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

(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
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