September 06, 2008

Xstrata makes AUD 3.1 billion bid for Jubilee Mines

Xstrata plc and Jubilee Mines NL announced that they have entered into a binding agreement for an all cash offer by Ithaki Australia Pty Limited, a wholly owned subsidiary of Xstrata plc, to acquire all of the issued and outstanding shares of Jubilee by way of a recommended off market takeover offer. The Offer will be financed through Xstrata's existing credit facilities and cash on hand.

The Offer is for AUD 23 per share, valuing Jubilee at approximately AUD 3.1 billion. The Offer represents a 35% premium over the closing price of AUD 17.1 per Jubilee share on the Australian Securities Exchange on 26 October 2007, a 36% premium over the volume weighted average price of Jubilee shares over the last 30 trading days on the ASX and a 25% premium to Jubilee’s all time record high share price.

The Offer will be open for acceptance for a period of not less than one month from the date the documents are mailed and will be conditional upon, among other things, valid acceptances of the Offer by Jubilee shareholders owning not less than 90% of the Jubilee shares. The terms of the conditions of the Offer are set out in Appendix 1. Once the 90% acceptance level is achieved, Xstrata intends to take steps available to it to acquire any outstanding Jubilee shares.

Xstrata has received informal clearance from the Australian Competition and Consumer Commission for its Offer. No further anti trust approvals are required. The Offer will be subject to certain customary conditions, namely approval by Australia’s Foreign Investment Review Board and the absence of a material adverse change with respect to Jubilee.

Morgan Stanley is acting as financial adviser and Cochrane Lishman is acting as legal adviser to Jubilee in relation to the Xstrata Offer. Macquarie Bank Limited is acting as financial adviser and Mallesons Stephens Jacques and Freshfields Bruckhaus Deringer are acting as legal counsel to Xstrata.

The board of directors of Jubilee, after consultation with its financial and legal advisors, has unanimously recommended Xstrata’s Offer in the absence of a superior offer and believes that it is in the best interests of Jubilee shareholders to accept the Offer. Each of the directors of Jubilee intends to accept the Offer in respect to the shares held or controlled by them.

Mr Ian Pearce CEO of Xstrata Nickel said “The combination of Jubilee with Xstrata Nickel marks an exciting step in our strategy to create a world-class nickel business, and represents our entry into Western Australia, one of the world’s great nickel provinces. Jubilee is clearly the premier independent nickel company in Australia and benefits from a highly experienced team of people. In making this Offer, we have taken full account of Jubilee’s existing operations and its various exploration and development projects. We believe this Offer presents Jubilee shareholders with a highly attractive, fully priced cash premium for their investment.”