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REGISTRATION OF SCHEME BOOKLET 8 April 2015 About Norton Registration of Scheme Booklet Norton Gold Fields Limited (ASX: Further to the announcement of 8 April 2015, Norton Gold Fields NGF) is an established mid-tier Limited (Norton or the Company) (ASX: NGF) announces that it has hedged gold producer. today registered the Scheme Booklet with ASIC for the purposes of section 412(6) of the Corporations Act. In CY2014, Norton produced A copy of the Scheme Booklet is attached and is also available at 178,269 ounces of gold from its Norton’s website at www.nortongoldfields.com.au. open cut and underground operations at Paddington, near The Scheme Booklet will be despatched to Shareholders on or Kalgoorlie in Western Australia. before 17 April 2015. Shareholders should read the Scheme Booklet and accompanying Norton’s growth will come from material in its entirety before deciding whether or not to vote in optimising existing operations favour of the Scheme. and acquiring and developing resources. The Scheme Meeting is to be held at 2:30pm (WST) on 21 May 2015 at Level 8, Exchange Plaza, 2 The Esplanade, Perth Western Australia. For more information, please visit our website. www.nortongoldfields.com.au For further information please contact: Richard Jones Norton Gold Fields (ASX: NGF) Company Secretary ACN: 112 287 797 Tel +61 (8) 9263 9700 Level 36, Exchange Plaza, Fax +61 (8) 9263 9777 Email – [email protected] 2 The Esplanade Perth WA 6000 Australia Phone +61(0) 8 9263 9700 Fax +61(0) 8 9263 9777 Jinghe Chen Non-Executive Chairman For personal use only Dianmin Chen Managing Director & Chief Executive Officer Norton Gold Fields Limited (ACN 112 287 797) Scheme Booklet In relation to a proposal from Zijin Mining Group Co., Limited to acquire, via its wholly owned subsidiary Jinyu (H.K.) International Mining Company Limited, all of the issued securities in Norton Gold Fields Limited that it does not already own by way of scheme of arrangement. Your Independent Directors unanimously recommend you vote in FAVOUR of the Scheme, in the absence of a Superior Proposal. The Independent Expert has concluded that the Scheme is in your best interests. The Scheme Meeting will be held at 2:30pm (WST) on 21 May 2015 at Level 8, Exchange Plaza, 2 The Esplanade, Perth Western Australia. This is an important document and requires your attention. You should read the document in full before you decide whether or not to vote in favour of the Scheme. If you are in any doubt about what action you should take, please consult your broker or financial, taxation, legal or other professional advisor immediately. For personal use only This Scheme Booklet is dated 8 April 2015 Table of Contents Important Notices Letter from Norton Independent Directors .......................................................................................... 3 Letter from Zijin Deputy Chairman ....................................................................................................... 4 Frequently Asked Questions ................................................................................................................. 5 1. Outline of the Scheme ............................................................................................................... 8 2. Scheme Meeting and Voting Information ..............................................................................12 3. Reasons to vote for or against the Scheme ..........................................................................14 4. Scheme conditions .................................................................................................................. 17 5. Information about Norton ........................................................................................................ 19 6. Information about Zijin and Jinyu .......................................................................................... 29 7. Summary of Key Risks ............................................................................................................ 35 8. Tax Implications for Scheme Participants .............................................................................39 9. Other Information ..................................................................................................................... 42 10. Definitions and Interpretations ............................................................................................... 50 Schedule 1 : Independent Expert’s Report ....................................................................................... 56 Schedule 2 : Scheme Implementation Agreement .........................................................................252 Schedule 3 : Deed Poll ......................................................................................................................300 Schedule 4 : Scheme of Arrangement ..............................................................................................310 Schedule 5 : Notice of Court Ordered Scheme Meeting .................................................................327 IMPORTANT DATES AND TIMES FOR THE SCHEME First Court Date 7 April 2015 Scheme Meeting 21 May 2015 Second Court Date 28 May 2015 Effective Date of Scheme 28 May 2015 Norton Suspension Date 28 May 2015 Record Date 3 June 2015 Implementation Date 9 June 2015 Norton reserves the right to vary the times and dates above and will announce any changes on the Norton For personal use only website at www.nortongoldfields.com.au All dates subsequent to the Scheme Meeting are indicative only and may change as the dates are subject to court approval and satisfaction of the conditions contained in the Scheme Implementation Agreement. All times are Perth, Western Australian time unless stated otherwise. IMPORTANT NOTICES Purpose of this document This Scheme Booklet is a scheme booklet to explain the proposed scheme of arrangement between Norton Gold Fields Limited (Norton) and Zijin Mining Group Co., Ltd (Zijin) and the manner in which it will be implemented (if approved by the Requisite Majority of shareholders and the Court). Under the Scheme Implementation Agreement, Zijin has the right to give written notice to Norton nominating an alternate entity to acquire all of the Scheme Shares instead of Zijin. On 26 February 2015, Norton received notice from Zijin nominating Jinyu (H.K) International Mining Company Limited (Jinyu), a wholly owned subsidiary of Zijin, as the acquiring entity. This Scheme Booklet includes the explanatory statement required to be sent to Shareholders in relation to the Scheme pursuant to Section 412(1) of the Corporations Act. This Scheme Booklet is not a disclosure document under Chapter 6D of the Corporations Act. Section 708(17) provides that Chapter 6D of the Corporations Act does not apply in relation to arrangements under Part 5.1 of the Corporations Act approved at a meeting held as a result of an order under Section 411(1) of the Corporations Act. ASIC and ASX A copy of this Scheme Booklet has been provided to ASIC for review so that ASIC may provide a statement, in accordance with Section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. A copy of this Scheme Booklet has been registered by ASIC for the purposes of Section 412(6) of the Corporations Act. A copy of this Scheme Booklet has also been lodged with the ASX. Neither ASIC or the ASX nor any of its officers take any responsibility for the contents of this Scheme Booklet. Court A copy of the Scheme Booklet has been lodged with the Court to obtain an order of the Court approving the convening of the Scheme Meeting. Orders made by the Court are made pursuant to Section 411 of the Corporations Act. The fact that, under Section 411(1) of the Corporations Act, the Court has ordered that the Scheme Meeting be convened and has approved this Scheme Booklet does not mean that the Court: (a) has formed any view as to the merits of the proposed Scheme or as to how Scheme Participants should vote; or (b) has prepared, or is responsible for the contents of the Scheme Booklet. The order of the Court that the Scheme Meeting be convened is not, and should not be treated as, an endorsement by the Court of, or any other expression of opinion by the Court on, the Scheme. Defined terms Capitalised terms used in this Scheme Booklet are defined in Section 10 (Definitions and Interpretation) of this Scheme Booklet. Section 10 also sets out some rules of interpretation which apply to this Scheme Booklet. All $ references, are references to Australian Dollars unless otherwise stated. Investment decisions The Scheme Booklet is important and requires your immediate attention. It should be read in its entirety before making a decision on whether or not to vote in favour of the Scheme. This Scheme Booklet is intended for all Scheme Participants collectively and does not take into account the investment objectives, financial situation and particular needs of each individual Scheme Participant or any other particular person. This Scheme Booklet should not be relied upon as the sole basis for any investment decision in relation to the Scheme, Shares or Options. Before making any investment decision in relation to these matters you should consider, preferably with the assistance of a professional adviser, whether that decision is appropriate in the light of your particular investment needs, objectives and financial circumstances. If you are in any doubt about what you should do, you should seek independent financial