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Highlands Pacific Limited 12 March 2019 SCHEME BOOKLET FOR PROPOSED ACQUISITION BY COBALT 27 Highlands Pacific Limited (ASX/POMSoX: HIG, “Highlands”) is pleased to confirm that on 12 March 2019 the National Court of Papua New Guinea ("Court") made orders that a meeting of the holders of Scheme Shares (being all shares in Highlands other than those held by or on behalf of Cobalt 27 Capital Corp. or its subsidiaries) ("Scheme Meeting") be convened to consider and, if thought fit, to approve the proposed acquisition of Highlands by Cobalt 27 Capital Corp. by way of a scheme of arrangement ("Scheme"). Scheme Meeting The Scheme Meeting will be held at 10.00am (AEST) on Tuesday, 30 April 2019. If the Scheme is approved by the requisite majority of holders of Scheme Shares, being 75% of the votes cast by eligible shareholders at the Scheme Meeting, and all other conditions precedent are satisfied or waived (where capable of waiver), Highlands intends to apply to the Court for orders approving the Scheme. If the Scheme is approved and implemented, holders of Scheme Shares will receive cash consideration of A$0.105 per Scheme Share, rising to A$0.115 if, before 31 December 2019, the closing spot price of nickel1 exceeds US$13,220 per tonne over a period of 5 consecutive trading days. Scheme Booklet A copy of the Scheme Booklet, which includes an Independent Expert’s Report and a Notice of Scheme Meeting, is attached to this announcement and will be sent to holders of Scheme Shares shortly. Those holders of Scheme Shares who have previously nominated an electronic means of notification to the Highlands share registry will receive an email from which they can download the Scheme Booklet. The Scheme Booklet provides shareholders with information about the Scheme. Shareholders are advised to read the Scheme Booklet in its entirety. The Notice of Scheme Meeting provides information on how to lodge your Proxy Form. Independent Expert's Report The Independent Expert, Deloitte Corporate Finance Pty Ltd, has concluded that the Scheme is fair and reasonable to the Highlands shareholders not associated with Cobalt 27 Capital Corp. ("Participating Shareholders") and is therefore in the best interests of the Participating Shareholders in the absence of a superior proposal. For personal use only 1 Determined as the mid-point of the London Metal Exchange (LME) Official Closing Cash Bid and Cash Offer prices. Directors’ recommendation The Highlands Independent Directors (being all the Highlands Directors other than Anthony Milewski) continue to unanimously recommend that holders of Scheme Shares vote in favour of the Scheme at the Scheme Meeting in the absence of a superior proposal, and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Participating Shareholders. Subject to those same qualifications, each Highlands Independent Director intends to vote all the Scheme Shares held or controlled by them in favour of the Scheme. For further information please contact: Shareholder Enquiries (Monday to Friday – 8.30AM – 5PM AEST) Highlands Shareholder Information Line Telephone (Australia) 1300 352 248 Telephone (International) +61 3 9415 4125 http://www.highlandspacific.com/ For personal use only About Highlands Pacific Limited Highlands Pacific is a PNG incorporated and registered mining and exploration company listed on the ASX and POMSoX. Its major assets are interests in the producing Ramu nickel cobalt mine and the Frieda River copper gold project; with exploration in progress in the Star Mountains. Highlands also has exploration tenements at on Normanby ASX Code: HIG Island (Sewa Bay). POMSoX Code: HIG Ramu Nickel Cobalt Mine Shares on Issue: 1,093 million The producing Ramu nickel cobalt mine is located 75km west of the Performance Rights: Nil provincial capital of Madang, PNG. Highlands holds an 8.56% interest in the Ramu project that will increase to 11.3% at no cost to Highlands Directors once Highlands’ share of Ramu project debt is repaid to the project Ron Douglas, Chairman manager and joint venture partner Metallurgical Corporation of China Craig Lennon, MD/CEO (MCC). Anthony Milewski Ernie Gangloff Star Mountains Prospects The Star Mountains exploration tenements are located approximately 20km north of the Ok Tedi mine, in the West Sepik Province, PNG. They Management lie within the highly prospective New Guinean Orogenic Belt, which Sylvie Moser, CFO & Co Sec hosts the Grasberg, Ok Tedi, Porgera and Hidden Valley mines, as well Ron Gawi, GM Port Moresby as the Frieda deposit. Investor and Media Enquiries: Frieda River Copper/Gold Project Joe Dowling, The Frieda River copper gold project is located 175km north-west of Stockwork Corporate the Porgera gold mine and 75km north-east of the Ok Tedi mine. 0421 587 755 Highlands has a 20% interest in the project and Frieda River Limited (a wholly owned subsidiary of PanAust Limited which in turn is a wholly owned subsidiary of Guangdong Rising Assets Management Co. Ltd.) has 80%. Website: www.highlandspacific.com For personal use only SCHEME BOOKLET In relation to the proposed acquisition of Highlands Pacific Limited (Highlands) by Cobalt 27 Capital Corp. (Cobalt 27) by way of scheme of arrangement. VOTE IN FAVOUR The Highlands Independent Directors unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal, and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Highlands Shareholders. The Scheme Meeting is scheduled to be held at 10am (AEST/Port Moresby time) on Tuesday 30 April 2019 at the Hilton Port Moresby, Wards Rd, Hohola, Port Moresby, 121, Papua New Guinea. This Scheme Booklet is important and requires your prompt attention. You should read it in its entirety, and consider its contents carefully, before deciding whether or not to vote in favour of the Scheme. If you are in any doubt about what you should do, you should consult with a financial, legal, taxation or other professional adviser. If you have any questions in relation to this Scheme Booklet or the Scheme, please contact the Highlands Shareholder Information Line on 1300 352 248 (within Australia) or +61 3 9415 4125 (outside Australia), Monday to Friday between 8.30am to 5.00pm (AEST/Port Moresby time). This Scheme Booklet has been sent to you because you are shown in the Highlands Share Register as holding Highlands Shares. If you have recently sold all of your Highlands Shares, please disregard this Scheme Booklet. For personal use only Important Notices Nature of this document This Scheme Booklet provides Highlands Shareholders with information about the proposed acquisition of Highlands by Cobalt 27. You should review all of the information in this Scheme Booklet carefully before making any decision as to how to vote at the Scheme Meeting. Section 1.1 sets out the reasons why you should vote in favour of the Scheme and section 1.2 sets out the reasons why you may wish to vote against the Scheme. Defined terms A number of defined terms are used in this Scheme Booklet. These terms are explained in section 10.1 of this Scheme Booklet. Section 10.2 sets out some rules of interpretation which apply to this Scheme Booklet. No investment advice The information contained in this Scheme Booklet does not constitute financial product advice and has been prepared without reference to your own investment objectives, financial situation, taxation position or particular needs. It is important that you read this Scheme Booklet in its entirety before making any investment decision and any decision as to whether or not to vote in favour of the Scheme. If you are in any doubt in relation to these matters, you should consult with a financial, legal, taxation or other professional adviser. Not an offer This Scheme Booklet does not constitute or contain an offer to Highlands Shareholders, or a solicitation of an offer from Highlands Shareholders, in any jurisdiction. Foreign jurisdictions The release, publication or distribution of this Scheme Booklet in jurisdictions other than Australia and PNG may be restricted by law or regulation in such other jurisdictions and persons outside of Australia and PNG who come into possession of this Scheme Booklet should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations. This Scheme Booklet has been prepared in accordance with PNG law and the information contained in this Scheme Booklet may not be the same as that which would have been disclosed if this Scheme Booklet had been prepared in accordance with the laws and regulations outside PNG. Regulatory information This document is the explanatory statement for the scheme of arrangement between Highlands and the Scheme Participants for the purposes of section 250(2)(a) of the PNG Companies Act. A copy of the proposed Scheme is included in this Scheme Booklet as Annexure B. A copy of this Scheme Booklet has been provided to the PNG Securities Commission. Neither the PNG Securities Commission, nor any of its officers, takes any responsibility for the contents of this Scheme Booklet. For personal use only Notice of Scheme Meeting The Notice of Meeting is set out in Annexure D. page 1 Highlands Shareholder's right to appear at the Second Court Hearing At the Second Court Hearing, the Court will consider whether to approve the Scheme following the vote at the Scheme Meeting. Any Highlands Shareholder may appear at the Second Court Hearing, which is expected to be held at 8:45am on Thursday 2 May at the National Court of Papua New Guinea, Port Moresby, Papua New Guinea. Any Highlands Shareholder who wishes to oppose the approval of the Scheme at the Second Court Hearing may do so by filing with the Court and serving on Highlands a notice of appearance in the prescribed form together with any affidavit that the Highlands Shareholder proposes to rely on.
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