Ann: MIN: Acquisition of Atlas Iron Limited, page-70

Scheme is subject to limited conditionality

Conditions precedent and pre-implementation steps
3.1 Conditions to Scheme
Subject to this clause 3, the Scheme will not become Effective, and the obligations of
MinRes in relation to the implementation of the Scheme (including under clause 4) are not
binding, until each of the following conditions precedent is satisfied or waived (to the
extent and in the manner set out in this clause 3):
(a) (Restraints) no law, statute, ordinance, regulation, rule, temporary restraining
order, preliminary or permanent injunction or other judgment, order or decree
issued by any Court of competent jurisdiction or Governmental Agency or other
legal restraint or prohibition preventing or materially restricting the Scheme is in
effect at 8.00am on the Second Court Date;
(b) (Shareholder approval) the Scheme is approved by Atlas Shareholders at the
Scheme Meeting by the majorities required under section 411(4)(a)(ii) of the
Corporations Act;
(c) (ASIC and ASX) before 8.00am on the Second Court Date, ASIC and ASX issue
or provide such consents, waivers or approvals as are necessary or which Atlas
and MinRes agree are reasonably necessary or desirable to implement the
Scheme, either unconditionally or on conditions that do not impose unduly onerous
obligations on either party (acting reasonably), and such consent, approval or other
act has not been withdrawn or revoked before 8.00am on the Second Court Date;
(d) (Court approval) the Scheme is approved by the Court in accordance with section
411(4)(b) of the Corporations Act either unconditionally or on conditions that do not
impose unduly onerous obligations upon either party (acting reasonably);
(e) (No Prescribed Occurrence) no Prescribed Occurrence occurs between the date
of this deed and 8.00am on the Second Court Date;
(f) (No Material Adverse Change) there is no Material Adverse Change between the
date of this deed and 8.00am on the Second Court Date;
(g) (Atlas Warranties) the Atlas Warranties being true and correct in all material
respects on the date of this deed and at 8.00am on the Second Court Date;
(h) (MinRes Warranties) the MinRes Warranties being true and correct in all material
respects on the date of this deed and at 8.00am on the Second Court Date;
(i) (Atlas Options) each Atlas Optionholder:
(i) exercises all of the Atlas Options they hold and the Atlas Shares issued
upon such exercise are entered into the register of members of Atlas prior to
the Record Date; or
(ii) enters into a deed with Atlas and MinRes regarding the Atlas Options held
by the Atlas Optionholder pursuant to clause 4.10 prior to the Second Court
Date;
(j) (Independent Expert's Report) the Independent Expert provides the Independent
Expert's Report to Atlas, stating that in its opinion the Scheme is in the best
interests of Atlas Shareholders, on or before the date on which the Scheme
Booklet is registered with ASIC under the Corporations Act, and the Independent
Expert does not change or publicly withdraw this conclusion prior to 8.00am on the
Second Court Date; and
(k) (Term Loan B Facility) As at 8.00am on the Second Court Date, there is no
breach of any financial covenants in, or event of default under, the Term Loan B
Documentation, due to which the requisite majority of lenders under the Term Loan
B Facility have validly:
(i) demanded immediate repayment or acceleration of their rights; or
(ii) imposed additional charges (which are material to the Atlas Group).