esource grade G old grade Copper (% Cu) (g/t Au) M easured R Zinc grade 0.0 0.62 2.36 – 16.8 1.29 1.27 – 21.4 0.97 1.09 – 1,364 1,435 – (Mt) 42.9 0.52 4.06 1.69 46.4 0.41 2.59 1.14 63.5 0.50 2.40 0.94 2,347 14,375 1,850 (% Zn) Tonnes Tonnes esources approximate economic cut-off grades. M easured + I ndicated ineral R 4.91.1 14.4 12.0 0.3 0.6 1.899.0 1.063.6 97.1 0.24.1 91.1 0.4 1.5 3.2 1.0 2.9 – 3.0 0.40 0.51.0 11.0 0.35 15.0 1.9 9.4 12.9 0.3 0.0 – – 1.22 0.5 0.0 2.0 – 90.3 0.96 0.6 – 0.4 3.10 68.8 1.4 0.3 2.3 94.0 1,021 – 0.8 2.8 0.57 24 175 – – 0.23 20.2 411 0.1 8.7 0.1 9 – 23,723 0.0 – 115 52 – – 4,234 – 331 – – 15 124 4.30 152 197.0 5,650 – 45 1,663 – – – – – – – 77 113 – 3,586 – – – 6.0 13.9 0.4 1.73 96.0 1.4 3.4 10.7 0.3 1.19 87.4 1.3 1,196 33 463 27,957 130 (Mt) Tonnes Tonnes C Code guidelines. R esources. A B A A C A esources esources -only (0.5g/t cut-off -only 0.5% cut off0.5% grade. 1.0g/t Au cut off grade, estimated 2003. MeasuredTotal plus I ndicatedR Cut-off grade for primary zinc and copper R otal Primary & O xide Gold 1.0 – – 3.10 94.0 – 0.1 – – 4.30 197.0 – – – 113 3,586 – otal Zinc otal Primary & O xide Copper 16.7 0.2 2.8 0.29 10.9 0.0 2.6 0.3 2.4 0.49 17.6 0.1 – 532 197 7,313 – otal R otal R B C ** A Significant figures do not imply precision. Figures are rounded according to JO tatement as at 30 J une 2007 as at M ineral R esour c es S tatement Prominent H ill M ineral R esour c es Z IN C, C O PP ER & G OLD RESOUR C ES tatement as at 30 J une 2007 as at M ineral R esour c es S tatement Golden Grove M ineral R esour c es C O PP ER (0.3% cut-off grade) G OLD grade) Prominent H ill Copper Mineralisation T Scuddles Primary Zinc T Scuddles Primary Copper G ossan H ill Oxide Copper T Golden Grove Zin c G ossan H ill Primary Zinc G old Only Mineralisation T Golden Grove Gold G ossan H ill Oxide old Golden Grove Co pp er G ossan H ill Primary Copper T

221 47 47 368 4,371 5,207 1,191 5,930 Cobalt (’000 t) 54,800 60,007 Gold (’000 oz) S ilver (’000 oz) Contained M etal N ickel (’000 t) Contained M etal 4 9 13 1.1 1.1 1.0 1.1 otes at otes at (% Co) N N Cobalt grade G old grade (g/t Au) esource xplanatory xplanatory E E esource (% N i) 42.5 42.5 10.4 36.6 36.6 89.5 79.1 esource esource R R N ickel grade I nferred R I nferred R (Mt) Tonnes Tonnes esources.asp esources.asp – – – R R 24 24 1.8 1.8 – 80.5 0.77 0.06 620 – 80.5 0.77 0.06 620 eserves eserves R R (% Co) Cobalt grade G old grade (g/t Au) (Mt) Tonnes esource – – esource – – – (% N i) 48.8 48.8 48.8 48.8 www.oxiana.com.au/ www.oxiana.com.au/ For further details refer to 30 June 2007 Mineral For further details refer to 30 June 2007 Mineral N ickel grade I ndicated R – – I ndicated R (Mt) Tonnes Tonnes – – – – – – – – – (% Co) Cobalt grade G old grade (g/t Au) (Mt) Tonnes esource – – C Code guidelines. C Code guidelines. esource R R – – – – – – – (% N i) N ickel grade M easured R Tonnes (Mt) Tonnes (Mt)Tonnes Silver grade (g/t Ag) (Mt) Tonnes Silver grade (g/t Ag) (Mt) Tonnes Silver grade (g/t Ag) – – M easured R (Mt) Tonnes Tonnes aterite aterite esources esources esources otal R otal R otal R Significant figures do not imply precision. Figures are rounded according to JO * 68% limonite and saprolite 32% nickel laterite mineralisation. Significant figures do not imply precision. Figures are rounded according to JO T Purnama T Purnama Pelangi tatement as at 30 J une 2007 as at M ineral R esour c es S tatement N i c kel L W iluna M ineral R esour c es tatement as at 30 J une 2007 as at M ineral R esour c es S tatement M ineral R esour c es M artabe R esour c es SILVER (0.5g/t A u cut-off grade) Baskara Baskara N i c kel (0.5% cut-off grade) Gold R esour c es (0.5g/t A u cut-off grade) N ickel * T

222 Annexure E – Oxiana Mineral Resources and Ore Reserves

58 728 786 L ead (‘000 (‘000 (% Cu) Copper tonnes) (‘000 (‘000 S ilver ounces) 212 134 346 S ilver Gold (‘000 (‘000 ounces) (‘000 ounces) Contained M etal Contained M etal 41 156 197 Gold (‘000 (‘000 Copper Copper tonnes) (‘000 ounces) Zinc 605 194 298 14,621 66 (‘000 (‘000 0.05 0.05 tonnes) rade rade 5.89

G (% Cu) Cobalt (Mt) Lead Lead G rade (% Pb) Copper Copper

0.6 0.6 Silver Silver G rade (g/t Ag) (g/t Ag) (Mt) N ickel

eserves Silver G rade G old G rade eserves (g/t Au) 0.1 0.1

(g/t Au) Probable R Probable L ead (Mt) G old rade G rade Copper Copper (% Cu) Probable R Probable 1.2 (M) 1.2 Zinc Zinc 2.04 1.76 2.56 rade G rade Tonnes Tonnes (% Zn) Zinc (Mt) esources.asp R esources.asp esources.asp (Mt) R R Tonnes Tonnes rade rade eserves 4.48 4.54 2.47 R G (% Cu) 1.6 0.6 1.9 4.0

eserves eserves R R Lead Lead Copper Copper G rade (% Pb) Copper (Mt)

(g/t Ag) Silver Silver G rade (g/t Ag) C Code guidelines. 12.5 26.1 38.9 15.8 60.0 R eserves Silver G rade

otes at www.oxiana.com.au/ S ilver (Moz) G old G rade otes at www.oxiana.com.au/ otes at www.oxiana.com.au/ (g/t Au) eserves Proved R Proved (g/t Au)

0.4 3.4 0.8 3.7 5.9 xplanatory N G old rade 14.3 153.2 G rade Copper Copper (% Cu) xplanatory N xplanatory N Proved R Proved Gold (Moz) (M) esource E 1.00 1.25 1.38 0.87 1.46 4.80 2.34 10.26 Tonnes Tonnes Zinc Zinc eserve E eserve E rade G rade (% Zn) (Mt) 3.57 13.23 0.29 1.69 86.3 1.39 0.90 12.73 0.29 1.60 78.3 1.69 587 13 241 12,163 65 4.38 0.39 3.57 0.34 14.8 0.02 1.00 0.15 2.49 0.26 11.8 0.02 19 181 57 2,458 1 Tonnes Tonnes eserves eserves esources iluna N ickel Laterite otal R otal O re R otal O re R For further details refer to 30 June 2007 Ore R Sepon Copper W Sepon G old G olden rove Operations H ill Prominent Martabe T tatement as at 30 J une 2007 as at M ineral R esour c es S tatement * M etal) iana Grou p R esour c es (Contained Ox T otal 30 J une 2007 as at O re R eserves S tatement Golden Grove O re R eserves tatement as at 30 J une 2007 as at O re R eserves S tatement S e p on O re R eserves Zin c & Co pp er O re R eserves Gold & Co pp er O re R eserves Sepon G old Deposits G old stockpiles Sepon Copper Deposits Copper stockpiles T Primary Zinc Primary Copper T Significant figures do not imply precision. Figures are rounded according to JO For further details refer to 30 June 2007 Mineral R For further details refer to 30 June 2007 Ore R

223 C Code). R nstitute of Mining and I 883 (‘000 (‘000 S ilver Copper Copper tonnes) 30,140 C Code) is based on information compiled R (‘000 ounces) S ilver (‘000 ounces) Gold Gold 2,263 Contained M etal Contained M etal (‘000 ounces) Gold Gold (‘000 eserves (as defined in the JO ounces) R 24.9 (g/t Ag) rade rade Silver G rade G (% Cu) Copper Copper (Mt) L ead 0.07 0.07 1.90 2.3 0.87 1,294 7,058 eserves (g/t Au) (g/t Ag) G old rade eserves Silver G rade Probable R Probable esources.asp R Probable R Probable (M) (Mt) Zinc (g/t Au) 0.61 0.61 nformation in this document that relates to Oxiana Ore I by Mr Peter Balka who is a full time employee of Oxianahis andinformation consents in theto the form inclusion and context in this documentin which it appears.of the matters Mr Balka based is a member on of the Australasian Metallurgy and has sufficient experience whichand isto relevantthe activity to the whichstyle he isof undertakingmineralisation toand qualify type asof a depositCompetent under Person consideration (as defined in the 2004 edition of the JO 37.70 Tonnes Tonnes G old rade eserves R (M) nstitute I Tonnes Tonnes

(Mt) 0.88 1.86 0.79 0.19 rade rade Copper Copper (g/t Ag) G esources.asp esources.asp (% Cu) R R Silver G rade otes at www.oxiana.com.au/ Copper Copper eserves eserves R R C Code) is based on information

4.0 1.67 33.10 0.67 R xplanatory N 7.06 0.35 (g/t Ag) ilver S ilver (Moz) 30.14 52.17 14.62 (g/t Au) eserves eserves Silver G rade G old rade eserve E Proved R Proved Proved R Proved (g/t Au) otes at www.oxiana.com.au/ otes at www.oxiana.com.au/

(M) G old rade Gold 1.29 2.26 4.05 0.30 0.20 (Moz) Tonnes Tonnes esources (as defined in the JO R xplanatory N xplanatory N (M) ES AND ORE RESERVES 35.70 0.50 Tonnes Tonnes C eserve E eserve E eserves tabulated above refer to 30 June 2007 Ore R G TO MINERAL RESOUR eserves eserves eserves C Code). R otal O re R otal O re R otal O re R nformation in this document that relates to Oxiana Mineral T Prominent H ill Prominent Martabe ilver O re R eserves Gold & S ilver G olden rove Sepon Copper Sepon G old tatement as at 30 J une 2007 as at O re R eserves S tatement Prominent H ill O re R eserves 30 J une 2007 as at O re R eserves S tatement O re R eserves M artabe 30 J une 2007 as at O re R eserves S tatement M etal) iana Grou p R eserves (Contained Ox T otal T Gold & Co pp er O re R eserves T compiled by Mr Antony Manini who is a full time employeematters of Oxiana based and consents on his information to the inclusion in the form in this and document context of in thewhich it appears. Mr Manini is a Fellow of the Australasian INFORMATION RELATIN I of Mining and Metallurgy and has sufficient experienceconsideration which is and relevant to the activityto the style which of hemineralisation is undertakingJO and totype qualify of deposit as a Competent under Person (as defined in the 2004 edition of the For further details refer to 30 June 2007 Ore R For further details refer to 30 June 2007 Ore R For further details of Ore R

224 Annexure E – Oxiana Mineral Resources and Ore Reserves Overview of this document Corporate Directory

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