Scheme Booklet For a proposed Scheme of Arrangement between Indophil Resources NL and the holders of fully paid ordinary shares in Indophil Resources NL (other than the Excluded Shareholders) in relation to the proposed acquisition of all of the fully paid ordinary shares (other than shares held by the Excluded Shareholders) in: INDOPHIL RESOURCES NL SCHEME BOOKLET Indophil Resources NL (ACN 076 318 173) By: Alsons Prime Investments Corporation (a company incorporated in the Philippines) at 30 cents cash per Indophil Share Your Independent Directors unanimously recommend that you VOTE IN FAVOUR of the Scheme in the absence of a Superior Proposal This Scheme Booklet includes a Notice of Meeting for Indophil Shareholders to be held on 18 December 2014 at the offices of Baker & McKenzie, Level 19, 181 William Street, Melbourne, Victoria at 10:00am. This is an important document and requires your immediate attention. You should read it in its entirety before voting on the Scheme. If you are in any doubt about how to deal with this document, please consult your professional adviser. For personal use only Legal Adviser Financial Advisers IMPORTANT NOTICES PURPOSE OF THIS DOCUMENT Indophil and its Independent Directors and looking statements. Statements other than This Scheme Booklet provides information is the sole responsibility of Indophil. Indophil statements of historical fact may be forward to Indophil Shareholders (other than the has been solely responsible for preparing the looking statements. Indophil Shareholders Excluded Shareholders) necessary for information contained in this Scheme Booklet should note that such statements are subject them to make a decision as to how to vote other than the information concerning APIC to inherent risks and uncertainties as they on the Resolution to be considered at the in Section 5 and the Independent Expert’s may be affected by a variety of known and Scheme Meeting. This Scheme Booklet is Report together with the Independent unknown risks, assumptions, variables and provided pursuant to section 412(1) of the Technical Specialist’s Report, included in other factors, many of which are beyond the Corporations Act to explain the effect of the Annexure 1 (Indophil Information). APIC control of Indophil. Actual results, values, Scheme and disclose such other information and its Related Bodies Corporate, directors, performance or achievements may differ in relation to the Scheme as is required officers, employees and advisers to the materially from results, values, performance by the Corporations Act and Corporations maximum extent permitted by law expressly or achievements expressed or implied in any Regulations. This Scheme Booklet is dated disclaim all liability and take no responsibility forward looking statement. None of Indophil, 12 November 2014. for the accuracy and completeness of the APIC nor their Related Bodies Corporate, Indophil Information. directors, officers, employees or advisers or READ THE ENTIRE SCHEME BOOKLET The information concerning APIC and the any person named in this Scheme Booklet You should read this Scheme Booklet in intentions, views and opinions of APIC and with their consent or any person involved in its entirety before making your decision on its directors contained in Section 5 has the preparation of this Scheme Booklet make how to vote on the Scheme. If you have any been prepared by APIC and is the sole any representation or warranty (express or queries, you should refer to the Frequently responsibility of APIC (APIC Information). implied) as to the accuracy or likelihood of Asked Questions Section. Alternatively, you Indophil and its Related Bodies Corporate, fulfilment of any forward looking statement, should contact your financial, legal, taxation directors, officers, employees and advisers or any results, values, performance or or other professional adviser. do not assume any responsibility for achievements expressed or implied in any forward looking statement, except to the REFERENCES TO DEFINED TERMS, the accuracy and completeness of the extent required by law. Indophil Shareholders TIME AND CURRENCY APIC Information. should not place undue reliance on any such Capitalised terms and certain abbreviations BDO Corporate Finance (WA) Pty Ltd statement. The forward looking statements in used in this Scheme Booklet are defined in (Independent Expert) has prepared the this Scheme Booklet only reflect views held as the Glossary in Section 10. The documents Independent Expert’s Report in relation to at the date of this Scheme Booklet. reproduced in some of the Annexures to the Scheme contained in Annexure 1 and this Scheme Booklet each have their own takes responsibility for that report. Indophil, PRIVACY defined terms which are sometimes different APIC and their respective Related Bodies Indophil may collect personal information in from those in the Glossary. Unless otherwise Corporate, directors, officers, employees and the process of implementing the Scheme. specified, all data contained in charts, graphs advisers to the maximum extent permitted Such information may include the name, and tables are based on information available by law expressly disclaim all liability and contact details and shareholdings of Indophil at the date of this Scheme Booklet. All take no responsibility for the accuracy or Shareholders and the name of persons references to time in this Scheme Booklet are completeness of the information contained appointed by those persons to act as a proxy, to Melbourne (Australia) time. All references in that report. attorney or corporate representative at the to $ or cents in this Scheme Booklet are None of APIC and its Related Bodies Scheme Meeting. The primary purpose of the to Australian dollars or cents, unless Corporate, directors, officers, employees and collection of personal information is to assist otherwise specified. advisers have authorised any of the contents Indophil to conduct the Scheme Meeting and implement the Scheme. Personal information INVESTMENT DECISIONS of this Scheme Booklet (other than the APIC Information) or caused the issue of this of the type described above may be This Scheme Booklet is intended for all Scheme Booklet. disclosed to the Indophil Share Registry, print Indophil Shareholders (other than the and mail service providers and authorised Excluded Shareholders) collectively and ASIC AND THE ASX securities brokers. Indophil Shareholders does not take into account the investment A copy of this Scheme Booklet has been have certain rights to access personal objectives, financial situation or particular provided to ASIC for the purpose of section information that has been collected. Indophil needs of each Indophil Shareholder or any 411(2) of the Corporations Act and registered Shareholders should contact the Indophil other particular person. This Scheme Booklet by ASIC for the purpose of section 412(6) of Share Registry in the first instance, if they should not be relied upon as the sole basis the Corporations Act. ASIC has examined wish to access their personal information. for any investment decision in relation to a copy of this Scheme Booklet. ASIC has Indophil Shareholders who appoint a named the Scheme or your Indophil Shares. Before been requested to provide a statement, person to act as their proxy, attorney or making any investment decision in relation in accordance with section 411(17)(b) of corporate representative should ensure that to the Scheme or your Indophil Shares, the Corporations Act, that ASIC has no they inform that person of these matters. including any decision to vote for or against objection to the Scheme. If ASIC provides FOREIGN SHAREHOLDERS the Scheme, you should consider whether that statement, it will be provided to the that decision is appropriate in the light of Court at the time of the Second Court Date This Scheme Booklet and the Scheme are your particular investment needs, objectives to approve the Scheme. Neither ASIC nor subject to Australian disclosure requirements and financial circumstances. If you are in any any of its officers takes any responsibility for and they may be different from those doubt about what you should do, you should the contents of this Scheme Booklet. A copy applicable in other jurisdictions. This Scheme seek independent financial, legal, taxation or of this Scheme Booklet has been lodged Booklet and the Scheme do not in any other professional advice before making any with the ASX and with the Court to obtain an way constitute an offer to buy securities investment decision. order of the Court approving the calling of the in any place in which, or to any person to whom, it would not be lawful to make such RESPONSIBILITY FOR INFORMATION Scheme Meeting. Neither the ASX nor any of its officers, take any responsibility for the an offer. Indophil Shareholders residing The information concerning Indophil and the contents of this Scheme Booklet. outside Australia for tax purposes should intentions, views and opinions of Indophil seek specific taxation advice in relation and itsFor personal use only Independent Directors contained in FORWARD LOOKING STATEMENTS to the Australian and overseas taxation this Scheme Booklet has been prepared by This Scheme Booklet contains various forward implications of the Scheme. IMPORTANT NOTICE ASSOCIATED WITH COURT ORDER UNDER SECTION 411(1) OF THE CORPORATIONS ACT 2001 On 12 November 2014, the Court issued orders under section 411(1) of the Corporations Act 2001 that a meeting of Indophil Shareholders be convened by