Key Points:• Consolidated Minerals Limited, Pallinghurst...

Key Points:
• Consolidated Minerals Limited, Pallinghurst Resources Fund LP (Pallinghurst Resources) and AMCI propose creating a new ASX listed company to compete in the Australian and international resources sector by way of three schemes of arrangement between Consolidated Minerals and its shareholders, its optionholders and its noteholders (the "Schemes").
• Subject to the transaction being approved, the new company will be 60% owned by an investment vehicle of Pallinghurst Resources and AMCI and 40% by the existing Consolidated Minerals shareholders.
• As a financially strong and committed long-term investor, Pallinghurst Resources will contribute extensive experience in delivering strategic growth in the global resources sector.
• The Board of Directors of Consolidated Minerals sees the proposed transaction as an important strategic transformation of the company, with the potential to create significant incremental shareholder value by:
o accelerating delivery of Consolidated Minerals’ production targets and project pipeline;
o participating in the rationalisation and consolidation opportunities in the resources sector; and
o pursuing growth opportunities internationally to support a diversification strategy.
• The Board of Directors of Consolidated Minerals has unanimously recommended the proposed transaction as being in the best interests of all Consolidated Minerals shareholders, optionholders and noteholders, in the absence of a superior offer.
• Under the proposed scheme of arrangement between Consolidated Minerals and its shareholders (the "Share Scheme"), Consolidated Minerals shareholders will receive $1.38 in cash per share and 2 shares in the new company for every 5 Consolidated Minerals shares, allowing Consolidated Minerals’ shareholders to participate materially in the enhanced growth prospects of the new company. This values the company at an enterprise value of $625 million or at $2.28 per share.
• Implementation of the share scheme is subject to, among other things, an independent expert's report concluding that the share scheme is in the best interests of shareholders.
• The new company will be headquartered in Perth and will apply to be listed on the ASX, AIM in London and Frankfurt Stock Exchange (FSE).
• Consolidated Minerals’ Chairman, Dick Carter, and Managing Director, Rod Baxter, will be Chairman and Managing Director respectively of the new company.
• On implementation, the Board of the new company will be comprised of the current Directors of Consolidated Minerals (other than Allan Quadrio who will step down, as he has intended for some time) as well as three new Directors. Arne H. Frandsen will be appointed as executive director responsible for strategy, and Hans Mende will join the board as a non-executive director. Brian Gilbertson will be appointed as a non-executive director by the later of the date the Share Scheme becomes effective and 6 August 2007.
• It is expected that the proposed transaction will be completed in the second quarter of 2007.