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

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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
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 and 28: 7. Additional information 7.1 Compu
Page 29 and 30: (i) (ii) (iii) (iv) (v) (vi) The He
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: (e) (f) (g) (h) (i) (j) (k) (iii) (
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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