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

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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
Page 1 and 2: BIDDER’S BIDDER’S STATEMENT BID
Page 3 and 4: Summary of the Offer and how to acc
Page 5 and 6: How does the Offer affect the Origi
Page 7 and 8: BIDDER'S STATEMENT ATACAMA COPPER P
Page 9 and 10: Contents Bidder's Statement Part 1
Page 11 and 12: 9.2 Extension of Offer 53 10. Costs
Page 13 and 14: Part 1 - Statutory information 1. A
Page 15 and 16: The number of Tethyan Shares indica
Page 17 and 18: that was not offered to all holders
Page 19 and 20: to Alfa Estates, bearing interest a
Page 21 and 22: (b) Tethyan's board of directors At
Page 23 and 24: 5.5 Business, assets and employees
Page 25 and 26: Mincor should obtain separate tax a
Page 27: 7. Additional information 7.1 Compu
Page 31 and 32: ights under, or apply for a mining
Page 33 and 34: (A) (B) Tethyan or any of its subsi
Page 35 and 36: Alliance Agreement. If BHP Billiton
Page 37 and 38: Billiton Deed. However, if Atacama
Page 39 and 40: In respect of the first JV Project,
Page 41 and 42: The following persons have given, a
Page 43 and 44: the Offer Period will be automatica
Page 45 and 46: (b) authorise Atacama to instruct y
Page 47 and 48: (e) (f) (g) (h) (i) (j) (k) (iii) (
Page 49 and 50: (d) (e) (f) Other Regulatory Approv
Page 51 and 52: (ii) (iii) (iv) (v) disposes of, of
Page 53 and 54: clause 7.1(c) has been fulfilled. N
Page 55 and 56: Part 3 - Defined terms and interpre
Page 57 and 58: Mincor Options means 12,557,566 Tet
Page 59 and 60: 3. Headings Headings are for ease o
Page 61 and 62: Annexure A Tethyan's announcements
Page 63 and 64: Date Announcement 18. 07/11/2005 Lo
Page 65: Date Announcement 56. 28/02/2006 Pr

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

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