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For Personal Use Only Use Personal For 11 July 2011 Manager Announcements Company Announcements Office ASX Limited Level 4 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam Territory Resources Limited (ASX: TTY) – takeover bid by Jonesville Limited First Supplementary Target’s Statement We enclose, by way of service pursuant to paragraph 647(3)(b) of the Corporations Act 2001 (Cth), Territory Resources Limited’s first supplementary target’s statement dated 11 July 2011 in relation to the on-market takeover bid by Jonesville Limited for all the ordinary shares in Territory. Yours sincerely Patrick McCole Company Secretary For personal use only Territory Resources Limited ABN 53 100 552 118 First Supplementary Target’s Statement 1 Introduction This document is a supplementary target’s statement under section 644 of the Corporations Act 2001 (Cth). It is the first supplementary target’s statement (First Supplementary Target’s Statement) issued by Territory Resources Limited ABN 53 100 552 118 (Territory) in relation to the on-market takeover bid for all the ordinary shares in Territory by Jonesville Limited (BVI company number 327076) (Jonesville), a wholly- owned subsidiary of Noble Group Limited. This First Supplementary Target’s Statement supplements, and should be read together with, Territory’s target’s statement dated 21 June 2011 (Original Target’s Statement). Unless the context otherwise requires, terms defined in the Original Target’s Statement have the same meaning as in this First Supplementary Target’s Statement. 2 Updated Mineral Resource at Frances Creek As part of its year-end program, Territory has re-estimated the Mineral Resource for its deposits at the Frances Creek Project to reflect the results of recent drilling at Helene 3/4 and Helene 5/6/7, plus a lowering of the cut-off grade at Helene 3/4, Helene 5/6/7, Helene 11 and Jasmine to reflect current practices under which lower grade material is stockpiled to be processed through the beneficiation plant. Based on these revised metrics, the total Indicated and Inferred Mineral Resource estimate for the Frances Creek Project has increased from 9.28 million tonnes grading 58.0% Fe as at 31 March 2011 to 12.12 million tonnes grading 56.8% Fe. Both of these figures exclude the existing manganiferous Mineral Resource of 1.28 million tonnes at 53.2% at Millers. For full details, see the Mineral Resources table in Attachment A to this First Supplementary Target’s Statement. Consistent with its year-end processes, Territory has commenced the process for updating its JORC compliant Ore Reserves but this is currently incomplete and Territory is not in a position to comment on Ore Reserves at this stage. 3 Supplementary Independent Expert’s Report, but Independent Expert’s conclusion unchanged Territory engaged BDO Corporate Finance (WA) Pty Ltd to prepare the Independent Expert’s Report on the Jonesville Offer that was included in the Original Target’s For personal use only Statement as Attachment 1. In order to produce the Independent Expert’s Report, the Independent Expert engaged Xstract Mining Consultants Pty Ltd to produce the Technical Expert’s Report. The Technical Expert’s Report was attached as Appendix 5 of the Independent Expert’s Report that was included in the Original Target’s Statement. 9623639 Supplementary target's statement page 1 Since the release of the Original Target’s Statement: • ASIC has requested certain clarifications be made to the Technical Expert’s Report and the Independent Expert’s Report; and • Territory has delineated an increase in its Mineral Resource as described in section 2 of this First Supplementary Target’s Statement. The Technical Expert has updated its report and the Independent Expert has produced a Supplementary Independent Expert’s Report in relation to the above matters. The Independent Expert’s conclusion remains that the Jonesville Offer is fair and reasonable to Territory Shareholders that are not associated with Noble. A copy of the Supplementary Independent Expert’s Report to which the updated Technical Expert’s Report is attached as an appendix, is attached to this First Supplementary Target’s Statement as Attachment B. 4 No change to Directors’ recommendation The Territory Directors note that while the Independent Expert’s valuation has increased, the Jonesville Offer remains greater than the upper end of the Independent Expert’s valuation range. The Board continues to recommend that you accept the Jonesville Offer in the absence of a superior proposal. Details of how to accept the Jonesville Offer are set out in section 9.3 of the Jonesville Bidder’s Statement. 5 Timetable The Jonesville Offer is scheduled to close at 2:00pm (Perth time) on 21 July 2011 (unless extended). If you have any queries in relation to the Jonesville Offer, you can call the Territory Shareholder information line on 1300 880 732 (for calls made from inside Australia) or +61 2 8280 7496 (for calls made from outside Australia). 6 Other notices This First Supplementary Target’s Statement prevails to the extent of any inconsistency with the Original Target’s Statement. A copy of this First Supplementary Target’s Statement has been lodged with ASIC. Neither ASIC nor any of its officers take any responsibility for its contents. JORC Code reporting of Mineral Resources The information in this First Supplementary Target’s Statement that relates to Mineral Resources is based on information compiled by Mr Mark Nelson, who is a Member of the Australasian Institute of Mining and Metallurgy and is a full-time employee of Territory. Mr For personal use only Nelson has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources, and Ore Reserves’. Mr Nelson consents to the inclusion in this First Supplementary Target’s Statement of the matters based on his information in the form and context in which it appears. 9623639 Supplementary target's statement page 2 Consents BDO Corporate Finance (WA) Pty Ltd has given and has not withdrawn before the date of this First Supplementary Target’s Statement its written consent to be named as Independent Expert and to the inclusion of the updated version of the Independent Expert’s Report in this First Supplementary Target’s Statement and statements said to be based on its Independent Expert’s Report in the form and context in which they are included. Xstract Mining Consultants Pty Ltd has given and has not withdrawn before the date of this First Supplementary Target’s Statement its written consent to be named as Technical Expert and to the inclusion of the updated version of the Technical Expert’s Report in this First Supplementary Target’s Statement and statements said to be based on its Technical Expert’s Report in the form and context in which they are included. Signed for and on behalf of Territory following a resolution of the Territory Directors. Dated: 11 July 2011 Andrew Haslam Managing Director For personal use only 9623639 Supplementary target's statement page 3 Attachment A – Updated Frances Creek Mineral Resource table For personal use only 9623639 Supplementary target's statement page 4 Table 1 - INDICATED & INFERRED MINERAL RESOURCES for FRANCES CREEK as at 30 June 2011 Indicated Resources Inferred Resources Total Resources Reported at 50% Fe cut-off* Million Tonnes Tonnes % Fe %P Million Tonnes Tonnes % Fe % P Million Tonnes Tonnes % Fe % P Helene 34 (1) 0.53 531,834 57.9 0.10 0.19 185,210 56.4 0.15 0.72 717,044 57.5 0.11 Helene 5/6/7 4.91 4,907,432 57.7 0.11 1.97 1,969,196 54.4 0.14 6.88 6,876,628 56.8 0.12 Helene 11 0.21 212,224 56.4 0.18 0.02 17,895 50.0 0.27 0.23 230,119 55.9 0.19 Jasmine 1.78 1,782,766 57.2 0.08 0.15 146,382 56.4 0.08 1.93 1,929,148 57.1 0.08 Ochre Hill 0.10 103,838 58.2 0.43 0.01 10,531 56.7 0.55 0.11 114,369 58.1 0.45 Saddle East - - - - 0.10 101,131 58.7 0.08 0.10 101,131 58.7 0.08 Thelma 01 0.53 532,944 60.8 0.12 0.05 52,529 57.7 0.09 0.59 585,473 60.5 0.12 Thelma-Rosemary 0.48 479,899 58.7 0.12 0.26 264,693 58.1 0.28 0.74 744,592 58.5 0.18 Scalps Stockpiles 0.63 632,754 51.5 0.10 - - - - 0.63 632,754 51.5 0.10 Low Grade Stockpiles 0.19 191,179 52.7 0.09 - - - - 0.19 191,179 52.7 0.09 Total 9.37 9,374,870 57.32 0.11 2.75 2,747,567 55.2 0.15 12.12 12,122,437 56.8 0.12 (1) - amalgamates Helene 3 and Helene 4 Deposits * Resources are JORC compliant; cut-off grades used are 45% Fe for Helene 5/6/7, 48% Fe for Jasmine, Helene 3/4 and Helene 11, and 50% Fe for the remainder. Manganiferous Iron Indicated Resources Inferred Resources Total Resources Resource Million Tonnes Tonnes % Fe %P Million Tonnes Tonnes % Fe % P Million Tonnes Tonnes % Fe % P Millers (1) 1.27 1,269,944 53.2 0.11 0.01 10,301 52.02 0.18 1.28 1,280,245 53.2 0.11 Total 1.27 1,269,944 53.16 0.11 0.01 10,301 52.0 0.18 1.28 1,280,245 53.2 0.11 (1) - cut-off grade used is 50% (Fe + Mn) * Resources are JORC compliant; cut-off used is 50% (Fe + Mn) For personal use only Attachment B – Supplementary Independent Expert’s Report (attaching updated Technical Expert’s Report) For personal use only 9623639 Supplementary target's statement page 6 Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia The Directors Territory Resources Limited PO Box 7232 Cloisters Square PERTH WA 6850 11 July 2011 Dear Sirs SUPPLEMENTARY INDEPENDENT EXPERT'S REPORT Background On 9 June 2011, Territory Resources Limited (“Territory” or “the Company”) announced that it received an offer by Jonesville Limited (“Jonesville”), a wholly owned subsidiary of Noble Group Limited (“Noble Group”), to acquire on market at a price of A$0.50 per share (“Jonesville Offer Price”), all the fully paid ordinary shares in the capital of Territory which Jonesville does not already own.
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