19 April 2012 By ASX online platform Companies Announcement Office ASX Limited Exchange Plaza 2 The Esplanade PERTH WA 6000 Attention: Wade Baggott Dear Wade TARGET'S STATEMENT - OFF-MARKET TAKEOVER OFFER BY HANNANS REWARD LTD In accordance with item 14 of section 633(1) of the Corporations Act 2001 (Cth), we enclose a copy of the target’s statement (Target’s Statement) dated 19 April 2012 given by Scandinavian Resources Ltd (ACN 132 035 842) (Scandinavian Resources) in relation to the off-market takeover offer by Hannans Reward Ltd (ACN 099 862 129) (Hannans Reward) for all of the fully paid ordinary shares in the capital of Scandinavian Resources. The Target’s Statement has today been lodged with the Australian Securities and Investments Commission and sent to Hannans Reward. Yours faithfully Ian Gregory Director Scandinavian Resources Ltd Encl. For personal use only SCOTT PRINT REGO SCOTT PRINT REGO SR_ACCEPT_430mm_2.pdf 1 4/16/2012 9:34:10 PM 12 112 2 The Independent Directors of Scandinavian Resources Limited unanimously recommend that, in the absence of a superior proposal you accept the Hannans Offer . REASONS TO ACCEPT 1. Access to Additional Funding in the Short Term THE INDEPENDENT DIRECTORS OF SCANDINAVIAN RESOURCES 2. Increased Liquidity LIMITED UNANIMOUSLY RECOMMEND THAT, IN THE ABSENCE OF A SUPERIOR PROPOSAL, YOU 3. Premium to the price of Scandinavian Resources Shares 4. Exposure to Hannans’ Exploration Portfolio ACCEPT 5. Not Fair But Reasonable the takeover offer from Hannans Reward Limited You can ACCEPT the offer by completing the Acceptance Form in the Bidder's Statement from Hannans Reward Limited TARGET’S STATEMENT prepared by Scandinavian Resources SCANDINAVIAN RESOURCES LTD Limited (ACN 132 035 842) in relation to the off-market takeover For personal use only bid by Hannans Reward Limited (ACN 099 862 129) to acquire your TELEPHONE: + 61 8 9324 1153 shares in Scandinavian Resources Limited. FACSIMILE: + 61 8 9324 3366 EMAIL: [email protected] WEB: www.scandinavianresources.com TWITTER: scanres | FACEBOOK: Scandinavian Resources 12 112 2 SCOTT PRINT REGO SCOTT PRINT REGO TARGET’S STATEMENT prepared by Scandinavian Resources Limited ACN 132 035 842 in relation to the off-market takeover bid by Hannans Reward Limited ACN 099 862 129 to acquire your fully paid ordinary shares in Scandinavian Resources Limited The Independent Directors of Scandinavian Resources Limited unanimously recommend, in the absence of a superior proposal, you ACCEPT the takeover offer from Hannans Reward Limited This Target’s Statement has been issued in response to the off-market takeover offer from Hannans Reward Limited (ACN 099 862 129). Legal Adviser Corporate Adviser Transaction Support THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to how to deal with this document, you should consult your broker or your legal, financial or For personal use only other professional adviser as soon as possible. Important Information This is the Target’s Statement dated 19 April 2012 given by Scandinavian in the industries in which Scandinavian Resources operates, competitive Resources Limited (ACN 132 035 842) (Scandinavian Resources) under pressures, selling prices and market demand. The forward-looking Part 6.5 Division 3 of the Corporations Act. This Target’s Statement is statements in this Target’s Statement reflect views held by Scandinavian given in response to the Bidder’s Statement issued by Hannans Reward Resources only as at the date of this Target’s Statement. Limited (ACN 099 862 129) (Hannans) dated 20 March 2012 which was sent to Scandinavian Resources Shareholders on or about 4 April 2012. Other than as required by law, neither Scandinavian Resources nor any other person gives any representation, assurance or guarantee that the A copy of this Target’s Statement has been lodged with ASIC. Neither occurrence of the events expressed or implied in any forward-looking ASIC nor any of its officers takes any responsibility for the contents of this statements in this Target’s Statement will actually occur or that other Target’s Statement. A copy of this Target’s Statement has also been events will not occur. lodged with ASX. Neither ASX nor any of its officers takes any responsibility for the contents of this Target’s Statement. Subject to any continuing obligations under law or the Listing Rules, Scandinavian Resources and the Scandinavian Resources Directors The Directors recommend that you read this Target’s Statement in full disclaim any obligation or undertaking to disseminate after the date of and seek independent advice if you have any queries in respect of the this Target’s Statement any updates or revisions to any forward-looking Hannans Offer. statements to reflect any change in expectations in relation to those statements or any change in events, conditions or circumstances on DEFINED TERMS which any such statement is based other than to comply with legal obligations or the Listing Rules. Unless otherwise noted, capitalised terms and certain abbreviations used in this Target’s Statement are defined in the Glossary in section 11 of this RISK FACTORS Target’s Statement. Scandinavian Resources Shareholders should note that there are a INVESTMENT DECISIONS number of risks attached to their investment in Scandinavian Resources. Please refer to section 8.1 of this Target’s Statement for further This Target’s Statement does not take into account your investment information on those risks. objectives, financial situation or particular needs and should not be relied upon as the sole basis of any investment decision in relation to the Scandinavian Resources Shareholders should also note that there are Hannans Offer. You should seek independent financial and taxation risks involved with accepting the Hannans Offer including, without advice before making any investment decision and any decision relating limitation, risks associated with investing in Hannans. Please refer to to the Hannans Offer. section 8.2 of this Target’s Statement and section 9 of the Bidder’s Statement for further information on those risks. TAXATION CONSEQUENCES OF THE HANNANS OFFER FOREIGN JURISDICTIONS In making a decision whether to accept the Hannans Offer, Scandinavian Resources Shareholders should also have regard to the fact that disposal The release, publication or distribution of this Target’s Statement in of Scandinavian Resources Shares may have taxation consequences. jurisdictions other than Australia may be restricted by law or regulation in Scandinavian Resources Shareholders should refer to section 9.8 of this such other jurisdictions and persons who come into possession of it Target’s Statement and section 8 of the Bidder’s Statement for an should seek advice and observe any such restrictions. Any failure to overview of potential taxation consequences. However, it is comply with such restrictions may constitute a violation of applicable laws recommended that Scandinavian Resources Shareholders seek their or regulations. This Target’s Statement may not be the same as that own independent advice as to any such taxation consequence. which would have been disclosed if this Target’s Statement had been prepared in accordance with the laws and regulations outside Australia. FORWARD-LOOKING STATEMENTS SHAREHOLDER INFORMATION LINE Certain statements in this Target’s Statement relate to the future and are forward-looking statements. These forward-looking statements involve If you have any queries regarding the Hannans Offer or this Target’s known and unknown risks, key considerations, uncertainties, Statement, please contact the official Scandinavian Resources assumptions and other important factors that could cause the actual Shareholder Information Line on 08 9324 1153 (from within Australia) or results, performance or achievements of Scandinavian Resources to be +61 8 9324 1153 (from outside Australia). materially different from future results, performance or achievements expressed or implied by such statements. These factors include, among COPYRIGHT other things, general economic conditions (including currency exchange rates and interest rates), the regulatory environment, structural changes Front cover image courtesy of Mr Hans Lindberg © Copyright 2011. For personal use only Registered Office: 6 Outram Street, West Perth WA 6005 Postal Address: PO Box 1668, West Perth WA 6872 Phone: +61 8 9324 1153 | Fax: +61 8 9324 3366 Visit www.scandinavianresources.com or www.kirunairon.com to receive the latest ASX and news releases ACCEPT THE HANNANS OFFER CONTENTS Page IMPORTANT DATES HANNANS OFFER 1 REASONS TO ACCEPT 2 LETTER FROM THE INDEPENDENT DIRECTORS 3 1 Hannans Offer – Summary 6 2 Recommendation of the Independent Directors and why you should ACCEPT the Hannans Offer 7 3 Frequently Asked Questions 13 4 Hannans Offer – Details 17 5 Your Options as a Scandinavian Resources Shareholder 20 6 Scandinavian Resources – Information 21 7 Hannans – Information 29 8 Risk Factors 29 9 Additional Information 32 10 Approval of Target’s Statement 39 11 Glossary and Interpretation 40 12 Corporate Directory 42 Appendix 1 - Independent Expert’s Report 43 IMPORTANT DATES Announcement Date 29 February 2012 Date of the Hannans Bidder’s Statement 20 March 2012 Date of the Hannans Offer 3 April 2012 Date of this Scandinavian Resources Target’s Statement 19 April 2012 Date for Hannans to give Notice of Status of Conditions 27 April 2012 Scheduled close of Hannans Offer 5.00pm (WST) on (unless extended or withdrawn) 4 May 2012 For personal use only ACCEPT THE HANNANS OFFER HANNANS OFFER Hannans is offering three (3) Hannans Shares for every one (1) of your Scandinavian Resources Shares. The Independent Directors of Scandinavian Resources unanimously recommend, in the absence of a superior proposal that you ACCEPT the Hannans Offer. You can ACCEPT the Hannans Offer by carefully following the instructions in the Bidder’s Statement and completing the Acceptance Form enclosed with the Bidder’s Statement, prior to expiry of the Offer Period. The Hannans Offer expires at 5.00pm (WST) on 4 May 2012, unless extended or withdrawn.