Bidder's Statement (Cash offer by Atacama Copper) - Antofagasta plc

BIDDER’S
BIDDER’S STATEMENT
BIDDER’S
CASH OFFER BY ATACAMA COPPER PTY LIMITED
ACN 118 474 034 a wholly owned subsidiary of
ANTOFAGASTA PLC
to acquire all your ordinary shares in
TETHYAN COPPER COMPANY LIMITED
STATEMENT
ABN 24 093 519 692 for $1.20 cash per share
The Offer is dated 10 March 2006 and expires at
7.00pm Sydney, Australia time on 11 April 2006,
unless withdrawn or extended.
BIDDER’S
This is an important document and requires your
immediate attention
If you are in doubt as to how to deal with this document or
the Offer contained in it, please consult your financial or other
professional adviser, or call the Antofagasta Offer Information
Line on 1800 079 367 (+61 2 8280 7192 for international callers)
STATEMENT
FINANCIAL ADVISER
LEGAL ADVISER

Contents
About the Offer
Summary of the Offer and how to accept 2
How does the Offer affect the Original Proposal and the Skafell Offer? 4
How to accept 5
Bidder's Statement 6
Annexure A – Tethyan's announcements to ASX made from 1 September 2005 to 7 March 2006 60
page
Important dates
Announcement Date 15 February 2006
Bidder's Statement lodged with ASIC 9 March 2006
Record Date 8 March 2006
Date Offer is made 10 March 2006
Offer ends, unless extended
Important notice
7.00pm Sydney, Australia time
on 11 April 2006
This booklet contains the Atacama Copper Pty Limited ACN 118 474 034 Bidder's Statement
dated 9 March 2006.
You should read all of this booklet before deciding whether to accept the Offer and in
considering the information contained in the documents you may wish to seek independent
financial and taxation advice.
Definitions
Defined terms are used in this document. The terms are defined in Part 3 of the Bidder's
Statement.
page 1

Summary of the Offer and how to accept
This summary has been prepared by Atacama and gives an overview of the Offer. Part 2 of the
Bidder's Statement contains the full terms and conditions of the Offer. You should read the Bidder's
Statement in full before deciding whether to accept the Offer.
The Bidder
The Offer
Tethyan Options
Offer Price
How to Accept
Atacama Copper Pty Limited (Atacama), a wholly owned subsidiary
of Antofagasta PLC, a company incorporated in England and Wales
and listed on the London Stock Exchange.
Atacama is offering to acquire all Tethyan Shares of which you are the
registered holder on the Record Date.
The Offer also extends to any Tethyan Shares issued before the end of
the Offer Period on the exercise of Tethyan Options or pursuant to a
Permitted Issue.
The Offer included in this Bidder's Statement only extends to Tethyan
Shares. If you hold Tethyan Options you cannot accept the Offer
unless you exercise your Tethyan Options, pay any amount payable on
the exercise of those Options and are issued with Tethyan Shares.
Further details in relation to Tethyan Options are contained in Section
7.2 of Part 1 of the Bidder's Statement.
$1.20 cash for each Tethyan Share.
Your acceptance must be received before the end of the Offer Period
(7.00pm Sydney, Australia time on 11 April 2006, unless the Offer
Period is extended). Depending on the nature of your holding, you
may accept the Offer in the following ways.
CHESS Holding (White Form)
If your Tethyan Shares are in a CHESS Holding:
• instruct your Controlling Participant to initiate acceptance of
the Offer; or
• complete the enclosed white Acceptance Form in accordance
with the instructions on the form and send it in the enclosed
reply paid envelope to the address below.
Participant
If you are a Participant, initiate acceptance of the Offer in accordance
with the ASTC Settlement Rules.
Issuer sponsored holding (Cream Form)
If your Tethyan Shares are in an Issuer Sponsored Holding:
• complete the enclosed cream Acceptance Form in accordance
with the instructions on the form; and
• send it with any other documents required by the instructions
on the Acceptance Form in the enclosed reply paid envelope to
the address below.
You will only be sent one Acceptance Form with this Bidder's
Statement depending on whether your Tethyan Shares are in a CHESS
Holding or in an Issuer Sponsored Holding. That will be the
Acceptance Form to be used in relation to your Tethyan Shares.
page 2

Send your Acceptance Form
Send your Acceptance Form and other documents (if any) required by
the instructions on the Acceptance Form to:
Post:
OR
Delivery:
Closing Date
Key conditions of the Offer
When you will be paid
No brokerage or stamp duty
Antofagasta Offer
Link Market Services Limited
GPO Box 2785
MELBOURNE VIC 3001
Antofagasta Offer
Link Market Services Limited
Level 4,333 Collins Street
MELBOURNE VICTORIA 3000
The Offer is scheduled to close at 7.00pm Sydney, Australia time on
11 April 2006.
The Offer is subject to the conditions set out in clause 7 of Part 2 of the
Bidder's Statement. They broadly include:
• Atacama acquiring a relevant interest in at least 90% of all
Tethyan Shares;
• all Tethyan Options have been exercised, cancelled or
transferred to Antofagasta PLC or Atacama or, in the
alternative, Atacama being entitled to compulsorily acquire all
options outstanding at the end of the Offer Period;
• all necessary regulatory approvals, including FIRB clearance
and approvals necessary for the transfer of the Regional
Interests (other than RL 7) to Tethyan, being obtained;
• no material adverse change in relation to Tethyan;
• no 'prescribed occurrences' occurring (except for the issue of
Tethyan Shares as a result of the exercise of any Tethyan
Options that are on issue at the Announcement Date or due to a
Permitted Issue);
• no action by any public authority adversely affecting the Offer;
• Atacama promptly being provided with any due diligence
information in relation to Tethyan provided to another party for
the purpose of facilitating a competing proposal;
• no person being entitled to exercise specified rights on a
change of control of Tethyan;
• no material acquisitions, disposals or commitments by Tethyan
and the business of Tethyan being otherwise carried on in the
ordinary course; and
• no agreement by Tethyan to pay any break fees to any person
in connection with a competing bid or proposal.
The above is a summary only and full details of all the conditions are
set out in clause 7 of Part 2 of the Bidder's Statement.
If you accept (and return any document required with your acceptance)
and this Offer becomes or is declared unconditional, a cheque will be
mailed to you by the earlier of one month after the Offer becomes
unconditional (or if the Offer was unconditional when you accepted the
Offer, within one month of the date of your acceptance) and 21 days
after the end of the Offer Period.
You will not pay brokerage or stamp duty if you accept the Offer.
page 3

How does the Offer affect the Original Proposal
and the Skafell Offer?
Original Proposal Terminated
Impact on Extraordinary
General Meeting held on
23 February 2006
Impact on Skafell Offer
Antofagasta PLC and Tethyan have agreed to terminate the Original
Proposal announced in December 2005 under which it was proposed that
Antofagasta PLC would acquire a 19.9% interest in Tethyan, and
Antofagasta PLC and Tethyan would create a 50:50 joint venture for the
development of the Reko Diq copper-gold project in Pakistan.
Tethyan withdrew the resolutions to approve the now terminated joint
venture proposal at the extraordinary general meeting (EGM) held on
23 February 2006.
At that meeting, Tethyan obtained the approval of Tethyan Shareholders
to the issue of new Tethyan Shares (subject to applicable legal
requirements) notwithstanding that such an issue would trigger a
defeating condition in the Skafell Offer.
The conditions to the Antofagasta Offer permit Tethyan to raise not
more than $5 million at an issue price of not more than $1.20 per share
where Antofagasta PLC has been given a right of first refusal in respect
of the issue. On 28 February 2006, Tethyan offered El Tesoro (SPV
Bermuda) Limited, a wholly owned subsidiary of Antofagasta PLC, a
right of first refusal to subscribe for 4,166,666 Tethyan Shares at an
issue price of $1.20 per Tethyan Share. El Tesoro (SPV Bermuda)
Limited accepted that offer on 7 March 2006 and the 4,166,666 Tethyan
Shares are due to be issued to El Tesoro (SPV Bermuda) Limited on
10 March 2006. Following that issue, Atacama's voting power in
Tethyan will increase to 14.85%.
On 7 March 2006, Skafell lodged a supplementary bidder's statement
increasing the offer price under the Skafell Offer to $1.35 cash for each
Tethyan Share.
Antofagasta PLC is currently considering all of its options in respect of
the Offer and will inform Tethyan shareholders of any decision to amend
or revise the terms of the Offer.
page 4

How to accept
Complete and sign the enclosed Acceptance Form and return it to
one of the addresses specified on the form.
OR
Instruct your Controlling Participant (usually your broker) to
accept the Offer on your behalf. This applies if your Tethyan
Shares are in a CHESS Holding.
The Offer is scheduled to close on 11 April 2006, unless
extended.
Further information
If you have any questions please call the Antofagasta Offer
Information Line on 1800 079 367 (+61 2 8280 7192 for
international callers).
For legal reasons all calls to this number will be recorded.
page 5

BIDDER'S STATEMENT
ATACAMA COPPER PTY LIMITED
ACN 118 474 034
a wholly owned subsidiary of
ANTOFAGASTA PLC

Corporate information for
Atacama Copper Pty Limited
Directors
Ramon F. Jara
Alejandro V. Rivera
Russell A.F. Stewart
Registered Office
Level 19
88 Phillip Street
Sydney NSW 2000
Share registry for this Offer
Link Market Services Limited
Level 4
333 Collins Street
Melbourne VIC 3000
Legal adviser to the Offer
Minter Ellison
Aurora Place
88 Phillip Street
Sydney NSW 2000
Financial adviser to the Offer
NM Rothschild & Sons (Australia) Limited
Level 16, 1 O'Connell Street
Sydney NSW 2000
page 7

Contents
Bidder's Statement
Part 1 - Statutory information 12
1. About Atacama 12
1.1 Atacama 12
1.2 Antofagasta PLC 12
1.3 Alfa Estates 13
1.4 Directors of Atacama Copper Pty Limited 13
2. Atacama's interest in Tethyan securities 13
2.1 Tethyan's issued capital 13
2.2 Atacama's relevant interest in Tethyan securities 14
2.3 Voting power 14
3. Dealings in Tethyan Shares and Options 15
3.1 Pre-Bid Agreement 15
3.2 Other arrangements in relation to Tethyan Options 15
3.3 Consideration provided for Tethyan Shares during previous four months 15
3.4 No inducing benefits given, offered or agreed during previous 4 months 15
4. Funding 17
4.1 Tethyan Shares to which the Offer relates 17
4.2 Intra-group arrangements 17
4.3 Source of funds for Alfa Estates 17
4.4 Source of funds for Antofagasta PLC 18
4.5 Hedging 18
5. Atacama's intentions for the business, assets and employees of Tethyan 19
5.1 Introduction 19
5.2 Review of business activities 19
5.3 Intention upon acquisition of 90% or more of Tethyan Shares 19
5.4 Additional intentions for Tethyan as a partly owned, controlled entity of Atacama 20
5.5 Business, assets and employees 22
6. Australian tax considerations 23
6.1 Introduction 23
6.2 Capital gains tax (CGT) implications 23
6.3 Option holders who exercise their Tethyan Options and accept the Offer 25
6.4 Stamp duty and the goods and services tax (GST) 25
7. Additional information 26
7.1 Compulsory Acquisition 26
7.2 Tethyan Options 26
7.3 Regulatory approvals 27
7.4 Agreements related to the Offer 27
7.5 Alliance Agreement with BHP Billiton and the Clawback Right 37
7.6 Skafell Offer 38
7.7 Agreements with Tethyan directors 39
7.8 Financial position of Tethyan 39
7.9 Due diligence on Tethyan 39
7.10 Tethyan's material disclosures to ASX 39
page 8

7.11 Status of conditions 39
7.12 Approvals for payment of consideration 39
7.13 Consents 39
7.14 Date for determining holders of securities 40
7.15 Information 40
Part 2 - Terms of the Offer 41
1. Offer 41
1.1 The Offer 41
1.2 Persons to whom offers are made 41
1.3 Offer Date 41
1.4 Offer Period 41
1.5 Extension of the Offer Period 41
1.6 Conditions 42
1.7 If you have sold any of your Tethyan Shares 42
1.8 If you are a trustee or nominee 42
2. Price 42
2.1 Price payable 42
2.2 Time of payment 42
2.3 Contract Avoided 43
2.4 Certain Overseas Residents 43
3. How to accept 43
3.1 Full acceptance required 43
3.2 Acceptance Form 43
3.3 CHESS Holdings 43
3.4 Participant 44
3.5 Issuer Sponsored Holdings 44
3.6 Faxed acceptances 44
3.7 Atacama's discretion regarding incomplete or invalid acceptance 44
4. Application of this Offer 44
4.1 If another person is entitled to your Tethyan Shares 44
4.2 If you are a trustee or nominee 45
4.3 Notice of separate parcels 45
5. Effect of acceptance 45
6. Dividends and other entitlements 47
6.1 Cash Rights 47
6.2 Non-cash Rights 47
7. Conditions of the Offer 47
7.1 Conditions 47
7.2 Declaration of Offer being free from conditions 51
7.3 Breach of Conditions 51
7.4 Benefit of Conditions 52
7.5 Status Notice 52
7.6 Void Contracts 52
8. Withdrawal 52
9. Variation 53
9.1 Atacama's Entitlement 53
page 9

9.2 Extension of Offer 53
10. Costs 53
11. Notices 53
11.1 Service on Tethyan 53
11.2 Service on Atacama 53
11.3 Service on you 53
12. Governing law 53
Part 3 - Defined terms and interpretation 54
1. Defined terms 54
2. Interpretation 57
3. Headings 58
Signing page 59
Annexure A
Tethyan's announcements to ASX made from 1 September 2005 to 7 March 2006 61
page 10

Defined terms
Defined terms in this Bidder's Statement and accompanying material are capitalised. The terms are
defined in Part 3 of this Bidder's Statement.
All amounts are in Australian dollars unless otherwise stated.
Investment decisions
This document contains general advice only and does not take into account the individual investment
objectives, financial situation or particular needs of each Tethyan Shareholder or any other person.
Tethyan Shareholders may wish to seek independent financial and taxation advice before deciding
whether to accept the Offer.
Forward looking statements
This Bidder's Statement may include certain forward looking statements which have been based on
current expectations about future events. These forward looking statements are, however, subject to risks,
uncertainties and assumptions that could cause actual results to differ materially from the expectations
described in such forward looking statements. These factors include matters not yet known to Atacama or
not currently considered by Atacama to be material.
Privacy statement
Atacama will collect personal information about Tethyan Shareholders' holdings of Tethyan Shares in
accordance with the Corporations Act. Atacama will share that personal information with its advisers and
service providers only to the extent necessary for purposes relating to the Offer. Under the Privacy Act
1988, Tethyan Shareholders may request access to personal information about them held by Atacama and
its agents. Tethyan Shareholders can contact the share registry to the Offer, Link Market Services, if they
have questions about their personal information.
No internet site is part of this Bidder's Statement
Each of Antofagasta PLC and Tethyan maintains an internet site. The Antofagasta PLC internet site is at
the URL http://www.antofagasta.co.uk. The Tethyan site is at the URL http://www.tethyan.com.
Information contained in or otherwise accessible through these internet sites are not a part of this Bidder's
Statement. All references in this Bidder's Statement to these internet sites are inactive textual references
to these URLs and are for your information only.
Bidder's Statement
This Bidder's Statement is dated 9 March 2006. It includes an Offer dated 10 March 2006.
This document is a Bidder's Statement. It contains the formal terms of the Antofagasta Offer and other
information relevant to your decision whether to accept the Offer. It comprises Parts 1 to 3 and
Annexure A.
A copy of this Bidder's Statement was lodged with ASIC on 9 March 2006. ASIC takes no responsibility
for the content of this Bidder's Statement.
page 11

Part 1 - Statutory information
1. About Atacama
1.1 Atacama
Atacama is a wholly owned subsidiary of Alfa Estates, which in turn is a wholly owned subsidiary
of Antofagasta PLC. Atacama was incorporated in February 2006 and has not undertaken any
business other than making this takeover bid for all your shares in Tethyan.
The Antofagasta Group is one of the world's leading copper mining groups. In addition to copper
mining, the Antofagasta Group's interests include rail and road transportation operations and
water distribution. The consolidated financial statements of the Antofagasta Group are audited by
Deloitte & Touche LLP.
Further information concerning the Antofagasta Group can be found at Antofagasta PLC's website
at http://www.antofagasta.co.uk
1.2 Antofagasta PLC
Antofagasta PLC is a company incorporated in England and Wales and has been listed on the
London Stock Exchange since 5 July 1982. As at 6 March 2006, Antofagasta PLC had a market
capitalisation of approximately US$7,241 million (approximately $9,785 million Australian
dollars based on an exchange rate of A$1:US$0.74).
Antofagasta PLC, although incorporated in England and Wales with a presence in London, is
based in and operated from Chile, with its principal management teams located in Santiago, Chile.
The history of the Group began with the Antofagasta (Chili) and Bolivia Railway Company PLC,
which was incorporated in London in 1888. It raised money on the London Stock Exchange to
build and operate a railway from Antofagasta, a port on the Pacific Coast of Northern Chile, to La
Paz, the capital of Bolivia.
In 1980, a majority interest in the company was acquired by the Luksic Group, a Chilean
industrial family. In 1982, Antofagasta Holdings PLC (subsequently renamed Antofagasta PLC in
1999) was formed as the new holding company, to continue to own and develop the railway
business but also to make other investments in Chile. During the 1980s, Antofagasta PLC
diversified into a number of other sectors – mining (including the acquisition of an interest in the
Michilla underground operation in 1983 and the Los Pelambres ore body in 1986), but also
banking, telecommunications and manufacturing.
In 1996, Antofagasta PLC merged its banking and industrial interests with those of Quiñenco
S.A., a diversified Chilean company also controlled by the Luksic family. The merger of those
interests enabled Antofagasta PLC to concentrate on the development of the Los Pelambres and
El Tesoro mining projects and to become a major low-cost copper producer.
This strategy was achieved with the successful development of these projects between 1997 and
2001. Today, the Antofagasta Group is one of the largest international copper producing groups
in the world. Its activities are mainly concentrated in Chile where it now owns and operates three
copper mines: Los Pelambres, El Tesoro and Michilla, with a total production of 467 thousand
tonnes in 2005, at an average cash cost of US$0.139/lb. The Group's mining division, Antofagasta
Minerals, is also actively involved in exploration particularly in Chile and Peru. In addition, the
Group operates an extensive rail network servicing the important mining region of northern Chile,
which is centred on the port of Antofagasta. It also operates a concession for the distribution of
water in this region.
page 12

Today, Antofagasta PLC shares are traded on the London Stock Exchange under the ANTO code
and in the United States, where the company has a level 1 ADR, under the ANFGY code.
As at 30 June 2005, Antofagasta PLC and its subsidiaries (Antofagasta Group) had total assets
of US$3,398 million 1 and net assets of US$2,425 million 2 and cash balances of
US$1,064.6 million 3 . For the half year ended 30 June 2005, the Antofagasta Group's earnings
before interest, tax, depreciation and amortisation was US$806.4 million 4 .
1.3 Alfa Estates
Alfa Estates is a company incorporated in Jersey in the Channel Islands. The only business
carried on by Alfa Estates is to act as a holding company for the shares in Atacama.
1.4 Directors of Atacama Copper Pty Limited
Details of the Directors of Atacama are set out below.
Ramon F. Jara
Mr Jara is a non-executive director of Antofagasta PLC. He is a lawyer and a director of several
industrial companies. Until February 2004, Mr Jara was a partner in Jara y del Favero y Cia, a
Chilean law firm based in Santiago.
Alejandro V. Rivera
Mr Rivera is Vice-President of Corporate Finance and Development for Antofagasta PLC, based
in Santiago. He was previously Chief Financial Officer of Antofagasta Minerals and prior to that
of Minera Los Pelambres. He holds a degree in Industrial Civil Engineering from the University
of Chile.
Russell A.F. Stewart
Mr Stewart is a consultant to the law firm Minter Ellison, of which he was formerly a partner for
22 years. He is a lawyer specialising in the areas of investment and financial services and
administrative law. Mr Stewart was also formerly the Director of the New South Wales College
of Law and a lecturer at the University of Sydney. He was the principal author of the main legal
content of a commercially published financial services loose-leaf service and has published
numerous legal articles.
2. Atacama's interest in Tethyan securities
2.1 Tethyan's issued capital
As at the date of this Bidder’s Statement the total number of securities on issue in each class of
securities of Tethyan (according to documents lodged by Tethyan with ASX on 2 March 2006) is
as follows:
Class of security
Number on issue
Tethyan Shares 132,590,890
Tethyan Options 25,557,566
1 Approximately $4,592 million Australian dollars based on an exchange rate of A$1:US$0.74.
2 Approximately $3,277 million Australian dollars based on an exchange rate of A$1:US$0.74.
3 Approximately $1,439 million Australian dollars based on an exchange rate of A$1:US$0.74.
4 Approximately $1,090 million Australian dollars based on an exchange rate of A$1:US$0.74.
page 13

The number of Tethyan Shares indicated in the table above does not include 4,166,666 Tethyan
Shares that Tethyan will issue pursuant to a proposed placement announced by Tethyan on
28 February 2006 (see Section 3.3 below for more detail). Those shares are due to be issued on
10 March 2006 and, following that issue, the total number of securities on issue in each class of
securities of Tethyan would be as follows:
Class of security
Number on issue
Tethyan Shares 136,757,556
Tethyan Options 25,557,566
2.2 Atacama's relevant interest in Tethyan securities
The number of securities of each class in which Atacama had a relevant interest (as at the dates
specified) is shown below:
Class
As at date of Bidder's
Statement
As at date first Offer is sent
Tethyan Shares 16,142,910 20,309,576*
Tethyan Options 12,557,566 12,557,566
*Assuming that 4,166,666 Tethyan Shares are issued to El Tesoro (SPV Bermuda) Limited on 10 March 2006 (see
below).
As described in Section 3.3 below, El Tesoro (SPV Bermuda) Limited, a wholly owned subsidiary
of Antofagasta PLC, has accepted an offer to subscribe for 4,166,666 Tethyan Shares. El Tesoro
(SPV Bermuda) accepted that offer on 7 March 2006. The 4,166,666 Tethyan Shares are due to
be issued to El Tesoro (SPV Bermuda) Limited on 10 March 2006 and following that issue the
number of Tethyan Shares in which Atacama has a relevant interest will increase to 20,309,576.
2.3 Voting power
Atacama's voting power in Tethyan (as at the dates specified) is shown below:
Class
As at date of Bidder's
Statement
As at date first Offer is sent
Voting power in Tethyan 12.17% 14.85%*
*Assuming that 4,166,666 Tethyan Shares are issued to El Tesoro (SPV Bermuda) Limited on 10 March 2006 (see
below).
As described in Section 3.3 below, El Tesoro (SPV Bermuda) Limited, a wholly owned subsidiary
of Antofagasta PLC, has accepted an offer to subscribe for 4,166,666 Tethyan Shares. The
4,166,666 Tethyan Shares are due to be issued to El Tesoro (SPV Bermuda) Limited on
10 March 2006 and following that issue Atacama's voting power in Tethyan will increase to
14.85%.
page 14

3. Dealings in Tethyan Shares and Options
3.1 Pre-Bid Agreement
Antofagasta PLC has entered into the Pre-Bid Agreement with Mincor under which, subject to the
Offer being declared unconditional and no superior offer being made (or, if a superior offer is
made, it being matched or bettered by Atacama), Mincor will either:
(a)
(b)
transfer to Antofagasta PLC or its nominee 12,557,566 Tethyan Options held by Mincor
(Mincor Options) for a price equal to the difference between the exercise price for each
option (being $0.15) and the price per share payable under the Offer at the end of the
Offer Period; or
exercise the Mincor Options and accept the Offer in respect of the Tethyan Shares issued
on the exercise of the Mincor Options.
Further details of the Pre-Bid Agreement entered into between Antofagasta PLC and Mincor are
contained in Section 7.4.
3.2 Other arrangements in relation to Tethyan Options
Section 7.2 contains details of other arrangements in relation to Tethyan Options.
3.3 Consideration provided for Tethyan Shares during previous four months
During the period beginning four months before the date of this Bidder’s Statement and ending on
the Offer Date, El Tesoro (SPV Bermuda) Limited, a wholly owned subsidiary of Antofagasta
PLC, has acquired (through a nominee) Tethyan Shares on ASX as set out below:
Date
Number of shares
acquired
Average consideration
per Tethyan Share*
20 February 2006 4,310,553 $1.1988
21 February 2006 689,447 $1.1946
23 February 2006 6,842,910 $1.1996
24 February 2006 4,300,000 $1.2000
*The maximum price at which any of the above shares were acquired was $1.20.
At Tethyan's EGM on 23 February 2006, Tethyan obtained the approval of Tethyan Shareholders
to the issue of new Tethyan Shares (subject to applicable legal requirements) notwithstanding that
such an issue would trigger a defeating condition in the Skafell Offer.
The conditions to the Offer permit Tethyan to raise not more than $5 million at an issue price of
not more than $1.20 per share where Antofagasta PLC has been given a right of first refusal in
respect of the issue. On 28 February 2006, Tethyan offered El Tesoro (SPV Bermuda) Limited, a
wholly owned subsidiary of Antofagasta PLC a right of first refusal to subscribe for 4,166,666
Tethyan Shares at an issue price of $1.20 per Tethyan Share. El Tesoro (SPV Bermuda) Limited
accepted that offer on 7 March 2006 and the 4,166,666 Tethyan Shares are due to be issued to
El Tesoro (SPV Bermuda) Limited on 10 March 2006.
3.4 No inducing benefits given, offered or agreed during previous 4 months
During the period beginning four months before the date of this Bidder’s Statement and ending on
the Offer Date, neither Atacama nor any of its Associates gave, offered to give or agreed to give a
benefit to another person that induced, or was likely to induce, the other person or an associate to:
(a)
(b)
accept the Offer; or
dispose of Tethyan Shares,
page 15

that was not offered to all holders of securities in the bid class, other than to the extent of any
benefit given under the Pre-Bid Agreement as described in Section 3.1.
page 16

4. Funding
4.1 Tethyan Shares to which the Offer relates
The information in this Section 4 is given to the knowledge of Atacama based on documents
lodged by Tethyan with ASX.
As at the date of this Bidder's Statement, there are 132,590,890 Tethyan Shares and 25,557,566
Tethyan Options on issue. The Tethyan Options are convertible into Tethyan Shares during the
Offer Period.
As at the date of this Bidder's Statement, Atacama had a relevant interest in 16,142,910 Tethyan
Shares and a relevant interest in the Mincor Options (for more detail see Sections 2 and 3).
If none of the Tethyan Options are converted into Tethyan Shares during the Offer Period, the
total amount that Atacama would be required to pay for Tethyan Shares if it acquires all of the
Tethyan Shares in which it does not already have a relevant interest is approximately
$139,737,576. This amount is in addition to the total amount payable by Antofagasta PLC to
Mincor under the Pre-Bid Agreement (assuming the Mincor Options are not exercised by
Mincor), and by El Tesoro (SPV Bermuda) Limited to Tethyan under the placement offer
described in Section 3.3. In this scenario, the maximum amount payable by Atacama under the
Offers, by Antofagasta PLC under the Pre-Bid Agreement, and by El Tesoro (SPV Bermuda)
Limited to Tethyan under the placement described in Section 3.3 would be $157,923,020.
If all of the Tethyan Options are converted into Tethyan Shares during the Offer Period (including
the Mincor Options), the total amount that Atacama would be required to pay for Tethyan Shares
if it acquires all of the Tethyan Shares in which it or its Associates do not already have a relevant
interest is approximately $170,406,655. This amount is in addition to the $5 million payable by
El Tesoro (SPV Bermuda) Limited to Tethyan under the placement described in Section 3.3.
4.2 Intra-group arrangements
Atacama will fund the cash consideration payable under the Offers by using cash provided by El
Tesoro (SPV Bermuda) Limited and Antofagasta Minerals SA, both wholly owned subsidiaries of
Antofagasta PLC, through Atacama's immediate parent company, Alfa Estates (a wholly owned
subsidiary of Antofagasta PLC).
Antofagasta PLC has irrevocably and unconditionally undertaken to provide (or procure that Alfa
Estates or one or more other wholly owned subsidiaries of Antofagasta PLC provides) such funds
to Atacama as are necessary to fund the total cash consideration required to satisfy Atacama's
obligations under the Offers, together with amounts required to cover all transaction costs
associated with the Offers. The manner of funding is to be agreed between Atacama and the
Antofagasta Group company providing the funding.
In the event that no agreement is reached as to an alternative funding method, Antofagasta PLC
will procure that the funds will be provided by way of an unsecured loan to Atacama from Alfa
Estates, bearing interest at the rate, and repayable at such times, as may be specified by Alfa
Estates. There will be no conditions precedent to Atacama drawing down these funds. No
demand for repayment of the funds may be made to Atacama by Antofagasta PLC, Alfa Estates or
any other entity in the Antofagasta Group, during the period in which Atacama has an outstanding
obligation to make payment under the Offers.
4.3 Source of funds for Alfa Estates
Antofagasta PLC will provide these funds to Alfa Estates in a manner to be agreed between
Antofagasta PLC and Alfa Estates.
In the event that no agreement is reached as to an alternative funding method, Antofagasta PLC
will procure that the funds will be provided by way of an unsecured loan from Antofagasta PLC
page 17

to Alfa Estates, bearing interest at the rate, and repayable at such times, as may be specified by
Antofagasta PLC. There will be no conditions precedent to Alfa Estates drawing down these
funds. No demand for repayment of the funds may be made by Antofagasta PLC during the
period in which Atacama has an outstanding obligation to pay consideration under the Offers.
4.4 Source of funds for Antofagasta PLC
Antofagasta PLC will source these funds from its own internal cash reserves or the cash reserves
of one or more of its wholly owned subsidiaries.
As at the date of this Bidder's Statement, Antofagasta PLC and its wholly owned subsidiaries have
in excess of US$400 million in uncommitted cash reserves (approximately $540 million
Australian dollars based on an exchange rate of A$1:US$0.74). These funds are held on deposit
for Antofagasta PLC or one or more of its wholly owned subsidiaries.
Antofagasta PLC has confirmed to Atacama that it and its wholly owned subsidiaries together
have cash reserves on deposit with financial institutions significantly in excess of the maximum
amount payable by Atacama under the Offers, which can be made available to Alfa Estates and
Atacama (as described above) in sufficient time to enable Atacama to meet its obligations to pay
consideration under the Offers. In particular, El Tesoro (SPV Bermuda) Limited and Antofagasta
Minerals SA (both wholly owned subsidiaries of Antofagasta PLC) together hold funds in excess
of US$200 million (approximately $270 million Australian dollars based on an exchange rate of
A$1:US$0.74) in short term deposits with the following financial institutions:
Bank of Montreal, Royal Bank of Canada, Royal Bank of Scotland, BBVA New York, West LB
New York, Fortis Bank, Citibank New York and Calyon.
4.5 Hedging
There are no foreign exchange hedging arrangements in place in respect of the arrangements
described above. Antofagasta PLC has confirmed that funds will be provided to Atacama as
described above regardless of movements in exchange rates. Further, Antofagasta PLC has
confirmed that sufficient funds can be made available to Atacama as described above even in the
event of an adverse movement in relevant exchange rates.
page 18

5. Atacama's intentions for the business, assets and employees of
Tethyan
5.1 Introduction
Antofagasta PLC is one of the world's leading copper mining companies and has experience
developing large scale copper projects in remote areas. Antofagasta PLC sees Tethyan as a
natural complement to its existing businesses.
This Section 5 sets out Atacama's intentions in relation to:
(a)
(b)
(c)
the continuation of the business of Tethyan;
any major changes to be made to the business of Tethyan, including any redeployment of
the fixed assets of Tethyan; and
the future employment of the present employees of Tethyan,
on the basis of information concerning Tethyan and the circumstances affecting the business of
Tethyan that are known to Atacama at the date of this Bidder's Statement. Final decisions on
these matters will only be reached in the light of all material facts and circumstances at the
relevant time. Accordingly, the statements set out in this section are statements of current
intention only which may change as new information becomes available or circumstances change.
Antofagasta PLC's intentions concerning the business, assets and employees of Tethyan are the
same as the intentions of Atacama.
5.2 Review of business activities
At the end of the Offer Period, Atacama intends to undertake a strategic review of Tethyan's
operations to verify (or to identify any deviation from) Atacama's understanding of the facts,
information and circumstances concerning Tethyan’s activities, assets and employees. Atacama
will then determine how best to utilise and further develop Tethyan's business to optimise existing
assets and resources and/or redeploy staff where appropriate.
5.3 Intention upon acquisition of 90% or more of Tethyan Shares
This section sets out Atacama's intentions if it acquires 90% or more of the Tethyan Shares and is
entitled to proceed to compulsory acquisition of the outstanding Tethyan Shares.
(a)
Joint venture with Barrick
Under the agreement with Barrick (summarised in Section 7.4(e)) it is proposed that, upon
acquisition of 100% of Tethyan, Atacama will form a 50:50 joint venture with Barrick in
respect of Tethyan’s mineral interests in Pakistan. Barrick will also reimburse Atacama
for 50% of the acquisition cost of Tethyan. Atacama believes that the acquisition of
Tethyan and a partnership with Barrick is the best way to advance the further exploration
and possible development of the copper-gold resource at Reko Diq in Pakistan and to add
value to these mineral interests. Atacama considers that the combined financial resources
and mining and development skills of the Antofagasta Group and Barrick will position
them strongly to exploit the potential for Reko Diq to become a world-class copper-gold
mining project with significant flow-on benefits for all stakeholders, including regional
and national interests in Pakistan.
Atacama intends that if it acquires 100% of Tethyan it will enter into a 50:50 joint venture
arrangement with Barrick as anticipated by the Bid Support and Purchase Agreement. If
for some unforseen reason completion does not occur under the Bid Support and Purchase
Agreement with Barrick and Barrick and Antofagasta do not form a 50:50 joint venture
then Atacama will either remain a 100% owner of Tethyan or it will seek to introduce
another partner or partners yet to be identified.
page 19

(b)
Tethyan's board of directors
Atacama intends to appoint Atacama's nominees to the Tethyan Board and to replace
some or all of the existing board members. The identity of the nominees has not yet been
determined but Atacama expects that such nominees will include some of the directors of
Antofagasta PLC or Atacama (or both).
(c)
Financial reporting
Atacama intends to change Tethyan's financial year so that it ends on 31 December,
Antofagasta PLC's balance sheet date. Currently, Tethyan's financial year ends on 30
June.
(d)
Continued employment of Tethyan employees
Atacama intends that the majority of Tethyan’s employees based in Pakistan will continue
in their present role under Atacama’s ownership.
In respect of Tethyan’s Australian based employees, Atacama expects that following the
strategic review referred to in Section 5.2, a number of functions and overlapping business
areas may be identified and this could possibly lead to some employee redundancies
(which will be made in compliance with all applicable regulatory requirements and
contractual rights).
(e)
Alliance Agreement with BHP Billiton and Clawback Right
Antofagasta PLC will (in accordance with the terms of the BHP Billiton Deed) use its best
endeavours to either procure that Tethyan enters into a deed with BHP Billiton (in the
form prescribed in the BHP Billiton Deed) to terminate the Alliance Agreement (including
the Clawback Right) or give notice to BHP Billiton to require BHP Billiton to transfer and
assign to Antofagasta PLC (or its nominee being a wholly owned subsidiary) the whole of
BHP Billiton's right title and interest in the Alliance Agreement. For more detail on the
operation and effect of the BHP Billiton Deed, see Section 7.4(d). If Tethyan does enter
into a deed with BHP Billiton to terminate the Alliance Agreement, Antofagasta PLC
intends to provide Tethyan with the consideration payable to BHP Billiton either by way
of loan or by a subscription for shares in Tethyan.
(f)
De-listing
If Tethyan becomes a wholly owned subsidiary of Atacama, Tethyan will cease to be
listed on the ASX. In that case, there may be a number of company secretarial,
administrative functions and overlapping business areas that are no longer required. That
is likely to lead to some employee redundancies in Australia (which will be made in
compliance with all applicable regulatory requirements and contractual rights).
5.4 Additional intentions for Tethyan as a partly owned, controlled entity of
Atacama
Although Atacama is seeking to acquire all of the Tethyan Shares, the Offer is subject to several
conditions, including a 'minimum acceptance condition' that Atacama acquires relevant interests
in at least 90% of the Tethyan Shares (see clause 7 of Part 2 for the conditions of the Offer).
Consequently, if Atacama declares the Offer to be free from the conditions, including the
minimum acceptance condition, and does not acquire relevant interests in at least 90% of the
Tethyan Shares, it will not be entitled to use the compulsory acquisition procedures in the
Corporations Act to compulsorily acquire the outstanding Tethyan Shares and move to 100%
ownership of Tethyan. Atacama reserves its right to declare the Offer free from the 90%
minimum acceptance condition (or any other condition) without becoming entitled to
compulsorily acquire the Tethyan Shares, although it has no present intention to do so. This
section sets out Atacama's present intentions if it were to declare the Offer free from the 90%
page 20

minimum acceptance condition without becoming entitled to compulsorily acquire the Tethyan
Shares, but through acceptances of the Offer, gain effective control of Tethyan.
If Tethyan becomes a partly owned (as opposed to wholly owned) controlled entity of Atacama,
Atacama intends for Tethyan to maintain its listing, and the quotation of Tethyan Shares, on ASX,
but only while Tethyan meets the relevant requirements of the ASX. If Tethyan maintains its
listing, Atacama expects that it will need to maintain the employment of some or all Tethyan
employees performing company secretarial and other administrative functions in Australia to a
greater extent than would be the case if Tethyan was de-listed.
Additionally, Atacama intends to appoint Atacama's nominees to the Tethyan Board to constitute
a majority of the Tethyan Board. The number and identity of Atacama nominees will be
determined in due course, having regard to the interests of minority shareholders and the
principles of good corporate governance.
In these circumstances, Atacama's ability to implement its intentions will be subject to applicable
legal and regulatory requirements which may delay or affect the extent of their implementation.
These requirements include:
(a)
(b)
(c)
the law and the ASX Listing Rules, in particular in relation to related party transactions
and conflicts of interest;
the legal obligation of the board of directors of Tethyan to act in good faith in the best
interests of Tethyan and for proper purposes;
the exercise of its rights of general compulsory acquisition under Part6A.2 of the
Corporations act, for example as a result of acquisition of Shares in reliance of the '3%
creep' exception in item 9 of section 611 of the Corporations Act. If so, Atacama intends
to exercise its rights to the extent it is able to do so.
In circumstances where Atacama does not acquire a 100% interest in Tethyan, Antofagasta PLC
will decide at that time whether it will seek to procure Tethyan to enter into the deed with BHP
Billiton to terminate the Alliance Agreement, and provide Tethyan with the consideration payable
to BHP Billiton by way of loan or by a subscription for shares (having regard to the additional
regulatory requirements which may be applicable as outlined above), or whether it will give
notice to BHP Billiton to require it to transfer and assign to Antofagasta PLC (or its nominee
being a wholly owned subsidiary) the whole of BHP Billiton's right, title and interest in the
Alliance Agreement.
Any transactions between any member of the Antofagasta Group (on the one hand) and Tethyan
(on the other) required to effect those intentions (including the initiatives described in Section 5.2)
will be entered into on arm's length terms. In addition, if required by law or the ASX Listing
Rules, Atacama will seek any necessary approval of the remaining shareholders of Tethyan to
implement those steps.
The arrangements with Barrick to establish a 50:50 joint venture under the Bid Support and
Purchase Agreement come into operation upon Atacama acquiring 100% of Tethyan. Hence in
circumstances where Atacama acquires less than 100%, Atacama has no obligation to enter into a
joint venture with Barrick concerning the development of Reko Diq. If Atacama acquires control
of Tethyan (but less than 100%) Atacama may discuss with Barrick the possibility of entering into
differently structured arrangements to joint venture with Barrick in relation to the development of
Tethyan's interests in Pakistan, although Atacama has no intentions at the present time as to how
any such arrangement may be structured.
page 21

5.5 Business, assets and employees
Subject to the intentions referred to above, based on the information concerning Tethyan and the
circumstances affecting the business of Tethyan that are known to Atacama at the date of this
Bidder's Statement, it is the present intention of Atacama:
(a)
(b)
(c)
to continue the business of Tethyan;
not to make any major changes to the business of Tethyan nor to redeploy any of the fixed
assets of Tethyan; and
except as described in Sections 5.3(d) and 5.3(f), to continue the employment of Tethyan's
employees.
page 22

6. Australian tax considerations
6.1 Introduction
The following is a general description of the principal Australian income and capital gains tax
consequences for the registered holders of Tethyan Shares upon the disposal of their shareholding
to Atacama. The individual circumstances of each shareholder may affect the taxation
implications of the investment of that shareholder. Shareholders should seek appropriate
independent professional advice that considers the taxation implications in respect of their own
specific circumstances.
The following description is based upon the law in effect at the date of this Bidder’s Statement,
but it is not intended to be an authoritative or complete statement of the law applicable to the
particular circumstances of every registered holder of Tethyan Shares. In particular, the registered
holders of Tethyan Shares should be aware that the levels and bases of taxation can change and
that where reference is made to tax concessions, this is to tax concessions as currently applying.
It is recommended that registered holders seek independent professional advice in relation to their
own particular circumstances.
Any persons who may be subject to tax in any jurisdiction outside Australia should obtain
independent professional advice on their particular circumstances.
The income tax implications outlined below are relevant to registered holders who hold their
Tethyan Shares as capital assets for the purposes of investment and who do not hold their Tethyan
Shares as trading stock, as part of a profit-making undertaking or scheme, or otherwise on revenue
account. This Section 6 in particular does not address in detail the tax considerations applicable
to persons holding Tethyan Options (other than Tethyan Options which are exercised to receive
Tethyan Shares prior to the closing date of this Offer where those Tethyan Shares are disposed of
to Atacama under this Offer, see Section 6.3 for further details), or registered holders that may be
subject to special rules, such as banks, insurance companies, tax exempt organisations, trusts,
superannuation funds, dealers in securities or registered holders who change their tax residence
while holding Tethyan Shares.
6.2 Capital gains tax (CGT) implications
For CGT purposes, a “CGT event” will occur when you dispose of your Tethyan Shares to
Atacama. This should take place on the date the Offer is accepted by you. Any capital gain or
loss from the CGT event will be determined by comparing the total consideration that you receive
for your Tethyan Shares in accordance with clause 2.1 of Part 2 (Total Price) with the CGT cost
base or reduced cost base of your Tethyan Shares.
The cost base or reduced cost base of your Tethyan Shares should broadly equal the money you
paid or were required to pay to acquire your Tethyan Shares plus any incidental costs incurred in
acquiring and disposing of the shares. Shareholders holding Tethyan Shares received as a
consequences of the de-merger from Mincor should obtain separate tax advice specific to their
situation, however, generally, these shareholders will have been required for CGT purposes to
apportion the cost base of their Mincor shares across their Mincor shares and their Tethyan
Shares.
Where your Tethyan Shares were acquired before 21 September 1999, the cost base of your shares
may be increased for indexation based on the CPI movement from the date of acquisition to
30 September 1999. This indexation automatically applies to corporate shareholders that have
held their Tethyan Shares for at least 12 months. If you are an individual, a trust or a complying
superannuation fund and you have held your Tethyan Shares for at least 12 months, you have the
option of either applying the cost base indexation up to 30 September 1999 or the CGT discount
(refer to Section 6.2(a) below) in calculating your capital gain from the disposal of your Tethyan
Shares. Shareholders holding Tethyan Shares received as a consequence of the de-merger from
page 23

Mincor should obtain separate tax advice specific to their situation. However, generally those
shareholders, who made the appropriate roll-over relief election to defer CGT on the de-merger,
will be regarded as holding their Tethyan Shares from the time they acquired the relevant Mincor
shares for the purposes of calculating CGT discount or indexation.
You will make a capital gain from the disposal of your Tethyan Shares to Atacama if the Total
Price you received exceeds the cost base or, if applicable, the indexed cost base of your Tethyan
Shares.
Conversely, you will make a capital loss if the reduced cost base of your Tethyan Shares exceeds
the Total Price you received.
The tax treatment of your capital gain or capital loss arising from the disposal of your Tethyan
Shares depends on whether or not you are an Australian resident for taxation purposes:
(a)
(b)
Australian residents
You may be entitled to the CGT discount if:
(i)
(ii)
(iii)
you are an Australian resident individual, trust or complying superannuation fund;
you have held your Tethyan Shares for at least 12 months; and
you make a capital gain from the disposal of your Tethyan Shares.
The CGT discount is available only if you do not choose to apply indexation (refer above)
in calculating your capital gain on the disposal of your Tethyan Shares.
The CGT discount will result in:
(i)
(ii)
50% of your capital gain being assessable, if you are an individual or a trust; or
67% of your capital gain being assessable, if you are a complying superannuation
fund.
Please note that any capital losses you have will be applied against the gross capital gain
before the CGT discount is applied.
No CGT discount is available for companies.
If you make a capital loss from the disposal of your Tethyan Shares, that capital loss may
only be offset against your future assessable capital gains (before taking into account the
CGT discount, if applicable).
Non-Australian residents
Capital gains or capital losses made by registered holders of Tethyan Shares who are non-
Australian residents for Australian tax purposes and who (together with their associates)
hold less than 10% of the issued Tethyan Shares (by value at any time during the five
years prior to this disposal) will be disregarded.
Non-Australian resident registered holders of Tethyan Shares who (together with their
associates) hold 10% or more of the issued Tethyan Shares (by value at any time during
the five years prior to this disposal) will be subject to CGT and should seek independent
professional advice.
page 24

6.3 Option holders who exercise their Tethyan Options and accept the Offer
For those Tethyan Optionholders who hold their Tethyan Options on capital account, and exercise
those Tethyan Options to receive Tethyan Shares, no capital gain or loss will arise from the
exercise of the Tethyan Options. The effect of the exercise of that Tethyan Option is that the
Option will be regarded as having been merged into the Tethyan Share received. The cost base of
the Tethyan Share for CGT purposes will be the amount, if any, paid for the Option, plus the
amount paid on the exercise of the Option. The CGT Treatment for the Tethyan Optionholder
will then be as outlined in the Section 6.2 above.
It is important to note, however, that for the Tethyan Optionholders, the 12 month holding period
for the discount on the capital gains tax starts when the Options are exercised and the Tethyan
Shares are received, not when the Options were granted. For this reason, it is unlikely that the
discount CGT treatment outlined in Section 6.2 above will be applicable to gains arising from the
disposal of the Tethyan Shares acquired as a result of the exercise of Options that are currently on
issue.
Option holders who hold Options issued under the Employee Share Option Plan may have
different taxation implications if they have not previously made the election to be taxed on the
value of the Options at the date of issue. These Option holders are encouraged to seek specific
independent professional advice in relation to their individual position.
In any event, Atacama encourages all Tethyan Optionholders to seek independent professional
advice in relation to their own particular circumstances.
6.4 Stamp duty and the goods and services tax (GST)
No stamp duty or GST is payable by you on the sale of your Tethyan Shares to Atacama pursuant
to the Offer.
page 25

7. Additional information
7.1 Compulsory Acquisition
(a)
Post bid compulsory acquisition provisions
If Atacama becomes entitled to compulsorily acquire Tethyan Shares under section 661A
of the Corporations Act, Atacama will give notices to compulsorily acquire any
outstanding Tethyan Shares in accordance with section 661B of the Corporations Act.
Atacama may compulsorily acquire all outstanding Tethyan Shares at the Offer Price
under these provisions if, during or at the end of the Offer Period Atacama and its
Associates have relevant interests in at least 90% (by number) of Tethyan Shares.
Holders of Tethyan Shares covered by a compulsory acquisition notice under Part 6A.1
may apply to the court for an order that the Tethyan Shares not be compulsorily acquired.
The court may only make such an order if it is satisfied that the consideration is not fair
value for the securities.
(b)
General compulsory acquisition provisions
If Atacama becomes entitled to compulsorily acquire Tethyan Shares and Tethyan Options
under section 664A of the Corporations Act, Atacama will give notices to Tethyan
Shareholders and Tethyan Option holders to compulsorily acquire any outstanding
Tethyan Shares and Tethyan Options in accordance with section 664C of the Corporations
Act.
Atacama will be able to compulsorily acquire all outstanding Tethyan Shares and Tethyan
Options under Part 6A.2 of the Corporations Act if Atacama's voting power in Tethyan is
at least 90% and Atacama (either in its own right or through related bodies corporate)
acquires full beneficial interests in at least 90% (by value) of the aggregate of all Tethyan
Shares and Tethyan Options and:
(i)
(ii)
lodges a compulsory acquisition notice with ASIC in accordance with section
664C(2)(a) within 6 months of achieving that 90% holding (and despatches the
notice to Tethyan security holders by the following business day); and
obtains a report of an expert stating whether, in the expert's opinion, the terms
proposed in the notice give fair value for the securities covered.
Tethyan security holders whose Tethyan securities are covered by the compulsory
acquisition notice are entitled to object to the acquisition by signing an objection form and
returning it to Atacama. If more than 10% of the holders of securities covered by the
notice object, Atacama will need court approval before the acquisition can proceed.
7.2 Tethyan Options
Based on documents lodged by Tethyan with ASX (in particular the Appendix 3B lodged on
2 March 2006 and Tethyan's 2005 Annual Report) Options on issue fall into three categories, as
follows:
• 'Seed Options' issued to seed investors in Tethyan;
• 'Executive Options' issued to directors of Tethyan prior to Tethyan's listing on ASX; and
• 'Employee Options' issued to Tethyan employees under Tethyan's Employee Share Option
Plan.
page 26

Following is a summary of the Options currently on issue:
Number of options Exercise price Expiry date
Seed Options
20,157,566 15 cents 30 April 2008
Executive options
1,500,000 36 cents 17 October 2008
Employee options
1,800,000 36 cents 26 October 2008
1,500,000 50 cents 26 October 2008
100,000 63 cents 15 March 2009
250,000 70 cents 21 December 2009
250,000 70 cents 10 April 2010
(a)
Seed Options
(i)
(ii)
Antofagasta PLC has entered into the Pre-Bid Agreement described in Section
7.4(c) in relation to 12,557,566 Seed Options held by Mincor.
To the extent the Seed Options are not exercised, Atacama currently intends to
seek to acquire outstanding Seed Options, or to have Tethyan procure the
cancellation of the outstanding Seed Options, at a price equal to the value derived
by subtracting the exercise price of those Seed Options from the Offer Price.
(b)
Executive and Employee Options
(i)
(ii)
To the extent the Executive Options and Employee Options are not exercised,
Atacama currently intends to seek to have Tethyan procure the cancellation of the
Executive Options and Employee Options, at a price equal to the value derived by
subtracting the exercise price of each Executive Option or Employee Option from
the Offer Price.
ASX Listing Rule 6.23.2 prevents the cancellation of options in a listed company
for consideration without shareholder approval. Tethyan has made application to
ASX for a waiver of Listing Rule 6.23.2 to allow cancellation of these Options
without the need to seek the approval of Tethyan Shareholders.
7.3 Regulatory approvals
As Atacama is a foreign person under the Foreign Acquisitions and Takeovers Act (Cth) 1975, the
Offer and any contract formed on the acceptance of the Offer are conditional on FIRB approval.
Additionally, certain approvals are required under the laws of Pakistan to transfer the Regional
Interests (other than RL 7) to Tethyan, as successor to BHP Billiton.
Other than these approvals, there are no regulatory approvals that Atacama needs to obtain before
acquiring further Tethyan Shares pursuant to this Offer.
7.4 Agreements related to the Offer
(a) Implementation Agreement
Antofagasta PLC has entered into an Implementation Agreement with Tethyan with the
following key terms:
page 27

(i)
(ii)
(iii)
(iv)
(v)
(vi)
The Heads of Agreement, Original Deed of Undertaking and Original Termination
Deed relating to the Original Proposal were terminated when the Implementation
Agreement was entered into.
Antofagasta PLC has agreed not exercise any rights it has under the BHP Billiton
Deed (see further in Section 7.4(d) below) to require the assignment to it of the
rights of BHP Billiton under the Alliance Agreement (Assignment Rights) while
the Offer remains conditional on any one or more of Conditions (d), (e), (f), (h)
and (k) (as set out in clause 7 of Part 2).
Antofagasta PLC agrees to make offers to Tethyan Shareholders, as follows:
(A)
(B)
(C)
(D)
the offer price will be $1.20 for each Tethyan share.
Antofagasta PLC or its wholly owned subsidiary must make offers to all
Tethyan Shareholders (in respect of their Tethyan Shares) on the terms of
the Implementation Agreement.
Any offer will be subject to the Conditions, which may be waived by
Atacama. Atacama may vary the Conditions of the Offer, so long as they
are not materially less favourable to Tethyan Shareholders than those in
the Implementation Agreement.
Subject to any extensions by Atacama or which arise automatically under
the Corporations Act, the Offer Period will be for one month.
Upon Atacama's request, Tethyan must use its best endeavours to assist Atacama
in reaching agreement with Tethyan Optionholders (other than Mincor) to cancel
or transfer their Tethyan Options (to the extent not exercised) to Atacama at a
price equal to the difference between the Offer Price and the exercise price of the
Tethyan Options.
Each member of the Tethyan Board intends to recommend acceptance of the
Offer, in the absence of a Superior Offer. For this purpose, a 'Superior Offer'
means a Competing Proposal (defined in Section 7.4(b)(vi) below) which the
Tethyan Board has determined is a superior proposal in accordance with the terms
of the Deed of Undertaking (see Section 7.4(b)(ii) below). Tethyan must give
Atacama the right to match any Competing Proposal before it can recommend that
Competing Proposal instead of the Offer (see Section 7.4(b)(iii) below).
If each of the following are satisfied at the end of the Offer Period;
(A)
(B)
(C)
(D)
Antofagasta PLC exercises its Assignment Rights and the assignment is
completed (whether before or after the end of the Offer Period);
the Offer is not declared free of all Conditions;
any Conditions remaining at the end of the Offer Period are not satisfied;
Antofagasta PLC does not have more than 50% of the shares in Tethyan
and no other person or their associates has a shareholding of more than
15% of the shares in Tethyan (on a fully diluted basis),
then for a period of 45 days following completion of the assignment of the
Assignment Rights, Antofagasta PLC agrees to use its best endeavours to
negotiate and enter into a 50/50 joint venture agreement with Tethyan consistent
with the principles set forth in the Heads of Agreement relating to the Original
Proposal pursuant to which (i) Tethyan would contribute its Regional Interests to
the joint venture; (ii) Antofagasta PLC would contribute its acquired rights under
the Alliance Agreement; and (iii) other sole funding and/or cash payment
arrangements would be agreed.
page 28

(vii)
(viii)
(ix)
(x)
(xi)
(xii)
(xiii)
Tethyan agrees that during the Offer Period it will not commence a bankable
feasibility study on a Significant Mineralised Occurrence (as defined in the
Alliance Agreement which is summarised in Section 7.5 below)).
Tethyan agrees that until the earlier of the end of the Offer Period and the
payment of any break fee (see Section 7.4(b)(iv) below):
(A)
(B)
(C)
Tethyan and Antofagasta PLC will co-operate and provide assistance to
each other to complete the Offer, including (without limitation) Tethyan
providing Antofagasta PLC with information on Tethyan;
Tethyan must not release any obligation of any person that prevents or
restricts the ability of the person to acquire Tethyan Shares unless that
person has announced a Superior Offer; and
Tethyan must not make any public announcement or disclosure in relation
to the Offer other than in a form approved by Antofagasta PLC.
Atacama and Tethyan will prepare the formal bid and response documents.
Tethyan must prepare a Target's Statement in response to the Offer and in
accordance with the Corporations Act which includes:
(A)
(B)
an unqualified and unanimous recommendation by the Tethyan Board to
Tethyan Shareholders to accept the Offer in respect of all of their Tethyan
Shares, in the absence of a Superior Offer; and
a statement by each Tethyan Director that the director will accept the Offer
in respect of the Tethyan Shares held by that director or any associate of
that director in the absence of a Superior Offer.
Tethyan agrees that the Bidder's Statement may be sent to Tethyan Shareholders
on the day which is 3 days after the day on which the Bidder's Statement is served
on Tethyan, or within 28 days after that day, unless Tethyan agrees to an earlier
despatch.
Until the earlier of the end of the Offer Period and the payment of any break fee
(see Section 7.4(b)(iv) below), Tethyan must provide Antofagasta PLC with
reasonable access to the management, offices, books, records and business
operations of Tethyan.
Antofagasta PLC agrees to use all reasonable endeavours to obtain all regulatory
approvals required for the Offer.
Until the earlier of the end of the Offer Period and the payment of any break fee
(see Section 7.4(b)(iv) below), Tethyan:
(A)
(B)
(C)
and its related bodies corporate covenant that business will be conducted in
the ordinary and proper course;
undertakes that none of the Prescribed Occurrences listed in Condition (j)
(in Clause 7 of Part 2) will occur in respect of Tethyan or a subsidiary of
Tethyan;
undertakes that neither Tethyan or any related body corporate of Tethyan
will:
(I)
(II)
incur or enter into any agreement or commitment involving any
commitment or liability in excess of US$1 million in aggregate or
any other material agreement;
make or agree any material modifications to the terms and
conditions of, or waive, transfer, dispose or terminate any material
page 29

ights under, or apply for a mining lease or mineral deposit
retention licence in respect of, any of the Regional Interests or
offer to do any of the foregoing;
(III)
(IV)
enter into any encumbrance over any or all of the Regional
Interests or offer to agree to do so; or
breach or fail to comply with any of its articles or other
organisational documents, or applicable laws, except for breaches
or failures that individually or in aggregate would not result in a
material adverse effect.
(b)
Deed of Undertaking
Antofagasta PLC entered into a Deed of Undertaking with Tethyan on 15 February 2006
with the following key terms:
(i)
(ii)
Until the earlier of the day after the end of the Offer Period and the payment of
any break fee (see Section 7.4(b)(iv) below), Tethyan has agreed to
(A)
(B)
(C)
(D)
(E)
(F)
immediately suspend any and all existing negotiations or discussions in
respect of any Competing Proposal (defined in Section 7.4(b)(vi) below);
not (and ensure that its related parties do not) directly or indirectly solicit,
invite, facilitate or encourage any enquiries negotiations or discussions
with a view to obtaining an expression of interest, proposal or offer in
relation to a Competing Proposal;
not (and ensure that its related parties do not)negotiate or enter into or
participate in negotiations or discussions in relation to a Competing
Proposal, even if the Competing Proposal is not solicited by Tethyan or
publicly announced;
not (and ensure that its related parties do not)solicit, invite, facilitate or
encourage any party (other than Antofagasta PLC) to undertake due
diligence investigations in relation to Tethyan;
not (and ensure that its related parties do not)make available to any person
or permit any person to receive any non-public information relating to
Tethyan (without limiting Tethyan's ability to provide information in the
ordinary course to ratings agencies, any Governmental Agencies whether
in Australia or Pakistan or elsewhere, ASX or Tethyan's auditors); and
immediately notify Antofagasta PLC of any approach or attempt to initiate
discussions or negotiations regarding a Competing Proposal or if it
proposes to provide information as described in paragraph 7.4(b)(i)(E).
The restrictions described in Sections 7.4(b)(i)(A), 7.4(b)(i)(C) and 7.4(b)(i)(E)
above do not prevent Tethyan from taking or refusing to take any action with
respect to a bona fide Competing Proposal provided that (among other things) the
Tethyan Board has determined in good faith, acting reasonably after taking advice:
(A)
(B)
that the Competing Proposal could be reasonably considered to be a
superior Competing Proposal; and
failing to respond to the Competing Proposal will more likely than not
constitute a breach of the Tethyan Board's fiduciary or statutory
obligations,
or from requesting further information about a Competing Proposal in order to
enable it to make a determination of the kind referred to in this paragraph.
page 30

(iii)
(iv)
(v)
(vi)
If Tethyan receives a Competing Proposal that the Tethyan Board considers may
be a superior proposal it must immediately notify Atacama of the terms of that
proposal and must allow Atacama at least 3 business days to propose terms to vary
its Offer to match or better the new proposal, and if Atacama does submit such a
revised proposal which the Tethyan Board acting reasonably considers to match or
better the new proposal, then Tethyan will recommend the revised Atacama
proposal instead of the new proposal.
A break fee of $1.9 million (exclusive of GST) will be payable to Antofagasta
PLC in the event of certain circumstances occurring and the Offer is not successful
(set out further below). The break fee is intended to compensate Antofagasta PLC
for advisory costs and out of pocket expenses that it incurs in relation to the Offer,
costs of management time and reasonable opportunity costs it incurs in pursuing
the Offer or not pursuing other alternative initiatives. The fee represents
approximately 1% of the market capitalisation of Tethyan at the Offer Price
(assuming that all Tethyan Options on issue are exercised). In the Deed of
Undertaking Tethyan acknowledges the requirement to pay the break fee to be fair
and reasonable in order to secure the significant benefits to Tethyan and its
Shareholders resulting from the Offer.
In summary, the break fee will be payable if any of the following occurs on or
before the earlier of the day after the end of the Offer Period and the payment of
any break fee (see Section 7.4(b)(iv) above):
(A)
(B)
(C)
(D)
(E)
(F)
a Competing Proposal is announced and at that time a person (other than
Antofagasta PLC or its related entities) either enters into a transaction, or
varies the terms of an existing transaction, falling within the definition of
Competing Proposal or acquires Control of or merges or amalgamates with
Tethyan or any of its related entities;
a person other than Antofagasta PLC or any of its related entities
(including any consortia to which they are a member) obtains Control of
Tethyan;
any director of Tethyan recommends against, qualifies or withdraws his
recommendation or support of the Offer or publicly recommends or
promotes a Competing Proposal;
a material adverse change occurs as a result of an act or omission of
Tethyan and arises from an event which occurred before the announcement
of the Offer but which is announced after that date and was not previously
disclosed to Antofagasta PLC;
Tethyan is in material breach of the Deed of Undertaking or the
Implementation Agreement and, if the breach is remediable, which breach
has not been remedied after Atacama has given notice requiring it to be
remedied; or
there is a breach of the 'no material acquisitions, disposals or
commitments' or 'no prescribed occurrences' Conditions and the breach of
that condition has not been waived.
For the purposes of the Deed of Undertaking, a Competing Proposal is any
expression of interest, proposal, offer or transaction by any person (other than
Antofagasta PLC or any of its related entities) (including any consortia to which
they are a member) to consider or enter into any transaction or improving the
terms of an existing transaction which is similar to the Offer or any other
transaction under which:
page 31

(A)
(B)
Tethyan or any of its subsidiaries disposes of (or agrees or offers to
dispose of) an interest in one or more assets which make up its Regional
Interests; or
is a transaction falling within any of (I), (II) or (III) below:
(I)
(II)
(III)
any person acquiring directly or indirectly any interest in all or a
substantial part of the business or assets of Tethyan or any of its
related entities;
any person otherwise acquiring Control of, or merging or
amalgamating with, Tethyan or any of its related entities, including
by way of takeover bid, scheme of arrangement or capital
reduction, including the Skafell Offer if its terms have become
more favourable to Tethyan Shareholders than they were at the
date of the Deed of Undertaking; or
Tethyan implementing any reorganisation of capital or dissolution.
(c)
Pre-bid acceptance agreement
Antofagasta PLC has entered into a Pre-bid Agreement with Mincor Resources NL
(Mincor) with the following key terms:
(i)
(ii)
(iii)
Provided that the Offer is declared unconditional and the Pre-Bid Agreement has
not been terminated, Mincor will either:
(A)
(B)
transfer to Antofagasta PLC, or its nominee, 12,557,566 options held by
Mincor (Mincor Options) for a price equal to the difference between the
exercise price for each option (being $0.15) and the price per share payable
under the Offer at the end of the Offer Period; or
exercise the Mincor Options and accept the Offer in respect of the Tethyan
Shares issued on the exercise of the Mincor Options.
Mincor undertakes not to deal with the Mincor Options or any Tethyan Shares
issued on the exercise of the Mincor Options until the termination of the Pre-bid
Agreement and not to exercise any Mincor Options if to do so would be in breach
of Chapter 6 of the Corporations Act.
The Pre-bid Agreement will terminate if:
(A)
(B)
the Offer does not become unconditional within 3 months following the
despatch of the Offers to Tethyan Shareholders; or
a third party takeover bid for all Tethyan Shares which offers higher
consideration is announced before the date on which Atacama gives notice
to ASX pursuant to section 630(3) of the Corporations Act (Publication
Date), and that offer is recommended by the Tethyan Board, and Atacama
does not announce an increase in its Offer Price to at least match the
higher offer price by the earlier of:
(I)
(II)
(III)
5.00pm Perth time on the second business day after the Publication
Date; and
5 hours before the last time by which Mincor can accept the third
party bid in respect of any Tethyan Shares issued on the exercise of
the Mincor Options; and
5 hours before the last time by which Mincor can accept the
competing proposal in respect of the Mincor Options or is required
to transfer or cancel those options under the competing proposal.
page 32

(iv)
If a third party bid which offers higher consideration is announced before the end
of the Offer Period, and that offer is recommended by the Tethyan Board, and the
third party bid becomes unconditional, Antofagasta PLC will pay Mincor an
amount equal to the difference between the price per share offered under the third
party bid and the Offer Price under Atacama's bid for each Mincor Option or
Tethyan Share issued on the exercise of a Mincor Option which has been
transferred to Antofagasta PLC.
(d)
BHP Billiton Deed
Tethyan and BHP Billiton are parties to the Alliance Agreement. A summary of the
Alliance Agreement, and the Clawback Right contained in that agreement, is included in
Section 7.5 below.
On 23 December 2005 Tethyan and Antofagasta PLC announced the Original Proposal.
In connection with the Original Proposal, BHP Billiton, Antofagasta PLC and Tethyan
entered into the Original Termination Deed under which the parties agreed, subject to a
number of conditions precedent, to terminate the Alliance Agreement (including the
Clawback Right) in exchange for the payment by Tethyan to BHP Billiton of US$50
million. The conditions precedent contained in the Original Termination Deed were not
satisfied before the announcement of the Offer.
Upon the announcement of the Offer, the agreements between Antofagasta PLC, Tethyan
and BHP Billiton in relation to the Original Proposal terminated (with some limited
exceptions) pursuant to the Implementation Agreement and a further tripartite deed
entered into between the parties, thereby facilitating Antofagasta PLC and BHP Billiton
entering into the BHP Billiton Deed described below.
As a result of the termination of the Original Proposal, BHP Billiton became entitled to
assign its interests under the Alliance Agreement without the consent of Tethyan provided
that the assignee has sufficient financial and operational capacity to meet its obligations
under the Alliance Agreement.
Antofagasta PLC and BHP Billiton have now entered into the BHP Billiton Deed made on
15 February 2006 with the following key terms:
(i)
(ii)
(iii)
BHP Billiton agrees to use its best endeavours to take certain steps to facilitate and
complete the transfer of the BHP Billiton Interests to Tethyan (or a nominee
approved by Antofagasta PLC).
Upon the Offer becoming unconditional and Atacama acquiring voting power of
more than 50% in Tethyan (Control Condition), Antofagasta PLC will use its
best endeavours to procure that Tethyan enters with BHP Billiton into a deed that
terminates the Alliance Agreement, that deed being in a prescribed form. When
the deed is entered into and the BHP Billiton Interests have been transferred to
Tethyan, the Alliance Agreement terminates in exchange for the payment of
US$60 million from Tethyan to BHP Billiton (plus interest and other expenses in
certain circumstances) (Compensation Amount). If the BHP Billiton Interests
have not been transferred by the earlier of 180 days after the Control Condition is
satisfied and 14 June 2007, and Antofagasta PLC does not elect to pay the
Compensation Amount to BHP Billiton, the deed terminates and the benefit and
control of the Clawback Right revert to BHP Billiton.
If Tethyan has not entered the deed terminating the Alliance Agreement by the
earlier of 180 days after the Control Condition is satisfied and 15 June 2007, BHP
Billiton is entitled to require Antofagasta PLC (or its nominated related body
corporate) to take a transfer of BHP Billiton's rights and obligations under the
page 33

Alliance Agreement. If BHP Billiton makes this election, Antofagasta PLC must
pay BHP Billiton the Compensation Amount (Put Option).
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
Alternatively, Antofagasta PLC has the right to acquire the whole of BHP
Billiton's right, title and interest in the Alliance Agreement for the Compensation
Amount at any time until the Offer lapses, closes or is withdrawn (Call Option)
(see also Section 7.4(a)(ii) in relation to Antofagasta PLC's obligations in this
regard).
BHP Billiton undertakes not to exercise the Clawback Right or (except where
Tethyan decides to commence a bankable feasible study on a 'significant
mineralised occurrence') its right to assume operation and sole funding of a
'significant mineralised occurrence' and agrees certain other restrictions on its
rights in respect of the Alliance Agreement.
BHP Billiton agrees not to:
(A)
(B)
engage in discussions or communications with, or provide information to,
any person other than Antofagasta PLC (or Tethyan in the course of
dealings contemplated by the BHP Billiton Deed) concerning any
transaction involving any dealing with the Regional Interests or the
Clawback Right or any rights of BHP Billiton in relation thereto; or
announce a takeover bid for Tethyan or lodge with ASIC a bidder's
statement relating to a takeover bid for Tethyan.
BHP Billiton gives certain warranties in relation to matters in connection with the
Alliance Agreement and the BHP Billiton Interests.
The agreement terminates in certain specified circumstances, including where:
(A)
(B)
(C)
except where Antofagasta PLC has exercised its Call Option, the Offer
lapses or is withdrawn in circumstances where the Control Condition has
not been satisfied; or
except where Antofagasta PLC has exercised its Call Option, the Control
Condition has not been satisfied by 14 February 2007; or
the deed referred to in Section 7.4(d)(ii) terminates.
A break fee of US$5 million is payable by Antofagasta PLC to BHP Billiton in
certain circumstances, including those described in Section 7.4(d)(viii)(A) and (B)
above.
(e)
Bid support and purchase agreement
On 14 February 2006 Antofagasta PLC entered into a Bid Support and Purchase
Agreement with Barrick with the following key terms:
(i)
Antofagasta PLC agrees to:
(A)
(B)
(C)
consult with Barrick regarding any changes to the Offer Price;
use best efforts to make applications for regulatory approvals, keeping
Barrick informed of progress;
(in addition to the covenant referred to in Section 7.4(e)(iii)(B) below) not
make a takeover bid in respect of equity or voting securities in Tethyan
(Tethyan Securities), other than the Offer or any compulsory acquisition
under Chapter 6A of the Corporations Act of the remaining Tethyan
Shares and Tethyan Options following the close of the Offer, if it becomes
entitled to do so (Compulsory Acquisition);
page 34

(ii)
(iii)
(D)
(E)
(F)
(G)
share with Barrick on a 50/50 basis any break fee payable to Antofagasta
PLC under the Deed of Undertaking (see Section 7.4(b)(iv) above);
establish a company that will become a 50:50 joint venture company after
the takeover bid (JV Co);
from the date Atacama's nominees form a majority of Tethyan's Board to
the earlier of termination or withdrawal of the Offer and 31 December
2007 (Termination Date):
(I)
(II)
cause Tethyan to continue to conduct its business in respect of the
Reko Diq Project and its other assets in the ordinary course of
business; and
subject to legal duties, fiduciary duties and contractual provisions,
provide Barrick with access to information on Tethyan's assets and
not make any material decisions relating to Tethyan's assets
without Barrick's consent; and
not make any disclosure concerning Barrick or of information supplied by
Barrick for inclusion in its Offer documents except with Barrick's consent.
Barrick agrees to:
(A)
(B)
use best efforts to make applications for regulatory approvals (if required)
and provide Antofagasta PLC with such information, documents and other
assistance it requests for inclusion in its Offer documents, and in
connection with preparing and submitting regulatory applications and
approvals; and
(in addition to the covenant referred to in Section 7.4(e)(iii)(B) below) not
enter into any merger, amalgamation, takeover bid or similar transaction
with or involving Tethyan.
Each party agrees:
(A)
(B)
(C)
to cooperate and use best efforts to ensure the success of, and do all things
necessary to give effect to, the transactions contemplated under the Bid
Support and Purchase Agreement (including in preparing and submitting
regulatory applications) and neither party may do anything to impair the
likelihood of those transactions becoming effective;
not to, without the other party's consent, solicit, initiate, discuss, negotiate
or participate in, or enter into an agreement, commitment or understanding
to do or participate in:
(I)
(II)
(III)
any acquisition of Tethyan Securities (or securities convertible into
Tethyan Securities);
any acquisition or lease of, or joint venture arrangement for, any
assets in Tethyan; or
any transaction seeking control of the management or board of
directors of Tethyan or its affiliates,
excluding, in the case of Atacama, the Offer and Compulsory Acquisition;
to share Joint Expenses on a 50/50 basis. "Joint Expenses" includes all
fees and disbursements paid to advisors, and all other out-of-pocket costs
and expenses reasonably incurred, in connection with the Bid Support and
Purchase Agreement and completion of the contemplated transactions, and
any break fee payable by Antofagasta PLC to BHP Billiton under the BHP
page 35

Billiton Deed. However, if Atacama acquires a majority of Tethyan
Shares under the Offer and Barrick's acquisition of shares in JV Co (see
Section 7.4(e)(iii)(D) below) is not completed before the Termination Date
for any reason other than default by Barrick, Antofagasta PLC will be
responsible for all Joint Expenses;
(iv)
(v)
(D)
(E)
(F)
that, if the Offer is successful and Atacama acquires 100% of Tethyan's
shares and options:
(I)
(II)
(III)
(IV)
(V)
(VI)
Barrick or a subsidiary of Barrick will acquire 50% of the shares in
JV Co subject to the satisfaction or waiver (as the case may be) of
certain conditions to completion of such acquisition;
Barrick will, by virtue of its 50% shareholding in JV Co, hold
indirectly a 50% interest in Tethyan Shares and / or Tethyan's
assets, including all assets, rights, licences and permits held by
Tethyan (directly or indirectly) in Pakistan, a 50% indirect interest
in the Clawback Right (see Section 7.5), and any new licences,
permits or authorisations issued to Antofagasta PLC or Tethyan in
respect of existing Tethyan assets;
the purchase price for Barrick's acquisition of 50% of the shares in
JV Co will be 50% of the aggregate amount paid by Atacama for
100% of Tethyan's shares and options, plus any amount paid by
Antofagasta PLC to BHP Billiton for the Clawback Right, and
interest on those amounts;
the parties will use best efforts to satisfy the conditions to
completion;
if the conditions to completion have not been satisfied before
completion, either party may terminate the Bid Support and
Purchase Agreement, except certain provisions (such as
exclusivity, Joint Expenses and indemnities); and
if completion does not occur by the earlier of, in the case of no
Tethyan Share having been acquired under the Offer, the Close of
the Offer, and the Termination Date (which can be extended once),
Antofagasta PLC's obligations to sell, and Barrick's obligations to
purchase, 50% of the shares in JV Co terminate;
to negotiate a shareholders agreement to govern the business and affairs of
JV Co. Provisions include pre-emptive rights, and restrictions on either
party disposing of its interest in JV Co for the first 12 months following
Barrick's acquisition of its 50% interest in JV Co without the other party's
consent; and
generally speaking, to make certain representations and warranties to the
other party, and to indemnify the other party for any breach of the
agreement. The Bid Support and Purchase Agreement sets out provisions
as to the process for dealing with claims under the indemnity.
If either party breaches the Bid Support and Purchase Agreement in a material
respect, the other party may terminate the agreement except for certain provisions.
The covenants referred to in Section 7.4(e)(iii)(B) above have effect from the date
of the Bid Support and Purchase Agreement to:
(A)
in the case of Antofagasta PLC, the earlier of:
page 36

(I)
(II)
12 months after the termination or withdrawal of the Offer; and
Atacama's nominees comprising a majority of Tethyan's board of
directors; and
(B)
in the case of Barrick, 12 months after the termination or withdrawal of the
Offer.
(vi)
The conditions to completion of Barrick's acquisition from Antofagasta PLC of
50% of the shares in JV Co include:
(A)
(B)
(C)
(D)
(E)
Atacama having acquired all Tethyan Shares;
all regulatory approvals, relief, orders and consents, of which the failure to
make, give or obtain, would have a material adverse effect on a party,
having been made, given or obtained;
from 31 December 2005 to the date the Offer becomes unconditional, there
being no event, matter, change or condition that has or could reasonably be
expected to have a material adverse effect on Tethyan;
JV Co having been incorporated and organised, and all Tethyan Shares and
Tethyan Options, assets and the Clawback Right (if any) having been
conveyed to JV Co; and
the parties having executed a shareholders agreement to govern the
business and affairs of JV Co.
7.5 Alliance Agreement with BHP Billiton and the Clawback Right
Tethyan is currently a party to an Alliance Agreement with BHP Billiton under which Tethyan
assumed certain work and expenditure obligations in the Region and BHP Billiton agreed, upon
completion of those obligations, to transfer its mining interests in the Region to Tethyan, subject
to receipt of necessary approvals and consents and subject also to BHP Billiton's Clawback Right
described below.
BHP Billiton has confirmed that Tethyan has now satisfied these work and expenditure
obligations. In the BHP Billiton Deed, BHP Billiton agrees to use its best endeavours to obtain all
requisite consents and approvals and to agree the forms of and enter into agreements under which
the BHP Billiton Interests are transferred to Tethyan.
Under the Alliance Agreement, for a period of 15 years following the transfer of the BHP Billiton
Interests to Tethyan, BHP Billiton will retain certain rights in respect of any 'significant
mineralised occurrence' (SMO), being any mineral occurrence discovered by Tethyan anywhere
in the Region, excluding the Tanjeel Project, which a geologist acting reasonably would consider
to have significant economic potential.
In the event of a SMO, BHP Billiton has the right to take over operation and sole funding of
further exploration of the SMO. This right can be exercised at any time up until 45 days after
Tethyan decides to commence a bankable feasibility study on the SMO. If BHP Billiton
exercised the right, it must meet certain minimum work and expenditure obligations, failing which
Tethyan may elect to take over operation and funding.
At any time in the period of five years after it first exercises its right to take over operation and
sole funding of exploration of a SMO, BHP Billiton can exercise its Clawback Right in relation to
the SMO, provided it has demonstrated to the reasonable satisfaction of Tethyan that the SMO
hosts an inferred, indicated or measured mineral resource which has an in-ground value of at least
US$2,500,000,000.
If BHP Billiton exercises its Clawback Right, that SMO will form a "JV Project" and BHP
Billiton and Tethyan are required to enter into a joint venture in respect of that JV Project.
page 37

In respect of the first JV Project, BHP Billiton is required to pay to Tethyan an amount equal to
310% of all of Tethyan's historical costs incurred in respect of the Region up to the date at which
BHP Billiton elects to sole fund the SMO the subject of the JV Project (other than costs in relation
to the Tanjeel Project). In respect of each subsequent JV Project, BHP Billiton is required to pay
to Tethyan an amount equal to 310% of all of Tethyan's historical costs that were incurred since it
last elected to sole fund an SMO.
The parties' interests in the JV Project will be 70% to BHP Billiton and 30% to Tethyan, where
the GOB does not hold an interest in the SMO, or 52.5% to BHP Billiton and 22.5% to Tethyan,
where the GOB holds a 25% interest in the SMO. BHP Billiton will manage and bear all costs in
relation to the JV Project up to the point at which a decision is taken to commence a bankable
feasibility study.
BHP Billiton may determine to commence a bankable feasibility study on the JV Project at any
time. Once a decision is made to commence a feasibility study, Tethyan must elect either to
contribute to the costs of the study or not to contribute and dilute its interest to 20% (or, in
relation to a project in which the GOB holds a 25% interest, 15%).
If Tethyan elects to contribute to the costs, an operating committee will be formed and Tethyan
and BHP Billiton will each have voting rights reflecting their respective percentage interests in
the JV Project. If Tethyan elects not to contribute to the costs of the bankable feasibility study
then BHP Billiton must give Tethyan notice prior to commencing any mine development and
Tethyan may then again elect to either contribute to the mine development in accordance with its
project interest or dilute in accordance with the formula specified in the agreement.
BHP Billiton may determine that it does not wish to develop the JV Project and that it wishes to
withdraw from the JV Project. If BHP Billiton has completed a bankable feasibility study prior to
withdrawing then BHP Billiton must offer the right to develop the project to Tethyan. If Tethyan
decides not to develop the project then the JV Project will terminate. If Tethyan decides to
develop the project then the project interest of the parties will be reversed. In that event BHP
Billiton may either contribute to further expenditure in accordance with its reversed interest, dilute
in accordance with the formula set out in the agreement, withdraw from the joint venture, offer to
sell its project interest to Tethyan for a sum equal to its Clawback Right payment previously made
plus a 1.75% net smelter return royalty, or seek to sell its interest to a third party, subject to a first
right of refusal in favour of Tethyan.
If BHP Billiton has withdrawn from the JV Project and Tethyan determines to develop the project
but subsequently decides to sell any of its project interest prior to completion of the development,
then BHP Billiton is entitled to receive either 40% or 57.14% of the consideration received by
Tethyan, depending on the election made by BHP Billiton at the time Tethyan decides to proceed
with the JV Project.
If either Tethyan or BHP Billiton dilutes to a 10% or less project interest then its interest will be
converted to a 1.75% net smelter return royalty.
As referred to in Section 7.4(d) above, prior to entering into the Original Proposal, the Alliance
Agreement provided that neither BHP Billiton or Tethyan could assign their interests under the
Alliance Agreement or in the Licences to a third party without consent (not to be unreasonably
withheld) or without the third party first agreeing to be bound by the terms and conditions of the
Alliance Agreement. As a result of the termination of the Original Proposal, the Alliance
Agreement has now been varied so that BHP Billiton will no longer need the consent of Tethyan
to assign its interests under the Alliance Agreement, provided that the assignee has sufficient
financial and operational capacity to meet its obligations under the Alliance Agreement.
7.6 Skafell Offer
On 7 March 2006, Skafell lodged a supplementary bidder's statement increasing the offer price
under the Skafell Offer to $1.35 cash for each Tethyan Share.
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Antofagasta PLC is currently considering all of its options in respect of the Offer and will inform
Tethyan shareholders of any decision to amend or revise the terms of the Offer.
7.7 Agreements with Tethyan directors
Other than as set out elsewhere in this Bidder's Statement, there is no agreement between
Atacama and a director or another officer of Tethyan in connection with or conditional on the
outcome of the Offers.
7.8 Financial position of Tethyan
As far as Atacama is aware, as at the date of this Bidder's Statement, there has not been a material
change in the financial position of the Tethyan group of companies since 28 February 2006 (the
date of Tethyan's interim financial report for the period ended 31 December 2005).
7.9 Due diligence on Tethyan
Antofagasta PLC was invited by Tethyan to carry out a 'due diligence' review of the business and
affairs of Tethyan and its subsidiaries in connection with the Original Proposal.
The information obtained by Antofagasta PLC during this due diligence review is either in the
public domain, is disclosed in this Bidder's Statement, or is not material to the making of a
decision by a Tethyan Shareholder whether or not to accept the Offer.
7.10 Tethyan's material disclosures to ASX
Tethyan is a disclosing entity for the purposes of the Corporations Act and therefore is subject to
regular reporting and disclosure obligations.
Annexure A contains a description of each announcement made by Tethyan to ASX between
1 September 2005 and 7 March 2006. If you would like to receive a copy of any of these
announcements, please contact the Antofagasta Offer Information Line on 1800 079 367 (+61 2
8280 7192 for international callers) and you will be sent copies free of charge. Information may
also be obtained from Tethyan's website at www.tethyan.com.
7.11 Status of conditions
As at the date of this Bidder's Statement, Atacama is not aware of any events which would result
in a breach of the conditions in clause 7 of Part 2.
7.12 Approvals for payment of consideration
Atacama is not aware of any shareholders who require any approval referred to in clause 2.4 of
Part 2 in order to be entitled to receive any consideration under the Offer.
7.13 Consents
This Bidder's Statement contains statements made by, or statements stated in this Bidder's
Statement to be based on statements made by Antofagasta PLC. Antofagasta PLC has consented
to the inclusion of such statements in the form and context in which they appear and has not
withdrawn that consent as at the date of this Bidder's Statement.
In addition, this Bidder's Statement includes statements which are made in, or based on statements
made in, documents lodged with ASIC or on the company announcement platform of ASX by
Tethyan and others. Under the terms of ASIC Class Order 01/1543, the parties making those
statements are not required to consent to, and have not consented to, the inclusion of those
statements in this Bidder's Statement. If you would like to receive a copy of any of these
documents, please contact the Antofagasta Offer Information Line on 1800 079 367 (+61 2 8280
7192 for international callers) and you will be sent copies free of charge. Information may also be
obtained from Tethyan's website at www.tethyan.com.
page 39

The following persons have given, and have not before the date of this Bidder's Statement
withdrawn, their consent to be named in this Bidder' Statement in the form and context in which
they are named:
(a)
(b)
Minter Ellison Lawyers – as legal adviser to the Offer; and
NM Rothschild & Sons (Australia) Limited – as financial adviser to the Offer.
Each of Minter Ellison Lawyers and NM Rothschild & Sons (Australia) Limited:
(a)
(b)
does not make, or purport to make, any statement in this Bidder's Statement; and
to the maximum extent permitted by law, expressly disclaims and takes no responsibility
for any part of this Bidder's Statement.
7.14 Date for determining holders of securities
For the purposes of section 633(2) of the Corporations Act, the date for determining the people to
whom information is to be sent under items 6 and 12 of section 633(1) for each Offer is the
Record Date.
7.15 Information
Except for the information contained in Tethyan's releases to ASX prior to the date of this
Bidder's Statement, and in this Bidder's Statement, there is no information known to Atacama
which:
(a)
(b)
is material to the making of a decision by a holder of Tethyan Shares whether to accept
the Offer; and
has not been previously disclosed to the holders of Tethyan Shares.
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Part 2 - Terms of the Offer
1. Offer
1.1 The Offer
Atacama offers to acquire all of your Tethyan Shares and all the Rights attaching to them on the
terms set out in this Offer. This Offer extends to Tethyan Shares that are issued during the period
from the Record Date to the end of the Offer Period due to:
(a)
(b)
the conversion of, or exercise of rights attached to, Tethyan Options that are on issue at
the Record Date; or
a Permitted Issue to a person other than a member of the Antofagasta Group, provided that
any modification of the Corporations Act required to extend the Offer to Tethyan Shares
issued under the Permitted Issue during the Offer Period can be obtained by Atacama from
ASIC.
1.2 Persons to whom offers are made
Atacama is making an offer in the form of this Offer to:
(a)
(b)
each holder of Tethyan Shares registered in Tethyan's register of members at 7.00pm
Sydney, Australia time on the Record Date; and
holders of Tethyan Shares during the Offer Period that were issued:
(i)
(ii)
after the Record Date; and
as a result of the conversion of, or exercise of rights attached to, Tethyan Options
that are registered in Tethyan's register of option holders,
at 7.00pm Sydney, Australia time on the Record Date.
Accordingly, the Offers and copies of this Bidder's Statement will be sent to holders of Tethyan
Shares and Tethyan Options as at the Record Date.
1.3 Offer Date
This Offer is dated 10 March 2006, being the date on which the first of the Offers is sent to the
persons referred to in clause 1.2.
1.4 Offer Period
The Offers will remain open for the one month period:
(a)
starting on the Offer Date; and
(b) ending at 7.00pm Sydney, Australia time on 11 April 2006,
unless this period is extended in accordance with the Corporations Act or the Offers are
withdrawn in accordance with the Corporations Act.
1.5 Extension of the Offer Period
(a) Atacama may, in its sole discretion, extend the Offer Period in accordance with the
Corporations Act.
(b)
If, within the last seven days of the Offer Period:
(i)
the Offer is varied to improve the consideration offered; or
(ii) Atacama's voting power in Tethyan increases to more than 50%,
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the Offer Period will be automatically extended so that it ends 14 days after the relevant
event.
1.6 Conditions
Each Offer is subject to the conditions in clause 7.
1.7 If you have sold any of your Tethyan Shares
If you have sold some or all of your Tethyan Shares when this Offer is made to you, or you sell
some or all of your Tethyan Shares during the Offer Period, please refer to clause 4.1.
1.8 If you are a trustee or nominee
If you are a trustee or nominee of some or all of your Tethyan Shares, please refer to clause 4.2.
2. Price
2.1 Price payable
The amount offered for each of your Tethyan Shares is $1.20 in cash.
2.2 Time of payment
(a) If the Acceptance Form does not require you to give another document for your
acceptance, Atacama will dispatch payment to you for your Tethyan Shares by the end of
whichever of the following periods ends earlier:
(i)
(ii)
(iii)
if this Offer is unconditional when you accept this Offer, within one month after
the date this Offer is accepted by you;
if this Offer is subject to a defeating condition when you accept this Offer, within
one month after the date the takeover contract resulting from your acceptance of
this Offer becomes unconditional; and
21 days after the end of the Offer Period.
(b)
If the Acceptance Form requires another document to be given for your acceptance (like a
power of attorney):
(i)
(ii)
if the document is given with your acceptance, Atacama will dispatch payment to
you in accordance with clause 2.2(a);
if the document is given after your acceptance and before the end of the Offer
Period and this Offer is subject to a defeating condition at the time Atacama is
given the document, Atacama will dispatch payment to you by the end of
whichever of the following periods ends earlier:
(A)
(B)
one month after the date the takeover contract resulting from your
acceptance of this Offer becomes unconditional; or
21 days after the end of the Offer Period;
(iii)
if the document is given after your acceptance and before the end of the Offer
Period and this Offer is unconditional at the time Atacama is given the document,
Atacama will dispatch payment to you by the end of whichever of the following
periods ends earlier:
(A)
(B)
one month after the date that document is given; or
21 days after the end of the Offer Period;
(iv)
if the document is given after your acceptance and after the end of the Offer
Period and at the time Atacama is given the document the takeover contract is
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unconditional, Atacama will dispatch payment to you within 21 days after the date
Atacama is given the document; or
(v)
if the document is given after your acceptance and after the end of the Offer
Period and at the time Atacama is given the document the takeover contract is
subject to a defeating condition that relates only to the happening of a Prescribed
Occurrence, Atacama will dispatch payment to you within 21 days after the date
this Offer becomes unconditional.
(c)
Payment will be by cheque in Australian currency. The cheque will be sent to you at your
address stated on the Acceptance Form or another address notified by you to Atacama.
2.3 Contract Avoided
Atacama may avoid a contract between Atacama and you if Atacama has not been given a
document required in the Acceptance Form within one month after the end of the Offer Period.
2.4 Certain Overseas Residents
If, at the time you accept this Offer, any authority or clearance of the Reserve Bank of Australia,
the Australian Taxation Office or the Minister for Foreign Affairs is required for you to receive
any consideration under this Offer, or you are resident in, or a resident of, a place to which, or you
are a person to whom:
(a)
the Banking (Foreign Exchange) Regulations 1959 (Cth);
(b) the Charter of the United Nations (Terrorism and Dealing with Assets) Regulations 2002
(Cth);
(c)
(d)
(e)
the Charter of the United Nations (Sanctions - Afghanistan) Regulations 2001 (Cth);
the Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003 (Cth); or
any other law of Australia that would make it unlawful for Atacama to provide
consideration for your Tethyan Shares,
applies, then acceptance of this Offer will not create or transfer to you any right (contractual or
contingent) to receive the consideration specified in this Offer unless and until all requisite
authorities or clearances have been obtained by Atacama.
3. How to accept
3.1 Full acceptance required
Subject to clause 4.2, you may only accept this Offer during the Offer Period for all your Tethyan
Shares.
3.2 Acceptance Form
Clauses 3.3 and 3.5 refer, among other things, to the different Acceptance Forms for use to accept
this Offer depending on whether your Tethyan Shares are in a CHESS Holding or in an Issuer
Sponsored Holding. You will only be sent one Acceptance Form with this Bidder's Statement,
which will be the Acceptance Form to be used in relation to your Tethyan Shares.
3.3 CHESS Holdings
If your Tethyan Shares are in a CHESS Holding and you are not a Participant, you may:
(a)
instruct your Controlling Participant to initiate acceptance of this Offer for your Tethyan
Shares in accordance with Rule 14.14 of the ASTC Settlement Rules before the end of the
Offer Period; or
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(b)
authorise Atacama to instruct your Controlling Participant (usually your broker) on your
behalf to initiate acceptance of this Offer in accordance with Rule 14.14 of the ASTC
Settlement Rules, by completing, signing and returning the enclosed Acceptance Form in
accordance with the instructions on it. The Acceptance Form must be received at the
address stated on it in sufficient time before the end of the Offer Period (7.00pm Sydney,
Australia time on 11 April 2006, unless the Offer Period is extended) to enable Atacama
to instruct your Controlling Participant to effect acceptance of the Offer for your Tethyan
Shares before the end of the Offer Period.
3.4 Participant
If your Tethyan Shares are in a CHESS Holding and you are a Participant, acceptance of this
Offer may be initiated in accordance with Rule 14.14 of the ASTC Settlement Rules before the
end of the Offer Period (7.00pm Sydney, Australia time on 11 April 2006, unless the Offer Period
is extended).
3.5 Issuer Sponsored Holdings
If you hold Tethyan Shares in an Issuer Sponsored Holding, to accept this Offer you must:
(a)
(b)
complete and sign the enclosed Acceptance Form in accordance with the instructions on
it; and
send it, and all other documents required by the instructions on the Acceptance Form, so
that they are received before the end of the Offer Period (7.00pm Sydney, Australia time
on 11 April 2006, unless the Offer Period is extended) at the address stated on the
Acceptance Form.
A reply paid return addressed envelope is enclosed for your use.
3.6 Faxed acceptances
You may also send your acceptance form by facsimile to +61 3 9615 9744.
If your acceptance form is returned by facsimile it will be deemed to be received in time if the
facsimile transmission is received before the end of the Offer Period, but you will not be entitled
to receive the consideration under this Offer to which you are entitled until your original
Acceptance Form (including any documents required by the terms of this Offer and the
instructions on the Acceptance Form) is received at the address stated on the Acceptance Form.
3.7 Atacama's discretion regarding incomplete or invalid acceptance
Atacama may, in its absolute discretion, determine that any Acceptance Form it receives is a valid
acceptance, even if one or more of the requirements set out in the Acceptance Form has not been
complied with or you have been sent (and you have therefore completed) the wrong Acceptance
Form for the subregister on which your Tethyan Shares are held, but Atacama may, in its absolute
discretion, decide not to pay you until:
(a)
(b)
the irregularity has been resolved; and
the share certificate (if any), or an acceptable indemnity, and any other document required
to enable Atacama to be registered as the holder of your Tethyan Shares, have been given
to Atacama.
4. Application of this Offer
4.1 If another person is entitled to your Tethyan Shares
If, when this Offer is made to you, or at any time during the Offer Period, another person is, or is
entitled to be, registered as the holder of some or all of your Tethyan Shares (Transferred
Shares) then Atacama will be taken to have:
page 44

(a)
(b)
(c)
made to the other person a corresponding offer for the Transferred Shares;
made you a corresponding offer for your Tethyan Shares except the Transferred Shares;
and
withdrawn this Offer.
4.2 If you are a trustee or nominee
If at any time during the Offer Period you are a trustee for or nominee of two or more persons or
your Tethyan Shares for some other reason consist of two or more separate parcels within the
meaning of section 653B of the Corporations Act, then:
(a)
(b)
a separate Offer will be taken to have been made to you in relation to each separate parcel
of Tethyan Shares; and
an acceptance by you of the Offer in respect of any separate parcel of Tethyan Shares will
be ineffective unless:
(i)
(ii)
you have given Atacama a notice, delivered in accordance with clause 4.3, stating
that your Tethyan Shares consist of separate parcels; and
your acceptance specifies the number of Tethyan Shares in each separate parcel to
which the acceptance relates.
4.3 Notice of separate parcels
A notice in accordance with clause 4.2(b) must:
(a)
(b)
if it relates to Tethyan Shares not in a CHESS Holding, be in writing; or
if it relates to Tethyan Shares in a CHESS Holding, be in an electronic form approved by
the ASTC Settlement Rules for the purposes of Part 6.8 of the Corporations Act.
5. Effect of acceptance
By initiating acceptance of this Offer through CHESS in accordance with clauses 3.3 or 3.4, or
signing and returning an Acceptance Form in accordance with clauses 3.3 or 3.5, you will have:
(a)
(b)
(c)
accepted this Offer (and each variation of the Offer (if any) permitted under Part 6.6 of the
Corporations Act) for all your Tethyan Shares;
subject to the conditions in clause 7.1 being fulfilled, agreed to transfer your Tethyan
Shares to Atacama;
represented and warranted to Atacama that:
(i)
(ii)
your Tethyan Shares are at the time of acceptance, and will be on registration of
the transfer of your Tethyan Shares to Atacama, fully paid up, and Atacama will
acquire good title to them and full beneficial ownership of them free from all
mortgages, charges, liens and other encumbrances and restrictions on transfer of
any kind; and
you have full power and capacity to sell and transfer those securities;
(d)
irrevocably and unconditionally authorised Atacama (by its servants or agents) to
complete or alter the Acceptance Form on your behalf (and irrevocably and
unconditionally appoint Atacama, its directors, secretaries, officers, servants and agents as
your attorney for that purpose) by:
(i)
(ii)
inserting correct details of your Tethyan Shares;
filling in any blanks remaining on the Acceptance Form;
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(e)
(f)
(g)
(h)
(i)
(j)
(k)
(iii)
(iv)
rectifying any error in or omission from the Acceptance Form; and
completing and signing on your behalf (or as your attorney) any other instrument
or transfer,
as may be necessary to make the Acceptance Form an effective acceptance of this Offer or
to enable the registration of the transfer of your Tethyan Shares to Atacama;
if any of your Tethyan Shares are held in a CHESS Holding and you have signed an
Acceptance Form for them, irrevocably authorised Atacama (by its servants or agents) to:
(i)
(ii)
instruct your Controlling Participant to initiate acceptance of this Offer for those
Tethyan Shares in accordance with the ASTC Settlement Rules; and
give any other instructions in relation to those Tethyan Shares to your Controlling
Participant on your behalf under the Sponsorship Agreement between you and the
Controlling Participant;
irrevocably appointed Atacama and its directors, secretaries and officers jointly and each
of them severally as your attorney, with effect from the date this Offer or any contract
resulting from the acceptance of this Offer is declared free from all its conditions or those
conditions are fulfilled, with power to exercise the powers and rights which you could
lawfully exercise as the registered holder of your Tethyan Shares including:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
requesting Tethyan to register your Tethyan Shares in the name of Atacama;
applying for a replacement certificate in respect of any share certificate that has
been lost of destroyed;
attending and voting at a meeting of Tethyan;
demanding a poll for a vote taken at or proposing or seconding a resolution to be
considered at a meeting of Tethyan;
requisitioning a meeting of Tethyan;
signing any form, notice or instrument relating to your Tethyan Shares; and
doing all things incidental and ancillary to any of clauses 5(f)(i) to (vi);
and you acknowledge and agree that the attorney may exercise those powers in the
interests of Atacama as the intended registered holder of your Tethyan Shares;
agreed not to attend or vote in person at any meeting of Tethyan, or to exercise or purport
to exercise any of the powers conferred on Atacama and its directors, secretaries and
officers in clause 5(f);
irrevocably authorised and directed Tethyan to pay or account to Atacama for all Rights.
Atacama will account to you for any Rights received by it if this Offer is withdrawn or the
contract resulting from your acceptance of this Offer is rescinded under clause 7.3 or is
rendered void under clause 7.6;
except where Rights have been paid or accounted for under clause 5(h), irrevocably
authorised Atacama to deduct from the consideration payable for your Tethyan Shares, the
amount or value of all Rights under clauses 6.1 and 6.2;
irrevocably authorised Atacama to transmit a message to ASTC in accordance with Rule
14.17.1 of the ASTC Settlement Rules so as to enter your Tethyan Shares which are in a
CHESS Holding to the Takeover Transferee Holding (even if Atacama has not yet paid
the consideration due to you);
agreed to execute all documents, transfers and assurances as may be necessary or desirable
to convey your Tethyan Shares and Rights to Atacama; and
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(l)
agreed to fully indemnify Atacama in respect of any claim or action against it or any loss,
damage or liability whatsoever incurred by it as a result of you not producing your Holder
Identification Number or your Security Reference Number or in consequence of the
transfer of your Tethyan Shares to Atacama being registered to Tethyan without
production of your Holder Identification Number or your Security Reference Number.
6. Dividends and other entitlements
6.1 Cash Rights
If any cash Rights are declared, paid, made, arise or accrue to you as the holder of your Tethyan
Shares, Atacama may reduce the price specified in clause 2.1 by the amount of the Rights, unless
the benefit of the Rights is passed to Atacama under clause 5(h).
6.2 Non-cash Rights
If any non-cash Rights are issued, made, arise or accrue to you as the holder of your Tethyan
Shares, Atacama may reduce the price specified in clause 2.1 by the value (as reasonably
determined by Atacama) of the non-cash Rights, unless the benefit of the Rights is passed on to
Atacama under clause 5(h).
7. Conditions of the Offer
7.1 Conditions
The Offer and any contract resulting from the acceptance of the Offer are subject to the following
conditions (each of which is a separate and independent condition):
(a)
Minimum acceptance
Before the end of the Offer Period, Atacama and its associates have relevant interests in at
least 90% of the Tethyan Shares.
(b)
Options
During or at the end of the Offer Period, either:
(i)
(ii)
all Tethyan Options have been exercised, cancelled or transferred to Antofagasta
PLC or Atacama; or
Atacama is entitled to compulsorily acquire all outstanding Tethyan Options in
accordance with Chapter 6A of the Corporations Act.
(c)
FIRB
One of the following occurs before the end of the Offer Period:
(i)
(ii)
(iii)
Antofagasta PLC or Atacama receives written notice issued by or on behalf of the
Treasurer stating that there are no objections under the Australian government's
foreign investment policy to the acquisition by Atacama of all of the Tethyan
Shares under the Offer, such notice being unconditional;
the expiry of the period provided under the Foreign Acquisitions and Takeovers
Act 1975 (Cth) (FATA) during which the Treasurer may make an order or an
interim order under the FATA prohibiting the acquisition of Tethyan Shares under
the Offer, without such an order being made; or
if an interim order is made under the FATA to prohibit the acquisition of Tethyan
Shares under the Offer, the subsequent period for making a final order has elapsed,
without any such final order being made.
page 47

(d)
(e)
(f)
Other Regulatory Approvals
(i)
(ii)
Before the end of the Offer Period, all Regulatory Approvals as are necessary to
permit the Offer to be lawfully made to and accepted by Tethyan Shareholders
(other than approvals or consents the absence of which would not have a material
adverse effect on the assets or operations of the Antofagasta Group or the Tethyan
Group) are granted, given, made or obtained on an unconditional basis and remain
in full force and effect in all respects and do not become subject to any notice,
intimation or indication of intention to revoke, suspend, restrict, modify or not
renew the same.
Before the end of the Offer Period:
(A)
(B)
a novation agreement is entered into under which Tethyan is substituted
for BHP Minerals International Exploration Inc. as a party to the Chagai
Hills Exploration Joint Venture Agreement; and
Tethyan is duly registered as the holder of a 75% interest in EL5 and a
100% interest in EL6 and EL8,
all in accordance with the requirements in the Chagai Hills Exploration Joint
Venture Agreement (as applicable) and of the applicable minerals rules and laws
of Pakistan and on terms that do not modify the terms and conditions of EL5, EL6
and EL8 or of the Chagai Hills Joint Venture Agreement, other than modifications
that do not materially alter the rights and obligations of Tethyan, as successor to
BHP Billiton, thereunder from those in effect at the Announcement Date.
No regulatory actions
Between the Announcement Date and the end of the Offer Period:
(i)
(ii)
(iii)
there is not in effect any preliminary or final decision, order or decree issued by a
Government Agency;
no action or investigation is announced, commenced or threatened by any
Government Agency; and
no application is made to any Government Agency (other than by Antofagasta
PLC or any of its associates),
in consequence of or in connection with the Offer (other than an application to, or a
decision or order of, the Australian Securities and Investments Commission or the
Takeovers Panel for the purpose or in exercise of the powers and discretions conferred on
it by the Corporations Act) which restrains or prohibits or impedes, or threatens to
restrain, prohibit or impede, the making of the Offer or the acquisition of Tethyan Shares
under the Offer.
Equal access to information
At all times during the period from the Announcement Date to the end of the Offer Period,
Tethyan promptly (and in any event within 2 Business Days) provides to Antofagasta PLC
or Atacama a copy of all information which is not generally available (within the meaning
of the Corporations Act) relating to Tethyan or any subsidiary of Tethyan or any of their
respective businesses or operations that has been provided by Tethyan or any subsidiary of
Tethyan or any of their respective officers, employees, advisers or agents to any person
(other than Antofagasta PLC or any other member of the Antofagasta Group) for the
purpose of soliciting, encouraging or facilitating a proposal or offer by that person, or by
any other person, in relation to a transaction under which:
page 48

(i)
(ii)
(iii)
any person (together with its associates) may acquire voting power of 10% or
more in Tethyan or any subsidiary of Tethyan (whether by way of takeover bid,
compromise or arrangement under Part 5.1 of the Corporations Act, or otherwise);
any person may acquire, directly or indirectly (including by way of joint venture,
dual listed company structure or otherwise), any interest in all or a substantial part
of the business or assets of Tethyan or of any subsidiary of Tethyan; or
that person may otherwise acquire control of or merge or amalgamate with
Tethyan or any subsidiary of Tethyan.
(g)
(h)
(i)
No change of control rights
Between the Announcement Date and the end of the Offer Period (each inclusive), there is
no person having any rights, being entitled to have any rights, alleging an entitlement, or
expressing or announcing an intention (whether or not that intention is stated to be a final
or determined decision of that person) (in all cases whether subject to conditions or not),
as a result of any change of control event in respect of Tethyan (including Atacama
acquiring shares in Tethyan) or any of its subsidiaries or assets, to:
(i)
(ii)
(iii)
terminate or alter any material contractual relations between any person and
Tethyan or any of its subsidiaries (for this purpose an alteration includes without
limitation an alteration of the operations of a contract, whether or not that altered
operation is provided for under the existing terms of the contract);
require the termination, modification or disposal or offer to dispose of any material
interest or asset, corporate body, joint venture or other entity; or
accelerate or adversely modify the performance of any material obligations of
Tethyan or any of its subsidiaries under any agreements, contracts or other legal
arrangement,
this condition expressly includes (without limitation) any exercise, entitlement to exercise,
allegation of an entitlement to exercise, or expression or announcement of an intention to
exercise rights of the abovementioned kind, by any member of BHP Billiton pursuant to
the Alliance Agreement or any party to the Chagai Hills Joint Venture Agreement.
No material adverse change
Before the end of the Offer Period, no event, matter, change or condition occurs, is
announced or becomes known to Antofagasta PLC or Atacama (whether or not it becomes
public) where that event, change or condition has had, or could reasonably be expected to
have, a material adverse effect on the business, assets, liabilities, financial or trading
position, profitability or prospects of the Tethyan Group, taken as a whole, since 31
December 2005 (except for events, changes and conditions publicly announced by
Tethyan or otherwise known by Antofagasta PLC or its subsidiaries prior to the
Announcement Date or disclosed in public filings by Tethyan or any of its subsidiaries
prior to the Announcement Date).
No material acquisitions, disposals or commitments
Except for any proposed transaction publicly announced by Tethyan before the
Announcement Date, none of the following events occurs, or is announced during the
period from the Announcement Date to the end of the Offer Period, under which Tethyan
or any subsidiary of Tethyan:
(i)
acquires, offers to acquire or agrees to acquire one or more companies, businesses
or assets (or any interest in one or more companies, businesses or assets) for an
amount in aggregate greater than US$1 million;
page 49

(ii)
(iii)
(iv)
(v)
disposes of, offers to dispose of or agrees to dispose of one or more companies,
businesses or assets (or any interest in one or more companies, businesses or
assets) for an amount, or in respect of which the book value (as recorded in
Tethyan's balance sheet as at 31 December 2005) is, in aggregate greater than
US$1 million;
incurs or enters into any agreement or commitment involving any commitment or
liability in excess of US$1 million (or its equivalent) in aggregate or makes an
announcement of such a commitment or agreement except for any fees payable to
the financial advisors of Tethyan pursuant to arrangements entered into prior to the
Announcement Date;
makes or agrees any material modifications to the terms and conditions of, or
waives, relinquishes, abandons, assigns, transfers or otherwise dispose of any right
or interest under, or causes, suffers or permits to arise any event or circumstances
which would or could give rise to the suspension, revocation, invalidation or
termination of all or any material rights under, or applies for a mining lease or
mineral deposit retention licence in respect of, any of the Regional Interests
(including the Chagai Hills Exploration Joint Venture Agreement), other than
where necessary for the renewal of the Regional Interests or offers to do any of the
foregoing, or Tethyan taking any action which may give rise to, or commence the
period for, the exercise of any right of any party (other than Tethyan and or a
wholly owned subsidiary) to acquire an interest in any part of any ore body
situated within the Regional Interests;
grants, permits, suffers to subsist or enters into any encumbrance or other security
interest over any or all of the Regional Interests or offer or agree to do so
(conditionally or otherwise),
and during that period the business of the Tethyan Group is otherwise carried on in the
ordinary and usual course of business.
(j)
No Prescribed Occurrences
During the period from the Announcement Date to the date that is 3 Business Days after
the end of the Offer Period, none of the following events (each a Prescribed Occurrence,
and each listed in sub sections 652C(1) and (2) of the Corporations Act) happens in
relation to Tethyan or any of its subsidiaries (other than the issue of shares in Tethyan
upon the exercise of options on issue at the Announcement Date):
(i)
(ii)
(iii)
(iv)
(v)
Tethyan converts all or any of the Tethyan Shares into a larger or smaller number
of shares;
Tethyan or a subsidiary of Tethyan resolves to reduce its share capital in any way;
Tethyan or a subsidiary of Tethyan:
(A)
(B)
enters into a buy-back agreement; or
resolves to approve the terms of a buy-back agreement under section
257C(1) or 257D(1) of the Corporations Act;
Tethyan or a subsidiary of Tethyan issues shares, or grants an option over its
shares, or agrees to make such an issue or grant such an option other than:
(A)
(B)
the issue of shares on the exercise of any Tethyan Options that are on issue
as at the Announcement Date; or
a Permitted Issue;
Tethyan or a subsidiary of Tethyan issues, or agrees to issue, convertible notes;
page 50

(vi)
(vii)
(viii)
(ix)
(x)
(xi)
(xii)
Tethyan or a subsidiary of Tethyan charges, or agrees to charge, the whole, or a
substantial part, of its business or property;
Tethyan or a subsidiary of Tethyan resolves to be wound up;
a liquidator or provisional liquidator of Tethyan or of a subsidiary of Tethyan is
appointed;
a court makes an order for the winding up of Tethyan or of a subsidiary of
Tethyan;
an administrator of Tethyan, or of a subsidiary of Tethyan, is appointed under
section 436A, 436B or 436C of the Corporations Act;
Tethyan or a subsidiary of Tethyan executes a deed of company arrangement; or
a receiver, a receiver and manager, or other controller (as defined in the
Corporations Act) is appointed in relation to the whole, or a substantial part, of the
property of Tethyan or of a subsidiary of Tethyan.
(k)
No break fees
(i)
That, subject to paragraph (b) below, during the Offer Period none of Tethyan and
any body corporate which is or becomes a subsidiary of Tethyan, agrees (whether
conditionally or contingently) to pay or provide any benefit to any person, or to
forego or otherwise reduce any payment or benefit to which it would otherwise be
entitled, in connection with any person other than Antofagasta PLC or Atacama
making or agreeing to participate in, or enter into negotiations concerning:
(A)
(B)
a takeover offer for Tethyan; or
any other proposal to acquire any interest (whether equitable, legal,
beneficial or economic) in shares in, or assets of, either or both of Tethyan
or its subsidiaries, or to operate either or both of Tethyan or its subsidiaries
as a single economic entity with another body corporate.
(ii)
Paragraph (a) above does not apply to a payment:
(A)
(B)
(C)
(D)
for providing professional advisory services to Tethyan;
which is approved in writing by Antofagasta PLC or Atacama;
lawfully made to any Tethyan directors, officers or employees; or
which is approved by a resolution passed at a general meeting of Tethyan.
7.2 Declaration of Offer being free from conditions
(a)
Atacama may, subject to the Corporations Act, declare this Offer and all other Offers and
all contracts resulting from the acceptance of Offers free from the conditions (or any one
or more or any part of them) in clause 7.1.
(b)
Subject to compliance with sections 630 and 650F of the Corporations Act, a declaration
made under this clause 7.2 must be made by Atacama by notice in writing to Tethyan:
(i)
(ii)
in the case of conditions relating to the happening of a Prescribed Occurrence, not
later than 3 Business Days after the end of the Offer Period; and
in any other case, not less than 7 days before the end of the Offer Period.
7.3 Breach of Conditions
The condition in clause 7.1(c) is a condition precedent to formation of a contract and a contract to
sell your Tethyan Shares does not arise from an acceptance of this Offer until the condition in
page 51

clause 7.1(c) has been fulfilled. Notwithstanding your acceptance of the Offer, unless and until
the condition in clause 7.1(c) has been fulfilled:
(a)
(b)
if any of your Tethyan Shares are held in a CHESS Holding, you will be entitled to
withdraw your acceptance in respect of those shares by having your Controlling
Participant transmit a valid originating message to ASTC specifying the shares to be
released from the sub-position, in accordance with Rule 14.16 of the ASTC Settlement
Rules, at any time prior to the satisfaction of that condition; and
if any of your Tethyan Shares are not held in a CHESS Holding you will be entitled to
withdraw your acceptance in respect of those shares by sending a notice to that effect
signed by your (or on your behalf, in which case documentation proving that the person or
persons signing the notice are authorised to do so must accompany the notice) to any of
the addresses specified on the Acceptance Form, so that it is received at the relevant
address at any time prior to the fulfillment or freedom or that condition.
Each of the other conditions in clause 7.1 is a condition subsequent and does not prevent a
contract to sell your Tethyan Shares resulting from an acceptance of this Offer. However, if a
condition in clause 7.1 (other than clause 7.1(c)) is breached or not fulfilled, Atacama may by
notice in writing to you rescind that contract as if that contract had not been formed.
7.4 Benefit of Conditions
Subject to the Corporations Act:
(a)
(b)
(c)
Atacama alone has the benefit of the conditions in clause 7.1; and
a breach or non-fulfillment of any of those conditions may be relied on only by Atacama;
and
Atacama may, at its sole discretion, waive the breach or non-fulfillment of all or any of
those conditions.
7.5 Status Notice
The date for giving the notice referred to in section 630(1) of the Corporations Act relating to the
status of the conditions in clause 7.1 is 3 April 2006. This date may be extended in accordance
with section 630(2) of the Corporations Act if the Offer Period is extended.
7.6 Void Contracts
If at the end of the Offer Period (or in the case of the conditions relating to the happening of a
Prescribed Occurrence, at the end of the third Business Day after the end of the Offer Period) the
conditions in clause 7.1 have not been fulfilled and Atacama has not declared this Offer and all
contracts resulting from the acceptance of Offers free from those conditions, all contracts resulting
from the acceptance of Offers and all Offers that have been accepted from whose acceptance
binding contracts have not yet resulted will be automatically void.
In that event Atacama will, if you have accepted this Offer, return at your risk your Acceptance
Form together with all documents forwarded by you with the Acceptance Form to your address
shown in the Acceptance Form.
8. Withdrawal
Atacama may withdraw this Offer with the written consent of ASIC. That consent may be given
subject to any conditions specified in the consent.
page 52

9. Variation
9.1 Atacama's Entitlement
Atacama may at any time before the end of the Offer Period vary this Offer in accordance with the
Corporations Act:
(a)
(b)
(c)
by extending the Offer Period;
by increasing the consideration payable under the Offer; and
with the written consent of ASIC, and subject to any conditions specified by ASIC in that
consent, in the manner that ASIC permits.
9.2 Extension of Offer
If Atacama extends the Offer Period you will receive notice of the extension, unless, at the date of
the extension, you have already accepted this Offer and the Offer has become free from the
conditions in clause 7.1 or those conditions have been fulfilled.
10. Costs
All costs and expenses of the preparation of this statement and any stamp duty payable on the
transfer of Tethyan Shares for which Offers are accepted, will be paid by Atacama.
11. Notices
11.1 Service on Tethyan
Atacama may give a notice to Tethyan under the Bid by leaving it at, or sending it by prepaid
ordinary post to, the registered office of Tethyan.
11.2 Service on Atacama
You or Tethyan may give a notice to Atacama under the Bid by leaving it at or sending it by
prepaid ordinary post to Atacama at the address set out in the Acceptance Form.
11.3 Service on you
Atacama may give a notice to you under the Bid by leaving it at or sending it by prepaid ordinary
post or by airmail (if your address is outside Australia), to your address given to Atacama by
Tethyan under section 641 of the Corporations Act.
12. Governing law
This Offer and any contract resulting from your acceptance of it is governed by the laws in force
in New South Wales.
page 53

Part 3 - Defined terms and interpretation
1. Defined terms
Acceptance Form means the form of acceptance and transfer enclosed with this Bidder's
Statement and which forms part of this Offer.
Alfa Estates means Alfa Estates Limited, a company incorporated in Jersey, Channel Islands,
which holds 100% of the shares in Atacama.
Alliance Agreement means the agreement dated 15 October 2002 between Tethyan and BHP
Billiton and any amendment to that agreement, including by deeds dated 19 and 22 September
2003 and 23 December 2005.
Announcement Date means 15 February 2006, being the date of the announcement by
Antofagasta PLC of its intention to make the Bid.
Antofagasta Group means Antofagasta PLC and its subsidiaries.
Antofagasta PLC means Antofagasta PLC, a company incorporated in England and Wales and
having company number 1627889.
ASIC means the Australian Securities and Investments Commission.
Assignment Rights has the meaning given in Section 7.4(a)(ii) of Part 1.
Associate has the meaning given to it in the Corporations Act.
ASX means the Australian Stock Exchange Limited.
Atacama means Atacama Copper Pty Limited ACN 118 474 034, having its registered office at
Level 10, 88 Phillip Street, Sydney NSW 2000.
Barrick means Barrick Gold Corporation, a corporation existing under the laws of the Province
of Ontario, Canada.
BHP Billiton Deed means the Clawback Termination Deed between BHP Billiton and
Antofagasta PLC made on 15 February 2006, a summary of which is set out in Section 7.4 of
Part 1.
BHP Billiton Interests means the Regional Interests other than the 100% interest in the
Reconnaissance Licence.
BHP Billiton means BHP Minerals International Exploration Inc. and BHP Billiton World
Exploration Inc.
Bid means the off-market bid constituted by the Offers.
Bid Support and Purchase Agreement means the agreement of that date between Antofagasta
PLC and Barrick dated 15 February 2006, a summary of which is set out in Section 7.4(e) of Part 1,
and copy of which is attached to Barrick's substantial shareholding notice filed on 27 February 2006.
Bidder means Atacama Copper Pty Limited having its registered office at Level 19, 88 Phillip
Street, Sydney NSW 2000.
Bidder's Statement means the bidder's statement in respect of the Offers given by Atacama
under Part 6.5 of Chapter 6 of the Corporations Act and in compliance with the requirements of
sections 636 and 637 of the Corporations Act.
page 54

Business Day means a day on which banks are open for business in Sydney, Australia but not a
Saturday, Sunday or public holiday in Sydney, Australia.
CGT means capital gains tax.
CHEJV or Chagai Hills Exploration Joint Venture and Chagai Hills Exploration Joint
Venture Agreement mean the agreement dated 29 July 1993 amended by an addendum dated
4 March 2000 between BHP Minerals International Exploration Inc. and the Governor of
Balochistan, which covers EL5.
CHESS Holding means a holding of Tethyan Shares on the CHESS Subregister of Tethyan
(usually a CHESS holding will be through a Controlling Participant).
CHESS means the Clearing House Electronic Subregister System established and operated by
ASX Settlement and Transfer Corporation Pty Limited.
Clawback Right means the right of BHP Billiton described as the 'Clawback Right' in Section 7.5
of Part 1.
Competing Proposal has the meaning given in Section 7.4(b)(vi) of Part 1.
Conditions means the Conditions to the Offer set out in clause 7.1 of Part 2.
Control has the meaning given in section 50AA of the Corporations Act.
Controlling Participant means, in relation to Tethyan Shares in a CHESS Holding, the
Participant with whom the holder has a sponsorship agreement as defined in the ASTC Settlement
Rules (usually, your broker).
Corporations Act means the Corporations Act 2001 (Cth).
Deed of Undertaking means the agreement of that name entered into between Antofagasta PLC
and Tethyan dated 15 February 2006, a summary of which is set out in Section 7.4(b) of Part 1.
EGM means the extraordinary general meeting of Tethyan Shareholders held on
23 February 2006, convened by a notice of meeting dated 24 January 2006.
EL5 or Exploration Licence No 5 means the Reko Diq Exploration Licence EL-5 that is held by
the CHEJV.
EL6 and EL8 or Exploration Licences Nos 6 & 8 mean the Western Extension Exploration
Licences EL-6 and EL-8.
FIRB means the Foreign Investments Review Board.
Government Agency means:
(a)
(b)
(c)
a government or government department or other body;
a governmental, semi-governmental or judicial person; or
a person (whether autonomous or not) who is charged with the administration of a law.
Heads of Agreement means the agreement of that name between Antofagasta PLC and Tethyan
dated 23 December 2005, a summary of which is included in Tethyan's notice of meeting dated
24 January 2006 convening the EGM.
Implementation Agreement means the agreement of that name entered into between Antofagasta
PLC and Tethyan on 15 February 2006, a summary of which is set out in Section 7.4(a) of Part 1.
Issuer Sponsored Holding has the meaning given to that term in the ASTC Settlement Rules.
Listing Rules means the official listing rules of ASX.
Mincor means Mincor Resources NL ABN 42 072 745 692.
page 55

Mincor Options means 12,557,566 Tethyan Options held by Mincor at the date of this Bidder's
Statement.
Offer Date means the date referred to in clause 1.3 of Part 2.
Offer or the Antofagasta Offer means the offer contained in clause 1.1 of Part 2.
Offer Period means the period referred to in clause 1.4 of Part 2.
Offer Price means the price referred to in clause 2.1 of Part 2.
Offers means the offers referred to in clause 1.2 of Part 2.
Original Deed of Undertaking means the deed of that name between Antofagasta PLC and
Tethyan dated 23 December 2005, a summary of which is included in Tethyan's notice of meeting
dated 24 January 2006 convening the EGM.
Original Proposal means the proposal announced in December 2005 under which
Antofagasta PLC would acquire a 19.9% interest in Tethyan, and Antofagasta PLC and Tethyan
would create a 50:50 joint venture for the development of the Reko Diq copper-gold project in
Pakistan.
Original Termination Deed means the Termination Deed between Antofagasta PLC, Tethyan
and BHP Billiton dated 23 December 2005, a summary of which is included in Tethyan's notice of
meeting dated 24 January 2006 convening the EGM.
Participant has the meaning given to that term in the ASTC Settlement Rules.
Permitted Issue means an issue of Tethyan Shares to raise not more than $5,000,000 at an issue
price of not more than $1.20 per Tethyan Share where Antofagasta PLC has been given a right of
first refusal for not less than 7 days to subscribe for those shares on terms no more favourable to
the subscribers than those first offered to Antofagasta PLC.
Pre-Bid Agreement means the agreement entered into between Antofagasta PLC and Mincor on
15 February 2006, a summary of which is set out in Section 7.4(c) of Part 1.
Prescribed Occurrence means an occurrence listed in clause 7.1(j) of Part 2.
Reconnaissance Licence No 7 (RL7) means Reconnaissance Licence No. 7 granted to Tethyan
Copper Company Pakistan (Private) Limited (a wholly owned subsidiary of Tethyan) on
22 November 2005.
Record Date means 8 March 2006, being the date set by Atacama under subsection 633(2) of the
Corporations Act.
Region means the Chagai Hills Region of Pakistan.
Regional Interests means:
(a)
(b)
the 100% interest in each of EL6 and EL8, presently held by BHP Billiton World
Exploration, Inc.; and
the 75% interest in the CHEVJ presently held by BHP Minerals International Exploration
Inc., as provided for in the Chagai Hills Exploration Joint Venture Agreement, including a
75% interest in EL5,
being all of the interests to which Tethyan is entitled under the Alliance Agreement, and the 100%
interest in the Reconnaissance Licence No 7.
Regulatory Approvals means such consents, approvals, instruments of other acts made or given
by a Government Agency required for the Bid.
Related Entity means, in relation to a party, any entity which is related to that party within the
meaning of section 50 of the Corporations Act.
page 56

Rights means all accretions and rights that accrue to or arise from Tethyan Shares after the date
this Bidder's Statement is lodged with ASIC, including all rights to receive dividends, to receive
or subscribe for shares, notes, bonds, options or other securities and all other distributions or
entitlements declared, paid, made or issued by Tethyan after that date.
Skafell means Skafell Pty Limited ACN 114 187 334.
Skafell Offer means the off-market takeover bid for Tethyan dated 14 July 2005 made by Skafell.
Takeover Transferee Holding has the meaning given to that term in the ASTC Settlement Rules.
Tanjeel Project means the project located on EL5 known as the Tanjeel Project (and formerly
called the H4 starter project).
Target's Statement means the target's statement in response to the Offers given by Tethyan
under Part 6.5 of Chapter 6 of the Corporations Act.
Tethyan Board means the board of directors of Tethyan.
Tethyan Directors means the directors of Tethyan.
Tethyan Group means Tethyan and its subsidiaries.
Tethyan means Tethyan Copper Company Limited ABN 24 093 519 692, having its registered
office at Level 1, 1 Havelock Street, West Perth WA 6005.
Tethyan Optionholder means a holder of Tethyan Options.
Tethyan Options means options to subscribe for Tethyan Shares granted by Tethyan and existing
at the Record Date.
Tethyan Shareholder means a holder of Tethyan Shares.
Tethyan Shares means fully paid ordinary shares in the capital of Tethyan.
2. Interpretation
In this Bidder's Statement, except where the context otherwise requires:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
the singular includes the plural and vice versa and a gender includes other genders;
another grammatical form of a defined word or expression has a corresponding meaning;
a reference a to person includes a natural person, partnership, body corporate, association,
governmental or local authority or agency or other entity;
a reference in Part 1 of this Bidder's Statement to a section, paragraph or part is a to a
section, paragraph or part in Part 1 of this Bidder's Statement;
a reference in Part 2 of this Bidder's Statement to a clause, paragraph or part is to a clause,
paragraph or part of Part 2 of this Bidder's Statement;
a reference in Part 1 of this Bidder's Statement to an annexure is to an annexure of this
Bidder's Statement, and a reference to this Bidder's Statement includes its annexures;
a reference to $, $A, dollars, or cents or ¢ is to Australian currency;
a reference to a statute, ordinance, code or other law includes regulations and other
instruments under it and consolidations, amendments, re-enactments or replacements of
any of them; and
a word or phrase defined in the Corporations Act, the ASX Listing Rules or the ASTC
Settlement Rules has the meaning given to it in that Act or those rules.
page 57

3. Headings
Headings are for ease of reference only and do not affect interpretation.
page 58

Signing page
DATED
Signed on behalf of Atacama according to a resolution of the directors of Atacama dated 9 March 2006.
Director
page 59

Annexure A
Tethyan's announcements to ASX
made from 1 September 2006 to
7 March 2006
Annexure to Bidder's Statement
page 60

Tethyan's announcements to ASX made from
1 September 2005 to 7 March 2006
Date
Announcement
1. 05/09/2005 Lodgement of a notice by Skafell extending the close of its takeover bid from
15 September 2005 to 15 October 2005.
2. 19/09/2005 Tethyan issues a notice for its Annual General Meeting on 24 October 2005.
3. 21/09/2005 Tethyan issues its Annual Report.
4. 04/10/2005 Lodgement by Tethyan of a notice pursuant to ASX Appendix 3B advising
that 100,000 seed investment options have been exercised at $0.15 per share.
5. 05/10/2005 Lodgement of a notice by Skafell extending the close of its takeover bid from
15 October 2005 to 17 November 2005.
6. 06/10/2005 Media Release by Tethyan detailing initial results from the Western
Porphyries Project.
7. 10/10/2005 Media Release by Tethyan advising that operations were unaffected by the
Pakistan earthquake.
8. 12/10/2005 Media Release by Tethyan providing updated results from the Tanjeel
Feasibility Study and identifying increased capital costs.
9. 14/10/2005 Media Release by Tethyan advising of a re-scoping of the Tanjeel Feasibility
Study.
10. 17/10/2005 Lodgement by Tethyan of a notice pursuant to ASX listing rule 3.10A
advising of the issue of 4,131,372 restricted fully paid ordinary shares,
5,500,000 restricted seed options exercisable at 15 cents, and 1,500,000
restricted executive options exercisable at 36 cents. Restrictions are effective
until 30 October 2005.
11. 20/10/2005 Media Release by Tethyan advising of another massive high-grade
intersection within the Western Porphyries Project
12. 24/10/2005 Tethyan issues its chairman's address to shareholders.
13. 24/10/2005 Tethyan issues its Annual General Meeting results.
14. 31/10/2005 Lodgement by Tethyan of a Mining Exploration Entity Quarterly Report
pursuant to ASX Appendix 5B.
15. 31/10/2005 Tethyan issues its First Quarterly Activities Report.
16. 31/10/2005 Lodgement by Tethyan of a notice pursuant to ASX Appendix 3B advising
the issue of 4,131,372 fully paid ordinary shares and the release from escrow
of 5,500,000 restricted seed options exercisable at 15 cents, and 1,500,000
restricted executive options exercisable at 36 cents.
17. 04/11/2005 Lodgement by Skafell of a Third Supplementary Bidder's Statement
indicating preparation to subscribe additional capital and suggesting that AIM
listing is not in Tethyan's best interests.
page 61

Date
Announcement
18. 07/11/2005 Lodgement of a notice by Skafell extending the close of its takeover bid from
17 November 2005 to 19 December 2005.
19. 10/11/2005 Lodgement by Skafell of Notice of change of interest of substantial holder,
notifying an increase in voting power from 0.94% to 9.4%.
20. 11/11/2005 Lodgement by Skafell of Notice of change of interest of substantial holder,
notifying a decrease in voting power from 9.4% to 8.47% (correction of a
double counting error).
21. 15/11/2005 Announcement by Tethyan continuing to recommend the rejection of
Skafell's offer.
22. 18/11/2005 Lodgement by Tethyan of a Change of Directors Interest Notice for David
Moore, indirectly acquiring 14,837 fully paid ordinary shares.
23. 22/11/2005 Media Release by Tethyan advising of the expansion of Pakistan exploration
interests.
24. 09/12/2005 Lodgement of a notice by Skafell extending the close of its takeover bid from
19 December 2005 to 9 January 2006.
25. 14/12/2005 Lodgement by Skafell of a Fourth Supplementary Bidder's Statement
containing an open letter urging Tethyan shareholders to accept its offer.
26. 22/12/2005 Lodgement by Skafell of Notice of change of interest of substantial holder,
notifying a decrease in voting power from 8.47% to 1.31%
27. 23/12/2005 Announcement by ASX of a trading halt on Tethyan securities pending the
release of an announcement by the company.
28. 23/12/2005 Media Release by Tethyan announcing joint venture with Antofagasta PLC to
develop the Reko Diq Project.
29. 03/01/2006 Media Release by Tethyan announcing drilling results from Western
Porphyries.
30. 03/01/2006 Lodgement of a notice by Skafell extending the close of its takeover bid from
9 January 2006 to 20 February 2006.
31. 04/01/2006 Lodgement by Skafell of a Fifth Supplementary Bidder's Statement
containing an open letter suggesting Tethyan shareholders face dilution due
to the joint venture with Antofagasta PLC.
32. 06/01/2006 Announcement by Tethyan in reply to Skafell's Fifth Supplementary Bidder's
Statement.
33. 11/01/2006 Lodgement by Tethyan of a Third Supplementary Target's Statement
announcing that Reko Diq resources have reached 2.4 billion tonnes.
34. 12/01/2006 Media Release by Tethyan advising of the lodgement of its pre-admission
announcement to the AIM.
35. 17/01/2006 Lodgement by Skafell of a Sixth Supplementary Bidder's Statement
increasing its offer from $0.64 to $0.775 per share.
36. 18/01/2006 Announcement by Tethyan recommending that shareholders reject Skafell's
amended offer.
page 62

Date
Announcement
37. 19/01/2006 Lodgement by Tethyan of a Fourth Supplementary Target's Statement
outlining reasons why Skafell's amended offer is inadequate.
38. 24/01/2006 Announcement by Tethyan recommending that shareholders continue to
reject Skafell's amended offer in spite of a potential Takeovers Panel
application from Skafell.
39. 24/01/2006 Tethyan issues its second quarter activities report.
40. 24/01/2006 Tethyan issues its second quarter cashflow report.
41. 27/01/2006 Tethyan issues a notice of General Meeting for 23 February 2006.
42. 27/01/2006 Lodgement by Tethyan of a Fifth Supplementary Target's Statement attaching
the letter sent to shareholders on 24 January 2006.
43. 06/02/2006 Letter from Tethyan to ASX confirming compliance with listing rules and
advising that it is unaware of any explanation for its price rise from $0.88 to
$0.98 per share.
44. 08/02/2006 Lodgement of a notice by Skafell extending the close of its takeover bid from
20 February 2006 to 20 March 2006.
45. 15/02/2006 Recommended off-market cash takeover offer for Tethyan Shares by
Antofagasta PLC
46. 15/02/2006 Pre-bid acceptance agreement between Antofagasta PLC and Mincor
Resources NL
47. 16/02/2006 Lodgement by Tethyan of a Sixth Supplementary Target's Statement
enclosing the 15 February 2006 media release in relation to the off-market
cash takeover offer for Tethyan Shares by Antofagasta PLC.
48. 21/02/2006 Lodgement by Asset Value Investors Limited of Notice of change of interest
of substantial holder, notifying a decrease in voting power from 15,900,000
shares to 15,725,000 shares.
49. 21/02/2006 Lodgement by British Empire Securities and General Trust PLC of Notice of
change of interest of substantial holder, notifying a decrease in voting power
from 10.44% to 7.89% shares.
50. 22/02/2006 Lodgement by UBS Nominees Pty Limited and its related bodies corporate of
a Notice of initial substantial holder, notifying voting power of 6.01%.
51. 23/0202006 Results of general meeting.
52. 24/02/2006 Lodgement by Antofagasta PLC and its related bodies corporate of a Notice
of initial substantial holder, notifying voting power of 8.94%.
53. 27/02/2006 Lodgement by Antofagasta PLC and its related bodies corporate of a Notice
of change of interests of substantial holder, notifying voting power of
12.19%.
54. 27/02/2006 Lodgement by Barrick of a Notice of initial substantial holder, notifying voting
power of 8.94% including the Bid Support and Purchase Agreement.
55. 28/02/2006 Lodgement by Barrick Gold Corporation of a Notice of change of interests of
substantial holder, notifying voting power of 12.19%.
page 63

Date
Announcement
56. 28/02/2006 Proposed Placement of New Shares
57. 28/02/2006 Half Year Financial Report
58. 02/03/2006 Lodgement by Monterrey Investment Management Limited of a Notice of
initial substantial holder, notifying voting power of 11.3%.
59. 02/03/2006 Lodgement by Tethyan of a notice pursuant to ASX Appendix 3B advising
that 150,000 employee options have been exercised at $0.36 per share.
60. 03/03/2006 Lodgement by UBS Nominees Pty Limited and its related bodies corporate of
a Notice of change of interests of substantial holder, notifying voting power
of 8.12%.
61. 06/03/2006 Announcement by Skafell of intention to increase its offer price to $1.35
62. 06/03/2006 Tethyan's response to Skafell's announcement of its intention to increase its
offer price to $1.35.
63. 07/03/2006 Lodgement by Skafell of a Seventh Supplementary Bidder's Statement
increasing its offer from $0.775 to $1.35 per share.
page 64

BIDDER’S
STATEMENT
BIDDER’S
STATEMENT
BIDDER’S
STATEMENT