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EXX - Exxaro - Exxaro confirms no increase in offer for Territory EXXARO RESOURCES LIMITED Incorporated in the Republic of South Africa (Registration Number: 2000/011076/06) JSE share code: EXX ISIN code: ZAE000084992 ADR code: EXXAY ("Exxaro") EXXARO CONFIRMS NO INCREASE IN OFFER FOR TERRITORY Exxaro Resources Limited (JSE: EXX, "Exxaro") confirms that the $0.46 per share offered under the takeover bid for Territory Resources Limited (ASX:TTY, "Territory") by its wholly-owned Australian subsidiary, Exxaro Australia Iron Investments Pty Ltd, will not be increased and the offer period will not be extended beyond the current closing date of midnight (Australian Western Standard Time) on 4 July 2011. Exxaro`s Executive General Manager of Business Growth, Ernst Venter, said that after carefully considering all options, Exxaro had decided not to increase its bid following an on market offer for Territory by Noble Group. "Territory holds assets that have not been able to realise their full potential under current debt and ownership arrangements. We felt that the addition of our balance sheet, bulk commodity experience and in house iron ore beneficiation expertise to the assets would have resulted in a significant uplift in the operating value of the assets," said Mr Venter. "However, Exxaro has a disciplined approach to growth and acquisitions, and the company will not bid above what we see as fair value for the assets. "Exxaro is focused on further diversifying and will continue to review a number of other potential opportunities in both iron ore and Australia," said Mr Venter. As the Exxaro offer is still subject to a number of conditions that Exxaro does not intend to waive at this stage, it is likely that the Exxaro offer will lapse on 4 July 2011. Following the lapsing of the Exxaro offer, any acceptances lodged in the Exxaro offer, including the acceptances relating to DCM DECOmetal`s holding in Territory (pursuant to the pre-bid acceptance agreement between the parties), will lapse and those Territory shareholders will then be free to deal with their Territory shares as they see fit. Following the Territory Board`s recommendation of the Noble offer, Exxaro has formally requested payment from Territory of the agreed break fee of approximately $1,56 million, pursuant to the bid implementation agreement between the parties. -ENDS- For further information contact: Ernst Venter Executive GM: Business Growth Exxaro Resources T:+27 12 307 4322 M:+27 83 6091313 Riaan Koppeschaar GM: Corporate Finance and Treasury Exxaro Resources T:+ 27 12 307 4145 M :+27 836091047 Australian Media Shane Murphy FD T: +61 8 9386 1233 M: +61 420 945 291 shane.murphy@fd.com Richard Phillips / Jonathan Farrer Greenhill Caliburn Pty Ltd T: +61 3 9935 6806 / +61 3 9935 6809 Pretoria 23 June 2011 Sponsor to Exxaro Deutsche Securities (SA) (Pty) Limited Date: 23/06/2011 07:30:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
