December 9, 2011: Extract Resources Ltd (ASX/TSX/NSX: EXT) (“Extract” or “the Company”) notes the announcement by Taurus Mineral Limited (“Taurus”), an entity
owned by CGNPC Uranium Resources Co., Ltd. (“CGNPC-URC”) and The China-Africa Development Fund (“CADFund”), of a recommended cash offer for Kalahari Minerals plc (“Kalahari”), Extract’s 42.74% shareholder, at a price of 243.55 pence per Kalahari share (the “Kalahari Offer”). The Taurus announcement includes a proposal to make a downstream cash offer to Extract shareholders of A$8.65 per Extract share (the “Extract Offer”), if Taurus receives acceptances of the Kalahari Offer in respect of more than 50% of the voting rights in Kalahari.
Update Regarding Proposed Downstream Offer for Extract Resources
January 11, 2012: Extract Resources Ltd (ASX/TSX/NSX: EXT) (“Extract” or the
“Company”) has been informed that the Namibian Competition Commission (“NCC”) has
approved without conditions the possible acquisition of control of Extract by Taurus
Mineral Limited (“Taurus”), an entity owned by CGNPC Uranium Resources Co., Ltd.
(“CGNPC-URC”) and the China-Africa Development Fund (“CADFund”).
NCC consent to the possible change of control of Extract is a condition of the Taurus offer
to Kalahari shareholders (the “Kalahari Offer”), as set out in the offer document posted to
Kalahari shareholders on January 5, 2012.
Taurus has been granted relief by the Australian Securities and Investments Commission
(“ASIC”) to acquire an interest of more than 20% of Extract’s shares provided that, among
other conditions, Taurus makes a downstream offer for Extract (the “Proposed Extract
Offer”). Taurus is required to dispatch offer documentation to Extract shareholders within
four weeks of Taurus having received acceptances of the Kalahari Offer in respect of
more than 50% of the voting rights in Kalahari. The Proposed Extract Offer will only be
conditional upon Taurus becoming unconditionally entitled to shares carrying more than
50% of the voting rights in Kalahari, and standard prescribed occurrences as set out in the
Corporations Act not having occurred.
Extract’s Independent Directors are continuing to review all available opportunities to
maximise shareholder value, and intend to make a recommendation in relation to the
Proposed Extract Offer if and when such an offer is made.