TERRITORY PRESENTS ALTERNATIVE PROPOSAL FOR CONSMINTerritory...

TERRITORY PRESENTS ALTERNATIVE PROPOSAL FOR CONSMIN
Territory Resources Limited (ASX:TTY) announces it has presented an alternative proposal to the
Board of Consolidated Minerals Limited (ASX:CSM).
Territory has requested access for a due diligence review for a period up to 16th July (confined to
legal, accounting and taxation issues) on CSM to evaluate whether or not to make an alternative offer
for all of the issued securities in CSM.
The alternative proposal from Territory would provide CSM shareholders $3.73 per share in value
(based on Territory’s last closing price of $1.4851), comprising $1.50 in cash and 1.5 Territory
shares for each CSM share. This represents a premium of 42.3% - 50.3% based on the independent
expert’s valuation of Pallinghurst proposal, adjusted for the increased cash consideration and a
premium of 23.5% to CSM’s closing share price of yesterday.
Territory Chairman Michael Kiernan said the proposal was supported by an investor group which
includes international commodity trading and marketing companies Noble Group and DCM
DECOmetal International Trading, and global investment bank, Lehman Brothers.
“The Territory Board consider its proposal would represent a superior alternative to what is currently
before Consolidated Minerals’ security holders,” he said.
Mr Kiernan said the combined group would represent a well capitalised carbon steel commodity
supplier with a strong growth profile and management team. It would be led by Noble Group CEO
Richard Elman as Chairman of the Group Michael Kiernan as Managing Director and DCM
DECOmetal will be invited to have a representative on the Board.
“We are diggers and deliverers and genuine mining operators, with key market and finance networks,
and an intimate understanding of the CSM business. Together with the Noble Group and DCM
DECOmetal we built the business into a supplier of 10% of the world’s high grade manganese and
2.5% of the world’s chromite supply and dramatically increased the mine life and annual production,”
Mr Kiernan said.
“We believe this combination will be embraced by the Consolidated Minerals shareholders and the
financial markets,” he said.
Territory understands that Noble Group and DCM DECOmetal independently hold approximately 12%
of CSM between them. In addition, Noble Group and DCM DECOmetal account for 75% to 80% of
Consolidated Minerals’ manganese sales and 100% of chromite sales.
Territory is awaiting a formal response from CSM. Until CSM provides access and Territory can
complete due diligence, Territory’s alternative proposal remains incomplete and conditional.
Territory is co-advised by Argonaut and Lehman Brothers’ Australian subsidiary, Grange Securities.
¹ As at 22 June 2007