Merger of Perilya and CBH Resources Creation of a globally significant zinc and lead producer 26 March 2008
2 03082w905 Important notice The purpose of this material is to provide general information about the proposed transaction between Perilya Limited (“Perilya”) and CBH Resources Limited (“CBH”). This material is not and does not constitute an offer, invitation or recommendation to subscribe for, or purchase any shares. Neither this material nor anything contained in it shall form the basis of any contract or commitment. Reliance should not be placed on the information or opinions contained in this material. This material does not take into consideration the investment objectives, financial situation or particular needs of any particular investor. Any decision to purchase or subscribe for shares should only be made after undertaking an independent assessment and determination as to the information to be contained in the Scheme Booklets to be subsequently issued and after seeking appropriate financial advice. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this material. To the maximum extent permitted by law, Perilya, CBH and their affiliates and related bodies corporate, and their respective officers, directors, employees, agents and advisers disclaim any liability (including, without limitation any liability arising from fault or negligence) for any loss or damage arising from any use of this material or its contents, including any error or omission therefrom, or otherwise arising in connection with it. Any forecasts and other forward-looking statements set out in this material are based on a number of estimates, assumptions and pro forma adjustments that are subject to business, economic and competitive uncertainties and contingencies, with respect to future business decisions, which are subject to change and in many cases outside the control of Perilya and CBH. Any forecasts contained in this material may vary from actual financial results, and these variations may be material and, accordingly, neither Company nor their Directors can give any assurance that the forecast performance in any forecasts or any forward-looking statement contained in this material will be achieved. Neither Company undertakes to revise the material to reflect any future events or circumstances. This material may not be lawfully published in some jurisdictions or may only be provided to certain persons and you must not view this material if to do so would be unlawful in your jurisdiction or may otherwise place either Company under obligations which it has not complied with. All figures are expressed in Australian dollars unless stated otherwise.
3 03082w905 Chief Executive Officer Stephen Dennis Patrick O’Connor Chairman Presenters
4 03082w905 Transaction rationale Indicative timetable Merger summary Agenda 1 2 3
Merger summary ECTION 1 S
6 03082w905 Merger of Perilya and CBH 1 Unification of Broken Hill ownership for the first time —significant operational efficiencies and value creation 2 Creation of a globally significant zinc and lead producer 3 Significant reserve and resource inventory with attractive commodity mix 4 Quality portfolio of base metal assets at varying stages of development 5 Increased equity market scale and ongoing liquidity
7 03082w905 Merger highlights • 1 Perilya share for every 3 CBH shares, plus • CBH shareholders to receive 1 listed Perilya option for every 20 CBH shares held � Merger terms with an exercise price of $2.00 and a December 2010 expiry • CBH shareholders to receive an interest in Kimberley Metals Limited, to be listed on an internationally recognised securities exchange, consisting of advanced stage CBH exploration assets � through a share distribution expected to be 1 Kimberley Metals share for every 9.2 CBH shares held • CBH listed convertible notes replaced with listed convertible notes in the Combined Group issued on substantially the same terms • Merger to be implemented via interdependent schemes of arrangement for the CBH ordinary shares and Implementation convertible notes • Merger unanimously recommended by CBH’s Board in the absence of a superior proposal and subject to Unanimous Independent Expert concluding the merger is in the best interest of CBH security holders • board Toho (CBH’s largest shareholder (25.5%) and noteholder (25.5%)) has publicly stated that it will support the recommendation merger in the absence of a superior proposal • and support of A separate Toho convertible note (approx. $14 million) will be converted by Toho into ordinary shares in CBH CBH’s largest (up to the maximum allowed by law) with the balance of this note replaced with a convertible note over the Combined Group stakeholder
8 03082w905 Merger highlights • Perilya’s shareholders will own 41% and CBH shareholders 59% of the Combined Group respectively 1 • Approximately 479 million of shares on issue upon completion of the interdependent schemes Ownership and • Significant balance sheet flexibility with 31 December 2007 pro forma cash of $313 million and indebtedness capital structure of $243 million (including $187 million in convertible notes due in 2012) • The Proposed Merger will approximately reflect the relative market values of both companies as at 19 March 2008 • Offer terms Premium of 27% (excluding the value of Kimberley Metals) based on the volume weighted average of the closing prices on ASX of Perilya and CBH shares for the 1 month period leading up to and including 19 March 2008, the last day of trading before both companies went into trading halt • CBH shareholder and CBH noteholder approval at interdependent schemes Offer • Court approval of schemes conditions and • break fee No unusual conditions • Mutual break fee of $2 million payable in specified circumstances Notes: 1. Not including impact of exercise of Perilya options issued as consideration to CBH shareholders
9 03082w905 Merger highlights • Board will consist of four Perilya directors and three CBH directors and will provide an appropriate Board and blend of industry, technical and commercial experience senior • management Patrick O’Connor will be Chairman of the Combined Group and Stephen Dennis will be Managing Director • Kimberley Metals to hold Mineral Hill, Sorby Hills, Constance Range and certain other pre- Separation of development assets not required for operation of the Endeavor Mine, Panorama Project and certain of CBH’s Broken Hill operations early stage • assets Separation to be effected through equal access capital reduction (requires approval of 50% of the shares voting) • Separation not conditional upon completion of proposed CBH / Perilya merger • CBH shareholder meeting to approve capital reduction likely to take place prior to merger scheme meetings
Transaction rationale ECTION 2 S
11 03082w905 S ummary of merger benefits • Benefits and efficiencies will include Unification of Broken Hill ownership — � Timing of Rasp mining and development brought forward significant operational efficiencies � $70 million savings from the eliminated capital requirement for a mill at Rasp mine � Significantly lower milling unit costs from utilising spare capacity at Perilya’s Broken Hill concentrator � Combined resources provides greater flexibility and reduced risk to production • Expected to add material life to Broken Hill mining through efficient access to combined resources, elimination of tenement boundaries and access to remnant ore • Combination of Broken Hill and Endeavor will provide the Combined Group with a material presence in Western New South Wales (a globally significant base metals region) Additional operational benefits • Proximity between the two production centres should allow for increased flexibility regarding staff and pooling of common resources • The Combined Group will have opportunities to reduce corporate overhead across both sets of operations • Operating mines – Broken Hill (including Rasp mine), Endeavor and Flinders Quality portfolio of base (Beltana) metal assets at varying • Development projects – Rasp, Potosi, North Mine Deeps, Panorama, Mt Oxide and stages of development Flinders (Reliance) • Exploration – Broken Hill, Flinders, Cobar Basin, Kangaroo Caves, Napier Range, Fossil Downs, Hera etc
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