JOINT SECURITIES EXCHANGE ANNOUNCEMENT & MEDIA RELEASE 24 September 2007 GINDALBIE AND SUNDANCE ANNOUNCE PROPOSED MERGER TO CREATE A SIGNIFICANT NEW IRON ORE GROUP Iron ore companies Gindalbie Metals Ltd (ASX: GBG – “Gindalbie”) and Sundance Resources Limited (ASX: SDL – “Sundance”) today announced that they have reached agreement to merge to create a substantial A$2.4 billion international iron ore company. The companies have executed a Merger Implementation Agreement (“MIA”) to effect the merger by way of a Scheme of Arrangement (“Scheme”) under which Gindalbie will make offers to acquire all of the issued securities in Sundance. The proposed merger will result in the establishment of a major independent Australian-based iron ore company with a diversified asset base comprising world-class iron ore projects in Western Australia and West Africa, a very significant production growth profile and a global presence. Details of the Agreement and Offer Under the terms of the proposed Scheme of Arrangement, Sundance shareholders will receive one (1) Gindalbie share for every two (2) Sundance shares they hold. Based on the closing price of Gindalbie shares on 21 September 2007 of $1.70, the offer values Sundance at approximately A$1.6 billion and represents a premium of 14.9% on the closing price of Sundance shares on 21 September 2007 of 74 cents, and a 34.5% premium to the 30-day volume weighted average price (VWAP) of Sundance shares. On completion of the merger, the new entity would have approximately 1.43 billion shares on issue with an estimated market capitalization of approximately A$2.4 billion based on the closing price of Gindalbie shares on 21 September of $1.70. Gindalbie securityholders would hold approximately 35% and Sundance securityholders approximately 65% of the merged company. After careful consideration of the possible structures, an offer by Gindalbie for all of Sundance’s issued securities by way of a Scheme was determined to be the most beneficial to securityholders of both companies. Mr Denis Wood representing Sundance’s largest shareholder, Talbot Group Holdings (holding 19.9% of Sundance), has expressed the strong support of Talbot Group Holdings for the proposed merger and the successful completion of the respective Boards due diligence procedures. Mr George Jones, who is the Chairman and a shareholder of both Gindalbie and Sundance, has also expressed his full support for the transaction. Commenting on the merger proposal, Mr Jones said: "The proposed merger provides both groups of securityholders with the opportunity to participate in the creation of a new international mining house with a pipeline of worldclass projects.” Because he is Chairman of both companies, Mr Jones excluded himself from each of the Board deliberations in relation to the proposed transaction. The Boards of both companies have implemented appropriate protocols relating to Mr Jones’ participation in Board and management discussions.
GBG Price at posting:
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