28273

CONFIDENTIAL

6US$350,000,000

Barminco Finance Pty Limited

6.625% Senior Secured Notes due 2022

Interest payable on May 15 and November 15

Barminco Finance Pty Limited, an Australian corporation (ACN 126 398 267) (the “Issuer”), is offering US$350.0 millionaggregate principal amount of 6.625% Senior Secured Notes due 2022 (the “Notes”). The Notes will mature on May 15,2022. Interest will accrue from and including April 26, 2017, and the first interest payment date will be May 15, 2017.

At any time prior to May 15, 2019, the Issuer may redeem up to US$125.0 million of the original principal amount ofthe Notes, at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, butnot including, the date of redemption, with the net proceeds from an initial public offering. In addition, at any time prior toMay 15, 2019, the Issuer may redeem some or all of the Notes at a price equal to 100% of the principal amount of theNotes, plus a “make-whole premium” and accrued and unpaid interest, if any, to, but not including, the date of redemption.The Issuer may also redeem all or any part of the Notes at any time on or after May 15, 2019 at the redemption pricesspecified under “Description of the Notes—Optional redemption—Optional redemption at any time on or after May 15,2019,” plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The Issuer may redeem all,but not less than all, of the Notes upon the occurrence of certain changes in tax law. If we sell certain of our assets orupon the occurrence of a change of control triggering event, we must offer to purchase the Notes.

The Notes will be fully and unconditionally guaranteed on a senior secured basis (the “Note Guarantees”) by the Issuer’sparent company, Barminco Holdings Pty Limited, an Australian corporation (the “Parent Guarantor”) and by each of the ParentGuarantor’s existing and future direct and indirect subsidiaries that will guarantee, or be a borrower under, the New CreditFacility (as defined herein) or certain of our other indebtedness (together with the Parent Guarantor, the “Guarantors”).

The Notes and the Note Guarantees will be secured by first priority liens, subject to permitted liens, on substantially allof the Issuer’s and the Guarantors’ assets (such assets, other than the Excluded Assets (as defined herein), the“Collateral”). The security interests in the Collateral securing the Notes and the Note Guarantees will rank on an equal andratable basis with any Pari Passu Secured Obligations (as defined herein) and any Payment Priority Obligations (as definedherein) incurred by us and the Guarantors; provided that the holders of notes will be entitled to receive proceeds of theCollateral upon any enforcement action with respect to the Collateral or otherwise after an event of default, including anybankruptcy, insolvency or liquidation proceeding, only following the prior payment in full of all Payment Priority Obligations.See “Description of the Notes—Security” and “Description of the Collateral.”

See “Risk Factors” beginning on page 23 for a discussion of certain risks that you should consider in connection withan investment in the Notes.

Offering price: 100.00%

The Notes and the Note Guarantees have not been and will not be registered under the U.S. Securities Act of1933, as amended (the “Securities Act”), or the securities laws of any other place. The Issuer does not intend toregister the Notes for an exchange offer under the Securities Act. Unless they are registered, the Notes may beoffered only in transactions that are exempt from registration under the Securities Act and applicable statesecurities laws. The Issuer and the initial purchasers named below are offering the Notes (1) in the United Statesto persons they reasonably believe to be qualified institutional buyers under Rule 144A under the Securities Act(“Rule 144A”) and (2) outside the United States in reliance on Regulation S under the Securities Act(“Regulation S”). For further details about eligible offerees and resale restrictions, see “Transfer Restrictions.”

Application has been made to list the Notes on the Singapore Exchange Securities Trading Limited (the “SGX-ST”).The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reportscontained in this offering circular. Admission of the Notes to the Official List of the SGX-ST is not to be taken as anindication of the merits of the Notes.

The Issuer expects that delivery of the Notes will be made to investors in book-entry form through The DepositoryTrust Company and its participants, including Euroclear Bank SA/NV and Clearstream Banking, S.A., on or about April 26,2017.

Joint book-running managers

Goldman, Sachs & Co. HSBC SC Lowy

Offering Circular dated April 11, 2017

73371

The maps below show mining sites where Barminco or its joint ventures (AUMS) have mining contractsin place.

Diamond Drilling

Underground hard-rockmining

Service Type

Vedanta’s Hindustan Zinc, Rampura Agucha

MMG, Dugald River

MMG, Rosebery

Independence Group, Nova

Billabong Gold, Plutonic

Gold Fields, Lawlers

Gold Fields, Darlot

Gold Fields, Wallaby

Western Areas, Spotted Quoll

Western Areas, Flying Fox

Anglogold Ashanti, Sunrise Dam

Gold Fields, Agnew

Northern Star, Kundana

Newmont, Subika

Roxgold, Yaramoko

Centamin, Sukari

AngloGold Ashanti, GeitaComplex

AUMS

Australia

Africa India

83393

TABLE OF CONTENTS

Page

Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Corporate Structure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55Selected Historical Consolidated Financial and Operating Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56Management’s Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . 59Industry Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117Description of Other Financing Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123Book-entry Settlement and Clearance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193Description of the Collateral. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196Enforcement of Liens in Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200Australian Insolvency Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212Transfer Restrictions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221Index to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

In making your investment decision, you should rely only on the information contained in this offeringcircular. The Issuer and the initial purchasers have not authorized anyone to provide you with any otherinformation. If you receive any other information, you should not rely on it.

The Issuer and the initial purchasers are offering to sell the Notes only in places where offers andsales are permitted.

You should not assume that the information contained in this offering circular is accurate as of anydate other than the date on the front cover of this offering circular. Neither the delivery of this offeringcircular nor any sale made hereunder shall under any circumstances imply that the information herein iscorrect as of any date subsequent to the date on the cover of this offering circular.

Barminco Finance Pty Limited is incorporated in Australia. Our principal executive offices are locatedat 390 Stirling Crescent, Hazelmere, Western Australia, Australia 6055 and our telephone number at thataddress is +61 8 9416 1000. Our website is located at http://www.barminco.com.au. Our website and theinformation contained on our website is not part of this offering circular, and you should rely only on theinformation contained in this offering circular when making a decision as to whether to invest in thenotes.

This offering circular is a confidential document that Barminco is providing only to prospectivepurchasers of the Notes. You should read this offering circular before making a decision whether topurchase any Notes. You must not:

• use this offering circular for any other purpose;

• make copies of any part of this offering circular or give a copy of it to any other person; or

• disclose any information in this offering circular to any other person.

i

84074

Each of the Issuer and the Guarantors, having made all reasonable enquiries, accepts fullresponsibility for the accuracy of the information contained in this offering circular and confirms that tothe best of its knowledge and belief (i) this offering circular contains all information with respect to theIssuer and the Guarantors, the Notes and the Note Guarantees which is material in the context of theoffering of the Notes (including all information which, according to the particular nature of the Issuer andthe Guarantors, the Notes and the Note Guarantees, is necessary to enable investors to make aninformed assessment of the assets and liabilities, financial position and profits and losses of the Issuer,the Guarantors and of the rights attaching to the Notes and the Note Guarantees), (ii) the statementscontained in this offering circular relating to the Issuer and the Guarantors, the Notes and the NoteGuarantees are in all material respects true and accurate and not misleading, and (iii) there are no otherfacts relating to the Issuer, the Guarantors, the Notes and the Note Guarantees the omission of whichwould, in the context of the issue and offering of the Notes and the giving of the Note Guarantees, makeany statement in this offering circular misleading in any material respect.

Barminco has prepared this offering circular and Barminco is solely responsible for its contents. Youare responsible for making your own examination of us and your own assessment of the merits and risksof investing in the Notes. You may contact us if you need any additional information. By purchasing anyNotes, you will be deemed to have acknowledged that:

• you have reviewed this offering circular;

• you have had an opportunity to request and to review, and you have received, any additionalinformation that you need from us;

• you have not relied upon the initial purchasers or any person affiliated with the initial purchasers inconnection with your investigation of the accuracy of such information or your investment decision;

• this offering circular relates to an offering that is exempt from registration under the Securities Actand may not comply in important respects with the rules of the U.S. Securities and ExchangeCommission (the “SEC”) that would apply to an offering document relating to a public offering ofsecurities; and

• no person has been authorized to give information or to make any representation concerning us,this offering or the Notes, other than as contained in this offering circular in connection with yourexamination of us and the terms of this offering.

Barminco is not providing you with any legal, business, tax or other advice in this offering circular.You should consult your own attorney, business advisor and tax advisor for legal, business and taxadvice regarding an investment in the Notes. You should contact the initial purchasers with any questionsabout this offering.

You must comply with all laws and regulations that apply to you in any place in which you buy, offeror sell any Notes or possess or distribute this offering circular. You must also obtain any consents,permission or approvals that you need in order to purchase, offer or sell any Notes under the laws andregulations in force in any jurisdiction to which you are subject or in which you make such purchases,offers or sales. We and the initial purchasers are not responsible for your compliance with these legalrequirements. Barminco is not making any representation to you regarding the legality of your investmentin the Notes under any legal investment or similar law or regulation.

Barminco is offering the Notes in reliance on exemptions from the registration requirements of theSecurities Act. These exemptions apply to offers and sales of securities that do not involve a publicoffering. By purchasing any Notes, you will be deemed to have made certain acknowledgments,representations and agreements as described in the “Transfer Restrictions” section of this offeringcircular. You may be required to bear the financial risks of investing in the Notes for an indefinite periodof time.

The Notes have not been recommended by any federal, state or foreign securities authorities, norhave any such authorities determined that this offering circular is accurate or complete.

The Notes are subject to restrictions on resale and transfer and may not be transferred or resoldexcept as permitted under the Securities Act and applicable state securities laws pursuant to registration

ii

32431

or exemption therefrom. Please refer to the sections in this offering circular entitled “Plan of Distribution”and “Transfer Restrictions.”

The initial purchasers and their respective affiliates make no representation or warranty, express orimplied, as to the accuracy or completeness of the information contained in this offering circular. Nothingcontained in this offering circular is, or shall be relied upon as, a promise or representation by the initialpurchasers or any of their respective affiliates as to the past or future. The initial purchasers and theirrespective affiliates assume no responsibility for the accuracy or completeness of any such information.

The initial purchasers, the trustee and their respective affiliates have not independently verified anyof the information contained in this offering circular. Each of the initial purchasers, the trustee and theirrespective affiliates accordingly disclaims all and any liability whether arising in tort or contract orotherwise which it might otherwise have in respect of this offering circular or any such statement.

None of the initial purchasers, the trustee and their respective affiliates undertakes to review thefinancial condition or affairs of the Issuer or the Guarantors during the life of the arrangementscontemplated by this offering circular nor to advise any investor or potential investor in the Notes of anyinformation coming to the attention of any of the initial purchasers, the trustee or any of their respectiveaffiliates.

The Bank of New York Mellon in each of its capacities including but not limited to trustee, registrarand principal paying agent has not prepared this offering circular and assumes no responsibility for itscontent.

This offering circular does not take into account the investment objectives, financial situation orneeds of any particular prospective investor. Accordingly, before making an investment decision,prospective investors must rely on their own examination of our company and the terms of the offer ofthe Notes pursuant to this offering circular, including the merits and risks involved and should assesswhether the acquisition of the Notes is appropriate in light of its own financial circumstances or seekprofessional advice. Each prospective investor should consult its own advisors before making itsinvestment decision and to determine whether it is legally permitted to purchase the securities underapplicable legal investment or similar laws or regulations.

NOTICE TO AUSTRALIAN RESIDENTS

This offering circular and offer of the Notes is only made available in Australia to persons to whom adisclosure document is not required to be given under Chapter 6D nor Chapter 7.9 of the AustralianCorporations Act 2001 (the “Australian Corporations Act”). This offering circular is not a prospectus,product disclosure statement or any other form of formal “disclosure document” for the purposes ofAustralian law and is not required to, and does not, contain all the information which would be requiredin a “disclosure document” under Australian law. This offer circular has not been and will not be lodgedor registered with the Australian Securities and Investments Commission, the Australian SecuritiesExchange Limited (“ASX”) or any other regulatory body or agency in Australia. Prospective investorsshould not construe anything in this offering circular as legal, business or tax advice nor as financialproduct advice for the purposes of Chapter 7 of the Australian Corporations Act.

AVAILABLE INFORMATION

Neither the Issuer nor the Guarantors are subject to the periodic reporting and other informationalrequirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). In order topermit resales under Rule 144A while the Notes are “restricted securities” under the Securities Act,unless Barminco furnishes information to the SEC in accordance with Rule 12g3-2(b) under theExchange Act, Barminco will furnish, upon the request of any Note holder or of a beneficial interest in aGlobal Note, the information specified in paragraph (d)(4) of Rule 144A, to the holder or beneficial owneror to prospective purchasers of such note or beneficial interest who are qualified institutional buyerswithin the meaning of Rule 144A.

Barminco will make available to the holders of the Notes, at the corporate trust office of the trusteeunder the indenture governing the Notes, copies of the indenture as well as our annual report andquarterly reports.

iii

42307

CERTAIN DEFINITIONS

In this offering circular, references to:

• the “Issuer” is to Barminco Finance Pty Limited;

• the “Parent Guarantor” is to the Issuer’s parent company, Barminco Holdings Pty Limited;

• the term “Guarantors” refers collectively to the Parent Guarantor and each of the ParentGuarantor’s existing and future direct and indirect subsidiaries that will guarantee, or be aborrower under, the New Credit Facility or certain of our other indebtedness;

• the terms “Barminco,” “we,” “us,” or “our” refer collectively to the Parent Guarantor, the Issuer andtheir subsidiaries (these terms exclude AUMS because the AUMS joint venture companies are notsubsidiaries), unless otherwise indicated or the context otherwise requires;

• the term “AUMS” refers collectively to joint venture companies African Underground MiningServices Limited, African Underground Mining Services Mali SARL, African Underground MiningServices Burkina Faso SARL and African Underground Mining Services Tanzania;

• the terms “AUMS Ghana,” “AUMS Mali”, “AUMS BF” and “AUMS Tanzania” are references toAfrican Underground Mining Service Limited, African Underground Mining Services Mali SARL,African Underground Mining Services Burkina Faso SARL, and African Underground MiningServices Tanzania respectively;

• the term “C1 cash costs” means the cash costs incurred at each processing stage, from miningthrough to recoverable metal delivered to market, less net by-product credits (if any);

• the term “CAGR” means the compound annual growth rate;

• the term “Capital Expenditure” means funds used to acquire or upgrade property, plant andequipment, whether funded through cash or through debt;

• the term “initial purchasers” refers to the firms listed on the cover page of this offering circular;

• the term “Existing Notes” refers to the Issuer’s 9.00% Senior Notes due 2018;

• the term “Existing Credit Facility” means the A$100 million revolving credit facility that Barmincoentered into with several banks in May 2013 and which was reduced to A$19 million in April 2016;

• the term “New Credit Facility” means the A$100.0 million revolving loan facility that Barmincoexpects to enter into with several lenders promptly after completion of the offering of the Notes(for a full description, see “Description of Other Financing Arrangements—New Credit Facility”);

• the term “NPAT” means Barminco’s profit/loss for the period attributable to equity holders of theCompany;

• the term “Redeemable Preference Shares” means the redeemable preference shares issued inconnection with the acquisition of Barminco Limited in August 2007 by the Parent Guarantor to anumber of new shareholders and management (see “Description of Other FinancingArrangements—Redeemable Preference Shares”);

• the term “Redundancy Costs” means contractual entitlements, payments in lieu of notice and allincome tax thereon, payable to employees on termination of employment by Barminco. Whenevaluating our operating performance, redundancy costs have been excluded, as they typicallyoccur on conclusion of mining contracts or following specific corporate restructuring events, andare therefore not considered by management to be routine expenses of the business. Thistreatment is consistent with our other external reporting and with how management evaluates theunderlying performance of the business;

• the term “Shareholder Loan Notes” means the loan notes issued in connection with the acquisitionof Barminco Limited in August 2007 by the Parent Guarantor to Bremerton Pty Ltd that mature onMay 1, 2026 and ceased accruing interest on June 29, 2016 (see “Description of Other FinancingArrangements—Shareholder Loan Notes”);

• the term “Total Tangible Assets” means total assets less intangibles, deferred tax assets andderivative financial instruments;

iv

58889

• the term “LTM” means the last twelve months before the date indicated;

• the term “km” means kilometer;

• the term “koz” means thousand ounces;

• the term “kt” means thousand tonnes;

• the term “lb” means Pounds;

• the term “mt” means million tonnes; and

• the term “oz” means ounces.

The following table sets out the conversion from metric measures into imperial equivalents:

1 tonne . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . = 2,204.6224 Pounds1 tonne . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . = 1.1023 Tons (short)1 Kilometer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . = 0.6214 Miles1 Meter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . = 3.2808 Feet

Our fiscal year ends on June 30 of each year. In this offering circular, “fiscal 2016” means thetwelve month period ended June 30, 2016 and other fiscal years are referred to in a correspondingmanner. The six month period ended December 31, 2016 is referred to as the fiscal 2017 half year andother half years are referred to in a corresponding manner.

The term “2016 Financial Statements” means our annual consolidated financial statements for fiscal2016 and including fiscal 2015 comparative amounts that are included in this offering circular. The term“2017 Half Year Financial Statements” means our unaudited interim condensed consolidated financialstatements for the fiscal 2017 half year and the fiscal 2016 half year comparative amounts that areincluded in this offering circular.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This offering circular includes statements that express our opinions, expectations, beliefs, plans,objectives, assumptions or projections regarding future events or future results and therefore are, or maybe deemed to be, “forward-looking statements.” These forward-looking statements can generally beidentified by the use of forward-looking terminology, including the terms “believes,” “estimates,”“anticipates,” “expects,” “estimates,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, ineach case, their negative or other variations or comparable terminology. They appear in a number ofplaces throughout this offering circular and include statements regarding our intentions, beliefs or currentexpectations concerning, among other things, our results of operations, financial condition, liquidity,prospects, growth, strategies and the industry in which Barminco operates.

By their nature, forward-looking statements involve risks and uncertainties because they relate toevents and depend on circumstances that may or may not occur in the future. Barminco believes thatthese risks and uncertainties include, but are not limited to, those described in the “Risk Factors” sectionof this offering circular. Those factors should not be construed as exhaustive and should be read withthe other cautionary statements in this offering circular. Other factors are discussed under“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Although Barminco bases these forward-looking statements on assumptions that Barminco believesare reasonable, Barminco cautions you that forward-looking statements are not guarantees of futureperformance and that our actual results of operations, financial condition and liquidity, and thedevelopment of the industry in which Barminco operates may differ materially from those made in orsuggested by the forward-looking statements contained in this offering circular. In addition, even if ourresults of operations, financial condition and liquidity, and the development of the industry in whichBarminco operates are consistent with the forward-looking statements contained in this offering circular,those results or developments may not be indicative of results or developments in subsequent periods.

Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements that Barminco makes in this offering circular speakonly as of the date hereof, and Barminco undertakes no obligation to update those statements or to

v

04334

publicly announce the results of any revisions to any of those statements to reflect future events ordevelopments. Comparisons of results for current and any prior periods are not intended to express anyfuture trends or indications of future performance, unless expressed as such, and should only be viewedas historical data. All written and oral forward-looking statements attributable to us or to persons actingon our behalf are expressly qualified in their entirety by the cautionary statements referred to above andcontained elsewhere in this offering circular. Barminco does not undertake any obligation to update orrevise any of them, whether as a result of new information, future events or otherwise. Barminco urgesyou to read the sections of this offering circular entitled “Risk Factors,” “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” and “Business” for a more completediscussion of the factors that could affect our future performance and the industry in which Barmincooperates. In light of these risks, uncertainties and assumptions, the forward-looking events described inthis offering circular may not occur.

MARKET, INDUSTRY DATA AND FORECASTS

This offering circular contains estimates regarding market and industry data and forecasts, which arebased on Barminco’s internal estimates, independent industry publications, reports by market researchfirms and/or other published independent sources, including the Mining in Australia 2016-2031 reportprepared by BIS Oxford Economics and a report (”AME Report”) by AME Consulting (Pty) Limited(“AME”), an industry consultant in the mining sector, commissioned by Barminco for use in this OfferingCircular. In each case, Barminco believes those estimates are reasonable. However, market and industrydata and forecasts are subject to change and cannot always be verified with complete certainty due tolimits on the availability and reliability of raw data, the voluntary nature of the data gathering process andother limitations and uncertainties inherent in any statistical survey of market data. Industry publications,surveys and forecasts generally state that the information contained therein has been obtained fromsources believed to be reliable, but there can be no assurance as to the accuracy or completeness ofincluded information. Barminco has not independently verified any of the data from third-party sources,nor has Barminco ascertained the underlying economic assumptions relied upon therein. While Barmincois not aware of any misstatements regarding our industry data presented herein, our estimates involverisks and uncertainties and are subject to change based on various factors, including those discussedunder the heading “Risk factors” in this offering circular. Neither Barminco nor the initial purchasers canguarantee the accuracy or completeness of such information contained in this offering circular. As aresult, you should be aware that market and industry data and forecasts set forth herein, and estimatesand beliefs based on such data, may not be reliable.

AME has advised that it prepared the AME Report using information from its database and its in-house expertise, as well as from a wide range of public domain and industry data sources for whichassessment cannot be made in regard to accuracy. This is because AME does not have access toconfidential company information to verify its data quality. AME advises the available data used toprepare the analysis varies greatly between mining operations and projects. Much information isuncertain due to the confidential nature of the information, the inability to estimate the reliability of thesources of such information and the general lack of data. Consequently, much information has to beestimated and the quality, accuracy and completeness of the resulting cost comparisons will reflect this.Furthermore, forecast costs embody a number of significant assumptions. Because of these factors,direct comparability between individual projects may be limited, and as such the production and costestimates must be treated with caution and should not be unduly relied upon.

FINANCIAL STATEMENT PRESENTATION

Accounting standards

Our consolidated financial statements included in this offering circular have been prepared inaccordance with Australian Accounting Standards and also comply with International Financial ReportingStandards and interpretations as issued by the International Accounting Standards Board (“IFRS”). IFRSdiffers from generally accepted accounting principles in the United States (“U.S. GAAP”) and suchdifferences could be material. In making an investment decision, investors must rely on their ownexamination of Barminco and consult with their own professional advisors for an understanding of the

vi

71516

differences between IFRS and U.S. GAAP and how those differences might affect the financialinformation contained in this offering circular. This offering circular does not include a reconciliation of ourfinancial statements to financial statements that would be prepared in accordance with U.S. GAAP.

Non-IFRS/Non-GAAP financial measures

Certain “non-GAAP financial measures” have been included in this offering circular. These measuresinclude EBITDA (which is a measure of Barminco’s earnings before net financing costs, income taxexpense or benefit, depreciation of property, plant and equipment and amortization of intangible assets),Adjusted EBITDA (which is a measure of Barminco’s earnings before net financing costs, income taxexpense or benefit, depreciation of property, plant and equipment and amortization of intangible assetsadjusted to exclude Redundancy Costs, impairment of property, plant and equipment, share of profit fromequity accounted investments, net of tax and to include dividends received from associates), EBITDAmargin (which represents Barminco’s earnings before net financing costs, income tax expense or benefit,depreciation of property, plant and equipment and amortization of intangible assets, as a percentage ofrevenue), Adjusted EBITDA margin (which represents Barminco’s earnings before net financing costs,income tax expense or benefit, depreciation of property, plant and equipment and amortization ofintangible assets adjusted to exclude Redundancy Costs, impairment of property, plant and equipment,share of profit from equity accounted investments, net of tax and to include dividends received fromassociates, as a percentage of revenue), Net Debt (which is total borrowings less cash and cashequivalents) and Cash Costs (which are the cash costs of production, per unit of output, including miningand processing costs, transportation, general and administration costs and royalties, and excludingdepreciation and amortization). The “non-GAAP financial measures” presented in this offering circularmay not comply with the SEC rules governing the presentation of such “non-GAAP financial measures.”

Barminco believes that these “non-GAAP financial measures” provide useful supplemental measuresto examine its ability to service debt and the underlying performance of its business, and managementconsiders these metrics in measuring Barminco’s operating performance. These measures, however,should not be considered to be an indication of, or alternative to, corresponding measures determined inaccordance with IFRS. Adjusted EBITDA and EBITDA are not defined terms of financial performance,liquidity or value under IFRS. In addition, these measures may not be comparable to similar measurespresented by other companies. For further information on EBITDA and Adjusted EBITDA, please see“Summary—Summary Historical Consolidated Financial and Operating Information.”

CURRENCY PRESENTATION AND EXCHANGE RATES

We record our transactions and prepare and will publish our consolidated financial statements inAustralian dollars. In this offering circular, references to “A$” are to Australian dollars and references to“US$” or “U.S. dollars” are to United States dollars.

vii

47040

The following table sets forth, for the periods and dates indicated, information concerning the ratesof exchange of A$1.00 into U.S. dollars based on the noon buying rate in New York City for cabletransfers in Australian dollars as certified by the Federal Reserve Bank of New York.

At Period End Average Rate(1) High Low

Fiscal year ended June 30,2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0236 1.0323 1.1026 0.94532013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.9165 1.0272 1.0591 0.91652014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.9427 0.9186 0.9705 0.87152015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7566 0.8365 0.9488 0.75662016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7432 0.7289 0.7817 0.68552017 (through December 31, 2016) . . . . . . . . . . . . . . . . . . . . . 0.7230 0.7541 0.7733 0.7174

Month endedOctober 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7611 0.7615 0.7715 0.7545November 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7387 0.7532 0.7733 0.7345December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7230 0.7346 0.7512 0.7174January 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7582 0.7465 0.7584 0.7231February 28, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7686 0.7664 0.7716 0.7564March 31, 2017. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7638 0.7622 0.7733 0.7517

(1) For the fiscal years and months indicated, the average of the noon buying rates on each business day during the month for

which data is provided.

For your convenience, this offering circular contains translations of certain Australian dollar amountsinto U.S. dollars at the rate or rates indicated. Unless otherwise stated, the translations of Australiandollar amounts into U.S. dollars in this offering circular have been made at the noon buying rate onDecember 30, 2016, which rate was A$1.00 = US$0.7230. These translations should not be construedas representations that the Australian dollar amounts actually represent such U.S. dollar amounts orcould be converted into U.S. dollars at the rate indicated.

The Australian dollar is convertible into U.S. dollars at freely floating rates and there are norestrictions on the flow of Australian currency between Australia and the United States.

ENFORCEMENT OF CIVIL LIABILITIES

The Issuer and each Guarantor is incorporated under the laws of the Commonwealth of Australia. Alltheir directors and officers and the experts named in this document reside outside the United States,principally in Australia. All or a substantial portion of the assets of these entities and the assets of thedirectors, executive officers and experts of those entities, are located outside the United States. As aresult, it may be difficult for U.S. investors to effect service within the United States upon the Issuer, theGuarantors and such directors, executive officers or experts, or to enforce against them judgmentsobtained in U.S. courts predicated upon the civil liability of such persons under U.S. federal or statesecurities laws.

There is doubt as to the enforceability in Australia in original actions or in actions for enforcement ofjudgments of U.S. courts, of civil liabilities predicated upon the civil liability provisions of the federal orstate securities laws of the United States. Also, judgments of United States courts (whether or not suchjudgment relates to U.S. federal securities laws) will not be enforceable in Australia in certain othercircumstances, including where such judgments contravene local public policy, were obtained by fraud orduress, breach the rules of natural justice or general principles of fairness, are not for a fixed or readilyascertainable sum, are subject to appeal, dismissal, stay of execution, an order under the AustralianForeign Proceedings (Excess of Jurisdiction) Act 1984 has been made, or are otherwise not final andconclusive, or involve consequential, multiple or punitive damages or where the proceedings in suchcourts were of a penal nature.

viii

61942

SUMMARY

The following is a summary of certain information contained elsewhere in this offering circular. Itdoes not contain all the information that may be important to you and is qualified in its entirety by themore detailed information appearing elsewhere in this offering circular. You should read this entireoffering circular, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations,” “Business” and the financial statements and related notesincluded in this offering circular, before making an investment decision.

Company overview

Barminco is a market leader in the underground hard-rock development and production contractmining sector. Our contract mining business involves the provision of equipment, personnel and technicalexpertise to conduct underground operations for producing mining companies, primarily in the gold, nickeland zinc sectors as well as copper and tin. In addition to contract mining, we also provide undergrounddiamond drilling (core sampling) services for the exploration and definition of ore reserves.

In Australia, we operate at 10 sites, located in the states of Western Australia, Queensland andTasmania. At these sites, we have 14 projects, comprising eight contract mining projects and sixdiamond drilling projects. In Africa, we have two projects in Egypt where we operate directly, comprisingone contract mining project and one diamond drilling project. In India we have one mining project weoperate directly. In addition, we have a 50% interest in AUMS, which provides underground hard-rockcontract mining services to mining companies in certain countries in West and East Africa. The other50% interest in AUMS is held by Ausdrill Limited (“Ausdrill”), an ASX-listed mining services company.AUMS currently operates across four sites in Ghana, Burkina Faso and Tanzania.

In the twelve months ended December 31, 2016, we recorded revenue of A$536.4 million, AdjustedEBITDA of A$112.4 million and a NPAT of A$64.1 million. For the fiscal 2017 half year we recordedrevenue of A$292.0 million, Adjusted EBITDA of A$57.0 million and a NPAT of A$6.2 million.

The following charts show Barminco’s percentages of revenue by commodity and geography for thetwelve months ended December 31, 2016.

Revenue by commodity(1) Revenue by geography

(1) Excludes fibrecrete, shared services and other revenue which collectively represent <1% of total revenue.

Company history

In 28 years of operations, we have grown from a contract miner servicing junior and mid-tier clientssolely in Australia to an underground hard-rock mining specialist servicing some of the world’s largestmining companies globally.

Barminco was established in 1989 by Peter Bartlett to provide contract mining services to theWestern Australian mining industry. The business developed its capability in underground mining servicesat the same time as decline access mining became the preferred underground mining method in WesternAustralia.

1

82654

We expanded our business in 1995 when we added our diamond drilling division to our coreunderground hard-rock mining business. We acquired Concrete and Crushing Australia in 2003, aconcrete and crushing business and following the acquisition, formed our crushing and screening division.

In August 2007, Gresham Private Equity and certain members of Barminco’s management acquireda majority interest in Barminco, with founder Peter Bartlett retaining a significant interest.

In October 2007, Barminco formed AUMS with Ausdrill to provide underground hard-rock contractmining services to mining companies in West Africa. In 2009, Barminco also expanded into Africa in itsown right, securing a mining services contract with Pharaoh Gold Mines NL at its Sukari Hill project.

In December 2016, Barminco continued to expand geographically into India, securing a contract withHindustan Zinc at its Rampura Agucha zinc mine.

Our operating businesses are grouped into the following three principal divisions: undergroundcontract mining, diamond drilling and joint venture interest in AUMS. The selected financial information inthe table below is for the twelve months ended December 31, 2016.

Revenue A$536.4 million

Adjusted EBITDA: A$112.4 million

Underground Contract Mining Diamond Drilling AUMS

Core service offering with operationsin Australia, Egypt and India

• Provides both development andproduction services to the miningindustry – Drilling– Charging– Blasting– Loading and hauling

• Customers are predominantly largegold, nickel and zinc miners

• Provides underground drillingservices for mineral grade controland orebody definition, withoperations in Australia and Egypt

• Services include the provision of– Diamond drilling rigs– Skilled drilling personnel– Core orientation tools– Down hole survey equipment

• 50/50 joint venture with Ausdrillproviding underground contractmining services in West & EastAfrica

• Provides both development andproduction services to the miningindustry– Drilling– Charging– Blasting– Loading and hauling

• Customers are predominantly largeproducing gold and zinc miners

Selected financials

• Revenue: A$486.5 million

• EBITDA : A$100.2 million

Selected financials

• Revenue: A$45.6 million

• EBITDA : A$5.9 million

Selected financials:

• Dividends received from AUMS:A$4.1 million

Note: Revenue for the divisions includes fibrecrete, but excludes services to AUMS and other revenue which collectively represent

less than 1% of total revenue. EBITDA of Underground Contract Mining and Diamond Drilling does not sum to Adjusted EBITDA of

A$112.4 million as the figures do not adjust for A$1.9 million of redundancy costs, A$4.1 million of AUMS cash dividends and

exclude net crushing and screening and shared services EBITDA of A$0.3 million.

Underground contract mining. Our underground contract mining division provides specialized mineproduction and development services to mining companies including jumbo development (the tunnelingdevelopment of underground mines); ground support, including fibrecreting; production drilling andblasting; and extraction and haulage, primarily in the gold, nickel and zinc sectors.

• Our production mining services involve production drilling, charging, blasting, loading and haulingof material to the surface. Production mining utilizes various methods and specialized equipmentdepending on the particular application and point in the production cycle. We target productionapplications that are compatible with our core fleet and our fleet size, and optimized equipmentthrough in-house rebuilding, providing flexibility to start contracts on time and with as-newequipment.

2

24878

• Our development mining services involve the construction of an inclined, declining or horizontaltunnel using jumbo development drills. Our development mining services are focused on theplanning, development and construction of mine infrastructure. Our core business is focused onhigh speed mechanized mining, utilizing hard-rock electric/hydraulic jumbo drills and diesel enginepowered equipment. We have significant experience in the management and operation of jumbodevelopment projects and a modern fleet of equipment. We have maintained strong productivitydue to our high caliber people, equipment and processes, including utilization of our proprietaryfibrecrete research and development program. With the development of larger, more mechanizedand efficient equipment, decline access mining is increasingly being used as the optimal solutionfor many mines given the rapid development of the decline, enabling early access to and miningof underground ore reserves. The advantage of decline access mining over shaft mining is that itallows the vertical extension of the mine to progress in conjunction with production of the upperore body. In contrast, shaft mining requires full construction of level accesses, loading stations,and other services, as well as full commissioning, prior to production of the ore body.

Diamond drilling. Our diamond drilling division provides underground drilling services for mineralexploration and defining ore reserves. Diamond drilling is generally used for exploration activities, as wellas the delineation of mineral resources and ore reserves, which can lead to extending the production lifeof mines. The technique uses an annular drill bit with an industrial-grade diamond crown to cut acylindrical core through solid rock which is extracted, analyzed and assessed for such criteria as oregrade and rock structural information.

AUMS. We have a 50% interest in AUMS, which provides underground hard-rock contract miningservices to mining companies in certain countries in West and East Africa. The other 50% of AUMS isowned by Ausdrill.

Mining services value chain

Description

Explore Market andDivest

ProcessHaulMine

Barminco’s segment participation

Develop andConstruct

Evaluate

Activities

ActivityDrivers

Explorationexpenditure, drivenby commodity prices(2)

Mine capitalinvestment inconstruction anddevelopment

Production levels,driven by operationaland capitalexpenditure

Production levels Production levels

Determine presenceof viable resources

Determine profitabilityof project

Plan, develop andconstruct mine andsite infrastructure

Develop and producefrom ore reserve

Transport mined oreto processing plant

Sell product and endoperations

Extract saleableproduct and disposeof residue

Exploitationdrilling

Scoping studies UndergroundminedevelopmentFibrecreting

Undergrounddevelopment forproduction

Technical support services3rd party supply /maintenance

Undergroundhard-rock mining

Grade controldiamond drilling(1)

Underground loadand haul

Mobile rockcrushing

(1) The final phase of drilling before mining commences. At this point the drill data set can be fine-tuned and the boundaries and

grade/tonnage component of the ore body can be defined.

(2) The overall economic climate, and commodity prices in particular, are relevant to all phases of the mining services value chain.

Clients and contracts

Clients of the underground mining division are predominantly gold, nickel, zinc and tin miners, andinclude some of the world’s largest mining companies as well as emerging producers. Barminco servicesmany of the world’s largest resource companies as well as mid-tier companies. Key clients includesubsidiaries of Gold Fields, AngloGold Ashanti, MMG, Northern Star Resources (East Kundana Joint

3

48859

Venture), Independence Group and Western Areas. The quality and size of Barminco’s customer basealso mitigates trade creditor risk.

The table below sets out a complete list of Barminco’s underground mining clients and the length ofBarminco’s relationship with these clients.

Client mining groupLength of relationship as at

December 31, 2016

% of Barminco’s revenue for thetwelve months ended

December 31, 2016

MMG Australia Limited(1) . . . . . . . . . . . . . . . . . . . . . . . >14 years 12.7%AngloGold Ashanti Group(2) . . . . . . . . . . . . . . . . . . . . . >13 years 19.5%Western Areas NL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . >12 years 11.5%FMR Investments(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . >9 years 1.0%Centamin PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . >7 years 12.6%Gold Fields(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . >6 years 19.1%Northern Star Resources (East Kundana Joint

Venture). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . <3 years 9.0%Sirius Resources/Independence Group . . . . . . . . . . <2 years 9.2%Metals X(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . <2 years 3.3%Hindustan Zinc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . <1 year 0.2%

(1) The length of our relationship with MMG Australia Limited includes prior mine ownership by Oz Minerals Limited, Zinifex Limited

and Pasminco Limited.

(2) Barminco has contracts with AngloGold Ashanti Australia Limited and AngloGold Ashanti Limited at various projects.

(3) The length of our relationship with FMR Investments includes our prior contract at Eloise, which was completed in June 2012.

Our contract with FMR Investments at Gordon Sirdar commenced in December 2015 and was completed in January 2017.

(4) Barminco’s contracts are with Agnew Gold Mining Company Pty Limited, Darlot Mining Company and GSM Mining Pty Limited,

wholly owned subsidiaries of Gold Fields Limited.

(5) Our contract with Bluestone Mines Tasmania Joint Venture Pty Limited, a joint venture 50% owned by Metals X Limited,

commenced in March 2013 and was completed in May 2016.

4

46455

The following chart shows our percentages of revenue by client and project for the twelve monthsended December 31, 2016.

Revenue by client / project (1)(2)(3)

Other revenue0.8%AngloGold Ashanti

Sunrise Dam19.5%

Agnew14.9%

Darlot0.9%

Dugald River7.0%Rosebery

5.7%

CentaminSukari12.6%

Flying Fox7.1%

Spotted Quoll4.4%

MMG12.7%

Northern Star(East Kundana Joint

Venture)Kundana

9.0%

Metals XRenison Belle

3.3%

FMR InvestmentsGordon Sirdar

1.0%

Hindustan ZincRampura Agucha

0.2%

Glencore XstrataErnest Henry

0.0%

Independence Group

Nova Bollinger9.2%

Billabong GoldPlutonic

1.1%

Gold Fields19.1%

Wallaby2.3%

Lawlers1.0%

Western Areas11.5%

(1) Our contract with Bluestone Mines Tasmania Joint Venture Pty Limited, a joint venture 50% owned by Metals X Limited,

commenced in March 2013 and was completed in May 2016.

(2) Other revenue comprises sales to AUMS and shared services.

(3) Barminco’s contract at Plutonic has historically been held with Northern Star Resources. In October 2016, the mine was sold to

Billabong Gold Limited.

Since our inception in 1989, we have been involved in more than 150 underground mining contractsfor 64 projects. The contracts we have with the operating subsidiaries of our clients are usually for termsof three to five years; however, clients typically use a single contractor for a project over the full mine lifeto minimize disruption. As a result, a high proportion of our future revenue is expected to come fromincumbent mines, as it has historically, providing us with strong visibility on our near term earnings.While these contracts are terminable by our counterparties at short notice (ranging from 30 to 90 days),our operational performance and efficiency, as well the costs and disruption associated with replacing acontractor, mean that incumbency is a significant advantage in earning contract renewals.

We have a proven track record in contract extensions, reflecting the strong value proposition andrelationship with clients. Since 1995, when we won our first underground development mining contract,we have only lost a renewal for an expiring contract on five occasions. We have won five projects fromincumbent competitors over the same period.

5

03392

Barminco has a weighted average life on existing contracts (including extensions) of 3.7 years,based on revenue for the twelve months ended December 31, 2016. The below chart provides asnapshot of our current contract profile, secured contract rollovers and estimated mine lives of ourclients.

Barminco contract profile(1)(2)

Sunrise Dam Ashanti

MMG

Western Areas

Centamin

MMG

IndependenceGroup

Northern StarResources

Hindustan Zinc

Western Areas

Gold Fields

AngloGold

Rosebery

Flying Fox

Sukari

Agnew

Spotted Quoll

Dugald River

Nova Bollinger

Agucha

Barminco contracted Remaining mine life Historical contract extensions and renegotiations Extension options

Rampura

Kundana

ClientProject 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 20242023 2025

(1) Assumes extension options are exercised on maturing contracts.

(2) Estimated remaining mine life based on public information including statements and correspondence from clients. Current terms

of contracts do not cover the full mine life. The mine life does not reflect potential to extend resources through possible ongoing

exploration drilling programs, nor significant variations to economic criteria used to evaluate mineable reserves.

We are invited to tender for nearly all significant new opportunities in the Australian undergroundmining services market. Since the beginning of fiscal 2008, Barminco has been invited to tender for 134underground contract mining opportunities of significance in Australia. Barminco adopts strong contractdiscipline in tendering for new contract opportunities with a key focus on margins and on ensuring thatcontracts provide an appropriate return on capital employed. Barminco targets approximately 20%EBITDA margins and a minimum mid-20% return on invested capital when tendering for contracts. Ourtender process is designed to ensure that our business focuses its resources on tendering for projectswith the highest probability of success and those which are likely to generate the maximum value forBarminco. During the tender process, we receive detailed technical information that assists us inassessing the likely operational costs. For some of the mines that we bid for, we also have historicaloperating knowledge which increases our ability to accurately forecast the costs. We then conduct adetailed risk assessment of each project and undertake a rigorous cost and pricing analysis to establishappropriate pricing and margins. The Board of Directors (the “Board”) reviews all tenders prior tosubmission and full Board approval is required for each submission as well as any subsequent alterationto the business case, scope and pricing. Close management of this tendering process is critical to oursuccess in winning profitable contracts that are sustainable.

6

02254

Mining fleet

We operate a significant specialized underground mechanized mining fleet, consisting of 411 piecesof equipment. While each mine is unique and requires specialized skills, our standardized equipment fleetcan be moved from one underground hard-rock site to any other underground hard-rock site,independent of commodity. We have strong relationships with our key equipment suppliers Sandvik, AtlasCopco and Caterpillar. We also collaborate with our principal equipment suppliers to develop equipmentimprovement strategies. These relationships allow us to obtain equipment as needed, unlike our smallercompetitors which face longer lead times. In addition, our in-house maintenance and rebuild capabilityallows us to extend the average equipment life, in some cases, from the original 3 years to more than 7years, at approximately 60% of the original fleet cost for each 2 to 3 year extension, contributing to ourreliability and our ability to respond to client needs and optimize equipment levels at our sites. This helpsus minimize our capital expenditures.

Business strengths

We believe Barminco has an excellent reputation and is the market leader in the Australianunderground hard-rock contract mining industry. We expect the opportunities for Barminco in theunderground hard-rock contract mining industry in Australia and internationally to grow over the next fiveyears. In addition, the complexity of underground mining and the organizational capability necessaryserve as a large barrier to entry into the industry.

We have established a reputation for reliability, efficiency and technical expertise in the highlyspecialized field of decline access mining. We believe our leading market position and our reputation areimportant competitive advantages as they provide the opportunity to participate in most new contracttenders, a key to selectively winning new contracts. In addition, we believe our scale affords us theability to respond to our clients’ needs more effectively and efficiently than our competition, as well asmaximize the utilization of employed capital, driving down costs.

We are focused on the production phase of the mining value chain. The mining services that weprovide are essential to our clients’ ability to extract resources and generate revenue. For the twelvemonths ended December 31, 2016, 91% of our revenue was from mining production and production-related development activity as opposed to mining exploration and grade control. These revenues relateprimarily to the tonnage of material moved or meters developed, and are not directly related to the pricesof underlying commodities or the grade of the ore that we remove.

We have proven leadership in maintaining high standards in health and safety. In all contract miningtenders, the contractor’s safety record is a significant criterion used by clients to award contracts—healthand safety is “a license to operate.” Given the critical importance of safety in ensuring the success of ourbusiness and welfare of our employees, we devote substantial resources to maintaining our safetysystems, including designing and evaluating processes, training, monitoring and analyzing incidents. Ourongoing dedication to meeting our internal and our clients’ safety standards is reflected in our ability torenew and extend existing contracts. Our safety performance is internationally recognized and is a keycompetitive advantage in being invited to tender for new contracts as well as in retaining key operatingpersonnel. We have received awards for our health and safety performance including the Gold SafetyAchievement Award from the Industrial Foundation for Accident Prevention, a non-profit organization inAustralia, the 2012 Global Safety Award awarded by AngloGold Ashanti to the Sunrise Dam mine projectin Western Australia for which we operate underground development and production mining. We werealso a winner and runner up in the 2016 Chambers of Minerals & Energy Innovations in Safety Awardsin the systems category.

We have long-standing, “sticky” relationships with a blue-chip customer base, which we believeoperate competitively on the cost curve. We have long-standing relationships with a diversified base ofblue-chip customers and contracts across a range of commodities. We have a strong track record ofrenewals and extensions that provide revenue stability in addition to reducing our counterparty risk. Therevenues from our clients are underpinned by long-life mines that are operating at relatively strong cashmargins.

7

10641

Our contracts are also “sticky", as once a mine contractor is on a mine site, the costs and risks toproduction continuity of replacing that mine contractor are high. It is also helpful in renewing contractsthat Barminco is the sole contract miner at all of the mine sites at which we operate, except theHindustan Zinc mine site in India.

As illustrated in the charts below, all of Barminco’s contracted gold mines have current cash costs at29% or more below current prices. Furthermore, all of Barminco’s contracted nickel mines have currentcash costs at 57% or more below current prices and all of Barminco’s contracted zinc mines havecurrent cash costs at 42% or more below current prices.

Gold C1 cash costs (A$/oz) Nickel C1 cash costs (A$/lb) Zinc C1 cash costs (A$/lb)

Source: Barminco, Bloomberg, respective company presentations

Note: Cash costs are a non-GAAP / non-IFRS measure that is useful in evaluating mine operational efficiency and profitability.

Cash costs for the contracted mines presented above include mining and processing costs, transportation, general and

administration costs and royalties. Forecasted fiscal 2017 C1 cash costs are based on presentations by the respective companies.

Nova Bollinger C1 cash costs are for forecasted fiscal 2018, reflecting completion of ramp up expected in late 2017.

We have a disciplined contract tender process and have structured our contracts to provide flexibilityand downside protection. All new business is rigorously evaluated through a robust tender processrequiring senior management approval and Board approval before a tender is submitted. Barmincoadopts strong contract discipline in tendering for new contract opportunities with a key focus on marginsand on ensuring that contracts provide an appropriate return on capital employed. Barminco targetsapproximately 20% EBITDA margins and a minimum mid-20% return on invested capital when tenderingfor contracts. While each of our contracts is uniquely structured to reflect the circumstances of ourrelationship with our customer, we structure our contract terms to allow us to effectively manage risks.Our contracts utilize both fixed and variable elements. For the majority of contracts, fixed payments areincluded for items such as equipment ownership and certain staff labor costs at agreed resource levelswith clients. In addition, typically 70-75% of our costs are variable including items such as direct labor,maintenance and consumables that depend on the actual levels of production. Where possible, thesevariable costs are often linked to indices (i.e. steel, spare parts and general consumables). The highproportion of variable costs provides operating flexibility, allowing us to expand our operations andredeploy resources as conditions change. The majority of our contracts also contain rise and fallprovisions that protect our profitability from changes in the costs of key inputs (such as labor, parts, fueland explosives). We are able to structure contract terms to address events outside of our controlincluding delays caused by the customer, force majeure events and latent ground condition and then pre-agree variation thresholds to protect our downside risk for inaccuracies. We also structure our contractsso that we have no exposure to grade risk in the event the mineral content of the ore is lower thananticipated. In certain instances we can also include provisions for costs associated with contractredundancies and contract terminations resulting from mine closures by our clients where the employeesare unable to be utilized on other sites. We do not have any fixed price turn-key contracts.

8

34912

We have a defensive financial profile and have demonstrated earnings resilience “through the cycle.”Barminco has maintained stable earnings through the recent mining cycle, as illustrated in the chartbelow.

Barminco’s Adjusted EBITDA performance through the cycle (A$ millions)

102 100 103 110

126

112 114

115

112

-80

-30

20

70

120

170

220

0

50

100

150

200

250

FY09

Average adjusted EBITDA¹ (A$111m)

FY10 FY11 FY12 FY13 FY14 FY15 FY16 LTM Dec-16

Adjusted EBITDA¹ (A$m) Average adjusted EBITDA¹ (A$111m) Gold (A$/oz) Zinc (A$/t) Nickel (A$/t) Copper (A$/t)

Ad

j. E

BIT

DA

(A

$m)

Co

mm

do

tiy

pri

ces

(in

dex

ed t

o 1

00)

198

175

125

83

Source: Barminco, CSI

(1) Adjusted EBITDA excludes Redundancy Costs and share of AUMS profits and includes AUMS cash dividends received. Prior to

fiscal 2013, Redundancy Costs have not been excluded.

Our defensive financial profile is supported by our long-term contracts, strong customer relationships,incumbent position at existing, cost-competitive mine sites and high barriers to entry of the undergroundcontract mining industry. In addition, we have leading and diverse operational capabilities with hightransferability of skilled labor and specialized equipment across a range of commodities which allows usthe flexibility to target the mines and commodities where we believe the most attractive opportunitiesexist and thereby match relative strengths in commodity cycles. For the twelve months ended December31, 2016, 63% of our revenues were derived from gold, our largest commodity exposure.

We have a strong pipeline of opportunities which underpin future growth. Barminco has an extensivepipeline of potential contract mining opportunities in Australia and internationally that underpin futuregrowth. As the market leader in the Australian underground mining services market with a strongreputation for safety and operational performance, Barminco is invited to tender for nearly all significantopportunities in the Australian underground mining services market.

We are led by a highly experienced management team and strong Board of Directors. Ourmanagement team has substantial experience in the Australian mining industry. Our Chief ExecutiveOfficer, Peter Stokes, has over 25 years of Australian and international resources and mining servicesexperience across a number of disciplines including operations, mining consulting, marketing andgeology. Our Chief Financial Officer, Peter Bryant, has over 25 years of financial experience in theAustralian, the U.K. and the U.S. markets across both listed and private companies. Our Chief OperatingOfficer, Victor Rajasooriar, also has extensive experience in underground hard rock mining and incontract mining in both the Australian and North American markets.

Although Barminco is an unlisted private company, our Board of Directors is made up entirely ofnon-executive directors with deep mining industry knowledge and corporate experience. Our Board of

9

70937

Directors is led by Keith Gordon, our non-executive Chairman, who has over 25 years of experience inlarge global organizations. The other non-executive directors have experience at a senior level in mining,law and finance, all of which are relevant to our activities.

Business strategies

We aim to further strengthen our position as one of the leading underground hard-rock contractmining business in Australia as well as continue to execute our “Vision and Values” with a focus onmaintaining a strong balance sheet and cash flow profile:

Adhere to strict health and safety standards. Mining clients typically require potential serviceproviders to qualify for their safety standards before they are able to tender for new projects. We have along standing dedication to safety performance, which is recognized by our key clients and we willcontinue to seek ways to maintain and improve our strong safety standards and records across ouroperations. We will continue to focus on enhanced performance in the areas of health, safety,community, energy management and environment.

Leverage organizational capability. The organizational capability for underground mining is a largebarrier to entry and a clear differentiator of Barminco in the market. Our underground hard-rock miningknow-how combines the people, the processes and systems to deliver efficient mining services to ourclients. We develop highly motivated staff with strict governance over business processes and weincentivize success. We have experience and expertise that our clients can rely upon to plan and toquickly respond to growth in a structured fashion.

Provide value through scale and efficiency. Our clients benefit from our flexibility to meet or exceedtheir planned schedules and we have the common goal to drive efficiency. Our focus on excellence is tomaximize utilization of employed capital which in turn drives down unit costs. These cost drivers extendavailable ore reserve and often extend mining scope, delivering a win-win situation for both parties. Ourstrategy to continually improve sustains our competitive advantage and deters competition from ownerminers.

Focus on profitable growth. We plan to continue to strengthen our ties with our existing major miningcompany clients to identify owner mines and target new conversion to our more efficient contract modeland to actively pursue all major greenfield projects. We will seek out long life mines which will increaseour earnings visibility and reduce our costs by delaying the need for our redeployment of capital andpersonnel. Our strategy is to maintain our position as a market leader in the Australian market andbecome a market leader in the broader global market. Our strategy will be to move into jurisdictions thatare likely to provide multiple project opportunities that will justify replicating our infrastructure and supplychain, and to enter with a low risk “seed” project to gain experience and establish a footprint.

Deliver client value through innovation. We strive for continuous improvement and innovation acrossall areas of our business. Through the use of leading technology, data interpretation and processimprovement platforms, we aim to achieve industry leading best practice and efficiency improvementsacross all sites to deliver client value.

Maintain a prudent financial policy. We plan to maintain a prudent capital structure that will give usmaximum operational and financial flexibility. We believe our risk management policies will allow us tode-lever and strengthen our balance sheet as EBITDA grows. We intend to maintain ample liquiditythrough our New Credit Facility and cash on hand to optimize financial flexibility and will mitigate foreignexchange risk through our hedging plan. Our conservative capital expenditure plan requires Boardapproval for plans over A$75,000, which helps to ensure prudent spending.

Industry overview

Barminco operates in the global underground hard rock contract mining industry. The miningservices sector broadly consists of contract mining, both underground and open cut, and other miningservices. Underground contract mining can be classified as either hard-rock mining, which is theexcavation of hard minerals, being ores containing metals such as gold, silver, iron, copper, zinc, nickeland lead, or soft-rock mining, which is the excavation of commodities such as coal, salt or oil sands.

10

43738

The demand for underground hard-rock contract mining services is ultimately dependent on two keydrivers:

• the volume of development and production from underground hard-rock mining projects; and

• industry and management preferences for contract mining versus owner-operated mining.

The contract mining market is expected to benefit as production levels increase and as mine ownersmove away from the stringent cost-cutting seen in recent years and toward hiring more contractors.

Contract mining in Australia

The total Australian contract mining market (including underground and surface mining) is estimatedto be worth A$13.5 billion as at June 30, 2016, with our addressable market of base and precious metalsestimated at A$2.1 billion.

The Australian contract mining market is expected to grow with increased production volumes fromexisting and greenfield mines and as mine owners shift toward a contracting model. Historically, theproportion of contracted Australian gold production increased from 58% in 2006 to 73% in 2016 and theproportion of contracted Australian copper production increased from 49% in 2006 to 62% in 2016.

The base and precious metals contract mining market has shown relative stability compared to othercontract mining segments (e.g. coal, iron ore and oil and gas), with an average industry revenue ofapproximately A$2.4 billion from 2006 to 2016. The base and precious metals contract mining market isforecasted to grow at a compound annual growth rate of 3.9% per annum from 2016 to 2020 driven byincreasing production volumes at existing and greenfield projects, a continued shift from owner-operatorsto a contracting model and continued growth in scope of existing projects. The value of the gold segmentis forecasted to grow from A$1.2 billion in 2016 to A$1.3 billion in 2021, representing a 1.8% per annumcompound annual growth rate. Over the same period, the value of nickel contract mining services isforecast to grow at a compound annual growth rate of 6.7% per annum, while silver, lead and zinc arecollectively forecasted to grow at a compound annual growth rate of 7.9% per annum over that sameperiod.

Underground contract mining in Australia

As at January 2015, there were 75 operational underground mines in operation in Australia, 29 ofwhich have engaged contract miners to perform development and/or production services.

Barminco stands to benefit from expected growth in the Australian underground contract miningmarket. Underground mining is expected to increase in the future as mining companies targetunderground deposits to meet demand in light of declining reserves and ore grades at open cutoperations. As the depth of underground mines becomes deeper, and the grade becomes morechallenging to process, there will be a tendency for mining companies to transition from owner-operatorto specialist contractors in a bid to reduce per unit costs through increased efficiency and productivity.Our leading market position in the underground mining services market in Australia positions us to takeadvantage of this market growth.

Underground contract mining globally

In addition to operating in Australia, Egypt and India, Barminco in the future may consider enteringthe underground contract mining markets in Canada, Latin America and southern Africa.

Global exploration spend has fallen over the past few years since reaching all-time highs in fiscal2012 as low commodity prices continue to weigh on exploration expenditure. Latin America and Africacontinue to contribute the highest proportion of spend, with exploration in both regions being driven inparticular by gold, given positive drilling results. The strong forecasted growth in exploration anddevelopment spend, especially into more inaccessible and foreign areas in developing markets (therebyincreasing the need for specialized skills due to unfamiliar terrain, limited access to equipment and aspecialized labor force), will likely result in a good pipeline of projects in the medium term.

11

91447

Our focus on less mature mining markets and those with limited or no established strong contractminers will allow us to leverage our existing relationships and our global capabilities and reputation whenentering these markets.

Benefits of contract mining

Contract mining provides key benefits to mine owners. These benefits include reducing the financialand operational risk for mine owners and allowing mine owners to focus on core capabilities such asmanaging a mineral asset portfolio, exploration and sales and marketing. In addition, outsourcingoperations to contract miners such as Barminco provide mine owners access to specialized expertiseand global best practice (particularly important for small/mid-cap mine owners who may lack thenecessary capabilities, or where ore bodies are particularly complex e.g. narrow vein mining).

Contract mining also offers mine owners greater flexibility to scale labor and equipment rapidlybased on production targets and in some instances, costs are potentially lower versus an in-houseoperation. This lower cost could be driven by better productivity of a contract miner with contract minerstypically having access to and updates on the latest mechanized and automated mining advances,procurement scale benefits and lower funding costs (versus small/mid-cap mine owners) for any upfrontcapital investment.

Drivers for mining services

Commodity prices impact the revenue generation and profitability of our clients, which in turnimpacts the demand for our services. Our mining services revenues are associated with and influencedby the long run decision of the mine owner to continue producing and developing and not by short-termfluctuations in commodity prices. Mine owners will continue to operate as long as revenue covers thecost of production at an acceptable margin. A key per unit measure of this concept is the extent to whichcommodity prices are in excess to mine cash costs. All of our contracted mines have favorable cash costprofiles providing significant operating buffers for the business. In addition, it is often more costly to stopand start mines in production than to ride out short term commodity price movements. Longer-termhowever, the commodity demand and supply profiles and associated commodity prices are key drivers ofdevelopment meters and production volumes. Our customers are predominantly gold, zinc and nickelminers, collectively representing 97% of our revenue for the twelve months ended December 31, 2016.For more information on the commodities to which we are exposed, see “Industry Overview.”

Competitive landscape

Due to the high concentration in the industry, high capital requirements and specialized skillsrequired, there are a small number of key players with small differentials between the companies andcapabilities offered. In Australia, Byrnecut is our largest competitor. Byrnecut operates as a privatelyowned global underground hard-rock mining services company with operations extending to Africa, theMiddle East and Asia. For more information on our key competitors, see “Business—Competitivelandscape.”

12

27842

Corporate structure

The following chart set forth our operating entities, including country of organization.

Barminco HoldingsPty Limited

(Parent Guarantor)(Australia)

Barminco FinancePty Limited

(Issuer)(Australia)

Barminco Egypt LLC(Egypt)

Barminco Egypt UndergroundMining Services S.A.E,

(Egypt)Barminco India Holdings

Pty Limited(Guarantor)(Australia)

Barminco IndianUnderground Mining

Services LLP(India)

AUMS (T) Limited(Tanzania)

Restricted Group

African Underground MiningServices Burkina Faso SARL

(Burkina Faso)

African Underground MiningServices Mali SARL

(Mali)

African UndergroundMining Services Limited

(Ghana)

50% JV with Ausdrill50% JV with Ausdrill

50%

50%

50%50%

100% 100%

100%

100%

10%

50%

50%45%

45%

100%

Barminco IndiaInvestments Pty Limited

(Guarantor)(Australia)

Barminco Limited(Guarantor)(Australia)

Barminco South Africa(Proprietary) Limited

(South Africa)

Barminco AUMS HoldingsPty Limited(Guarantor)(Australia)

Overview of entities that will be bound by the terms of the Indenture (the “restricted group”)

Barminco Holdings Pty Limited, an Australian corporation, is a holding company that owns a 100%interest in Barminco Finance Pty Limited, a 50% interest in each of Barminco South Africa (Proprietary)Limited and Barminco Egypt LLC and a 45% interest in Barminco Egypt Underground Mining ServicesS.A.E. Barminco Holdings Pty Limited will be the Parent Guarantor for the Notes and a guarantor underthe New Credit Facility.

Barminco Finance Pty Limited, an Australian corporation, is a holding company that owns a 100%interest in Barminco Limited, a 50% interest in each of Barminco South Africa (Proprietary) Limited andBarminco Egypt LLC, and a 45% interest in Barminco Egypt Underground Mining Services S.A.E.Barminco Finance Pty Limited is a finance subsidiary that will be the Issuer of the Notes and theborrower under the New Credit Facility.

Barminco Limited, an Australian corporation, is the operating entity through which mining servicesare provided in Australia. Barminco Limited also owns a 50% interest in each AUMS joint venture entity.Barminco Limited will be a guarantor of the Notes and the New Credit Facility.

Barminco Egypt LLC, an Egyptian limited liability company, was the operating entity through whichBarminco provided mining services in Egypt until, December 2013, when Barminco Egypt UndergroundMining Services S.A.E. commenced operations. Barminco Egypt LLC will not be a guarantor of the Notesor the New Credit Facility.

Barminco Egypt Underground Mining Services S.A.E., is the operating entity through which Barmincocurrently provides mining services in Egypt, and facilitates importation of equipment and consumablesthrough a free trade zone in Egypt. Barminco Egypt Underground Mining Services S.A.E. will not be aguarantor of the Notes or the New Credit Facility.

Barminco South Africa (Proprietary) Limited is a South African corporation through which Barmincopreviously provided diamond drilling services in South Africa. It ceased to operate in June 2013 and willnot be a guarantor of the Notes or the New Credit Facility.

13

45199

Barminco AUMS Holdings Pty Limited, an Australian corporation, is a holding company that owns a50% interest in three of the AUMS joint ventures. Barminco AUMS Holdings Pty Limited will be aguarantor of the Notes and the New Credit Facility.

Barminco India Holdings Pty Limited, an Australian corporation, is a holding company and 50%partner in Barminco Indian Underground Mining Services LLP. Barminco India Holdings Pty Limited willbe a guarantor of the Notes and the New Credit Facility.

Barminco India Investments Pty Limited, an Australian corporation, is a 50% partner in BarmincoIndian Underground Mining Services LLP. Barminco India Holdings Pty Limited will be a guarantor of theNotes and the New Credit Facility.

Barminco Indian Underground Mining Services LLP, an Indian limited liability partnership, providesmining services in India. Barminco Indian Underground Mining Services LLP will not be a guarantor ofthe Notes or the New Credit Facility.

14

24579

THE OFFERING

The following is a brief summary of some of the terms of this offering and is provided solely for yourconvenience and is not intended to be complete. For a more complete description of the terms of theNotes and the Note Guarantees, see “Description of the Notes” in this offering circular.

Issuer . . . . . . . . . . . . . . . . . . . . . . . . Barminco Finance Pty Limited, an Australian corporation.

Securities offered . . . . . . . . . . . . US$350.0 million aggregate principal amount of 6.625% SeniorSecured Notes due 2022.

Maturity . . . . . . . . . . . . . . . . . . . . . . May 15, 2022.

Interest rate . . . . . . . . . . . . . . . . . . 6.625% per year.

Interest payment dates . . . . . . . Interest on the Notes will be paid semi-annually in arrears on May 15and November 15, commencing May 15, 2017. Interest will accruefrom April 26, 2017.

Guarantors . . . . . . . . . . . . . . . . . . . Payment of the principal of, premium (if any) and interest on the Noteswill be guaranteed, jointly and severally, by the Parent Guarantor andall of the Parent Guarantor’s existing and future direct and indirectsubsidiaries that will guarantee, or be a borrower under, the NewCredit Facility or certain of our other indebtedness.

The Issuer, together with the Guarantors, represented 93.1% of ourtotal assets and 99.6% of our total liabilities as of December 31, 2016,and generated 87.2% of our revenue, 86.7% of our Adjusted EBITDAfor the twelve months ended December 31, 2016.

The Issuer, together with the Guarantors and the RestrictedSubsidiaries, represented 100% of our total assets as of December 31,2016 and generated 100% of our Adjusted EBITDA for fiscal 2016 andthe fiscal 2017 half year.

Collateral . . . . . . . . . . . . . . . . . . . . . The Notes and the Note Guarantees will be secured by first priorityliens, subject to permitted liens, on the “Collateral.” The securityinterests in the Collateral securing the Notes and the Note Guaranteeswill rank on an equal and ratable basis with any Pari Passu SecuredObligations and any Payment Priority Obligations incurred by us andthe Guarantors; provided that the holders of Notes will be entitled toreceive proceeds of the Collateral upon any enforcement action withrespect to the Collateral or otherwise after an event of default,including any bankruptcy, insolvency or liquidation proceeding, onlyfollowing the prior payment in full of all Payment Priority Obligationsand any outstanding payment obligations mandatorily preferred by law.

The Collateral will be held by Global Loan Agency Services AustraliaNominees Pty Limited, as Security Trustee (the “Security Trustee”),pursuant to a “Security Trust Deed” for the benefit of the beneficiariesunder the “Security Trust Deed” (which includes the Trustee on behalfof the holders of the Notes).

Due to contractual restrictions, shares in the AUMS joint ventures heldby Guarantors and rights in other contracts which contain restrictionsor prohibitions on granting security are excluded from the Collateral.For a description of such Excluded Assets, see “Description of theNotes—Security—General” and “Description of the Collateral—Excluded assets.” The Notes and the Note Guarantees will not besecured by the assets of non-guarantor subsidiaries.

No appraisal of the value of the Collateral has been made inconnection with this offering of Notes and the value of the Collateral in

15

60610

the event of liquidation may be materially different from its book value.There can be no assurance that the proceeds of any sale of theCollateral following an event of default would be sufficient to satisfypayments due on the Notes. See “Description of the Notes—Security—Sufficiency of Collateral.”

For additional information regarding the Collateral and enforcementprocedures under Australian law, see “Description of the Notes—Security,” “Description of the Collateral” and “Enforcement of Liens inAustralia.”

Security Trust Deed . . . . . . . . . . The Security Trustee will hold the security interest granted in theCollateral on trust for the holders of the Notes and other beneficiariesin accordance with a “Security Trust Deed.” The terms of the SecurityTrust Deed” will set out, among other things (i) the beneficiaries’relative rights with respect to the security interest in the Collateralbecoming enforceable to provide instructions to the Security Trustee totake enforcement action and (ii) the priority of payments to be madeupon enforcement as between beneficiaries.

Ranking . . . . . . . . . . . . . . . . . . . . . . The Notes and the Note Guarantees will be the Issuer’s and theGuarantors’ senior secured obligations and will:

• be the Issuer’s and each Guarantor’s general senior obligations;

• rank senior in right of payment to our and each Guarantor’s futureobligations that are expressly subordinated in right of payment tothe Notes (in the case of the Issuer’s indebtedness) and to the NoteGuarantees (in the case of indebtedness of the Guarantors);

• be secured by a first priority lien over the Collateral, subject topermitted liens, on an equal and ratable basis with any Pari PassuSecured Obligations and any Payment Priority Obligations incurredby us and the Guarantors; provided that the holders of Notes will beentitled to receive proceeds of the Collateral upon any enforcementaction with respect to the Collateral or otherwise after an event ofdefault, including any bankruptcy, insolvency or liquidationproceeding, only following the prior payment in full of all PaymentPriority Obligations, including any outstanding payment obligationsmandatorily preferred by law;

• be effectively subordinated to any of our and each Guarantor’sobligations that are secured by property and assets other than theCollateral, to the extent of the value of the property and assetssecuring such indebtedness;

• be effectively senior to any of the Issuer’s and each Guarantor’sexisting or future unsecured obligations, in each case to the extentof the value of the Collateral (after giving effect to the payment infull of any then outstanding Payment Priority Obligations and anyoutstanding payment obligations mandatorily preferred by law); and

• will be effectively subordinated in right of payment to existing andfuture liabilities of any non-Guarantor subsidiary.

As of December 31, 2016, after giving effect to this offering and ouruse of the net proceeds therefrom, excluding our Shareholder LoanNotes:

• we would have had A$522.7 million of total indebtedness (includingthe Notes), none of which would have been subordinated to theNotes;

16

08386

• of our total indebtedness, we would have had A$38.6 million ofsecured indebtedness outstanding under our finance leases to whichthe Notes would have been effectively subordinated;

• we would have had commitments available to be borrowed underthe New Credit Facility of A$100 million, all of which would besecured indebtedness constituting Payment Priority Obligations towhich the Notes would be effectively subordinated; and

• our non-Guarantor subsidiaries would not have had anyindebtedness.

In addition, as of December 31, 2016, we had A$10.0 million ofShareholder Loan Notes, which are contractually subordinated to theNotes.

Optional redemption . . . . . . . . . At any time prior to May 15, 2019, the Issuer may redeem up toUS$125.0 million of the original principal amount of the Notes, at aprice equal to 101% of the principal amount of the Notes, plus accruedand unpaid interest, if any, to, but not including, the date ofredemption, with the net proceeds from an initial public offering.

In addition, at any time prior to May 15, 2019, the Issuer may redeemsome or all of the Notes at a price equal to 100% of the principalamount of the Notes, plus a “make-whole premium” and accrued andunpaid interest, if any, to, but not including, the date of redemption.The Issuer may also redeem all or any part of the Notes at any timeon or after May 15, 2019 at the redemption prices specified under“Description of the notes—Optional redemption—Optional redemptionat any time on or after May 15, 2019,” plus accrued and unpaidinterest, if any, to, but not including, the date of redemption.

Covenants . . . . . . . . . . . . . . . . . . . . The Notes will be issued under an indenture (the “Indenture”) amongthe Issuer, the Guarantors and The Bank of New York Mellon, asTrustee. The Indenture will, among other things, limit the Issuer’s andthe Guarantors’ ability to:

• incur additional debt;

• pay dividends or make other distributions or repurchase or redeemour capital stock;

• prepay, redeem or repurchase certain debt;

• issue certain preferred stock or similar equity securities;

• make loans and investments;

• place limitations on distributions from certain subsidiaries;

• sell or otherwise dispose of assets, including capital stock of certainsubsidiaries;

• enter into transactions with affiliates;

• incur liens; and

• consolidate, merge or sell all or substantially all of our assets.

These limitations are subject to a number of exceptions andqualifications. For more details, see “Description of the Notes—Certaincovenants.”

Change of control offer . . . . . . Upon the occurrence of a change of control triggering event, you willhave the right, as holders of the Notes, to cause the Issuer torepurchase some or all of your notes at 101% of their face amount,plus accrued and unpaid interest, if any, to, but not including, the

17

30800

repurchase date. See “Description of the Notes—Repurchase at theoption of holders—Change of control.”

Asset disposition offer . . . . . . . If the Parent Guarantor or its restricted subsidiaries sell assets, undercertain circumstances, the Issuer will be required to use the netproceeds to make an offer to purchase Notes at an offer price in cashin an amount equal to 100% of the principal amount of the Notes, plusaccrued and unpaid interest, if any, to, but not including, therepurchase date. See “Description of the Notes—Repurchase at theoption of holders—Asset sales.”

Payment of additionalamounts. . . . . . . . . . . . . . . . . . . . . . In the event that withholding taxes are required to be withheld or

deducted from payments on the Notes or under the Note Guarantees,the Issuer or the relevant Guarantor, as the case may be, will, subjectto certain exceptions, pay such Additional Amounts as will result, afterdeduction or withholding of such taxes, in the payment of the amountswhich would have been payable in respect of the Notes or the NoteGuarantees had no such withholding or deduction been required. See“Description of the Notes—Payment of additional amounts.”

Redemption for taxationreasons . . . . . . . . . . . . . . . . . . . . . . The Notes may be redeemed at the option of the Issuer in whole but

not in part, at the principal amount thereof, plus accrued and unpaidinterest, if any, to, but not including, the redemption date in certaincircumstances in which the Issuer would become obligated to payAdditional Amounts. See “Description of the Notes—Optionalredemption.”

Offering . . . . . . . . . . . . . . . . . . . . . . The Notes have not been and will not be registered under theSecurities Act. Each initial purchaser has agreed that it will only offeror sell the Notes (1) in the United States to persons it reasonablybelieves to be qualified institutional buyers in reliance on Rule 144Aunder the Securities Act and (2) outside the United States incompliance with Regulation S under the Securities Act and theapplicable laws of the jurisdictions where offers and sales occur.

Transfer restrictions. . . . . . . . . . Neither the Notes nor the note guarantees have been registered underthe Securities Act, state securities laws of the United States or thelaws of any other jurisdiction and are subject to certain restrictions ontransfer and resale. The Issuer does not intend to issue registeredNotes in exchange for the Notes and the absence of registration rightsmay adversely impact the transferability of the Notes. See “TransferRestrictions.”

Form, denomination andregistration of notes . . . . . . . . . The Notes will be issued only in fully registered form, without coupons.

Notes sold to qualified institutional buyers in reliance on Rule 144Aunder the Securities Act and in offshore transactions complying withRegulation S under the Securities Act will be initially represented byone or more Global Notes registered in the name of a nominee ofDTC and will be issued in book-entry form through the facilities of DTCfor the accounts of its participants in minimum denominations ofUS$2,000 and integral multiples of US$1,000 in excess thereof. See“Book-entry Settlement and Clearance.”

Delivery of the notes . . . . . . . . . The Issuer expects to make delivery of the Notes, against paymenttherefor, on or about April 26, 2017, which the Issuer expects will be

18

76409

the tenth business day following the date of this offering circular,referred to as T+10.

Absence of public market forthe notes . . . . . . . . . . . . . . . . . . . . . The Notes are a new issue of securities and there is currently no

established trading market for the Notes. Accordingly, a liquid marketfor the Notes may not develop. The initial purchasers have advised usthat they currently intend to make a market in the Notes. However,they are not obligated to do so, and any market making with respectto the Notes may be discontinued without notice.

Listing. . . . . . . . . . . . . . . . . . . . . . . . Application has been made to list the Notes on the SGX-ST. TheNotes are expected to trade on the SGX-ST in a minimum board lotsize of US$200,000 for so long as the Notes are listed on the SGX-ST.

Trustee and Paying Agent. . . . The Bank of New York Mellon (the “Trustee”).

Security Trustee . . . . . . . . . . . . . Global Loan Agency Services Australia Nominees Pty Limited

Use of proceeds. . . . . . . . . . . . . . We intend to use the net proceeds of this offering to redeem the entireUS$299.7 million aggregate principal amount of the Existing Notes andfor general corporate purposes. See “Use of Proceeds.”

Further issues. . . . . . . . . . . . . . . . Subject to the terms of the Indenture, the Issuer may issue anunlimited principal amount of additional notes having identical termsand conditions as the Notes other than the issue date, the issue price,the first interest payment date and the first date from which interestwill accrue; provided that if any additional notes are not fungible withthe Notes for U.S. federal income tax purposes, such additional noteswill be issued as a separate series under the Indenture and will havea separate CUSIP number and ISIN from the Notes. See “Descriptionof the Notes.”

Governing law. . . . . . . . . . . . . . . . The Indenture, the Notes and the Note Guarantees will be governedby, and construed in accordance with, the laws of the State of NewYork. The Security Trust Deed and related security documents will begoverned by, and construed in accordance with, the laws of NewSouth Wales.

RISK FACTORS

In evaluating an investment in the Notes, prospective investors should carefully consider, along withthe other information in this offering circular, the specific factors set forth under “Risk Factors” for risksinvolved with an investment in the Notes.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING INFORMATION

The summary historical consolidated financial information set forth below as of and for the fiscalyears ended June 30, 2014, 2015 and 2016 have been derived from, and are qualified in their entiretyby reference to, our annual consolidated financial statements and related notes that are includedelsewhere in this offering circular or the accounting records of Barminco.

The summary historical consolidated financial information for the half years ended December 31,2015 and 2016 set forth below have been derived from, and are qualified in their entirety by referenceto, our interim condensed consolidated financial statements and related notes which are includedelsewhere in this offering circular or the accounting records of Barminco and include, in the opinion ofmanagement, all adjustments, consisting of normal and recurring adjustments, necessary to present fairlythe data for such periods. Results for an interim period should not be considered indicative of results forthe full fiscal year.

19

46031

The summary historical consolidated statement of comprehensive income information for the twelvemonths ended December 31, 2016 has been calculated by adding the summary consolidated statementof comprehensive income data for the fiscal year ended June 30, 2016 and the summary consolidatedstatement of comprehensive income information for the half year ended December 31, 2016, and thensubtracting the summary consolidated statement of comprehensive income information for the half yearended December 31, 2015.

Our consolidated financial statements included in this offering circular have been prepared inaccordance with Australian Accounting Standards and also comply with IFRS and interpretations asissued by the International Accounting Standards Board. Australian Accounting Standards differ from U.S.GAAP in respects that may be material to the financial information contained in this offering circular.

The summary historical consolidated financial and operating information should also be read inconjunction with, and is qualified in its entirety by reference to, the sections captioned “FinancialStatement Presentation,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” and our consolidated financial statements included elsewhere in this offeringcircular.

20

21274

Summary financial data

(in thousands) 2014 2015 2016 2015 2016 2016

Year ended June 30,

Half year ended

December 31,

12 months

ended

December 31,

Summary statement of comprehensive income data:

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A$537,938 A$492,917 A$507,932 A$263,538 A$292,020 A$536,414

Other income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,662 1,159 1,122 83 563 1,602

Consumables used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (168,488) (152,521) (152,515) (81,454) (88,071) (159,132)

Employee benefits expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (232,685) (207,205) (197,265) (103,560) (110,729) (204,434)

Contractor and consultant expenses . . . . . . . . . . . . . . . . . . . . . (14,846) (20,023) (30,368) (14,097) (20,625) (36,896)

Depreciation of property, plant & equipment. . . . . . . . . . . . . . (58,392) (52,298) (48,927) (25,145) (30,394) (54,176)

Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . (1,023) (1,017) (730) (288) (472) (914)

Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,114) (19,239) (25,354) (14,744) (20,497) (31,107)

Results from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . 47,052 41,773 53,895 24,333 21,795 51,357

Share of profit from equity accounted investments, net of

tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,933 14,615 9,983 8,509 7,654 9,128

Interest payable on Redeemable Preference Shares and

Shareholder Loan Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (38,828) (44,264) (50,396) (23,745) — (26,651)

Other net financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (67,983) (64,415) (47,644) (24,382) (27,293) (50,555)

Income tax (expense) / benefit . . . . . . . . . . . . . . . . . . . . . . . . . . (714) (377) 76,619 (115) 4,048 80,782

Profit / (loss) for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (58,540) (52,668) 42,457 (15,400) 6,204 64,061

Summary statement of financial position data (period

end):

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A$95,818 A$104,844 A$70,647 A$85,371 A$69,258

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 656,920 647,179 665,763 622,932 717,684

Total tangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 380,405 376,634 329,696 362,854 371,455

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 907,766 946,490 518,505 936,701 565,226

Total borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 828,640 861,002 427,811 843,365 460,944

Total borrowings excluding Redeemable Preference

Shares(1) and Shareholder Loan Notes. . . . . . . . . . . . . . . . . 512,470 500,568 417,811 458,024 450,944

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (250,846) (299,311) 147,258 (313,769) 152,458

Summary statement of cash flows data:

Net cash inflow (outflow) from:

Operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A$50,271 A$35,657 A$67,994 A$27,486 A$25,713 A$66,221

Investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (33,574) (13,782) (33,779) (17,824) (8,242) (24,197)

Financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (27,470) (12,849) (68,418) (29,126) (19,016) (58,308)

Other financial data:

Payments for property, plant & equipment and intangibles 40,001 45,177 44,739 27,658 14,260 31,341

Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,962 48,804 51,939 27,658 58,421 82,702

Investments accounted for using the equity method . . . . . . 67,574 67,342 69,517 68,126 71,634

Adjusted EBITDA(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111,703 114,470 115,430 60,059 57,036 112,407

Adjusted EBITDA margin(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.8% 23.2% 22.7% 22.8% 19.5% 21.0%

Ratio of total borrowings (excluding Redeemable

Preference Shares and Shareholder Loan Notes) to

Adjusted EBITDA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.6 4.4 3.6 4.0

Ratio of net debt(4) (excluding Redeemable Preference

Shares and Shareholder Loan Notes) to Adjusted

EBITDA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.7 3.5 3.0 3.4

(1) In June 2016, the terms of the Redeemable Preference Shares were amended to provide that interest ceased to accrue from

June 29, 2016 and redemption would be in the control of the Parent Guarantor. This had the effect of classifying these

securities from borrowings to equity for accounting purposes from such date.

(2) Adjusted EBITDA is a non-GAAP / non-IFRS financial measure and is a useful supplemental measure in evaluating the

performance of our operating business and provide greater transparency into our results of operations. Adjusted EBITDA is

used by management, including our chief decision maker, to perform such evaluation. Adjusted EBITDA has limitations as an

analytical tool, and you should not consider either in isolation or as a substitute for analysis of our results as reported under

IFRS. For example, these measures:

• do not reflect our historical cash expenditures, or future requirements for capital expenditures or contractual commitments;

• do not reflect changes in, or cash requirements for, our working capital needs;

• do not reflect our income tax expense or the cash requirements to pay taxes;

21

12907

• do not reflect that, while depreciation and amortization are non-cash charges, the assets being depreciated and amortized will

often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements;

and

• do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments,

on our borrowings.

However, our management believes Adjusted EBITDA is useful to an investor in evaluating our operating performance because

(i) these measures are widely used by investors in the mining industry to measure a company’s operating performance without

regard to items excluded from the calculation of such terms, which can vary substantially from company to company depending

upon accounting methods and book value of assets, capital structure, and the method by which assets were acquired, among

other factors, and (ii) these measures help investors to more meaningfully evaluate and compare the results of our operations

from period to period by removing the effect of our capital structure and asset base from our operating structure. We further

believe that Adjusted EBITDA is frequently used by securities analysts, investors, and other interested parties in their evaluation

of companies, many of which present Adjusted EBITDA when reporting their results.

There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the

effect of certain recurring and non-recurring items that materially affect our net income or loss, and the lack of comparability of

results of operations of different companies. The following table reconciles our profit/(loss) for the period, the most directly

comparable IFRS financial measure, to Adjusted EBITDA for the periods indicated:

(in thousands) 2014 2015 2016 2015 2016 2016

Year ended June 30,

Half year ended

December 31,

12 months

ended

December 31,

Profit (loss) for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . A$(58,540) A$ (52,668) A$ 42,457 A$(15,400) A$6,204 A$64,061

Income tax expense/(benefit) . . . . . . . . . . . . . . . . . . . . . . . . . 714 377 (76,619) 115 (4,048) (80,782)

Net financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106,811 108,679 98,040 48,127 27,293 77,206

Share of profit from equity accounted investments, net

of tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,933) (14,615) (9,983) (8,509) (7,654) (9,128)

Depreciation and impairment of property, plant &

equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,392 52,298 48,927 25,145 30,394 54,176

Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . 1,023 1,017 730 288 472 914

Redundancy costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,236 1,719 3,062 1,477 265 1,850

Dividends received from AUMS . . . . . . . . . . . . . . . . . . . . . . . — 17,663 8,816 8,816 4,110 4,110

Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A$111,703 A$114,470 A$115,430 A$60,059 A$57,036 A$112,407

(3) Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

(4) Net debt is total borrowings less cash and cash equivalents.

22

67681

RISK FACTORS

Any investment in the Notes involves a high degree of risk. You should carefully consider the risksdescribed below and all of the information contained in this offering circular before deciding whether topurchase the Notes. The risks and uncertainties described below are not the only risks and uncertaintiesthat we face. Additional risks and uncertainties not presently known to us or that we currently deemimmaterial may also impair our business operations. If any of those risks actually occurs, our business,financial condition and results of operations would suffer. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Statement Regarding Forward-looking Statements” in this offeringcircular.

Risks relating to our business and industry

A decline in the consumption of, or demand for, minerals could result in a significant decrease indemand for our mining services and have a material adverse effect on our results of operations.

Demand for our mining services depends in significant part upon the level of development andproduction activities conducted by our clients, which are mining companies, particularly with respect togold, nickel, zinc and tin. For the twelve months ended December 31, 2016, 63% of our mining servicesrevenues were generated from the provision of mining services to gold mining companies, 21% to nickelmining companies, 13% to zinc mining companies and 3% to tin mining companies (based on figuresexcluding fibrecrete, shared services and other revenue which collectively represent less than 1% of totalrevenue). Our activity levels and results of operations are dependent on development and productionlevels at our clients’ mines and it remaining economic to continue development and production at existingmines or to bring new mines into operation. Our growth is dependent on mine operators continuing toseek to expand development and production at existing mines or bring new mines into operation.

The production of, or demand for, minerals could decline as a result of many factors, including:

• The price of gold, nickel, zinc, copper and other metals in the world market. The price of gold isaffected by numerous factors, including international economic trends, foreign exchangefluctuations, expectations for inflation, speculative activities, consumption patterns, purchases andsales of gold bullion holdings by central banks and others, world production levels and politicalevents. Historically, world gold prices have fluctuated. A significant, sustained fall in the price ofgold and a resulting decrease in the demand for our services could have a material adverseimpact on us. In particular, an improving global economy may limit demand for gold as a safehaven. The price of copper is influenced by global economic growth, trends in industrial productionand conditions in the housing, automotive and other industries. Historical nickel prices have movedbroadly in line with demand and supply trends, with approximately 65% of world nickelconsumption in 2016 being used in stainless steel production. The price of zinc is mainly affectedby global demand and conditions in steel and copper-related industries. Should demand for gold,copper, nickel, zinc or tin weaken or consumption patterns change, the price of gold, copper,nickel, zinc or tin could be adversely affected, which could negatively affect demand for ourservices.

• A significant amount of mining output is sold to China. The overall state of the Chinese economy,including lending rates, fluctuations in inflation, interest rates and changes in fiscal policy, canhave an impact on China’s demand for gold, nickel, copper and other metals, which in turn couldhave a significant impact on the overall demand for our services. In 2016, China representedapproximately 54% of Australian mineral resources exports. Recently, the Chinese economy hasseen subdued growth as China faces cyclical and structural pressures and Chinese demand forgold, nickel, copper and other metals remains uncertain.

• A general economic downturn could cause a decline in the demand for some of our services. Inlate 2008, our clients cut back on their expenditures, including spending on some of the miningservices we offer. The resulting decline in demand for our services caused our revenue todecrease significantly in late 2008 and 2009. While the demand for our services has significantly

23

22272

increased from 2009, another economic downturn could result in decreased demand for ourservices and have a material adverse effect on our revenue.

When commodity prices are high, mining activities increase as mine owners seek to expanddevelopment and production to take advantage of the high prices and bring new mines into operation.One consequence of a sustained period of historically high commodity prices is that mine ownersdevelop projects that would not otherwise have been economic to develop or operate at lower prices.Historically when commodities prices have fallen below the cash costs of production, mining activity hastended to decline. Therefore, the risk we are exposed to for any particular project depends on where themine is situated on the cost curve of production compared to the price of the underlying commodity.

Because of the mix of projects for which Barminco is contracted to provide services, its revenuesare exposed to the prices of gold, copper, nickel, tin and zinc. If the price of any of these commoditiesfell below the level at which any of the projects to which Barminco is contracted is profitable, the ownermay suspend or close the project, in which case Barminco’s services would likely be terminated. Whilethere may be significant variation among projects as to the commodity price at which a project ceases tobe profitable, in the event of a significant fall in the price of the relevant commodity, several projects mayclose around the same time.

We have no control over demand for minerals and related commodity prices and any of the factorsmentioned above could have a material adverse effect on our business, results of operations andfinancial condition.

A significant economic downturn may also impair the ability of our clients to pay for the services wehave provided and, thus, a portion of our receivables may become uncollectible. Consequently, ourresults of operations could fluctuate during an economic downturn.

Our margins and results of operations could be adversely affected if we misprice our contractsduring tendering or negotiation.

Our mining services contracts are generally awarded following a competitive tender process whereprice is one of the most important factors that a customer will consider in evaluating tenders. Even forthose projects that are not put out to tender, we still must negotiate the pricing of the contract with thecustomer. In determining the price and other terms on which we will submit a tender or otherwisepropose to a potential customer, we undertake modeling of the contract pricing based on a series ofassumptions that we make about a range of factors such as the type and amount of equipment to bedeployed, length of contract, life of mine, location of mine, mine cost curve position, the utilization rates,reliability and maintenance costs of such equipment, mining consumables expenditure, the amount oflabor required to support the project and labor productivity levels. If any of the assumptions that wemade during our modeling subsequently turns out to be materially incorrect, then we could be locked intoa long-term contract with unfavorable economics that could adversely affect our margins and results ofoperations. We may have no right to renegotiate the contract with the customer should the economicsbecome unfavorable to us.

Our results of operations depend on new contract awards; however, the tender process andtiming for performing these contracts are not within our control.

Our revenue is dependent on winning new contracts. We operate in highly competitive markets andit is difficult to predict whether and when we will be awarded new contracts due to multiple factorsinfluencing how customers evaluate potential service providers, such as rates, qualifications, experience,reputation, technology, customer relationships, financial strength, and ability to provide the relevantservices in a timely, safe, and cost-efficient manner. In addition, a project can be cancelled or delayeddue to the lengthy and complex bidding and selection process, customer capital investment decisions,market conditions, available financing, government approvals, permitting, and environmental matters.Consequently, we are subject to the risk of losing new awards to competitors and the risk that a projectmay experience significant delay or cancellation which will adversely impact our business, results ofoperations and financial condition. Our results of operations and cash flows may fluctuate from quarter toquarter depending on the timing and size of new contract awards and delays or cancellations.

24

52585

Our revenues are subject to underlying contracts with varying terms and substantially all of ourcustomer contracts permit the customer to terminate the contract on short notice and withoutcompensation for lost revenue.

The term of our customer contracts typically range from three to five years, with an option to extendexercisable by the customer. If we do not perform our obligations under a contract in accordance withthe terms of the contract or our customer’s expectations, we are at risk that the contract will beterminated or not renewed. Any such performance issue could also adversely affect our reputation in themarketplace which could adversely impact our ability to secure new contracts.

Our customer contracts generally permit the customer to terminate the contract for convenience onshort notice (ranging from 30 to 90 days) providing for the cost of demobilization but typically withoutcompensation for lost revenue. There is a risk that our contracts may be cancelled or may not berenewed if our clients decide to reduce their levels of spending, potentially reducing our revenue. Acustomer may have no further need for our services due to the closing of a mine or because it isseeking an alternative mining service provider or bringing the service in-house. A customer may alsovary our scope of works, access to available ore headings, the mine plan and production rates, whichcould affect our revenue or profit. In the event of a contract termination, we may not be able to redeploythe equipment used at that mining site to other sites on the same terms or at all and we may experiencedowntime between demobilization and redeployment.

Furthermore, because of these rights, if clients wish to suspend or cease operations at a mineserviced by Barminco, they are able to do so without compensating Barminco for the lost revenue. As aresult, if the price of a mined commodity falls below the price at which it is economic for the mine ownerto continue mining, they may shut the operations down and we will lose the associated revenue.

Our growth could also cause us to operate in sectors or assist customers in markets where wewould be expected to assume a greater level of contract risk, potentially via engaging with customersunder different contract structures than those employed by us today. If we enter into such contracts, wecould be adversely impacted due to unforeseen or underestimated contract costs.

While we believe that replacing a contractor such as Barminco in an unplanned manner wouldinvolve significant challenges and costs for a customer and, historically, few of Barminco’s clients haveexercised its termination rights unless the mining operation was being suspended or closed, there can beno assurance that clients will not exercise these rights in the future. In addition, there may be certaincircumstances where we work on a mine while a contract is still being negotiated for renewal orextension and, in such circumstances, we would be subject to the risks of not having a formal contract inplace governing the work we engage in for a customer.

The early termination of a contract by one or more of our clients could have a material adverseeffect on our business, results of operations and financial condition.

We may face the risk of liability if we are unable to deliver on production targets set in ourmining contracts.

The achievement of production targets depends on many factors, many of which are outside of ourcontrol. These factors include, but are not limited to: our ability to use the anticipated mining methods;the presence of pre-existing and/or defective drill holes; the accuracy of representations made by themine-owner regarding the mine site; or the lack of ventilation and/or availability of power in the mine. Ifwe are unable, whether due to factors within or beyond our control, to achieve the production targets setin our mining contracts, we could face the risk of liability for the damages suffered by the mine-owner, orother contracting party and our business, results of operations and financial position could be adverselyand materially affected thereby.

New contracts typically underperform relative to mature contracts during start-up phase.

Our new contracts typically underperform during their ramp up phase compared to mature contractsand may even operate at a loss for a period of time. This is due to additional expenses associated withmobilizing equipment and labor, training, and commitment of additional staff while operations aretransitioning to Barminco. Such operating issues are usually resolved within six months from the

25

24422

commencement of a new contract but can take longer depending on the mine plan and structure of thecontract.

When we commence work under new contracts for underground mining, we face a number of risksassociated with the transition of mining operations from the owner or other mining services company toBarminco which can result in unexpected costs for a period of time. These risks include delays in thedelivery of equipment to site due to manufacturer or logistical constraints, shortages of skilled laborduring contract start-up and unanticipated issues with mine infrastructure and ground conditions.

In instances where we are awarded a contract from a mine owner-operator, we may be required toassume the workforce and equipment at site, and the associated assets and liabilities, at thecommencement of the contract. This can result in unexpected costs associated with additional trainingrequired to bring workforce practices in line with Barminco’s operating and safety standards, and theupgrading of equipment to ensure the transferred fleet is at Barminco’s required operating standard.

A deterioration in our safety record would harm our relationships with clients, make it less likelyfor clients to contract for our services and subject us to penalties and fines, which couldadversely affect our business, operating results and financial condition.

Mining operations involve many risks and dangers to the personnel involved, including the risk ofpersonal injury and, in exceptional circumstances, loss of life associated with operating heavy machinery,environmental hazards, using explosives and operating underground. Some of our activities, in particulardrill and blast services are by their nature amongst the higher risk activities undertaken at a mine site.While we believe our safety record has generally been positive and we have received industry awards forour safety performance, we had one fatality in one of the mines at which we operated in 2014. It ispossible that we may experience accidents in the future resulting in a deterioration of our safety record.This may be more likely as we continue to grow, if we experience high employee turnover or addemployees of lower experience due to cyclical shortages of skilled labor.

Our ability to operate safely and to keep our employees safe is fundamental to our business in anumber of respects, including:

• a contractor’s safety record is a key criterion that mine owners use when evaluating tenders forcontract mining;

• our reputation for safety is a key element of our ability to attract and retain employees;

• we hold a number of licenses that are necessary to conduct our operations, such as explosivesstorage licenses for sites and mobile explosive manufacturing licenses for emulsion charging units,that could be suspended or withdrawn if we fail to maintain safe operating practices;

• safety incidents may result in operations at the affected site being suspended while the incident isbeing investigated;

• safety violations may expose us to legal liability that is not covered by our insurance policies; and

• our safety record and the procedures we have in place influence our ability to obtain insuranceand the cost of the premiums we are required to pay.

As a consequence, if we fail to maintain adequate operating procedures and policies, or if ourmanagers and employees fail to adhere to those policies and procedures, or even if accidents occur thatare beyond our control, we may:

• fail to win new contracts for mining services, fail to have existing contracts renewed or haveexisting contracts terminated;

• experience increased difficulty in attracting and retaining employees;

• have key operating licenses suspended, cancelled or subjected to additional conditions;

• lose revenue as a result of operations being suspended;

• incur substantial legal liabilities;

• experience increased insurance premiums, or even be unable to obtain insurance at commerciallyacceptable rates; and/or

26

90337

• face increased competition if mine contractors compare our safety.

Any of these consequences could have a material adverse effect on our business, results ofoperations and financial condition.

A large part of our business is dependent upon obtaining work through a competitive biddingprocess. Our ability to retain existing customers and attract new business is dependent on many factors,including our ability to demonstrate that we can reliably and safely operate our equipment. Existing andpotential customers consider the safety record of their mining services providers to be of high importancein their decision to award service contracts. Because the majority of our customers are major miningcompanies with high safety standards, a general deterioration in our safety record could have a materialadverse impact on our business.

In addition, Australian state and territory Work Health and Safety Acts (“WHS Acts”) set out generalduties of employers, employees and others regarding Work Health and Safety (“WHS”). Under thelegislation, employers have a general duty of care with respect to the safety of employees, as well as arange of more specific duties and obligations. Each state and territory has a range of WHS Regulationsthat provide more specific detail of the requirements that must be followed for a range of WHS issues orhazards. Non-compliance with either the WHS Acts or any WHS Regulation can result in prosecution, aprohibition notice, an improvement notice or a provisional improvement notice and, in some states, on-the-spot fines. Prohibition notices could result in work having to cease at a site, or even across theentire business, until a deficiency is rectified. Willful non-compliance with mining or WHS legislation canresult in criminal sanctions.

We face competition.

We face competition and may not compete as successfully in the future as we have in the past.There are a number of competitors, both stand-alone companies and divisions of larger groups, thatcurrently provide similar services to Barminco and which may have significant additional capital, financialand other resources. We may also face competition from new competitors entering the market or existingcompetitors, such as the underground mining services divisions of large engineering firms or theAustralian divisions of global contract mining firms, significantly expanding their current undergroundcontract mining operations. In addition, we may also encounter increasing competition for personnel fromboth other mining services companies and owner-operators in their efforts to hire experienced miningprofessionals.

In the contract mining industry, a substantial proportion of new business is won by competitivetender. Mine owners evaluate tenders on a mixture of criteria, including price, reputation for technicalcompetence and reliability and safety record. If we fail to compete successfully on these criteria, and anyothers that mine owners may apply, we could fail to win new business or to have existing contractsrenewed.

Any intensification of competition as a result of new entrants, existing entrants improving theircompetitive position or the preference of mine owners to operate a mine themselves, could result inreduced operating margins and loss of market share. This could have a material adverse effect on ouroperating and financial performance, current market share, plans for future growth and the ability toattract necessary capital funding on acceptable terms.

Our profitability and competitiveness depends on our ability to attract and retain skilled workers.

Our ability to remain productive, profitable and competitive and to implement our planned growthinitiatives depends on our ability to attract and retain skilled workers. While every effort is made to retainkey employees and to recruit new personnel to adequately meet demands in projects, the loss of anumber of key personnel or inability to attract additional personnel may have an adverse impact on ourbusiness, results of operation and financial condition.

Our mining services projects are often in remote locations in Australia and Africa and sometimesrequire our employees to endure harsh conditions or to “fly-in, fly-out” from a city to a remote location.As a result, there can be shortages of labor that make it challenging to recruit employees with relevantindustry and technical experience who are willing to relocate or endure such conditions. In the past this

27

15831

has resulted in cost increases for the supply of labor and management services. We also expendsignificant resources training our employees. If our employees choose to work for our competitors wemay not realize any benefits from our investment in their training.

Cyclical labor shortages, combined with a high industry turnover rate and growing number ofcompeting mining service companies (including drilling service providers), may affect our ability tocontinue with or expand our operations and may adversely impact our financial performance. While wehave implemented various initiatives designed to remedy labor shortages, such as using internationalrecruits, developing an internal up-skilling program for tradesmen, increasing apprentice numbers,entering into overseas training agreements and marketing at international career expositions, there is noguarantee that these measures will successfully reduce the impact of labor shortages in the future.Skilled labor shortages could limit our ability to grow our business or lead to a decline in productivity andan increase in training costs and adversely affect our safety record. Each of these factors couldmaterially adversely impact our revenue and, if costs increase or productivity declines, our operatingmargins.

Earnings are dependent on a number of key contracts and business relationships.

Our three largest clients (subsidiaries of Anglogold Ashanti, Gold Fields and MMG) collectivelycontributed 51.4% of our revenues in the twelve months ended December 31, 2016 and a further threeclients (Centamin, Western Areas and Independence Group) collectively contributed 33.3% to ourrevenue in the twelve months ended December 31, 2016. Individually, each of these six clientscontributed (across multiple projects) from 9.2% to 19.5% of our revenue in the twelve months endedDecember 31, 2016. Our two contracts with Western Areas, together representing 11.5% of our revenuein the twelve months ended December 31, 2016, are scheduled to expire in June 2017. While WesternAreas has renewed our contracts in the past, there can be no assurance that Western Areas or otherclients will agree to renew expiring contracts on terms acceptable to us or at all, particularly if they moveto an owner-operated model instead of using our contract mining services.

In addition, clients are usually entitled to terminate contracts on short notice. See “—Our revenuesare subject to underlying contracts with varying terms and substantially all of our customer contractspermit the customer to terminate the contract on short notice and without compensation for lost revenue.”

If any of our key clients, or several smaller clients, were to terminate their relationship with us or failto renew an expiring contract, our revenues and profits would be significantly adversely affected.

We depend on key management personnel and may not be able to attract and retain qualifiedpersonnel in the future.

We depend on the continued employment and performance of our senior executives and other keymembers of management. If any one of these individuals resigns or becomes unable to continue in hisor her present role and is not adequately replaced in a timely manner, our business operations and ourability to implement our strategies could be materially disrupted. We compete with mining servicesproviders, mine owners and other companies to attract and retain key executives and other employeeswith the appropriate technical skills and managerial experience necessary to continue to operate ourbusiness. The loss of members of senior management or key employees could materially adverselyimpact our business if we are unable to recruit suitable replacements in a timely manner. There can beno assurance that we will be able to attract and retain skilled and experienced employees and, shouldwe lose any of our key management personnel or fail to attract qualified personnel, our business may beharmed and our results of operations and our financial condition could be adversely affected.

Our operations are subject to industrial relations risks and our profits may be adversely affectedby union activity.

In Australia, we operate on a system of individual agreements as well as employee collectiveagreements. As at December 31, 2016, approximately 80% of Barminco’s Australian workforce is subjectto collective bargaining agreements. In the event that we experience work stoppages, delays, sabotage,go-slow actions, lower productivity levels than envisaged or any other industrial relations related

28

55290

interruptions at any of our operations or increased employment-related costs due to union or employeeactivity, such activities could cause production delays, increased labor costs and adversely impact ourability to fulfill our existing contracts or win new contracts. As a result, our business, results ofoperations, financial condition and reputation may be materially adversely affected. However, only two ofour sites have a unionized workforce and we have not experienced any industrial action of this type inthe last three years.

Our operations are dependent upon the availability and cost of underground mining equipmentand any interruption in supply could adversely affect our business.

Whenever we enter new contracts, we need to acquire new capital equipment, typically miningequipment, if we do not have existing equipment available. We rely on certain original equipmentmanufacturers to source new equipment and related parts to perform under our existing and newcontracts. Any change in our relationships with these manufacturers may result in a shortage ofequipment and parts which would constrict our ability to enter new contracts or fulfill existing contractsand adversely impact our earnings and financial performance.

We have arrangements with a number of original equipment manufacturers and as is consistent inthe industry, we order equipment from these manufacturers on an ongoing basis as required. However, ifthere is any change or deterioration in our relationships with these manufacturers or if our actualequipment requirements exceed our forecast requirements for new equipment, this may materiallyadversely impact our financial performance as well as our growth prospects.

To meet our contractual obligations, we depend on critical pieces of equipment, which willsometimes be put out of service unexpectedly as a result of failures, unplanned maintenance orotherwise. The nature of our operations demands availability of equipment and spare parts, the supply ofwhich can sometimes be insufficient to deal with production capacity and demand. An inability to securean uninterrupted supply of all such necessary equipment at prices and times assumed within mine planscould, if supply disruptions persist, lead to an increase in costs and a slowdown in production anddevelopment.

Equipment delays may result from difficulties in procurement, due to funding constraints, lateordering of equipment, shipping and customs delays, or fabrication, drilling, blasting and loadingproblems. Supply shortages may also result from an excess of demand over supply for mining equipmentand competition for supplies from competitors. Delays in procuring new equipment required for our on-going or new operations may impact our ability to achieve production targets set in our mining contracts.

We could be adversely impacted by any incidents affecting the ability of our manufacturers toproduce and deliver mining equipment, including casualty events affecting production facilities, workstoppages or strikes, financial difficulties of our suppliers, transport disruptions, or other events orcircumstances. It may be difficult to locate alternative manufacturers in the event of any disruptions whichcould have a material adverse impact on our revenue.

Our operations face the risk of interruption and casualty losses and our insurance does notcover all potential losses, liabilities and damage related to our business and certain risks areuninsured or uninsurable.

Our business is subject to a number of risks and hazards, including adverse environmentalconditions, industrial accidents, labor disputes, unscheduled stoppages or closings, unusual orunexpected geological conditions, change in the availability of power, change in the regulatoryenvironment and natural phenomena such as weather conditions and floods, and the possibility ofsabotage or community, governmental or other interference. Such occurrences could result in damage toour properties or equipment, personal injury or death of employees or third parties, environmentaldamage to our properties or those of others, delays in mining, monetary losses and possible legalliability. Our operations are also subject to delays in obtaining equipment and supplies and the availabilityof transportation for the purpose of mobilizing rigs and other equipment, particularly where rigs or minesare located in remote areas with limited infrastructure support.

29

03329

We endeavor to maintain insurance with ranges of coverage in accordance with industry practiceand our contractual exposure. However, our insurance may not cover all of the risks that we face or thefull financial impact of an insured event. The occurrence of an event that is not covered at all or not fullycovered by insurance could have a material adverse effect on our business, financial condition andresults of operations. Furthermore, if our operations are interrupted or suspended for a prolonged periodas a result of any events which may not be insured or have the exposure contractually limited, ourrevenues could be materially adversely impacted.

Insurance of all of the risks associated with mining services is not always available and, whereavailable, the costs can be prohibitive. There is a risk that insurance premiums may increase to a levelwhere we consider it unreasonable or not in our interests to maintain insurance coverage at all or to alevel of coverage which is in accordance with industry practice. No assurance can be given that we willbe able to obtain such insurance coverage in the future at reasonable rates or that any coverage wearrange will be adequate and available to cover claims. Losses from risks associated with miningservices may cause us to incur significant costs that could have a material adverse effect on ourfinancial performance and results of operations.

If we fail to stay current with the technological innovations developed by our competitors orexpected by our clients, our future performance and growth may be adversely affected.

The introduction of new competing technologies by our competitors, or the threat that they may doso, means we must stay current with technological trends in the underground mining industry in order toremain responsive to the technological expectations and needs of our clients. We implementtechnological innovations developed by certain original equipment manufacturers, which can be timeconsuming, costly and complex. The successful development and implementation of current technologieson a timely basis requires that we understand our clients’ needs and the potential technological solutionsfor such needs, identify emerging technological trends in our industry and respond effectively totechnological changes by our competitors. Delays in completing the development and implementation oftechnological innovations in our services could cause our revenues to decline. If we fail to effectivelyaddress the changing demands of clients and to maintain our competitive advantage, our business,results of operations and financial condition could be materially adversely impacted.

We may not be able to obtain funding on acceptable terms, or at all, due to a deterioration of thecredit and capital markets. This may hinder or prevent us from meeting our future capital needs.

Our business requires significant amounts of capital expenditure which is often a front endedinvestment for us given the contracting nature of our operations. Whenever we enter new contracts, weneed to acquire new capital equipment if we do not have existing equipment available. Capitalexpenditures are also required to maintain such capital equipment over its useful life. Consequently,during periods of high or rapid growth in revenues, our capital requirements increase. Typicallyunderground mining equipment has a useful life of between three and five years, though our in-housemaintenance and rebuild capability allows us to extend the average equipment life, in some cases, fromthe original three years to more than seven years, at approximately 60% of the original fleet cost foreach two to three-year extension. Historically, our capital expenditures have been funded by acombination of operating cash flow and borrowings.

We intend to finance our future capital expenditures primarily through cash flow from operations andsecured finance. However, our financing needs may require us to alter or increase our capitalizationthrough the incurrence of additional indebtedness. Additional borrowings will require that a greater portionof our cash flow from current operations be used for debt service, thereby reducing our ability to usecash flow to fund working capital, capital expenditures and acquisitions.

Our cash flow from operations and access to debt capital are subject to a number of variables,including:

• our activity levels;

• margins under our services contracts;

• global credit and securities markets; and

30

50085

• the ability and willingness of lenders and investors to provide capital and the cost of the capital.

If our revenues or margins decrease as a result of adverse changes in contract terms, operatingdifficulties or disruptions, lending requirements or regulations, or for any other reason, we may not beable to obtain the capital necessary to sustain our operations at current levels. As a result, we mayrequire additional capital to fund our operations, and we may not be able to obtain debt or equityfinancing to satisfy our capital requirements.

In recent years, global financial markets have experienced disruptions and general economicconditions have been volatile, which has caused deterioration in the credit and capital markets. Thecontinuation of these conditions or a recurrence of similar conditions, including as a result of prolongedor further deterioration of economic, fiscal or credit market conditions, could make it difficult for us toobtain financing for our ongoing capital needs. In volatile financial markets, the cost of raising money inthe debt and equity capital markets can fluctuate widely and the availability of funds from those marketsmay diminish significantly. Due to these factors, we cannot be certain that funding will be available ifneeded and, to the extent required, on acceptable terms. If we cannot meet our capital needs, we maybe unable to implement our development plans, enhance our existing business, complete acquisitions orotherwise take advantage of business opportunities or respond to competitive pressures, any of whichcould have a material adverse effect on our business, financial condition and results of operations.

Our operations may cause damage to the environment and violate applicable environmental lawsand regulations and the conditions of our licenses.

There is a risk that our operations may cause damage to the environment and violate applicableenvironmental laws and regulations and the conditions of our licenses. If our operations violateenvironmental standards, we may incur costs to control and rectify the damage, legal liabilities includingdamages, and damage to our reputation as a responsible operator, which may affect our ability to retainexisting business and win new business.

The principal environmental hazard involved in our operations is contamination from a release ofhydrocarbons (for example, fuel or lubricant).

There are extensive Australian state and federal laws and regulations regarding environmentalstandards, as well as equivalent environmental laws in the African and Indian jurisdictions in which weoperate. In addition, we require various environmental licenses to operate our business, includinglicenses to handle certain potentially hazardous materials, and these licenses are often subject tonumerous conditions. In the future, changes in law may result in even stricter regulation. Environmentalincidents, particularly if they result from a failure to comply with laws or license conditions, may result insubstantial penalties, costs to remediate damage and loss of licenses, any of which may materiallyadversely affect our business.

In addition, our actions or failures to act may result in the mine owners for which we performservices incurring environmental liabilities, regulatory penalties, or having licenses suspended, cancelledor subjected to additional conditions. Some of our customer contracts contain indemnities under whichwe are obliged to compensate the customer for certain losses resulting from environmental incidents forwhich we are responsible. However, certain of these indemnities contain a cap on our potential liability.As a result, environmental incidents may result in us incurring substantial obligations to compensate ourclients, including, in some cases, for consequential losses, which could have a material adverse effect onits business, operating results and financial condition.

We have insurance coverage to address certain environmental risks, for example, pollution orcontamination caused by a sudden and unexpected incident (not extending to contamination occurringover time). There can be no assurance that these insurance policies will be adequate to cover our costsand losses, and insurers may dispute insurance claims.

The mining industry in Australia is highly regulated.

Provision of our mining services is dependent upon our client securing the grant and maintenance ofrequired licenses and permits, which, if restricted, revoked or denied, could affect our operations. Thegrant and maintenance of appropriate licenses, permits and regulatory consents, may be withdrawn or be

31

62631

made subject to limitations. Obtaining renewals may require successfully obtaining statutory approvalsand fulfilling contractual obligations for proposed activities and the renewal of licenses, permits andconsents as and when required. There can be no assurance that such renewals will be approved as amatter of course, that existing permits and licenses will not be revoked, that existing leases will berenewed, or that new conditions will not be imposed in connection therewith. If the client fails to obtain orrenew required licenses, or additional restrictions on such licenses or permits are imposed, this couldcause production delays or increased costs and could adversely impact our ability to fulfill our existingcontracts and expand our service offering under a new contract. As a result, our business, results ofoperations and financial condition could be materially adversely affected.

In Australia, the mining industry is highly regulated by environmental and health and safetyregulations that could have a material impact on our functioning, financial stability and future earningspotential. There is a risk that the Australian federal and/or state governments will introduce new policiesand legislation that relate to the mining industry. Any such policies or legislation, or more stringentimplementation of policies or legislation already in place, may have an adverse effect on the miningindustry generally and this could have a negative impact on our operating and financial performance.

To the extent we fail to comply with applicable laws and regulations, we could be subject tomonetary fines, suspension of operations, enforcement actions or other civil or criminal penalties. Inaddition, any significant governmental investigation or enforcement of health and safety requirementscould damage our reputation as a responsible mining services provider and employer. Our clients place apremium on safety and any damage to our reputation may have an adverse effect on our ability to winnew contracts or keep existing contracts. Furthermore, damage to our safety record or our reputation forsafety could make it difficult for us to hire or retain skilled labor. Any of these factors could have amaterial adverse impact on our results of operations and financial condition. In addition, legislation andregulations affect our mineral exploration clients and changes to law may influence their decision whetherto conduct mineral exploration and development.

We may be exposed to liabilities under anti-corruption laws and any determination that Barmincohas violated any anti-corruption laws could have a material adverse effect on our business.

Barminco operates in a number of countries, including some countries that rank poorly in publishedindices of perceived public corruption. In these and other countries, our operations may be subject toanticorruption laws (including laws in Australia relating to corruption), which generally prohibit companiesor their agents and employees from providing anything of value to a foreign official for the purposes ofinfluencing any act or decision of these individuals in their official capacity to help obtain or retainbusiness, direct business to any person or corporate entity, or obtain any unfair advantage. Our activitiesin these countries create the risk of unauthorized payments or offers of payments by one of ouremployees, agents or distributors that could be in violation of applicable anti-corruption laws, even thoughthese parties are not always subject to our control.

We have internal controls, policies and procedures to help protect against such risks and haveimplemented training and compliance programs for our employees, agents and distributors with respectto these laws. We adopted a policy dedicated to anti-bribery and anti-corruption measures in 2012.However, we cannot assure you that our controls, policies, procedures and programs always will protectus from potentially improper or criminal acts committed by our employees, agents or distributors. In theevent that we believe or have reason to believe that our employees, agents or distributors have or mayhave violated applicable anti-corruption laws, we may be required to investigate or have outside counselinvestigate the relevant facts and circumstances. Violations of anti-corruption laws or regulations mayresult in severe criminal or civil sanctions, and we may be subject to other liabilities, which couldnegatively affect our business, operating results and financial condition.

To our knowledge, we do not believe we have violated applicable anti-corruption laws or regulations.We cannot assure you, however, that any future investigation will not reveal violations of Australian orother anti-corruption laws or regulations. In addition, as we continue to evaluate existing and new anti-corruption laws, regulations or local laws, we may cease conducting business in certain high riskcountries where these types of payments may often be required to operate. This could significantly affect

32

54322

our revenue if mining clients continue to pursue new exploration projects in areas where we decide notto conduct business.

We operate in and are subject to tax regimes of many different countries.

We provide services in a number of countries. Therefore, we are subject to tax regimes of manydifferent countries and are subject to risks of changes in taxes, or interpretation or enforcement. Weoperate in countries that have tax regimes in which the rules may not be clear, may not be consistentlyapplied and may be subject to sudden change. This is especially true with regard to international transferpricing. Our earnings could be reduced by the uncertain and changing nature of these foreign locations.In addition, given the number of jurisdictions in which we operate, the tax positions we have taken or taxattributes of our contracts could be challenged and this could have a material adverse impact on ourbusiness, financial condition and results of operations.

Our operations across several different countries subject us to various political, economic andother risks that could negatively impact our operations and financial condition.

Barminco currently has operations in Australia, Egypt and India, while AUMS has operations inGhana, Burkina Faso and Tanzania. Barminco may seek growth and expansion in additional markets.Our operations are subject to political, economic and other risks normally associated with the conduct ofbusiness in foreign countries as well as factors specific to the particular region. Some of these risks towhich we are exposed include, among others:

• changes in foreign laws or regulations;

• changes in laws and policies governing operations of foreign based companies;

• changes in tax laws;

• changes in mining policies;

• royalty and tax increases or claims by governmental entities;

• labor disputes;

• corruption;

• transparency of the legal system;

• retroactive tax or royalty claims;

• revocation of consents or approvals;

• restrictions on the use of land and natural resources;

• restrictions on production, supplies and essential services;

• export controls;

• equipment import and custom issues;

• legal recourse and appeal rights;

• licensing requirements;

• human resources and immigration policies;

• disease and plagues;

• expropriation or nationalization of property;

• inflation of costs that is not compensated by a currency devaluation;

• restrictions on the remittance of dividend and interest payments offshore;

• environmental controls and permitting;

• opposition to mining from environmental or other non-governmental organizations;

• obtaining various approvals from regulators;

• invalidation of government orders and permits;

33

12084

• foreign exchange restrictions and currency fluctuations;

• changing political conditions, currency controls and governmental regulations that favor or requirethe rewarding of contracts to local contractors or require foreign contractors to employ citizens ofor purchase supplies from a particular jurisdiction;

• loss due to civil strife, acts of war, guerrilla activities, acts of sabotage, territorial disputes,insurrection and terrorism; and

• other risks arising out of foreign sovereignty issues.

Such risks could potentially arise in any country in which we operate, although risks may be higherin the developing countries in which we conduct some of our activities. Our operations in these areasincrease our exposure to risks of war, local economic conditions, political disruption, civil disturbance,expropriation, piracy, tribal conflicts and governmental policies that may:

• disrupt our operations;

• require us to incur greater costs for security;

• restrict the movement of funds or limit repatriation of profits;

• lead to international sanctions; or

• limit access to markets for periods of time.

Several of the countries in which we currently operate, or have a presence, and the countries inwhich we are seeking further growth, have experienced in the recent past or are currently experiencingpolitical, social and economic instability, and should be considered by investors to be less predictablethan those countries in which the majority of investors are likely to be resident.

Countries in Africa in particular have experienced political instability and humanitarian crises in thepast. Disruptions may occur in the future, and losses caused by these disruptions may occur that will notbe covered by insurance. For example, Mali and Egypt have in the recent past experienced, and maycontinue to experience, a difficult security environment as well as political instability. In Egypt in 2011,Barminco demobilized expatriate staff at the Sukari gold project for 14 days as a precautionary measuredue to the civil unrest, although Barminco’s operations in Egypt were not otherwise affected. In Mali,there was a coup in March 2012 and a French military intervention in January 2013, however AUMS’operations in Mali were not affected by these events. In Burkina Faso, troops belonging to the elitePresidential Security Regiment corps announced in September 2015 that they were overthrowing thepresident and dissolving his government. In March 2014, West Africa experienced a wide spreadoutbreak of the Ebola virus disease including limited cases experienced in Mali, however AUMS’operations were not affected by the Ebola virus disease outbreak.

We take out political risk insurance when operating overseas whenever it is available. We havepolitical risk insurance in Egypt. These insurance policies typically cover the expropriation, deprivation orforced abandonment of the plant and equipment, and loss due to riot, terrorism or war. Even in countrieswhere we have political risk insurance, there can be no assurance that such insurance will cover allrelevant contingencies or will adequately compensate us for losses we may suffer as a result ofoperating in these foreign countries, nor can there be any assurance that such insurance will continue tobe available in the future on a cost-effective basis or at all. Risk assessments may also categorizethreats as serious enough to require resort to public security forces, such as national police or militaryunits on a near-permanent basis. In the event that continued operation in some countries compromisesBarminco’s security or business principles, Barminco may withdraw from these countries on a temporaryor permanent basis. This could have a material adverse impact on our business, financial condition andresults of operations.

We may be unsuccessful in integrating businesses and assets we acquire in the future.

We occasionally evaluate opportunities to acquire additional assets and businesses. Futureacquisitions may be significant in size, may change the scale of our business and may expose us to newgeographic, political, operating, financial and geological risks. Barminco has limited acquisition andintegration experience. The success in our acquisition activities depends on our ability to identify suitable

34

62211

acquisition opportunities, acquire acquisition targets on acceptable terms and integrate their operationssuccessfully. Our ability to identify, consummate and to integrate effectively any future acquisitions onterms that are favorable to us may be limited by the number of attractive acquisition targets, internaldemands on our resources, competition from other companies and, to the extent necessary, our ability toobtain financing on satisfactory terms, if at all. In addition, we compete for attractive acquisition targetswith other potential buyers that have more financial and other resources than us. Any acquisition wemake will require a significant amount of attention and time of management as well as resources thatcould otherwise have been spent on the operation and development of our existing business.

There can be no assurance that any business or assets acquired in the future will prove to beprofitable, that we will be able to integrate the acquired businesses or assets successfully or that we willidentify all potential liabilities during the course of due diligence due to our limited experience inacquisitions. Because we may pursue acquisitions around the world and may actively pursue a numberof opportunities simultaneously, we may encounter unforeseen expenses, complications and delays,including difficulties in employing sufficient staff and maintaining operational and management oversight.To the extent we encounter problems integrating any of our acquisitions, our operations could beimpaired as a result of business disruptions and lost management time, which could materially adverselyaffect our business, financial condition and results of operations.

Unfavorable fluctuations in currency values and exchange rates and the imposition of currencyexchange controls could have an adverse impact on our business.

Currency exchange rate risk. Broadly speaking, our Australian operations are Australian dollardenominated. At Barminco’s Egyptian operations, our revenue and certain of our costs are Australiandollar denominated, however costs related to our local workforce in Egypt and other locally incurredcosts, are denominated in Egyptian pounds, U.S. dollars and Euros. At Barminco’s Indian operations, apercentage of our revenue and certain costs are Australian dollar denominated, however costs related toour local workforce in India and other locally incurred costs, are denominated in Indian Rupees.Therefore for reporting purposes, we are exposed to fluctuations in the value of the Australian dollarversus other currencies. Because our consolidated financial results are reported in Australian dollars, ifwe generate sales or earnings or have assets and liabilities in other currencies, the translation intoAustralian dollars for financial reporting purposes can result in a significant increase or decrease in theamount of those sales or earnings and our net assets.

Transaction risk. Our African and Indian operations also are exposed to significant transaction risk.We often bid on contracts in U.S. dollars but may be paid in local currency. We also purchase some ofour major capital equipment in U.S. dollars. If the U.S. dollar strengthens against the local currencyduring the term of the contract, the revenue we earn from these contracts may be affected where riseand fall mechanisms in the contract are not perfectly correlated. During the period in which we earn ourrevenue in a local currency and prior to exchanging that currency into another currency, we are exposedto further exchange rate risk. Any of these factors could have a material adverse impact on ourbusiness.

Exchange controls risk. We operate in several countries and some of the countries in which weoperate may impose currency exchange controls in the future. Exchange controls may prevent us frombeing able to freely convert these currencies into currencies of other countries. The increased hold timeof these currencies would further expose us to exchange rate risk. See “—Some of the cash thatappears on our balance sheet may not be available for use in our business or to meet our debtobligations.”

Our operations may be adversely affected if we fail to maintain strong government andcommunity relationships.

Relationships with a number of foreign governments and employees may be adversely affected byvarious issues ranging from breaches of contract, safety incidents, or changes in government or popular

35

17250

opinion. Any change in our relationship with the government or community may adversely affect ouroperations in the following ways:

• disruption of labor;

• labor supply shortages (due to visa restrictions or otherwise);

• revoking licenses/permits;

• difficulty in obtaining future permits; and

• change in tax regime.

A failure to maintain strong government and community relationships could impact our ability toobtain the required licenses, permits, or labor supply necessary to continue operating, which in turnwould have a material adverse impact on our operating results and financial condition.

Our operations are vulnerable to interruption that could be beyond our control.

Our operations are vulnerable to the risk of interruption as a result of a variety of factors, which maybe beyond our control, including the following:

• prolonged heavy rainfall or cyclone (as was the case in Sunrise Dam in February 2011);

• geological instability, including strong seismic activity, landslides, mudslides, rock-falls, cave-ins, orconditions that threaten to result in such an event;

• accidents or unsafe conditions;

• issues with mine ventilation;

• equipment breakdowns;

• industrial relations issues (see “—Our operations across several different countries subject us tovarious political, economic and other risks that could negatively impact our operations and financialcondition”);

• client’s mine planning decisions;

• actions of government and/or regulators;

• availability of power; and

• scarcity of materials and equipment.

A severe interruption satisfying the contractual definition of force majeure may result in the customerterminating the contract. Our contracts vary in the rights and remedies which flow from an event of forcemajeure and a termination on that basis.

Depending on the cause of the delay and the terms of the relevant contract, we may not be entitledto compensation for revenue lost as a result of such interruptions. Some of our contracts entitle us toclaim delay payments for short term delays caused by the customer and standby payments incircumstances where the customer has suspended the contracted work. However, even where webelieve that we are entitled to recover under such provisions, there can be no assurance that we will besuccessful in seeking such payments.

In addition, delays to the commencement of projects for which we have been contracted to provideservices may occur as a result of the factors listed above or other factors beyond our control, such asthe mine owner underestimating the lead time required to commence operations.

Any interruption to an existing operation or delay in commencing an operation may result in lostrevenue and, in some circumstances, result in us incurring additional costs, which may have a materialadverse effect on our business, results of operations and financial condition.

We have a significant joint venture arrangement and may experience disputes or difficulties withour joint venture partner.

We have a 50% interest in AUMS and the other 50% interest is held by Ausdrill. AUMS iscomprised of four companies, AUMS Ghana, AUMS Mali, AUMS BF and AUMS Tanzania, which are

36

71276

incorporated in Ghana, Mali, Burkina Faso and Tanzania, respectively. AUMS is overseen by a jointmanagement board that is required to make decisions by consensus. Under each AUMS Shareholders’Agreement that governs each AUMS company (each, an “AUMS Shareholders’ Agreement,” andcollectively, the “AUMS Shareholders’ Agreements”), the shareholders must exclusively conduct all theirunderground mining business in Ghana, Mali, Burkina Faso, Cote d’Ivoire and Guinea through AUMSthough the shareholders are free to independently pursue underground mining opportunities outside ofthese countries, as well as (in limited circumstances) any opportunities in these countries that aredeclined by AUMS.

While we believe that we have a good working relationship with Ausdrill, our interest in AUMS issubject to the risks normally associated with the conduct of joint ventures. In particular, each AUMSShareholders’ Agreement contains provisions under which one of the parties may make an offer (“theinitiating party”) to the other party to sell their shares at a nominated price. If the other party rejects thatoffer, then they will be deemed to have made a counteroffer to sell their own shares to the initiatingparty, and the initiating party will be compelled to buy the other party’s shares in the respective AUMScompany, at the nominated price. Should Barminco be unable to meet a call from AUMS or satisfy othercapital obligations under an AUMS Shareholders’ Agreement, our shareholding in AUMS could be dilutedand we could lose the ability to participate in the decision making process regarding AUMS. See“Business—Overview of material contracts and agreements—AUMS—AUMS Shareholders’ Agreements.”

The existence or occurrence of one or more of the following circumstances and events could have amaterial adverse impact on our profitability or the viability of our interests held through the joint venture,which could have a material adverse impact on our future results of operations: (i) disagreement withAusdrill on how to develop and operate projects efficiently; (ii) inability of Ausdrill to meet its obligations,including funding for capital expenditure, to the joint venture or third parties; and (iii) litigation betweenjoint venture partners regarding joint venture matters.

Furthermore, our ability to receive dividends from AUMS is dependent upon agreement with Ausdrilland, while AUMS paid dividends to Barminco in the amount of A$8.8 million in fiscal 2016, there can beno assurance as to the amount of any future dividend that AUMS may pay.

Increased energy prices could adversely affect our results of operations and financial condition.

Mining operations and facilities make extensive use of electricity and carbon-based fuels. Energyprices can be affected by numerous factors beyond our control, including global and regional supply anddemand, political and economic conditions, and applicable regulatory regimes. The prices of varioussources of energy may increase significantly from current levels. An increase in energy prices couldmaterially and adversely affect our business, results of operations and financial condition.

If the price of energy at which any of the projects to which we are contracted is exorbitant, theowner may suspend or close the project, in which case our services would likely be terminated. Whilethere may be significant variation among projects as to the access to, and cost of, energy, in the eventof a significant increase in the price or unavailability of energy, a mine at which we perform services maycease operations.

A sustained increase in the price or unavailability of energy and the ensuing termination of some ofour mining contracts could materially and adversely affect our business results of operations and financialcondition.

Intermittent unavailability, or lack of sufficient energy supply could cause disruption to Barminco’soperations and loss of revenue.

Affiliates of Gresham Private Equity Limited own a majority of the equity interests in us and mayhave conflicts of interest with us or investors in the future.

Affiliates of Gresham Private Equity collectively beneficially own 60.0% of our ordinary shares and68.0% of our Redeemable Preference Shares as of December 31, 2016 and Gresham Private Equitydesignees currently hold one seat on our Board of Directors and are entitled to appoint additional Boardmembers. A shareholders’ deed between Barholdco Pty Limited (now Barminco Holdings Pty Limited),Gresham Private Equity and other relevant parties governs those matters which require the consent of

37

63101

Gresham Private Equity. As a result, affiliates of Gresham Private Equity have control over variousmatters including our decisions to enter into corporate transactions and have the ability to preventtransactions that require the approval of shareholders regardless of whether holders of the Notes believethat any such transactions are in their own best interests. For example, affiliates of Gresham PrivateEquity could collectively cause us to make acquisitions that increase the amount of indebtedness or tosell assets, or could cause us to issue additional shares or declare dividends. So long as affiliates ofGresham Private Equity continue to directly or indirectly own a significant amount of our outstandingshares, they will continue to be able to strongly influence or effectively control our decisions. In addition,Gresham Private Equity has no obligation to provide us with any additional debt or equity financing.

Gresham Private Equity has no obligation to retain its current interest in Barminco, or to continue tohold it in the current structure.

Certain of our contracts give the customer an option to buy the capital equipment used byBarminco in connection with the contract, which could reduce our available fleet of equipment toservice other customers.

Some of Barminco’s mining contracts give the customer an option to purchase from Barminco theequipment used to perform mining services at its operation, at an agreed market price. This means thata customer may terminate its contract with Barminco and exercise an option to purchase Barminco’sequipment where the customer has chosen to move to an owner-operated model. The price at whichequipment can be purchased by a customer in these circumstances is to be mutually agreed betweenBarminco and the customer at the relevant time, but historically has been the greater of the equipment’smarket value or the written down value. Even if the purchase price is above market value for suchequipment, this could have an adverse impact on our revenues and profits since there is a substantiallead time to obtain new equipment and this would also reduce our available fleet of unutilized equipmentto service other existing or new clients.

We rely on our information systems to conduct the administrative aspects of our business, andfailure to protect these systems against security breaches could adversely affect our business.Additionally, if these systems fail or become unavailable for any significant period of time, ourbusiness could be harmed.

We rely on computer, information, and communications technology and related systems in order toproperly operate the administrative aspects of our business. From time to time, we experience occasionalsystem interruptions and delays. We have processes in place to respond to system interruptions anddelays and our daily mining operations do not depend on information, communications technology andrelated systems. However, in the event we are unable to regularly deploy software and hardware,effectively upgrade our systems and network infrastructure, and take other steps to maintain or improvethe efficiency and efficacy of our systems, the operation of such systems could be interrupted or result inthe loss or corruption of data. In addition, our computer systems are subject to the risks of unauthorizedaccess, computer hackers, computer viruses, malicious code, organized cyber-attacks and other securityproblems and system disruptions, including possible unauthorized access to our and our customers’proprietary or classified information. We rely on industry-accepted security measures and technology tosecurely maintain all confidential and proprietary information on our information systems. We havedevoted and will continue to devote significant resources to the security of our computer systems, butthey may still be vulnerable to these threats. A user who circumvents security measures couldmisappropriate confidential or proprietary information or cause interruptions or malfunctions in operations.As a result, we may be required to expend significant resources to protect against the threat of thesesystem disruptions and security breaches or to alleviate problems caused by these disruptions andbreaches. Any of these events could damage our reputation and have a material adverse effect on ourbusiness, results of operations and financial condition.

The Australian Taxation Office has undertaken a “risk review” of our carry forward tax losses.

In 2016, the Australian Taxation Office (“ATO”), as part of its ongoing compliance program acrosslarge taxpayers, commenced a standard “risk review.” The review is now focused on the deductibility of

38

15104

interest on our Redeemable Preference Shares. Our tax position is based upon professional tax advice.Upon conclusion of the risk review, the ATO may determine no further action is required or could decideto commence an audit. There is a risk that the ATO could decide to conduct an audit and, if conducted,an audit could result in an assessment. In the event an audit were conducted and an assessment weremade, we believe it would be unlikely to involve a cash cost to Barminco but some of our carry forwardtax losses (which are reflected as deferred tax asset on our balance sheet) could be lost. There can beno assurance, however, on whether the ATO will undertake an audit and, if it does, what the outcome ofsuch an audit could be.

Risks relating to the Notes and the Note Guarantees

Our substantial indebtedness could adversely affect our financial condition and prevent us fromfulfilling our obligations under the Notes.

We have a significant amount of indebtedness. As of December 31, 2016, after giving effect to thisoffering and the use of proceeds from the sale of the Notes (including the repayment of A$416.2 millionof indebtedness), Barminco’s total debt would have been A$532.7 million. Excluding Shareholder LoanNotes that are subordinated to the Notes and for which interest had been capitalized up until June 30,2016, however, Barminco’s total debt would have been A$522.7 million as of December 31, 2016.

For further information on our indebtedness, see “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations—Liquidity, capital expenditures and capital resources—Indebtedness” and “Description of Other Financing Arrangements.”

As of December 31, 2016, we had unused commitment of A$18.5 million under our Existing CreditFacility.

Promptly after the closing of the offering of the Notes, the Issuer and the Guarantors will enter into anew A$100 million revolving credit facility agreement with a syndicate of lenders that will be secured bysubstantially all the assets of the Issuer and the Guarantors.

Subject to the limits contained in the New Credit Facility and the Indenture, we may be able to incursubstantial additional debt from time to time to finance working capital, capital expenditures, investmentsor acquisitions or for other purposes. If we do so, the risks related to our high level of debt couldintensify. Specifically, our high level of debt could have important consequences to the holders of theNotes, including the following:

• making it more difficult for us to satisfy our obligations with respect to the Notes and our otherdebt;

• limiting our ability to obtain additional financing to fund future working capital, capital expenditures,acquisitions or other general corporate requirements;

• requiring a substantial portion of our cash flows to be dedicated to debt service payments insteadof other purposes, thereby reducing the amount of cash flows available for working capital, capitalexpenditures, acquisitions and other general corporate purposes;

• increasing our vulnerability to general adverse economic and industry conditions;

• exposing us to the risk of increased interest rates as certain of our borrowings, includingborrowings under the New Credit Facility, are at variable rates of interest;

• limiting our flexibility in planning for and reacting to changes in the industry in which we compete;

• placing us at a disadvantage compared to other, less leveraged competitors; and

• increasing our cost of borrowing.

We may not be able to generate sufficient cash to service all of our indebtedness, including theNotes, and may be forced to take other actions to satisfy our obligations under ourindebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations, including the Notes,depends on our financial condition and operating performance, which are subject to prevailing economic

39

64076

and competitive conditions and to certain financial, business, legislative, regulatory and other factorsbeyond our control. We may be unable to maintain a level of cash flows from operating activitiessufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, includingthe Notes.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we couldface substantial liquidity problems and could be forced to reduce or delay investments and capitalexpenditures or to dispose of material assets or operations, seek additional debt or equity capital orrestructure or refinance our indebtedness, including the Notes. We may not be able to effect any suchalternative measures, if necessary, on commercially reasonable terms or at all and, even if successful,those alternative actions may not allow us to meet our shared debt service obligations. The New CreditFacility and the Indenture will restrict our ability to dispose of assets and use the proceeds from thosedispositions and may also restrict our ability to raise debt or equity capital to be used to repay otherindebtedness when it becomes due. We may not be able to consummate those dispositions or to obtainproceeds in an amount sufficient to meet any debt service obligations then due.

In addition, we conduct our operations through our subsidiaries certain of which will not beGuarantors. Accordingly, repayment of our indebtedness, including the Notes, is dependent on thegeneration of cash flow by our subsidiaries and their ability to make such cash available to us, bydividend, debt repayment or otherwise. Unless they are Guarantors, our subsidiaries do not have anyobligation to pay amounts due on the Notes or to make funds available for that purpose. Oursubsidiaries or joint venture companies (such as AUMS) may not be able to, or may not be permitted to,make distributions to enable us to make payments in respect of our indebtedness, including the Notes.Each subsidiary and joint venture company is a distinct legal entity and, under certain circumstances,legal and contractual restrictions may limit our ability to obtain cash from them. While the Indenture andcertain of our other existing indebtedness will limit the ability of our subsidiaries to incur consensualrestrictions on their ability to pay dividends or make other intercompany payments to us, these limitationsare subject to qualifications and exceptions. In the event that we do not receive distributions from oursubsidiaries or joint venture companies, we may be unable to make required principal and interestpayments on our indebtedness, including the Notes.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance ourindebtedness on commercially reasonable terms or at all, would materially and adversely affect ourfinancial position and results of operations and our ability to satisfy our obligations under the Notes.

If we cannot make scheduled payments on our debt, we will be in default and holders of the Notescould declare all outstanding principal and interest to be due and payable, the lenders under the NewCredit Facility could terminate their commitments to extend further credit, the lenders could forecloseagainst the assets securing their borrowings and we could be forced into bankruptcy or liquidation. All ofthese events could result in you losing your investment in the Notes.

The terms of the New Credit Facility and the Indenture will restrict our current and futureoperations, particularly our ability to respond to changes or to take certain actions.

The Indenture and the New Credit Facility will contain a number of restrictive covenants that imposesignificant operating and financial restrictions on us and may limit our ability to engage in acts that maybe in our long-term best interest, including restrictions on our ability to:

• incur additional indebtedness and guarantee indebtedness;

• pay dividends or make other distributions or repurchase or redeem capital stock;

• prepay, redeem or repurchase certain debt;

• issue certain preferred stock or similar equity securities;

• make loans and investments;

• sell assets;

• incur liens;

• enter into transactions with affiliates;

40

61011

• alter the businesses we conduct;

• enter into agreements restricting our subsidiaries’ ability to pay dividends; and

• consolidate, amalgamate, merge or sell all or substantially all of our assets.

In addition, the restrictive covenants in the New Credit Facility will require us to maintain specifiedfinancial ratios and satisfy other financial condition tests. Our ability to meet those financial ratios andtests can be affected by events beyond our control, and we may be unable to meet them. See“Description of Other Financing Arrangements—New Credit Facility” for further information about thesecovenants.

A breach of the covenants or restrictions under the Indenture or under the New Credit Facility couldresult in an event of default under the applicable indebtedness. Such a default may allow the creditors toaccelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In the event our lenders or holders of the Notesaccelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets torepay that indebtedness.

As a result of these restrictions, we may be:

• limited in how we conduct our business;

• unable to raise additional debt or equity financing to operate during general economic or businessdownturns; or

• unable to compete effectively or to take advantage of new business opportunities.

These restrictions may affect our ability to grow in accordance with our strategy. In addition, ourfinancial results, our substantial indebtedness and our credit ratings could adversely affect the availabilityand terms of our financing.

Some of our subsidiaries will not guarantee the Notes and your claims will be effectivelysubordinated to all of the creditors of these subsidiaries and the Guarantors may be releasedfrom their obligation to guarantee the Notes in certain circumstances.

The Notes and the Note Guarantees will be structurally subordinated to the indebtedness of oursubsidiaries that do not guarantee the Notes. Other than the Guarantors, our subsidiaries are separateand distinct legal entities with no obligation to pay any amounts due pursuant to the Notes or to provideus with funds (whether by dividend, distribution, loan or otherwise) for our payment obligations. Paymentsto us by our subsidiaries will be contingent upon their earnings, their business considerations, and theirability to service their own liabilities.

In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries other than theGuarantors, holders of their indebtedness and their trade creditors will generally be entitled to payment oftheir claims from the assets of those subsidiaries before any assets of the subsidiaries are madeavailable for distribution to us.

In addition, the Indenture will, subject to some limitations, permit the non-Guarantor subsidiaries toincur additional indebtedness and will not contain any limitation on the amount of other liabilities, such astrade payables, that may be incurred by the non-Guarantor subsidiaries.

In addition, the Guarantors will automatically be released from their obligations under the NoteGuarantees upon the occurrence of certain events. If any Note Guarantee is released, no holder of theNotes will have a claim as a creditor against that Guarantor, and the indebtedness and other liabilities,including trade payables and preferred stock, if any, whether secured or unsecured, of that Guarantor willbe effectively senior to the claim of any holders of the Notes. See “Description of the Notes—Noteguarantees.”

Some of the cash that appears on our balance sheet may not be available for use in ourbusiness or to meet our debt obligations.

We are required to make cash deposits to support bank guarantees of our obligations under certainoffice leases or amounts we owe to certain vendors from whom we purchase goods and services. These

41

95589

cash deposits are not available for other uses as long as the bank guarantees are outstanding. Inaddition, Egypt and India have regulations that may restrict our ability to send cash out of the country.As a result, cash at our subsidiaries in Egypt (which amount was equal to A$23.1 million as ofDecember 31, 2016) and India (which amount was equal to A$3.0 million as at December 31, 2016) maynot be available to meet obligations we have in other countries. In light of the foregoing factors, theamount of cash that appears on our balance sheet may overstate the amount of liquidity we haveavailable to meet our business or debt obligations, including obligations under the Notes.

Despite our current level of indebtedness, we may still be able to incur substantially more debt.This could further exacerbate the risks to our financial condition described above.

We may be able to incur significant additional indebtedness in the future. Although the Indenture andthe New Credit Facility will contain restrictions on the incurrence of additional indebtedness, theserestrictions are subject to a number of qualifications and exceptions, and the additional indebtednessincurred in compliance with these restrictions could be substantial. If we incur any additionalindebtedness that ranks equally with the Notes, subject to collateral arrangements, the holders of thatdebt will be entitled to share ratably with you in any proceeds distributed in connection with anyinsolvency, liquidation, reorganization, dissolution or other winding up of our company. This may have theeffect of reducing the amount of proceeds paid to you. These restrictions also will not prevent us fromincurring obligations that do not constitute indebtedness. Assuming the effectiveness of the New CreditFacility, as of December 31, 2016, the New Credit Facility would have provided for unused commitmentsof A$100.0 million. All of those borrowings would be secured indebtedness. If new debt is added to ourcurrent debt levels, the related risks that the Issuer and the Guarantors now face could intensify. See“Description of Other Financing Arrangements” and “Description of the Notes.”

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debtservice obligations to increase significantly.

Borrowings under the New Credit Facility will be at variable rates of interest and expose us tointerest rate risk. If interest rates were to increase, our debt service obligations on the variable rateindebtedness would increase even though the amount borrowed remained the same, and our net incomeand cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Inthe future, we may enter into interest rate swaps that involve the exchange of floating for fixed rateinterest payments in order to reduce interest rate volatility. However, we may not maintain interest rateswaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fullymitigate our interest rate risk.

We may be unable to purchase the Notes upon a change of control triggering event.

Upon the occurrence of a change of control triggering event, the Issuer will be required to offer torepurchase all outstanding Notes at 101% of their principal amount, plus accrued and unpaid interest to,but not including, the purchase date. Additionally, under the New Credit Facility, a change of control (asdefined therein) constitutes a mandatory prepayment event that permits the lenders to accelerate thematurity of borrowings under the credit agreement and the commitments to lend would terminate. Thesource of funds for any purchase of the Notes and repayment of borrowings under our New CreditFacility would be our available cash or cash generated from our subsidiaries’ operations or othersources, including borrowings, sales of assets or sales of equity. The Issuer may not be able torepurchase the Notes upon the occurrence of a change of control triggering event because we may nothave sufficient financial resources to purchase all of the debt securities that are tendered upon theoccurrence of a change of control triggering event and repay our other indebtedness that will becomedue. If the Issuer fails to repurchase the Notes in that circumstance, we will be in default under theIndenture. We may require additional financing from third parties to fund any such purchases, and wemay be unable to obtain financing on satisfactory terms or at all. Further, our ability to repurchase theNotes may be limited by law. In order to avoid the obligations to repurchase the Notes and events ofdefault and potential breaches of the credit agreement governing our New Credit Facility, we may haveto avoid certain change of control transactions that would otherwise be beneficial to us.

42

39207

In addition, certain important corporate events, such as leveraged recapitalizations, may not, underthe Indenture, constitute a “change of control” that would require the Issuer to repurchase the Notes,even though those corporate events could increase the level of our indebtedness or otherwise adverselyaffect our capital structure, credit ratings or the value of the Notes. See “Description of the Notes—Repurchase at the option of holders—Change of control.”

The exercise by the holders of Notes of their right to require us to repurchase the Notes pursuant toa change of control offer could cause a default under the agreements governing our other indebtedness,including future agreements, even if the change of control itself does not, due to the financial effect ofsuch repurchases on us. In the event a change of control offer is required to be made at a time whenwe are prohibited from purchasing Notes, we could attempt to refinance the borrowings that contain suchprohibitions. If we do not obtain a consent or repay those borrowings, we will remain prohibited frompurchasing Notes. In that case, our failure to purchase tendered Notes would constitute an event ofdefault under the Indenture which could, in turn, constitute a default under our other indebtedness.Finally, our ability to pay cash to the holders of Notes upon a repurchase may be limited by our thenexisting financial resources.

Holders of the Notes may not be able to determine when a change of control giving rise to theirright to have the Notes repurchased has occurred following a sale of “substantially all” of ourassets.

One of the circumstances under which a change of control may occur is upon the sale or dispositionof “all or substantially all” of our assets. There is no precise established definition of the phrase“substantially all” under applicable law and the interpretation of that phrase will likely depend uponparticular facts and circumstances. Accordingly, the ability of a holder of Notes to require the Issuer torepurchase such holder’s Notes as a result of a change of control triggering event related to a sale ofless than all our assets to another person may be uncertain.

If the Issuer defaults on the Notes or the Guarantors default on the Note Guarantees, your rightto receive payments on the Notes or the Note Guarantees may be materially adversely affected byAustralian insolvency laws.

The Issuer and each of the Guarantors are organized under the laws of Australia and, therefore,insolvency proceedings with respect to them would be likely to proceed under, and be governed by,Australian insolvency law. Such laws are different from the insolvency laws of the United States. If theIssuer or any of the Guarantors become insolvent, the treatment and ranking of holders of the Notes,other creditors of our company and our shareholders under Australian law may be different to theresulting treatment and ranking if it was subject to the bankruptcy laws of the United States or otherjurisdictions.

In Australia, the voluntary administration procedure under the Australian Corporations Act, which isan available usual path for the potential re-organization of an insolvent company, differs significantly fromChapter 11 under the U.S. Bankruptcy Code. If the Issuer or any of the Guarantors becomes or ispotentially insolvent and a restructure is attempted through the voluntary administration process, thetreatment and ranking of holders of the Notes, other creditors and shareholders under Australian lawmay be different from the treatment and ranking of holders of the Notes, other creditors andshareholders that would apply if the Issuer or any of the Guarantors were subject to the bankruptcy lawsof the United States or other jurisdictions.

The Note Guarantees, along with any future guarantees of the Notes and the security, will besubject to certain limitations on enforcement and may be limited by applicable law or subject tocertain defenses that may limit their validity and enforceability.

The Issuer and each of the Guarantors are incorporated in Australia and to the extent they haveoperations, have their primary business operations in Australia. The Guarantors will guarantee thepayment of the Notes on a senior secured basis, which will provide the holders of the Notes with a directclaim against each Guarantor. However, enforcement of the Note Guarantees and the security will be

43

96525

subject to certain generally available defenses. These laws and defenses include those that relate tocorporate benefit, fraudulent conveyance or transfer, voidable preference or similar laws, regulations ordefenses affecting the rights of creditors generally, which could render the security or the NoteGuarantees limited, void or unenforceable. If any of the security is voided, it is possible that you will beleft with an unsecured claim against the Issuer or Guarantor or, if the Note or the Note Guarantees arevoided, you could be left without a claim against the Guarantors and with a claim solely against theIssuer.

Under Australian law, if a liquidator is appointed to a company, the liquidator has the power toinvestigate the validity of past transactions and may seek various court orders. Such transactions areknown as “voidable transactions” and include transactions which are uncommercial transactions or resultin an unfair preference being given to a creditor or which would otherwise defeat, delay or interfere withthe rights of creditors and, in each case, which are also insolvent transactions.

If a transaction is found to be a voidable transaction, a court may unwind the transaction in whole orin part by making orders under section 588FF of the Corporations Act. These include an order releasingor discharging, wholly or partly, a debt incurred, or a security or guarantee given, by the company underor in connection with the transaction or an order requiring a party to repay to the company some or allthe money it received under the transaction. It is not necessary to establish that the directors of thecompany have breached their duties to the company in any way or that the person taking the benefit ofthe guarantee or security had actual or constructive notice that the transaction was an insolventtransaction.

A person whose pre-liquidation transaction with the company is avoided as a voidable transaction, orwho is ordered to repay money to the company because a transaction is determined to be a voidabletransaction, may prove as a creditor in the liquidation of the company, to the extent that the creditorretains an admissible claim against the company following the avoidance of the voidable transaction (orthe repayment of money in respect of such voidable transaction).

There are various time periods within which a liquidator can take such action depending on thenature of the transaction being challenged. The test for insolvency in Australia in this context is whetherthe relevant company is able to pay its debts as and when they become due and payable.

Under Australian law, a guarantee given by a company may also be set aside on a number ofadditional grounds. For example, a guarantee may be unenforceable against a guarantor if the directorsof the guarantor did not comply with their duties to act in good faith for the benefit of the guarantor andfor a proper purpose in giving the guarantee. The issue is particularly relevant where a companyprovides a guarantee in relation to the obligations of another member of its corporate family, as is thecase for the Note Guarantees with respect to the Notes. In determining whether there is sufficientbenefit, all relevant facts and circumstances of the transaction need to be considered by the directors,including the benefits and detriments to the guarantor in giving the guarantee, and the respective benefitsto the other parties involved in the transaction.

Whether a guarantee entered into in breach of directors’ duties can be avoided against a partyrelying on the guarantee depends on certain factors, including the state of knowledge of that party, andwhether the party knew of or suspected the breach. Also, under Australian law, a person is entitled toassume that the directors have properly performed their duties to the company unless that person knowsor suspects that they have not done so. In addition, other debts and liabilities of the Guarantors and theIssuer, such as certain employee entitlements or amounts owed to tax authorities, may rank ahead ofclaims under the Note Guarantees in the event of insolvency, administration or similar proceedings. Ifany of the Note Guarantees are avoided, it is possible that you will be left with a claim solely against theIssuer.

You might have difficulty enforcing against the Issuer, the Guarantors and our directors andofficers.

The Issuer and the Guarantors are incorporated and have their operations outside of the UnitedStates. All of our directors and officers reside in Australia or elsewhere outside the United States.Because the Issuer, the Guarantors and such persons are located outside the United States, it may not

44

24487

be possible for you to effect service of process within the United States on them. Furthermore, it maynot be possible for you to enforce against them judgments obtained in United States courts, because allor a substantial portion of their assets are located outside the United States. Your rights under the Notesand the Note Guarantees will be subject to the laws of multiple jurisdictions, and you may not be able toenforce effectively your rights in multiple bankruptcy, insolvency and other similar proceedings. Moreover,such multi-jurisdictional proceedings are typically complex and costly for creditors and often result insubstantial uncertainty and delay in the enforcement of creditors’ rights. In addition, treaties may not existin all cases for the recognition of the enforcement of a judgment or order of a foreign court.

Australia has a procedure for recognizing and enforcing foreign judgments by registration of theforeign judgment in an Australian court in accordance with the procedure set out in the AustralianForeign Judgements Act 1991 or by recognition in accordance with common law principles. The UnitedStates is not one of the countries to which the Foreign Judgments Act 1991 applies. As a result, therecognition and enforcement in Australian courts of judgments in U.S. courts requires the application ofcommon law principles, as the procedure set out in the Foreign Judgments Act 1991 will not apply.Further, any action taken by or on behalf of the holders of the Notes would need to be brought inAustralian courts on the basis of the merits of the case as well as the judgment from the relevant U.S.court. Accordingly, there are risks as to the enforceability, in original actions in Australian courts, ofliabilities predicated solely on the U.S. federal or state securities law and as to the enforceability, inAustralian courts, of judgments of U.S. courts obtained in actions predicated upon the civil liabilityprovisions of the U.S. federal securities law. Also, judgments of U.S. courts (whether or not suchjudgments relate to U.S. federal or state securities laws) may not be enforceable in Australia in certainother circumstances, including, among others, to the extent that such judgments (as a matter ofapplicable Australian law) contravene public policy, breach the rules of natural justice or generalprinciples of fairness or are obtained by fraud, are not for a fixed or readily ascertainable sum, aresubject to appeal, dismissal, stay of execution or are otherwise not final and conclusive, or involvemultiple or punitive damages or where the proceedings in such courts were of a revenue or penal nature.

The consequences of the multiple jurisdictions involved in the transaction could trigger disputes overwhich jurisdiction’s laws should govern which could adversely affect your ability to enforce your rightsand to collect payment in full under the Notes and the Note Guarantees.

Your ability to transfer the Notes may be limited by the absence of an active trading market andan active trading market may not develop for the Notes.

The Notes will be new issues of securities for which there is no established trading market.Application has been made to list the Notes on the SGX-ST. However, there can be no assurance thatwe will be able to obtain or be able to maintain such listing or that, if listed, a trading market will developfor the Notes on the SGX-ST. The initial purchasers of the Notes have advised us that they intend tomake a market in the Notes, as permitted by applicable laws and regulations. However, the initialpurchasers are not obligated to make a market in the Notes and, if commenced, may discontinue theirmarket-making activities at any time without notice.

Therefore, an active market for the Notes may not develop or be maintained, which would adverselyaffect the market price and liquidity of the Notes. In such case, the holders of the Notes may not be ableto sell their Notes at a particular time or at a favorable price. If a trading market were to develop, futuretrading prices of the Notes may be volatile and will depend on many factors, including:

• the number of holders of Notes;

• prevailing interest rates;

• our operating performance and financial condition;

• time remaining to the maturity of the Notes;

• outstanding amount of the Notes;

• terms related to optional redemption of the Notes;

• the interest of securities dealers in making a market for them; and

• the market for similar securities.

45

92418

Even if an active trading market for the Notes does develop, there is no guarantee that it willcontinue. Historically, the market for non-investment grade debt has been subject to severe disruptionsthat have caused substantial volatility in the prices of securities similar to the Notes. The market, if any,for the Notes may experience similar disruptions and any such disruptions may adversely affect theliquidity in that market or the prices at which you may sell your Notes. In addition, subsequent to theirinitial issuance, the Notes may trade at a discount from their initial offering price, depending uponprevailing interest rates, the market for similar notes, our performance and other factors.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies mayaffect the trading price of the Notes.

The Notes will have a non-investment grade rating and any rating assigned could be lowered orwithdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating tothe basis of the rating, such as adverse changes, so warrant. Consequently, real or anticipated changesin our credit ratings will generally affect the market value of the Notes. Credit ratings are notrecommendations to purchase, hold or sell the Notes. Additionally, credit ratings may not reflect thepotential effect of risks relating to the structure or marketing of the Notes.

Any future lowering of our ratings likely could make it more difficult or more expensive for us toobtain additional debt financing. If any credit rating initially assigned to the Notes is subsequently loweredor withdrawn for any reason, you may not be able to resell your Notes without a substantial discount.

Risks relating to the Collateral

There may not be sufficient Collateral to pay all or any of the Notes.

No appraisal of the value of the Collateral has been made in connection with this offering, and thevalue of the Collateral in the event of liquidation may be materially different from its book value. The fairmarket value of the Collateral securing the Notes is subject to fluctuations based on factors that includethe condition of our industry, the ability to sell the Collateral in an orderly sale, general economicconditions, the availability of buyers and other factors. The amount to be received upon a sale of theCollateral would also be dependent on numerous other factors, including, but not limited to, the actualfair market value of the Collateral at such time and the timing and the manner of the sale. By theirnature, portions of the Collateral may be illiquid and may have no readily ascertainable market value. Inthe event of a foreclosure, liquidation, bankruptcy or similar proceeding, the proceeds from any sale orliquidation of the Collateral may not be sufficient to pay any or all of our obligations under the Notes.

The Notes will be secured only to the extent of the value of the assets that have been granted assecurity for the Notes and, in the event that security is enforced against the Collateral, theholders of the Notes will receive the proceeds from the collateral only after obligations under theNew Credit Facility and certain of our hedging obligations have been paid in full.

If we default on the Notes, the holders of the Notes will be secured only to the extent of the valueof the assets underlying their security interest.

Furthermore, upon enforcement against any Collateral or insolvency, proceeds of such enforcementwill first be used to pay Payment Priority Obligations in full prior to paying the Notes. In particular, underthe terms of the security documents and the Security Trust Deed, the proceeds of any collection, sale,disposition or other realization of Collateral received in connection with the exercise of remedies(including distributions of cash, securities or other property on account of the value of the Collateral in abankruptcy, insolvency, reorganization or similar proceedings) will be applied to repay the PaymentPriority Obligations before the holders of Notes and any other Senior Secured Creditors receive anyproceeds. As a result, the claims of holders of Notes to such proceeds will effectively rank behind theclaims, including interest, of the “Super Senior Creditors”. See “Description of the Notes—Security”,including the definitions therein.

If you (or the Trustee on your behalf) receive any proceeds as a result of an enforcement of securityinterests prior to the satisfaction of the claims of those that are superior to or ratable with those of the

46

58228

Notes, you (or the trustee on your behalf) will be required to turn over such proceeds until superiorclaims are satisfied and until ratable claims are equally satisfied. Accordingly, you will recover less fromthe proceeds of an enforcement of interests in the Collateral than you otherwise would have. As a resultof these and other provisions governing the Collateral and in the security documents, you may not beable to recover fully under the Collateral in the event of a default on the Notes.

Security over the Collateral will not be granted directly to the holders of the Notes.

Security over the Collateral for our obligations under the Notes and the Indenture will not be granteddirectly to the holders of the Notes but will be granted only in favor of the Security Trustee on behalf ofthe holders of the Notes as beneficiaries. As a consequence, holders of the Notes will not have directsecurity and will not be entitled to take enforcement action in respect of the security for the Notes,except through the Security Trustee (who will hold the collateral on trust for all of the beneficiaries underthe Security Trust Deed, including the Trustee on behalf of the holders of the Notes), which has agreedto apply any proceeds of enforcement on such security towards the obligations of the beneficiaries.

The rights of the holders of the Notes with respect to the Collateral are limited, even during an eventof default under the Indenture. Following an event of default, if the Security Trustee receivesenforcement instructions from both the Majority Senior Secured Creditors and the Majority Super SeniorCreditors which are conflicting, then provided that the Majority Senior Secured Creditors have compliedwith the consultation requirements under the Security Trust Deed, the Security Trustee will be required tofollow the instructions of the Majority Senior Secured Creditors for a period of 180 days. However, ifobligations are outstanding under any Payment Priority Obligations (including the foreign exchangehedging arrangements that we expect to enter into at closing of the offering of the Notes, other hedgingobligations and liabilities under the New Credit Facility) at the expiration of such 180-day period, then theSecurity Trustee, will be required to follow the instructions of the Majority Super Senior Creditors. Inthese circumstances, the Trustee and the holders of the Notes (as Senior Secured Creditors) will nothave the ability to control what steps or actions the Super Senior Creditors wish to take, even if therights of the Trustee and the holders of the Notes are or may be adversely affected. The Super SeniorCreditors are under no obligation to take into account the interests of the Trustee under the Indentureand the holders of the Notes when determining whether and how to exercise their rights with respect tothe Collateral or what actions to instruct the Security Trustee to take after the 180-day period (subject tothe terms of the Security Trust Deed). Their interests and rights may be significantly different from oradverse to yours and they will continue to maintain control over such enforcement matters after the 180-day period, even if the remaining amount of obligations under the Payment Priority Obligations isimmaterial. See “Description of the Notes—Security—Security Trust Deed.”

The ability of the Majority Senior Secured Creditors to control the enforcement process during the180-day period in no way prevents the Super Senior Creditors from accelerating their debts in order tocrystallize a non-payment default and cause an insolvency event to arise. In addition, in circumstanceswhere the Issuer or a Guarantor is subject to a scheme of arrangement or other arrangement orcompromise (or a step is taken in relation to or in contemplation of such an arrangement) and, underthat arrangement, a Super Senior Creditor in respect of the New Credit Facility would not receive thebenefit of proceeds as a Super Senior Creditor in accordance with the payment priorities in the SecurityTrust Deed, that Super Senior Creditor may accelerate the debts of all Super Senior Creditors. Further,in circumstances where an administrator is appointed to the Issuer or a Guarantor, either of the MajoritySenior Secured Creditors or the Majority Super Senior Creditors may instruct the Security Trustee toappoint a receiver (in which case the Security Trustee is obliged to appoint a receiver despite conflictinginstructions from another beneficiary or group of beneficiaries).

The Indenture and the related security documents permit the Company to create additional liens onthe Collateral to secure other debt under specified circumstances. The amount of such debt could besubstantial, and a portion may constitute Payment Priority Obligations. Any obligations secured by suchliens may further limit the recovery from the realization of the Collateral available to satisfy holders of theNotes.

47

91549

Rights of holders of the Notes may be adversely affected by the failure to perfect securityinterests in the Collateral.

Applicable law provides that a security interest in certain tangible and intangible assets can only beproperly perfected and its priority retained through certain actions, such as the filing of a financingstatement on the Australian Personal Property Securities Register or registering a mortgage at the landtitles office in the relevant Australian states and territories, being undertaken by the secured party. Therecan be no assurance that the Security Trustee will have taken or will take all actions necessary to createproperly perfected security interests in the Collateral, which may result in the loss of the priority of thesecurity interest in favor of the holders of the Notes to which they would otherwise have been entitled.

If any Australian security provider were to become subject to liquidation proceedings, any securityinterests perfected after the date the Notes are issued would face a greater risk of being invalidated thanif they had been perfected on or about such date. Security interests perfected after the date the Notesare issued may be treated under Australian insolvency law as if they were delivered to secure previouslyexisting indebtedness. Where administration or liquidation proceedings are commenced within 6 monthsof perfection of the security interest, a security interest given to secure previously existing indebtednessis materially more likely to be avoided as a preference by a liquidator than if delivered and promptlyperfected on or about such date. Accordingly, if administration or liquidation proceedings werecommenced after the date the Notes are issued and the security interests had been perfected less than6 months before commencement of such administration or liquidation proceedings, the security interestssecuring the Notes may be particularly subject to challenge. The liquidator would have to prove that weor the Guarantor granting such security interest was insolvent at the time of granting the security interest.Under Australian law, a company is insolvent when it is unable to pay its debts as and when they falldue.

If the liquidator establishes the necessary elements of an “unfair preference,” the onus would thenfall upon the secured party to show that:

• the transaction was entered into in good faith, meaning without knowledge that it would prejudicecreditors;

• it had no reasonable grounds to suspect that the relevant guarantor was insolvent or wouldbecome insolvent and a reasonable person in the secured party’s circumstances would have hadno such ground for so suspecting; and

• the secured party provided valuable consideration.

To the extent that an “unfair preference” challenge succeeded, holders of the Notes would lose thebenefit of the security that the Collateral was intended to provide.

We are not responsible for perfecting the security interest of the holders of the Notes in specifiedCollateral. We have limited obligations to do whatever the Security Trustee asks to ensure that thesecurity interest is perfected.

Further, there can be no assurance that the Security Trustee will monitor, or that we will inform theTrustee or the Security Trustee of, the future acquisition of property and rights that constitute Collateral,and that the necessary action will be taken to properly and fully perfect the security interest in suchafter-acquired Collateral. Neither the Trustee nor the Security Trustee has an obligation to monitor theacquisition of additional property or rights that constitute Collateral or undertake the perfection of anysecurity interest. Such failure may result in the failure to grant a security interest in after-acquiredproperty or the loss of the security interest in the Collateral or the respective priority of the securityinterest in favor of the Notes against third parties.

Certain assets will be excluded from the Collateral.

Certain of our assets and the assets of the Guarantors are excluded from the Collateral securing theNotes. If an event of default occurs and the Notes are accelerated, the Notes will rank equally with theholders of other unsubordinated and unsecured indebtedness with respect to those excluded assets. Tothe extent the claims of Note holders exceed the value of the assets securing the Notes and otherliabilities, claims related to the excluded assets will rank equally with the claims of the holders of any

48

24628

other unsecured indebtedness. As a result, if the value of the assets pledged as security for the Notes isless than the value of the claims of the holders of the Notes, those claims may not be satisfied in fullbefore the claims of our unsecured creditors are paid. See “Description of the Notes—Security” and“Description of the Collateral—Secured moneys, Collateral and security documents” for a more detaileddescription of the assets excluded from the Collateral.

There are circumstances other than repayment or discharge of the Notes under which thesecurity interests over the Collateral securing the Notes and the Note Guarantees will be releasedwithout your consent or the consent of the trustee.

Subject to the terms of the Security Trust Deed and the Indenture, the Issuer and the Guarantorswill be entitled to the release of the liens over property and other assets constituting Collateral securingthe Notes and the Note Guarantees under any one or more of the following circumstances:

• in part, (A) in connection with any sale or other disposition of assets which are subject to suchliens to a person that is not (either before or after giving effect to such transaction) the Parent ora restricted subsidiary, if the sale or other disposition is made in compliance with the provisions ofthe Indenture or (B) otherwise in accordance with the Indenture, the Security Trust Deed or thesecurity documents, as applicable;

• in whole, as to Collateral that is owned by a Guarantor that is released from its Note Guarantee inaccordance with the Indenture governing the Notes (including if the Issuer designates that theGuarantor to be an unrestricted subsidiary in accordance with the applicable provisions of theIndenture);

• in whole, upon payment in full of the principal of, accrued and unpaid interest, if any, andpremium, if any, on the Notes;

• in whole, upon legal defeasance, covenant defeasance or satisfaction and discharge of theIndenture as provided below under “Description of the Notes—Defeasance” and “Description of theNotes—Satisfaction and discharge”; and

• in whole or in part, with the consent of holders of the required aggregate principal amount of theNotes (including, without limitation, consents obtained in connection with a purchase of, or tenderoffer or exchange offer for, Notes) as set forth under “Description of the Notes—Amendments andwaivers.”

The Indenture will also permit us to designate one or more of our restricted subsidiaries that is aGuarantor as an unrestricted subsidiary. If we designate a Guarantor as an unrestricted subsidiary forpurposes of the Indenture, the Note Guarantee by such subsidiary will be released under the Indenturebut not necessarily under any other indebtedness. Designation of an unrestricted subsidiary will reducethe aggregate value of the Collateral securing the Notes to the extent that liens on the assets of theunrestricted subsidiary are released in connection with the release of the Note Guarantee. In addition,the creditors of the unrestricted subsidiary will have a senior claim on the assets of such UnrestrictedSubsidiary.

The Collateral may be diluted under certain circumstances.

The Collateral that will secure the Notes may also secure our and each Guarantor’s obligationsunder any Pari Passu Secured Obligations and any Payment Priority Obligations. The Collateral will alsosecure any additional notes that we may incur in the future and which are issued under the Indenture.Your rights to the Collateral would be diluted by any increase in the indebtedness secured by theCollateral.

We will in most cases have control over the Collateral.

The security documents generally allow us and the Guarantors to remain in possession of, to retainexclusive control over, to freely operate, and to collect, invest and dispose of any income from, theCollateral. These rights may adversely affect the value of the Collateral at any time.

49

19254

Rights of holders of the Notes in the Collateral may be adversely affected by administrationproceedings in Australia.

The right of the Security Trustee to take possession and control of and dispose of the Collateralsecuring the Notes offered hereby upon acceleration is likely to be significantly impaired by theinsolvency law of Australia if administration proceedings are commenced by or against any securityprovider in Australia prior to enforcement of the relevant security interest.

During the period of the administration of a company in Australia, a statutory moratorium preventscertain actions from being taken, except with the administrator’s written consent or with leave of thecourt, including:

• the commencement or continuation of any action or proceeding against the company; or

• the enforcement of any security interest over the property of the company.

There are a number of exceptions to the moratorium, the main one being that a secured creditorwith a security interest over the whole, or substantially the whole, of the company’s property may enforceit during the first 13 business days following the date the administrator gave notice to the securedcreditor of its appointment, or, if notice is not required, following the date administration begins (the“decision period”). If such a security interest is not enforced by the secured creditor during the decisionperiod, the secured creditor will be caught by the general moratorium. In addition, to obtain the benefit ofthe exception, the secured creditor with a security interest over the whole, or substantially the whole, ofthe company’s property must enforce the security interest over all of the property secured by thatsecurity interest.

In practice there are often significant challenges for a secured creditor in obtaining an adequate levelof comfort that it will in fact hold security over “the whole or substantially the whole” of a company’sproperty or that it will in fact be able to enforce over “the whole or substantially the whole” of acompany’s property.

Where a significant part of a company’s property is comprised of government licenses or contractualrights (such as leases and sales and other contracts), which commonly prohibit or restrict security orassignment, it may be that the secured creditor does not in fact have a security interest over “the wholeor substantially the whole” of such company’s property. No guidance has been given by the legislation orthe courts as to how the words “the whole or substantially the whole” should be interpreted; they are notdefined in the Corporations Act, nor have they been judicially considered in this context. Certain of ourand the Guarantors’ material assets consist of rights and interests under contracts or governmentlicenses. Some of these contracts contain restrictions on the granting of a security interest over our andthe relevant Guarantor’s rights and interests under that contract and, in certain cases, in the assets thesubject of that contract. We and the relevant Guarantor are required to obtain the counterparty’s consentto the grant of a security interest over our or such Guarantor’s rights under that contract (and, in certaincases, the assets the subject of that contract). However, if such consents are not obtained, and if theSecurity Trustee has waived or were to waive such requirement, this would result in no security beinggranted over the applicable assets. If no security were to be granted over such assets and, during thecourse of administration proceedings, a court were to deem that such assets comprised a significant partof our and such Guarantors’ property, this may result in the court declining to view the security interestcreated in favor of the Security Trustee as applying to “the whole or substantially the whole” of our andsuch Guarantors’ assets, in which case the statutory moratorium would apply and the Security Trusteewould be prevented from enforcing the security interest or commencing proceedings against us and theGuarantors during the moratorium period.

If a secured party is not permitted to enforce its security interest as a result of the statutorymoratorium, Australian law permits the administrator to continue to retain and to use the securedproperty, and the proceeds, products, rents or profits of the secured property during the administrationperiod. An administrator is personally liable for debts it incurs in the performance or exercise of any of itsfunctions and powers as administrator. The administrator is entitled to be indemnified out of thecompany’s property for debts and liabilities it has incurred as administrator, as well as its ownremuneration. This right of indemnity is secured by a lien on the company’s property. The administrator’s

50

66672

lien generally has priority over all the company’s unsecured debts and debts secured by a securityinterest over “circulating assets” (typically account receivables or inventory).

At the end of the administration period, the company will either be placed into deed of companyarrangement (in order to implement a restructuring or rehabilitation of the company or to wind down acompany and deal with its creditors) or liquidation. A deed of company arrangement binds all creditors ofthe company in respect of all claims arising on or before commencement of the administration. Similarly,when a company is placed into liquidation, the statutory moratorium is lifted and the secured creditor canenforce its security interest over the property of the company, except to the extent that the courtotherwise orders. The placing into administration of the Issuer or any of the Guarantors could have amaterial adverse effect on the ability of the holders of the Notes to benefit from or enforce any securityinterests over the Collateral.

For further information on Australian insolvency laws, see “Australian Insolvency Considerations.”

51

67368

CORPORATE STRUCTURE

The following chart set forth our operating entities, including country of organization.

Barminco HoldingsPty Limited

(Parent Guarantor)(Australia)

Barminco FinancePty Limited

(Issuer)(Australia)

Barminco Egypt LLC(Egypt)

Barminco Egypt UndergroundMining Services S.A.E,

(Egypt)Barminco India Holdings

Pty Limited(Guarantor)(Australia)

Barminco IndianUnderground Mining

Services LLP(India)

AUMS (T) Limited(Tanzania)

Restricted Group

African Underground MiningServices Burkina Faso SARL

(Burkina Faso)

African Underground MiningServices Mali SARL

(Mali)

African UndergroundMining Services Limited

(Ghana)

50% JV with Ausdrill50% JV with Ausdrill

50%

50%

50%50%

100% 100%

100%

100%

10%

50%

50%45%

45%

100%

Barminco IndiaInvestments Pty Limited

(Guarantor)(Australia)

Barminco Limited(Guarantor)(Australia)

Barminco South Africa(Proprietary) Limited

(South Africa)

Barminco AUMS HoldingsPty Limited(Guarantor)(Australia)

Overview of entities that will be bound by the terms of the Indenture (the “restricted group”)

Barminco Holdings Pty Limited, an Australian corporation, is a holding company that owns a 100%interest in Barminco Finance Pty Limited, a 50% interest in each of Barminco South Africa (Proprietary)Limited and Barminco Egypt LLC and a 45% interest in Barminco Egypt Underground Mining ServicesS.A.E. Barminco Holdings Pty Limited will be the Parent Guarantor for the Notes and a guarantor underthe New Credit Facility.

Barminco Finance Pty Limited, an Australian corporation, is a holding company that owns a 100%interest in Barminco Limited, a 50% interest in each of Barminco South Africa (Proprietary) Limited andBarminco Egypt LLC, and a 45% interest in Barminco Egypt Underground Mining Services S.A.E.Barminco Finance Pty Limited is a finance subsidiary that will be the Issuer of the Notes and theborrower under the New Credit Facility.

Barminco Limited, an Australian corporation, is the operating entity through which mining servicesare provided in Australia. Barminco Limited also owns a 50% interest in each AUMS joint venture entity.Barminco Limited will be a guarantor of the Notes or the New Credit Facility.

Barminco Egypt LLC, an Egyptian limited liability company, was the operating entity through whichBarminco provided mining services in Egypt until, December 2013, when Barminco Egypt UndergroundMining Services S.A.E. commenced operations. Barminco Egypt LLC will not be a guarantor of the Notesor the New Credit Facility.

Barminco Egypt Underground Mining Services S.A.E., is the operating entity through which Barmincocurrently provides mining services in Egypt, and facilitates importation of equipment and consumablesthrough a free trade zone in Egypt. Barminco Egypt Underground Mining Services S.A.E. will not be aguarantor of the Notes or the New Credit Facility.

Barminco South Africa (Proprietary) Limited is a South African corporation through which Barmincopreviously provided diamond drilling services in South Africa. It ceased to operate in June 2013 and willnot be a guarantor of the Notes or the New Credit Facility.

52

64229

Barminco AUMS Holdings Pty Limited, an Australian corporation, is a holding company that owns a50% interest in three of the AUMS joint ventures. Barminco AUMS Holdings Pty Limited will be aguarantor of the Notes and the New Credit Facility.

Barminco India Holdings Pty Limited, an Australian corporation, is a holding company and 50%partner in Barminco Indian Underground Mining Services LLP. Barminco India Holdings Pty Limited willbe a guarantor of the Notes and the New Credit Facility.

Barminco India Investments Pty Limited, an Australian corporation, is a 50% partner in BarmincoIndian Underground Mining Services LLP. Barminco India Holdings Pty Limited will be a guarantor of theNotes and the New Credit Facility.

Barminco Indian Underground Mining Services LLP, an Indian limited liability partnership, providesmining services in India. Barminco Indian Underground Mining Services LLP will not be a guarantor ofthe Notes or the New Credit Facility.

Overview of other entities

African Underground Mining Services Limited is a joint venture entity currently owned 50% by eachof Barminco Limited and Ausdrill. AUMS is incorporated in Ghana and provides underground miningservices in Ghana.

African Underground Mining Services Burkina Faso SARL is a joint venture entity currently owned50% by each of Barminco AUMS Holdings Pty Limited and Ausdrill. AUMS BF is incorporated in BurkinaFaso and provides underground mining services in Burkina Faso.

African Underground Mining Services Mali SARL is a joint venture entity currently owned 50% byeach of Barminco AUMS Holdings Pty Limited and Ausdrill. AUMS Mali is incorporated in Mali and hasprovided underground mining services in Mali but currently has only diamond drilling operations in Mali.

AUMS (T) Limited is a joint venture entity currently owned 50% by each of Barminco AUMSHoldings Pty Limited and Ausdrill. AUMS (T) is incorporated in Tanzania and provides undergroundmining services in Tanzania.

53

10239

USE OF PROCEEDS

The estimated net proceeds of the offering of the Notes, after deducting the initial purchasers’discounts and the estimated expenses of this offering, will be approximately US$341.0 million.

We intend to use the net proceeds from this offering to redeem the entire US$299.7 millionaggregate principal amount of our Existing Notes and for general corporate purposes. Any redemption ofthe Existing Notes will be conditional upon the consummation of this offering.

We intend to satisfy and discharge the Existing Notes upon consummation of this offering.

We estimate that the total cost of redeeming the Existing Notes will be approximately US$334.9million, which includes the principal amount of US$299.7 million, estimated redemption premium ofUS$23.2 million and unpaid accrued interest of US$12.0 million to the estimated date of redemption.

The Existing Notes accrue interest at a rate of 9.00% per annum and mature on June 1, 2018.

54

35498

CAPITALIZATION

The following table sets forth our cash and cash equivalents as well as capitalization as ofDecember 31, 2016 (i) on an actual basis; (ii) on an as adjusted basis to give effect to the offer of theNotes and the application of the proceeds as described under “Use of Proceeds” and (iii) on an asadjusted basis translated to U.S. dollars at the noon buying rate on December 30, 2016, which wasA$1.00 = US$0.7230.

You should read this table in conjunction with the sections captioned “Use of Proceeds,” “SelectedHistorical Consolidated Financial and Operating Data,” “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” and the financial statements and related notes includedelsewhere in this offering circular.

(in thousands) Actual As Adjusted As Adjusted

As of December 31, 2016

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A$69,258 A$77,730(1) US$56,199(1)

(1) As adjusted cash and cash equivalents reflects estimated net proceeds from the issuance of the Notes of approximately

US$341.0 million, after deducting estimated underwriting discounts and estimated offering expenses payable by us, less an

estimated aggregated payment of US$334.9 million to redeem of all outstanding Existing Notes.

(in thousands) Actual As Adjusted As Adjusted

As of December 31, 2016

Long term debt (including current portion)Secured

New Credit Facility(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —Finance lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A$38,629 A$38,629 US$27,9296.625% Senior Secured Notes due 2022(2) . . . . . . . . . . . . . . . . . . — 484,094 350,000

Total secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,629 522,723 377,929Senior unsecured

9.00% Senior Notes due 2018(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416,180 — —

Total senior unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416,180 — —

Long term debt excluding subordinated unsecured debt . . . . . . . . 454,809 522,723 377,929Subordinated unsecured

Shareholder Loan Notes(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000 10,000 7,230

Total subordinated unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000 10,000 7,230

Total long term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 464,809 532,723 385,159

EquityContributed equity(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 396,442 396,442 286,628Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,319 10,319 7,461Accumulated losses(6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (254,303) (254,303) (183,861)

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152,458 152,458 110,228

Total capitalization(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A$617,267 A$685,181 US$495,387

(1) Promptly after the closing of the offering of the Notes, Barminco will terminate the secured Existing Credit Facility and expects

to enter into the New Credit Facility, under which it will be able to borrow up to A$100.0 million. As there will not be any

immediate drawdown under the New Credit Facility upon closing, the “As Adjusted” column reflects no borrowings under the

New Credit Facility.

(2) The Notes have been included in the A$ “As Adjusted” column at the U.S. dollar aggregate principal amount translated to

Australian dollars at the noon buying rate on December 30, 2016, which was A$1.00 = US$0.7230. The Notes have been

included in the US$ “As Adjusted” column at the U.S. dollar aggregate principal amount.

(3) The Existing Notes have been included in the A$ “Actual” column as reflected in our financial statements.

(4) The Shareholder Loan Notes are contractually subordinated to the Notes and mature on May 1, 2026. While these securities

are subordinated to the Notes and will mature after the maturity date of the Notes, these securities are shown on the

capitalization table below as debt because they are reflected as such on Barminco’s statement of financial position.

(5) Contributed equity includes A$391.7 million of Redeemable Preference Shares.

(6) Accumulated losses include A$281.5 million of dividends on the Redeemable Preference Shares and interest on the

Shareholder Loan Notes that have been capitalized from fiscal 2008 until June 29, 2016, when dividends and interest ceased to

accrue on these securities. For further detail, see “Description of Other Financing Arrangements.”

(7) Excluding capitalized borrowing costs.

55

30159

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

The selected historical consolidated financial data set forth below as of and for the fiscal yearsended June 30, 2015 and 2016 have been derived from, and are qualified in their entirety by referenceto, our annual consolidated financial statements and related notes that are included elsewhere in thisoffering circular or the accounting records of Barminco. The selected historical consolidated financial dataset forth below as of and for the fiscal years ended June 30, 2013 and 2014 have been derived from,and are qualified in their entirety by reference to, our annual consolidated financial statements andrelated notes that have not been included in this offering circular or the accounting records of Barminco.

The selected historical consolidated financial data for the half years ended December 31, 2015 and2016 set forth below have been derived from, and are qualified in their entirety by reference to, ourinterim consolidated financial statements and related notes which are included elsewhere in this offeringcircular or the accounting records of Barminco and include, in the opinion of management, alladjustments, consisting of normal and recurring adjustments, necessary to present fairly the data forsuch periods. Results for an interim period should not be considered indicative of results for the full fiscalyear.

The selected historical consolidated statement of comprehensive income information for the twelvemonths ended December 31, 2016 has been calculated by adding the selected consolidated statement ofcomprehensive income data for the fiscal year ended June 30, 2016 and the selected consolidatedstatement of comprehensive income information for the half year ended December 31, 2016, and thensubtracting the selected consolidated statement of comprehensive income information for the half yearended December 31, 2015.

Our consolidated financial statements included in this offering circular have been prepared inaccordance with Australian Accounting Standards and also comply with IFRS and interpretations asissued by the International Accounting Standards Board. Australian Accounting Standards differ from U.S.GAAP in respects that may be material to the financial information contained in this offering circular.

The selected historical consolidated financial and operating data should also be read in conjunctionwith, and is qualified in its entirety by reference to, the sections captioned “Financial StatementPresentation,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations” and our consolidated financial statements included elsewhere in this offering circular.

Selected financial data

(in thousands) 2013 2014 2015 2016 2015 2016

Year ended June 30,Half year endedDecember 31,

Selected statement of comprehensive income data:

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A$675,145 A$537,938 A$492,917 A$507,932 A$263,538 A$292,020

Other income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,744 1,662 1,159 1,122 83 563

Consumables used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (181,577) (168,488) (152,521) (152,515) (81,454) (88,071)

Employee benefits expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (280,202) (232,685) (207,205) (197,265) (103,560) (110,729)

Contractor and consultant expenses . . . . . . . . . . . . . . . . . . . . . . . . . (28,646) (14,846) (20,023) (30,368) (14,097) (20,625)

Depreciation and impairment of property, plant & equipment(1) (55,959) (58,392) (52,298) (48,927) (25,145) (30,394)

Amortization of intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,619) (1,023) (1,017) (730) (288) (472)

Other expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (62,226) (17,114) (19,239) (25,354) (14,744) (20,497)

Results from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,660 47,052 41,773 53,895 24,333 21,795

Share of profit from equity accounted investments, net of tax . 23,067 1,933 14,615 9,983 8,509 7,654

Interest payable on Redeemable Preference Shares and

Shareholder Loan Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (34,041) (38,828) (44,264) (50,396) (23,745) —

Other net financing costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (47,017) (67,983) (64,415) (47,644) (24,382) (27,293)

Income tax (expense) / benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,993) (714) (377) 76,619 (115) 4,048

Profit / (loss) for the period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,676 (58,540) (52,668) 42,457 (15,400) 6,204

56

02721

(in thousands) 2013 2014 2015 2016 2015 2016

Year ended June 30,Half year endedDecember 31,

Selected statement of financial position data (period

end):

Cash and cash equivalents A$106,591 A$95,818 A$104,844 A$70,647 A$85,371 A$69,258

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 735,251 656,920 647,179 665,763 622,932 717,684

Total tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 434,090 380,405 376,634 329,696 362,854 371,455

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 919,763 907,766 946,490 518,505 936,701 565,226

Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 816,247 828,640 861,002 427,811 843,365 460,944

Total borrowings excluding Redeemable Preference Shares(2)

and Shareholder Loan Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 538,905 512,470 500,568 417,811 458,024 450,944

Total equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (184,512) (250,846) (299,311) 147,258 (313,769) 152,458

Selected statement of cash flows data:

Net cash inflow (outflow) from:

Operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A$76,229 A$50,271 A$35,657 A$67,994 A$27,486 A$25,713

Investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (39,010) (33,574) (13,782) (33,779) (17,824) (8,242)

Financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,300) (27,470) (12,849) (68,418) (29,126) (19,016)

Other financial data:

Payments for property, plant & equipment and intangibles . . . . 52,862 40,001 45,177 44,739 27,658 14,260

Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,490 52,962 48,804 51,939 27,658 58,421

Investments accounted for using the equity method . . . . . . . . . . 65,743 67,574 67,342 69,517 68,126 71,634

Adjusted EBITDA(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,424 111,703 114,470 115,430 60,059 57,036

Adjusted EBITDA margin(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.7% 20.8% 23.2% 22.7% 22.8% 19.5%

Ratio of total borrowings (excluding Redeemable Preference

Shares and Shareholder Loan Notes) to Adjusted EBITDA. . 4.3 4.6 4.4 3.6

Ratio of net debt(5) (excluding Redeemable Preference Shares

and Shareholder Loan Notes) to Adjusted EBITDA . . . . . . . . . 3.5 3.7 3.5 3.0

(1) Fiscal 2013 includes an impairment charge of A$1.3 million against Barminco’s property, plant and equipment.

(2) In June 2016, the terms of the Redeemable Preference Shares were amended to provide that interest ceased to accrue from

June 29, 2016 and redemption would be in the control of the Parent Guarantor. This had the effect of classifying these

securities from borrowings to equity for accounting purposes from such date.

(3) Adjusted EBITDA is a non-GAAP / non-IFRS financial measure and is a useful supplemental measure in evaluating the

performance of our operating business and provide greater transparency into our results of operations. Adjusted EBITDA is

used by management, including our chief decision maker, to perform such evaluation. Adjusted EBITDA has limitations as an

analytical tool, and you should not consider either in isolation or as a substitute for analysis of our results as reported under

IFRS. For example, these measures:

• do not reflect our historical cash expenditures, or future requirements for capital expenditures or contractual commitments;

• do not reflect changes in, or cash requirements for, our working capital needs;

• do not reflect our income tax expense or the cash requirements to pay taxes;

• do not reflect that, while depreciation and amortization are non-cash charges, the assets being depreciated and amortized will

often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements;

and

• do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments,

on our borrowings.

However, our management believes Adjusted EBITDA is useful to an investor in evaluating our operating performance because

(i) these measures are widely used by investors in the mining industry to measure a company’s operating performance without

regard to items excluded from the calculation of such terms, which can vary substantially from company to company depending

upon accounting methods and book value of assets, capital structure, and the method by which assets were acquired, among

other factors, and (ii) these measures help investors to more meaningfully evaluate and compare the results of our operations

from period to period by removing the effect of our capital structure and asset base from our operating structure. We further

believe that Adjusted EBITDA is frequently used by securities analysts, investors, and other interested parties in their evaluation

of companies, many of which present Adjusted EBITDA when reporting their results.

There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the

effect of certain recurring and non-recurring items that materially affect our net income or loss, and the lack of comparability of

results of operations of different companies. The following table reconciles our profit/(loss) for the period, the most directly

comparable IFRS financial measure, to Adjusted EBITDA for the periods indicated:

57

15550

(in thousands) 2014 2015 2016 2015 2016 2016

Year ended June 30,Half year endedDecember 31,

12 monthsended

December 31,

Profit (loss) for the period. . . . . . . . . . . . . . . . . . . . . . A$(58,540) A$ (52,668) A$ 42,457 A$(15,400) A$6,204 A$64,061

Income tax expense/(benefit) . . . . . . . . . . . . . . . . . . 714 377 (76,619) 115 (4,048) (80,782)

Net financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106,811 108,679 98,040 48,127 27,293 77,206

Share of profit from equity accounted

investments, net of tax . . . . . . . . . . . . . . . . . . . . . . (1,933) (14,615) (9,983) (8,509) (7,654) (9,128)

Depreciation and impairment of property, plant

& equipment(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,392 52,298 48,927 25,145 30,394 54,176

Amortization of intangible assets . . . . . . . . . . . . . . . 1,023 1,017 730 288 472 914

Redundancy costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,236 1,719 3,062 1,477 265 1,850

Dividends received from AUMS . . . . . . . . . . . . . . . . — 17,663 8,816 8,816 4,110 4,110

Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A$111,703 A$114,470 A$115,430 A$60,059 A$57,036 A$112,407

(4) Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

(5) Net debt is total borrowings less cash and cash equivalents.

Selected operating data

2013 2014 2015 2016 2015 2016

Year ended June 30,Half year endedDecember 31,

Jumbo development (meters)(6) . . . . . . . . . . . . . . . . . . . . . 63,453 44,130 44,929 52,056 26,712 34,749

Ore mined (tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,507,645 3,950,502 4,665,591 4,795,773 2,544,515 2,546,665

Trucking haulage (tonne / km). . . . . . . . . . . . . . . . . . . . . . 40,349,266 32,554,191 22,772,412 25,533,394 13,240,225 17,506,799

Staff (full time equivalent)(7) . . . . . . . . . . . . . . . . . . . . . . . . 1,875 1,594 1,585 1,290 1,375 1,733

Diamond drilling (meters)(8) . . . . . . . . . . . . . . . . . . . . . . . . . 411,245 336,098 386,167 355,049 187,324 185,944

(6) Jumbo development involves the tunneling development of underground mines using drill, blast, load and haul techniques. We

consider the number meters of jumbo development as one of the prime indicators of revenue.

(7) Staff data is as of the relevant period end.

(8) Diamond drilling (short for “diamond core drilling”) is the process where a hole is drilled with a hollow diamond studded drill bit

in order to extract a core of rock from the earth. This core of rock is then used to map the geology, sample for minerals and

log for geological and geotechnical structures. It provides valuable information to geologists about the location, geometry and

grade of a mineral deposit and the surrounding rock. This core and geotechnical information is also used to determine what the

ground conditions may be like if a larger hole such as a decline or shaft is excavated in the rock.

Diamond drilling is used for exploration to determine the location, geometry and grade of a mineral deposit. This information is

then used by geologists to create ore resource and reserve models and estimates. Diamond drilling is also used for “definition

drilling” in a developing mine where the limits or extent of an ore body needs to be more closely defined prior to the mining of

the ore being carried out. This is mainly what Barminco drillers do although some exploration drilling is also done.

58

16130

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

This discussion should be read together with the “Selected Historical Consolidated Financial andOperating Data” and our consolidated financial statements and their notes included elsewhere in thisoffering circular. The presentation in this section contains forward-looking statements that involve risks,uncertainties and assumptions. Our actual results may differ materially from those anticipated in forward-looking statements as a result of a number of factors, including those set forth under the captions“Cautionary Statement Regarding Forward-looking Statements” and “Risk Factors” in this offering circular.

Overview

Based upon internal estimates derived from publicly available sources, we believe that Barminco isone of the leading underground hard-rock mining contractors in Australia. Barminco also operates inEgypt and India through subsidiaries and in West and East Africa through its interests in the AUMS jointventure entities.

Barminco operates across two service divisions:

• Underground contract mining: mine development and production services, ground support(including fibrecreting), production drilling and blasting, ore extraction and haulage. Undergroundhard-rock contract mining involves the provision of equipment, personnel and technical expertise toassist mining companies with both mine development and production in underground miningoperations.

• Diamond drilling: underground core diamond drilling services for defining ore reserves.

In addition, Barminco has a 50% interest in AUMS, which provides underground hard-rock contractmining services in West and East Africa.

The following table provides a summary of revenue and EBITDA by division (excluding our jointventure interest in AUMS):

(in millions) 2014 2015 2016 2015 2016

Year ended June 30, Half year ended Dec. 31,

RevenueUnderground mining . . . . . . . . . . . . . . . . . . . . A$491.2 A$440.2 A$454.9 A$236.3 A$267.9Diamond drilling . . . . . . . . . . . . . . . . . . . . . . . . 42.5 49.3 48.5 25.4 22.5Crushing and screening . . . . . . . . . . . . . . . . 1.1 1.0 0.1 0.1 —Shared services (unallocated) and other. 3.1 2.4 4.4 1.7 1.6

Total Revenue . . . . . . . . . . . . . . . . . . . . . . . . . 537.9 492.9 507.9 263.5 292.0

EBITDAUnderground mining . . . . . . . . . . . . . . . . . . . . A$99.6 A$90.7 A$100.8 A$48.7 A$48.1Diamond drilling . . . . . . . . . . . . . . . . . . . . . . . . 6.2 6.6 5.6 2.4 2.7Crushing and screening . . . . . . . . . . . . . . . . (0.2) 0.5 0.5 0.3 0.1Shared services (unallocated) and other. 0.9 (2.7) (3.3) (1.6) 1.7

106.5 95.1 103.6 49.8 52.6Redundancy costs. . . . . . . . . . . . . . . . . . . . . . 5.2 1.7 3.0 1.5 0.3Dividends received from AUMS . . . . . . . . . — 17.7 8.8 8.8 4.1

Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . 111.7 114.5 115.4 60.1 57.0

NPAT(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (58.5) (52.7) 42.5 (15.4) 6.2

(1) Management does not use NPAT as a measure to monitor business performance on a divisional basis. For a reconciliation of

NPAT to Adjusted EBITDA, please see “Selected Historical Consolidated Financial and Operating Data”.

Our revenue is dependent on mineral exploration, development and production activity, whichactivities are driven by a number of factors, including anticipated future demand for commodities, theoutlook for commodity consumption, mining exploration capital expenditure spending and availability offinancing for clients.

59

74756

Most of Barminco’s revenue is derived from underground mining of gold and, to a lesser extent,nickel, zinc and tin.

In recent years, Barminco has focused on improving operational performance and submitting tendersfor new contracts with a view to maintain a reasonable EBITDA margin. While revenue declined in fiscal2014 and 2015 compared to the immediately preceding fiscal year, our EBITDA margin excluding shareof profits from AUMS improved significantly. In fiscal 2016, our revenue and EBITDA margin excludingshare of profits from AUMS improved over fiscal years 2014 and 2015.

Outlook

We believe the outlook for the underground hard-rock mining market in Australia, Africa and Indiaremains attractive. We believe the Indian market provides a significant growth opportunity and thatBarminco is the first Australian underground mining contractor to enter that market. As mining companiesincreasingly demand service providers capable of providing safe and reliable hard-rock undergroundmining services, we believe that our processes, people and expertise position us as a leader in thisregard.

Demand for the commodities we mine is underpinned by continuing improvements in the globaleconomy and the industrialization of emerging economies. We expect the demand for commodities tocontinue to drive the need for mining services. See “Industry Overview” for further information on ouroutlook on the demand for gold, nickel, zinc and copper.

Our new contracts typically underperform during their ramp up phase compared to mature contractsand may even operate at a loss for a period of time. This is due to additional expenses associated withmobilizing equipment and labor, training, and commitment of additional staff while operations aretransitioning to Barminco. Such operating issues are usually resolved within six months from thecommencement of a new contract but can take longer. For instance, new contracts that commenced infiscal 2017 for the Kundana and Rampura Agucha projects have experienced ramp-up issues takinglonger than six months to resolve and, as a result, are expected to adversely affect our financialperformance for fiscal 2017.

Key drivers of performance

The demand for underground hard-rock mining services ultimately depends on two key drivers:

• the volume of development and production from underground hard-rock mining projects; and

• industry and management preferences for contract mining versus owner-operated mining.

Volume of development and production

The volume of development and production from underground hard-rock mining projects is ultimatelya function of the number of mining projects that are in development or production, the volume ofproduction at each project and, over the longer term, the number of new projects advancing fromexploration to development and production. Factors that influence the level of mining activity includeglobal demand for minerals, current and expected metals prices and the application and impact of thelocal regulatory environment, including the availability of permits, environmental regulations and taxes androyalties.

Preferences for contract mining versus owner-operated

Mine owners use a range of criteria to analyze the relative costs and benefits of operating a minethemselves compared to engaging a mining contractor to operate it on their behalf.

These criteria include:

• strategy of the company (for example, managing a mineral asset portfolio versus operating mines);

• relative competency to undertake mining of the type and scale required;

• relative safety performance;

• relative access to and cost of capital funding;

60

35535

• relative access to and functionality of support infrastructure such as maintenance workshop,recruitment and supply chain; and

• whether there are scale benefits from accessing a contractor’s broader equipment fleet base, aswell as equipment and consumable supply contracts.

Barminco recently successfully converted Kundana Gold Project, a mine previously owner-operatedby Northern Star Resources (East Kundana Joint Venture), to a contracting model.

Performance evaluation

We review and analyze key performance indicators in order to manage our business and assess thequality and potential variability of our earnings and cash flows. Our key performance indicators include:

• Revenue, which is an indicator of our overall business growth, decreased from A$537.9 million infiscal 2014 to A$492.9 million in fiscal 2015 as several contracts were completed but reboundedslightly to A$507.9 million in fiscal 2016 as a result of two new contracts.

• EBITDA and Adjusted EBITDA are considered useful measures because they exclude the impactof depreciation, which is the most significant non-cash component of our expenses, given weoperate a large fleet of capital equipment. Similar to revenue, EBITDA excluding share of profitsfrom AUMS decreased from A$106.5 million in fiscal 2014 to A$95.1 million in fiscal 2015 andslightly rebounded to A$103.6 million in fiscal 2016. Adjusted EBITDA increased from $111.7million in fiscal 2014 to $114.5 million in fiscal 2015, due to dividends received from AUMS andincreased to $115.4 million in fiscal 2016 due to increased operational performance.

• Adjusted EBITDA margin is calculated by expressing Adjusted EBITDA as a percentage ofrevenue. Because changes to our costs may sometimes flow through to the revenue we receivefor services as a result of the rise-and-fall provisions in many contracts (depending on theprovisions of the particular contract), Adjusted EBITDA margins may be more stable even asrevenues fluctuate. However, Adjusted EBITDA margins are affected by the lag between the timeat which we incur cost increases (or decreases) and the time at which contract prices are adjustedfor rise-and-fall provisions, as well as by changes in costs that are not fully reflected in the indicesused in the rise-and-fall provisions. Cost increases that are not fully reflected in the indices usedin the rise-and-fall provisions may be recovered through rate renegotiations during the contractterm or when contracts are rolled over. Adjusted EBITDA margins may also be affected byreductions in revenue (for example, from unplanned interruptions to operations) as a portion of ourcost base is fixed, not variable. Adjusted EBITDA margin increased from 20.8% in fiscal 2014 to23.2% in fiscal 2015 before declining slightly to 22.7% in fiscal 2016.

• NPAT improved from a A$58.5 million loss in fiscal 2014 to a A$52.7 million loss in fiscal 2015, asa result of improved performance in AUMS. In fiscal 2016, Barminco made a NPAT of A$42.5million. This change to a profitable position was principally due to the full year contribution of theNova Bollinger project, the decreased borrowing costs associated with the Existing Notes and theExisting Credit Facility, and the recognition of deferred tax assets and carried forward losses.

Certain differences between IFRS and U.S. GAAP

The discussion below also identifies certain accounting policies under Australian AccountingStandards (and IFRS) that differ in material respects from U.S. GAAP and is not an exhaustive list.

Impairment

Under IFRS, a company determines the recoverable amount of long-lived assets based upon thehigher of its fair value less costs to sell and its value in use, the latter of which is generally determinedon a discounted cash flow basis when assessing impairment. The discount rate is an after-tax risk-adjusted market rate, which is applied both to assess recoverability and to calculate the amount of anyimpairment charge.

Under U.S. GAAP, long-lived assets are first tested for recoverability for impairment usingundiscounted cash flows. Only if the long-lived asset’s carrying amount exceeds the sum of undiscounted

61

80618

future cash flows is the asset considered impaired and written down to its fair value. Accordingly, adifference between IFRS and U.S. GAAP may arise where the recoverability test under U.S. GAAP doesnot result in an impairment although an impairment charge is recorded for IFRS. The difference mayresult in lower impairment charges against income and higher asset carrying amounts for U.S. GAAP; foramortizing assets the difference in asset carrying amounts is subsequently reduced through higherdepreciation charges against income.

Under IFRS, impairment losses (except for goodwill) may be reversed in subsequent periods if therecoverable amount increases. Under U.S. GAAP, impairment reversals are not allowed, as theimpairment loss results in a new cost basis for the asset.

Critical accounting policies

Our discussion and analysis of our financial condition and results of operations are based upon ourconsolidated financial statements. The preparation of these consolidated financial statements requires usto make estimates and judgments that affect the reported amounts of revenues, assets, liabilities andexpenses. We re-evaluate our estimates on an on-going basis. Our estimates are based on historicalexperience and on various other factors and assumptions that we believe to be reasonable under thecircumstances. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are more fully described in note 3 of the 2016 FinancialStatements. Some of the significant accounting policies are also “critical accounting estimates andjudgments,” which refers to accounting policies that involve significant estimates based on judgments oruncertainties affecting the reported amounts of assets and liabilities, revenues or expenses.

The following is a discussion of our accounting policies that are “critical accounting estimates andjudgments.”

Critical accounting estimates and assumptions

We make estimates and assumptions concerning the future. The resulting accounting estimates will,by definition, seldom equal the related actual results. The estimates and assumptions that have asignificant risk of causing a material adjustment to the carrying amounts of assets and liabilities withinthe next financial year are discussed below:

Goodwill and other indefinite life intangible assets

Barminco tests annually, or more frequently if events or changes in circumstances indicateimpairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, inaccordance with the accounting policy stated in note 3(k) of the 2016 financial statements. Therecoverable amounts of cash-generating units have been determined based on value-in-use calculations.These calculations require the use of assumptions, including the continued performance of contractedwork, estimated discount rates based on the current cost of capital and growth rates of the estimatedfuture cash flows.

Recovery of deferred tax assets

Deferred tax assets are recognized for deductible temporary differences and tax losses only if weconsider it is probable that future taxable amounts will be available to utilize those temporary differencesand losses.

Measurement of fair values

A number of Barminco’s accounting policies and disclosures require the measurement of fair values,for both financial and non-financial assets and liabilities. Significant valuation issues are reported toBarminco’s Audit and Risk Committee. When measuring the fair value of an asset or liability, we usemarket observable data as far as possible. Further information about the assumptions made inmeasuring fair values is included in the following notes 20 and 24 of the 2016 financial statements.

62

27150

Critical judgments in applying Barminco’s accounting policies

Useful lives of plant and equipment

Barminco’s management determines the estimated useful lives and related depreciation charges forits plant and equipment. Our business depends on a large quantity of plant and equipment. At December31, 2016, our property, plant and equipment had a total book value of A$143.1 million, largely consistingof heavy mining equipment that has a finite operational life. As a result, depreciation has a significantimpact on Barminco’s financial results.

When we acquire new heavy mining equipment, it is recorded as an asset on the balance sheet atcost, and then depreciated on a usage basis over its estimated useful life, after which it is carried at apredetermined residual value until sold, disposed of or rebuilt.

The estimation of the useful lives of this equipment therefore has a substantial effect on the amountof depreciation charged to the income statement and the residual book value of the plant and equipmentrecorded on the balance sheet.

The usage basis of depreciation means when strategic heavy mining equipment is not working at asite for an extended period, usually a minimum of one month, depreciation is charged to the incomestatement at a rate of 10% until the equipment returns to service.

From time to time, we sell used equipment; this includes sales under some of our mining contractsthat include the option to purchase. If the sale price differs from the carrying value of the equipment atthe time, the gain or loss is recorded as other income on Barminco’s income statement.

When we rebuild equipment, the direct costs of the labor and materials, together with an allocationof the fixed workshop overhead costs, are added to the carrying value of the rebuilt asset, and the assetcontinues to be depreciated based on a revised estimated useful life, determined by management on thebasis of historical average operational usage for rebuilt equipment.

Results of operations

The following is a description of our revenue and operating expenses.

Overview of revenue

Barminco earns revenue from performing underground contract development and production miningas well as underground diamond drilling services for owners of mining, exploration and developmentprojects.

Under most mining contracts, the owner contracts Barminco to develop, mine and produce ore fromunderground mines in accordance with a work schedule. Barminco earns revenue through a schedule ofrates that often includes a fixed component, which applies primarily to the provision of equipment,overheads and a fixed labor component. The remaining revenue is earned through a variable component,primarily based on the quantity of development meters and/or ore tonnes produced. Under drillingcontracts, the variable component generally relates to meters drilled.

Revenue is recognized monthly based on the schedule of rates applicable to each contract.Customers are typically billed monthly on 30 day terms.

Although contract terms can vary, most of our contracts have terms of three to five years frominception, often with extension options exercisable at the discretion of the customer. However, mostcontracts entitle the customer to terminate the contract on short notice and without penalty, but with thecustomer paying for all work completed to date, unused materials and in most cases costs associatedwith demobilization from site.

Our contracts typically contain rise-and-fall provisions under which the prices we charge areperiodically increased or decreased to reflect changes in factors such as fuel prices or consumer priceindex. Typically, rise-and-fall adjustments are done quarterly.

63

54974

Overview of expenses

The majority of our expenses are the direct costs of performing contract mining and drilling services.

Consumables are the materials consumed in performing services, including drill consumables,explosives and fuel.

Employee benefits expense is the cost of the compensation paid to employees, most of whomperform contract work for our customers. Compensation for most employees consists of a base rate andincentive rates based on production measures such as tonnes hauled, linear meters advanced, groundsupport installed and other factors. As these measures are similar to the measures through which wegenerate revenue, the incentive component of employee benefits expense substantially correlates withrevenue.

Contractor and consultant expenses consist of payments to third party contractors and consultantssuch as electrical contractors, mechanical contractors, mining contractors and other consultants (safety,training, accounting, tax, IT).

As we operate a large fleet of capital equipment, depreciation is a significant component ofexpenses.

At the time of Gresham’s acquisition of Barminco in 2007, the fair value of the then-existingcustomer contracts and customer relationships were recorded as intangible assets. These assets havebeen amortized over their useful lives. If events or changes in circumstances indicate that the book valueexceeds the recoverable amount, Barminco recognizes an impairment charge equal to the difference.

Other expenses include freight, rent, insurance, airfares, accommodation and equipment leases.

Fiscal 2017 half year compared with fiscal 2016 half year

Revenue

Revenue increased A$28.5 million (or 10.8%) from A$263.5 million in the fiscal 2016 half year toA$292.0 million in the fiscal 2017 half year. This increase in revenue was primarily due to the newcontracts secured at Kundana and increased scope at Nova Bollinger.

Operating expenses

Operating expenses increased A$26.0 million (or 12.2%) from A$213.9 million in the fiscal 2016 halfyear to A$239.9 million in the fiscal 2017 half year due to commencing operations at the Kundana GoldProject from July 1, 2016 and preparations for the Rampura Agucha contract commencement inDecember 2016, and are offset by cost reductions achieved by management’s focus on costmanagement across the business.

Consumables used. Our consumables used increased A$6.6 million (or 8.1%) fromA$81.5 million in the fiscal 2016 half year to A$88.1 million in the fiscal 2017 half year, reflectingthe increased number of projects in the portfolio.

Employee benefits expense. Employee benefits expense increased A$7.1million (or 6.9%)from A$103.6 million in the fiscal 2016 half year to A$110.7 million in the fiscal 2017 half year,predominately due to the increased headcount at the Nova Bollinger and Kundana mining projects.

Contractor and consultant expenses. Contractor and consultant expenses increasedA$6.5 million (or 46.1%) from A$14.1 million in the fiscal 2016 half year to A$20.6 million in thefiscal 2017 half year, predominately due to the commencement of the Kundana project. This is asignificant contract where operations commenced in July 2016.

Depreciation of property, plant and equipment. Depreciation increased A$5.3 million (or21.1%) from A$25.1 million in the fiscal 2016 half year to A$30.4 million in the fiscal 2017 halfyear. The increase primarily reflects the capital investment in Kundana, Nova Bollinger andSunrise.

Amortization of intangible assets. Amortization of intangible assets increased fromA$0.3 million in the fiscal 2016 half year to A$0.5 million in the fiscal 2017 half year. This increase

64

28418

was principally due to the amortization of SAP software capitalized during the fiscal 2017 halfyear. At December 31, 2015, the net book value of customer contracts and relationships wasA$2.0 million.

Other expenses. Other expenses increased A$5.8 million (or 39.5%) from A$14.7 million inthe fiscal 2016 half year to A$20.5 million in the fiscal 2017 half year due to the commencementof new projects at Kundana and in India.

Results from operating activities

Results from operating activities decreased from A$24.3 million in the fiscal 2016 half year to A$21.8million in the fiscal 2017 half principally due to the increase in depreciation due to the capital investmentat Nova Bollinger, Sunrise and Kundana and to the start-up costs of Kundana and Rampura Agucha.

Share of profit from equity accounted investments, net of tax.

We account for our investment in AUMS under the equity accounting method. Our share of profitfrom AUMS’ equity accounted investments, net of tax decreased A$0.8 million from A$8.5 million in thefiscal 2016 half year to A$7.7 million in the 2017 half year, primarily due to the conclusion of a contractwith Randgold Resources in Mali.

Interest payable on Redeemable Preference Shares and Shareholder Loan Notes

Interest payable on the Redeemable Preference Shares and Shareholder Loan Notes ceasedaccruing from June 29, 2016, so no such interest was incurred in the fiscal 2017 half year. Interestpayable on the Redeemable Preference Shares and Shareholder Loan Notes was A$23.7 million in thefiscal 2016 half year due to the compounding interest on these securities during that period.

Other net financing costs

Other net financing costs increased A$2.9 million (or 11.9%) from A$24.4 million in the fiscal 2016half year to A$27.3 million in the fiscal 2017 half year. The increase was primarily due to gains recordedon the repurchase of Existing Notes in the fiscal 2016 half year of A$7.7 million compared to losses ofA$0.3 million in the fiscal 2017 half year. This was partially offset by a A$2.1 million reduction inamortized borrowing costs, and a A$3.7 million reduction in interest and finance charges paid/payable onborrowings, due to the decreased borrowing costs associated with the Existing Notes and Existing CreditFacility following the repurchases of Existing Notes.

Income tax

Income tax expense decreased from an expense of A$0.1 million in the fiscal 2016 half year to abenefit of A$4.0 million in the fiscal 2017 half year. The change was principally due to the recognition ofdeferred tax losses.

Profit (loss) for the period

As a result of the above, Barminco incurred a loss of A$15.4 million in the fiscal 2016 half yearcompared to profits of A$6.2 million in the fiscal 2017 half year, principally due to the new contractssecured, reduced interest expense and income tax benefit recognized.

Fiscal 2016 compared with fiscal 2015

Revenue

Revenue increased A$15.0 million (or 3.0%) from A$492.9 million in fiscal 2015 to A$507.9 million infiscal 2016. This increase was primarily due to the first full year of the Nova Bollinger contract thatbegan in January 2015 and revenue from Gordon Sirdar, a new contract that began in January 2016.

65

15093

Operating expenses

Operating expenses increased A$6.5 million (or 1.6%) from A$399.0 million in fiscal 2015 to A$405.5million in fiscal 2016 due to the first full year of operations at Nova Bollinger and the start of the newcontract at Gordon Sirdar, partially offset by cost reductions achieved by management’s focus on costmanagement across the business.

Consumables used. Consumables used were consistent at A$152.5 million in fiscal 2015 andfiscal 2016, reflecting the increased number of contracts and offset by efficiency gains at existingprojects.

Employee benefits expense. Employee benefits expense decreased A$9.9 million (or 4.8%)from A$207.2 million in fiscal 2015 to A$197.3 million in fiscal 2016, predominately due to adecreased headcount and reductions in rates as a result of cost management across thebusiness.

Contractor and consultant expenses. Contractor and consultant expenses increasedA$10.4 million (or 52.0%) from A$20.0 million in fiscal 2015 to A$30.4 million in fiscal 2016,predominately due to the use of contract labor at various sites.

Depreciation of property, plant and equipment. Depreciation and impairment decreasedA$3.4 million (or 6.5%) from A$52.3 million in fiscal 2015 to A$48.9 million in fiscal 2016. Thedecrease in depreciation reflects a better utilization of equipment.

Amortization of intangible assets. Amortization of intangible assets was A$1.0 million in fiscal2015, and A$0.7 million in fiscal 2016. At June 30, 2016, the net book value of customer contractsand relationships and goodwill was A$258.7 million and the book value of capitalized software wasA$2.1 million.

Other expenses. Other expenses increased A$6.2 million (or 32.3%) from A$19.2 million infiscal 2015 to A$25.4 million in fiscal 2016 in line with an increase in operations and revenue.

Results from operating activities

Results from operating activities increased from A$41.8 million in fiscal 2015 to A$53.9 million infiscal 2016 principally due to the full year contribution from the Nova Bollinger project, increasedefficiencies and productivities at sites and continued cost management across the business.

Share of profit from equity accounted investments, net of tax.

Our share of profit from our investment in AUMS decreased A$4.6 million (31.5%) fromA$14.6 million in fiscal 2015 to A$10.0 million in fiscal 2016 due to the completion of a contract for aRandgold mine in Mali in fiscal 2016, partially offset by a new contract for an AngloGold Ashanti mine inTanzania.

Interest payable on Redeemable Preference Shares and Shareholder Loan Notes

Interest payable on the Redeemable Preference Shares and Shareholder Loan Notes increasedA$6.1 million from A$44.3 million in fiscal 2015 to A$50.4 million in fiscal 2016 due to the compoundinginterest on these securities.

Other net financing costs

Other net financing costs decreased A$16.8 million (or 26.1%) from A$64.4 million in fiscal 2015 toA$47.6 million in the fiscal 2016, due to the decreased borrowing costs associated with the ExistingNotes and Existing Credit Facility due to the repurchase of bonds during the year.

Income tax

An income tax benefit of A$76.6 million was recognized in fiscal 2016 due to the recognition ofdeferred tax assets including carried forward tax losses and timing differences in Australia of A$77.2

66

86522

million. The balance A$0.6 million related to tax payable on profits from the Egyptian operations. In fiscal2015 an income tax expense of A$0.4 million was recognized. All of the 2015 income tax expenserelated to our profitable Egyptian operations. For a detailed breakdown refer to note 8 of the 2016Financial Statements.

Profit (loss) for the year

As a result of the above, Barminco made a profit after tax of A$42.5 million in fiscal 2016, comparedto a loss after tax of A$52.7 million in fiscal 2015. The change to a profitable position was principally dueto the full year contribution of the Nova Bollinger project, the decreased borrowing costs associated withthe Existing Notes and the Existing Credit Facility, and the recognition of deferred tax assets and carriedforward losses.

The profit after tax of A$42.5 million includes A$50.4 million of interest payable on the RedeemablePreference Shares and Shareholder Loan Notes. This interest is in relation to shareholder contributionsand is a non-cash cost. If the interest on the Redeemable Preference Shares and Shareholder LoansNotes were excluded, Barminco’s net profit after tax would have been A$92.9 million.

Fiscal 2015 compared with fiscal 2014

Revenue

Revenue decreased A$45.0 million (or 8.4%) from A$537.9 million in fiscal 2014 to A$492.9 millionin fiscal 2015.

This decrease in revenue was primarily driven by the completion of several contracts, only in partbeing offset by two new projects that began during the second half of fiscal 2015.

Operating expenses

Operating expenses decreased A$34.1 million (or 7.9%) from A$433.1 million in fiscal 2014 toA$399.0 million in fiscal 2015 reflecting the decreased number of contracts and management’s focus oncost management across the business, with the largest benefit being seen in mining operations.

Consumables used. Consumables used decreased A$16.0 million (or 9.5%) fromA$168.5 million in fiscal 2014 to A$152.5 million in fiscal 2015, reflecting the decreased number ofcontracts and efficiency gains at existing projects.

Employee benefits expense. Employee benefits expense decreased A$25.5 million (or11.0%) from A$232.7 million in fiscal 2014 to A$207.2 million in fiscal 2015, predominately due toa decreased headcount required to service the lower overall activity.

Contractor and consultant expenses. Contractor and consultant expenses increasedA$5.2 million (or 35.1%) from A$14.8 million in fiscal 2014 to A$20.0 million in fiscal 2015,predominately due to the use of external contractors to undertake certain work at the Novaproject.

Depreciation of property, plant and equipment. Depreciation and impairment decreasedA$6.1 million (or 10.4%) from A$58.4 million in fiscal 2014 to A$52.3 million in fiscal 2015. Thedecrease primarily reflects the reduced number of operational contracts throughout the fiscal year.

Amortization of intangible assets. Amortization of intangible assets was A$1.0 million in fiscal2014, and A$1.0 million in fiscal 2015. At June 30, 2015, the net book value of customer contractsand relationships and goodwill was A$259.2 million.

Other expenses. Other expenses increased A$2.1 million (or 12.3%) from A$17.1 million inthe fiscal 2014 to A$19.2 million in fiscal 2015 primarily due to increased freight and travel costsin relation to increased scope in Egypt.

67

93667

Results from operating activities

Results from operating activities decreased from A$47.1 million in fiscal 2014 to A$41.8 million infiscal 2015 principally due to the decreased number of contracts in the portfolio.

Share of profit from equity accounted investments, net of tax.

Our share of profit from our investment in AUMS increased A$12.7 million from A$1.9 million infiscal 2014 to A$14.6 million in fiscal 2015 due to higher operating maintenance costs in Mali andincreased depreciation expense in fiscal 2014.

Interest payable on Redeemable Preference Shares and Shareholder Loan Notes

Interest payable on Redeemable Preference Shares and Shareholder Loan Notes accrued at 14%per annum during Fiscal 2015 & Fiscal 2014. This interest increased A$5.5 million from A$38.8 million infiscal 2014 to A$44.3 million in fiscal 2015 due to the compounding interest on the Shareholder LoanNotes and Redeemable Preference Shares.

Other net financing costs

Other net financing costs, decreased A$3.6 million (or 5.3%) from A$68.0 million in fiscal 2014 toA$64.4 million in the fiscal 2015, due to the decreased borrowing costs associated with the ExistingNotes as we repurchased US$99.0 million of the Existing Notes during fiscal 2015.

Income tax

Income tax expense decreased from A$0.7 million in fiscal 2014 to A$0.4 million in fiscal 2015. Allof the income tax expense related to our profitable, but comparatively small, Egyptian operations.

Profit (loss) for the year

As a result of the above, Barminco made a loss after tax of A$52.7 million in fiscal 2015 comparedto a loss after tax of A$58.5 million in fiscal 2014. The decrease in the loss was principally due to theincrease in share of profit from equity accounted investments, net of tax of A$12.7 million.

The loss after tax of A$52.7 million includes A$44.3 million of interest payable on the RedeemablePreference Shares and Shareholder Loan Notes. This interest is in relation to shareholder contributionsand is a non-cash cost. If the interest on the Redeemable Preference Shares and Shareholder LoansNotes were excluded, Barminco’s net loss after tax would have been A$8.4 million.

Liquidity, capital expenditures and capital resources

Historically, Barminco’s cash requirements have been funded through cash flow from operations andborrowings under credit facilities and the Existing Notes.

Liquidity

We believe that our sources of funds will provide sufficient liquidity for us to meet our workingcapital, capital expenditures and other cash requirements within the next twelve months. For moreinformation please refer to note 2 c) of the fiscal 2017 half year financial statements.

The Parent Guarantor has never paid any cash dividends to its shareholders.

While we prepared for an initial public offering in Australia during fiscal 2011, we decided not tolaunch that offering due to market conditions. If market conditions allow, we may consider an initial publicoffering in Australia in the future.

68

31167

Cash flows

Set forth below is a summary of cash flow of Barminco for the periods indicated:

(in millions) 2014 2015 2016 2015 2016

Year ended June 30, Half year ended Dec. 31,

Net cash inflow from operating activities. . . . . . . . A$50.3 A$35.7 A$ 68.0 A$ 27.5 A$ 25.7Net cash outflow from investing activities . . . . . . . (33.6) (13.8) (33.8) (17.8) (8.2)Net cash outflow from financing activities. . . . . . . (27.5) (12.8) (68.4) (29.1) (19.0)

Net increase/(decrease) in cash and cashequivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A$(10.8) A$ 9.1 A$ (34.2) A$ (19.4) A$ (1.5)

Fiscal 2017 half year compared with fiscal 2016 half year

Net cash inflow from operating activities decreased A$1.8 million (or 6.5%) from A$27.5 million inthe fiscal 2016 half year to A$25.7 million in the fiscal 2017 half year. The decrease was principally dueto a progress claim payment due December 2016, which was not received until January 2017.

Net cash outflow from investing activities decreased A$9.6 million (or 53.9%) from A$17.8 million inthe fiscal 2016 half year to A$8.2 million in the fiscal 2017 half year. This decrease was principally dueto a A$13.4 million reduction in payments for property, plant and equipment and intangibles, partiallyoffset by a A$4.7 million reduction in dividends received from our AUMS joint venture.

Net cash outflow from financing activities decreased A$10.1 million (or 34.7%) from A$29.1 million inthe fiscal 2016 half year to A$19.0 million in the fiscal 2017 half year. The decrease was due to a netreduction in repurchase of Existing Notes and proceeds/payment from reset of cross currency interestrate swaps of A$18.1 million, offset by an increase of A$8.0 million in finance lease repayments.

Fiscal 2016 compared with fiscal 2015

Net cash inflow from operating activities increased A$32.3 million (or 90.5%) from A$35.7 million infiscal 2015 to A$68.0 million in fiscal 2016. The increase was principally due to a A$36.1 million increasein receipts from customers, and a A$8.6 million decrease in interest paid, partially offset by a A$13.3million increase in payments to suppliers and employees.

Net cash outflow from investing activities increased A$20.0 million (or 144.9%) from A$13.8 million infiscal 2015 to A$33.8 million in fiscal 2016. This increase was principally due to a reduction of A$16.3million in dividend and loan repayments received from AUMS, and a reduction in proceeds from sale ofproperty, plant and equipment of A$4.2 million.

Net cash outflow from financing activities was A$68.4 million in fiscal 2016, an increase of A$55.6million from an outflow of A$12.8 million in fiscal 2015. This increase was primarily due to netrepurchases of Existing Notes and proceeds/payment from reset of cross currency interest rate swaps ofA$63.2 million, partially offset by a A$5.5 million reduction in finance lease repayments.

Fiscal 2015 compared with fiscal 2014

Net cash inflow from operating activities decreased A$14.6 million (or 29.0%) from A$50.3 million infiscal 2014 to A$35.7 million in fiscal 2015. The decrease was principally due to a A$87.3 milliondecrease in receipts from customers, offset by a A$67.0 million decrease in payments to suppliers andemployees and a A$6.2 million decrease in interest paid.

Net cash outflow from investing activities decreased A$19.8 million (or 58.9%) from A$33.6 million infiscal 2014 to A$13.8 million in fiscal 2015. This decrease was principally due to the receipt of a A$17.7million dividend received from AUMS in June 2015.

Net cash outflow from financing activities was A$12.8 million in fiscal 2015, a decrease of A$14.7million from an outflow of A$27.5 million in fiscal 2014. This decrease was primarily due to a A$16.7million reduction in finance lease payments during the period.

69

16308

Capital expenditures

Most of our capital expenditures relate to new equipment purchases for use in mine developmentand production services as well as diamond drilling services.

Our capital expenditures can fluctuate significantly depending on the business cycle and the statusof existing and new projects. During periods of slow or no growth, capital expenditures typically declineto approximately 10% of total revenue, predominantly spent on major equipment rebuilds andreplacement capital expenditures. As a result, we typically generate stronger cash flow from operationsduring such periods.

In contrast, during periods of high or rapid growth in revenue, our capital demands increase, drivenby the number of new projects commenced that require new equipment to be purchased. Although thecapital demands of different projects vary, growth and expansionary capital expenditure is approximately30%-40% of the annualized revenue for the new project if all new equipment is purchased.

Our capital expenditures were A$58.4 million in the half year ended December 31, 2016, A$51.9million in fiscal 2016, A$48.8 million in fiscal 2015 and A$53.0 million in fiscal 2014.

We expect capital expenditures to be approximately A$85 million in fiscal 2017 and between A$75—80 million in fiscal 2018. We seek to prudently manage our capital expenditures. For example, anyexpenditure above A$75,000 requires approval of our Board of Directors.

Historically, capital expenditures have been funded by a combination of operating cash flow, debtand finance leases.

Indebtedness

As of December 31, 2016, we had debt of A$450.9 million, excluding the Shareholder Loan Notes.For a discussion of the Shareholder Loan Notes, see “Description of Other Financing Arrangements.”

In May 2013, Barminco issued the Existing Notes to raise gross proceeds of US$485.0 million.Utilizing proceeds from the reset of the related cross-currency interest rate swap and existing cashreserves, we repurchased an aggregate of US$185.3 million of Existing Notes between December 2014and December 2016. As of December 31, 2016, an aggregate of US$299.7 million was outstanding andare fully hedged using a reset cross-currency interest rate swap with principal and interest paymentsfixed in Australian dollars. This is an unsecured borrowing and remains repayable on June 1, 2018.

These repurchases have enabled Barminco to benefit from a lower fixed interest rate on theAustralian dollar leg of the swap, thus reducing the overall notional A$ amount of principal outstandingand reducing interest expense.

New Credit Facility

Promptly after completion of the offering of the Notes, we expect to enter into a new 3-year A$100.0million revolving credit facility. See “Description of Other Financing Arrangements—New Credit Facility.”

Lease liabilities

We lease various plant and equipment that had a lease liability value at December 31, 2016 ofA$38.6 million under finance leases expiring within one to five years. For a discussion of the equipmentfinancing arrangements, see “Description of Other Financing Arrangements—Asset finance.” Included asfinance lease liabilities are net amounts owing to the East Kundana Joint Venture (“EKJV”). Under theterms of the underground mining services project awarded to Barminco in July 2016, Barminco acquiredthe use of fixed assets amounting to A$17.9 million on rental over a period of three years. The liability isnetted off against amounts receivable from EKJV amounting to A$7.3 million.

AUMS secured loans

AUMS has loans from banks and other lenders that are secured by substantially all its assets. Noneof the loans have recourse to Barminco.

70

96405

Contractual obligations and other commitments

The following table summarizes significant contractual obligations and commitments as ofDecember 31, 2016.

(in millions) 2017 2018—2019 2020—2021 after 2021

Payments due in fiscal year ending June 30,

Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A$1.7 A$6.5 A$6.9 A$5.1Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8 30.8 2.4 —Employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.2 4.4 — —Capital commitments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.0 — — —9.00% Senior Notes due 2018(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 416.2 — —Shareholder Loan Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 19.2

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A$56.7 A$457.9 A$9.3 A$24.3

(1) The disclosed value represents the principal amount only and excludes interest.

Adjusted contractual obligations and other commitments

The following table summarizes significant contractual obligations and commitments as of December31, 2016 on an as adjusted basis after giving effect to the offer of the Notes and the application of theproceeds to repay all Existing Notes.

(in millions) 2017 2018—2019 2020—2021 after 2021

Payments due in fiscal year ending June 30,

Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A$1.7 A$6.5 A$6.9 A$5.1Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8 30.8 2.4 —Employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.2 4.4 — —Capital commitments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.0 — — —6.625% Senior Secured Notes due 2022(1) . . . . . . . . . . . . . . . . . . — — — 484.1Shareholder Loan Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 19.2

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A$56.7 A$41.7 A$9.3 A$508.4

(1) The disclosed value represents the principal amount only and excludes interest.

Other than the operating leases (which are primarily in relation to the rental of property) as set outin the tables above, Barminco does not have any material off balance sheet arrangements.

Quantitative and qualitative disclosure about financial risk

Barminco’s activities, and the debt required to fund these activities exposes it to a variety of financialrisks: currency risk, interest rate risk, credit risk and liquidity risk.

Currency risk

Barminco is exposed to currency risk on sales that are denominated in a currency other than itsfunctional currency, the Australian dollar. 99.7% of our sales for the half year ended December 31, 2016are denominated in Australian dollars and the remaining sales are primarily denominated in IndianRupees.

In respect of other monetary assets and liabilities held in currencies other than the Australian dollars,Barminco ensures that the net exposure is kept to an acceptable level by buying or selling foreigncurrencies at spot rates when necessary to address short-term imbalances.

The risk is measured using sensitivity analysis and cash flow forecasting. For a sensitivity analysison foreign exchange risk, please see note 20(c) to the 2016 Financial Statements.

In connection with the closing for the offer of the Notes, we have entered into the Currency andInterest Rate Hedges. For details, see “Description of Other Financing Arrangements—Currency andInterest Rate Hedges.”

71

75258

Interest rate risk

For information on interest rate risk, see note 20(d) to the 2016 Financial Statements.

Credit risk

Credit risk arises from the receivables from customers. Our exposure to credit risk is influencedmainly by the individual characteristics of each customer. Under our systems and procedures, each newcustomer is analyzed individually for creditworthiness before our standard payment and delivery termsand conditions are offered. The exposure to credit risk is monitored on an ongoing basis. The reviewincludes external ratings, when available.

Liquidity risk

Our approach to managing liquidity is to ensure, as far as possible, that Barminco will always havesufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, withoutincurring unacceptable losses or risking damage to our reputation.

We manage liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowingfacilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles offinancial assets and liabilities. For further information on liquidity risk, see note 20(b)(iii) to the 2016Financial Statements.

72

58933

INDUSTRY OVERVIEW

Barminco operates within the mining services sector of the resources and mining industry, with afocus on production and production-related development activity, rather than exploration.

The mining services industry

Mining companies can utilize their own equipment and personnel in the mining process or employthe assistance of external parties to perform the services on their behalf, forming the basis of the miningservices industry. The mining services sector broadly consists of contract mining (underground and opencut) and other mining services. Underground contract mining can be classified according to geology aseither hard-rock mining (the excavation of hard minerals, being ores containing metals such as gold,silver, iron, copper, zinc, nickel and lead) or soft-rock mining (the excavation of commodities such ascoal, salt or oil sands).

A broad overview of the mining services sector is set out below.

Mining services sector

Contract mining

Underground

Hard-rock

Soft-rock

Barminco focus

Hard-rock

Soft-rock

Open cut

Other associatedmining services

Diamond drilling(core sampling)

Crushing andscreeningProjectmanagementand consultingEngineering andconstructionservicesMining suppliesand equipmentEquipment hire

Barminco operates primarily in the underground contract mining market, providing hard-rock miningservices. Barminco also offers ancillary mining services, including diamond drilling.

Global contract mining industry

The demand for underground hard-rock contract mining services is ultimately dependent on two keydrivers:

• the volume of development and production from underground hard-rock mining projects; and

• industry and management preferences for contract mining versus owner-operated mining.

The contract mining market is expected to benefit as production levels increase and as mine ownersmove away from the stringent cost-cutting seen in recent years and toward hiring more contractors.

Australia’s contract mining industry

The Australian contract mining market is expected to grow with increased production volumes fromexisting and greenfield mines and as mine owners shift toward a contracting model. Historically, the

73

18035

proportion of contracted Australian gold production increased from 58% in 2006 to 73% in 2016 and theproportion of contracted Australian copper production increased from 49% in 2006 to 62% in 2016.

Until relatively recently, strong commodity prices driven by Asian demand resulted in a mininginvestment boom that led to a considerable lift in contract mining volumes in Australia over the pastdecade. In the ten years ended June 30, 2011, contracting activity more than doubled to reach A$12.5billion. The coal sector was the dominant player, accounting for approximately 36% of the contractedmine production services.

Since then, weaker commodity prices, rising cost pressures and a relatively stronger exchange ratehave seen contract mining growth slow. Across fiscal 2016, it is estimated that contract mining activityfell marginally, with declines in the coal sector partially offset by rising levels in iron ore and gold. Thetotal Australian contract mining market (including underground and surface mining) is estimated to havebeen worth A$13.5 billion as at June 30, 2016, with our addressable market of base and precious metalsworth approximately A$2.1 billion.

The Australian base and precious metals contract mining market has shown relative stabilitycompared to other contract mining segments (e.g. coal, iron ore and oil and gas) with an averageindustry revenue of approximately A$2.4 billion from 2006 to 2016 and is forecasted to grow at acompound annual growth rate of 3.9% per annum from 2016 to 2020, driven by increasing productionvolumes at existing and greenfield projects, continued shift from owner-operators to a contracting modeland continued growth in scope of existing projects. The value of the gold segment is forecasted to growfrom A$1.2 billion in 2016 to A$1.3 billion in 2021, representing a compound annual growth rate of 1.8%per annum. Over the same period, the value of nickel contract mining services is forecasted to grow at acompound annual growth rate of 6.7%, while silver, lead and zinc are collectively forecasted to grow at acompound annual growth rate of 7.9% per annum.

Australian base and precious metals contract mining market 2006 - 2021 (forecast)

(in millions)

Source: BIS Oxford Economics

Australia’s underground contract mining industry

There are fewer underground base and precious metal mines operating in Australia compared to adecade ago, although current mines are larger on average given many smaller operations have sufferedas a result of difficult global funding conditions, a strong Australian dollar and falling commodity prices

74

37671

post 2008 - 2009. As at January 2015, there were 75 operational underground mines in Australia, 29 ofwhich have engaged contract miners to perform development and/or production services.

We believe that underground mining will increase in the future as mining companies targetunderground deposits to meet demand in light of declining reserves and ore grades at open cutoperations. As the depth of underground mines becomes deeper, and the grade becomes morechallenging to process, we also believe there will be a tendency for mining companies to transition fromowner-operator to specialist contractors in a bid to reduce per unit costs through increased efficiency andproductivity. Our leading market position in the underground mining services market in Australia positionsthe company to take advantage of this market growth.

Global underground contract mining industry

In addition to operating in Australia, Egypt and India, Barminco in the future may consider enteringthe underground contract mining markets in Canada, Latin America and southern Africa.

Global exploration spend has fallen over the past few years since reaching all-time highs in fiscal2012 as low commodity prices continue to weigh on exploration expenditure. Australia’s explorationspend has decreased materially since 2013, with low commodity prices weighing on explorationexpenditure, albeit Australia remains the fifth largest contributor to exploration expenditure since 2004.Latin America and Africa continue to contribute the highest proportion of spend, with exploration in bothregions being driven in particular by gold, given positive drilling results.

The strong forecasted growth in exploration and development spend, especially into moreinaccessible and foreign areas in developing markets (thereby increasing the need for specialized skillsdue to unfamiliar terrain, limited access to equipment and a specialized labor force), will likely result in agood pipeline of projects in the medium term.

Our focus on less mature mining markets and those with limited or no established strong contractminers will allow us to leverage our existing relationships and our global capabilities and reputation whenentering these markets.

Benefits of contract mining

Contract mining provides key benefits to mine owners. These benefits include reducing the financialand operational risk for mine owners and allowing mine owners to focus on core capabilities such asmanaging a mineral asset portfolio, exploration and sales and marketing. In addition, outsourcingoperations to contract miners such as Barminco provide mine owners access to specialized expertiseand global best practice (particularly important for small/mid-cap mine owners who may lack thenecessary capabilities, or where ore bodies are particularly complex e.g. narrow vein mining).

Contract mining also offers mine owners greater flexibility to scale labor and equipment rapidlybased on production targets and superior safety performance with consequently less reputational risk tomine owners. In some instances, costs are potentially lower versus an in-house operation. This lowercost could be driven by better productivity of a contract miner with contract miners typically havingaccess to and updates on the latest mechanized and automated mining advances. Further, contractminers may benefit from procurement scale benefits in relation to purchases of new equipment andconsumables as well as lower funding costs (versus small/mid-cap mine owners) for any upfront capitalinvestment.

These benefits become increasingly important during periods of strong commodity price movements.During upswings in commodity prices, contractors tend to fare well as new mines attempt to ramp upquickly. Likewise, in downswings, contracted sites may decline, as mine owners seek to control andreduce costs by moving work in house, or suspend operations.

Competitive landscape

Within Australia, mining contractors have become an established part of the mining industry. Asignificant number of the underground mines in Australia use contractors for their entire underground

75

89236

mining function. Of the remaining miners which conduct in-house mining, most use mining contractorseither for part of their mining function or intermittently for specialist tasks.

Due to the high concentration in the industry, high capital requirements, and specialized skillsrequired, there are a small number of key players with small differentials between the companies andcapabilities offered. We are a market leading player in the underground hard-rock contract mining sectorof Australia. Management estimates Barminco’s market share to be approximately 33%.

Australian underground contracting market share(1)

Byrnecut

33%

Otherunderground

contractminers

33% 33%

Source: Management estimates

(1) By number of underground contracts valued at more than A$2 million per month.

In Australia, Byrnecut is our largest competitor. Byrnecut operates as a privately owned globalunderground hard-rock mining services company with operations extending to Africa, the Middle East andAsia. Within the African market, mine owner adoption of mining contractors varies from region to region.Mature markets (for example, South Africa) have an established contract mining industry. In thesemarkets, we compete against both contract miners and owner-operators. Some key internationalcompetitors with African operations include Redpath, Murray & Roberts, Byrnecut and Shaft Sinkers.Emerging African markets (for example, Ghana) have a limited history of underground contract mining.Across the emerging African markets, we estimate that the AUMS joint venture conducts the majority ofthe underground mining undertaken by contractors. For more information on our key competitors, see“Business—Competitive landscape.”

Commodity market overview

Commodity prices impact the revenue generation and profitability of our clients, which in turnimpacts the demand for our services. Our mining services revenues are associated with and influencedby the long run decision of the mine owner to continue producing and developing and not by short-termfluctuations in commodity prices. Mine owners will continue to operate as long as revenue covers thecost of production at an acceptable margin. A key per unit measure of this concept is the extent to whichcommodity prices are in excess to mine cash costs. All of our contracted mines have favorable cash costprofiles providing significant operating buffers for the business. In addition, it is often more costly to stopand start mines in production than to ride out short term commodity price movements.

Longer-term however, the commodity demand and supply profiles and associated commodity pricesare key drivers of development meters and production volumes.

Our customers are predominantly gold, zinc and nickel miners collectively representing 96.7% of ourrevenue for the twelve months ended December 31, 2016.

76

20884

Gold

Gold is mined on every continent with the exception of Antarctica. In the five years ended June 30,2016, annual demand for gold was, on average, 4,224 tonnes. Jewelry accounts for 47% of totaldemand, followed by investment demand which accounts for a further 36%.

Annual world gold demand (2012 - 2016) Annual world gold supply (2012 - 2016)

Source: World Gold Council Source: World Gold Council

Jewelry demand. Jewelry demand is affected by desirability, income levels, price and pricevolatility, as well as a variety of socio-economic and cultural influences. 56% of jewelry demand comesfrom two countries—China and India. The high gold price helped push global jewelry demand to seven-year lows, with weakness in India and China explaining 273 tonnes (79%) of the 347 tonne drop inannual global jewelry demand in 2016.

Investment demand. Investment demand was up 70% in 2016, reaching its highest level since2012. This was prompted largely by President Trump’s conciliatory acceptance speech and the FederalOpen Market Committee’s interest rate decision, which triggered outflows in the end of 2016. Retailinvestors’ positive responses to the price fall pushed bar and coin demand to its highest quarterly levelsince the 2013. China assisted in boosting global demand, whilst India was disrupted by the shockdemonetization announcement in November 2016, which led to a widespread surge to convertunaccounted money into gold.

Technology demand. Upwards of two-thirds of all industrial demand arises from the use of gold inelectronic components given its high thermal and electrical conductivity and its outstanding resistance tocorrosion.

Traditionally, the annual supply of gold comes from a combination of newly mined gold, themobilization of central bank reserves and the recycling of above ground stocks. In the five years endedJune 30, 2016, the annual supply of gold averaged 4,393 tonnes, 71% of which came from newly minedsupply (net of producer de-hedging), 29% from the recycling of fabricated products, principally jewelryand 1% from net official sector sales.

77

70490

There are a number of factors expected to affect the supply of gold from mining activities in thefuture:

• the rate of new discoveries is declining;

• new projects are generally more technically difficult and lower grade; and

• increasing environmental and social hurdles leading to permitting delays.

World gold demand World gold supply

0

2,000

4,000

6,000

8,000

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

(t) CAGR: 1.5%

0

20,000

40,000

60,000

80,000

100,000

120,000

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

CAGR: 1.7%(koz)

Source: AME Source: AME

Between 2006 and 2016, global demand for gold has increased by 15.6%, from 3.98kt to 4.61kt.Global demand jumped to 5.4kt in 2013, as a fall in gold prices in the first half of 2013 increaseddemand within the jewelry sector significantly. Demand subsequently returned to 4.4kt in 2014, as goldprices stabilized, with demand growing at a compound annual growth rate of 2.7% over the last twoyears.

Mined gold supply is expected to grow steadily over the short to medium term. More stable goldprices are anticipated to support both new projects entering the market and projects currently in care andmaintenance returning to production. Supply is anticipated to remain globally diverse, with theproportional mined supply from Central and South America in particular expected to grow.

The price of gold, unlike many other commodities, has traditionally been influenced by a number offactors including the activities of the central banks to back local currency, safe haven purchases inresponse to geopolitical tensions, poor economic growth, commercial reasons stemming from its metallicproperties and for jewelry particularly within emerging economies.

London Mercantile Exchange spot gold prices (2001 - 2016)

0

500

1,000

1,500

2,000

FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16

(A$oz)

Source: BIS Oxford Economics

Nickel

Nickel is used primarily as an alloying element due to its high melting point and resistance tocorrosion, with approximately 65% of world nickel consumption in 2016 being used in stainless steelproduction. End use sectors that drive nickel demand include building and construction, transportation(particularly automotive and aerospace), chemical and processing and energy.

78

86669

In 2016, at 2.2mt, global mined nickel demand was 55% greater than in 2006, when it was 1.4mt.Growth in demand for mined nickel over this period was also heavily driven by Asia, although thelocation of nickel smelter close to sources of mined nickel has led to a greater geographical distributionof global mined nickel demand. Mined nickel demand in Asia fell from 1029kt in 2014 to 976kt and 980ktin 2015 and 2016, respectively, as Chinese stainless steel producers drew down upon large stockpiles ofnickel ore that was built up in anticipation of a ban on the export of unprocessed ores from Indonesiathat came into effect in 2014.

Mined nickel demand is forecasted to return to growth in the near term, with Chinese stockpiles ofIndonesian ore (built in anticipation of Indonesia’s ban on unprocessed ore exports) nearing depletion.Continued growth in stainless steel end-use demand from developing nations in Asia is forecasted tosustain moderate mined nickel demand growth over the short to medium term.

Nickel production has traditionally been impacted by both macroeconomic environment and supply-side disruptions. Between 2006 and 2013, mined nickel supply from Indonesia grew over 400%, from165kt to 835kt, with Indonesia producing 28.6% of global mined nickel in 2013. Indonesian supplyreductions following the ban on unprocessed ore exports have resulted in the Philippines becoming thelargest producer of mined nickel, accounting for 17.7% of world production in 2016, followed by Canada(12.9%), Russia (11.1%), New Caledonia (10.0%) and Australia (9.8%).

Mined nickel supply is forecasted to rebound in the near term following three years of muteddemand growth and lower prices. The majority of this supply growth is expected to come from neweroperations, primarily within Southeast Asia, that have been either delayed, are operating at reducedcapacities or were curtailed due to lower nickel prices in recent years.

Global mined nickel demand Global mined nickel supply

0

1,000

2,000

3,000

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

CAGR: 4.5%(kt)

0

1,000

2,000

3,000

4,000

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

CAGR: 3.0%(kt)

Source: AME Source: AME

Historical nickel prices have moved broadly in line with demand and supply trends. Average annualprices have fluctuated from a low of A$11,296/t in 2002 to a high of A$48,230/t in 2007. Nickel pricesdeclined significantly in the months leading up to the liquidity crisis in 2008 - 2009, although improvingunderlying demand has provided support for prices.

Nickel commodity prices (A$t)

0

10,000

20,000

30,000

40,000

50,000

FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16

(A$t)

Source: BIS Oxford Economics

79

17949

Zinc

Global consumption of zinc has increased significantly over the past several decades, as developedcountries continued to industrialize and developing countries rapidly escalated metal production. It isestimated that zinc consumption from the construction sector accounts for approximately 40 - 45% ofglobal zinc end-use demand, while consumption from the transport and consumer durables sectors areestimated to account for around 26 - 27% and 23 - 25%, respectively. The global demand for mined zincincreased at a compound annual growth rate of 3%, from 10mt in 2006 to approximately 14mt in 2016.There was a marked increase in demand during the recovery period in 2010 following the global financialcrisis, as smelters and downstream producers aimed to secure longer term supply.

Smelter demand for Zinc concentrate is forecasted to continue its steady growth over the short tomedium term. Short term demand growth is forecasted to be driven by ongoing development andinfrastructure investment within China and Southeast Asian countries, with demand shifting to otherdeveloping nations such as India and Brazil in the medium term.

Zinc supply has been driven by smelters looking to take advantage of higher zinc prices resultingfrom ongoing industrialization, particularly from developing Asian nations. In 2016, 13.2mt of zinccontained in concentrate was produced globally, with approximately 42.7% of this supply coming fromChina. Increased zinc supply from China, growing from 2.91mt in 2006 to 5.64mt in 2016, has been themajor driver in global zinc concentrate supply growth over the last ten years. Overall global supply hasfallen slightly since 2014 with major concentrate production curtailments in North America and Australia.Global zinc concentrate demand in 2016 was greater than mined supply, however stockpiled concentratein China has minimized price increases, continuing to place pressure on marginal zinc mining operations.

With the zinc market seeing a global concentrate deficit in 2016, exacerbated by production cutsfrom major producers, resurgent zinc prices are forecasted to support sustained growth of mined zincsupply over the short to medium term. Globally, new projects and expansions are planned across severalregions during this period, including major new projects and expansions in Peru and India.

Global mined zinc demand Global mined zinc supply

0

5,000

10,000

15,000

20,000

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

(t) CAGR: 3.1%

0

5,000

10,000

15,000

20,000

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

CAGR: 2.4%(kt)

Source: AME Source: AME

A constraint to the continued growth of refined zinc production going forward is new environmentalregulations in China, that will apply restrictions to the size and power of Chinese zinc smelters in a bid toreduce the use of coal-based power generation. While zinc smelters are not considered to be aspolluting as steel producers, the reductions in coal usage may affect production.

Zinc prices dipped in late December 2015 as fundamentals weakened amid a slowdown in China’seconomic growth. However, zinc prices have since trended upwards as demand improved. Increasedconsumption globally and a resurgence in Chinese appetite for zinc is expected to drive globalconsumption going forward, most notably due to demand for zinc in galvanized steel and automotive

80

60008

manufacturing. Although relatively high, zinc prices are still well below the levels reached in fiscal 2007when undersupply served to boost prices.

Zinc commodity prices (A$t)

0

1,000

2,000

3,000

4,000

5,000

FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16

(A$t)

Source: BIS Oxford Economics

Copper

The world’s consumption of copper has increased significantly in the past 30 years, with the rate ofindustrialization, especially in the fast developing economies of China and India, having created a highlevel of copper demand over the past decade. Demand for copper is primarily driven by construction,electronics and electronic products, transportation, industrial machinery, consumer and general products.Between 2006 and 2016, global copper in concentrate demand increased from 12.1mt to 16.2mt, withapproximately 35% of that increase driven by Asian copper demand.

Demand for copper in concentrate is forecasted to continue growing at a rate comparable to that ofthe last decade in the short to medium term. Copper smelting capacity in China, India and thePhilippines is expected to continue to increase, underpinning demand growth from the Asia region.Constrained copper scrap supply is also expected to support demand for first use copper andconsequently concentrate.

Copper supply is driven by production rates at copper mines around the globe, as well as theamount of scrap metal that is available for reuse. From 2006 to 2016, annual global copper inconcentrate supply rose by 33% from 12.2mt to 16.2mt, at a compound annual growth rate of 2.9%.

Robust near-term supply growth is forecasted for copper in concentrate, as a number of projectsramp up to full nameplate or expanded capacity. Several other new projects, currently in construction,are also nearing completion. The majority of the growth in copper supply is expected to come fromoperations in the Central and South American region.

Global copper in concentrate demand Global copper in concentrate supply

0

10,000

20,000

30,000

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

CAGR: 3.0%(kt)

0

10,000

20,000

30,000

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

2006-2016 CAGR: 2.9%(kt)

Source: AME Source: AME

A number of factors are expected to constrain the continued growth of commercial copper productionand provide support to prices. In an environment of declining head grades, supply is expected to comefrom more remote and deeper deposits that may have higher capital expenditure requirements. Copper

81

51981

supply may also be hampered by labor disputes, slower than anticipated ramp ups, cost over runs, longequipment lead times, weather related issues and other technical issues. Furthermore, Asia has limitedinternal copper reserves and is expected to account for approximately 50% of global demand until 2030.

Copper pricing generally reflects the worldwide copper supply and demand balance, and its usage isseen as a barometer of industrial activity and economic growth. While prices have displayed considerablevolatility in the past decade, a recovery in demand combined with supply constraints has driven recentelevated copper prices, with a number of other factors including the prospects of increased industrialactivity under the Trump presidency and increased demand from China expected to continue to promoteprice increases going forward.

Copper commodity prices (A$t)

0

2,500

5,000

7,500

10,000

FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16

(A$t)

Source: BIS Oxford Economics

82

64539

BUSINESS

Company overview

Barminco is a market leader in the underground hard-rock development and production contractmining sector. Our contract mining business involves the provision of equipment, personnel and technicalexpertise to conduct underground operations for producing mining companies, primarily in the gold, nickeland zinc sectors as well as copper and tin. In addition to contract mining, we also provide undergrounddiamond drilling (core sampling) services for the exploration and definition of ore reserves.

In Australia, we operate at 10 sites, located in the states of Western Australia, Queensland andTasmania. At these sites, we have 14 projects, comprising eight contract mining projects and sixdiamond drilling projects. In Africa, we have two projects in Egypt where we operate directly, comprisingone contract mining project and one diamond drilling project. In India we have one mining project weoperate directly. In addition, we have a 50% interest in AUMS, which provides underground hard-rockcontract mining services to mining companies in certain countries in West and East Africa. The other50% interest in AUMS is held by Ausdrill, an ASX-listed company. AUMS currently operates across foursites in Ghana, Burkina Faso and Tanzania.

In the twelve months ended December 31, 2016, we recorded revenue of A$536.4 million, AdjustedEBITDA of A$112.4 million and a NPAT of A$64.1 million. For the fiscal 2017 half year we recordedrevenue of A$292.0 million, Adjusted EBITDA of A$57.0 million and a NPAT of A$6.2 million.

The following charts show Barminco’s percentages of revenue by commodity and geography for thetwelve months ended December 31, 2016.

Revenue by commodity (1) Revenue by geography

(1) Excludes fibrecrete, shared services and other revenue which collectively represent <1% of total revenue.

Company history

In 28 years of operations, we have grown from a contract miner servicing junior and mid-tier clientssolely in Australia to an underground hard-rock mining specialist servicing some of the world’s largestmining companies globally.

Barminco was established in 1989 by Peter Bartlett to provide contract mining services to theWestern Australian mining industry. The business developed its capability in underground mining servicesat the same time as decline access mining became the preferred underground mining method in WesternAustralia.

We expanded our business in 1995 when we added our diamond drilling division to our coreunderground hard-rock mining business. The diamond drilling division won its first contract at the Plutonicgold mine in Western Australia in 1995. We acquired Concrete and Crushing Australia in 2003, aconcrete and crushing business and following the acquisition, formed our crushing and screening division.

In August 2007, Gresham Private Equity and certain members of Barminco’s management acquireda majority interest in Barminco, with founder Peter Bartlett retaining a significant interest.

83

29330

In October 2007, Barminco formed AUMS with Ausdrill to provide underground hard-rock contractmining services to mining companies in West Africa. In 2009, Barminco also expanded into Africa in itsown right, securing a mining services contract with Pharaoh Gold Mines NL at its Sukari Hill project.

In December 2016, Barminco continued to expand geographically into India, securing a contract withHindustan Zinc at its Rampura Agucha zinc mine.

Our operating businesses are grouped into the following three principal divisions: undergroundcontract mining, diamond drilling and joint venture interest in AUMS. The selected financial information inthe table below is for the twelve months ended December 31, 2016.

Revenue A$536.4 million

Adjusted EBITDA: A$112.4 million

Underground Contract Mining Diamond Drilling AUMS

Core service offering with operationsin Australia, Egypt and India

• Provides both development andproduction services to the miningindustry – Drilling– Charging– Blasting– Loading and hauling

• Customers are predominantly largegold, nickel and zinc miners

• Provides underground drillingservices for mineral grade controland orebody definition, withoperations in Australia and Egypt

• Services include the provision of– Diamond drilling rigs– Skilled drilling personnel– Core orientation tools– Down hole survey equipment

• 50/50 joint venture with Ausdrillproviding underground contractmining services in West & EastAfrica

• Provides both development andproduction services to the miningindustry– Drilling– Charging– Blasting– Loading and hauling

• Customers are predominantly largeproducing gold and zinc miners

Selected financials

• Revenue: A$486.5 million

• EBITDA : A$100.2 million

Selected financials

• Revenue: A$45.6 million

• EBITDA : A$5.9 million

Selected financials:

• Dividends received from AUMS:A$4.1 million

Note: Revenue for the divisions includes fibrecrete, but excludes services to AUMS and other revenue which collectively

represent less than 1% of total revenue. EBITDA of Underground Contract Mining and Diamond Drilling does not sum to

Adjusted EBITDA of A$112.4 million as the figures do not adjust for A$1.9 million of redundancy costs, A$4.1 million of

AUMS cash dividends and exclude net crushing and screening and shared services EBITDA of A$0.3 million.

Underground contract mining. Our underground contract mining division provides specialized mineproduction and development services to mining companies including jumbo development (the tunnelingdevelopment of underground mines); ground support; fibrecreting; production drilling and blasting; andextraction and haulage, primarily in the gold, zinc and nickel sectors.

• Our production mining services involve production drilling, charging, blasting, loading and haulingof material to the surface. Production mining utilizes various methods and specialized equipmentdepending on the particular application and point in the production cycle. We target productionapplications that are compatible with our core fleet and our fleet size, and optimized equipmentthrough in-house rebuilding, providing flexibility to start contracts on time and with as-newequipment.

• Our development mining services involve the construction of an inclined, declining or horizontaltunnel using jumbo development drills. Our development mining services are focused on theplanning, development and construction of mine infrastructure. Our core business is focused onhigh speed mechanized mining, utilizing hard-rock electric/hydraulic jumbo drills and diesel enginepowered equipment. We have significant experience in the management and operation of jumbodevelopment projects and a modern fleet of equipment. We have maintained strong productivitydue to our high caliber people, equipment and processes, including utilization of our proprietary

84

52952

fibrecrete research and development program. With the development of larger, more mechanizedand efficient equipment, decline access mining is increasingly being used as the optimal solutionfor many mines given the rapid development of the decline, enabling early access to and miningof underground ore reserves. The advantage of decline access mining over shaft mining is that itallows the vertical extension of the mine to progress in conjunction with production of the upperore body. In contrast, shaft mining requires full construction of level accesses, loading stations,and other services, as well as full commissioning, prior to production of the ore body.

Diamond drilling. Our diamond drilling division provides underground drilling services for mineralexploration and defining ore reserves. Diamond drilling is generally used for exploration activities, as wellas the delineation of mineral resources and ore reserves, which can lead to extending the production lifeof mines. The technique uses an annular drill bit with an industrial-grade diamond crown to cut acylindrical core through solid rock which is extracted, analyzed and assessed for such criteria as oregrade and rock structural information.

AUMS. We have a 50% interest in AUMS, which provides underground hard-rock contract miningservices to mining companies in certain countries in West and East Africa. The other 50% of AUMS isowned by Ausdrill.

Mining services value chain

Our operational businesses cover a broad spectrum of the mining services value chain. The tablebelow illustrates the segments of the value chain in which we operate.

Description

Explore Market andDivest

ProcessHaulMine

Barminco’s segment participation

Develop andConstruct

Evaluate

Activities

ActivityDrivers

Explorationexpenditure, drivenby commodity prices(2)

Mine capitalinvestment inconstruction anddevelopment

Production levels,driven by operationaland capitalexpenditure

Production levels Production levels

Determine presenceof viable resources

Determine profitabilityof project

Plan, develop andconstruct mine andsite infrastructure

Develop and producefrom ore reserve

Transport mined oreto processing plant

Sell product and endoperations

Extract saleableproduct and disposeof residue

Exploitationdrilling

Scoping studies UndergroundminedevelopmentFibrecreting

Undergrounddevelopment forproduction

Technical support services3rd party supply /maintenance

Undergroundhard-rock mining

Grade controldiamond drilling(1)

Underground loadand haul

Mobile rockcrushing

(1) The final phase of drilling before mining commences. At this point the drill data set can be fine-tuned and the boundaries and

grade/tonnage component of the ore body can be defined.

(2) The overall economic climate, and commodity prices in particular, are relevant to all phases of the mining services value chain.

Business strengths

We believe Barminco has an excellent reputation and is the market leader in the Australianunderground hard-rock contract mining industry. We expect the opportunities for Barminco in theunderground hard-rock contract mining industry in Australia and internationally to grow over the next fiveyears. In addition, the complexity of underground mining and the organizational capability necessaryserve as a large barrier to entry into the industry.

We have established a reputation for reliability, efficiency and technical expertise in the highlyspecialized field of decline access mining. We believe our leading market position and our reputation areimportant competitive advantages as they provide the opportunity to participate in most new contracttenders, a key to selectively winning new contracts. In addition, we believe our scale affords us theability to respond to our clients’ needs more effectively and efficiently than our competition, as well asmaximize the utilization of employed capital, driving down costs.

85

73869

We are focused on the production phase of the mining value chain. The mining services that weprovide are essential to our clients’ ability to extract resources and generate revenue. For the twelvemonths ended December 31, 2016, 91% of our revenue was derived from mining production andproduction-related development activity as opposed to mining exploration and grade control. Theserevenues relate primarily to the tonnage of material moved or meters developed, and are not directlyrelated to the prices of underlying commodities or the grade of the ore that we remove.

We have proven leadership in maintaining high standards in health and safety. In all contractmining tenders, the contractor’s safety record is a significant criterion used by clients to awardcontracts—health and safety is “a license to operate.” Given the critical importance of safety in ensuringthe success of our business and welfare of our employees, we devote substantial resources tomaintaining our safety systems, including designing and evaluating processes, training, monitoring andanalyzing incidents. Our ongoing dedication to meeting our internal and our clients’ safety standards isreflected in our ability to renew and extend existing contracts. Our safety performance is internationallyrecognized and is a key competitive advantage in being invited to tender for new contracts as well as inretaining key operating personnel. We have received awards for our health and safety performanceincluding the Gold Safety Achievement Award from the Industrial Foundation for Accident Prevention, anon-profit organization in Australia, the 2012 Global Safety Award awarded by AngloGold Ashanti to theSunrise Dam mine project in Western Australia for which we operate underground development andproduction mining. We were also a winner and runner up in the 2016 Chambers of Minerals & EnergyInnovations in Safety Awards in the systems category.

Historical injury statistics (1)

0

1

2

3

4

5

FY12 FY13 FY14 FY15 FY16

Lo

st t

ime

inju

ry f

req

uen

cy r

ate

Barminco WA underground metalliferous mining

Source: Barminco, Safety Performance in the Western Australian Mineral Industry: Accident and Injury Statistics 2015 - 2016

report.

(1) Refers to Lost Time Injury Frequency Rate per million man hours worked.

We have long-standing, “sticky” relationships with a blue-chip customer base, which we believeoperate competitively on the cost curve. We have long-standing relationships with a diversified base ofblue-chip customers and contracts across a range of commodities. We have a strong track record ofrenewals and extensions that provide revenue stability in addition to reducing our counterparty risk. Therevenues from our clients are underpinned by long-life mines that are operating at relatively strongmargins.

Our contracts are also “sticky”, as once a mine contractor is on a mine site, the costs and risks toproduction continuity of replacing that mine contractor are high. It is also helpful in renewing contractsthat Barminco is the sole contract miner at all of the mine sites at which we operate, except theHindustan Zinc mine site in India.

As illustrated in the charts below, all of Barminco’s contracted gold mines have current cash costs at29% or more below current prices. Furthermore, all of Barminco’s contracted nickel mines are have

86

21404

current cash costs at 57% or more below current prices and all of Barminco’s contracted zinc mineshave current cash costs at 42% or more below current prices.

Gold C1 cash costs (A$/oz) Nickel C1 cash costs (A$/lb) Zinc C1 cash costs (A$/lb)

Source: Barminco, Bloomberg, respective company presentations

Note: Cash costs are a non-GAAP / non-IFRS measure that is useful in evaluating mine operational efficiency and profitability.

Cash costs for the contracted mines presented above include mining and processing costs, transportation, general and

administration costs and royalties. Forecasted fiscal 2017 C1 cash costs are based on presentations by the respective

companies. Nova Bollinger C1 cash costs are for forecasted fiscal 2018, reflecting completion of ramp up expected in

late 2017.

We have structured our contracts to provide flexibility and downside protection. While each of ourcontracts is uniquely structured to reflect the circumstances of our relationship with our customer, westructure our contract terms to allow us to effectively manage risks. Our contracts utilize both fixed andvariable elements. For the majority of contracts, fixed payments are included for items such asequipment ownership and certain staff labor costs at agreed resource levels with clients. In addition,typically 70-75% of our costs are variable including items such as direct labor, maintenance andconsumables that depend on the actual levels of production. Where possible, these variable costs areoften linked to indices (i.e. steel, spare parts and general consumables). The high proportion of variablecosts provides operating flexibility, allowing us to expand our operations and redeploy resources asconditions change. The majority of our contracts also contain rise and fall provisions that protect ourprofitability from changes in the costs of key inputs (such as labor, parts, fuel and explosives). We areable to structure contract terms to address events outside of our control including delays caused by thecustomer, force majeure events and latent ground condition and then pre-agree variation thresholds toprotect our downside risk for inaccuracies. We also structure our contracts so that we have no exposureto grade risk in the event the mineral content of the ore is lower than anticipated. In certain instances wecan also include provisions for costs associated with contract redundancies and contract terminationsresulting from mine closures by our clients where the employees are unable to be utilized on other sites.We do not have any fixed price turn-key contracts.

We have a defensive financial profile and have demonstrated earnings resilience “through the cycle.”Barminco has maintained stable earnings through the recent mining cycle, as illustrated in the chartbelow.

87

28912

Barminco’s Adjusted EBITDA performance through the cycle (A$ millions)

102 100 103 110

126

112 114

115

112

-80

-30

20

70

120

170

220

0

50

100

150

200

250

FY09

Average adjusted EBITDA¹ (A$111m)

FY10 FY11 FY12 FY13 FY14 FY15 FY16 LTM Dec-16

Adjusted EBITDA¹ (A$m) Average adjusted EBITDA¹ (A$111m) Gold (A$/oz) Zinc (A$/t) Nickel (A$/t) Copper (A$/t)

Ad

j. E

BIT

DA

(A

$m)

Co

mm

do

tiy

pri

ces

(in

dex

ed t

o 1

00)

198

175

125

83

(1) Adjusted EBITDA excludes Redundancy Costs and share of AUMS profits and includes AUMS cash dividends received. Prior to

fiscal 2013, Redundancy Costs have not been excluded.

Our defensive financial profile is supported by our long-term contracts, strong customer relationships,incumbent position at existing, cost-competitive mine sites and high barriers to entry of the undergroundcontract mining industry. In addition, we have leading and diverse operational capabilities with hightransferability of skilled labor and specialized equipment across a range of commodities which allows usthe flexibility to target the mines and commodities where we believe the most attractive opportunitiesexist and thereby match relative strengths in commodity cycles. For the twelve months ended December31, 2016, 63% of our revenues were derived from gold, our largest commodity exposure.

We have a strong pipeline of opportunities which underpin future growth. Barminco has an extensivepipeline of potential contract mining opportunities in Australia and internationally that underpin futuregrowth. As the market leader in the Australian underground mining services market with a strongreputation for safety and operational performance, Barminco is invited to tender for nearly all significantopportunities in the Australian underground mining services market.

88

24752

Australian opportunities

Telfer, Newcrest,Gold

Olympic Dam,BHP Billiton,Copper / Uranium,

Central Tanami,Northern Star, Gold

Stockman,Independence,

Copper / Zinc

Mt Lyell,Vedanta, Copper

Granny Smith,Gold Fields, Gold

Ernest Henry, Glencore, Copper / Gold

Tanami, Newmont,Gold / Copper

Cannington,South32, Silver

Mungari,Evolution, Gold

Cadia,Newcrest, Gold

Mt Morgans,Dacian Gold, Gold

Invincible,Gold Fields, Gold

Carosue Dam,Saracen Minerals, Gold

Carrapateena,Oz Minerals,Copper, Gold

International opportunities

Current Market

Markets with other underground properties

Zone 5, KhoemacauRosh Pinah, Glencore

Otjikoto, B2Gold

Skorpion, Vedanta

Damang, Goldfields

AUMSTenke, Freeport McMoRan

Obuasi, AngloGoldAshanti

Nyanzaga, Orecorp/ Acacia

Bagassi South, Roxgold

South Africa

Namibia Zambia

TanzaniaDRC

Ethiopia

Ghana

Mali

Burkina Faso

Egypt

Botswana

India

We have a flexible operating structure to respond to market changes. We have strong operationalcapabilities across metals with a focus on gold, copper and nickel as well as zinc and tin. 63% of ourrevenues in the twelve months ended December 31, 2016 were derived from gold, our largest commodityexposure. We believe that through our selective contract tendering and renewal process, in addition toour underground mining industry expertise, we have the flexibility to target the mines and commoditieswhere we believe the most attractive opportunities exist.

We are led by a highly experienced management team and strong Board of Directors. Ourmanagement team has substantial experience in the Australian mining industry. Our Chief ExecutiveOfficer, Peter Stokes, has over 25 years of Australian and international resources and mining servicesexperience across a number of disciplines including operations, mining consulting, marketing andgeology. Our Chief Financial Officer, Peter Bryant, has over 25 years of financial experience in theAustralian, the U.K. and the U.S. markets across both listed and private companies. Our Chief OperatingOfficer, Victor Rajasooriar, also has extensive experience in underground hard rock mining and incontract mining in both the Australian and North American markets.

Although Barminco is an unlisted private company, our Board of Directors is made up entirely ofnon-executive directors with deep mining industry knowledge and corporate experience. Our Board ofDirectors is led by Keith Gordon, our non-executive Chairman, who has over 25 years of experience inlarge global organizations. The other non-executive directors have experience at a senior level in mining,law and finance, all of which are relevant to our activities.

Business strategies

We aim to further strengthen our position as one of the leading underground hard-rock contractmining business in Australia as well as continue to execute our “Vision and Values” with a focus onmaintaining a strong balance sheet and cash flow profile:

Adhere to strict health and safety standards. Mining clients typically require potential serviceproviders to qualify for their safety standards before they are able to tender for new projects. We have along standing dedication to safety performance, which is recognized by our key clients and we willcontinue to seek ways to maintain and improve our strong safety standards and records across ouroperations. We will continue to focus on enhanced performance in the areas of health, safety,community, energy management and environment.

Leverage organizational capability. The organizational capability for underground mining is a largebarrier to entry and a clear differentiator of Barminco in the market. Our underground hard-rock mining

89

21982

know-how combines the people, the processes and systems to deliver efficient mining services to ourclients. We develop highly motivated staff with strict governance over business processes and weincentivize success. We have experience and expertise that our clients can rely upon to plan and toquickly respond to growth in a structured fashion.

Provide value through scale and efficiency. Our clients benefit from our flexibility to meet or exceedtheir planned schedules and we have the common goal to drive efficiency. Our focus on excellence is tomaximize utilization of employed capital which in turn drives down unit costs. These cost drivers extendavailable ore reserve and often extend mining scope, delivering a win-win situation for both parties. Ourstrategy to continually improve sustains our competitive advantage and deters competition from ownerminers.

Focus on profitable growth. We plan to continue to strengthen our ties with our existing majormining company clients to identify owner mines and target new conversion to our more efficient contractmodel and to actively pursue all major greenfield projects. We will seek out long life mines which willincrease our earnings visibility and reduce our costs by delaying the need for our redeployment of capitaland personnel. Our strategy is to maintain our position as a market leader in the Australian market andbecome a market leader in the broader global market. Our strategy will be to move into jurisdictions thatare likely to provide multiple project opportunities that will justify replicating our infrastructure and supplychain, and to enter with a low risk “seed” project to gain experience and establish a footprint.

Deliver client value through innovation. We strive for continuous improvement and innovationacross all areas of our business. Through the use of leading technology, data interpretation and processimprovement platforms, we aim to achieve industry leading best practice and efficiency improvementsacross all sites to deliver client value.

Maintain a prudent financial policy. We plan to maintain a prudent capital structure that will give usmaximum operational and financial flexibility. We believe our risk management policies will allow us tode-lever and strengthen our balance sheet as EBITDA grows. We intend to maintain ample liquiditythrough our New Credit Facility and cash on hand to optimize financial flexibility and will mitigate foreignexchange risk through our hedging plan. Our conservative capital expenditure plan requires Boardapproval for plans over A$75,000, which helps to ensure prudent spending.

Tendering process

Barminco is invited to tender for nearly all significant opportunities in the Australian undergroundmining services market. Barminco has designed its tender process to ensure that we focus our resourceson tendering for projects with the highest probability of success and those which are likely to generatethe maximum value for Barminco. During the tender process, Barminco receives detailed technicalinformation that assists us in assessing the likely operational costs. For some of the mines that Barmincobids for, we also have historical operating knowledge which increases our ability to accurately forecastthe costs. Barminco then conducts a detailed risk assessment of each project and undertakes a rigorouscost and pricing analysis to establish appropriate pricing and margins. The Board reviews all tendersprior to submission and full Board approval is required for each submission and any subsequentalteration to the business case, scope and pricing. Close management of this rigorous tendering processis critical to Barminco’s success in winning profitable contracts that are sustainable.

FY08

InvitationsTenders

11 14 16 22 13 11 1114 14810 18

6 0

13(1)

4(1)2(1)

16(1) 4(1) 9(1)

3(1) 1(1)

10(1)9 9 85

6

6322 404

Submissions

Shortlisted

Wins

Pending

FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 (2)

(1)

(3)

(1) Each includes at least one existing contract that went to competitive tender.

(2) Includes all tenders for the eight months ended February 28, 2017.

(3) Includes one tender in progress where no short list has been advised.

90

15246

The segments of the tendering process designed by Barminco to maximize probability of success aswell as value are detailed below:

Invitation to tenderReview of received information to • • •

•

••

•

••

••

•

•

•

•

•

•

•

•

••

•

•

•

•

•••

determine adequacyComplete Tender Checklist documentQuick assessment of scope, scale and strategic fitApproval to proceed or not to proceed (CEO/CFO/COO)

Evaluate financial/operating status of clientTenders department distribute company/project information to other departmentsFinance to conduct due diligence to determine risk and alignment with goalsLegal to review contract style andconditions

Evaluate current project statusTechnical assessment of projectInitial risk assessment (global risks)Decision whether to continue tender (CEO/CFO/COO)

Prepare tenderTenders and operations request/evaluate further information (mine design, geotechnical, historical production etc) and determine if client’s design/targets achievableLegal to conduct full review of contract terms/conditions and riskHR to determine recruitment requirements, earnings and salary information for model Finance to provide ownership costs and review insurance clausesMaintenance to provide new equipment availability, personnel numbers and costsPrepare tender model and populate with information required to determine contract ratesTender pricing calculated through cash flow analysis, taking into account margins, as well as net present value, rate of capital employed and payback period

Site visitComplete site visit check list (at least two persons to attend site visit)Prepare corporate Environmental Health and Safety (“EHS”) presentation

Tender review and submissionUndertaken five days prior to final submission to allow adequate time for changes and preparationConduct detailed desktop risk assessment following site visitPrepare short form CVs for key personnel Operational and management review of tender – all departments to participate in review processFinalize tender submission ensuring commercial, technical and EHS requirements are alignedFinalize approval of financials Prepare business case for submission to Barminco BoardBoard approval required to proceed Post necessary approval, submit tender or withdraw from tender process

Tender reviewand submission

Tender preparation anddue diligence

Pre-tender

Each project’s financial and operational performance is monitored and reported to the Board on amonthly basis to ensure that tendered and budgeted margins are being maintained and, where issuesare detected, that corrective actions are put in place to maximize profitability. Site managers and generalmanagers are given responsibility to achieve these margins and are incentivized to maintain and exceedthese margins. We target a minimum return on invested capital of mid-20% when tendering.

During fiscal 2016, Barminco successfully implemented a firm wide SAP enterprise resource planningsoftware solution for enhanced monitoring, reporting and data management.

Service divisions

Underground mining

Overview

The underground mining division is the core of Barminco’s service offering. Barminco has a longhistory in underground contract mining, and based on internal estimates derived from publicly availablesources, we estimate that Barminco is one of the market leaders in underground hard-rock developmentand production contract mining in Australia.

Barminco specializes in highly mechanized decline access mining and provides both developmentservices and production services to the mining industry, which involve the following:

• Production mining services involve production drilling, charging, blasting, loading and hauling ofmaterial to the surface. Production mining utilizes various methods and specialized equipmentdepending on the particular application and point in the production cycle. Barminco targetsproduction applications that are compatible with its core fleet and our fleet size, and optimizedequipment through in-house rebuilding, providing flexibility to start contracts on time and with as-new equipment and to efficiently manage capital expenditure.

• Development mining services involve the construction of an inclined, declining or horizontal tunnelusing jumbo development drills. Our development mining services are focused on the planning,development and construction of mine infrastructure. Our core business is focused on high speedmechanized mining, utilizing hard-rock electric/hydraulic jumbo drills and diesel engine poweredequipment. With the development of larger, more mechanized and efficient equipment, declineaccess mining is increasingly being used as the optimal solution for many mines given the rapiddevelopment of the decline, enabling early access to and mining of underground ore reserves. A

91

48007

declining tunnel is generally used to provide ventilation and access for all heavy, mechanizedequipment at the various horizontal intervals typically required for the mining process. Barmincohas significant experience in the management and operation of jumbo development projects and amodern fleet of equipment, which allows it to deliver high speed development mining, an importantcriterion for clients as timely establishment of safe access is a critical precursor to the productionmining process. Barminco also maintains a variable incentivized pay system delivering a focus onsafety and productivity. Barminco has maintained strong productivity due to its high caliber people,equipment and processes, including utilization of its proprietary fibrecrete research anddevelopment program.

For the twelve months ended December 31, 2016, 91% of our revenue was from mining productionand production-related development activity.

Current operations

Barminco currently operates eight underground contract mining projects in Australia, one in Egyptand one in India. A summary of Barminco’s underground mining projects ordered by revenue for thetwelve months ended December 31, 2016 is set out in the table below.

Project (location) Client Description

Contract valueat award

(A$ million)

% of LTMDecember 31,2016 revenue

Sunrise Dam(WesternAustralia)

AngloGoldAshanti

• Original contract commenced inOctober 2003. Current contractcommenced in April 2011, witha 5-year term and a 3-yearextension option*. The contracthas been extended for 3 yearsto April 2019.

not disclosed 20%

• Scope includes annualunderground development of10km and production of at least2.8 Mt of gold ore per annum.

Agnew,Waroonga(WesternAustralia)

Gold Fields • Original contract termcommenced in May 2010, witha 3-year term and two optionsto extend the term. Productionscope was added to thecontract in July 2013 for a 3-year term. The contract hasbeen extended to June 2018.

not disclosed 15%

• Scope includes undergrounddevelopment of 7km annuallyand production mining includingassociated works to produce650kt of gold ore per annum.

• Diamond drilling services areprovided at the mine under aseparate contract.

Sukari Mine(Egypt)

Centamin • Original contract commenced in2009 with an initial term ofthree years and was extendedin November 2013 for a 3-yearterm. Following an extension toFebruary 2017, Barminco wasawarded a 5-year contractfollowing a competitive tender.

300 13%

92

26215

Project (location) Client Description

Contract valueat award

(A$ million)

% of LTMDecember 31,2016 revenue

• Scope of the contract includes6.6km of undergrounddevelopment annually andproduction of 750kt of gold oreannually.

• Diamond drilling is provided byBarminco at the mine under aseparate contract

Nova Bollinger(WesternAustralia)

IndependenceGroup

• This contract commenced inNovember 2014 with a 3-yearterm and a 1-year optionalextension.*

not disclosed 9%

• Scope includes development ofthe boxcut (completed by asubcontractor) and undergrounddevelopment and productionactivities. The scope will rampup over time with developmentstarting at 4km per annum,increasing to 9km per annum,and production commencing inlate 2016 at a rate of 700kt perannum.

Kundana(WesternAustralia)

Northern StarResources (EastKundana JointVenture)

• The contract commenced July2016 for a 3-year term, with a2-year extension option.*

275 9%

• Scope includes undergrounddevelopment of 18.0km annuallyand production mining toproduce 1000kt per annum ofgold ore.

Dugald River(Queensland)

MMG • Original contract commenced inFebruary 2012 with a 2.5-yearterm and a 1-year extensionoption. This contract wasextended to June 2016.

270 7%

• A new 5-year contractcommenced in July 2016 aftera competitive tender.

• The annual scope includesunderground development of12km and production mining of1.5Mt of zinc ore.

Flying Fox(WesternAustralia)

Western Areas • Original contract commenced inDecember 2004. Currentcontract commenced in July2014 for a 2-year term, withtwo 1-year extension options.The contract has beenextended until June 2017.*

not disclosed 7%

• Scope includes annualdevelopment of 3km andproduction mining to produce of250kt per annum of nickel ore.

93

73103

Project (location) Client Description

Contract valueat award

(A$ million)

% of LTMDecember 31,2016 revenue

Rosebery(Tasmania)

MMG • Contract commenced inJanuary 2015 for a 3-year termwith a 2-year optionalextension. A 5-year term wasrenegotiated following thecontract win at Dugald River.These contracts now align.

140 6%

• Scope includes 7.5km ofunderground developmentannually plus cable boltingservices.

Spotted Quoll(WesternAustralia)

Western Areas • Original contract termcommenced in May 2011 with a3-year term. The currentcontract commenced in July2014 for a 2-year term, withtwo 1-year extension options.The contract has beenextended until June 2017.*

not disclosed 4%

• Scope involves 3.5km ofunderground developmentannually and production miningof 300kt per annum of nickelore.

Rampura Agucha(India)

Hindustan Zinc • Contract commenced inNovember 2016 for a 3-yearterm.

100 0%

• Scope includes 16 km perannum of development and1.6 Mt per annum of oreproduction.

* Options to renew or extend the relevant contract are exercisable by the customer or by mutual agreement, but such options are

not exercisable solely by Barminco.

Clients

Clients of the underground mining division are predominantly gold, nickel, zinc and tin miners, andinclude some of the world’s largest mining companies as well as emerging producers. Barminco servicesmany of the world’s largest resource companies as well as mid-tier companies. Key clients includesubsidiaries of AngloGold Ashanti, Gold Fields, MMG, Centamin, Western Areas, Independence Group,and Northern Star Resources (East Kundana Joint Venture). The quality and size of Barminco’s customerbase also mitigates trade creditor risk. We provide essential services for our customers as and as result,historically we have experienced few bad debts.

94

77675

The table below sets out a complete list of Barminco’s underground mining clients and the length ofBarminco’s relationship with these clients.

Client mining groupLength of relationship as at

December 31, 2016

% of Barminco’s revenue for thetwelve months ended

December 31, 2016

MMG Australia Limited(1) . . . . . . . . . . . . . . . . . . . . . . . >14 years 12.7%AngloGold Ashanti Group(2) . . . . . . . . . . . . . . . . . . . . . >13 years 19.5%Western Areas NL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . >12 years 11.5%FMR Investments(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . >9 years 1.0%Centamin PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . >7 years 12.6%Gold Fields(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . >6 years 19.1%Northern Star Resources (East Kundana Joint

Venture). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . <3 years 9.0%Sirius Resources/Independence Group . . . . . . . . . . <2 years 9.2%Metals X(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . <2 years 3.3%Hindustan Zinc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . <1 year 0.2%

(1) The length of our relationship with MMG Australia Limited includes prior mine ownership by Oz Minerals Limited, Zinifex Limited

and Pasminco Limited.

(2) Barminco has contracts with AngloGold Ashanti Australia Limited and AngloGold Ashanti Limited at various projects.

(3) The length of our relationship with FMR Investments includes our prior contract at Eloise, which was completed in June 2012.

Our contract with FMR Investments at Gordon Sirdar commenced in December 2015 and was completed in January 2017.

(4) Barminco’s contracts are with Agnew Gold Mining Company Pty Limited, Darlot Mining Company and GSM Mining Pty Limited,

wholly owned subsidiaries of Gold Fields Limited.

(5) Our contract with Bluestone Mines Tasmania Joint Venture Pty Limited, a joint venture 50% owned by Metals X Limited,

commenced in March 2013 and was completed in May 2016.

AUMS

Overview of AUMS

We hold a 50% equity interest in AUMS with Ausdrill, an ASX-listed mining services provider,owning the remaining 50%. AUMS is comprised of four companies: AUMS Ghana, incorporated inGhana; AUMS Mali, incorporated in Mali; AUMS BF, incorporated in Burkina Faso; and AUMS Tanzania,incorporated in Tanzania. AUMS Mali, AUMS BF and AUMS Tanzania are held through our whollyowned subsidiary, Barminco AUMS Holdings Pty Limited and AUMS Ghana is held through our whollyowned subsidiary, Barminco Limited.

AUMS Ghana was established in 2007 to provide a full range of underground contract miningservices including consulting and feasibility, management, planning and mine development in certaincountries in West Africa. AUMS Mali was established in 2010, AUMS BF was established in 2012 andAUMS Tanzania was established in 2015 for the purpose of providing underground mining services inMali, Burkina Faso and Tanzania, respectively. Each of AUMS Ghana, AUMS Mali, AUMS BF andAUMS Tanzania is governed by separate AUMS Shareholders’ Agreements but the substantive terms ofeach agreement are identical. Under each AUMS Shareholders’ Agreement, the shareholders mustexclusively conduct all their underground mining business in Ghana, Mali, Burkina Faso, Cote d’Ivoireand Guinea through AUMS. However, the AUMS shareholders are free to independently pursueunderground mining opportunities outside of these countries, as well as (in limited circumstances) anyopportunities in these countries that are declined by AUMS. A more detailed summary of the AUMS

95

69510

Shareholders’ Agreements is set out in “—Overview of material contracts and agreements—AUMS—AUMS Shareholders’ Agreements.”

Revenue (A$ millions) (1) EBITDA (A$ millions), EBITDA margin and NPAT(A$ millions) (1)

266.4

227.8

159.6 150.8

FY14 FY15 FY16 Dec-16 LTM

(1) Represents 100% of AUMS revenue, EBITDA and NPAT.

The senior management of AUMS is located in Accra, Ghana. AUMS is managed by an executiveappointed by agreement of the shareholders. National staff are sourced and managed locally by AUMS.Barminco sources expatriate personnel and also assists with the technical expertise necessary to tenderand undertake underground hard-rock mining projects and other corporate head office functions, includingplanning, budgeting and forecasting.

Current operations

AUMS currently operates four mining projects in Ghana, Burkina Faso and Tanzania. AUMS iscontinuously assessing projects in other West and East African countries.

Customer Project Commodity LocationRemaining

yearsLength of

relationship

AngloGold Ashanti Star and Comet Gold Tanzania 2.0 13 years

AngloGold Ashanti Nyankanga Gold Tanzania 2.0 13 years

Roxgold Yaramoko Gold Burkina Faso 2.5 2 years

Subika Newmont Gold Ghana 5.5 1 year

Clients

AUMS’ clients are mainly gold miners and, like the clients of Barminco’s underground miningservices division, include some of the world’s largest mining companies. AUMS’ key clients aresubsidiaries of AngloGold Ashanti, Roxgold and Subika.

Diamond drilling

Overview

Barminco’s diamond drilling division provides underground drilling services for mineral explorationand defining ore reserves. Diamond drilling is generally used for exploration activities, as well as thedelineation of mineral resources and ore reserves, which can lead to extending the production life ofmines. The technique uses an annular drill bit with an industrial-grade diamond crown to cut a cylindricalcore through solid rock which is extracted, analyzed and assessed for such criteria as ore grade androck structural information. A typical contract will involve the supply of suitable diamond drilling rigs,drilling rods and consumables, skilled drilling personnel, core orientation tools and down hole surveyequipment.

The diamond drilling division’s fleet is comprised of Boart Longyear LM series electric-hydraulicdiamond drills, Atlas Copco mobile carrier rigs using underground drilling equipment and Atlas Copcounderground core drilling rigs for deep hole directional drilling, which is a technique of drilling a boreholewherein the course of the hole is planned before drilling and is controlled by deflection wedges or other

96

49454

means to enable high quality rock core sample information to be obtained. Pneumatic drills are also usedfor specialist applications.

The diamond drilling division accounted for 8.5% of Barminco’s revenue for the twelve months endedDecember 31, 2016.

Current operations

Barminco currently has six diamond drilling projects in Australia and one in Egypt. Barminco alsoprovides contract mining at three of these sites, generating efficiencies in shared supervision, workshopand supply chain infrastructure. The number of rigs employed at each project varies, but it is typicallybetween one and four.

The diamond drilling projects where Barminco does not have an underground mining contractpresence provide an opportunity to establish a working relationship with mining companies, often at anearlier stage of development, enabling a broader penetration of the traditional owner mining function.

Clients

The majority of clients in the diamond drilling division are major blue-chip miners. Key clients of thediamond drilling division include Gold Fields, Western Areas, Centamin and Northern Star Resources(East Kundana Joint Venture).

Growth initiatives

We have identified a range of growth opportunities that are designed to drive future growth.

Capitalize on growth opportunities in existing markets

We are well placed to capitalize on growth opportunities in our existing markets.

Barminco has identified a number of potential contract mining opportunities and has a strong trackrecord of converting such opportunities into contract wins. Since the beginning of fiscal 2008, Barmincowas invited to tender for 134 underground contract mining opportunities of significance in Australia, andBarminco submitted tenders for over 75% of these.

This pipeline of new opportunities includes a number of mining opportunities which are currentlyowner-operated. Barminco has an active customer targeting process, which seeks to educate and informpotential new clients on the benefits of outsourcing their mining operations.

Pursue service extension opportunities

We believe there is potential to expand our scope of work with existing clients, such as leveragingexisting underground contract mining relationships to win contracts in diamond drilling and vice versa. Wealso believe that there is potential to internally develop or acquire specialized capabilities in order tofurther diversify its business across the mining services value chain.

Geographic expansion

In Australia, all of mining services work undertaken by Barminco is in Western Australia, Queenslandand Tasmania. Within Africa, Barminco currently provides services in Egypt, and through AUMS inGhana, Burkina Faso and Tanzania. South Africa is the most mature African resources market, with anestablished contract mining industry. However, mining activity in general and underground mining activityin particular is expected to increase in many emerging African markets such as Ghana, Mali, BurkinaFaso and Tanzania. As such, African markets outside of South Africa represent a key growth opportunityfor AUMS. Barminco also provides services in India.

We have also identified a number of international expansion opportunities where we currently haveno presence. These include Canada, Latin America and southern Africa, where growth in underground

97

29605

mining activity is occurring. A decision to expand into one or more of these countries will depend on asuitable contract mining opportunity becoming available.

Many of our current and past clients have global underground mining operations, many in regionsthat are not currently serviced by us. This provides potential for us to leverage off our relationships withthose clients should we decide to enter those markets.

Overview of material contracts and agreements

The maps below shows the sites in Australia, Africa (including AUMS) and India where we currentlyhave material contracts in place.

Diamond Drilling

Underground hard-rockmining

Service Type

Vedanta’s Hindustan Zinc, Rampura Agucha

MMG, Dugald River

MMG, Rosebery

Independence Group, Nova

Billabong Gold, Plutonic

Gold Fields, Lawlers

Gold Fields, Darlot

Gold Fields, Wallaby

Western Areas, Spotted Quoll

Western Areas, Flying Fox

Anglogold Ashanti, Sunrise Dam

Gold Fields, Agnew

Northern Star, Kundana

Newmont, Subika

Roxgold, Yaramoko

Centamin, Sukari

AngloGold Ashanti, GeitaComplex

AUMS

Australia

Africa India

Underground mining division

Key contracts

Our largest contract represented 18.6% of our total revenue for fiscal 2016. Underground miningservice contracts use various structures as a basis for project remuneration, for example:

• a schedule of rates;

• fixed and variable costs;

• cost-plus; and

• alliance based contracting with performance based remuneration.

Project remuneration structures can also be combined and vary across Barminco’s projects. Themajority of our underground mining service contracts use a fixed and variable costs structure as a basisfor payment to manage risks. Typically, fixed payments are made for items such as equipment

98

19958

ownership, corporate overheads and certain supervisory labor costs. Variable payments are made foritems primarily based on mining physical quantity such as development meters, ore tonnes loaded andhauled, ground support units installed and meters drilled and blasted. The variable component of ourrevenue recovers costs such as operating labor, equipment maintenance and mining consumables, whichdepend on the actual level of production achieved by Barminco in a given period. Margin can beapportioned at different levels across both fixed and variable unit rates.

The rates are typically subject to rise-and-fall provisions, which adjust prices to reflect changes inthe costs of key inputs (such as salaries, parts, materials, fuel, and explosives), based on changes invarious indices (for example, Australian Bureau of Statistics data). The base indices are set at the timeof pricing submission. However, because contract prices are only reset at periodic intervals, typicallyquarterly, there can be a lag between a price change in one of Barminco’s inputs and the time at whichthe relevant contract price change occurs.

Generally, Barminco’s underground mining services contracts permit the customer to vary the scopeof work to be performed by Barminco, in which event Barminco is entitled to contractually claim anadjustment to certain amounts payable to it under the relevant contract. Many contracts define the limitsof accuracy ranging within 20% of contracted physicals, which may trigger a full or partial renegotiationof pricing.

It is common and accepted to generate multiple variations throughout the contract term adjusting forchanges in scope. Examples are changes in required fleet numbers or type and modified ground supportregime to respond to changed ground conditions. Efficiencies or inefficiencies generating a win/loseoutcome can be addressed through a rate variation, which all contracts have the flexibility to implement.

For scope outside of the primary work plans, all primary contracts have provision for daily hire ratesfor people and equipment charged as ‘dayworks’. There are also revenues applicable to delays notcaused by the contractor, for instance primary power disruption. Should a project be terminatedprematurely, there are associated demobilization revenues which can include redundancy recovery in theevent labor cannot be redeployed within the business.

Contracts for underground mining services are typically of short to medium term. Barminco’s averagecontract length for current underground mining contracts is approximately three years from originalcommencement date. Most of Barminco’s underground mining services contracts allow the customer toterminate the contract at the customer’s option upon giving Barminco minimal notice with notice periodsranging from 30 to 90 days. If the customer exercises this option to terminate the contract without cause,the customer is generally required to pay Barminco for the work completed to date, unused materialsand demobilization costs. However, clients typically prefer to use a single contractor over the full minelife to minimize disruption, and will generally only switch providers if they are dissatisfied with theincumbent contract miner or can reduce costs. Since 1995, when we won our first undergrounddevelopment mining contract, we have only lost a renewal for an expiring contract on five occasions. Wehave won five projects from incumbent competitors over the same period.

Barminco has a weighted average life on existing contracts (including extensions) of 3.7 years,based on revenue for the twelve months ended December 31, 2016. As illustrated in the table below,Barminco has a proven track record in securing contract extensions and the current estimated mine liveswhere Barminco operates extend well beyond the current contractual period.

99

99569

Barminco contract profile (1) (2)

Sunrise Dam Ashanti

MMG

Western Areas

Centamin

MMG

IndependenceGroup

Northern StarResources

Hindustan Zinc

Western Areas

Gold Fields

AngloGold

Rosebery

Flying Fox

Sukari

Agnew

Spotted Quoll

Dugald River

Nova Bollinger

Agucha

Barminco contracted Remaining mine life Historical contract extensions and renegotiations Extension options

Rampura

Kundana

ClientProject 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 20242023 2025

(1) Assumes extension options are exercised on maturing contracts.

(2) Estimated remaining mine life based on public information including statements and correspondence from clients. Current terms

of contracts do not cover the full mine life. The mine life does not reflect potential to extend resources through possible ongoing

exploration drilling programs, nor significant variations to economic criteria used to evaluate mineable reserves.

Other key features of Barminco’s underground mining services contracts include:

• certain contracts give the customer an option to buy the capital equipment used by Barminco inconnection with the contract, typically at a market value to be agreed;

• Barminco often provides the customer with a standard industry style indemnity against claims orlosses arising from events such as personal injury, damage to property and non-compliance withlaws; and

• certain contracts place risks associated with environmental damage and clean-up with Barmincoand contain indemnities under which Barminco is obligated to compensate the customer for certainlosses resulting from environmental incidents for which Barminco is responsible.

Diamond drilling division

Key contracts

Diamond drilling contracts generally provide for remuneration on a schedule of rates, whereby thecontractor is paid per unit of output. Barminco’s contracts typically have a term of approximately twoyears with an option to extend exercisable by the customer, although work may not be continuous duringthis term. The contracts generally include rise and fall provisions that provide for quarterly adjustments.Typically, contracts have a 30 day termination without cause provision. See “Risk Factors—Risks relatingto our business and industry—Our revenues are subject to underlying contracts with varying terms andsubstantially all of our customer contracts permit the customer to terminate the contract on short noticeand without compensation for lost revenue” for further information on the risks relating to the terminationprovisions in Barminco’s customer contracts.

100

29999

AUMS

Key contracts

AUMS currently operates underground mining and diamond drilling services at four projects. AUMS’saverage contract length for current underground mining contracts is approximately 30 months fromoriginal commencement date. The terms of these contracts are generally equivalent to those ofBarminco’s Australian contracts. In Africa, AUMS also enjoys the advantages of incumbency, as well asits dominant market share and operating expertise in underground hard-rock mining.

AUMS Shareholders’ Agreements

Each of AUMS Ghana, AUMS Mali, AUMS BF and AUMS Tanzania is governed by a separateAUMS Shareholders’ Agreement but the substantive terms of each agreement are identical. The AUMSGhana Shareholders’ Agreement was entered into between Barminco Limited, Ausdrill and AusdrillLimited in July 2008; the AUMS Mali Shareholders’ Agreement was entered into in March 2012, theAUMS BF Shareholders’ Agreement was entered into in December 2012 and the AUMS TanzaniaShareholders’ Agreement was entered into in October 2015. Each AUMS Shareholders’ Agreementgoverns the relationship of Barminco Limited and Ausdrill as shareholders of AUMS.

Territory

Under the AUMS Shareholders’ Agreements, the shareholders must exclusively conduct all theirunderground mining business in Ghana, Mali, Burkina Faso, Cote d’Ivoire and Guinea (a “RelevantTerritory”) through AUMS. However, the AUMS shareholders are free to independently pursueunderground mining opportunities outside of these countries, as well as (in limited circumstances) anyopportunities in these countries that are declined by AUMS.

Contributions to joint venture

Under the terms of the AUMS Shareholders’ Agreements, Barminco is responsible for providing toAUMS the equipment needed for AUMS to provide the contract mining services, with Ausdrill beingresponsible for providing to AUMS the administrative and related services needed to provide the contractmining services. The contributions of each shareholder to AUMS are on an arm’s length basis. AUMScurrently sources its own equipment and is no longer dependent on supply by Barminco Limited.Barminco continues to provide shared services and technical support to AUMS.

Management

The AUMS board of directors has appointed an executive to manage the day-to-day business ofAUMS. The executive is currently Blair Sessions, who was nominated for the position by Barminco. Mr.Sessions is also a Statutory Director of AUMS Ghana and Statutory Manager of AUMS Mali, AUMS BFand AUMS Tanzania.

Directors

Under the AUMS Shareholders’ Agreements, each of the three companies comprising AUMS isgoverned by a board of directors which consists of six directors in total, with each shareholder appointingthree directors, unless agreed otherwise.

The quorum for board meetings is one director appointed by each shareholder. The current directorsappointed by Barminco are Peter Stokes, Peter Bryant and Victor Rajasooriar. Except in limitedcircumstances, all decisions of the AUMS board must be approved by unanimous vote. However, if ashareholder has committed an event of default (see “—Default” below), or while any sum called by theAUMS remains unpaid and overdue by a shareholder (see “—Funding requirements” and “—Guarantee”below), directors appointed by that shareholder may not exercise any vote at board meetings. The AUMSShareholders’ Agreements provide for the right to nominate a director as the chairman of the AUMSboard, which is to be rotated each financial year between the shareholders. However, historically, this

101

54064

right has not been exercised and the chairman is appointed at the start of each meeting by agreement.The chairman does not have a vote at board meetings.

Shareholder approvals

The quorum for meetings is one representative of each shareholder and all shareholder resolutionsof AUMS must be approved by unanimous vote. However, if a shareholder has committed an event ofdefault (see “—Default” below), or while any sum called by the general manager of AUMS remainsunpaid and overdue by a shareholder (see “—Funding requirements” and “—Guarantee” below), then thatshareholder may not exercise any vote at shareholders’ meetings.

Mining services contracts

If either shareholder becomes aware of an opportunity to tender for a mining services contract in aRelevant Territory, it must notify the AUMS board of such opportunity. The AUMS board has 30 days tonotify the party that identified the opportunity whether AUMS will be submitting a tender. If an AUMSdirector nominated by either shareholder votes against AUMS submitting a tender in respect of theparticular opportunity, that dissenting shareholder is prohibited from submitting a tender for the particularmining services contract and may not object to the non-dissenting shareholder submitting a tender forthat mining services contract.

Non-compete

If either shareholder ceases to be a shareholder in AUMS, then that shareholder must not, for aperiod of two years, perform contract mining services in a Relevant Territory for any existing customer orany customer to whom AUMS had submitted, or had resolved to submit, a tender for the performance ofcontract mining services.

Funding requirements

AUMS may make calls for funds in accordance with budgets approved by the AUMS board, or tothe extent necessary for AUMS to satisfy its obligations. Within 10 business days of a call being madeby AUMS, each shareholder must pay to AUMS the amount called for as an interest-bearing loan,repayable only when the AUMS board unanimously agrees that AUMS is in a financial position to repayit. While any sum called by AUMS remains unpaid and overdue by either shareholder, the defaultingshareholder and its directors on the AUMS board may not vote and are not required to be counted in thequorum at directors’ or shareholders’ meetings of AUMS. As of December 31, 2016, Barminco hascontributed A$15.0 million in capital calls and an additional A$5.0 million in equity contributions to AUMS.

Guarantee

As part of AUMS’s finance facilities, Ausdrill and Macquarie Bank Limited entered into a contingentguarantee and indemnity document (the “Ausdrill Guarantee”), under which Ausdrill guarantees thepayment of certain guaranteed monies in circumstances where either AUMS Ghana or AUMS Mali failsto pay such monies on time and in accordance with the finance facilities. If Ausdrill is required to makepayment under the Ausdrill Guarantee, or if Barminco has not paid any sum called by AUMS under theterms of the AUMS Shareholders’ Agreement, and Ausdrill funds AUMS (in addition to or in lieu of acalled sum paid by Ausdrill) to allow AUMS to meet an obligation to a financier, then from the date ofpayment the aggregate of such amounts paid by Ausdrill to AUMS or the financier (including any calledsum paid by Ausdrill on its own account) will be deemed to be a loan from Ausdrill to AUMS, which isinterest-bearing, secured and payable on demand. Until all such loans and interest are repaid in full,AUMS must not distribute any profits or repay existing shareholder loans and Barminco Limited would beconsidered a defaulting party. Consequently, Barminco and its directors may not vote at directors’ orshareholders’ meetings of AUMS, and Barminco would not be entitled to bid or tender for theperformance of contract mining services within a Relevant Territory.

102

85344

Right to trigger pre-emption process

If either shareholder (the initiating shareholder) wishes to cease performing contract mining servicesthrough AUMS, or considers in its absolute discretion that a dispute, or the course of action proposed byan arbitrator to resolve the dispute in accordance with the dispute resolution provisions (see “—Disputeresolution” below), will result in or is indicative of a fundamental breakdown in the relationship betweenthe shareholders, the initiating shareholder may serve a notice on the other shareholder offering to sellits shares in AUMS and assign the loans (and accrued and unpaid interest) due to it from AUMS to theother shareholder. Failing a sale within 25 business days, the initiating shareholder must purchase theother shareholder’s shares in AUMS together with the loans (and accrued and unpaid interest) due tothat shareholder from AUMS. The price for the shares in AUMS is that specified in the initiatingshareholder’s notice of offer, and the price for the loans to AUMS is their aggregate face value plusaccrued and unpaid interest. The exercise of this provision in one AUMS Shareholders’ Agreement doesnot trigger the same provision in the other two AUMS Shareholders’ Agreements.

While we believe that we have a good working relationship with Ausdrill, our interest in AUMS issubject to the risks normally associated with the conduct of joint ventures. In particular, each AUMSShareholders’ Agreement contains provisions under which one of the parties may make an offer (“theinitiating party”) to the other party to sell their shares at a nominated price. If the other party rejects thatoffer, then they will be deemed to have made a counteroffer to sell their own shares to the initiatingparty, and the initiating party will be compelled to buy the other party’s shares in the respective AUMScompany, at the nominated price. See “Business—Overview of material contracts and agreements—AUMS—AUMS Shareholders’ Agreements.”

Dispute resolution

If a dispute arises between the shareholders in the performance of contract mining services or inrelation to their relationship generally, the shareholders must exchange notices setting out their positionson the dispute and their representatives must meet at least once in an effort to resolve the dispute. If thedispute is not resolved, the dispute must be submitted to non-binding arbitration in Perth, WesternAustralia.

Default

A shareholder commits a default if it:

• fails to pay a call for capital by AUMS prior to the expiry of the specified grace period;

• is subject to an insolvency event;

• assigns or attempts to assign the benefit of the AUMS Shareholders’ Agreement to a third party inbreach of the agreement;

• disposes of the whole or part of its assets, operations or business other than in the ordinarycourse of business;

• ceases to carry on business;

• is the subject of a change of control (other than as a result of a change of control of its ultimateholding company);

• breaches any provision of the AUMS Shareholders’ Agreement which is capable of remedy (otherthan a requirement to pay a call for capital) and fails to remedy the breach within 10 businessdays after receiving notice from the other shareholder; or

• breaches any material provision of the AUMS Shareholders’ Agreement or the constitution ofAUMS where that breach is not capable of remedy.

If a shareholder commits a default, then that shareholder and its directors on the AUMS board maynot vote at directors’ or shareholders’ meetings of AUMS and that shareholder is deemed to have offeredto sell to the other shareholder its shares in AUMS at their fair market value and its loans to AUMS attheir face value, plus accrued and unpaid interest. If the defaulting shareholder’s deemed offer is notaccepted within the specified period, the AUMS board may determine to sell the shareholder’s shares in

103

03694

and loans to AUMS to any third party at the relevant sale prices, failing which AUMS must buy back orcancel the shares and loans at the relevant prices.

Competitive landscape

Overview

A relatively small number of mining contractors provide underground hard-rock contract miningservices, as it is a specialized service requiring industry specific skills and equipment. High capital costsand the requirement for substantial logistics infrastructure also act as a barrier to entry for newcompetitors to the market.

Competitive landscape—Australia

Within Australia, mining contractors have become an established part of the mining industry. Asignificant number of the underground mines in Australia use contractors for their entire undergroundmining function. There are approximately 75 known operating underground base and precious metalmines operating in Australia, about 39% of which are owner-operated (for the majority of their activity),with the remaining mines operated by contract miners. Of the remainder who conduct in-house mining,most use mining contractors either for part of their mining function or intermittently for specialist tasks.

Based on internal estimates derived from publicly available data, we estimate that Barminco is oneof the market leaders in underground hard-rock development and production contract mining in Australia.Other key market participants in the Australian market are summarized in the table below.

Key competitors in Australian underground hard-rock contract mining market

Competitor Description Ownership

Byrnecut Mining Pty Ltd • Focused on underground hard-rock mining andrelated construction activities, with overseasoperations in Africa, the Middle East and Asia

Private

• Largest competitor to Barminco in theAustralian market. Associated company isJetcrete Pty Ltd

Pybar Mining Services PtyLtd

• Focused on underground hard-rock mining andsmall scale surface construction/equipment hireactivities

Private

• Primarily services the eastern states market,but expanding into other Australian states

Macmahon Holdings Ltd • Provides both underground and surface miningservices in Australia, New Zealand, Asia andAfrica

ASX-listed company

• Also provides civil construction, engineeringand maintenance services

Thiess Contractors PtyLimited

• Large international service provider Division of ASX-listedcompany CIMIC GroupLtd

• Provides both underground and open cutmining as well as diversified engineering andcivil construction services

• Underground mining services includeunderground coal mining

104

72054

Competitor Description Ownership

Redpath Australia Pty Ltd • Large international service provider Division of RedpathGroup (Canada)

• Provides both underground and open cutmining as well as diversified engineering andcivil construction services

Australian Contract Mining • Small underground service provider withexposure in Western Australia

Private

RUC Cementation MiningContractors Pty Ltd

• Medium sized Western Australia based serviceprovider associated with Murray and Roberts inAfrica

Division of Murray &Roberts

• Has both underground and raise drillingcapability. Associated company is InCycleShotcrete Pty Ltd

Downer EDI Limited • Large international service provider with limitedexposure to Australian underground market atpresent

ASX-listed company

• Provides both underground and open cutmining as well as diversified engineering andcivil construction services

Competitive landscape—Africa

Within the African market, mine owner adoption of mining contractors varies from region to region.

Mature markets (for example, South Africa) have an established contract mining industry. In thesemarkets, Barminco competes against both contract miners and owner-operators. Some key internationalcompetitors with African operations include Redpath, Murray & Roberts, Byrnecut and Shaft Sinkers.

Emerging African markets (for example, Mali, Ghana, Burkina Faso and Tanzania) have a limitedhistory of underground contract mining.

Safety and risk management

Barminco is committed to providing a safe environment for employees, contractors and thecommunity. A strong safety record is fundamental to Barminco’s core values. We place safety first andforemost and regard it as “our license to operate.” Barminco’s safety record is a critical element for itsreputation and its ability to attract employees and win business. In almost all contract mining tenders, thecontractor’s safety record is a significant element of the evaluative criteria used by the client to awardcontracts.

Accordingly, Work Health and Safety (WHS) is Barminco’s highest priority. Integral to all Barmincoinduction processes is the Barminco Risk Management Program and the Barminco IntegratedManagement System (IMS), both of which are focused on delivering high standards in undergroundmining safety performance. IMS governs Barminco’s quality systems, responsibilities and structure furtherto the International Organization for Standardization (ISO) 9001:2008 standard. IMS details managementresponsibilities and governs resource management, product delivery and measurement benchmarks.

Compliance with Barminco’s legislative and regulatory obligations, codes of practice and thestandards to which it adheres requires a substantial management function, supervised by the ExecutiveGeneral Manager of Safety, People and Innovation with overall responsibility for the function.

Barminco’s Integrated Management System is internationally recognized and Barminco Limited iscertified to the following Australian standards:

• ISO 9001:2008—Quality Management Systems

• AS/NZS 4801:2001—Occupational Health and Safety Management Systems

105

82669

• ISO 14001:2004—Environmental Management Systems

• ISO 18001:2007—Occupational Health and Safety Management Systems

Barminco is audited on an annual basis by SAI-Global to ensure recertification and compliance toISO 9001:2008 (Quality Management Systems), AS/NZS 4801:2001 (Occupational Health and SafetyManagement Systems), ISO 14001:2004 (Environmental Management Systems) and ISO 18001:2007(Occupational Health and Safety Management Systems).

Internal audits are conducted by our Health, Safety, Environmental and Quality Managers, who areaccredited internal auditors and report to the Executive General Manager of Safety, People andInnovation.

In addition, safety is highly regulated by legislation and a number of governmental agencies. InAustralia, both state mining regulators and federal WHS regulators administer legislation, makeregulations and monitor compliance, including reviewing compliance plans and conducting inspections ofworksites.

Australian federal, state and territory Work Health and Safety Acts set out general duties ofemployers, employees and others regarding WHS. Under the legislation, employers have a general dutyof care with respect to the safety of employees, as well as a range of more specific duties andobligations. In addition, each state and territory has a range of WHS regulations that provide morespecific detail of the requirements that must be followed for a range of WHS issues or hazards.

The African countries in which Barminco and AUMS operate also have jurisdictional safetyregulations which is of particular importance in the high growth African markets. Barminco applies thesame operating standards to its African operations as it does to AUMS and, we believe, exceeds itslegal and exceeds its legal and regulatory obligations in those countries.

We actively strive to align our safety culture and behaviors and pursue continuous improvementinitiatives in risk management, including:

• CEO Led Safety Improvement Initiatives;

• Utilization of technology in innovation and driving better safety performance;

• Strong accountability for Supervisory Safety Leadership;

• Regular and structured workforce consultation;

• Improving identification, assessment and control of risks;

• Improving communication processes to provide an open, transparent and responsive culture;

• Encouraging a positive reporting culture;

• Improving the detail and effectiveness of incident investigation processes;

• Providing comprehensive rehabilitation and injury management programs;

• Developing performance monitoring including regular safety reviews, audits and inspections; and

• Implementing leading indicator performance monitoring.

In recognition of our commitment to the safety of our people, we have received the following awards:

• 2016 Chambers of Minerals & Energy Innovations in Safety, winner and runner-up in the systemscategory;

• 2012 Global Safety Award awarded by AngloGold Ashanti to the Sunrise Dam mining project inWestern Australia, for which we operate underground development and production mining; and

• Gold Safety Achievement Award from the Industrial Foundation for Accident Prevention, a non-profit organization in Australia.

Plant and equipment

Barminco has a significant underground mechanized fleet, supported by strong relationships withequipment suppliers and extensive in-house expertise in rebuild and fleet maintenance.

106

70275

All of Barminco’s equipment is purpose built for the underground mining environment and, whererequired, tailored to Barminco’s safety standards and operational specifications. Barminco’s equipmentfleet includes owned and equipment under operating and finance leases. Going forward, Barmincoexpects to acquire a substantial portion of new equipment through finance leases. Barminco’s majorequipment fleet consists of 411 units with principal suppliers including Atlas Copco, Caterpillar andSandvik. A summary of the Barminco equipment fleet as of December 31, 2016 is provided below.

Type Description Primary suppliers Quantity

Development drills • Required for ground support holedrilling(1) and installation, as well asdevelopment hole drilling, prior tocharging and blasting

Sandvik 39

• Self-propelled electro-hydraulicdevelopment drill rigs

Production drills • Required for production hole drilling,prior to charging and blasting

Sandvik 24

• Electric powered (with, or alternately,diesel powered options),hydraulically operated

Diamond drills • Required to sample and evaluaterock in advance of mining

Boart Longyear,Atlas Copco

43(2)

• Depth capacity of up to 2,000meters

Loaders • Required to move broken ore orwaste from where it is broken todesignated stockpiles and/or minetrucks

Caterpillar, Volvo,Sandvik

66

• Bucket capacities range from 1.5m3

to 8.6m3

Fibrecreting machines • Required for the application offibrecrete in ground supportapplications

Normet, Jaycon 9

Charge trucks • Required for the transport andloading of explosives into pre-drilledholes

Normet, Getmann 28

Mine trucks • Required to transport broken rockfrom location underground to surfaceor designated underground tip points

Caterpillar,AtlasCopco

85(3)

• Payload capacities range from 30tonnes to 63 tonnes

(1) Ground support hole drilling is used to prevent major ground failure. Holes are drilled into the back and walls and a long steel

rod is installed to hold the ground together.

(2) Barminco diamond drill number includes 11 diamond drills under operating leases.

(3) Barminco mine trucks numbers includes 21 trucks under operating leases.

Barminco’s fleet is also relatively new, with a weighted average life of only 2.1 years. As atDecember 31, 2016, the utilization rate on equipment is 94% (weighted by asset value) and thepercentage of Barminco’s fleet under finance leases is 25%.

Rebuild and maintenance facility

A further competitive advantage is Barminco’s in-house rebuild and maintenance facility. Barmincomaintains a purpose built 3,000 square meter undercover maintenance, repair and rebuild facility in

107

60964

Hazelmere, Perth, Western Australia. In Barminco’s experience, this facility delivers equipment with levelsof reliability and performance equivalent to new equipment.

Barminco’s in-house rebuild and maintenance capability increases equipment life with bare framerebuilds, stringent asset management, rotable componentry and superior support. This facility is capableof rebuilding approximately 30 items of major equipment per year. This facility allows Barminco to rebuildand maintain its fleet to minimize capital and operating costs and reduce the need to buy newequipment. Barminco typically performs only one rebuild on a piece of major equipment before theequipment is retired from the fleet.

Maintenance system

Barminco has a formal maintenance system which governs all aspects of its site and fleet basedmaintenance activity, ensuring a consistent approach between all projects.

Key features of Barminco’s maintenance system include:

• data capture systems all on-site maintenance supervisors can immediately access the equipmentmaintenance history of any piece of machinery when analyzing site or equipment specific issues;

• formal reporting systems Barminco has implemented production reporting systems that provide adatabase of key performance indicators that in turn allow improvement in maintenanceprogramming over that provided by original equipment manufacturers; and

• regular diagnostic health checks during post rebuild commissioning, all system operatingparameters are checked against standard specifications and recorded. Regular system healthchecks compare machine performance against commissioning values, providing a valuablepreventative diagnostic tool.

People

Overview

As of December 31, 2016, Barminco (excluding AUMS) had 1,733 employees, calculated on a fulltime equivalent basis. The table below outlines employees by function and location.

Function Australia Africa India Total

Mining and engineering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,093 185 124 1,402Diamond drilling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115 39 — 154Crushing and screening. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 — — 4Subtotal—operational . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,212 224 124 1,560Shared Services (including administration, finance, legal, HR, EHS). . . . . . 94 67 12 173Subtotal—administration and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94 67 12 173

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,306 291 136 1,733

The majority of Barminco’s workforce consists of permanent employees. Although contractors andcasual employees may occasionally be employed when required, they do not represent a large or regularcomponent of the workforce.

Remuneration for shift work employees in mining and production and diamond drilling is typically ona base plus incentive payment structure, designed to incentivize both productivity and safety.Maintenance shift work employees receive hourly rates and employees in management are on total fixedremuneration.

Barminco provides extensive training to its personnel, including through the use of a mine trucksimulator and oculus rift technology that simulates the underground mining environment.

Barminco provides resourcing services for AUMS and source and recruit suitable candidates,including Barminco employees for various AUMS roles. When Barminco provides employees to AUMS,these employees cease their employment with Barminco and commence employment with AUMS, withaccrued entitlements paid out. Barminco makes reasonable endeavors to find a position in the businessfor such employees in the event that they wish to return to Barminco.

108

93562

Industrial relations

Barminco has experienced a harmonious and productive relationship with its workforce with nosignificant industrial action or stoppages occurring across any sites over the past four years. Barmincohas an in-house counsel and its human resources team has extensive human resources, employmentrelations and industrial relations experience with the resources sector.

In Australia, we operate on a system of individual agreements as well as employee collectiveagreements, notably the Barminco Employee Collective Agreement (applicable nationally excludingTasmania) that has been in place since November 2014 and remains valid for four years. In Tasmania,the Barminco (Tasmania) Enterprise Agreement 2016 replaced the existing agreement and has a nominalexpiry date of October 27, 2019. As at December 31, 2016, approximately 80% of Barminco’s Australianworkforce is subject to collective bargaining agreements in Queensland, Western Australia andTasmania. Our management team, certain administrative employees and our expatriate employees,amongst others, have individual contracts of employment.

In Egypt, our local workforce is not unionized and nationals in Egypt are employed directly byBarminco Egypt Underground Mining Services S.A.E. Employment contracts with employees in Egypt arecommon law contracts that comply with Egyptian Labor Law no.12 of 2003.

In India, we began operating as Barminco Indian Underground Mining Services LLP (“BIUMS”) fromDecember 1, 2016. The makeup of the workforce is approximately 20% expatriate, predominately fromAustralia, and the remainder are local Indian nationals. The site where BIUMS operate, RampuraAgucha, has a collective agreement in place for local nationals which we adhere to. There is a localizedunion branch present on site, however to date relations have been harmonious and the client ispredominately engaged in keeping this relationship cordial.

Employee culture and retention

The retention of suitably qualified staff remains a strategic focus for Barminco. We haveimplemented a detailed retention strategy to attract and retain staff. The elements of the strategy include:

• a collective agreement which guarantees earnings levels;

• an executive incentive program for key staff;

• a graduate development program;

• an apprenticeship program;

• vacation work and work experience opportunities for other business functions;

• diamond drilling traineeships;

• a management development program;

• a performance review process to foster development; and

• succession and development planning.

Insurance

Barminco believes it maintains customary levels of insurance coverage taking into account the sizeand scope of its operations in Australia, Africa and India. Barminco, in conjunction with its insurancebrokers, reviews the appropriateness of its insurance coverage on a monthly basis and amends itspolicies to suit any change in circumstances.

We take out political risk insurance when operating overseas whenever it is available andappropriate to do so. These policies typically cover the expropriation, deprivation or forced abandonmentof the plant and equipment, and loss due to riot, terrorism or war. Barminco currently has political riskinsurance in place for its operations in Egypt. Due to the minimal amounts of plant and equipmentdeployed in India and the current risk profile, no political risk insurance is in place in India.

109

76842

Environmental regulation

Environmental laws in Australia impose duties and liabilities both on owners or lessees of land (suchas mining companies) and, separately, on occupiers of land or persons who agree to undertake activitiesor assume responsibilities which may have an environmental impact on land (including providers ofmining services).

As a provider of mining services, Barminco’s operations are subject to numerous environmental andregulatory requirements under federal and state environmental laws. Environmental issues such as noise,emissions, effluent discharges and ecological impact in connection with Barminco’s operations areregulated by federal, state and local government authorities.

In addition, certain of Barminco’s underground mining services contracts place risks associated withenvironmental damage and clean-up with Barminco and contain indemnities under which Barminco isobligated to compensate the customer for certain losses resulting from environmental incidents for whichBarminco is responsible.

The environment and community are important priorities for Barminco and it actively manages itsresponsibilities under relevant regulatory and other standards. Barminco’s commitment to environmentalmanagement is supported by the environmental management systems it has in place.

Barminco documents and implements environmental management plans for all projects as part of itsenvironmental and project management procedures. These may include plans for pollution prevention orcontrol, noise and vibration, air quality, soil erosion and sedimentation, water quality, flora and fauna,community relations, heritage, waste management, traffic management, sustainable development, andemergency procedures.

Barminco uses the same environmental management procedures in Africa as it does in Australia.

Legal proceedings

From time to time and due to the nature of its business, Barminco may be involved in litigation andclaims arising in the ordinary course of business, such as contractual disputes, property damage, healthand safety, and personal injury.

110

35779

MANAGEMENT

Directors and senior management

The following table lists the names and positions of directors and executive officers of the ParentGuarantor as of the date of this offering circular. The directors have served in their respective capacitiessince their election or appointment and will serve until a successor is duly elected.

Name Position

Keith Gordon(1) . . . . . . . . . . . . . . . . . . . . . ChairmanPeter Stokes . . . . . . . . . . . . . . . . . . . . . . . Chief Executive OfficerPeter Bryant. . . . . . . . . . . . . . . . . . . . . . . . Chief Financial OfficerVictor Rajasooriar. . . . . . . . . . . . . . . . . . . Chief Operating OfficerPeter Bartlett(1) . . . . . . . . . . . . . . . . . . . . . DirectorJon Young . . . . . . . . . . . . . . . . . . . . . . . . . Alternate DirectorBarry Lavin. . . . . . . . . . . . . . . . . . . . . . . . . DirectorSharon Warburton . . . . . . . . . . . . . . . . . . DirectorCharles Graham . . . . . . . . . . . . . . . . . . . . DirectorRoger Casey(1) . . . . . . . . . . . . . . . . . . . . . Alternate DirectorMatthew Lloyd. . . . . . . . . . . . . . . . . . . . . . Executive General Manager Safety, People and Innovation

(1) This person is also a director of Barminco Finance Pty Limited.

Set forth below is a description of the business experience each of the persons named in the tableabove.

Keith Gordon has been a Director and the Chairman of the Parent Guarantor since September 2015.Mr. Gordon is a member of the Audit and Risk Committee and the Safety and Sustainability Committee.He has over 25 years’ of professional experience in large global organizations and is currently theChairman of GMA Garnet Group, a Director of Wright Prospecting and a Director of Red Emu Advisory.Mr. Gordon was previously the Managing Director and CEO of Emeco Holdings and a senior executiveat Wesfarmers.

Peter Stokes has been Chief Executive Officer of Barminco since February 2013. Mr. Stokes hasover 25 years of experience in the resources and mining service-related industries across a number ofdisciplines, including operations, marketing and geology. From 2006 to 2012, Mr. Stokes held a numberof senior positions, including Chief Operating Officer and President Resources and Industrial for AsiaPacific, with Linfox Pty Ltd, an Australian logistics company. Prior to those roles, Mr. Stokes worked inthe resources division at global management consultant company Accenture for more than 10 years,including four years as a Partner. Mr. Stokes is also a Director of AUMS Ghana, AUMS Mali, AUMS BFand AUMS Tanzania.

Peter Bryant has been Chief Financial Officer of Barminco since April 2013. Prior to joiningBarminco, Mr. Bryant was Company Secretary of Seven West Media Limited (formerly known as WestAustralian Newspaper Group) and Chief Financial Officer of their operations in Western Australia from2008. Mr. Bryant’s work experience also includes eight years as the Chief Financial Officer andCompany Secretary of the GRD Group, whose business interests included GRD Minproc, GRD Kirfieldand Global Renewables Limited. He also previously worked in several financial and management roleswith both public and private companies. Before that, Mr. Bryant worked as an auditor at Ernst & Youngin Australia, the United Kingdom and the United States. Mr. Bryant is a Director of AUMS Ghana, AUMSMali, AUMS BF and AUMS Tanzania.

Victor Rajasooriar has been Chief Operating Officer of Barminco since March 2014. Mr Rajasooriarhas 20 years’ experience in the mining sector. He was most recently managing director of formerly ASX-listed company, Breakaway Resources until completion of the company’s recommended takeover byMinotaur Exploration Ltd. He previously held operational management positions for mine owners such asBass Metals, Gold Fields, Grange Resources and Newmont. He has extensive experience in hard rockunderground mining in Australia and North America, and also has experience in contracting roles. Mr.Rajasooriar is a Director of AUMS Ghana, AUMS Mali, AUMS BF and AUMS Tanzania.

111

46400

Peter Bartlett is the founder of Barminco and was the Managing Director of Barminco Limited fromJune 2004 to August 2007. Mr. Bartlett founded Barminco in 1989 and has been an integral member ofthe Board since then. Mr. Bartlett has over 40 years in underground hard-rock mining experience, havingjoined Western Mining Company Limited as a graduate mining engineer in 1974, where he was promotedto resident manager at its Windara Nickel operations in 1978, before moving to its Leinster Nickeloperation in 1980.

Jon Young has been an Alternate Director (as permitted under the Australian Corporations Act) forMr. Bartlett since September 2008. As an Alternate Director, Mr. Young attends board meetings onbehalf of Mr. Bartlett when Mr. Bartlett is unable to do so and has the same powers to attend, speakand vote at meetings as Mr. Bartlett does when acting on his behalf. Mr. Young is a Member of theInstitute of Chartered Accountants Australia and New Zealand and a Fellow of FINSIA (FinancialServices Institute of Australasia). Previously, Mr. Young was the Chairman and Director of Barminco Ltdfrom June 2004 to August 2007 and since 1996, Mr. Young has been Chairman of FMR Investments PtyLtd (formerly Barminco Investments Pty Ltd). Mr. Young is also a Director of Private Clients withPatersons Securities Limited, a national stockbroking firm based in Perth, and a Director of ASX listedBarra Resources Limited, a listed Australian exploration company.

Barry Lavin has been a Director of the Parent Guarantor since October 2011. Mr. Lavin is Chairmanof the Safety and Sustainability Committee. Mr. Lavin has over 30 years of international miningexperience, with specific experience in development and implementation business strategy. Mr. Lavintrained as a mining engineer and commenced his career in line management in underground goldmining. From September 1991 until June 2009, Mr. Lavin held senior positions within Rio Tinto, includingpositions as Managing Director of the Northparkes Joint Venture, Managing Director of Rio TintoTechnical Services and General Manager of Business Development for Rio Tinto Iron Ore. Mr. Lavin wasa director of Oz Minerals Limited from August 2011 until March 2013 is currently a director of XanaduMines Limited, an ASX listed exploration company and Managing Director of privately-owned companiesTeviot Resources Pty Ltd (an Australian diversified junior mining company).

Sharon Warburton has been a Director of the Parent Guarantor since December 2016.Ms. Warburton has experience in the construction, infrastructure, resources and mining industries withexposure to a number of industries across Australia, the United Kingdom and the Middle East.Ms. Warburton also serves on the boards of ASX-listed Fortescue Metals Group and Gold RoadResources, Western Australia State Government owned Western Power, Curtin University BusinessSchool - Asia Business Centre Advisory Board and Not for Profit Perth Children’s Hospital Foundation.She is Chairman of the Northern Australia Infrastructure Facility, and part-time member of the AustralianTakeovers Panel. Prior to joining Barminco, Ms. Warburton previously held the roles of ExecutiveDirector of Strategy and Finance with Brookfield Multiplex, Chief Planning and Strategy Officer ofUnited Arab Emirates based company, ALDAR Properties PJSC, and has held a variety of seniorexecutive roles with Brookfield Multiplex, Citigroup and Rio Tinto. Ms. Warburton is a Fellow of theInstitute of Chartered Accountants Australia and New Zealand, a Graduate of the Australian Institute ofCompany Directors, a member of Chief Executive Women and a Fellow of the Australian Institute ofBuilding.

Charles Graham has been a Director of the Parent Guarantor since March 2017. Prior to that,Mr. Graham was an Alternative Director (as permitted under the Australian Corporations Act) for RogerCasey since October 2013. Mr. Graham is the Managing Director of Gresham Partners. Prior to joiningGresham, Mr. Graham was a Managing Director at Goldman Sachs in New York and has previouslyworked for Rio Tinto (Comalco) in engineering roles covering operations and development. Mr. Grahamis also a director of various Gresham companies, HCA Philanthropy and the Foundation for NationalParks and Wildlife. Mr. Graham is Chairman of Musica Viva Australia.

Roger Casey has been an Alternate Director (as permitted under the Australian Corporations Act) forCharles Graham since March 2017 and was a director of the Parent Guarantor from October 2013 toFebruary 2017. Mr. Casey has been working in both the advisory and private equity businesses ofGresham and is currently Deputy Chairman of Gresham Private Equity and a Director of GreshamPartners Limited. He is an Honorary Fellow of Macquarie University’s Applied Finance Centre and is amember of the Institute of Chartered Accountants Australia and New Zealand. He has extensive

112

92160

investment banking experience, and has previously worked with KPMG, Turnbull & Partners and ABNAmro where he was Head of M&A.

Matthew Lloyd has been Executive General Manager of Safety, People and Innovation at Barmincosince July 2014. Mr. Lloyd has 25 years’ experience in construction, mining and engineering industries.He has worked as an executive manager in both safety and health and broader general managementroles within international organizations. His roles have given him detailed experience in all facets ofcommercial, mining and civil infrastructure projects. Mr. Lloyd has significant experience in managingorganizational change and led many cultural alignment programs. He has led and developed teams ofdirect and indirect reports across several functions in raising the performance capability of organizations.

Board of Directors

Pursuant to the Constitution of the Parent Guarantor, the Board must comprise at least one director.The Constitution allows for the removal of a Director by ordinary resolution at a general meeting.

The Board is currently comprised of five directors. The Directors may appoint one or more Directorsto the office of Managing Director or as an Executive Director or to any other office (except as auditor)or any position of employment with Barminco for the period and on the terms they think fit. The ChiefExecutive Officer (“CEO”) can also be appointed as the Chairman during his term as CEO. The Directorsare appointed to the Board for a term as may be determined by contract. The tenure of all directors issubject to earlier removal by ordinary resolution.

The Board may exercise all of the powers that our Constitution and the Australian Corporations Actallow. The Board endorses the ASX Corporate Governance Principles and Recommendations, and hasadopted corporate governance charters, policies and codes reflecting those recommendations. The Boardhas established the following additional committees to assist it in carrying out its responsibilities, whichact by examining various issues and making recommendations to the Board:

Audit and risk committee

The Audit and Risk Committee assists the Board in meeting its oversight responsibilities in the areasof financial reporting, treasury, external audit, internal control, compliance and risk management. TheAudit and Risk Committee may also undertake ad-hoc financial and governance related assignments ifdelegated by the Board.

The Audit and Risk Committee reviews, amongst other things, our compliance with accountingstandards and financial reporting standards and monitors the effectiveness and adequacy of ouraccounting and internal control processes. The Audit and Risk Committee reviews the performance andindependence of our external auditors and ensures that there are no material unresolved issues betweenthe Board and the external auditors.

The Audit and Risk Committee also reviews Board representations in support of statutory financialstatements, with particular reference to any areas of qualification, and makes recommendations to theBoard to support directors’ statutory resolutions surrounding interim and full year financial statements.

Risk management policies

Barminco recognizes that the mining environment is inherently uncertain and that best practice inrisk management is not only integral to achieving company objectives, but to ensuring that a safe andethical culture is entrenched. Barminco aims to measure, mitigate or control business risks whereverpossible and accordingly, Barminco operates pursuant to its Risk Management Policies. The Audit andRisk Committee also undertakes responsibilities related to risk management. The Audit and RiskCommittee assists the Board in fulfilling its responsibilities in relation to the oversight of risk managementby:

• ensuring an appropriate risk management culture is present in the organization,

• overseeing the processes for identifying and documenting areas of major risk,

113

15389

• reviewing management’s assessment of likelihood versus consequence with respect to major riskevents,

• assessing risk mitigation strategies and the assignment of major risk accountabilities,

• ensuring that agreed major risk mitigation strategies are effectively implemented, ensuring anadequate process framework exists to gain assurance that functional or line managementresponsibility exists for addressing non-major risks, and

• ensuring insurance coverage is in place and that cover terms are appropriate having regard to thelikelihood and consequence of insurable events.

Safety and sustainability committee

The Safety and Sustainability Committee is responsible for the assessment of Barminco’s overallperformance in relation to workplace health and safety, the environment and the wider community andthe development of sustainable business and industrial practices.

Employment agreements

Barminco has entered into employment agreements with each of its executive officers that set outthe salary and superannuation (retirement) benefits as well as basic terms and conditions of employment.Under the terms of the agreements, Barminco or the employee may terminate the employment at anytime upon giving between three and twelve months written notice. No amounts for termination ofexecutives and key management personnel have been agreed or contracted.

Share ownership of directors and executive officers

Other than Peter Bartlett, none of Barminco’s Directors and executive officers hold more than 1% ofBarminco’s ordinary shares. See “Principal Shareholders” and “Related Party Transactions.”

114

40255

PRINCIPAL SHAREHOLDERS

The Issuer is a wholly owned subsidiary of the Parent Guarantor. The following table sets forthpersons who beneficially own more than 5% of the ordinary shares of the Parent Guarantor as ofDecember 31, 2016.

ShareholderNumber of

shares owned % of class

Gresham Private Equity affiliated entities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000,500 60.0%Wesfarmers Limited(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 532,585 10.7%MFCo Nominees Ltd(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 532,585 10.7%

Bremerton Pty Ltd(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,499,500 30.0%Barholdco (EIS) Pty Ltd(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 450,126 9.0%

(1) The entities affiliated with Gresham Private Equity are:

• Gresham Partners Capital Ltd, which holds 1,264,482 ordinary shares or 25.3% of the class as custodian for certain

wholesale investors; Gresham Nominees 1 Pty Limited which holds 565,882 ordinary shares or 11.3% of the class in its

capacity as trustee of the Gresham Private Equity Fund No.2a;

• Gresham Nominees 2 Pty Limited, which holds 565,882 ordinary shares or 11.3% of the class in its capacity as trustee of

the Gresham Private Equity Fund No.2b;

• Perpetual Corporate Trust Limited, which holds 454,229 ordinary shares or 9.1% of the class as custodian for Gresham

Funds Management Limited (in its capacity as responsible entity of the Gresham Private Equity Co-Investment Fund); and

• Gresham Private Equity Limited, which holds 150,025 ordinary shares or 3.0% of the class in its capacity as custodian for

the Gresham Private Fund No.2 Co-Investment Plan.

(2) Wesfarmers Limited, which is a diversified Australian company that owns and operates retail, industrial and resources

businesses and is listed on the Australian Securities Exchange, beneficially owns 532,585 of the ordinary shares held by

Gresham affiliated entities (or 10.7% of all outstanding ordinary shares). Wesfarmers has an indirect interest in a further

762,430 ordinary shares (or 15.2% of all outstanding ordinary shares) through investment in the Gresham Private Equity Funds

No. 2a and No. 2b, and also owns a 50% interest in Gresham Partners Group Limited, which is the ultimate holding company

for the Gresham Partners operations.

(3) MFCo Nominees Ltd, an Australian trust, beneficially owns 532,585 of the ordinary shares held by Gresham affiliated entities

(or 10.7% of all outstanding ordinary shares).

(4) Bremerton Pty Ltd holds these ordinary shares in its capacity as trustee of the PM Bartlett Family Trust. PM Bartlett Pty Ltd

holds 99.9% of the ordinary shares in Bremerton Pty Ltd and Peter Bartlett, a Director of the Parent Guarantor, is one of two

directors of Bremerton Pty Ltd.

(5) Barholdco (EIS) Pty Ltd holds ordinary shares in its capacity as trustee on behalf of certain employees.

Shareholders’ deed

The Parent Guarantor entered into a shareholders’ deed with its major investors in August 2007 (asamended in February 2008) (the “Shareholders’ Deed”) in connection with Gresham Private EquityLimited’s acquisition of a majority stake in the Parent Guarantor.

The Shareholders’ Deed contains customary provisions, including those related to confidentiality,financial reporting obligations and access to information, board and management control, matters subjectto board approval and “drag and tag along” rights. The Shareholders’ Deed requires the consent ofGresham Private Equity and affiliated entities (as described in the table above, the “GreshamShareholders”) to certain matters. These matters include the following:

• the appointment and removal of any directors;

• the selection of the chairperson;

• entering into any related party arrangements;

• the appointment or removal of the auditor of the Parent Guarantor or its subsidiaries;

• a transfer of equity securities;

• the creation of any encumbrance by a shareholder over its securities;

• the consequences of an event of default in accordance the Shareholders’ Deed;

115

14911

• the decision to direct a manager or senior executive to transfer his or her interests in sharesunder the provisions of the rules of Barminco’s executive incentive plan or management incentiveplan (as the case may be); and

• a proposal to undertake an exit of investment.

The Shareholders’ Deed also contains restrictions on the ability of a party to transfer securitiesissued by the Parent Guarantor. Generally, a shareholder must not transfer any of its securities in theParent Guarantor except:

• to any person with the consent of the Gresham Shareholders;

• in the case of the Gresham Shareholders, to an affiliate of a Gresham Shareholder;

• in the case of Bremerton Pty Ltd, to one of its affiliates; and

• any permitted transfer under Barminco’s management or employee incentive arrangements fromtime to time.

Under the Shareholders’ Deed, the Gresham Shareholders are entitled to appoint two or moredirectors. Peter Bartlett is entitled to appoint one director to the Board and additional directors, not toexceed 29.99% of the number of directors appointed. The shareholders may, acting by a majority,appoint a person as a director who will also be the Chairperson. Any additional directors must beappointed by a unanimous resolution of the Board.

116

50737

RELATED PARTY TRANSACTIONS

The following is a summary of transactions between Barminco and related parties since July 2014.

Peter Bartlett and Bremerton Pty Ltd

Peter Bartlett is a director of the Parent Guarantor and controls and is the beneficial owner ofBremerton Pty Ltd, which owns 30% of the ordinary shares in the Parent Guarantor as at June 30, 2016.

Redeemable Preference Shares. Bremerton Pty Ltd owns 29% of the Redeemable PreferenceShares as at June 30, 2016. Capitalized interest on its Redeemable Preference Shares was A$78.4million at June 30, 2016.

Shareholder Loan Notes. Bremerton Pty Ltd was issued a loan note with a face value of A$6.0million in August 2007. In June 2016, the Shareholder Loan Note Deed Poll was amended which had theeffect of extending the maturity date to May 1, 2026 and interest ceased to accrue from June 29, 2016.The accumulated interest as at June 30, 2016 and 2015 was A$13.2 million and A$10.8 million,respectively. See “Description of Other Financing Arrangements” for further detail on the ShareholderLoan Notes.

Leased property for head office. Barminco leases its head office and adjacent facilities inHazelmere, Western Australia from Bremerton Pty Ltd. Terms of the lease were negotiated at arm’slength in 2008 and include:

• annual rent of A$1,650,000 (before rent review increase);

• expiry date of July 28, 2023;

• two five-year options for Barminco to extend the lease to July 2033; and

• annual fixed rent review (annual increase of 5%).

Total lease costs were A$1.0 million in the fiscal 2017 half year, A$2.3 million in fiscal 2016 andA$2.2 million in fiscal 2015. In January 2016, the annual rent increase of 5% was forgone.

Provision of electrical services—Hahn Electrical Contracting Pty Ltd. Hahn Electrical Contracting PtyLtd (“Hahn”), in which Peter Bartlett beneficially owns a 49% interest, supplies Barminco with electricalcontractors and electrical consumables under an agreement and provides electrical services on apurchase order basis. Each contract with Hahn either contains price management mechanisms or has alimited term (generally one year) at the end of which Barminco can review Hahn’s pricing against that ofother suppliers. Settlement of payables to Hahn is in line with similar third party creditors. Costs wereA$7.0 million in the fiscal 2017 half year, A$9.9 million in fiscal 2016 and A$11.5 million in fiscal 2015.

Consulting fee. In connection with the sale of Barminco Limited by Peter Bartlett to Gresham inAugust 2007, Barminco entered into a consultancy agreement with Peter Bartlett for the provision ofmanagement advice. The consultancy fee is A$0.3 million per annum as disclosed in the fiscal 2016financial statements. Costs were A$0.3 million in fiscal 2016 and A$0.3 million in fiscal 2015.

Director fees. Peter Bartlett is paid director fees and is reimbursed for business related expenses.The director fee was waived from January 2015 to December 2015. Costs were A$45.8 thousand in thefiscal 2017 half year, A$45.0 thousand in fiscal 2016 and A$40.0 thousand in fiscal 2015.

Gresham Private Equity

Entities affiliated with Gresham Private Equity Limited own 60.0% of the ordinary shares in theParent Guarantor as at June 30, 2016 and it has two representatives on the Board of Directors of theParent Guarantor.

Consultancy agreement. Gresham Private Equity Limited and the Parent Guarantor entered into aconsultancy agreement in September 2007 in connection with the purchase of Barminco Limited byGresham. The consultancy services involve the provision of corporate and financial advice. Theconsultancy fee is A$0.7 million per annum as disclosed in the fiscal 2016 financial statements.

Actual costs paid under the consultancy agreement were A$0.3 million in the fiscal 2017 half year,A$0.7 million in fiscal 2016 and A$0.7 million in fiscal 2015.

117

33109

Advisory fee in connection with refinancing in fiscal 2017. The Parent Guarantor has agreed to paya fee (not exceeding what would be paid on an arms-length basis) to an affiliate of Gresham PrivateEquity Limited, Gresham Advisory Partners Limited, for advisory services rendered in connection with theoffering of the Notes, the Currency and Interest Rate Hedges and the New Credit Facility.

Advisory fee in connection with potential initial public offer. The Parent Guarantor has agreed to paya fee (not exceeding what would be paid on an arms-length basis) to an affiliate of Gresham PrivateEquity Limited, Gresham Advisory Partners Limited, for advisory services rendered in connection with apotential future initial public offering, trade sale or similar transaction.

Redeemable Preference Shares. Entities and persons affiliated with Gresham Private Equity Limitedhold 83,701,025 Redeemable Preference Shares as at June 30, 2016. Interest on the redeemablepreference shares was compounded annually and the accumulated interest as at June 30, 2016 and2015 was A$183.1 million and A$150.3 million, respectively. In June 2016, the terms of the RedeemablePreference Shares were amended to cease accruing interest from June 29, 2016. See “Description ofOther Financing Arrangements” for further detail on the Redeemable Preference Shares.

Director fees. Members of the Parent Guarantor’s Board who represent Gresham Private EquityLimited are entitled to director fees. Costs were A$0.1 million in the fiscal 2017 half year, A$0.1 million infiscal 2016 and A$0.1 million in fiscal 2015. The director fees were waived from January 2015 toDecember 2015.

AUMS

Barminco holds a 50% interest in the AUMS joint venture entities.

AUMS owed Barminco A$0.6 million and A$0.3 million as at June 30, 2016 and 2015, respectively,and A$1.0 million as at December 31, 2016.

Management and Prior Management

Management and prior management are the beneficial owners of 500,000 ordinary shares of theParent Guarantor (representing 10% of its outstanding ordinary shares) and 3,396,945 RedeemablePreference Shares (representing 3% of the outstanding Redeemable Preference Shares) as disclosed inthe fiscal 2016 financial statements. In June 2016, the terms of the Redeemable Preference Shares wereamended to provide that interest ceased to accrue from June 29, 2016 and redemption of theRedeemable Preference Shares would be in the control of the Parent Guarantor.

118

83997

DESCRIPTION OF OTHER FINANCING ARRANGEMENTS

Below is a summary of documents governing our other indebtedness and financing arrangementsthat will remain outstanding after the issue of the Notes. This summary does not purport to be completeand is subject to, and qualified in its entirety by reference to, the underlying documents.

New Credit Facility

Promptly after completion of the offer of the Notes, we expect to enter into a secured revolvingcredit facility agreement for borrowings up to A$100.0 million for which we have commitments.

The Issuer will be the borrower and a guarantor, and the Guarantors will also be guarantors, underthe New Credit Facility. The New Credit Facility will be arranged by certain banks and financialinstitutions.

Borrowings under the New Credit Facility may be used for general corporate purposes.

We may, at any time (by giving appropriate notice) cancel or prepay the whole or any part (being atleast A$5 million) of the available facility at that time. Accrued and unpaid interest must be paid as partof such cancellation or prepayment along with break costs if prepayment is not made on the last day ofan interest period, but no premium, fee or penalty will be payable.

The New Credit Facility will benefit from an agreed suite of representations, undertakings, events ofdefault and other provisions. The matters set out below at “—Guarantee and security,” “—Covenants”and “—Events of default and review events” will all be contained in the agreement concerning the NewCredit Facility.

Interest and costs

The rate of interest on each revolving loan will be a margin over a base rate of Australian bank bills(BBSY).

We must pay a commitment fee equal to a percentage of the margin, calculated on the basis of thedaily available and undrawn lending commitment during each quarterly period and payable on the lastday of each such period. Commitment fees are non-refundable.

Guarantee and security

Each guarantor will jointly and severally guarantee the payment obligations of the borrower and eachguarantor under the New Credit Facility.

Each guarantor under the New Credit Facility will also guarantee the Notes.

The New Credit Facility and Currency and Interest Rate Hedges are to be secured by way ofsecurity over all or substantially all of the assets of the Issuer and the Guarantors other than in respectof the shares the Guarantors hold in AUMS. The security trust and intercreditor deed among thecounterparties to the Currency and Interest Rate Hedges and the lenders under the New Credit Facilitywill govern the arrangements between them, including how the benefit of the security is to be sharedbetween the financial institutions providing the New Credit Facility, the Currency and Interest RateHedges and other transactions hedging the interest rate exposure of the Issuer under the New CreditFacility (if any).

Covenants

The financing under the New Credit Facility will be subject to particular covenants and undertakings,including the following financial covenants which apply on the last day of each quarter:

• Leverage Test: the ratio of the sum of (i) Payment Priority Obligations plus (ii) any financialindebtedness in respect of asset finance less (iii) cash, to EBITDA must be less than or equal to1.75 times;

119

47828

• Fixed Charge Cover Ratio: the ratio of EBITDA plus rental expense (other than in respect of realestate) for the preceding 12 month period to net interest expense and rental expense (other thanin respect of real estate) for that 12 month period will be equal to or greater than 1.5 times; and

• Gearing: Payment Priority Obligations / total assets less intangible assets and assets subject toasset finance will be less than or equal to 50%.

In addition to these financial undertakings, the New Credit Facility will provide for certain restrictions,subject to grace periods and other agreed thresholds, on incurring competing financial indebtedness aswell as an undertaking that, subject to certain limitations, the guarantors must comprise no less than80% of Adjusted EBITDA and 80% of our total assets and any subsidiary comprising more than 5% ofAdjusted EBITDA and/or total assets must be a guarantor.

Other general undertakings will, subject to grace periods and other agreed thresholds, include theprovision of information, compliance with environmental, anti-money laundering, anti-corruption and otherlaws, limitations on the disposal of assets, changes in business operations and restrictions onguarantees, security, loans, financial indebtedness, distributions, hedging and acquisitions. Furtherrestrictions apply following the occurrence of an event of default.

Events of default and review events

Events of default under the New Credit Facility include, subject to agreed cure periods, non-payment, breach of financial undertakings, non-compliance with obligations, cross-default, insolvency,cessation of business, expropriation, litigation and occurrence of any material adverse event.

A “review event” occurs upon a change of control of the Parent Guarantor or Issuer or, following alisting, the shares of the relevant entity are suspended from or delisted from the ASX for 10 consecutivebusiness days. Following a review event we must discuss with our lenders how to restructure the NewCredit Facility, or if no agreement is reached, we may be asked to repay the facility in full.

Currency and Interest Rate Hedges

In connection with the closing for the offer of the Notes, the Issuer has entered into cross-currencyswaps, foreign exchange options or other forms of swap or derivative transaction(s) to hedge the USDforeign currency and/or interest rate exposure under the Notes with financial institutions that may includeaffiliates of the initial purchasers. The Issuer will enter into an International Swaps and DerivativesAssociation 2002 master agreement with each hedge counterparty, which will contain customaryprovisions. Each master agreement will contain terms governing the transactions with a hedgecounterparty under which the Issuer will hedge its foreign exchange and/or interest rate exposures underthe Notes to reduce the foreign currency and interest rate risk associated with all or part of itsobligations to pay principal and a fixed rate of interest under the Notes in U.S. dollars which obligationsare serviced by Australian dollar cash flows. The master agreements may also govern other swaps andderivatives transactions between the Issuer and hedge counterparties, including transactions hedging theinterest rate exposure of the Issuer under the New Credit Facility.

The obligations of the Issuer under the master agreements will be secured, as discussed under“—Guarantee and security” above. The obligations of the hedge counterparties to the Issuer may or maynot have the benefit of credit support and the Issuer will have credit exposure to the hedgecounterparties and any related credit support providers, who may or may not perform their obligationsunder the Currency and Interest Rate Hedges and any related credit support.

The Currency and Interest Rate Hedges may be terminated by the hedge counterparties prior totheir scheduled maturity as a result of events of default and termination events set out in the masteragreement. These events include failure to pay by the Issuer, insolvency relating to the Issuer, illegalityand various events relating to acceleration of the New Credit Facility or the Notes. The Issuer and thehedge counterparties also have certain rights to terminate the swaps governed by the masteragreements, including those hedging some or all of the U.S. dollar currency and/or interest rate exposureunder the Notes, before their scheduled maturity if some or all of the Notes are subject to earlyrepayment, redemption or purchase before the scheduled maturity date of the Notes.

120

98817

Upon any early termination of the Currency and Interest Rate Hedges under the early terminationprovisions described above, payment of an early termination amount calculated in accordance with theterms of the master agreements will either be required to be made by the Issuer to a hedgecounterparty, or by a hedge counterparty to the Issuer. In the event that any early termination amount ispayable to the Issuer following certain events of default in respect of the Issuer, such amount must bepaid to the security trustee for application in accordance with the security trust and intercreditor deed.

As the transactions entered into by the Issuer to hedge some or all of the U.S. dollar currencyand/or interest rate exposure under the Notes may be terminated prior to their scheduled maturity, theIssuer may not be fully protected against its foreign exchange and interest rate risk in a number ofcircumstances, including where the Issuer’s obligations are only partially hedged, where the hedgingtransactions are terminated due to an event of default or termination event in respect of either the Issueror the hedge counterparty prior to the maturity of the Notes, and in the event the principal amount of theNotes becomes payable prior to the expiration of the term of the swap (for example, if the Issuer isrequired to make an offer to purchase the Notes in the event of a Change of Control). The Issuer willnot have hedging protection against exchange rate and interest rate fluctuations with respect to its U.S.dollar currency and/or interest rate exposure under the Notes following the termination or maturity of therelevant Currency and Interest Rate Hedges or if the Currency and Interest Rate Hedges are not enteredinto.

Asset finance

To support the operational needs of the business, Barminco has entered into various masterequipment financing agreements and master finance lease contracts with a variety of counterparties,including Atlas Copco Customer Finance, Caterpillar Commercial, Toyota Finance, Volvo Finance,Sandvik and others. Under these master agreements, Barminco hires or leases various items of plantand machinery, including vehicles. The equipment financing agreements contain representations andundertakings from Barminco relating to the condition and state of the leased or hired equipment, and thecondition of its general business. While the terms of the equipment supply and finance lease agreementsare not identical, an event of default under any of the master agreements will generally give rise to aright of the financier to terminate the relevant leasing, to repossess the equipment or vehicles suppliedand to accelerate repayment of amounts owing to them.

Redeemable Preference Shares

In connection with the acquisition of Barminco Limited led by Gresham Private Equity Limited, theParent Guarantor issued Redeemable Preference Shares between August and October 2007 in anaggregate amount of A$122.2 million to a number of new shareholders and management under anexecutive incentive plan. The interest rate of 14% was compounded annually through fiscal 2016 and hasbeen capitalized. The balance of the Redeemable Preference Shares, including capitalized interest, wasA$391.7 million as of December 31, 2016.

In June 2016, the terms of the Redeemable Preference Shares were amended to provide thatinterest ceased to accrue from June 29, 2016 and redemption would be in the control of the ParentGuarantor. This had the effect of classifying these securities from borrowings to equity for accountingpurposes.

The Redeemable Preference Shares will be structurally and contractually subordinated to the Notesand the New Credit Facility.

Shareholder Loan Notes

In August 2007, the Parent Guarantor issued Shareholder Loan Notes to Bremerton Pty Ltd in anamount of A$6.0 million. Interest on the Shareholder Loan Notes is capitalized at a rate of 14%. Thebalance of the Shareholder Loan Notes, including capitalized interest, was A$19.2 million as ofDecember 31, 2016.

121

40135

In June 2016, the terms of the Shareholder Loan Notes were amended to provide that interestceased to accrue from June 29, 2016 and maturity extended to May 1, 2026.

The Shareholder Loan Notes will be subordinated to the Notes and the New Credit Facility.

Bremerton Pty Ltd owns 30.2% of the Parent Guarantor and Bremerton is, in turn, controlled byPeter Bartlett, the founder of Barminco and a director of the Parent Guarantor. See “PrincipalShareholders” and “Related Party Transactions.”

122

60469

DESCRIPTION OF THE NOTES

The Issuer will issue the Notes under the Indenture (the ‘Indenture”) among itself, the Guarantorsand The Bank of New York Mellon, as trustee (the “Trustee”). The terms of the Notes include thoseexpressly set forth in the Indenture. The Indenture will not be qualified under the Trust Indenture Act of1939, as amended (the “Trust Indenture Act”). The Notes will not be registered under the Securities Actand will be subject to certain transfer restrictions in the United States and elsewhere. See “TransferRestrictions.”

The Notes will be guaranteed on a senior secured basis by each Guarantor, including by anyRestricted Subsidiary that becomes a Guarantor in the future pursuant to the covenant described belowunder “—Certain covenants—Future guarantors.”

The Notes and the Note Guarantees will be secured by first priority Liens, subject to PermittedLiens, on the Collateral (as defined herein). The Issuer, each Guarantor and the Trustee will enter into asecurity trust deed (the “Security Trust Deed”) to be dated as of the Issue Date with Global Loan AgencyServices Australia Nominees Pty Limited, as security trustee (the “Security Trustee”), and certain relatedSecurity Documents.

This “Description of the Notes” is intended to be a useful overview of the material provisions of theNotes, the Indenture, the Security Trust Deed and the other Security Documents. Since this “Descriptionof the Notes” is only a summary, it does not contain all of the details found in the full text of, and isqualified in its entirety by the provisions of, the Notes, the Indenture, the Security Trust Deed and theother Security Documents. You should refer to the Notes, the Indenture, the Security Trust Deed and theother Security Documents for a complete description of the obligations of the Issuer and the Guarantorsand your rights. The Issuer will make a copy of the Indenture, the Security Trust Deed and the otherSecurity Documents available to the Holders and to prospective investors upon request.

You will find the definitions of capitalized terms used in this description under the heading “—Certaindefinitions.” For purposes of this description, references to “the Issuer,” “we,” “our” and “us” refer only toBarminco Finance Pty Limited and not to its Affiliates. Certain defined terms used in this description butnot defined herein have the meanings assigned to them in the Indenture.

General

Brief description of the Notes and the Note Guarantees

The Notes and the related Note Guarantees:

• will be the Issuer’s and each Guarantor’s general senior obligations, respectively;

• will rank senior in right of payment to all of the Issuer’s and each Guarantor’s obligations that areexpressly subordinated in right of payment to the Notes (in the case of indebtedness of the Issuer)and to the Note Guarantees (in the case of Indebtedness of the Guarantors);

• will be secured by a first priority Lien over the Collateral, subject to Permitted Liens, on an equaland ratable basis with any Pari Passu Secured Obligations and any Payment Priority Obligationsincurred by the Issuer and the Guarantors; provided that the Holders of Notes will be entitled toreceive proceeds of the Collateral upon any enforcement action with respect to the Collateral orotherwise after an Event of Default, including any bankruptcy, insolvency or liquidation proceeding,only following the prior payment in full of all Payment Priority Obligations, including anyoutstanding payment obligations mandatorily preferred by law;

• will be effectively subordinated to any obligations of the Issuer or the Guarantors that is securedby property and assets other than the Collateral, to the extent of the value of the property andassets securing such Indebtedness;

• will be effectively senior to any existing or future unsecured obligations of the Issuer or theGuarantors, in each case to the extent of the value of the Collateral (after giving effect to thepayment in full of any then outstanding Payment Priority Obligations (including any outstandingpayment obligations mandatorily preferred by law); and

123

62992

• will be effectively subordinated in right of payment to existing and future liabilities of any of ourNon-Guarantor Subsidiaries.

As of December 31, 2016, after giving effect to this offering and the use of the net proceedstherefrom, excluding Parent’s Shareholder Loan Notes:

• Parent and its consolidated Subsidiaries would have had A$522.7 million of total Indebtedness(including the Notes), none of which would have been subordinated to the Notes;

• of Parent’s and its consolidated Subsidiaries’ total Indebtedness, there would have been A$38.6million of secured Indebtedness outstanding under finance leases to which the Notes would havebeen effectively subordinated;

• there would have been commitments available to be borrowed under the New Credit Facility ofA$100.0 million, all of which would be Payment Priority Obligations to which the Notes would beeffectively subordinated; and

• the Subsidiaries of Parent that are not Guarantors would not have had any Indebtedness.

In addition, as of December 31, 2016, A$10.0 million of Shareholder Loan Notes were outstanding,which are contractually subordinated to the Notes.

Under the Indenture, the Issuer will be permitted to incur certain obligations and additionalIndebtedness in the future which may share in the Collateral. The amount of such secured Indebtednesswill be limited by the covenants described under the captions “—Certain covenants—Limitation onindebtedness” and “—Certain covenants—Limitation on liens.” Under certain circumstances, the amountof such obligations and additional Indebtedness secured by Permitted Liens on the Collateral could besignificant.

A substantial portion of the operations of Parent is conducted through its Subsidiaries. Only Parentand the Restricted Subsidiaries (other than the Issuer) that will either be a borrower under, or willguarantee, obligations under the New Credit Facility will initially guarantee the Notes on the Issue Dateas described under “—Note guarantees”. Barminco Egypt LLC, Barminco Egypt Underground MiningService S.A.E and Barminco South Africa (Proprietary) Limited (collectively, the “Initial Non-Guarantors”)will not guarantee the Notes. Furthermore, the Note Guarantees of the initial and future Guarantors(other than Parent) may be released under certain circumstances and future Subsidiaries of Parent maynot be required to Guarantee the Notes in certain circumstances. Claims of creditors of such Non-Guarantor Subsidiaries (other than the Issuer), including trade creditors and creditors holdingindebtedness or Guarantees issued by such Non-Guarantor Subsidiaries, and claims of preferredshareholders of such Non-Guarantor Subsidiaries, generally will have priority with respect to the assetsand earnings of such Non-Guarantor Subsidiaries over the claims of the creditors of the Issuer, includingHolders of the Notes. Accordingly, the Notes will be effectively subordinated to creditors (including tradecreditors) and preferred shareholders, if any, of such Non-Guarantor Subsidiaries.

Principal, interest and maturity

The Notes will mature on May 15, 2022, unless redeemed or repurchased prior to such date asdescribed herein. The Indenture is unlimited in aggregate principal amount of Notes which can be issued,although the issuance of Notes in this offering will be limited to US$350.0 million. We may issue anunlimited principal amount of additional Notes having identical terms and conditions as the Notes otherthan the issue date, the issue price, the first interest payment date and the first date from which interestwill accrue (the “Additional Notes”); provided that if any Additional Notes are not fungible with the Notesfor U.S. federal income tax purposes, such Additional Notes will be issued as a separate series underthe Indenture and will have a separate CUSIP number and ISIN from the Notes. We will only bepermitted to issue such Additional Notes if, at the time of such issuance, we are in compliance with thecovenants contained in the Indenture, including the covenant described under “—Certain covenants—Limitation on indebtedness.” Any Additional Notes will be part of the same issue as the Notes that weare currently offering and will be treated as a single class for purposes of the Indenture, includingwaivers, amendments, redemptions and offers to purchase. The Issuer will issue the Notes in minimumdenominations of US$2,000 and any integral multiple of US$1,000 in excess thereof.

124

15201

Interest on the Notes will:

• accrue at the rate of 6.625% per annum;

• accrue from the date of original issuance or, if interest has already been paid, from the mostrecent interest payment date;

• be payable in cash semi-annually in arrears on May 15 and November 15, commencing onMay 15, 2017;

• be payable to the Holders of record at the close of business on the May 1 and November 1immediately preceding the related interest payment dates; and

• be computed on the basis of a 360-day year comprised of twelve 30-day months.

Payments on the notes; paying agent and registrar

We will pay, or cause to be paid, the principal, premium, if any, and interest on the Notes at theoffice or agency designated by the Issuer, except that we may, at our option, pay interest on the Notesby check mailed to Holders at their registered address set forth in the registrar’s books. We will berequired to deposit with any Paying Agent, in immediately available funds, all amounts due and payableon any payment due, one Business Day prior to such payment date.

We will maintain one or more paying agents (each, a “Paying Agent”) for the Notes in the Boroughof Manhattan, City of New York. For so long as the Notes are listed on the official List of SingaporeExchange Securities Trading Limited (the “SGX-ST”) and the rules of the SGX-ST so require, if a GlobalNote is exchanged for Certificated Notes, the Issuer will also appoint and maintain a paying agent inSingapore, where the Notes may be presented or surrendered for payment or redemption, and make anannouncement of such exchange through the SGX-ST that will include all material information withrespect to the delivery of the Certificated Notes, including details of the paying agent in Singapore.

We have initially designated the corporate trust office of the Trustee to act as the Paying Agent andregistrar (the “Registrar”). We may, however, change the Paying Agent or Registrar without prior noticeto the Holders, and Parent or any of the Restricted Subsidiaries may act as Paying Agent or Registrar.

We will pay the principal, premium, if any, and interest on, Notes in global form registered in thename of or held by The Depository Trust Company (“DTC”) or its nominee in immediately available fundsto DTC or its nominee, as the case may be, as the registered Holder of such global Note.

Transfer and exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and theTrustee may require a Holder, among other things, to furnish appropriate endorsements and transferdocuments. No service charge will be imposed by the Issuer, the Trustee or the Registrar for anyregistration of transfer or exchange of Notes, but the Issuer may require a Holder to pay a sum sufficientto cover any transfer tax or other governmental taxes and fees required by law or permitted by theIndenture. The Issuer is not required to transfer or exchange any Note selected for redemption. Also,neither the Issuer nor the Trustee is required to transfer or exchange any Note for a period of 15 daysbefore the day of any selection of Notes to be redeemed.

The registered Holder of a Note will be treated as the owner of it for all purposes.

Payment of additional amounts

All payments made under or with respect to the Notes or with respect to any Note Guarantee will bemade free and clear of and without withholding or deduction for, or on account of, any present or futuretaxes, duties, assessments or other governmental charges of whatever nature, including any penalties,interest and other liabilities relating thereto (“Taxes”) imposed or levied by or on behalf of thegovernment of, or any political subdivision of any authority or agency therein or thereof having power totax of (i) any jurisdiction in which the Issuer (including any surviving entity) is then incorporated,organized or resident for tax purposes, (ii) any jurisdiction in which any Guarantor is then incorporated,organized or resident for tax purposes or (iii) any jurisdiction from or through which payment is made by

125

88156

or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any PayingAgent) (each of (i), (ii) and (iii), a “Relevant Tax Jurisdiction”), unless the withholding or deduction ofsuch Taxes is then required by law or by regulation or by government policy having the force of law. Ifany deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of anyRelevant Tax Jurisdiction will at any time be required by law or by regulation or by government policyhaving the force of law to be made from any payments made under or with respect to the Notes or withrespect to any Note Guarantee, including, without limitation, payments of principal, redemption price,repurchase price, interest or premium, the Issuer, the relevant Guarantor or other payor, as applicable,will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the netamounts received in respect of such payments by each Holder (including Additional Amounts) after suchwithholding or deduction will equal the respective amounts that would have been received in respect ofsuch payments in the absence of such withholding or deduction; provided, however, that no AdditionalAmounts will be payable with respect to:

(1) any Taxes that would not have been imposed but for the Holder of a Note or the beneficialowner of a Note being a citizen or resident or national of, incorporated in or carrying on abusiness or maintaining a permanent establishment or physical presence, in the applicableRelevant Tax Jurisdiction in which such Taxes are imposed or having any other present orformer connection with the applicable Relevant Tax Jurisdiction other than the mere acquisition,holding, enforcement or receipt of payment in respect of such Note or any Note Guarantee;

(2) any Taxes that are imposed or withheld as a result of the failure of the Holder of a Note orbeneficial owner of a Note to comply with any timely reasonable written request, made to thatHolder or beneficial owner, by the Issuer or any of the Guarantors to provide timely and accurateinformation concerning the nationality, residence or identity of such Holder or beneficial owner oran appropriate tax file number, Australian Business Number, or other number or exemptiondetails or to make any valid and timely declaration or similar claim or satisfy any certification,information or other reporting requirement, which is required or imposed by a statute, treaty,regulation or administrative practice of the applicable Relevant Tax Jurisdiction as a preconditionto any exemption from or reduction in all or part of such Taxes to which such Holder orbeneficial owner is entitled;

(3) any Note presented for payment (where Notes are in the form of definitive registered Notes andpresentation is required) more than 30 days after the relevant payment is first made available forpayment to the Holder (except to the extent that the Holder would have been entitled toAdditional Amounts had the Note been presented on the last day of such 30 day period);

(4) any payment under or with respect to a Note made to any Holder who is a fiduciary orpartnership or any person other than the sole beneficial owner of such payment, to the extentthat a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or thebeneficial owner of such payment would not have been entitled to the Additional Amounts hadsuch beneficiary, settlor, member or beneficial owner been the actual Holder of such Note;

(5) any estate, inheritance, gift, sales, excise, transfer, personal property or similar Taxes;

(6) any Note presented for payment by or on behalf of a Holder of Notes who would have been ableto avoid such withholding or deduction by presenting the relevant Note to another Paying Agent;

(7) any Taxes payable other than by deduction or withholding from payments under, or with respectto, the Notes or with respect to any Note Guarantee;

(8) any Taxes imposed or withheld by reason of such Holder or beneficial owner being an“associate” (as defined in Section 128F(9) of the Income Tax Assessment Act of 1936 ofAustralia (the “Australian Tax Act”)) of the Issuer or any of the Guarantors at the time of therelevant payment or by reason of the Australian Commissioner of Taxation giving a notice undersection 255 of the Australian Tax Act of Australia or section 260-5 of Schedule One of theTaxation Administration Act 1953 of Australia; or

(9) any combination of items (1) through (8) above.

In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the Trustee,Paying Agent and the Holders for any present or future stamp, issue, registration, court or documentary

126

89685

taxes, or any other excise or property taxes, charges or similar Taxes which are levied by any RelevantTax Jurisdiction on the execution, delivery, registration or enforcement of any of the Notes, the Indenture,any Note Guarantee, the Security Trust Deed, any other Security Document or any other document orinstrument referred to therein, excluding, in the case of the Trustee and Paying Agent, any income orsimilar tax imposed on the Trustee, and, in the case of the Holders, taxes, charges or similar leviesimposed by any jurisdiction other than (i) Australia (including States and Territories of Australia), (ii) anyjurisdiction in which a Guarantor is organized or is otherwise a resident for tax purposes, (iii) thejurisdiction in which any successor of the Issuer or a Guarantor is organized or resident for tax purposes,(iv) any jurisdiction in which such taxes are levied due to the Issuer’s, a Guarantor’s or a successor’sactivities in or connection with such jurisdiction, or (v) any jurisdiction in which a Paying Agent is located,and the Issuer will agree to indemnify the Holders for any such taxes properly paid by the Holders. TheIssuer and the Guarantors will indemnify and hold harmless each Holder for the amount of (i) any Taxesnot withheld or deducted by the Issuer or any Guarantor and levied or imposed and paid by such Holderas a result of payments made under or with respect to the Notes, (ii) any liability (including penalties,interest and expenses) arising therefrom or with respect thereto, and (iii) any Taxes imposed with respectto any reimbursement under clauses (i) or (ii) above.

If the Issuer or any Guarantor, as the case may be, is or becomes obligated to pay AdditionalAmounts with respect to any payment under or with respect to the Notes or any Note Guarantee, theIssuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is atleast 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arisesafter the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shallnotify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts willbe payable and the amount estimated to be so payable. The Officers’ Certificate must also set forth anyother information reasonably necessary to enable the Paying Agents to pay Additional Amounts toHolders on the relevant payment date. The Trustee shall be entitled to rely solely on such Officers’Certificate as conclusive proof that such payments are necessary and the amount of such payments. TheIssuer or the relevant Guarantor will provide the Trustee with documentation evidencing the payment ofAdditional Amounts and the Trustee will make such documentation available to the Holders of the Notes.

The Issuer, the relevant Guarantor and the Paying Agent will make all withholdings and deductionsrequired by law and will remit the full amount deducted or withheld to the relevant taxing authority inaccordance with applicable law. Upon request, the Issuer or the relevant Guarantor will provide to theTrustee an official receipt or, if official receipts are not obtainable, other documentation satisfactory to theTrustee evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevantGuarantor (as the case may be) will attach to each certified copy or other document a certificate statingthe amount of such Taxes paid per US$1,000 principal amount of the Notes then outstanding. Uponrequest, copies of those receipts or other documentation, as the case may be, will be made available bythe Trustee to the Holders of the Notes.

Whenever in the Indenture, the Notes or in this “Description of the Notes” there is mentioned, in anycontext, the payment of amounts based upon the principal amount of the Notes or of principal, interest orof any other amount payable under, or with respect to, any of the Notes or Note Guarantee (as the casemay be), such mention shall be deemed to include mention of the payment of Additional Amounts to theextent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The above obligations will survive termination, defeasance or discharge of the Indenture and anytransfer by a Holder or beneficial owner of its Notes and will apply mutatis mutandis to any jurisdiction inwhich any successor person to the Issuer or any Guarantor is incorporated, organized or resident for taxpurposes or any jurisdiction from or through which such person makes any payment on the Notes (orany Note Guarantee) and any political subdivision thereof or therein.

Optional redemption

Except as set forth herein, the Issuer will not be entitled to redeem the Notes.

127

76496

Special redemption in the event of an initial public offering

At any time prior to May 15, 2019 (the “Early Redemption Period”), the Issuer may, at its option,deliver a notice with respect to the redemption, upon not less than 30 nor more than 60 days’ noticemailed or otherwise delivered to each Holder in accordance with the applicable procedures of DTC, of upto US$125.0 million of the aggregate principal amount of the Notes with the Net Cash Proceeds of thefirst Equity Offering at a redemption price equal to 101% of the aggregate principal amount thereof, plusaccrued and unpaid interest, if any, to, but not including, the applicable redemption date. For theavoidance of doubt, the redemption date with respect to a notice of redemption delivered during theEarly Redemption Period need not also occur during the Early Redemption Period.

Optional redemption at any time prior to May 15, 2019

In addition, at any time prior to May 15, 2019, the Issuer may redeem the Notes, in whole or in part,upon not less than 30 nor more than 60 days’ prior notice mailed or otherwise delivered to each Holderin accordance with the applicable procedures of DTC, at a redemption price equal to 100% of theaggregate principal amount of the Notes, plus the Applicable Premium, plus accrued and unpaid interest,if any, to, but not including, the redemption date.

Optional redemption at any time on or after May 15, 2019

On and after May 15, 2019, the Issuer may redeem the Notes, in whole or in part, upon not lessthan 30 nor more than 60 days’ prior notice mailed or otherwise delivered to each Holder in accordancewith the applicable procedures of DTC, at the redemption prices (expressed in percentages of principalamount thereof on the redemption date) set forth below, plus accrued and unpaid interest to, but notincluding, the redemption date, if redeemed during the 12-month period commencing on May 15 of theyears set forth below:

Period Redemption Price

2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.313%2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101.656%2021 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.000%

Redemption upon changes in withholding taxes

The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon givingnot less than 30 nor more than 60 days’ prior notice mailed or otherwise delivered to each Holder inaccordance with the applicable procedures of DTC, at a redemption price equal to the principal amountthereof, together with accrued and unpaid interest, if any, to, but not including, the date fixed by theIssuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due and whichwill become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to theright of Holders of the Notes on the relevant record date to receive interest due on the relevant interestpayment date and Additional Amounts (if any) in respect thereof), if on the next date on which anyamount would be payable in respect of the Notes, the Issuer is or would be required to pay AdditionalAmounts, and the Issuer cannot avoid any such payment obligation by taking reasonable measuresavailable, and the requirement arises as a result of:

(1) any change in, repeal of or amendment to, the laws (or any regulations, or rulings promulgatedthereunder) of the applicable Relevant Tax Jurisdiction (as defined above) affecting taxationwhich change or amendment becomes effective on or after the Issue Date (or, if the applicableRelevant Tax Jurisdiction has changed since the Issue Date, the date on which the then currentRelevant Tax Jurisdiction became the applicable Relevant Tax Jurisdiction under the Indenture);or

(2) any change in, repeal of or amendment to, the existing official position or the introduction of anofficial position regarding the application, administration or interpretation of such laws, regulationsor rulings (including a holding, judgment or order by a court of competent jurisdiction or achange in published practice), which change, amendment, application or interpretation becomes

128

70751

effective on or after the Issue Date (or, if the applicable Relevant Tax Jurisdiction has changedsince the Issue Date, the date on which the then current Relevant Tax Jurisdiction became theapplicable Relevant Tax Jurisdiction under the Indenture).

The Issuer will not give any such notice of redemption earlier than 60 days prior to the earliest dateon which the Issuer would be obligated to make such payment if a payment in respect of the Notes werethen due, and at the time such notice is given, the obligation to pay Additional Amounts must remain ineffect. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notespursuant to the foregoing, the Issuer will deliver the Trustee an opinion of an independent tax expert,such tax expert being an internationally recognized law or accounting firm, to the effect that there hasbeen such change or amendment which would entitle the Issuer to redeem the Notes hereunder. Inaddition, before the Issuer publishes or mails notice of redemption of the Notes as described above, itwill deliver to the Trustee an Officers’ Certificate to the effect that it cannot avoid its obligation to payAdditional Amounts by the Issuer taking reasonable measures available to it.

The Trustee shall accept such Officers’ Certificate and opinion of the tax expert as sufficientevidence of the existence and satisfaction of the conditions precedent as described above, in whichevent it will be conclusive and binding on the Holders.

Selection and notice

In the case of any partial redemption, selection of the Notes for redemption will be made by theTrustee in compliance with the requirements of the principal national securities exchange, if any, onwhich the Notes are listed or, if the Notes are not listed, in accordance with the applicable procedures ofDTC or by such other method as the Trustee in its sole discretion deems to be fair and appropriate,although no Note of US$2,000 in principal amount or less will be redeemed in part. If any Note is to beredeemed in part only, the notice of redemption relating to such Note will state the portion of theprincipal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemedportion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note.

If the optional redemption date is on or after an interest record date but on or prior to the relatedinterest payment date, then any accrued and unpaid interest in respect of Notes subject to redemptionwill be paid on the redemption date to the Person in whose name the Note is registered at the close ofbusiness, on such record date, and no additional interest will be payable to Holders whose Notes will besubject to redemption by the Issuer.

Any redemption notice may, at the Issuer’s discretion, be subject to one or more conditionsprecedent, including completion of an Equity Offering or other corporate transaction.

Mandatory redemption; open market purchases

The Issuer is not required to make any mandatory redemption or sinking fund payments with respectto the Notes. However, under certain circumstances, the Issuer may be required to offer to purchase theNotes as described under the caption “—Repurchase at the option of holders.”

The Issuer or its Affiliates may acquire Notes by means other than a redemption, whether by tenderor exchange offer, open market purchases, negotiated transactions or otherwise, in accordance withapplicable securities laws, so long as such acquisition does not otherwise violate the terms of theIndenture.

Note guarantees

Parent and each Restricted Subsidiary (other than the Issuer) that either will be a borrower under, orwill guarantee, obligations under the New Credit Facility, will initially Guarantee the Notes. The InitialNon-Guarantors will not guarantee the Notes and will not be borrowers under or guarantee obligationsunder the New Credit Facility. The Guarantors will, jointly and severally, irrevocably and unconditionallyguarantee, on a senior secured basis, the Issuer’s Obligations under the Notes and all Obligations underthe Indenture. Such Guarantors will, jointly and severally, agree to pay, in addition to the amount statedabove, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by

129

45202

the Trustee or any Holder in enforcing any rights under the Note Guarantees. Each Note Guarantee willbe secured by the Collateral, subject to Permitted Liens.

Any entity that makes a payment under its Note Guarantee will be entitled upon payment in full ofall Obligations that are Guaranteed under the Indenture to a contribution from each other Guarantor inan amount equal to such other Guarantor’s pro rata portion of such payment.

Enforcement of the Note Guarantees and the security will be subject to certain generally availabledefenses. These laws and defenses include those that relate to corporate benefit, fraudulent conveyanceor transfer, voidable preference or similar laws, regulations or defenses affecting the rights of creditorsgenerally, which could render the security or the Note Guarantees limited, void, unenforceable or ultravires.

If a Note Guarantee or any security for such obligations were rendered voidable, the Holders couldbe left with an unsecured claim against the Issuer or Guarantors or, if the Note Guarantees are avoided,the Holders may be left with no claim against the Guarantors and a claim solely against the Issuer. See“Risk factors—Risks relating to the Notes and the Note Guarantees—The Note Guarantees, along withany future guarantees of the Notes and the security, will be subject to certain limitations on enforcementand may be limited by applicable law or subject to certain defenses that may limit their validity andenforceability.”

The Indenture will provide that each Note Guarantee by a Subsidiary Guarantor will be automaticallyand unconditionally released and discharged upon:

(1) (a) any sale, assignment, transfer, conveyance, exchange or other disposition (by merger,consolidation or otherwise) of the Capital Stock of such Subsidiary Guarantor after whichthe applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, which sale,assignment, transfer, conveyance, exchange or other disposition is made in compliancewith the provisions of the Indenture, including “—Repurchase at the option of holders—Asset sales” (it being understood that only such portion of the Net Available Cash as isrequired to be applied on or before the date of such release in accordance with the termsof the Indenture needs to be applied in accordance therewith at such time) and the firstparagraph under “—Certain covenants—Merger and consolidation;” provided that (i) allGuarantees and other obligations of such Subsidiary Guarantor in respect of all otherIndebtedness of Parent and the Restricted Subsidiaries terminate upon consummation ofsuch transaction and (ii) any Investment of Parent or any other Subsidiary of Parent (otherthan any Subsidiary of such Subsidiary Guarantor) in such Subsidiary Guarantor or anySubsidiary of such Subsidiary Guarantor in the form of an Obligation or Preferred Stock isrepaid, satisfied, released and discharged in full upon such release;

(b) the release or discharge of such Subsidiary Guarantor from its obligations as a borrower ofIndebtedness under the New Credit Facility, or from its Guarantee of Indebtedness ofParent and the Restricted Subsidiaries under the New Credit Facility, including, in eachcase, by reason of the termination of the New Credit Facility, and as a borrower or otherobligor under any other Indebtedness in excess of A$10.0 million of the Issuer and theGuarantors, including the Guarantee that resulted in the obligation of such SubsidiaryGuarantor to Guarantee the Notes if such Subsidiary Guarantor would not then otherwisebe required to Guarantee the Notes pursuant to the Indenture, except a release ordischarge by or as a result of payment under such Guarantee; provided that if suchGuarantor has Incurred any Indebtedness in reliance on its status as a SubsidiaryGuarantor under the covenant “—Certain covenants—Limitation on indebtedness,” suchSubsidiary Guarantor’s obligations under such Indebtedness, as the case may be, soIncurred are satisfied in full and discharged or are otherwise permitted to be Incurred by aRestricted Subsidiary (other than a Subsidiary Guarantor or the Issuer) under “Certaincovenants—Limitation on indebtedness;”

130

04051

(c) the consolidation, merger, winding up, sale, assignment, conveyance or transfer of all orsubstantially all of the properties and assets of such Subsidiary Guarantor after which theapplicable Subsidiary Guarantor is no longer a Restricted Subsidiary, in compliance with thecovenant described under “—Certain covenants—Merger and consolidation;”

(d) the proper designation of any Subsidiary Guarantor as an Unrestricted Subsidiary inaccordance with the covenant described under “Certain covenants—Designation ofrestricted and unrestricted subsidiaries;” or

(e) the Issuer’s exercise of its legal defeasance option or covenant defeasance option asdescribed under “—Defeasance” or the discharge of the Issuer’s obligations under theIndenture in accordance with the terms of the Indenture; and

(2) such Subsidiary Guarantor delivering to the Trustee an Officers’ Certificate and an Opinionof Counsel, each stating that all conditions precedent provided for in the Indenture relatingto such transaction or release have been complied with.

In the event that any released Subsidiary Guarantor (in the case of clause 1(b) and (c) above)thereafter borrows money or guarantees Indebtedness under the New Credit Facility or guarantees anyother Indebtedness of the Issuer or Guarantors, or otherwise Incurs Indebtedness, in any such case, inan aggregate principal amount in excess of A$10.0 million, such former Subsidiary Guarantor will againprovide a Note Guarantee. See “—Certain covenants—Future guarantors.”

Security

General

The Notes and the Note Guarantees will be secured by first priority Liens, subject to PermittedLiens, on substantially all of the assets of the Issuer and the Guarantors (such assets, other than theExcluded Assets (as defined herein), the “Collateral”). The security interests in the Collateral securing theNotes and the Note Guarantees will rank on an equal and ratable basis with any Pari Passu SecuredObligations and any Payment Priority Obligations incurred by the Issuer and or any Guarantor; providedthat the Holders of Notes will be entitled to receive proceeds of the Collateral upon any enforcementaction with respect to the Collateral or otherwise after an Event of Default, including any bankruptcy,insolvency or liquidation proceeding, only following the prior payment in full of all Payment PriorityObligations.

Certain assets of the Issuer and the Guarantors are excluded from the Collateral (the “ExcludedAssets”), including the following:

(1) Capital Stock of any AUMS joint venture and Barminco Indian Underground Mining Services LLPheld by any Guarantor; and

(2) subject to the obligation of the Issuer and each Guarantor to obtain consent from their contractcounterparties to the granting of security over the Issuer’s and each Guarantor’s rights, the rightsunder any contract that contains a provision that would restrict or prevent the Issuer or aGuarantor from making such contract subject to the security interest.

There can be no assurance that the proceeds of any sale of the Collateral following an Event ofDefault would be sufficient to satisfy payments due on the Notes. See “Risk factors—Risks relating to theNotes and the Note Guarantees.”

For additional information regarding the Collateral and enforcement procedures under Australian law,see “Description of the Collateral” and “Enforcement of Liens in Australia.”

Certain Covenants with Respect to the Collateral

The Collateral will be pledged pursuant to the Security Documents, which contain provisions relatingto identification of the Collateral and the maintenance and enforcement of perfected Liens thereon. Thefollowing is a summary of some of the covenants and provisions set forth in the Indenture and/or theSecurity Documents as they relate to the Collateral. See “Description of the collateral.”

131

75327

Maintenance of Collateral

The Indenture and/or the Security Documents will provide that the Issuer and the Guarantors shallmaintain the Collateral in good condition and repair (ordinary wear and tear excepted) and take all otheracts as may be reasonably necessary or appropriate to maintain and preserve the Collateral. TheIndenture and/or the Security Documents will also provide, subject to certain exceptions, that the Issuerand the Guarantors shall pay all real estate and other taxes, and maintain in full force and effect allmaterial permits and certain insurance coverages.

No Impairment of Security Interest

None of the Issuer and the Guarantors shall grant to any Person other than the Security Trustee, forthe benefit of the Trustee and the Holders and the other beneficiaries described in the SecurityDocuments, including the Security Trust Deed, any interest whatsoever in any of the Collateral, exceptthat Parent and the Restricted Subsidiaries may Incur Permitted Liens and the Collateral may bedischarged and released in accordance with the Indenture, the Security Trust Deed and the otherSecurity Documents.

Further Assurances

The Issuer and the Guarantors shall, subject to certain exceptions, at their own expense, executeand do all such acts and things and provide such assurances to the Security Trustee as may reasonablybe necessary to enable the Security Trustee (i) to register, perfect and maintain (in each jurisdiction,where applicable) the security interests intended to be afforded by the Security Documents and (ii) tofacilitate the realization of all or any part of the assets which are subject to such Security Documentsand to facilitate the exercise of all powers, authorities and discretion vested in the Security Trustee or inany receiver of all or any part of such assets.

The Indenture and/or the Security Documents will provide that the Issuer and the Guarantors shall,at their own expense, do all acts which may be reasonably necessary to enable the Security Trustee toconfirm that it holds, for the benefit of the beneficiaries under the Security Trust Deed (which includesthe Security Trustee, the Trustee (in its personal capacity and as Trustee for the Holders of the Notes),the holder of the Notes, the counterparties to certain Currency Agreements and Interest RateAgreements which constitute Payment Priority Obligations, the counterparties to certain other HedgingObligations that constitute Permitted Pari Passu Secured Obligations and the lenders, facility agent andarranger under any Payment Priority Obligations or Pari Passu Secured Obligations), duly created,enforceable and perfected (where applicable) Liens and security interests in the Collateral (subject toPermitted Liens) to the extent required by the Indenture and the Security Documents.

The Issuer and the Guarantors shall, at their sole expense, execute, acknowledge and deliver suchdocuments and instruments and take such other actions which may be necessary to enable the SecurityTrustee to register and perfect (in each jurisdiction, where applicable) the Liens created or intended to becreated by the Security Documents, including with respect to any after-acquired Collateral.

Sufficiency of Collateral

No appraisal of the value of the Collateral has been made in connection with this offering of Notesand the value of the Collateral in the event of liquidation may be materially different from its book value.The fair market value of the Collateral is subject to fluctuations based on factors that include, amongothers, the condition of our industry, the ability to sell the Collateral in an orderly sale, general economicconditions, the availability of buyers and other factors. The amount to be received upon a sale of theCollateral would also be dependent on numerous other factors, including, but not limited, to the actualfair market value of the Collateral at such time and the timing and the manner of the sale. By theirnature, portions of the Collateral may be illiquid and may have no readily ascertainable market value.Accordingly, there can be no assurance that the Collateral can be sold in a short period of time or in anorderly manner. In addition, the fact that the lenders or holders of Payment Priority Obligations willreceive proceeds from enforcement of the Collateral before Holders of the Notes and that other Personsmay have prior-ranking Liens in respect of the Collateral pursuant to Permitted Liens could have amaterial adverse effect on the amount that Holders of the Notes would receive upon a sale or other

132

68796

disposition of the Collateral. If the proceeds from a sale or other disposition of the Collateral were notsufficient to repay all amounts due on the Notes, the Holders (to the extent not repaid from the proceedsof the sale of the Collateral) would have only an unsecured claim against the remaining assets of theIssuer and the Guarantors. In addition, in the event of a bankruptcy or insolvency, the ability of theholders to realize upon any of the Collateral may be subject to certain bankruptcy or insolvency lawlimitations. See “Risk Factors—Risks relating to the Notes and Note Guarantee” and “Risk Factors—Risks relating to the Collateral.”

Use of Collateral

So long as no Event of Default shall have occurred and be continuing, and subject to certain termsand conditions, the Issuer and the Guarantors will be entitled to exercise any voting and otherconsensual rights pertaining to all Capital Stock pledged pursuant to the Security Documents and toremain in possession and retain exclusive control over the Collateral (other than as set forth in theSecurity Documents), to operate the Collateral, to alter or repair the Collateral and to collect, invest anddispose of any income thereon in accordance with the Security Documents.

Release of Collateral

Subject to the terms of the Security Trust Deed and the Indenture, the Issuer and the Guarantorswill be entitled to the release of the Liens over property and other assets constituting Collateral securingthe Notes and the Note Guarantees under any one or more of the following circumstances:

• in part, (A) in connection with any sale or other disposition of assets which are subject to suchLiens to a person that is not (either before or after giving effect to such transaction) Parent or aRestricted Subsidiary, if the sale or other disposition is made in compliance with the provisions ofthe Indenture or (B) otherwise in accordance with the Indenture, the Security Trust Deed or theother Security Documents, as applicable;

• in whole, as to Collateral that is owned by a Guarantor that is released from its Note Guarantee inaccordance with the Indenture governing the Notes (including if the Issuer designates that theGuarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of theIndenture);

• in whole, upon payment in full of the principal of, accrued and unpaid interest, if any, andpremium, if any, on the Notes;

• in whole, upon legal defeasance, covenant defeasance or satisfaction and discharge of theIndenture as provided below under “—Defeasance” and “—Satisfaction and discharge”; and

• in whole or in part, with the consent of Holders of the required aggregate principal amount of theNotes (including, without limitation, consents obtained in connection with a purchase of, or tenderoffer or exchange offer for, Notes) as set forth under “—Amendments and waivers.”

A release of any portion of the Collateral pursuant to the provisions of the Indenture, the SecurityTrust Deed and the other Security Documents will not be deemed to impair the security interest on theremaining Collateral under the Indenture, the Security Trust Deed or the other Security Documents.

To the extent required by the Indenture, the Security Trust Deed or any other Security Document,the Issuer (or the relevant Guarantor) will furnish to the Trustee and the Security Trustee, prior to certainproposed releases of such Collateral, an Officers’ Certificate and/or an Opinion of Counsel, as requiredby the Indenture, the Security Trust Deed or such other Security Document; provided, however, thatexcept with respect to the disposition of real property or Non-Revolving Assets (as such term is definedin the Security Trust Deed) in no event shall the Indenture, the Security Trust Deed or any other SecurityDocument require an Officers’ Certificate for the release of a Lien on Collateral that is sold or pledged inthe ordinary course of business to the extent such sale or pledge is not prohibited by the Indenture orthe Security Documents (which Lien on the Collateral shall be deemed automatically released upon anysuch sale).

Upon compliance by the Issuer (or relevant Guarantor) with the conditions precedent set forth above,the Security Trustee and the Trustee will, at the Issuer’s (or such Guarantor’s) expense, take all

133

81112

necessary action requested in writing by the Issuer (or such Guarantor) (including executing any releasedocumentation) to effectuate any release of Collateral, in accordance with the provisions of the Indenture,the Security Trust Deed and the other Security Documents. Each of the releases set forth above shall beeffected by the Security Trustee without the consent of the Holders of Notes or any action on the part ofthe Trustee.

Security Trust Deed

The beneficiaries under the Security Trust Deed will be the Security Trustee (in its personalcapacity), the Trustee (in its personal capacity and as Trustee for the holders of the Notes), the Holdersof Notes, the counterparties to certain Currency Agreements and Interest Rate Agreements whichconstitute Payment Priority Obligations, the counterparties to certain other Hedging Obligations thatconstitute Permitted Pari Passu Secured Obligations the lenders, facility agent and arranger under theNew Credit Facility and, to the extent any of the following persons becomes a party to the Security TrustDeed, each agent or other representative for any Pari Passu Secured Obligations, each agent or otherrepresentative for any Payment Priority Obligations and any other person to whom such Pari PassuSecured Obligations or Payment Priority Obligations are owed.

The Security Trust Deed and the Security Documents will govern the terms of the Collateral securingthe Notes, any Pari Passu Secured Obligations and any Payment Priority Obligations, as well as theinter-creditor relationship among these secured parties. The Security Trustee will be required to exerciseany right, power, authority or discretion vested in it as Security Trustee in accordance with theinstructions given to it in accordance with the Security Trust Deed. If so instructed by the InstructingGroup (as defined herein) or, in the case of certain amendments to the Security Trust Deed and certainother specific matters, all of the beneficiaries, the Security Trustee shall act or exercise, or refrain fromacting or exercising, any right, power, authority or discretion vested in it in its capacity as SecurityTrustee.

The Security Trust Deed will also set out the relative payment priorities of each class ofbeneficiaries. It will provide, among other things, that the proceeds of any collection, sale, disposition orother realization of Collateral received in connection with the exercise of remedies will be applied to payin full all Payment Priority Obligations before the holders of the Notes or any Pari Passu SecuredObligations will be entitled to receive any such proceeds.

Subject to the paragraphs below, the Instructing Group will be the Majority Super Senior Creditorsand the Majority Senior Secured Creditors.

However, if the Security Trustee receives instructions in relation to enforcement action, from both theMajority Senior Secured Creditors and the Majority Super Senior Creditors which are conflicting, thenprovided that the Majority Senior Secured Creditors have complied with the consultation requirements inthe Security Trust Deed, the Security Trustee will be required to follow the instructions of the MajoritySenior Secured Creditors for a period of 180 days. If obligations are outstanding under any PaymentPriority Obligations at the expiry of the 180 day standstill period, then the Security Trustee, will berequired to follow the instructions of the Majority Super Senior Creditors.

The ability of the Majority Senior Secured Creditors to control the enforcement process during thestandstill period in no way prevents the Super Senior Creditors from accelerating their debts in order tocrystallize a non-payment default and cause an insolvency event to arise. In addition, in circumstanceswhere the Issuer or a Guarantor is subject to a scheme of arrangement or other arrangement orcompromise (or a step is taken in relation to or in contemplation of such an arrangement) and, underthat arrangement, a Super Senior Creditor in respect of the New Credit Facility would not receive thebenefit of proceeds as a Super Senior Creditor in accordance with the payment priorities in the SecurityTrust Deed, that Super Senior Creditor may accelerate the debts of all Super Senior Creditors. Further,in circumstances where an administrator is appointed to the Issuer or a Guarantor, either of the MajoritySenior Secured Creditors or the Majority Super Senior Creditors may instruct the Security Trustee toappoint a receiver (in which case the Security Trustee is obliged to appoint a receiver despite conflictinginstructions from another beneficiary or group of beneficiaries).

134

84013

Under the Security Trust Deed, if the Security Trustee has taken any enforcement action or allamounts in respect of the Notes, any Payment Priority Obligations or any Pari Passu SecuredObligations have been accelerated or an insolvency event occurs in respect of the Issuer or anyGuarantor, then the Senior Secured Creditors (including the Holders of the Notes) will have a right,subject to certain conditions, to purchase all, but not part, of the Payment Priority Obligations at parvalue (or, if applicable, the accreted value of the Payment Priority Obligations).

Under the Security Trust Deed:

“Exposure” means on any date (but without double counting):

(a) in the case of the Security Trustee, the Trustee or any representative of holders of any PariPassu Secured Obligations or any Payment Priority Obligations, the amounts which the Issuerand the Guarantors are on that date liable to pay to or for the Security Trustee, the Trustee orsuch representative’s account;

(b) in the case of a Super Senior Creditor, the aggregate of:

(i) the amount of the undrawn commitment of such Super Senior Creditor in effect under theagreement governing the Payment Priority Obligations on that date; and

(ii) such Super Senior Creditor’s ratable amount of the total principal amount outstanding(including any amounts outstanding under any outstanding bank guarantees) under theagreement governing the Payment Priority Obligations on that date; and

(iii) in respect of any hedging transaction of that Super Senior Creditor under any SecuredHedging Agreement to which it is, or was, a party, that as of that date:

(a) has been terminated or closed out in accordance with the terms of the Security TrustDeed, the amount, if any, payable to that Super Senior Creditor under that SecuredHedging Agreement in respect of that termination or close-out (and before taking intoaccount any interest accrued on that amount since the date of termination or close out)to the extent that amount is unpaid; and

(b) has not been terminated or closed out, the amount, if any, which would be payable tothat Super Senior Creditor under that Secured Hedging Agreement in respect of thattransaction, if the date on which the calculation is made is deemed to be an EarlyTermination Date (as defined in the ISDA Master Agreement) for which the Issuer orGuarantor is the Defaulting Party (as defined in the ISDA Master Agreement),

in each case, as calculated by the relevant Super Senior Creditor in accordance with the termsof the applicable Secured Hedging Agreement;

(c) in the case of a Senior Secured Creditor (other than a Holder of Notes), the aggregate of:

(i) the amount of the undrawn commitment of such Senior Secured Creditor in effect under theagreement governing the Pari Passu Secured Obligations on that date; and

(ii) such Senior Secured Creditor’s ratable amount of the total principal amount outstanding(including any amounts outstanding under any outstanding bank guarantees) under theagreement governing the Pari Passu Secured Obligations on that date; and

(d) in the case of a Holder of Notes, the outstanding principal amount of the Notes held by suchHolder on that date.

For the purposes of paragraphs (b) and (c) above, the undrawn commitment of any Super SeniorCreditor or Senior Secured Creditor (as applicable) will not be counted towards the Exposure if suchSuper Senior Creditor or Senior Secured Creditor is not legally obliged to provide financialaccommodation to the Issuer or the Guarantors (including, without limitation, because of the inability ofthe Issuer or the Guarantors to satisfy any conditions precedent to utilization);

“Majority Senior Secured Creditors” means, at any time, the Senior Secured Creditors whoseaggregate Exposures exceed 50% of the total Exposures of all Senior Secured Creditors at such time;

“Majority Super Senior Creditors” means, at any time, the Super Senior Creditors whose aggregateExposures exceed 66 2/3% of the total Exposures of all Super Senior Creditors at such time;

135

22343

“Secured Hedging Agreement” means an agreement under which the Issuer or a Guarantor hasHedging Obligations to a Super Senior Creditor which constitute Priority Payment Obligations;

“Senior Secured Creditors” means the Holders of Notes and the holders of Permitted Pari PassuSecured Obligations; and

“Super Senior Creditors” means the holders of Payment Priority Obligations and the Trustee on itsown behalf only (and for the avoidance of doubt not on behalf of any Holder of Notes).

All amounts from time to time received or recovered by the Security Trustee pursuant to the termsof any Finance Document or in connection with the realisation or enforcement of all or any part of theSecurity shall be applied by the Security Trustee at any time as the Security Trustee (in its discretion)sees fit, to the extent permitted by applicable law (and subject to the provisions of the Security TrustDeed), in the following order of priority:

(1) in discharging any sums owing to the Security Trustee, any receiver or any attorney;

(2) in payment or distribution in respect of amounts owing to the Super Senior Creditors;

(3) in payment or distribution in respect of amounts owing to the Senior Secured Creditors (whichincludes the Holders of Notes);

(4) if no further amount is due to Super Senior Creditors or Senior Secured Creditors, in payment ordistribution to any person to whom the Security Trustee is obliged to pay or distribute in priorityto the Issuer or any Guarantor; and

(5) the balance, if any, in payment or distribution to the Issuer and any relevant Guarantor.

The Security Trust Deed will include a number of customary exclusions of liability and indemnities infavor of the Security Trustee. Indemnities against all loss, claim, action, damage, liability, cost, charge,expense, penalty, compensation, fine or outgoing suffered, paid or incurred are satisfied out of themoneys realized from the enforcement of the Security Documents. If there is not sufficient moneyavailable to satisfy the Security Trustee’s indemnity then each Security Provider is liable to satisfy theindemnity.

Repurchase at the option of holders

Change of control

If a Change of Control Triggering Event occurs, unless the Issuer has exercised its right to redeemall of the Notes as described under “—Optional redemption,” the Issuer will make an offer to purchase allof the Notes (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the principalamount of the Notes plus accrued and unpaid interest, if any, to, but not including, the date of purchase(the “Change of Control Payment”), subject to the right of Holders of record on a record date to receiveany interest due on the Change of Control Payment Date (as defined herein).

Within 30 days following any Change of Control Triggering Event, unless the Issuer has exercised itsright to redeem all of the Notes as described under “—Optional redemption,” the Issuer will mail a noticeof such Change of Control Offer to each Holder or otherwise deliver notice in accordance with theapplicable procedures of DTC, with a copy to the Trustee, stating:

(1) that a Change of Control Offer is being made, the expiration time for such Change of ControlOffer (which shall be no earlier than 30 days nor later than 60 days from the date such notice ismailed or otherwise delivered in accordance with the applicable procedures of DTC) and that allNotes properly tendered pursuant to such Change of Control Offer will be accepted for purchaseby the Issuer at a purchase price in cash equal to 101% of the principal amount of such Notesplus accrued and unpaid interest, if any, to, but not including, the date of purchase (subject tothe right of Holders of record on the applicable record date to receive interest due on theChange of Control Payment Date);

(2) the purchase date (which shall be no later than five Business Days after the date such Changeof Control Offer expires) (the “Change of Control Payment Date”); and

136

53039

(3) the procedures determined by the Issuer, consistent with the Indenture, that a Holder must followin order to have its Notes repurchased.

On the Change of Control Payment Date, the Issuer will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes (in integral multiples of US$1,000) properlytendered pursuant to the Change of Control Offer provided that if, following repurchase of aportion of a Note, the remaining principal amount of such Note outstanding immediately aftersuch repurchase would be less than US$2,000, then the portion of such Note so repurchasedshall be reduced so that the remaining principal amount of such Note outstanding immediatelyafter such repurchase is US$2,000;

(2) deposit with the Paying Agent which deposit shall be made on or prior to the Change of ControlPayment Date) an amount in immediately available funds equal to the Change of ControlPayment in respect of all Notes or portions of Notes so tendered; and

(3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted togetherwith an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notesbeing purchased by the Issuer in accordance with the terms of this covenant.

The Paying Agent will promptly mail (or otherwise deliver in accordance with the applicableprocedures of DTC) to each Holder of Notes so tendered the Change of Control Payment for suchNotes, and the Trustee will promptly, upon delivery of an authentication order from the Issuer,authenticate and mail (or otherwise deliver in accordance with the applicable procedures of DTC) (orcause to be transferred by book entry) to each Holder a new Note (it being understood that,notwithstanding anything in the Indenture to the contrary, no Opinion of Counsel or Officers’ Certificatewill be required for the Trustee to authenticate and mail or deliver such new Note) equal in principalamount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Notewill be in a principal amount of US$2,000 or integral multiples of US$1,000 in excess thereof.

If the Change of Control Payment Date is on or after an interest record date and on or before therelated interest payment date, any accrued and unpaid interest to the Change of Control Payment Datewill be paid on the Change of Control Payment Date to the Person in whose name a Note is registeredat the close of business on such record date.

The Change of Control provisions described above will be applicable whether or not any otherprovisions of the Indenture are applicable. Except as described above with respect to a Change ofControl Triggering Event, the Indenture does not contain provisions that permit the Holders to requirethat the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similartransaction.

Prior to making a Change of Control Payment, and as a condition to such payment (1) the requisitelenders or holders of Indebtedness incurred or issued under a credit facility, an indenture or otheragreement that may be violated by such payment shall have consented to such Change of ControlPayment being made and waived the event of default, if any, caused by the Change of Control or (2) theIssuer will repay all outstanding Indebtedness incurred or issued under a credit facility, an indenture orother agreement that may be violated by a Change of Control Payment or the Issuer will offer to repayall such Indebtedness, make payment to the lenders or holders of such Indebtedness that accept suchoffer and obtain waivers of any event of default arising under the relevant credit facility, indenture orother agreement from the remaining lenders or holders of such Indebtedness. The Issuer covenants toeffect such repayment or obtain such consent prior to making a Change of Control Payment, it being adefault of the Change of Control provisions of the Indenture if the Issuer fails to comply with suchcovenant. A default under the Indenture will result in a cross-default under the New Credit Facility.

The Issuer will not be required to make a Change of Control Offer upon a Change of ControlTriggering Event if a third party makes the Change of Control Offer in the manner, at the times andotherwise in compliance with the requirements set forth in the Indenture applicable to a Change ofControl Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn undersuch Change of Control Offer.

The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under theExchange Act and any other securities laws or regulations in connection with the repurchase of Notes

137

52665

pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws orregulations conflict with provisions of the Indenture, the Issuer will comply with the applicable securitieslaws and regulations and will not be deemed to have breached its obligations described in the Indentureby virtue of the conflict.

The Change of Control provisions described above may deter certain mergers, tender offers andother takeover attempts involving the Issuer by increasing the capital required to effectuate suchtransactions. The definition of “Change of Control” includes a disposition of all or substantially all of theproperty and assets of Parent and the Restricted Subsidiaries taken as a whole to any Person other thana Permitted Holder. Although there is a limited body of case law interpreting the phrase “substantiallyall,” there is no precise established definition of the phrase under applicable law. Accordingly, in certaincircumstances there may be a degree of uncertainty as to whether a particular transaction would involvea disposition of “all or substantially all” of the property or assets of a Person. As a result, it may beunclear as to whether a Change of Control has occurred and whether a Holder may require the Issuer tomake an offer to repurchase the Notes as described above.

Certain provisions under the Indenture relative to the Issuer’s obligation to make an offer torepurchase the Notes as a result of a Change of Control may be waived or modified with the writtenconsent of the Holders of a majority in outstanding principal amount of the Notes.

Asset sales

Parent will not, and will not permit any Restricted Subsidiary to, cause, make or suffer to exist anyAsset Disposition unless:

(1) Parent or such Restricted Subsidiary, as the case may be, receives consideration at least equalto the Fair Market Value (such Fair Market Value to be determined on the date of contractuallyagreeing to such Asset Disposition) of the shares and assets subject to such Asset Disposition;and

(2) except in the case of an Asset Swap, at least 75% of the consideration from such AssetDisposition received by Parent or such Restricted Subsidiary, as the case may be, is in the formof cash or Cash Equivalents.

For the purposes of clause (2) above and for no other purpose, the following will be deemed to becash:

(1) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet)of Parent or any Restricted Subsidiary (other than liabilities that are by their terms subordinatedto the Notes or the Note Guarantees) that are assumed by the transferee of any such assetsand from which Parent and all Restricted Subsidiaries have been validly released by allcreditors in writing;

(2) any securities, notes or other obligations received by Parent or any Restricted Subsidiary fromthe transferee that are converted by Parent or such Restricted Subsidiary into cash (to theextent of the cash received) within 180 days following the closing of such Asset Disposition;and

(3) any Designated Noncash Consideration received by Parent or any Restricted Subsidiary in suchAsset Disposition having an aggregate Fair Market Value, taken together with all otherDesignated Noncash Consideration received pursuant to this clause (3) that is at that timeoutstanding, not to exceed the greater of (i) A$10.0 million and (ii) 2.75% of Total TangibleAssets at the time of the receipt of such Designated Noncash Consideration (with the FairMarket Value of each item of Designated Noncash Consideration being measured at the timereceived without giving effect to subsequent changes in value).

Within 365 days from the later of the date of such Asset Disposition or the receipt of such NetAvailable Cash, an amount equal to 100% of the Net Available Cash from such Asset Disposition maybe applied by Parent or such Restricted Subsidiary, as the case may be, as follows:

(a) to the extent such Net Available Cash constitutes proceeds from Collateral:

138

19693

(i) to repay (and if such Indebtedness is revolving Indebtedness, to permanently reducecommitments with respect thereto) any Payment Priority Obligation of the Issuer or anyGuarantor (in each case other than Indebtedness held by or owed to the Issuer or an Affiliateof the Issuer); or

(ii) to repay other Pari Passu Secured Obligations of the Issuer or any Guarantor (other thanIndebtedness held by or owed to the Issuer or an Affiliate of the Issuer); provided, however,that the Issuer shall equally and ratably reduce Obligations under the Notes as providedunder “—Optional redemption,” through open market purchases at or above 100% of theprincipal amount thereof or by making an offer (in accordance with the procedures below fora Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principalamount thereof, in each case plus the amount of accrued but unpaid interest on the Notesthat are purchased or redeemed;

(b) to the extent such Net Available Cash from such Asset Disposition does not constitute proceedsfrom Collateral:

(i) to repay any Payment Priority Obligation of the Issuer or any Guarantor (in each case otherthan Indebtedness held by or owed to the Issuer or an Affiliate of the Issuer);

(ii) to repay other Pari Passu Secured Obligations of the Issuer or any Guarantor (other thanIndebtedness held by or owed to the Issuer or an Affiliate of the Issuer); provided, however,that the Issuer shall equally and ratably reduce Obligations under the Notes as providedunder “—Optional redemption,” through open market purchases at or above 100% of theprincipal amount thereof or by making an offer (in accordance with the procedures below fora Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principalamount thereof, in each case plus the amount of accrued but unpaid interest on the Notesthat are purchased or redeemed;

(iii) to repay (and if such Indebtedness is revolving Indebtedness, to permanently reducecommitments with respect thereto) any other Indebtedness of the Issuer (other than anyDisqualified Stock or Subordinated Obligations) or Indebtedness of a Guarantor (other thanany Disqualified Stock, Preferred Stock or Guarantor Subordinated Obligations) (in eachcase, other than Indebtedness held by or owed to the Issuer or an Affiliate of the Issuer);provided, however, that the Issuer shall equally and ratably reduce Obligations under theNotes as provided under “—Optional redemption,” through open market purchases at orabove 100% of the principal amount thereof or by making an offer (in accordance with theprocedures below for a Asset Disposition Offer) to all Holders to purchase their Notes at100% of the principal amount thereof, in each case plus the amount of accrued but unpaidinterest on the Notes that are purchased or redeemed; or

(iv) in the case of an Asset Sale by a Non-Guarantor Subsidiary, to repay Indebtedness of suchNon-Guarantor Subsidiary (other than Indebtedness held by or owed to the Issuer or anAffiliate of the Issuer);

(c) to invest in Additional Assets; provided, however, that to the extent Additional Assets areacquired with Net Available Cash from an Asset Disposition of Collateral, such assets arepledged as Collateral to the extent required by the Security Documents for the benefit of theHolders of the Notes and the other beneficiaries described in the Security Documents; or

(d) any combination of the foregoing;

provided that that pending the final application of any such Net Available Cash in accordance with clause(a), (b), (c) or (d) above, Parent and the Restricted Subsidiaries may temporarily reduce Indebtedness(including under a revolving Debt Facility) or otherwise invest such Net Available Cash in any manner notprohibited by the Indenture; provided, further, that in the case of clause (c), a binding commitment toinvest in Additional Assets shall be treated as a permitted application of the Net Available Cash from thedate of such commitment so long as Parent or a Restricted Subsidiary enters into such commitment withthe good faith expectation that such Net Available Cash will be applied to satisfy such commitment within270 days of such commitment (an “Acceptable Commitment”) and such Net Available Cash is actuallyapplied in such manner within the later of 365 days from the consummation of the Asset Sale and 270

139

86124

days from the date of the Acceptable Commitment, and in the event any Acceptable Commitment is latercancelled or terminated for any reason before the Net Available Cash is applied in connection therewith,Parent or such Restricted Subsidiary enters into another Acceptable Commitment (a “SecondCommitment”) within 270 days of such cancellation or termination and such Net Available Cash isactually applied in such manner within 270 days from the date of the Second Commitment, it beingunderstood that if a Second Commitment is later cancelled or terminated for any reason before such NetAvailable Cash is applied, then such Net Available Cash shall constitute Excess Proceeds.

Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in thepreceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an AssetDisposition, if the aggregate amount of Excess Proceeds exceeds A$10.0 million, the Issuer will berequired to make an offer (an “Asset Disposition Offer”) to all Holders and, to the extent required by theterms of any outstanding Pari Passu Secured Obligations, to all holders of such Pari Passu SecuredObligations, to purchase the maximum aggregate principal amount of Notes and any such Pari PassuSecured Obligations that may be purchased out of the Excess Proceeds, at an offer price in cash in anamount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, butnot including, the date of purchase (subject to the right of Holders of record on a record date to receiveinterest due on the Asset Disposition Purchase Date (as defined herein)) (or, in respect of such PariPassu Secured Obligations, such lesser price, if any, as may be provided for by the terms of such PariPassu Secured Obligations) in accordance with the procedures set forth in the Indenture or theagreements governing the Pari Passu Secured Obligations, as applicable, in the case of the Notes inintegral multiples of US$1,000; provided that if, following repurchase of a portion of a Note, theremaining principal amount of such Note outstanding immediately after such repurchase would be lessthan US$2,000, then the portion of such Note so repurchased shall be reduced so that the remainingprincipal amount of such Note outstanding immediately after such repurchase is US$2,000. The Issuershall commence an Asset Disposition Offer with respect to Excess Proceeds by mailing (or otherwisecommunicating in accordance with the applicable procedures of DTC) the notice required pursuant to theterms of the Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notesand Pari Passu Secured Obligations validly tendered and not properly withdrawn pursuant to an AssetDisposition Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceedsfor general corporate purposes, subject to other covenants contained in the Indenture. If the aggregateprincipal amount of Notes and Pari Passu Secured Obligations validly tendered and not properlywithdrawn pursuant to an Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trusteeshall select the Notes and such Pari Passu Obligations to be purchased on a pro rata basis on the basisof the aggregate accreted value or principal amount of tendered Notes and Pari Passu SecuredObligations (provided that the selection of such Pari Passu Secured Obligations shall be made pursuantto the terms of such Pari Passu Secured Obligation). Upon completion of such Asset Disposition Offer,the amount of Excess Proceeds shall be reset at zero.

The Asset Disposition Offer will remain open for a period of 20 Business Days following itscommencement, except to the extent that a longer period is required by applicable law (the “AssetDisposition Offer Period”). No later than five Business Days after the termination of the Asset DispositionOffer Period (the “Asset Disposition Purchase Date”), the Issuer will apply all Excess Proceeds to thepurchase of the aggregate principal amount of Notes and, if applicable, Pari Passu Secured Obligations(on a pro rata basis, if applicable) required to be offered for purchase pursuant to this covenant (the“Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validlytendered, all Notes and Pari Passu Secured Obligations validly tendered in response to the AssetDisposition Offer. Payment for any Notes so purchased will be made in the same manner as interestpayments are made.

If the Asset Disposition Purchase Date is on or after an applicable interest record date and on orbefore the related interest payment date, any accrued and unpaid interest to the Asset DispositionPurchase Date will be paid on the Asset Disposition Date to the Person in whose name a Note isregistered at the close of business on such record date.

On or before the Asset Disposition Purchase Date, the Issuer will, to the extent lawful, accept forpayment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes andPari Passu Secured Obligations or portions thereof validly tendered and not properly withdrawn pursuant

140

58700

to the Asset Disposition Offer, or, if less than the Asset Disposition Offer Amount has been validlytendered and not properly withdrawn, all Notes and Pari Passu Secured Obligations so tendered, in thecase of the Notes in integral multiples of US$1,000; provided that if, following repurchase of a portion ofa Note, the remaining principal amount of such Note outstanding immediately after such repurchasewould be less than US$2,000, then the portion of such Note so repurchased shall be reduced so that theremaining principal amount of such Note outstanding immediately after such repurchase is US$2,000.The Issuer will deliver, or cause to be delivered, to the Trustee the Notes so accepted and an Officers’Certificate stating the aggregate principal amount of Notes so accepted and that such Notes wereaccepted for payment by the Issuer in accordance with the terms of this covenant. In addition, the Issuerwill deliver all certificates and instruments required, if any, by the agreements governing the Pari PassuSecured Obligations. The Paying Agent or the Issuer, as the case may be, will promptly, but in no eventlater than five Business Days after termination of the Asset Disposition Offer Period, mail (or otherwisedeliver in accordance with the applicable procedures of DTC) to each tendering Holder or holder orlender of Pari Passu Secured Obligations, as the case may be, an amount equal to the purchase priceof the Notes or Pari Passu Secured Obligations so validly tendered and not properly withdrawn by suchholder or lender, as the case may be, and accepted by the Issuer for purchase, and the Issuer willpromptly issue a new Note, and the Trustee, upon delivery of an authentication order from the Issuer,will authenticate and mail (or otherwise deliver in accordance with the applicable procedures of DTC) (orcause to be transferred by book entry) such new Note to such Holder (it being understood that,notwithstanding anything in the Indenture to the contrary, no Opinion of Counsel or Officers’ Certificatewill be required for the Trustee to authenticate and mail or deliver such new Note) in a principal amountequal to any unpurchased portion of the Note surrendered; provided that each such new Note will be ina principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. In addition, theIssuer will take any and all other actions required by the agreements governing the Pari Passu SecuredObligations. Any Note not so accepted will be promptly mailed or delivered by the Issuer to the Holderthereof.

Parent will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless:

(1) at the time of entering into such Asset Swap and immediately after giving effect to such AssetSwap, no Default or Event of Default shall have occurred and be continuing or would occur as aconsequence thereof;

(2) in the event such Asset Swap involves the transfer by Parent or any Restricted Subsidiary ofassets having an aggregate Fair Market Value, as determined by the Board of Directors ofParent in good faith, in excess of A$5.0 million, the terms of such Asset Swap have beenapproved by a majority of the disinterested members of the Board of Directors of Parent; and

(3) in the event such Asset Swap involves the transfer by Parent or any Restricted Subsidiary ofassets having an aggregate Fair Market Value, as determined by the Board of Directors ofParent in good faith, in excess of A$15.0 million, Parent has received a written opinion from anIndependent Financial Advisor that such Asset Swap is fair to Parent or such RestrictedSubsidiary, as the case may be, from a financial point of view.

The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under theExchange Act and any other securities laws or regulations in connection with the repurchase of Notespursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws orregulations conflict with provisions of the Indenture, the Issuer will comply with the applicable securitieslaws and regulations and will not be deemed to have breached its obligations under the Indenture byvirtue of its compliance with applicable securities laws and regulations.

Certain covenants

Effectiveness of covenants

Following the first day (such date, a “Suspension Date”):

(a) the Notes have an Investment Grade Rating from both of the Rating Agencies; and

(b) no Default has occurred and is continuing under the Indenture,

141

80636

Parent and the Restricted Subsidiaries will not be subject to the provisions of the Indenturesummarized under the headings below:

• “—Repurchase at the option of holders—Asset sales,”

• “—Limitation on restricted payments,”

• “—Limitation on indebtedness,”

• “—Future guarantors” (but only with respect to any Person that is required to become a Guarantorafter the date of the commencement of the applicable Suspension Date),

• “—Limitation on restrictions on distributions from restricted subsidiaries,”

• “—Designation of restricted and unrestricted subsidiaries,”

• “—Limitation on affiliate transactions” and

• clause (5) of the first paragraph of “—Merger and consolidation”

(collectively, the “Suspended Covenants”). Upon the occurrence of any Suspension Date, the amount ofExcess Proceeds from Net Available Cash shall be reset at zero. If at any time the Notes’ credit rating isdowngraded from an Investment Grade Rating by any Rating Agency or if a Default or Event of Defaultoccurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if suchcovenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to theterms of the Indenture (including in connection with performing any calculation or assessment todetermine compliance with the terms of the Indenture), unless and until the Notes subsequently attain anInvestment Grade Rating from both of the Rating Agencies and no Default or Event of Default is inexistence (in which event the Suspended Covenants shall no longer be in effect for such time that theNotes maintain an Investment Grade Rating from both of the Rating Agencies and no Default or Event ofDefault is in existence); provided, however, that no Default, Event of Default or breach of any kind shallbe deemed to exist under the Indenture, the Notes or the Note Guarantees with respect to theSuspended Covenants based on, and none of Parent or any of its Subsidiaries shall bear any liability for,any actions taken or events occurring during the Suspension Period (as defined herein), regardless ofwhether such actions or events would have been permitted if the applicable Suspended Covenantsremained in effect during such period. The period of time between the Suspension Date and theReinstatement Date is referred to as the “Suspension Period.”

On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will beclassified to have been Incurred pursuant to the first paragraph of “—Limitation on indebtedness” or oneof the clauses set forth in the second paragraph of “—Limitation on indebtedness” (in each case to theextent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Dateand after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on theReinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurredpursuant to the first or second paragraph of “—Limitation on indebtedness,” such Indebtedness will bedeemed to have been outstanding on the Issue Date, so that it is classified under clause (3) of thesecond paragraph of “—Limitation on indebtedness.” Calculations made after the Reinstatement Date ofthe amount available to be made as Restricted Payments under “—Limitation on restricted payments” willbe made as though the covenant described under “—Limitation on restricted payments” had been ineffect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Paymentsmade during the Suspension Period will reduce the amount available to be made as Restricted Paymentsunder the first paragraph of “—Limitation on restricted payments.”

During any period when the Suspended Covenants are suspended, the Board of Directors of Parentmay not designate any of Parent’s Subsidiaries as Unrestricted Subsidiaries pursuant to the Indenture.

Promptly following the occurrence of any Suspension Date or Reinstatement Date, the Issuer willprovide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall have noobligation to independently determine or verify if a Suspension Date or Reinstatement Date has occurredor notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy ofsuch Officers’ Certificate to any Holder of the Notes upon request. There can be no assurance that theNotes will ever achieve an Investment Grade Rating.

142

36023

Limitation on restricted payments

Parent will not, and will not permit any Restricted Subsidiary, directly or indirectly, to:

(1) declare or pay any dividend or make any distribution (whether made in cash, securities or otherproperty) on or in respect of its or any of its Restricted Subsidiaries’ Capital Stock (including anypayment in connection with any merger or consolidation involving Parent or any RestrictedSubsidiary) other than:

(a) dividends or distributions payable solely in Capital Stock of Parent (other than DisqualifiedStock); and

(b) dividends or distributions by a Restricted Subsidiary, so long as, in the case of any dividendor distribution payable on or in respect of any Capital Stock issued by a RestrictedSubsidiary that is not a Wholly Owned Subsidiary, Parent or the Restricted Subsidiaryholding such Capital Stock receives at least its pro rata share of such dividend ordistribution;

(2) purchase, redeem, retire or otherwise acquire for value, including in connection with any mergeror consolidation, any Capital Stock of the Issuer, Parent or any direct or indirect parent of theIssuer held by Persons other than Parent or a Restricted Subsidiary;

(3) make any principal payment on, or purchase, repurchase, redeem, defease or otherwise acquireor retire for value, prior to any scheduled repayment, scheduled sinking fund payment orscheduled maturity, any Subordinated Obligations or Guarantor Subordinated Obligations, otherthan:

(a) Indebtedness of the Issuer owing to and held by any Guarantor or Indebtedness of aGuarantor owing to and held by the Issuer or any other Guarantor permitted under clause (5)of the second paragraph of the covenant “—Limitation on indebtedness;” or

(b) the purchase, repurchase, redemption, defeasance or other acquisition or retirement ofSubordinated Obligations or Guarantor Subordinated Obligations purchased in anticipation ofsatisfying a sinking fund obligation, principal installment or final maturity, in each case duewithin one year of the date of purchase, repurchase, redemption, defeasance or otheracquisition or retirement); or

(4) make any Restricted Investment

(all such payments and other actions referred to in clauses (1) through (4) above (other than anyexception thereto) shall be referred to as a “Restricted Payment”), unless, at the time of and aftergiving effect to such Restricted Payment:

(a) no Default shall have occurred and be continuing (or would result therefrom);

(b) immediately after giving effect to such transaction on a pro forma basis, the Issuer couldIncur A$1.00 of additional Indebtedness under the provisions of the first paragraph of the“—Limitation on indebtedness” covenant;

(c) the aggregate amount of such Restricted Payment and all other Restricted Paymentsdeclared or made subsequent to the Issue Date (excluding Restricted Payments madepursuant to clauses (1), (2), (3), (8), (9), (10), (12) and (13) of the next succeedingparagraph) would not exceed the sum of (without duplication):

(i) 50% of Consolidated Net Income for the period (treated as one accounting period) fromJanuary 1, 2017 to the end of the most recent fiscal quarter ending prior to the date ofsuch Restricted Payment for which financial statements are available (or, in case suchConsolidated Net Income is a deficit, minus 100% of such deficit); plus

(ii) 100% of the aggregate Net Cash Proceeds and the Fair Market Value of marketablesecurities or other property received by Parent from the issue or sale of its Capital Stock(other than Disqualified Stock) or other capital contributions subsequent to the Issue Date,other than:

(x) Net Cash Proceeds received from an issuance or sale of such Capital Stock to aSubsidiary of Parent or to an employee stock ownership plan, option plan or similar

143

04510

trust to the extent such sale to an employee stock ownership plan or similar trust isfinanced by loans from or Guaranteed by Parent or any Restricted Subsidiary unlesssuch loans have been repaid with cash on or prior to the date of determination; and

(y) Net Cash Proceeds received by Parent from the issue and sale of its Capital Stockor capital contributions to the extent applied to redeem Notes in compliance with theprovisions set forth under the second and third paragraphs of “—Optionalredemption;” plus

(iii) the amount by which Indebtedness of Parent or any Restricted Subsidiary is reduced onParent’s consolidated balance sheet upon the conversion or exchange (other than debtheld by a Subsidiary of Parent) subsequent to the Issue Date of any Indebtedness ofParent or any Restricted Subsidiary convertible or exchangeable for Capital Stock (otherthan Disqualified Stock) of Parent (less the amount of any cash, or the Fair Market Valueof any other property, distributed by Parent upon such conversion or exchange); plus

(iv) the amount equal to the net reduction in Restricted Investments made by Parent or anyRestricted Subsidiary in any Person resulting from:

(x) repurchases or redemptions of such Restricted Investments by such Person,proceeds realized upon the sale of such Restricted Investment to an unaffiliatedpurchaser, repayments of loans or advances or other transfers of assets (includingby way of dividend or distribution) by such Person to Parent or any RestrictedSubsidiary (other than for reimbursement of tax payments); or

(y) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries or themerger or consolidation of an Unrestricted Subsidiary with and into Parent or anyRestricted Subsidiary (valued in each case as provided in the definition of“Investment”) not to exceed the amount of Investments previously made by Parent orany Restricted Subsidiary in such Unrestricted Subsidiary,

which amount in each case under this clause (iv) was previously included in thecalculation of the amount of Restricted Payments; provided, however, that no amountwill be included under this clause (iv) to the extent it is already included in ConsolidatedNet Income.

The provisions of the preceding paragraph will not prohibit:

(1) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of CapitalStock of Parent, Disqualified Stock of Parent or Subordinated Obligations or GuarantorSubordinated Obligations made by exchange for, or out of the proceeds of the substantiallyconcurrent sale of, Capital Stock of Parent (other than Disqualified Stock and other than CapitalStock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to theextent such sale to an employee stock ownership plan or similar trust is financed by loans fromor Guaranteed by Parent or any Restricted Subsidiary unless such loans have been repaid withcash on or prior to the date of determination); provided, however, that the Net Cash Proceedsfrom such sale of Capital Stock will be excluded from clause (c)(ii) of the preceding paragraph;

(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement ofSubordinated Obligations or Guarantor Subordinated Obligations made by exchange for, or out ofthe proceeds of the substantially concurrent sale of, Subordinated Obligations or any purchase,repurchase, redemption, defeasance or other acquisition or retirement of Guarantor SubordinatedObligations made by exchange for or out of the proceeds of the substantially concurrent sale ofGuarantor Subordinated Obligations, so long as such refinancing Subordinated Obligations orGuarantor Subordinated Obligations are permitted to be Incurred pursuant to the covenantdescribed under “—Limitation on indebtedness” and constitute Refinancing Indebtedness;

(3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement ofDisqualified Stock of Parent or a Restricted Subsidiary made by exchange for or out of theproceeds of the substantially concurrent sale of Disqualified Stock of Parent or such RestrictedSubsidiary, as the case may be, so long as such refinancing Disqualified Stock is permitted to

144

05469

be Incurred pursuant to the covenant described under “—Limitation on indebtedness” andconstitutes Refinancing Indebtedness;

(4) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value ofany Subordinated Obligation (a) at a purchase price not greater than 101% of the principalamount of such Subordinated Obligation in the event of a Change of Control in accordance withprovisions similar to the “—Repurchase at the option of holders—Change of control” covenant or(b) at a purchase price not greater than 100% of the principal amount thereof in accordance withprovisions similar to the “—Repurchase at the option of holders—Asset sales” covenant; providedthat, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or otheracquisition or retirement, the Issuer has made the Change of Control Offer or Asset DispositionOffer, as applicable, as provided in such covenant with respect to the Notes and has completedthe repurchase or redemption of all Notes validly tendered for payment in connection with suchChange of Control Offer or Asset Disposition Offer;

(5) any purchase or redemption of Subordinated Obligations or Guarantor Subordinated Obligationsfrom Net Available Cash to the extent permitted under “—Repurchase at the option of holders—Asset sales;”

(6) dividends paid within 60 days after the date of declaration if at such date of declaration suchdividend would have complied with this covenant or any dividend that is immediately reinvestedinto Common Stock of Parent;

(7) the purchase, redemption or other acquisition (including by cancellation of Indebtedness),cancellation or retirement for value of Capital Stock or equity appreciation rights of the Issuer,Parent or any direct or indirect parent of the Issuer held by any existing or former directors,employees, management or consultants or advisors of Parent or any Subsidiary of Parent ortheir assigns, estates or heirs, in each case in connection with the repurchase provisions understock option or stock purchase agreements or other agreements to compensate such personsapproved by the Board of Directors of Parent; provided that such Capital Stock or equityappreciation rights were received for services related to, or for the benefit of, Parent and theRestricted Subsidiaries; and provided, further, that such redemptions or repurchases pursuant tothis clause will not exceed A$2.0 million in the aggregate during any calendar year (with anyunused amounts in any calendar year being carried over to the immediately succeeding calendaryear subject to a maximum of A$4.0 million in any calendar year), although such amount in anycalendar year may be increased by an amount not to exceed:

(a) the Net Cash Proceeds from the sale of Capital Stock (other than Disqualified Stock) ofParent to existing or former employees or members of management of Parent or any of itsSubsidiaries after the Issue Date; plus

(b) the cash proceeds of key man life insurance policies received by Parent or any RestrictedSubsidiary after the Issue Date; less

(c) the amount of any Restricted Payments made since the Issue Date with the Net CashProceeds described in clauses (a) and (b) of this clause (7);

(8) the declaration and payment of dividends to holders of any class or series of Disqualified Stockof Parent issued in accordance with the terms of the Indenture to the extent such dividends areincluded in the definition of “Consolidated Interest Expense;”

(9) repurchases of Capital Stock deemed to occur upon the exercise, conversion or exchange ofstock options, warrants, other rights to purchase Capital Stock or other convertible orexchangeable securities if such Capital Stock represents all or portion of the exercise pricethereof;

(10) any payment of cash by Parent in respect of fractional shares of Parent’s Capital Stock uponthe exercise, conversion or exchange of any stock options, warrants, other rights to purchaseCapital Stock or other convertible or exchangeable securities;

(11) following the first Equity Offering, the declaration and payment of dividends on the Parent’sCapital Stock in an aggregate amount not to exceed in any fiscal year 6% of the Market

145

08526

Capitalization of the Parent, provided, that, at the time of declaring such dividend, the LeverageRatio is less than 3.0 to 1.0;

(12) the distribution, by dividend or otherwise, of shares of Capital Stock of Unrestricted Subsidiaries(other than Unrestricted Subsidiaries the primary assets of which are cash and/or cashequivalents); and

(13) other Restricted Payments in an aggregate amount, when taken together with all otherRestricted Payments made pursuant to this clause (13) (as reduced by the amount of capitalreturned from any such Restricted Payments that constituted Restricted Investments in the formof cash and Cash Equivalents (exclusive of items reflected in Consolidated Net Income)) not toexceed A$25.0 million;

provided, however, that at the time of and after giving effect to, any Restricted Payment permittedunder clauses (5), (7), (8) and (13), no Default shall have occurred and be continuing or would occuras a consequence thereof.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the dateof such Restricted Payment of the assets or securities proposed to be transferred or issued by Parent orsuch Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment; provided thatsuch determination of Fair Market Value shall be based upon an opinion or appraisal issued by anIndependent Financial Advisor if such Fair Market Value is estimated in good faith by the Board ofDirectors of Parent or an authorized committee thereof to exceed A$20.0 million. The amount of anyRestricted Payment paid in cash shall be its face amount.

To the extent any cash or any other property is paid or distributed by Parent or any RestrictedSubsidiary upon the conversion or exchange of any Indebtedness of Parent or any Restricted Subsidiaryconvertible or exchangeable for Capital Stock of Parent or upon any other acquisition or retirement ofany Indebtedness of Parent or any Restricted Subsidiary for an amount based on the value of suchCapital Stock, (1) any amount of such cash or property that exceeds the principal amount of theIndebtedness that is converted, exchanged, acquired or retired and any accrued interest paid thereon(and only such excess amount) shall be deemed to be a Restricted Payment described in clause (2) ofthe first paragraph of this covenant and (2) the amount of such cash or property up to an amount equalto the principal amount of the Indebtedness that is converted, exchanged, acquired or retired shall bedeemed to be a Restricted Payment described in clause (3) of the first paragraph of this covenant ifsuch Indebtedness is a Subordinated Obligation or Guarantor Subordinated Obligation. If Parent or anyRestricted Subsidiary repurchases any Indebtedness of Parent or any Restricted Subsidiary convertible orexchangeable for Capital Stock of Parent in the open market at a price in excess of the principal amountof such Indebtedness and any accrued interest thereon, such excess amount shall be deemed to be aRestricted Payment described in clause (2) of the first paragraph of this covenant.

Limitation on indebtedness

Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, Incur anyIndebtedness (including Acquired Indebtedness); provided, however, that the Issuer and the Guarantorsmay Incur Indebtedness if on the date thereof and after giving effect thereto on a pro forma basis:

(1) the Consolidated Coverage Ratio is at least 2.00 to 1.00; and

(2) no Default or Event of Default will have occurred or be continuing or would occur as aconsequence of Incurring the Indebtedness or entering into the transactions relating to suchIncurrence.

The first paragraph of this covenant will not prohibit the Incurrence of the following Indebtedness:

(1) Indebtedness Incurred under a Debt Facility and the issuance and creation of letters of creditand bankers’ acceptances thereunder (with undrawn trade letters of credit and reimbursementobligations relating to trade letters of credit satisfied within 30 days being excluded, and bankers’acceptances being deemed to have a principal amount equal to the face amount thereof) in anaggregate amount outstanding at any one time not to exceed the greater of (i) A$100.0 million

146

59585

less the sum of all principal payments with respect to such Indebtedness pursuant to paragraph(a) of the covenant “—Asset Sales” and (ii) 30.0% of Total Tangible Assets;

(2) Indebtedness represented by the Notes (including any Note Guarantee) (other than anyAdditional Notes);

(3) Indebtedness of Parent and any Restricted Subsidiary in existence on the Issue Date (other thanIndebtedness described in clauses (1), (2), (4), (5), (6), (8), (10), (11) and (12) of thisparagraph);

(4) Guarantees by (a) the Issuer or any Guarantor of Indebtedness permitted to be Incurred by theIssuer or a Guarantor in accordance with the provisions of the Indenture; provided that in theevent such Indebtedness that is being Guaranteed is a Subordinated Obligation or a GuarantorSubordinated Obligation, then the related Guarantee shall be subordinated in right of payment tothe Notes or the Note Guarantee, as the case may be, and (b) Non-Guarantor Subsidiaries ofIndebtedness Incurred by Non-Guarantor Subsidiaries in accordance with the provisions of theIndenture;

(5) Indebtedness owing to and held by Parent or any Restricted Subsidiary; provided, however,

(a) if the Issuer is the obligor on Indebtedness owing to a Non-Guarantor Subsidiary, suchIndebtedness is expressly subordinated to the prior payment in full in cash of all obligationswith respect to the Notes;

(b) if a Guarantor is the obligor on Indebtedness owing to a Non-Guarantor Subsidiary, suchIndebtedness is expressly subordinated in right of payment to the Note Guarantee of suchGuarantor; and

(c) (i) any subsequent issuance or transfer of Capital Stock or any other event which results inany such Indebtedness being beneficially held by a Person other than Parent or aRestricted Subsidiary; and

(ii) any sale or other transfer of any such Indebtedness to a Person other than Parent or aRestricted Subsidiary

shall be deemed, in each case under this clause (5)(c), to constitute an Incurrence of suchIndebtedness by Parent or such Restricted Subsidiary, as the case may be;

(6) Preferred Stock of a Restricted Subsidiary held by Parent or any other Restricted Subsidiary;provided, however,

(a) any subsequent issuance or transfer of Capital Stock or any other event which results insuch Preferred Stock being beneficially held by a Person other than Parent or a RestrictedSubsidiary; and

(b) any sale or other transfer of any such Preferred Stock to a Person other than Parent or aRestricted Subsidiary

shall be deemed in each case under this clause (6) to constitute an Incurrence of suchPreferred Stock by such Subsidiary;

(7) Indebtedness of Persons Incurred and outstanding on the date on which such Person became aRestricted Subsidiary or was acquired by, or merged into, Parent or any Restricted Subsidiary(other than Indebtedness Incurred (a) to provide all or any portion of the funds utilized toconsummate the transaction or series of related transactions pursuant to which such RestrictedSubsidiary became a Restricted Subsidiary or was otherwise acquired by Parent or (b) otherwisein connection with, or in contemplation of, such acquisition); provided, however, that at the timesuch Person is acquired, either

(i) Parent would have been able to Incur A$1.00 of additional Indebtedness pursuant to the firstparagraph of this covenant on a pro forma basis after giving effect to the Incurrence of suchIndebtedness pursuant to this clause (7); or

(ii) on a pro forma basis, the Consolidated Coverage Ratio is higher than such ratio immediatelyprior to such acquisition or merger;

147

89266

(8) Indebtedness under Hedging Obligations that are Incurred in the ordinary course of business(and not for speculative purposes);

(9) Indebtedness (including Capitalized Lease Obligations) of Parent or a Restricted SubsidiaryIncurred to finance the purchase, lease, construction or improvement of any property, plant orequipment used or to be used in the business of Parent or such Restricted Subsidiary throughthe direct purchase of such property, plant or equipment, and any Indebtedness of a RestrictedSubsidiary which serves to refund or refinance any Indebtedness Incurred pursuant to this clause(9), in an aggregate outstanding principal amount which, when taken together with the principalamount of all other Indebtedness Incurred pursuant to this clause (9) and then outstanding, willnot exceed the greater of (a) A$75.0 million and (b) 20.0% of Total Tangible Assets at any timeoutstanding;

(10) Indebtedness Incurred by Parent or any Restricted Subsidiary in respect of workers’compensation claims, health, disability or other employee benefits or property, casualty or liabilityinsurance, self-insurance obligations, insurance premium finance arrangements, reclamation,statutory obligations, bankers’ acceptances, performance, bid, appeal, surety and similar bondsand letters of credit or completion and performance Guarantees or equipment leases or othersimilar obligations (not for borrowed money) provided or Incurred in the ordinary course ofbusiness;

(11) Indebtedness arising from agreements of Parent or a Restricted Subsidiary providing forindemnification, adjustment of purchase price or similar obligations, in each case, Incurred orassumed in connection with the disposition of any business or assets of Parent or any business,assets or Capital Stock of a Restricted Subsidiary, other than Guarantees of IndebtednessIncurred by any Person acquiring all or any portion of such business, assets or a Subsidiary forthe purpose of financing such acquisition; provided that:

(a) the maximum aggregate liability in respect of all such Indebtedness shall at no time exceedthe gross proceeds, including non-cash proceeds (the Fair Market Value of such non-cashproceeds being measured at the time received and without giving effect to subsequentchanges in value) actually received by Parent and the Restricted Subsidiaries in connectionwith such disposition; and

(b) such Indebtedness is not reflected on the balance sheet of Parent or any RestrictedSubsidiary (contingent obligations referred to in a footnote to financial statements and nototherwise reflected on the balance sheet will not be deemed to be reflected on suchbalance sheet for purposes of this clause (11));

(12) Indebtedness arising from the honoring by a bank or other financial institution of a check, draftor similar instrument (except in the case of daylight overdrafts) drawn against insufficient fundsin the ordinary course of business; provided, however, that such Indebtedness is extinguishedwithin five Business Days of Incurrence;

(13) Indebtedness of Non-Guarantor Subsidiaries in an aggregate outstanding principal amountwhich, when taken together with the principal amount of all other Indebtedness Incurredpursuant to this clause (13) and then outstanding, will not exceed A$5.0 million at any timeoutstanding;

(14) the Incurrence by Parent or any Restricted Subsidiary of Refinancing Indebtedness that servesto refund or refinance any Indebtedness Incurred as permitted under the first paragraph of thiscovenant and clauses (2), (other than with respect to the Existing Notes) (3), (7) and thisclause (14) of the second paragraph of this covenant; and

(15) in addition to the items referred to in clauses (1) through (14) above, Indebtedness of Parentand any Restricted Subsidiary in an aggregate outstanding principal amount which, when takentogether with the principal amount of all other Indebtedness Incurred pursuant to this clause(15) and then outstanding, will not exceed A$25.0 million at any time outstanding.

The Issuer will not Incur any Indebtedness under the preceding paragraph if the proceeds thereofare used, directly or indirectly, to refinance any Subordinated Obligations unless such Indebtedness willbe subordinated to the Notes to at least the same extent as such Subordinated Obligations. No

148

65750

Guarantor will Incur any Indebtedness under the preceding paragraph if the proceeds thereof are used,directly or indirectly, to refinance any Guarantor Subordinated Obligations unless such Indebtedness willbe subordinated to the obligations of such Guarantor under its Note Guarantee to at least the sameextent as such Guarantor Subordinated Obligations. No Restricted Subsidiary (other than the Issuer or aGuarantor) may Incur any Indebtedness if the proceeds are used to refinance Indebtedness of the Issueror a Guarantor.

For purposes of determining compliance with this covenant:

(1) in the event that Indebtedness meets the criteria of more than one of the types of Indebtednessdescribed in the second paragraph of this covenant, the Issuer, in its sole discretion, will classifysuch item of Indebtedness on the date of Incurrence and may later reclassify such item ofIndebtedness in any manner that complies with the second paragraph of this covenant and willbe entitled to divide the amount and type of such Indebtedness among more than one of suchclauses under the second paragraph of this covenant; provided that all Indebtedness outstandingon the Issue Date under the New Credit Facility and all Indebtedness (or the portion thereof)Incurred under clause (1) of the second paragraph of this covenant, shall be deemed Incurredunder clause (1) of the second paragraph of this covenant and not the first paragraph or clause(3) of the second paragraph of this covenant and may not later be reclassified;

(2) if obligations in respect of letters of credit are Incurred pursuant to a Debt Facility and relate toother Indebtedness, then such letters of credit shall be treated as Incurred pursuant to clause (1)of the second paragraph above and such other Indebtedness shall not be included; and

(3) except as provided in clause (2) of this paragraph, Guarantees of, or obligations in respect ofletters of credit relating to, Indebtedness that is otherwise included in the determination of aparticular amount of Indebtedness shall not be included.

Accrual of interest, accrual of dividends, the accretion of accreted value, the amortization of debtdiscount, the payment of interest in the form of additional Indebtedness and the payment of dividends inthe form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be anIncurrence of Indebtedness for purposes of this covenant.

In addition, Parent will not permit any Unrestricted Subsidiary to Incur any Indebtedness or issue anyshares of Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiarybecomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurredby a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred asof such date under this “—Limitation on indebtedness” covenant, the Issuer shall be in Default of thiscovenant).

For purposes of determining compliance with any Australian dollar-denominated restriction on theIncurrence of Indebtedness, the Australian dollar-equivalent principal amount of Indebtednessdenominated in a non-Australian currency shall be calculated based on the relevant currency exchangerate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or firstcommitted, in the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred torefinance other Indebtedness denominated in a non-Australian currency, and such refinancing wouldcause the applicable Australian dollar-denominated restriction to be exceeded if calculated at the relevantcurrency exchange rate in effect on the date of such refinancing, such Australian dollar-denominatedrestriction shall be deemed not to have been exceeded so long as the principal amount of suchRefinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may beIncurred pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuationsin the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance otherIndebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall becalculated based on the currency exchange rate applicable to the currencies in which such RefinancingIndebtedness is denominated that is in effect on the date of such refinancing.

The Issuer and the Guarantors will not, directly or indirectly, Incur any Indebtedness (includingAcquired Indebtedness) that is or purports to be by its terms (or by the terms of any agreementgoverning such Indebtedness) subordinated or junior in right of payment to any other Indebtedness

149

89766

(including Acquired Indebtedness) of the Issuer or such Guarantor, as the case may be, unless suchIndebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee,as the case may be, to the same extent and in the same manner as such Indebtedness is subordinatedto such other Indebtedness of the Issuer or such Guarantor, as the case may be. For purposes of theforegoing, no Indebtedness will be deemed to be contractually subordinate or junior in right of paymentto any other Indebtedness solely by virtue of (1) being unsecured or (2) its having a junior priority withrespect to the same collateral.

Limitation on Line of Business

Parent will not, and will not permit any of its Restricted Subsidiaries to, engage in any businessother than a Similar Business.

Limitation on liens

Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, Incur,assume or suffer to exist any Lien (each, a “Subject Lien”) that secures any obligations under anyIndebtedness on any property or assets of Parent or any Restricted Subsidiary, whether owned on theIssue Date or acquired thereafter, except for:

(a) in the case of any Subject Lien on any Collateral, any Permitted Lien in paragraph (B) of thedefinition thereof; or

(b) in the case of any Subject Lien on any other property or asset, any Permitted Lien in paragraph(A) of the definition thereof; provided that, with respect to any such Subject Lien that is not aPermitted Lien in paragraph (A) of the definition thereof, the Notes and the Note Guarantees areequally and ratably secured with (or on a senior basis to, in the case such Subject Lien securesany Subordinated Obligations or Guarantor Subordinated Obligations) the obligations secured bysuch Subject Lien.

Any Lien created for the benefit of the Holders of the Notes pursuant to clause (b) of the precedingparagraph may provide by its terms that such Lien shall be automatically and unconditionally releasedand discharged upon the release and discharge of the Subject Lien that gave rise to the obligation to sosecure the Notes and the Note Guarantees (which release and discharge in the case of any sale of anysuch asset or property shall not affect any Lien that the Security Trustee may otherwise have on theproceeds from such sale).

Future guarantors

Parent will cause each Restricted Subsidiary (other than the Issuer and the Initial Non-Guarantors)that becomes a borrower under the New Credit Facility or that Guarantees the Obligations under theNew Credit Facility or any other Indebtedness of the Issuer or any Guarantor, or otherwise IncursIndebtedness, in any such case in an aggregate principal amount in excess of A$10.0 million to executeand deliver to the Trustee a supplemental indenture to the Indenture pursuant to which such RestrictedSubsidiary will irrevocably and unconditionally Guarantee, on a joint and several basis, the full andprompt payment of the principal of, premium, if any, and interest in respect of the Notes on a seniorsecured basis and all other Obligations under the Indenture.

The Issuer shall cause any Guarantor that becomes a Guarantor after the Issue Date to executeand deliver a supplement, accession or joinder to the Security Documents or enter into new SecurityDocuments, and an amendment, supplement, accession or joinder to the Security Trust Deed, and takeall actions required thereunder to secure its Note Guarantee with its assets.

Each Note Guarantee shall be released in accordance with the provisions of the Indenture describedunder “—Note guarantees.”

150

24148

Limitation on restrictions on distributions from restricted subsidiaries

Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create orotherwise cause or permit to exist or become effective any consensual encumbrance or consensualrestriction on the ability of such Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to Parent or any RestrictedSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, orpay any Indebtedness or other obligations owed to Parent or any Restricted Subsidiary (it beingunderstood that the priority of any Preferred Stock in receiving dividends or liquidatingdistributions prior to dividends or liquidating distributions being paid on Common Stock shall notbe deemed a restriction on the ability to make distributions on Capital Stock);

(2) make any loans or advances to Parent or any Restricted Subsidiary (it being understood that thesubordination of loans or advances made to Parent or any Restricted Subsidiary to otherIndebtedness Incurred by Parent or any Restricted Subsidiary shall not be deemed a restrictionon the ability to make loans or advances); or

(3) sell, lease or transfer any of its property or assets to Parent or any Restricted Subsidiary (itbeing understood that such transfers shall not include any type of transfer described in clause(1) or (2) above).

The preceding paragraph will not prohibit encumbrances or restrictions existing under or by reasonof:

(1) contractual encumbrances or restrictions pursuant to the New Credit Facility and relateddocumentation and other agreements or instruments in effect at or entered into on the IssueDate;

(2) the Indenture, the Notes (including Additional Notes), the Note Guarantees, the Security TrustDeed and the other Security Documents;

(3) any agreement or other instrument of a Person acquired by Parent or any Restricted Subsidiaryin existence at the time of such acquisition (but not created in contemplation thereof), whichencumbrance or restriction is not applicable to any Person, or the properties or assets of anyPerson, other than the Person and its Subsidiaries, or the property or assets of the Person andits Subsidiaries, so acquired (including after-acquired property);

(4) any amendment, restatement, modification, renewal, supplement, refunding, replacement orrefinancing of an agreement referred to in clauses (1), (2) or (3) of this paragraph or this clause(4); provided, however, that such amendments, restatements, modifications, renewals,supplements, refundings, replacements or refinancings are, in the good faith determination ofthe Senior Management of Parent, no more restrictive than the encumbrances and restrictionscontained in the agreements referred to in clauses (1), (2) or (3) of this paragraph on the IssueDate or the date such Restricted Subsidiary became a Restricted Subsidiary or was mergedinto a Restricted Subsidiary, whichever is applicable;

(5) in the case of clause (3) of the first paragraph of this covenant, Liens permitted to be Incurredunder the provisions of the covenant described under “—Limitation on liens” that limit the rightof the debtor to dispose of the assets securing such Indebtedness;

(6) purchase money obligations for property acquired in the ordinary course of business andCapitalized Lease Obligations permitted under the Indenture, in each case that imposeencumbrances or restrictions of the nature described in clause (3) of the first paragraph of thiscovenant on the property so acquired;

(7) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary ofParent pursuant to an agreement that has been entered into for the sale or disposition of all ora portion of the Capital Stock or assets of such Subsidiary;

(8) restrictions on cash or other deposits or net worth imposed by customers under contractsentered into in the ordinary course of business;

151

60176

(9) any customary provisions in leases, subleases or licenses and other agreements entered intoby Parent or any Restricted Subsidiary in the ordinary course of business;

(10) encumbrances or restrictions arising or existing by reason of applicable law or any applicablerule, regulation or order;

(11) any customary provisions in joint venture agreements relating to joint ventures that are notRestricted Subsidiaries and other similar agreements entered into in the ordinary course ofbusiness; and

(12) (x) other Indebtedness Incurred or Preferred Stock issued by the Issuer or a SubsidiaryGuarantor permitted to be Incurred pursuant to the provisions of the covenant described under“—Limitation on indebtedness” that, in the good faith determination of the Board of Directors ofParent, are not more restrictive, taken as a whole, than those applicable to the Issuer in theIndenture or the New Credit Facility on the Issue Date (which results in encumbrances orrestrictions at a Restricted Subsidiary level comparable to those applicable to the Issuer) or (y)other Indebtedness Incurred or Preferred Stock issued by a Non-Guarantor Subsidiary permittedto be Incurred subsequent to the Issue Date pursuant to the provisions of the covenantdescribed under “—Limitation on indebtedness;” provided that with respect to clause (y), suchencumbrances or restrictions will not materially affect the Issuer’s ability to make anticipatedprincipal and interest payments on the Notes (in the good faith determination of the Board ofDirectors of Parent).

Designation of restricted and unrestricted subsidiaries

Parent may designate after the Issue Date any Subsidiary (including any newly acquired or newlyformed Subsidiary) as an “Unrestricted Subsidiary” under the Indenture (a “Designation”) only if:

(1) no Default or Event of Default has occurred and is continuing after giving effect to suchDesignation;

(2) the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation ownany Capital Stock or Indebtedness of, or own or hold any Lien with respect to, Parent or anyRestricted Subsidiary;

(3) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, andwill at all times thereafter, consist of Non-Recourse Debt;

(4) such Subsidiary is a Person with respect to which neither Parent nor any Restricted Subsidiaryhas any direct or indirect obligation:

(a) to subscribe for additional Capital Stock of such Subsidiary: or

(b) to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary toachieve any specified levels of operating results;

(5) on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not aparty to any agreement, contract, arrangement or understanding with Parent or any RestrictedSubsidiary with terms substantially less favorable to Parent than those that might have beenobtained from Persons who are not Affiliates of Parent; and

(6) either (a) the Subsidiary to be so designated has total consolidated assets of A$1,000 or less or(b) if such Subsidiary has consolidated assets greater than A$1,000, then such Designationwould be permitted under the covenant described above under “—Limitation on restrictedpayments” and the definition of “Investment.”

Parent may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”)only if, immediately after giving effect such Revocation:

(1) (a) Parent would be able to Incur at least A$1.00 of additional Indebtedness pursuant to the firstparagraph of the “—Limitation on indebtedness” covenant or (b) the Consolidated CoverageRatio would be greater than such ratio immediately prior to such Revocation, in each case on apro forma basis taking into account such Revocation;

152

35396

(2) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocationwould, if Incurred at such time, have been permitted to be Incurred for all purposes of theIndenture; and

(3) no Default or Event of Default has occurred and is continuing after giving effect to suchRevocation.

Any such Designation or Revocation shall be evidenced to the Trustee by filing with the Trustee acertified copy of the resolution of the Board of Directors of Parent giving effect to such Designation orRevocation, as the case may be, and an Officers’ Certificate certifying that such Designation orRevocation complied with the foregoing conditions.

A Revocation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of anyoutstanding Indebtedness of such Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiarywould fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease tobe an Unrestricted Subsidiary for purposes of the Indenture, and any Indebtedness of such Subsidiaryshall be deemed to be Incurred as of such date.

Limitation on affiliate transactions

Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into orconduct any transaction (including the purchase, sale, lease or exchange of any property or asset or therendering of any service) with any Affiliate of Parent (an “Affiliate Transaction”), unless:

(1) the terms of such Affiliate Transaction are no less favorable to Parent or such RestrictedSubsidiary, as the case may be, than those that could have been obtained by Parent or suchRestricted Subsidiary in a comparable transaction at the time of such transaction in arms’ lengthdealings with a Person that is not an Affiliate;

(2) in the event such Affiliate Transaction involves an aggregate consideration in excess of A$5.0million, the terms of such transaction have been approved by a majority of the members of theBoard of Directors of Parent and by a majority of the members of such Board of Directorshaving no personal stake in such transaction, if any (and such majority or majorities, as the casemay be, determines that such Affiliate Transaction satisfies the criteria in clause (1) above); and

(3) in the event such Affiliate Transaction involves an aggregate consideration in excess of A$10.0million, Parent has received a written opinion from an Independent Financial Advisor stating thatsuch Affiliate Transaction is fair to Parent or such Restricted Subsidiary from a financial point ofview or stating that the terms are not materially less favorable than those that could have beenobtained by Parent or such Restricted Subsidiary in a comparable transaction at such time on anarms’-length basis from a Person that is not an Affiliate.

The preceding paragraph will not apply to:

(1) any transaction between Parent and a Restricted Subsidiary or between Restricted Subsidiariesand any Guarantees issued by Parent or a Restricted Subsidiary for the benefit of Parent or aRestricted Subsidiary, as the case may be, in accordance with “—Limitation on indebtedness;”

(2) Restricted Payments permitted to be made pursuant to the covenant described under“—Limitation on restricted payments” or Permitted Investments (other than PermittedInvestments made pursuant to clause (2) or (13) of the definition thereof);

(3) any issuance of securities or other payments, awards or grants in cash, securities or otherwisepursuant to, or as the funding of, employment agreements and other compensationarrangements, options to purchase Capital Stock of Parent, restricted stock plans, long-termincentive plans, stock appreciation rights plans, participation plans or similar employee benefitsplans and/or indemnity provided on behalf of officers and employees approved by the Board ofDirectors of Parent;

(4) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of,directors and officers of Parent or any Restricted Subsidiary;

153

61022

(5) loans or advances to employees, officers or directors of Parent or any Restricted Subsidiary inthe ordinary course of business consistent with past practices, in an aggregate amount not inexcess of A$2.0 million (without giving effect to the forgiveness of any such loan);

(6) any agreement (including, for the avoidance of doubt, in relation to the Redeemable PreferenceShares and the Shareholder Loan Notes) as in effect as of the Issue Date, as theseagreements may be amended, modified, supplemented, extended or renewed from time to time,so long as any such amendment, modification, supplement, extension or renewal is not moredisadvantageous to the Holders in any material respect in the good faith judgment of the Boardof Directors of Parent, when taken as a whole, than the terms of the agreements in effect onthe Issue Date;

(7) any agreement between any Person and an Affiliate of such Person existing at the time suchPerson is acquired by or merged into Parent or a Restricted Subsidiary; provided that suchagreement was not entered into in contemplation of such acquisition or merger, and anyamendment thereto, so long as any such amendment is not disadvantageous to the Holders inthe good faith judgment of the Board of Directors of Parent, when taken as a whole, ascompared to the applicable agreement as in effect on the date of such acquisition or merger;

(8) transactions with customers, clients, suppliers, joint venture partners, joint venture entities(provided that Parent does not have a majority beneficial interest in such entity) or purchasersor sellers of goods or services, in each case in the ordinary course of the business of Parentand the Restricted Subsidiaries and otherwise in compliance with the terms of the Indenture;provided that in the reasonable determination of the members of the Board of Directors orSenior Management of Parent, such transactions are on terms that are no less favorable toParent or the relevant Restricted Subsidiary than those that could have been obtained at thetime of such transactions in a comparable transaction by Parent or such Restricted Subsidiarywith an unrelated Person;

(9) any grant, issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates ofParent and the granting of any customary rights in connection therewith;

(10) payments to the Investor and any of its Affiliates for any investment banking, financing,investment, underwriting, placement agent, financial advisory or similar services, includingwithout limitation in connection with acquisitions or divestitures, which payments are approvedby a majority of the members of the Board of Directors of Parent and by a majority of themembers of the Board of Directors of Parent having no personal stake in such transaction;

(11) the payment of management, consulting, monitoring and advisory fees and related expensesand termination fees pursuant to the Sponsor Management Agreement not to exceed theamount set forth in the Sponsor Management Agreement as in effect on the Issue Date or anyamendment thereto, so long as any such amendment is not disadvantageous to the Holders inthe good faith judgment of the Board of Directors of Parent, when taken as a whole, ascompared to the Sponsor Management Agreement as in effect on the Issue Date;

(12) transactions in which Parent or any Restricted Subsidiary delivers to the Trustee a letter froman Independent Financial Advisor stating that such transaction is fair to Parent or suchRestricted Subsidiary from a financial point of view or stating that the terms are not materiallyless favorable than those that could have been obtained by Parent or such RestrictedSubsidiary in a comparable transaction at such time on an arms’-length basis from a Personthat is not an Affiliate; and

(13) any payments or other transactions pursuant to any tax sharing agreement between Parent andany other Person with which Parent files a consolidated tax return or with which Parent is partof a consolidated group for tax purposes; provided that in each case the amount of anypayments in any fiscal year by Parent or any Restricted Subsidiary pursuant to such anagreement does not exceed the amount that Parent and the Restricted Subsidiaries (and, to theextent of amounts received from the Unrestricted Subsidiaries, Unrestricted Subsidiaries) wouldbe required to pay in respect of foreign, federal, state and local income taxes for such fiscal

154

80462

year were Parent, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extentdescribed above) to pay such taxes separately from Parent.

Reports

So long as any Notes are outstanding, the Indenture will require Parent to prepare and provide toHolders:

(1) within 120 days after the end of each fiscal year, an annual report containing the followinginformation with a level of detail that is substantially comparable and similar in scope to thisOffering Circular: (a) audited annual consolidated financial statements of Parent and itsSubsidiaries (including a statement of comprehensive income, statement of financial position,statement of cash flows and statement of changes in equity) prepared in accordance with IFRS,including complete footnotes to such financial statements and the report of the independentauditors on the financial statements; (b) pro forma income statement and balance sheetinformation, together with any explanatory footnotes, for any material acquisitions, dispositions orrecapitalizations that have occurred since the beginning of the most recently completed fiscalyear as to which such annual report relates, unless the pro forma information has beenpreviously provided; (c) a “Management’s discussion and analysis of financial condition andresults of operations;” (d) a description of the business, management and shareholders ofParent, all material affiliate transactions, indebtedness and material contractual arrangements,including all material debt instruments; and (e) material risk factors and material recentdevelopments;

(2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year,unaudited quarterly consolidated financial statements of Parent and its Subsidiaries (including astatement of comprehensive income, statement of financial position, statement of cash flows andstatement of changes in equity) prepared in accordance with IFRS, and a “Management’sdiscussion and analysis of financial condition and results of operations,” subject to normal year-end adjustments;

(3) within five Business Days after the occurrence of (a) any material acquisitions or dispositionsthat, individually or in the aggregate when considered with all other acquisitions or dispositionsthat have occurred since the beginning of the most recently completed fiscal year, representgreater than 20% of the consolidated revenues, EBITDA or assets of Parent on a pro formabasis for, or as of the end of, the most recently completed fiscal year; (b) any seniormanagement change at Parent; (c) any change in the auditors of Parent; or (d) the entering intoan agreement that will result in a Change of Control, in each case, a report containing adescription of such events; provided, however, that no such report will be required (1) to includeany exhibit, or (2) to include a summary of the terms of, any employment or compensatoryarrangement agreement, plan or understanding between Parent (or any of its direct or indirectparents or subsidiaries) and any director, manager or executive officer, of Parent (or any of itsdirect or indirect parents or subsidiaries).

In addition, no later than 10 Business Days after the date the annual and quarterly financialinformation for the prior fiscal period have been furnished pursuant to clauses (1) or (2) above, Parentshall hold live quarterly conference calls with the opportunity to ask questions of management. No fewerthan three Business Days prior to the date such conference call is to be held, Parent shall issue a pressrelease to the appropriate U.S. wire services announcing such quarterly conference call for the benefit ofthe Holders, beneficial owners of the Notes, prospective purchasers of the Notes (which prospectivepurchasers shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of theSecurities Act or persons outside the United States that certify their status as such to the reasonablesatisfaction of Parent), securities analysts and market making financial institutions, which press releaseshall contain the time and the date of such conference call and direct the recipients thereof to contact anindividual at Parent (for whom contact information shall be provided in such notice) to obtain informationon how to access such quarterly conference call.

Following the first day that, and for so long as, Parent is listed on, and is in compliance with thereporting and other listing rules of, the Australian Securities Exchange (“ASX”) in all material respects,

155

26383

then Parent will not be required to comply with the two preceding paragraphs and the Indenture willinstead require Parent to prepare:

(1) as soon as available after the end of each fiscal year (and, in any event, within 120 days afterthe close of such fiscal year), annual reports in English, including financial statements (containinga statement of comprehensive income, statement of financial position, statement of cash flowsand statement of changes in equity for such fiscal year and the immediately preceding fiscalyear) with a report thereon by an internationally recognized independent firm of charteredaccountants;

(2) as soon as available (and, in any event, within 60 days after the close of the first six months ineach fiscal year) interim semiannual reports in English, containing a condensed consolidatedstatement of financial position as of the end of each interim period covered thereby and as ofthe end of the immediately preceding fiscal year and condensed consolidated statements ofcomprehensive income and cash flows for each interim period covered thereby and for thecomparable period of the immediately preceding fiscal year; and

(3) any other documents filed, furnished or otherwise provided pursuant to the continuous reportingrequirements under Australian securities laws and regulations and ASX rules within the timeperiods specified therein.

In addition, to the extent not satisfied by the foregoing paragraphs, for so long as any Notes areoutstanding, Parent will furnish to Holders and to securities analysts and prospective purchasers of theNotes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under theSecurities Act. The requirements set forth in this paragraph and the third preceding paragraph may besatisfied by delivering such information to the Trustee and posting copies of such information on awebsite (which may be nonpublic and may be maintained by Parent or a third party) to which access willbe given to Holders, prospective purchasers of the Notes (which prospective purchasers will be limited to“qualified institutional buyers” within the meaning of Rule 144A of the Securities Act) or persons outsidethe United States, securities analysts and market making institutions that certify their status as such tothe reasonable satisfaction of Parent; provided, however, Parent may deny access to any competitively-sensitive information otherwise to be provided pursuant to this paragraph to any Holder or prospectivepurchaser that is a competitor of Parent or any Subsidiary to the extent that Parent determines in goodfaith that the provision of such information would be competitively harmful to Parent or its Subsidiaries toa material extent; provided further, that such Holders and prospective purchasers shall agree to (i) treatall such reports (and the information contained therein) and the information as confidential and (ii) not touse such reports and the information contained therein for any purpose other than their investment orpotential investment in the Notes.

If Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries and such UnrestrictedSubsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, thenthe annual, quarterly and semi-annual financial information required by the preceding paragraphs shallinclude a reasonably detailed presentation, as determined in good faith by Senior Management of Parent,either on the face of the financial statements or in the footnotes to the financial statements and in the“Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, of thefinancial condition and results of operations of Parent and the Restricted Subsidiaries separate from thefinancial condition and results of operations of the Unrestricted Subsidiaries.

Merger and consolidation

The Issuer will not consolidate with or merge with or into or wind up into (whether or not the Issueris the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all orsubstantially all of its properties and assets, in one or more related transactions, to any Person unless:

(1) the resulting, surviving or transferee Person (the “Successor Company”) is organized andexisting under the laws of Australia or any state thereof, the United States or any state orterritory thereof or the District of Columbia, any Canadian province or the United Kingdom;

(2) the Successor Company (if other than the Issuer) expressly assumes all of the obligations of theIssuer under the Notes, the Indenture and the Security Documents pursuant to a supplemental

156

63733

indenture or other documents or instruments in form reasonably satisfactory to the Trustee andthe Successor Company shall cause such supplements, documents or other instruments to beexecuted, filed and recorded in such jurisdictions as may be required by applicable law topreserve and protect the Lien on the Collateral owned by or transferred to such SuccessorCompany, together with such financing statements or comparable documents as may be requiredto perfect any security interests in such Collateral;

(3) any Successor Company not organized and validly existing under the laws of the United Statesof America, any state possession or territory thereof or the District of Columbia, theCommonwealth of Australia or any state or territory thereof shall expressly agree by asupplemental indenture,

(a) to indemnify the Holder of each Note and each beneficial owner of an interest therein against(X) any tax, assessment or other governmental charge imposed on such Holder or beneficialowner or required to be withheld or deducted from any payment to such Holder or beneficialowner as a consequence of such consolidation, merger, winding up, sale, assignmentconveyance, transfer, lease or other disposition, and (Y) any costs or expenses of the act ofsuch consolidation, merger, conveyance, transfer or lease, and

(b) that all payments pursuant to the Notes or the Note Guarantees in respect of the principal ofand any premium and interest on the Notes, as the case may be, shall be made withoutwithholding or deduction for, or on account of, any present or future taxes, assessments orother governmental charges of whatever nature imposed or levied by or on behalf of thejurisdiction of organization of such Successor Company or any political subdivision or taxingauthority thereof or therein, unless such taxes, assessments or other governmental chargesare required by such jurisdiction or any such subdivision or authority to be withheld ordeducted, in which case such Successor Company will pay such additional amounts(“Successor Additional Amounts”) as will result (after deduction of such taxes, assessments orgovernmental charges and any additional taxes, duties, assessments or other governmentalcharges payable in respect of such Successor Additional Amounts) in the payment to eachHolder of a Note or beneficial owner of the amounts which would have been payablepursuant to the Notes or the Note Guarantees, as the case may be, had no such withholdingor deduction been required, subject to the same exceptions as would apply with respect tothe payment by the Issuer or the Guarantors of Additional Amounts in respect of the Notes orthe Note Guarantees (substituting the jurisdiction of organization of such Successor Companyfor the Relevant Jurisdiction) (see “—Payment of additional amounts”);

(4) immediately after giving effect to such transaction, no Default or Event of Default shall haveoccurred and be continuing;

(5) immediately after giving pro forma effect to such transaction and any related financingtransactions, as if such transactions had occurred at the beginning of the applicable four-quarterperiod,

(a) the Successor Company would be able to Incur at least A$1.00 of additional Indebtednesspursuant to the first paragraph of the “—Limitation on indebtedness” covenant or

(b) the Consolidated Coverage Ratio would be greater than such ratio immediately prior to suchtransaction;

(6) each Guarantor (unless it is the other party to the transactions described above, in which caseclause (1) of the second succeeding paragraph shall apply) shall have by supplemental indentureconfirmed that its Note Guarantee shall apply to such Successor Company’s obligations underthe Indenture and the Notes and shall have by written agreement confirmed that its obligationsunder the Security Documents shall continue to be in effect and shall cause such supplements,documents or other instruments to be executed, filed and recorded in such jurisdictions as maybe required by applicable law to preserve and protect the Lien on the Collateral owned by suchGuarantor, together with such financing statements or comparable documents as may berequired to perfect any security interests in such Collateral; and

157

85394

(7) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,each stating that such consolidation, merger, winding up, sale, assignment, conveyance, transferlease or other or disposition, and if a supplemental indenture, other documents or instrumentsare required in connection with such consolidation, merger, winding up, sale, assignment,conveyance, transfer, lease or other or disposition, such supplemental indenture, such otherdocuments and instruments, comply with the requirements of the Indenture and the applicableSecurity Documents.

Subject to certain limitations, the Successor Company will succeed to, and be substituted for, theIssuer under the Indenture, the Notes and the Note Guarantees. Notwithstanding clause (5) of thepreceding paragraph,

(1) any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of itsproperties and assets to the Issuer so long as no Capital Stock of the Restricted Subsidiary isdistributed to any Person other than the Issuer; provided that, in the case of a RestrictedSubsidiary that merges into the Issuer, the Issuer will not be required to comply with clause (7)of the preceding paragraph; and

(2) the Issuer may merge with an Affiliate of the Issuer solely for the purpose of reincorporating orforming the Issuer in another state of Australia, a state or territory of the United States or theDistrict of Columbia, any Canadian province or the United Kingdom, so long as the amount ofIndebtedness of Parent and the Restricted Subsidiaries is not increased thereby.

In addition, Parent will not, and will not permit any Subsidiary Guarantor to, consolidate with ormerge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell,assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets,in one or more related transactions, to any Person (other than, in the case of a Subsidiary Guarantor, tothe Issuer or another Subsidiary Guarantor) unless:

(1) (a) if such entity remains a Guarantor, the resulting, surviving or transferee Person (the“Successor Guarantor”) is a Person (other than an individual) organized and existing underthe laws of the jurisdiction under which such Subsidiary Guarantor was organized or underthe laws of Australia or any state thereof, the United States, any state or territory thereof orthe District of Columbia, any Canadian province or the United Kingdom;

(b) the Successor Guarantor, if other than such Guarantor, expressly assumes all theobligations of such Guarantor under the Indenture, the Notes, its Note Guarantee and theSecurity Documents pursuant to a supplemental indenture or other documents orinstruments in form reasonably satisfactory to the Trustee and the Successor Guarantorshall cause such supplements, documents or other instruments to be executed, filed andrecorded in such jurisdictions as may be required by applicable law to preserve and protectthe Lien on the Collateral owned by or transferred to such Successor Guarantor, togetherwith such financing statements or comparable documents as may be required to perfect anysecurity interests in such Collateral;

(c) any Successor Guarantor not organized and validly existing under the laws of the UnitedStates of America, any state possession or territory thereof or the District of Columbia, theCommonwealth of Australia or any state or territory thereof shall expressly agree by asupplemental indenture,

(i) to indemnify the Holder of each Note and each beneficial owner of an interest thereinagainst (X) any tax, assessment or other governmental charge imposed on such Holderor beneficial owner or required to be withheld or deducted from any payment to suchHolder or beneficial owner as a consequence of such consolidation, merger, winding up,sale, assignment, conveyance, transfer, lease or other disposition, and (Y) any costs orexpenses of the act of such consolidation, merger, conveyance, transfer or lease, and

(ii) that all payments pursuant to the Notes or the Note Guarantees in respect of theprincipal of and any premium and interest on the Notes, as the case may be, shall bemade without withholding or deduction for, or on account of, any present or future taxes,assessments or other governmental charges of whatever nature imposed or levied by or

158

43709

on behalf of the jurisdiction of organization of such Successor Guarantor or any politicalsubdivision or taxing authority thereof or therein, unless such taxes, assessments orother governmental charges are required by such jurisdiction or any such subdivision orauthority to be withheld or deducted, in which case such Successor Guarantor will paysuch Successor Additional Amounts as will result (after deduction of such taxes,assessments or governmental charges and any additional taxes, duties, assessments orother governmental charges payable in respect of such Successor Additional Amounts)in the payment to each Holder of a Note or beneficial owner of the amounts whichwould have been payable pursuant to the Notes or the Note Guarantees, as the casemay be, had no such withholding or deduction been required, subject to the sameexceptions as would apply with respect to the payment by the Issuer or the Guarantorsof Additional Amounts in respect of the Notes or the Note Guarantees (substituting thejurisdiction of organization of such Successor Guarantor for the Relevant Jurisdiction)(see “—Payment of additional amounts”);

(d) immediately after giving effect to such transaction, no Default or Event of Default shall haveoccurred and be continuing; and

(e) the Issuer will have delivered to the Trustee an Officers’ Certificate and an Opinion ofCounsel, each stating that such consolidation, merger, winding up, sale, assignment,conveyance, transfer lease or other or disposition and if a supplemental indenture, otherdocuments or instruments are required in connection with such consolidation, merger,winding up, sale, assignment, conveyance, transfer lease or other or disposition, suchsupplemental indenture, such other documents and instruments, comply with therequirements of the Indenture and the applicable Security Documents; or

(2) in the event the transaction results in the release of the Subsidiary’s Note Guarantee underclause (1)(a) under “—Note guarantees,” the transaction is made in compliance with thecovenant described under “—Repurchase at the option of holders—Asset sales” (it beingunderstood that only such portion of the Net Available Cash as is required to be applied on thedate of such transaction in accordance with the terms of the Indenture needs to be applied inaccordance therewith at such time).

Subject to certain limitations described in the Indenture, the Successor Guarantor will succeed to,and be substituted for, such Guarantor under the Indenture and the Note Guarantee of such Guarantor.

Notwithstanding the foregoing, any Subsidiary Guarantor may consolidate with or merge with or intoor wind up into or sell, assign, convey, transfer, lease or otherwise dispose of all or part of its propertiesand assets to a Subsidiary Guarantor or merge with a Restricted Subsidiary, so long as the resultingentity remains or becomes a Subsidiary Guarantor.

For purposes of this covenant, the sale, assignment, conveyance, transfer, lease or other dispositionof all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer or aGuarantor, as the case may be, which properties and assets, if held by the Issuer or such Guarantorinstead of such Subsidiaries, would constitute all or substantially all of the properties and assets of theIssuer or such Guarantor on a consolidated basis, will be deemed to be the disposition of all orsubstantially all of the properties and assets of the Issuer or such Guarantor, as applicable.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is noprecise established definition of the phrase under applicable law. Accordingly, in certain circumstancesthere may be a degree of uncertainty as to whether a particular transaction would involve “all orsubstantially all” of the property or assets of a Person.

Upon any consolidation, merger, winding up, sale, assignment, conveyance, transfer, lease or otherdisposition of all or substantially all of the assets of the Issuer or a Guarantor in accordance with thiscovenant, the Issuer and a Guarantor, as the case may be, will be released from its obligations underthe Indenture and the Notes or its Note Guarantee, as the case may be, and the Successor Companyand the Successor Guarantor, as the case may be, will succeed to, and be substituted for, and mayexercise every right and power of, the Issuer or a Guarantor, as the case may be, under the Indenture,the Notes and such Note Guarantee; provided that, in the case of a lease of all or substantially all its

159

55370

assets, the Issuer will not be released from the obligation to pay the principal of and interest on theNotes, and a Guarantor will not be released from its obligations under its Note Guarantee.

Payments for consent

Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to bepaid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiveror amendment of any of the terms or provisions of the Indenture or the Notes unless such considerationis offered to all Holders and is paid to all Holders that consent, waive or agree to amend in the timeframe set forth in the solicitation documents relating to such consent, waiver or amendment; providedthat if such consents, waivers or amendments are sought in connection with an exchange offer whereparticipation in such exchange offer is limited to Holders who are “qualified institutional buyers,” withinthe meaning of Rule 144A, or non-U.S. persons, within the meaning of Regulation S then suchconsideration need only be offered to all Holders to whom the exchange offer is made and to be paid toall such Holders that consent, waive or agree to amend in such time frame.

Amendment of redeemable preference shares and shareholder loan notes

Parent will not (i) amend the subordination provisions of the Redeemable Preference Shares or theShareholder Loan Notes, (ii) amend the final maturity date of the Redeemable Preference Shares or theShareholder Loan Notes if that final maturity date would then occur before the final maturity date ineffect on the Issue Date or (iii) otherwise amend any provision of the Redeemable Preference Shares orthe Shareholder Loan Notes in a manner adverse to the Holders.

Events of default

Each of the following is an “Event of Default”:

(1) default in any payment of interest on any Note when due, continued for 30 days;

(2) default in the payment of principal or premium, if any, on any Note when due at its StatedMaturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

(3) failure by the Issuer or any Guarantor to comply with its obligations under “—Certaincovenants—Merger and consolidation;”

(4) failure by the Issuer or any Guarantor to comply for 60 days after notice as provided below withits other agreements contained in the Indenture, the Notes (other than (a) a failure to purchaseNotes in compliance with the covenants described under “—Repurchase at the option of holders”which constitutes an Event of Default under clause (2) above or (b) a failure to comply with“—Certain covenants—Merger and consolidation” which constitutes an Event of Default underclause (3) above), the Security Trust Deed or any other Security Documents;

(5) default under any mortgage, indenture, security interest, agreement or instrument under whichthere is issued or by which there is secured or evidenced any Indebtedness for money borrowedby Parent or any Restricted Subsidiary (or the payment of which is Guaranteed by Parent or anyRestricted Subsidiary), other than Indebtedness owed to Parent or a Restricted Subsidiary,whether such Indebtedness or Guarantee now exists or is created after the Issue Date, whichdefault:

(a) is caused by a failure to pay principal of, or interest or premium, if any, on suchIndebtedness prior to the expiration of the grace period provided in such Indebtedness; or

(b) results in the acceleration of such Indebtedness prior to its maturity.

and, in each case, the principal amount of any such Indebtedness, together with the principalamount of any other such Indebtedness under which there has been a payment default or thematurity of which has been so accelerated, aggregates A$10.0 million or more (or its foreigncurrency equivalent);

(6) failure by Parent, the Issuer or any Significant Subsidiary or any group of Restricted Subsidiariesthat, taken together (as of the date of the latest audited consolidated financial statements of

160

47993

Parent and the Restricted Subsidiaries), would constitute a Significant Subsidiary to pay finaljudgments aggregating in excess of A$10.0 million (or its foreign currency equivalent) (net of anyamounts that a reputable and creditworthy insurance company has acknowledged liability for inwriting), which judgments are not paid, discharged or stayed for a period of 60 days or moreafter such judgment becomes final;

(7) certain events of bankruptcy, insolvency or reorganization of Parent, the Issuer or a SignificantSubsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of thelatest audited consolidated financial statements of Parent and the Restricted Subsidiaries), wouldconstitute a Significant Subsidiary;

(8) any Note Guarantee of Parent or a Significant Subsidiary or any group of Subsidiary Guarantorsthat, taken together (as of the date of the latest audited consolidated financial statements ofParent and the Restricted Subsidiaries), would constitute a Significant Subsidiary ceases to be infull force and effect (except as contemplated by the terms of the Indenture) or is declared nulland void in a judicial proceeding or Parent or any Subsidiary Guarantor that is a SignificantSubsidiary or any group of Subsidiary Guarantors that, taken together (as of the date of thelatest audited consolidated financial statements of Parent and the Restricted Subsidiaries), wouldconstitute a Significant Subsidiary denies or disaffirms its obligations under the Indenture or itsNote Guarantee; or

(9) (i) any security interest created by any Security Document ceases to be in full force and effect(except as permitted by the terms of the Indenture, the Security Trust Deed or the other SecurityDocuments) with respect to Collateral having an aggregate Fair Market Value in excess ofA$10.0 million (or its foreign currency equivalent), or an assertion by Parent or any of itsRestricted Subsidiaries that any Collateral having an aggregate Fair Market Value in excess ofA$10.0 million (or its foreign currency equivalent) is not subject to a valid, perfected securityinterest (in each jurisdiction where applicable and except as permitted by the terms of theIndenture, the Security Trust Deed or the other Security Documents) and any such Defaultcontinues unremedied for a period of 30 days after notice as provided below; or (ii) therepudiation by Parent or any of its Restricted Subsidiaries of any of its material obligations underany Security Document.

However, a default under clause (4) of this paragraph will not constitute an Event of Default until theTrustee or the Holders of at least 25% in principal amount of the then outstanding Notes notify theIssuer of the default and the Issuer does not cure such default within the time specified in clause (4) ofthis paragraph after receipt of such notice.

If an Event of Default (other than an Event of Default described in clause (7) above) occurs and iscontinuing, and of which a Responsible Officer of the Trustee has received written notice, the Trustee bywritten notice to the Issuer, specifying the Event of Default, or the Holders of at least 25% in principalamount of the then outstanding Notes by notice to the Issuer and the Trustee, may, and the Trustee atthe request of such Holders shall, declare the principal, premium, if any, and accrued and unpaidinterest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal,premium, if any, and accrued and unpaid interest, if any, will be due and payable immediately. In theevent of a declaration of acceleration of the Notes because an Event of Default described in clause (5)above has occurred and is continuing, the declaration of acceleration of the Notes shall be automaticallyannulled if the default triggering such Event of Default pursuant to clause (5) shall be remedied or curedby Parent or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20days after the declaration of acceleration with respect thereto and if (1) the annulment of the accelerationof the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2)all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notesthat became due solely because of the acceleration of the Notes, have been cured or waived. If anEvent of Default described in clause (7) above occurs and is continuing, the principal, premium, if any,and accrued and unpaid interest, if any, on all the Notes will become and be immediately due andpayable without any declaration or other act on the part of the Trustee or any Holders. The Holders of amajority in principal amount of the outstanding Notes may waive all past defaults (except with respect tononpayment of principal, premium or interest) and rescind any such acceleration with respect to the

161

58967

Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of acourt of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of theprincipal, premium, if any, and interest on the Notes that have become due solely by such declaration ofacceleration, have been cured or waived.

Except to enforce its right to receive payment of principal, premium, if any, or interest when due, noHolder may pursue any remedy with respect to the Indenture or the Notes unless:

(1) such Holder has previously given a Responsible Officer of the Trustee written notice that anEvent of Default is continuing;

(2) the Holders of at least 25% in principal amount of the then outstanding Notes have made awritten request to the Trustee to pursue the remedy;

(3) such Holders have offered the Trustee security or indemnity satisfactory to the Trustee againstany claim, loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the writtenrequest pursuant to clause (2) above and the offer of security or indemnity; and

(5) the Holders of a majority in principal amount of the then outstanding Notes have not given theTrustee a direction that, in the opinion of the Trustee, is inconsistent with such request withinsuch 60-day period.

Subject to certain restrictions stated in the Indenture and the Security Documents, the Holders of amajority in principal amount of the outstanding Notes may direct the time, method and place ofconducting any proceeding for any remedy available to the Trustee or the Security Trustee or ofexercising any trust or power conferred on the Trustee or the Security Trustee. The Indenture providesthat in the event an Event of Default has occurred and is continuing, the Trustee will be required in theexercise of its powers to use the degree of care that a prudent person would use under thecircumstances in the conduct of its own affairs. The Trustee, however, may refuse to follow any directionthat conflicts with law, the Indenture, the Notes or any Note Guarantee, or that the Trustee determines ingood faith is unduly prejudicial to the rights of any other Holder or that would involve the Trustee inpersonal liability.

If an Event of Default occurs and is continuing, the Trustee will be under no obligation to exerciseany of the rights or powers under the Indenture, the Notes and the Note Guarantees at the request ordirection of any of the Holders unless such Holders have offered to the Trustee indemnity or securitysatisfactory to it against any claim, loss, liability or expense.

The Indenture provides that if a Default occurs and is continuing and a Responsible Officer of theTrustee has received written notice thereof, the Trustee will mail to each Holder a notice of the Defaultwithin 90 days after it occurs. In addition, the Issuer is required to deliver to the Trustee, within 90 daysafter the end of each fiscal year ending after the Issue Date, a certificate indicating whether the signersthereof know of any Default that occurred during the previous year. The Issuer also is required to deliverto the Trustee, within five Business Days after the occurrence thereof following the date on which theIssuer becomes aware of such Default, receives notice of such Default or becomes aware of suchaction, as applicable, a certificate specifying any events which would constitute a Default, their statusand what action the Issuer is taking or proposing to take in respect thereof.

Transfer restrictions

The Issuer will use reasonable best efforts, promptly after the first anniversary of the later of theIssue Date and, if applicable, the original issue date of any Additional Notes, to remove the transferrestriction legend on the Notes and otherwise permit transfers of the Notes without restriction.

Amendments and waivers

Except as provided in the next two succeeding paragraphs, the Indenture, the Notes, the NoteGuarantees, the Security Trust Deed and the other Security Documents may be amended orsupplemented with the consent of the Holders of a majority in principal amount of the Notes thenoutstanding (including, without limitation, consents obtained in connection with a purchase of, or tender

162

92064

offer or exchange offer for, Notes) and, subject to certain exceptions, any past default or compliance withany provisions may be waived with the consent of the Holders of a majority in principal amount of theNotes then outstanding (including, without limitation, consents obtained in connection with a purchase of,or tender offer or exchange offer for, Notes). However, without the consent of each affected Holder, noamendment, supplement or waiver may (with respect to any Notes held by a non-consenting Holder),among other things:

(1) reduce the principal amount of Notes whose Holders must consent to an amendment,supplement or waiver;

(2) reduce the stated rate of interest or extend the stated time for payment of interest on any Note;

(3) reduce the principal of or extend the Stated Maturity of any Note;

(4) waive a Default or Event of Default in the payment of principal of, premium, if any, or intereston the Notes (except a rescission of acceleration of the Notes by the Holders of at least amajority in aggregate principal amount of the then outstanding Notes with respect to a non-payment default and a waiver of the payment default that resulted from such acceleration);

(5) reduce the premium payable upon the redemption or repurchase of any Note at which any Notemay be redeemed or repurchased as described above under “—Optional redemption,”“—Repurchase at the option of holders—Change of control” or “—Repurchase at the option ofholders—Asset sales” whether through an amendment or waiver of provisions in the covenants,definitions or otherwise (except amendments to the definitions of “Asset Disposition,” “Changeof Control” and “Permitted Holder”);

(6) make any Note payable in a currency other than that stated in the Note;

(7) impair the right of any Holder to receive payment of principal, premium, if any, or interest onsuch Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement ofany payment on or with respect to such Holder’s Notes;

(8) make any change in the amendment or waiver provisions which require each Holder’s consent;

(9) modify the Note Guarantees in any manner adverse to the Holders;

(10) amend, change or modify the obligation of the Issuer or any Guarantor to pay AdditionalAmounts; or

(11) amend, change or modify any provision which affects the ranking of the Notes or the NoteGuarantees or the ranking of the Lien securing the Collateral in a manner which adverselyaffects Holders.

In addition, without the consent of the holders of at least 662⁄3% in principal amount of Notes thenoutstanding, no amendment, supplement or waiver may (i) release all or substantially all of the Collateralfrom the Liens of the Security Documents (except as permitted by the terms of the Indenture and theSecurity Documents) or (ii) make any change in the Indenture, the Security Trust Deed or any otherSecurity Document that has the effect of altering the priority of the liens or the application of proceeds ofthe Collateral in a manner that would adversely affect the Holders in any material respect.

Notwithstanding the foregoing, without the consent of any Holder, the Issuer, the Guarantors and theTrustee may amend the Indenture, the Notes and the Note Guarantees to:

(1) cure any ambiguity, omission, defect or inconsistency;

(2) provide for the assumption by a successor entity of the obligations of the Issuer or anyGuarantor under the Indenture, the Notes, the Note Guarantees, the Security Trust Deed orany other Security Document in accordance with “—Certain covenants—Merger andconsolidation;”

(3) provide for or facilitate the issuance of uncertificated Notes in addition to or in place ofcertificated Notes; provided that the uncertificated Notes are issued in registered form forpurposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes aredescribed in Section 4701(b)(1)(B) of the Code;

(4) to comply with the rules of any applicable depositary or the SGX-ST;

163

41700

(5) add Guarantors with respect to the Notes or release a Guarantor from its obligations under itsNote Guarantee or the Indenture, in each case, in accordance with the applicable provisions ofthe Indenture and the Security Trust Deed;

(6) to enter into additional or supplemental Security Documents and to release Collateral inaccordance with the Indenture and the Security Documents;

(7) add covenants of Parent, the Issuer and the Restricted Subsidiaries or Events of Default for thebenefit of Holders or to make changes that would provide additional rights to the Holders or tosurrender any right or power conferred upon the Issuer or any Guarantor;

(8) make any change that does not adversely affect the legal rights under the Indenture, the Notesor the Note Guarantees of any Holder;

(9) evidence and provide for the acceptance of an appointment under the Indenture of a successortrustee; provided that the successor trustee is otherwise qualified and eligible to act as suchunder the terms of the Indenture;

(10) conform the text of the Indenture, the Notes, the Note Guarantees, the Security Trust Deed andany other Security Document to any provision of this “Description of the Notes” and under“Description of the Collateral” to the extent that such section of the Offering Circular wasintended to be a verbatim recitation of a provision of the Indenture, the Notes, the NoteGuarantees, the Security Trust Deed or any of the other Security Documents;

(11) make any amendment to the provisions of the Indenture relating to the transfer and legending ofNotes as permitted by the Indenture, including, without limitation, to facilitate the issuance andadministration of the Notes or, if Incurred in compliance with the Indenture, Additional Notes;provided, however, that (A) compliance with the Indenture as so amended would not result inNotes being transferred in violation of the Securities Act or any applicable securities law and (B)such amendment does not materially and adversely affect the rights of Holders to transfer Notes;

(12) add additional parties to the Security Trust Deed or any other Security Document to the extentpermitted by the Indenture, the Security Trust Deed and the other Security Documents and toamend the Security Trust Deed to give effect to the superpriority of Payment PriorityObligations permitted by the Indenture;

(13) to confirm and evidence the release, termination or discharge of any Lien securing the Notes orthe Note Guarantees, in each case in accordance with the Indenture, the Security Trust Deedand the other Security Documents;

(14) mortgage, pledge, hypothecate or grant any other Lien in favor of the Security Trustee for itsbenefit and the benefit of the Trustee, the Holders of the Notes and any holders of Pari PassuSecured Obligations or Payment Priority Obligations, as additional security for the payment andperformance of all or any portion of the obligations under the Notes, the Note Guarantees andthe Indenture or any Pari Passu Secured Obligations or Payment Priority Obligations subject tothe Security Documents, in any property or assets, including any which are required to bemortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for thebenefit of the Trustee or the Security Trustee pursuant to the Indenture, any of the SecurityDocuments or otherwise, in each case as certified in an Officers’ Certificate; or

(15) provide for the succession of parties (other than the Issuer and the Guarantors) to the SecurityTrust Deed and the other Security Documents, and other changes that are ministerial andadministrative in nature, in connection with any refinancing, amendment, renewal, extension,substitution, restructuring, replacement, supplement or other modification of any agreementgoverning Pari Passu Secured Obligations or Payment Priority Obligations and to which suchparties are bound, in each case solely to the extent not prohibited by the Indenture.

The consent of the Holders is not necessary under the Indenture to approve the particular form ofany proposed amendment, supplement or waiver. It is sufficient if such consent approves the substanceof the proposed amendment or supplement. A consent to any amendment, supplement or waiver underthe Indenture by any Holder given in connection with a tender of such Holder’s Notes will not berendered invalid by such tender. After an amendment, supplement or waiver under the Indenture

164

04594

becomes effective, the Issuer is required to give to the Holders a notice briefly describing suchamendment, supplement or waiver. However, the failure to give such notice to all the Holders, or anydefect in the notice will not impair or affect the validity of any such amendment, supplement or waiver.

With respect to any amendment to the Indenture, the Notes, the Note Guarantees, the SecurityTrust Deed or any other Security Document permitted without the consent of the holders of the Notes solong as such change does not adversely affect their legal rights under the Indenture, the Notes or theNote Guarantees of any Holder or materially and adversely the rights of Holder to transfer Notes, theTrustee shall be entitled to conclusively rely upon an Opinion of Counsel as to matters of law (whichmay be supported as to factual matters by any relevant certificates and other documents necessary oradvisable in the judgment of counsel delivering such Opinion of Counsel), as to whether or not suchchange adversely affects the legal rights under the Indenture, the Notes or the Note Guarantees of anyHolder or materially and adversely the rights of Holder to transfer Notes.

With respect to any proposed amendment, supplement or waiver under the Indenture, the Trusteewill be entitled to receive an Opinion of Counsel and an Officers’ Certificate to the effect that suchamendment, supplement or waiver is authorized or permitted by the Indenture and all conditionsprecedent to its execution have been satisfied. No such amendment shall alter the rights, obligations orduties of the Trustee without its consent.

Defeasance

The Issuer may, at its option and at any time, elect to have all of its obligations and the obligationsof the Guarantors discharged with respect to the Indenture and the outstanding Notes and the NoteGuarantees issued under the Indenture (“legal defeasance”) except for:

(1) the rights of Holders to receive payments in respect of the principal, premium, if any, andinterest on the Notes when such payments are due, solely out of the trust referred to below;

(2) the Issuer’s obligations with respect to the Notes concerning issuing temporary Notes,registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an officeor agency for payment and money for Note payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations inconnection therewith; and

(4) the legal defeasance provisions of the Indenture.

If the Issuer exercises the legal defeasance option, the Note Guarantees in effect at such time willbe automatically released.

The Issuer at any time may be released from its obligations described under “—Repurchase at theoption of holders” and under the covenants described under “—Certain covenants” (other than “—Mergerand consolidation”), and clause (5) of the first paragraph under “—Certain covenants—Merger andconsolidation” above (“covenant defeasance”).

If the Issuer exercises the covenant defeasance option, the Note Guarantees (other than the NoteGuarantee of Parent) in effect at such time will be automatically released.

The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenantdefeasance option. If the Issuer exercises its legal defeasance option, payment of the Notes may not beaccelerated because of an Event of Default with respect to the Notes. If the Issuer exercises itscovenant defeasance option, an Event of Default specified in clause (3) that resulted solely from thefailure of the Issuer to comply with clause (5) of the first paragraph under “—Certain covenants—Mergerand consolidation” above, clause (4) (only with respect to covenants that are released as a result of suchcovenant defeasance), clause (5), clause (6), clause (7) (solely with respect to Significant Subsidiaries orany group of Restricted Subsidiaries that, taken together (as of the date of the latest auditedconsolidated financial statements of Parent and the Restricted Subsidiaries) would constitute a SignificantSubsidiary) or clause (8) (other than with respect to the Note Guarantee of Parent) under “—Events ofdefault” above, in each case, shall not constitute an Event of Default.

In order to exercise either legal defeasance or covenant defeasance under the Indenture:

165

61786

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cashin U.S. dollars, Government Securities, or a combination thereof, in amounts as will be sufficient,as confirmed, certified or attested by an Independent Financial Advisor in writing to the Trustee,without consideration of any reinvestment of interest, to pay all Obligations owing to the Trustee,the principal, premium, if any, and interest due on the outstanding Notes on the Stated Maturityor on the applicable redemption date, as the case may be, and the Issuer must specify whetherthe Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of legal defeasance, the Issuer has delivered to the Trustee an Opinion of Counselreasonably acceptable to the Trustee confirming that, subject to customary assumptions andexclusions, (a) the Issuer has received from, or there has been published by, the U.S. InternalRevenue Service a ruling, or (b) since the Issue Date, there has been a change in the applicableU.S. federal income tax law, in either case to the effect that, and based thereon such Opinion ofCounsel will confirm that the beneficial owners of the Notes will not recognize income, gain orloss for U.S. federal income tax purposes as a result of such legal defeasance and will besubject to U.S. federal income tax on the same amounts, in the same manner and at the sametimes as would have been the case if such legal defeasance had not occurred;

(3) in the case of covenant defeasance, the Issuer has delivered to the Trustee an Opinion ofCounsel reasonably acceptable to the Trustee confirming that, subject to customary assumptionsand exclusions, the beneficial owners of the Notes will not recognize income, gain or loss forU.S. federal income tax purposes as a result of such covenant defeasance and will be subject toU.S. federal income tax on the same amounts, in the same manner and at the same times aswould have been the case if such covenant defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit or willoccur as a result of such deposit (other than a Default or an Event of Default resulting from theborrowing of funds to be applied to make such deposit and any similar and simultaneous depositrelating to other Indebtedness and, in each case, the granting of Liens in connection therewith)and the deposit will not result in a breach or violation of, or constitute a default under, the NewCredit Facility or any other material agreement or material instrument (other than the Indenture) towhich the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

(5) the Issuer has delivered to the Trustee an Officers’ Certificate stating that the deposit was notmade by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors ofthe Issuer, any Guarantor or others;

(6) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (whichOpinion of Counsel may be subject to customary assumptions and exclusions), each stating thatall conditions precedent relating to the legal defeasance or the covenant defeasance, as thecase may be, have been complied with; and

(7) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited moneytoward the payment of the Notes at maturity or the redemption date, as the case may be (whichinstructions may be contained in the Officers’ Certificate referred to in clause (7) above).

In the event of a bankruptcy of the issuer within 90 days of the defeasance of the notes issuedunder a high-yield indenture, creditors of the bankrupt estate may allege that the deposit to defease thenotes constituted a “preference” under applicable bankruptcy laws.

Satisfaction and discharge

The Indenture will be discharged, and will cease to be of further effect as to all Notes issuedthereunder, when either:

(1) all Notes that have been authenticated and delivered (except lost, stolen or destroyedNotes that have been replaced or paid and Notes for whose payment money has beendeposited in trust) have been delivered to the Trustee for cancellation; or

166

95588

(2) (a) all Notes not theretofore delivered to the Trustee for cancellation have become due andpayable by reason of the giving of a notice of redemption or otherwise, will become dueand payable within one year or are to be called for redemption within one year underarrangements satisfactory to the Trustee for the giving of notice of redemption by theTrustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantorhas irrevocably deposited or caused to be deposited with the Trustee, as trust funds intrust solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or acombination thereof, in such amounts as will be sufficient, without consideration of anyreinvestment of interest, to pay and discharge the entire Indebtedness on the Notes nottheretofore delivered to the Trustee for cancellation for principal, premium, if any, andaccrued interest to, but not including, the date of maturity or redemption, as the case maybe;

(b) no Default or Event of Default has occurred and is continuing on the date of such depositor will occur as a result of such deposit (other than a Default or an Event of Defaultresulting from the borrowing of funds to be applied to make such deposit and any similarand simultaneous deposit relating to other Indebtedness and, in each case, the granting ofLiens in connection therewith) and the deposit will not result in a breach or violation of, orconstitute a default under, the New Credit Facility or any other material agreement ormaterial instrument (other than the Indenture) to which the Issuer or any Guarantor is aparty or by which the Issuer or any Guarantor is bound;

(c) the Issuer or any Guarantor has paid or caused to be paid all sums payable by the Issuerunder the Indenture, including all amounts payable to the Trustee (which shall include fees,expenses and indemnitees); and

(d) the Issuer has delivered irrevocable instructions to the Trustee to apply the depositedmoney toward the payment of the Notes at maturity or the redemption date, as the casemay be.

In addition, the Issuer shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel(which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating thatall conditions precedent to satisfaction and discharge have been satisfied.

No personal liability of directors, officers, employees and stockholders

No past, present or future director, officer, employee, incorporator, member, manager, partner orstockholder (or any sponsor of a fund that is a stockholder) of the Issuer or any Guarantor, as such,shall have any liability for any obligations of the Issuer or any Guarantor (other than the Issuer in respectof the Notes and each Guarantor in respect of its Note Guarantee) under the Notes, the NoteGuarantees the Indenture, the Security Trust Deed or any other Security Document or for any claimbased on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting aNote waives and releases all such liability. The waiver and release are part of the consideration forissuance of the Notes. The waiver may not be effective to waive liabilities under the U.S. federalsecurities laws.

Notices

Notices given by publication will be deemed given on the first date on which publication is made,and notices given by first-class mail, postage prepaid, will be deemed given five calendar days aftermailing. Notwithstanding any other provision of the Indenture or any Note, where the Indenture or anyNote provides for notice of any event (including any notice of redemption) to any Holder of an interest ina global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to DTC orany other applicable depositary for such Note (or its designee) according to the applicable procedures ofDTC or such depositary.

167

67334

Concerning the trustee

The Bank of New York Mellon is the Trustee under the Indenture and has been appointed by theIssuer as Registrar and Paying Agent with regard to the Notes.

No immunity

The Indenture will provide that to the extent that the Issuer or any Guarantor may be entitled, in anyjurisdiction in which judicial proceedings may at any time be commenced with respect to the Indenture orany other transaction document, to claim for itself or its revenues, assets or properties any immunityfrom suit, the jurisdiction of any court, attachment prior to judgment, attachment in aid of execution ofjudgment, set-off, execution of a judgment or any other legal process, and to the extent that in any suchjurisdiction there may be attributed to such Person such an immunity (whether or not claimed), each ofthe Issuer and the Guarantors hereby irrevocably agrees not to claim and hereby irrevocably waivessuch immunity to the fullest extent permitted by the law of the applicable jurisdiction.

Judgment currency

The Indenture will provide that the transactions contemplated thereby are part of an internationaltransaction in which the specification of U.S. dollars and payment in the United States is of the essence,and the obligations of each of the Issuer and the Guarantors under the Indenture to make payment to(or for the account of) the Trustee and each Holder of the notes (each, an “Entitled Person”) in U.S.dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgmentexpressed in or converted into any other currency or in another place except to the extent that suchtender or recovery results in the effective receipt by the Entitled Persons in the United States of the fullamount of U.S. dollars payable to the Entitled Persons under the Indenture. If for the purpose ofobtaining or enforcing judgment in any court it is necessary to convert a sum due under any transactiondocument in U.S. dollars into another currency (for the purposes of this “Judgment currency” provision,hereinafter the “judgment currency”), the rate of exchange which shall be applied shall be that at which,in accordance with normal banking procedures, the Entitled Persons could purchase such U.S. dollars inthe United States with the judgment currency on the Business Day next preceding the day on whichsuch judgment is rendered. The obligation of each of the Issuer and the Guarantors in respect of anysuch sum due from it to the Entitled Persons hereunder shall, notwithstanding the rate of exchangeactually applied in rendering such judgment, be discharged only to the extent that on the Business Dayfollowing the receipt by such Entitled Person of any sum adjudged to be due hereunder in the judgmentcurrency such Entitled Person may in accordance with normal banking procedures purchase and transferU.S. dollars to the United States with the amount of the judgment currency so adjudged to be due; andeach of the Issuer and the Guarantors will, as a separate obligation and notwithstanding any suchjudgment, agree to indemnify such Entitled Person on demand, in U.S. dollars, for the amount (if any) bywhich the sum originally due to such Entitled Person in U.S. dollars hereunder exceeds the amount ofthe U.S. dollars so purchased and transferred.

Agent for service of process

The Issuer and each of the Guarantors will irrevocably (1) submit to the non-exclusive jurisdiction ofany United States federal or New York State court located in the Borough of Manhattan, the City of NewYork in connection with any suit, action or proceeding arising out of, or relating to the Notes, the NoteGuarantees, the Indenture and the other documents or any transaction contemplated thereby and (2)designate and appoint CT Corporation System, New York, New York as its authorized agent for receiptof service of process in any such suit, action or proceeding.

Listing

Application has been made to list the Notes on the SGX-ST. If and when the Notes have beenadmitted to the Official List of the SGX-ST, the Notes will be traded in a minimum board lot size ofUS$200,000, so long as the Notes are listed on the Official List of the SGX-ST and for so long as therules of the SGX-ST so require. For so long as the Notes are listed on the SGX-ST and the rules of the

168

27965

SGX-ST so require, if a Global Note is exchanged for Certificated Notes, the Issuer will appoint andmaintain a paying agent in Singapore where the Notes may be presented or surrendered for payment orredemption. In the event that any of the Global Notes is exchanged for Certificated Notes, anannouncement of such exchange shall be made by or on behalf of the Issuer through the SGX-ST andsuch announcement will include all material information with respect to the delivery of the CertificatedNotes, including details of the paying agent in Singapore.

Additional information

Anyone who receives this Offering Circular following the Issue Date, may obtain a copy of theIndenture and the form of Note without charge by writing to Peter Bryant, Chief Financial Officer of theIssuer and Parent.

Governing law

The Indenture provides that it, the Notes and any Note Guarantee will be governed by, andconstrued in accordance with, the laws of the State of New York.

Certain definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenturefor a full disclosure of all defined terms used therein.

“Acquired Indebtedness” means, with respect to any specified Person, (1) Indebtedness of anyPerson or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary, (2)Indebtedness assumed in connection with the acquisition of assets from such Person, or (3)Indebtedness secured by a Lien encumbering any asset acquired by such specified Person, in each casewhether or not Incurred by such Person in connection with, or in anticipation or contemplation of, suchPerson becoming a Restricted Subsidiary or such acquisition. Acquired Indebtedness shall be deemed tohave been Incurred, with respect to clause (1) of the preceding sentence, on the date such Personbecomes a Restricted Subsidiary and, with respect to clauses (2) and (3) of the preceding sentence, onthe date of consummation of such acquisition of assets.

“Additional Assets” means:

(1) any property, plant, equipment or other asset (excluding working capital or current assets) to beused by Parent or a Restricted Subsidiary in a Similar Business;

(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisitionof such Capital Stock by Parent or a Restricted Subsidiary; or

(3) Capital Stock constituting a minority interest in any Person that at such time is a RestrictedSubsidiary;

provided, however, that, in the case of clauses (2) and (3), such Restricted Subsidiary is primarilyengaged in a Similar Business.

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling orcontrolled by or under direct or indirect common control with such specified Person. For the purposes ofthis definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and“under common control with”) when used with respect to any Person means possession, directly orindirectly, of the power to direct the management and policies of such Person, directly or indirectly,whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling”and “controlled” have meanings correlative to the foregoing; provided that exclusively for purposes of“—Repurchase at the option of holders—Assets sales” and “—Certain covenants—Limitation on affiliatetransactions,” beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed tobe control.

“Applicable Premium” means, with respect to a Note on any date of redemption, the greater of:

(1) 1.0% of the principal amount of such Note, and

169

59556

(2) the excess, if any, of (a) the present value as of such date of redemption of (i) the redemptionprice of such Notes at May 15, 2019 (such redemption price being set forth on the tableappearing under “—Optional redemption—Optional redemption at any time on or after May 15,2019”) plus (ii) all required remaining scheduled interest payments due on such Note throughMay 15, 2019, (excluding accrued but unpaid interest to, but not including, the date ofredemption), computed using a discount rate equal to the Treasury Rate as of such date ofredemption plus 50 basis points, over (b) the then outstanding principal amount of such Note.

“Asset Disposition” means any direct or indirect sale, lease (other than an operating lease enteredinto in the ordinary course of business), transfer, issuance or other disposition, or a series of relatedsales, leases, transfers, issuances or dispositions that are part of a common plan, of shares of CapitalStock of a Subsidiary (other than directors’ qualifying shares), property or other assets (including, for theavoidance of doubt, any Capital Stock of an AUMS joint venture) (each referred to for the purposes ofthis definition as a “disposition”) by Parent or any Restricted Subsidiary, including any disposition bymeans of a merger, consolidation or similar transaction.

Notwithstanding the preceding, the following items shall not be deemed to be Asset Dispositions:

(1) a disposition of assets by Parent or a Restricted Subsidiary to Parent or a RestrictedSubsidiary, as the case may be;

(2) the sale of Cash Equivalents in the ordinary course of business;

(3) a disposition of inventory in the ordinary course of business (excluding any equipment,machinery or fleet used or useful in a Similar Business);

(4) a disposition of obsolete or worn out equipment or equipment that is no longer useful in theconduct of the business of Parent and the Restricted Subsidiaries and that is disposed of ineach case in the ordinary course of business;

(5) the disposition of all or substantially all of the assets of Parent in a manner permitted pursuantto “—Certain covenants—Merger and consolidation” or any disposition that constitutes aChange of Control pursuant to the Indenture;

(6) an issuance of Capital Stock by a Restricted Subsidiary to Parent or to a Wholly OwnedSubsidiary;

(7) for purposes of “—Repurchase at the option of holders—Asset sales” only, the making of aPermitted Investment (other than a Permitted Investment to the extent such transaction resultsin the receipt of cash or Cash Equivalents by Parent or the Restricted Subsidiaries) or adisposition that is permitted pursuant to the covenant described under “—Certain covenants—Limitation on restricted payments;”

(8) dispositions of assets in a single transaction or a series of related transactions with anaggregate Fair Market Value in any calendar year of less than A$5.0 million (with unusedamounts in any calendar year being carried over to the next succeeding calendar year subjectto a maximum of A$10.0 million in such next succeeding calendar year);

(9) the creation of a Permitted Lien and dispositions in connection with Permitted Liens;

(10) dispositions of receivables in connection with the compromise, settlement or collection thereof inthe ordinary course of business or in bankruptcy or similar proceedings and exclusive offactoring or similar arrangements;

(11) the issuance by a Restricted Subsidiary of Preferred Stock that is permitted by the covenantdescribed under “—Certain covenants—Limitation on indebtedness;”

(12) the licensing or sublicensing of intellectual property or other general intangibles and licenses,leases or subleases of other property in the ordinary course of business which do not materiallyinterfere with the business of Parent and the Restricted Subsidiaries;

(13) foreclosure on assets; and

(14) any sale of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary.

170

08129

“Asset Swap” means an exchange (or concurrent purchase and sale) of property, plant, equipmentor other assets (excluding working capital or current assets) of Parent or any Restricted Subsidiary forAdditional Assets of another Person.

“Attributable Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the time ofdetermination, the present value (discounted at the interest rate implicit in the transaction) of the totalobligations of the lessee for rental payments during the remaining term of the lease included in suchSale/Leaseback Transaction (including any period for which such lease has been extended), determinedin accordance with IFRS; provided, however, that if such Sale/Leaseback Transaction results in aCapitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined inaccordance with the definition of “Capitalized Lease Obligations.”

“AUMS” means the joint venture companies African Underground Mining Services Limited, AfricanUnderground Mining Services Mali, African Underground Mining Services Burkina Faso SARL, AfricanUnderground Mining Services Tanzania and any other similar joint venture entered into with AusdrillLimited (or one of its Affiliates) for the provision of underground mining services in Africa.

“Average Life” means, as of the date of determination, with respect to any Indebtedness or PreferredStock, the quotient obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each successive scheduledprincipal payment of such Indebtedness or redemption or similar payment with respect to suchPreferred Stock by (b) the number of years (calculated to the nearest one-twelfth) from the dateof determination to the date of such payment; by

(2) the sum of the amounts of all such payments.

“Board of Directors” means:

(1) with respect to a corporation, the Board of Directors of the corporation or (other than forpurposes of determining Change of Control) any duly authorized committee of the Board ofDirectors;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;and

(3) with respect to any other Person, the board or committee of such Person serving a similarfunction.

“Business Day” means each day that is not a Saturday, Sunday or other day on which bankinginstitutions in New York, New York, Perth, Australia or Sydney, Australia are authorized or required bylaw to close.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants,options, participations or other equivalents of or interests in (however designated) equity of such Person,including any Preferred Stock and limited liability or partnership interests (whether general or limited), butexcluding any debt securities convertible or exchangeable into such equity. For purposes of theIndenture, the Redeemable Preference Shares and the Shareholder Loan Notes will be considered“Capital Stock” and not “Disqualified Stock” nor “Indebtedness.”

“Capitalized Lease Obligations” means an obligation that is required to be classified and accountedfor as a finance lease for financial reporting purposes in accordance with IFRS. The amount ofIndebtedness represented by such obligation will be the capitalized amount of such obligation at the timeany determination thereof is to be made as determined in accordance with IFRS, and the Stated Maturitythereof will be the date of the last payment of rent or any other amount due under such lease prior tothe first date such lease may be terminated without penalty.

“Cash Equivalents” means:

(1) U.S. dollars or Australian dollars;

(2) securities issued or directly and fully Guaranteed or insured by (i) the U.S. government or anyagency or instrumentality of the United States (provided that the full faith and credit of the UnitedStates is pledged in support thereof), or (ii) the Commonwealth of Australia (provided that the full

171

31379

faith and credit of Australia is pledged in support thereof), in each case having maturities of notmore than one year from the date of acquisition;

(3) marketable general obligations issued by any state of the United States or Australia or anypolitical subdivision of any such state or any public instrumentality thereof maturing within oneyear from the date of acquisition and, at the time of acquisition, having a credit rating of at least“A” or the equivalent thereof by Standard & Poor’s Ratings Group, Inc. or Moody’s InvestorsService, Inc., or carrying an equivalent rating by a nationally recognized Rating Agency, if bothof the two named Rating Agencies cease publishing ratings of investments;

(4) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits orbankers’ acceptances having maturities of not more than one year from the date of acquisitionthereof issued by any commercial bank the long-term debt of which is rated at the time ofacquisition thereof at least “A” or the equivalent thereof by Standard & Poor’s Ratings Group,Inc., or Moody’s Investors Service, Inc., or carrying an equivalent rating by a nationallyrecognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings ofinvestments, and having combined capital and surplus in excess of US$500.0 million (or theforeign currency equivalent as of the date of the investment);

(5) repurchase obligations with a term of not more than seven days for underlying securities of thetypes described in clauses (2), (3) and (4) entered into with any bank meeting the qualificationsspecified in clause (4) above;

(6) commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereofby Standard & Poor’s Ratings Group, Inc. or “P-2” or the equivalent thereof by Moody’s InvestorsService, Inc., or carrying an equivalent rating by a nationally recognized Rating Agency, if bothof the two named Rating Agencies cease publishing ratings of investments, and in any casematuring within one year after the date of acquisition thereof;

(7) interests in any investment company or money market fund which invests 95% or more of itsassets in instruments of the type specified in clauses (1) through (6) above; and

(8) (i) Investments in local currencies in those countries in which Parent or any Restricted Subsidiarytransacts business from time to time in the ordinary course of business, (ii) Investments ofcomparable tenor and credit quality to those described in clauses (1) through (6) abovecustomarily utilized in countries in which Parent or any Restricted Subsidiary operates for short-term cash management purposes and (iii) overnight bank deposits, time deposit accounts,certificate of deposit, bankers’ acceptances and money market deposits with maturities (andsimilar instruments) of 12 months or less from the date of acquisition issued by a bank or trustcompany which is organized under, or authorized to operate as a bank or trust company under,the laws of any jurisdiction in which Parent or any Restricted Subsidiary transacts business fromtime to time in the ordinary course of business; provided, however, that in the case of clause(iii), such deposits do not exceed A$10.0 million in the aggregate, at any date of determinationthereafter.

“Change of Control” means:

(1) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d)of the Exchange Act), other than one or more Permitted Holders, becomes the beneficial owner(as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or groupshall be deemed to have “beneficial ownership” of all shares that any such person or group hasthe right to acquire, whether such right is exercisable immediately or only after the passage oftime), directly or indirectly, of more than 50% of the total voting power of the Voting Stock ofParent, the Issuer or any of their direct or indirect parent entities (or their successors by merger,consolidation or purchase of all or substantially all of their assets); or

(2) the merger or consolidation of Parent with or into another Person or the merger of anotherPerson with or into Parent or the merger of any Person with or into a Subsidiary of Parent,unless the holders of a majority of the aggregate voting power of the Voting Stock of Parent,immediately prior to such transaction, hold securities of the surviving or transferee Person that

172

05073

represent, immediately after such transaction, at least a majority of the aggregate voting powerof the Voting Stock of the surviving or transferee Person; or

(3) the first day on which a majority of the members of the Board of Directors of the Issuer orParent are not Continuing Directors; or

(4) the sale, assignment, conveyance, transfer, lease or other disposition (other than by way ofmerger or consolidation), in one or a series of related transactions, of all or substantially all ofthe assets of Parent and the Restricted Subsidiaries taken as a whole to any “person” (as suchterm is used in Sections 13(d) and 14(d) of the Exchange Act) other than transactions with aPermitted Holder; or

(5) the adoption by the stockholders of the Issuer or Parent of a plan or proposal for the liquidationor dissolution of the Issuer or Parent.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and aRating Decline.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commodity Agreement” means, with respect to any Person, any commodity future or forward, swapor option, cap or collar or other similar agreement or arrangement as to which such Person is a party orbeneficiary.

“Common Stock” means with respect to any Person, any and all shares, interests or otherparticipations in, and other equivalents (however designated and whether voting or nonvoting) of suchPerson’s common stock or ordinary shares, whether or not outstanding on the Issue Date, and includes,without limitation, all series and classes of such common stock or ordinary shares.

“Consolidated Coverage Ratio” means as of any date of determination, with respect to Parent andthe Restricted Subsidiaries, the ratio of (x) the aggregate amount of Consolidated EBITDA for the periodof the most recent four consecutive fiscal quarters ending prior to the date of such determination forwhich internal financial statements prepared on a consolidated basis in accordance with IFRS areavailable to (y) Consolidated Interest Expense for such four fiscal quarters; provided, however, that:

(1) if Parent or any Restricted Subsidiary:

(a) has Incurred any Indebtedness since the beginning of such period that remains outstandingon such date of determination or if the transaction giving rise to the need to calculate theConsolidated Coverage Ratio includes an Incurrence of Indebtedness, Consolidated EBITDAand Consolidated Interest Expense for such period will be calculated after giving effect on apro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the firstday of such period and the discharge of any other Indebtedness repaid, repurchased,redeemed, retired, defeased or otherwise discharged with the proceeds of such newIndebtedness as if such discharge had occurred on the first day of such period; or

(b) has repaid, repurchased, redeemed, retired, defeased or otherwise discharged anyIndebtedness since the beginning of the period that is no longer outstanding on such date ofdetermination or if the transaction giving rise to the need to calculate the ConsolidatedCoverage Ratio includes a discharge of Indebtedness (in each case, other than IndebtednessIncurred under any revolving Debt Facility unless such Indebtedness has been permanentlyrepaid and the related commitment terminated and not replaced), Consolidated InterestExpense for such period will be calculated after giving effect on a pro forma basis to suchdischarge of such Indebtedness, including with the proceeds of such new Indebtedness, as ifsuch discharge had occurred on the first day of such period;

(2) if since the beginning of such period, Parent or any Restricted Subsidiary will have made anyAsset Disposition or disposed of or discontinued (as defined under IFRS) any company, division,operating unit, segment, business, group of related assets or line of business or if thetransaction giving rise to the need to calculate the Consolidated Coverage Ratio includes such atransaction:

(a) the Consolidated EBITDA for such period will be reduced by an amount equal to theConsolidated EBITDA (if positive) directly attributable to the assets that are the subject of

173

11520

such disposition or discontinuation for such period or increased by an amount equal to theConsolidated EBITDA (if negative) directly attributable thereto for such period; and

(b) Consolidated Interest Expense for such period will be reduced by an amount equal to theConsolidated Interest Expense directly attributable to any Indebtedness of Parent or anyRestricted Subsidiary repaid, repurchased, redeemed, retired, defeased or otherwisedischarged (to the extent the related commitment is permanently reduced) with respect toParent and its continuing Restricted Subsidiaries in connection with such transaction for suchperiod (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated InterestExpense for such period directly attributable to the Indebtedness of such RestrictedSubsidiary to the extent Parent and its continuing Restricted Subsidiaries are no longer liablefor such Indebtedness after such sale);

(3) if since the beginning of such period Parent or any Restricted Subsidiary (by merger orotherwise) will have made an Investment in any Restricted Subsidiary (or any Person thatbecomes a Restricted Subsidiary or is merged with or into Parent or a Restricted Subsidiary) oran acquisition of assets, including any acquisition of assets occurring in connection with atransaction causing a calculation to be made hereunder, which constitutes all or substantially allof a company, division, operating unit, segment, business, group of related assets or line ofbusiness, Consolidated EBITDA and Consolidated Interest Expense for such period will becalculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) asif such Investment or acquisition occurred on the first day of such period; and

(4) if since the beginning of such period any Person (that subsequently became a RestrictedSubsidiary or was merged with or into Parent or any Restricted Subsidiary since the beginning ofsuch period) will have Incurred any Indebtedness or discharged any Indebtedness or made anydisposition or any Investment or acquisition of assets that would have required an adjustmentpursuant to clause (1), (2) or (3) above if made by Parent or a Restricted Subsidiary during suchperiod, Consolidated EBITDA and Consolidated Interest Expense for such period will becalculated after giving pro forma effect thereto as if such transaction occurred on the first day ofsuch period.

For purposes of this definition, whenever pro forma effect is to be given to any calculation under thisdefinition, the pro forma calculations will be determined in good faith by a responsible financial oraccounting officer of Parent or the Issuer (including with respect to any Investment, acquisition, mergeror consolidation, any operating improvements and cost reductions that, in the reasonable judgment ofsuch officer, are expected to be realized within 12 months of such Investment, acquisition, merger orconsolidation and that are reasonably identifiable, factually supportable and quantifiable, regardless ofwhether such operating improvements or cost reductions could then be reflected in pro forma financialstatements prepared in accordance with Regulation S-X under the Securities Act or any other regulationor policy of the SEC related thereto; provided that (x) any pro forma adjustments made pursuant to thisparenthetical shall be set forth in an Officers’ Certificate delivered to the Trustee and (y) no operatingimprovements or cost reductions shall be given pro forma effect to the extent duplicative of any expenseor charges relating to such operating improvements or cost reductions that are added back to thedefinition of Consolidated EBITDA). If any Indebtedness bears a floating rate of interest and is beinggiven pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate ineffect on the date of determination had been the applicable rate for the entire period (taking into accountany Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has aremaining term in excess of 12 months). If any Indebtedness that is being given pro forma effect bearsan interest rate at the option of the Issuer, the interest rate shall be calculated by applying such optionalrate chosen by the Issuer. In making any pro forma calculation, the amount of Indebtedness under anyrevolving Debt Facility outstanding on the date of determination (other than any Indebtedness Incurredunder such facility in connection with the transaction giving rise to the need to calculate the ConsolidatedCoverage Ratio) will be deemed to be:

(i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorterperiod for which such facility was outstanding; or

174

95103

(ii) if such facility was created after the end of such four fiscal quarters, the average daily balance ofsuch Indebtedness during the period from the date of creation of such facility to the date of suchdetermination.

“Consolidated EBITDA” means, with respect to Parent and the Restricted Subsidiaries for any period,their Consolidated Net Income for such period:

(1) increased (without duplication) by the following items to the extent deducted in calculating suchConsolidated Net Income:

(a) Consolidated Interest Expense; plus

(b) Consolidated Income Taxes; plus

(c) consolidated depreciation and amortization expense; plus

(d) impairment charges recorded in connection with the application of International AccountingStandard 38, Intangibles, or International Accounting Standard 16, Property, Plant andEquipment or International Accounting Standard 36, Impairment of Assets; plus

(e) other non-cash charges, including any write-offs or write-downs (excluding any such non-cashcharge to the extent it represents an accrual of or reserve for cash charges in any futureperiod or amortization of a prepaid cash expense that was capitalized at the time ofpayment) and non-cash compensation expense recorded from grants of stock appreciation orsimilar rights, stock options, restricted stock or other rights to officers, directors oremployees, and any capitalized interest on the Shareholder Loan Notes and any capitalizeddividends on the Redeemable Preference Shares (to the extent excluded from ConsolidatedInterest Expense);

(2) decreased (without duplication) by non-cash items increasing such Consolidated Net Income(excluding any such items which represent the recognition of deferred revenue, the reversal ofany accrual of, or reserve for, anticipated cash charges that reduced Consolidated EBITDA inany prior period, and any such items for which cash was received in a prior period that did notincrease Consolidated EBITDA in any prior period) and if Consolidated Income Taxes is abenefit, by the amount of any such benefit, and

(3) increased or decreased (without duplication) to eliminate the following items to the extentreflected in such Consolidated Net Income:

(a) any unrealized net gain or loss resulting in such period from Hedging Obligations and theapplication of International Accounting Standard 39, Financial Instruments: Recognition andMeasurement;

(b) any net gain or loss resulting in such period from currency translation gains or lossespursuant to International Accounting Standard 21, The Effects of Changes in ForeignExchange Rates, related to currency remeasurements of Indebtedness; and

(c) effects of adjustments (including the effects of such adjustments pushed down to Parent andthe Restricted Subsidiaries) in any line item in such Person’s consolidated financialstatements in such period pursuant to IFRS resulting from the application of purchaseaccounting in relation to any completed acquisition.

Notwithstanding the foregoing, clauses (1)(b) through (e) relating to amounts of a RestrictedSubsidiary will be added to Consolidated Net Income to compute Consolidated EBITDA of such Persononly to the extent (and in the same proportion) that the net income (loss) of such Restricted Subsidiarywas included in calculating the Consolidated Net Income of such Person and, to the extent the amountsset forth in clauses (1)(b) through (e) are in excess of those necessary to offset a net loss of suchRestricted Subsidiary or if such Restricted Subsidiary has net income for such period included inConsolidated Net Income, only if a corresponding amount would be permitted at the date ofdetermination to be dividended to Parent by such Restricted Subsidiary without prior approval, pursuantto the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rulesand governmental regulations applicable to that Restricted Subsidiary or its stockholders.

175

15061

“Consolidated Income Taxes” means, with respect to Parent and the Restricted Subsidiaries for anyperiod, all income tax expense determined in accordance with IFRS, including state, franchise and similartaxes and foreign withholding taxes regardless of whether such taxes or payments are required to beremitted to any governmental authority.

“Consolidated Interest Expense” means, with respect to Parent and the Restricted Subsidiaries forany period, their total finance costs, determined in accordance with IFRS, whether paid or accrued, plus,to the extent not included in such interest expense:

(1) interest expense attributable to Capitalized Lease Obligations and the interest portion of rentexpense associated with Attributable Indebtedness in respect of the relevant lease giving risethereto, determined as if such lease were a capitalized lease in accordance with IFRS, and theinterest component of any deferred payment obligations;

(2) amortization of debt discount (including the amortization of original issue discount resulting fromthe issuance of Indebtedness at less than par) and debt issuance costs; provided, however,that any amortization of bond premium will be credited to reduce Consolidated Interest Expenseunless, pursuant to IFRS, such amortization of bond premium has otherwise reducedConsolidated Interest Expense;

(3) non-cash interest expense, but any non-cash interest income or expense attributable to themovement in the mark-to-market valuation of Hedging Obligations or other derivativeinstruments pursuant to IFRS shall be excluded from the calculation of Consolidated InterestExpense;

(4) commissions, discounts and other fees and charges owed with respect to letters of credit andbankers’ acceptance financing;

(5) the interest expense on Indebtedness that is Guaranteed by Parent or a Restricted Subsidiaryor secured by a Lien on assets of Parent or a Restricted Subsidiary;

(6) costs associated with entering into Hedging Obligations (including amortization of fees) relatedto Indebtedness;

(7) interest expense of Parent and the Restricted Subsidiaries that was capitalized during suchperiod;

(8) the product of (a) all dividends paid or payable, in cash, Cash Equivalents or Indebtedness oraccrued during such period on any series of Disqualified Stock or on Preferred Stock of Non-Guarantor Subsidiaries payable to a party other than Parent or a Wholly Owned Subsidiary,times (b) a fraction, the numerator of which is one and the denominator of which is one minusthe then current combined federal, state, provincial and local statutory tax rate of such Person,expressed as a decimal, in each case on a consolidated basis and in accordance with IFRS;

(9) Receivables Fees; and

(10) the cash contributions to any employee stock ownership plan or similar trust to the extent suchcontributions are used by such plan or trust to pay interest or fees to any Person (other thanParent and the Restricted Subsidiaries) in connection with Indebtedness Incurred by such planor trust;

but shall exclude any capitalized interest on the Shareholder Loan Notes and any capitalized dividendson the Redeemable Preference Shares.

For the purpose of calculating the Consolidated Coverage Ratio, the calculation of ConsolidatedInterest Expense shall include all interest expense (including any amounts described in clauses (1)through (10) above) relating to any Indebtedness of such Person or any of its Restricted Subsidiariesdescribed in the final paragraph of the definition of “Indebtedness.”

For purposes of the foregoing, total interest expense will be determined (i) after giving effect to anynet payments made or received by Parent and its Subsidiaries with respect to Interest Rate Agreementsor Currency Agreements and (ii) exclusive of amounts classified as other comprehensive income on thebalance sheet of Parent. Notwithstanding anything to the contrary contained herein, without duplication ofclause (9) above, commissions, discounts, yield and other fees and charges Incurred in connection with

176

00261

any transaction pursuant to which Parent or the Restricted Subsidiaries may sell, convey or otherwisetransfer or grant a security interest in any accounts receivable or related assets shall be included inConsolidated Interest Expense.

“Consolidated Net Income” means, for any period, the profit (loss) of Parent and its consolidatedRestricted Subsidiaries determined on a consolidated basis in accordance with IFRS; provided, however,that there will not be included in such Consolidated Net Income on an after-tax basis:

(1) any profit (loss) of any Person if such Person is not a Restricted Subsidiary, that is accountedfor by the equity method of accounting or that is accounted for by the proportional consolidationmethod of accounting, except that:

(a) Parent’s equity in the profit of any such Person for such period will be included in suchConsolidated Net Income up to the aggregate amount of cash actually distributed by suchPerson during such period to Parent or a Restricted Subsidiary as a dividend or otherdistribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary,to the limitations contained in clause (2) below); and

(b) Parent’s equity in a net loss of any such Person (other than an Unrestricted Subsidiary) forsuch period will be included in determining such Consolidated Net Income to the extent suchloss has been funded with cash from Parent or a Restricted Subsidiary;

(2) any profit (but not loss) of any Restricted Subsidiary (other than a Subsidiary Guarantor) if suchRestricted Subsidiary is subject to prior government approval or other restrictions due to theoperation of its charter or any agreement, instrument, judgment, decree, order, statute, rule orgovernment regulation (which have not been waived), directly or indirectly, on the payment ofdividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, toParent or the Issuer, except that:

(a) subject to the limitations contained in clauses (3) through (7) below, Parent’s equity in theprofit of any such Restricted Subsidiary for such period will be included in such ConsolidatedNet Income up to the aggregate amount of cash that could have been distributed by suchRestricted Subsidiary during such period to Parent or another Restricted Subsidiary as adividend (subject, in the case of a dividend to another Restricted Subsidiary, to the limitationcontained in this clause); and

(b) Parent’s equity in a net loss of any such Restricted Subsidiary for such period will beincluded in determining such Consolidated Net Income;

(3) any gain or loss (excluding all fees and expenses relating thereto) realized upon sales or otherdispositions of any assets of Parent or such Restricted Subsidiary outside the ordinary course ofbusiness, as determined in good faith by the Board of Directors or Senior Management ofParent;

(4) any income or loss from the early extinguishment of Indebtedness or early termination ofHedging Obligations or other derivative instruments or any gains or losses from the effect ofmark-to-market adjustments relating to Hedging Obligations until realized in cash;

(5) any extraordinary gain or loss;

(6) the effect of any non-cash impairment charge affecting goodwill or intangibles or a reversal ofany such impairment charge;

(7) any redundancy costs;

(8) any profit or loss included in the consolidated statement of comprehensive income with respectto non-controlling interests due to the application of International Accounting Standard 27,Consolidated and Separate Financial Statements; and

(9) the cumulative effect of a change in accounting policies.

“Continuing Directors” means, as of any date of determination, any member of the Board ofDirectors of the Issuer or Parent or any direct or indirect parent entity of the Issuer, as the case may be,who: (1) was a member of such Board of Directors on the Issue Date; or (2) was nominated for election

177

54119

or elected to such Board of Directors with the approval of a majority of the Continuing Directors whowere members of such Board at the time of such nomination or election.

“Corporations Act” means the Australian Corporations Act 2001.

“Currency Agreement” means, with respect to any Person, any foreign exchange future or forward,swap or option, cap or collar or other similar agreement or arrangement as to which such Person is aparty or a beneficiary.

“Debt Facility” means one or more debt facilities (including, without limitation, the New Credit Facility)or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans,term loans, receivables financing (including through the sale of receivables to such lenders or to specialpurpose entities formed to borrow from such lenders against such receivables) or letters of credit orissuances of debt securities evidenced by notes, debentures, bonds or similar instruments, in each case,as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of salesof debt securities) in whole or in part from time to time (and whether or not with the originaladministrative agent, lenders or trustee or another administrative agent or agents, other lenders ortrustee and whether provided under the original New Credit Facility or any other credit or otheragreement or indenture).

“Default” means any event that is, or after notice or passage of time or both would be, an Event ofDefault.

“Designated Noncash Consideration” means the Fair Market Value of noncash consideration receivedby Parent or one of the Restricted Subsidiaries in connection with an Asset Disposition that is sodesignated as Designated Noncash Consideration pursuant to an Officers’ Certificate setting forth thebasis of such valuation, less the amount of cash or Cash Equivalents received in connection with asubsequent sale, redemption or payment of, on or with respect to such Designated NoncashConsideration.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person that by itsterms (or by the terms of any security into which it is convertible or for which it is exchangeable) or uponthe happening of any event:

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2) is convertible into or exchangeable for Indebtedness or Disqualified Stock (excluding CapitalStock which is convertible or exchangeable solely at the option of Parent or a RestrictedSubsidiary (it being understood that upon such conversion or exchange it shall be an Incurrenceof such Indebtedness or Disqualified Stock)); or

(3) is redeemable at the option of the holder of the Capital Stock in whole or in part,

in each case on or prior to the date 91 days after the earlier of the final maturity date of the Notes orthe date the Notes are no longer outstanding; provided, however, that only the portion of Capital Stockwhich so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemableat the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided,further, that any Capital Stock that would constitute Disqualified Stock solely because the holders thereofhave the right to require Parent or the Restricted Subsidiaries to repurchase such Capital Stock upon theoccurrence of a Change of Control or Asset Disposition (each defined in a substantially identical mannerto the corresponding definitions in the Indenture) shall not constitute Disqualified Stock if the terms ofsuch Capital Stock (and all such securities into which it is convertible or exchangeable or for which it isredeemable) provide that Parent or the Restricted Subsidiaries, as applicable, are not required torepurchase or redeem any such Capital Stock (and all such securities into which it is convertible orexchangeable or for which it is redeemable) pursuant to such provision prior to compliance by the Issuerwith the provisions of the Indenture described under the captions “—Repurchase at the option ofholders—Change of control” and “—Repurchase at the option of holders—Asset sales” and suchrepurchase or redemption complies with “—Certain covenants—Limitation on restricted payments.”

“Equity Offering” means a public offering in any country for cash by Parent of its Common Stock, oroptions, warrants or rights with respect to its Common Stock (to the extent such cash proceeds arecontributed to the Issuer), other than (1) public offerings with respect to Parent’s Common Stock, or

178

13011

options, warrants or rights, registered on Form S-4 or S-8, (2) an issuance to any Subsidiary or (3) anyoffering of Common Stock issued in connection with a transaction that constitutes a Change of Control.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules andregulations of the SEC promulgated thereunder.

“Existing Notes” means to the Issuer’s 9.00% Senior Notes due 2018.

“Fair Market Value” means, with respect to any asset or liability, the fair market value of such assetor liability as determined by Senior Management of Parent in good faith; provided that, except asotherwise provided in the Indenture, if the fair market value exceeds A$5.0 million, such determinationshall be made by the Board of Directors of Parent or an authorized committee thereof in good faith(including as to the value of all non-cash assets and liabilities).

“Government Securities” means securities that are (1) direct obligations of the United States for thetimely payment of which its full faith and credit is pledged or (2) obligations of a Person controlled orsupervised by and acting as an agency or instrumentality of the United States the timely payment ofwhich is unconditionally Guaranteed as a full faith and credit obligation of the United States, which, ineither case, are not callable or redeemable at the option of the issuer thereof, and shall also include adepositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodianwith respect to any such Government Securities or a specific payment of principal of or interest on anysuch Government Securities held by such custodian for the account of the holder of such depositaryreceipt; provided that (except as required by law) such custodian is not authorized to make anydeduction from the amount payable to the holder of such depositary receipt from any amount received bythe custodian in respect of the Government Securities or the specific payment of principal of or intereston the Government Securities evidenced by such depositary receipt.

“Guarantee” means (1) any obligation, contingent or otherwise, of any Person directly or indirectlyguaranteeing any Indebtedness of any other Person and (2) any obligation, direct or indirect, contingentor otherwise, of such Person:

(a) to purchase or pay (or advance or supply funds for the purchase or payment of) suchIndebtedness of such other Person (whether arising by virtue of partnership arrangements, or byagreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or tomaintain financial statement conditions or otherwise); or

(b) entered into for purposes of assuring in any other manner the obligee of such Indebtedness ofthe payment thereof or to protect such obligee against loss in respect thereof (in whole or inpart); provided, however, that the term “Guarantee” will not include endorsements for collectionor deposit in the ordinary course of business.

“Guarantor” means Parent and each Restricted Subsidiary in existence on the Issue Date thatprovides a Note Guarantee on the Issue Date (and any other Restricted Subsidiary that provides a NoteGuarantee after the Issue Date); provided that upon release or discharge of such Restricted Subsidiaryfrom its Note Guarantee in accordance with the Indenture, such Restricted Subsidiary ceases to be aGuarantor.

“Guarantor Subordinated Obligation” means, with respect to a Guarantor, any Indebtedness of suchGuarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinatedin right of payment to the obligations of such Guarantor under its Note Guarantee.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any InterestRate Agreement, Currency Agreement or Commodity Agreement.

“Holder” means a Person in whose name a Note is registered on the Registrar’s books.

“IFRS” means the international financial reporting standards as issued by the InternationalAccounting Standards Board and as adopted by the Australian Accounting Standards Board as in effecton the Issue Date. Unless otherwise specified, all ratios and computations, contained in the Indenture willbe computed in conformity with IFRS.

“Incur” means issue, create, assume, Guarantee, incur or otherwise become liable for; provided,however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomesa Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be deemed to be

179

88385

Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary; and the terms“Incurred” and “Incurrence” have meanings correlative to the foregoing.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1) the principal of and premium (if any) in respect of indebtedness of such Person for borrowedmoney;

(2) the principal of and premium (if any) in respect of obligations of such Person evidenced bybonds, debentures, notes or other similar instruments;

(3) the principal component of all obligations of such Person in respect of letters of credit, bankers’acceptances or other similar instruments (including reimbursement obligations with respectthereto except to the extent such reimbursement obligation relates to a trade payable and suchobligation is satisfied within 30 days of Incurrence);

(4) the principal component of all obligations of such Person to pay the deferred and unpaidpurchase price of property (including earn-out obligations), which purchase price is due after thedate of placing such property in service or taking delivery and title thereto, except (a) any suchbalance that constitutes a trade payable or similar obligation to a trade creditor, in each caseaccrued in the ordinary course of business, and (b) any earn-out obligation until the amount ofsuch obligation becomes a liability on the balance sheet of such Person in accordance withIFRS;

(5) Capitalized Lease Obligations and all Attributable Indebtedness of such Person (whether or notsuch items would appear on the balance sheet of such Person in accordance with IFRS);

(6) the greater of the maximum mandatory redemption or repurchase price (not including, in eithercase, any redemption or repurchase premium) or the principal component or liquidationpreference of all obligations of such Person with respect to the redemption, repayment or otherrepurchase of any Disqualified Stock or, with respect to any Non-Guarantor Subsidiary, anyPreferred Stock (but excluding, in each case, any accrued dividends);

(7) the principal component of all Indebtedness of other Persons secured by a Lien on any assetof such Person, whether or not such Indebtedness is assumed by such Person; provided,however, that the amount of such Indebtedness will be the lesser of (a) the Fair Market Valueof such asset at such date of determination and (b) the amount of such Indebtedness of suchother Persons;

(8) the principal component of Indebtedness of other Persons to the extent Guaranteed by suchPerson (whether or not such items would appear on the balance sheet of such Person inaccordance with IFRS);

(9) to the extent not otherwise included in this definition, net obligations of such Person underHedging Obligations (the amount of any such obligations to be equal at any time to thetermination value of such agreement or arrangement giving rise to such Obligation that wouldbe payable by such Person at such time); and

(10) to the extent not otherwise included in this definition, the amount of obligations outstandingunder the legal documents entered into as part of a securitization transaction or series ofsecuritization transactions that would be characterized as principal if such transaction werestructured as a secured lending transaction rather than as a purchase relating to asecuritization transaction or series of securitization transactions.

Notwithstanding the foregoing, money borrowed and set aside at the time of the Incurrence of anyIndebtedness in order to pre-fund the payment of interest on such Indebtedness shall not be deemed tobe “Indebtedness;” provided that such money is held to secure the payment of such interest.

Notwithstanding the foregoing, the amount of any Indebtedness outstanding as of any date shall (i)be the accreted value thereof in the case of any Indebtedness issued with original issue discount or theaggregate principal amount outstanding in the case of Indebtedness issued with interest payable in kindand (ii) include any interest (or in the case of Preferred Stock, dividends) thereon that is more than 30days past due. Except to the extent provided in the preceding sentence, the amount of any Indebtednessthat is convertible into or exchangeable for Capital Stock of Parent outstanding as of any date shall be

180

65071

deemed to be equal to the principal and premium, if any, in respect of such Indebtedness,notwithstanding the provisions of IFRS.

In addition, “Indebtedness” of Parent and the Restricted Subsidiaries shall include Indebtednessdescribed in the preceding paragraphs of this definition that would not appear as a liability on thebalance sheet of Parent and the Restricted Subsidiaries if:

(1) such Indebtedness is the obligation of a partnership or joint venture that is not a RestrictedSubsidiary (a “Joint Venture”);

(2) Parent or a Restricted Subsidiary is a general partner of the Joint Venture (a “General Partner”);and

(3) there is recourse, by contract or operation of law, with respect to the payment of suchIndebtedness to property or assets of Parent or a Restricted Subsidiary; and then suchIndebtedness shall be included in an amount not to exceed:

(a) the lesser of (i) the net assets of the General Partner and (ii) the amount of such obligationsto the extent that there is recourse, by contract or operation of law, to the property or assetsof Parent or a Restricted Subsidiary; or

(b) if less than the amount determined pursuant to clause (a) immediately above, the actualamount of such Indebtedness that is recourse to Parent or a Restricted Subsidiary, if theIndebtedness is evidenced by a writing and is for a determinable amount.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm orconsultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in thegood faith judgment of Parent, qualified to perform the task for which it has been engaged.

“Interest Rate Agreement” means, with respect to any Person, any interest rate future or forward,swap or option, cap or collar or other similar agreement or arrangement as to which such Person isparty or a beneficiary.

“Investment” means, with respect to any Person, all investments by such Person in other Persons(including Affiliates) in the form of any direct or indirect advance, loan (other than advances orextensions of credit to customers in the ordinary course of business) or other extensions of credit(including by way of Guarantee or similar arrangement, but excluding any debt or extension of creditrepresented by a bank deposit (other than a time deposit)) or capital contribution to (by means of anytransfer of cash or other property to others or any payment for property or services for the account oruse of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instrumentsissued by, such Person and all other items that are or would be classified as investments on a balancesheet prepared in accordance with IFRS; provided that none of the following will be deemed to be anInvestment:

(1) Hedging Obligations entered into in the ordinary course of business and in compliance with theIndenture;

(2) endorsements of negotiable instruments and documents in the ordinary course of business; and

(3) an acquisition of assets, Capital Stock or other securities by Parent or a Subsidiary forconsideration to the extent such consideration consists of Common Stock of Parent.

For purposes of “—Certain covenants—Limitation on restricted payments” and “—Certaincovenants—Designation of restricted and unrestricted subsidiaries:”

(1) “Investment” will include the portion (proportionate to Parent’s equity interest in a RestrictedSubsidiary that is to be designated an Unrestricted Subsidiary) of the Fair Market Value of thenet assets of such Restricted Subsidiary at the time that such Restricted Subsidiary isdesignated an Unrestricted Subsidiary; provided, however, that upon a redesignation of suchSubsidiary as a Restricted Subsidiary, Parent will be deemed to have made a permanent“Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) Parent’saggregate “Investment” in such Subsidiary as of the time of such redesignation less (b) theportion (proportionate to Parent’s equity interest in such Subsidiary) of the Fair Market Value of

181

95909

the net assets of such Subsidiary at the time that such Subsidiary is so redesignated aRestricted Subsidiary;

(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its Fair MarketValue at the time of such transfer; and

(3) if Parent or any Restricted Subsidiary sells or otherwise disposes of any Voting Stock of anyRestricted Subsidiary such that, after giving effect to any such sale or disposition, such entity isno longer a Subsidiary of Parent, Parent shall be deemed to have made an Investment on thedate of any such sale or disposition equal to the Fair Market Value of the Capital Stock of suchSubsidiary not sold or disposed of.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) byMoody’s Investors Service, Inc. and BBB- (or the equivalent) by Standard & Poor’s Ratings Group, Inc.,or any other equivalent rating by any Rating Agency, in each case, with a stable or better outlook.

“Investor” means Gresham Private Equity Limited and its Affiliates, as well as collective investmentvehicles for which Gresham Private Equity Limited or any of its Affiliates acts directly or indirectly asgeneral partner, investment manager, managing member or in a similar capacity, but not including,however, any portfolio companies of any of the foregoing.

“Issue Date” means April 26, 2017.

“Leverage Ratio” means as of any date of determination, with respect to Parent and its RestrictedSubsidiaries, the ratio of (x) the sum of the aggregate outstanding Indebtedness of the Parent and itsRestricted Subsidiaries on such date (determined on a consolidated basis in accordance with AustralianAccounting Standards) (net of unrestricted and unencumbered cash and Cash Equivalents of the Parentand its Restricted Subsidiaries as of such date and calculated on a pro forma basis following applicationthereof) to (y) the aggregate amount of Consolidated EBITDA for the most recently ended fourconsecutive fiscal quarters for which financial statements are available and have been provided to theTrustee or filed with the ASX; provided, however, that in the event that the Parent or any of itsRestricted Subsidiaries Incurs or redeems any Indebtedness subsequent to the commencement of theperiod for which the Leverage Ratio is being calculated but prior to or concurrently with the event forwhich the calculation of the Leverage Ratio is made, then the Leverage Ratio shall be calculated givingpro forma effect to such Incurrence or redemption of Indebtedness as if the same had occurred at thebeginning of the applicable four quarter period. The Leverage Ratio shall be calculated in a mannerconsistent with the definition of “Consolidated Coverage Ratio,” including any pro forma adjustments toConsolidated EBITDA as set forth therein.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge,hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect ofsuch asset, whether or not filed, recorded or otherwise perfected under applicable law, including anyconditional sale or other title retention agreement, any lease in the nature thereof or sale/leaseback, anyoption or other agreement to sell or give a security interest in and any filing of or agreement to give anyfinancing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction;provided that in no event shall an operating lease be deemed to constitute a Lien. A Lien shall alsoinclude any “security interest” as defined in sections 12(1) or (2) of the Australian Personal PropertySecurities Act 2009.

“Market Capitalization” means an amount equal to (i) the total number of issued and outstandingshares of Common Stock of the Parent on the date of declaration of the relevant Restricted Paymentmultiplied by (ii) the arithmetic mean of the closing price per share of such Common Stock for the 30consecutive trading days on its primary stock exchange immediately preceding the date of declaration ofthe relevant Restricted Payment.

“Net Available Cash” from an Asset Disposition means cash payments received (including any cashpayments received by way of deferred payment of principal pursuant to a note or installment receivableor otherwise and net proceeds from the sale or other disposition of any securities or other assetsreceived as consideration, but only as and when received, but excluding any other consideration receivedin the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the

182

26725

properties or assets that are the subject of such Asset Disposition or received in any other non-cashform) therefrom, in each case net of:

(1) all legal, accounting, investment banking, title and recording tax expenses, commissions andother fees and expenses Incurred, and all federal, state, provincial, foreign and local taxesrequired to be paid or accrued as a liability under IFRS (after taking into account any availabletax credits or deductions and any tax sharing agreements), as a consequence of such AssetDisposition;

(2) all payments made on any Indebtedness that is secured by any assets subject to such AssetDisposition, in accordance with the terms of any Lien upon such assets, or which must by itsterms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable lawbe repaid out of the proceeds from such Asset Disposition;

(3) all distributions and other payments required to be made to non-controlling interest holders inSubsidiaries or joint ventures as a result of such Asset Disposition; and

(4) the deduction of appropriate amounts to be provided by the seller as a reserve, in accordancewith IFRS, against any liabilities associated with the assets disposed of in such Asset Dispositionand retained by Parent or any Restricted Subsidiary after such Asset Disposition.

“Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means the cashproceeds of such issuance or sale, net of attorneys’ fees, accountants’ fees, underwriters’ or placementagents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees andcharges actually incurred in connection with such issuance or sale and net of taxes paid or payable as aresult of such issuance or sale (after taking into account any available tax credit or deductions and anytax sharing arrangements).

“New Credit Facility” means the syndicated facility agreement to be entered into on or about theIssue Date, among Parent, the borrowers parties thereto (including the Issuer), the guarantors partiesthereto, the arrangers parties thereto, the lenders parties thereto and Global Loan Agency ServicesAustralia Pty Ltd, as agent, as the same may be amended, restated, modified, renewed, refunded,replaced or refinanced in whole or in part from time to time (including increasing the amount loanedthereunder; provided that such additional Indebtedness is Incurred in accordance with the covenantdescribed under “—Certain covenants—Limitation on indebtedness”).

“Non-Guarantor Subsidiary” means any Restricted Subsidiary (other than the Issuer) that is not aSubsidiary Guarantor.

“Non-Recourse Debt” means Indebtedness of a Person:

(1) as to which neither Parent nor any Restricted Subsidiary (a) provides any Guarantee or creditsupport of any kind (including any undertaking, Guarantee, indemnity, agreement or instrumentthat would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor orotherwise);

(2) no default with respect to which (including any rights that the holders thereof may have to takeenforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of timeor both) any holder of any other Indebtedness of Parent or any Restricted Subsidiary to declarea default under such other Indebtedness or cause the payment thereof to be accelerated orpayable prior to its Stated Maturity; and

(3) the explicit terms of which provide there is no recourse against any of the assets of Parent or itsRestricted Subsidiaries.

“Note Guarantee” means, individually, any Guarantee of payment of the Notes and the Issuer’s otherObligations under the Indenture by a Guarantor pursuant to the terms of the Indenture and anysupplemental indenture thereto, and, collectively, all such Guarantees.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing ofa petition in bankruptcy, reorganization or similar proceeding at the rate provided for in thedocumentation with respect thereto, whether or not such interest is an allowed claim under applicablestate, federal or foreign law), other monetary obligations, penalties, fees, indemnifications,reimbursements (including reimbursement obligations with respect to letters of credit and banker’s

183

15804

acceptances), damages and other liabilities, and Guarantees of payment of such principal, interest,penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under thedocumentation governing any Indebtedness.

“Offering Circular” means this offering circular relating to the offer and sale of the Notes.

“Officer” means any director or company secretary or, if authorized pursuant to a power of attorneyunder Australian law, as applicable, the Chairman of the Board, the Chief Executive Officer, thePresident, the Chief Financial Officer, any Executive Vice President, Senior Vice President or VicePresident, the Treasurer or the Secretary of the Issuer. Officer of any Guarantor has a correlativemeaning.

“Officers’ Certificate” means a certificate signed by two Officers of the Issuer, one of whom is theprincipal executive officer, the principal financial officer, the treasurer or the principal accounting officer.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee.Subject to the foregoing sentence, the counsel may be an employee of or counsel to the Issuer or theTrustee.

“Parent” means Barminco Holdings Pty Ltd (ACN 126 398 276), an Australian corporation, or anyPermitted Parent upon such time that a Person becomes a Permitted Parent and, at such time,Barminco Holdings Pty Ltd shall become a Restricted Subsidiary.

“PPSA” means the Personal Property Securities Act 2009 (Australian Commonwealth).

“Pari Passu Secured Obligations” means any Obligations of the Issuer or a Guarantor secured by aPermitted Lien (other than Payment Priority Obligations) which are intended by their terms to be securedon a pari passu basis with the Liens securing the Notes Obligations, the Note Guarantees and theIndenture and the other Pari Passu Secured Obligations; provided, however, that such Lien is permittedto be incurred under the Indenture and the documents governing any other Pari Passu SecuredObligations then outstanding, such Indebtedness has a stated maturity that is no earlier than the statedmaturity of the Notes and the agent or other representative for such Pari Passu Secured Obligations, onbehalf of the holders of such Pari Passu Secured Obligations, is, or has pursuant to a joinder,amendment or supplement thereto become, bound by the terms of the Security Trust Deed.

“Payment Priority Obligations” means (i) any Obligations of the Issuer or any Guarantor under anyDebt Facility permitted to be Incurred under clause (1) of the second paragraph under “—Certaincovenants—Limitation on indebtedness;” and (ii) any Hedging Obligations relating to Obligations referedto in clause (i) hereof of the Issuer or any Guarantor under Currency Agreements and Interest RateAgreements and secured by Liens on the Collateral permitted by the definition of “Permitted Liens”, solong as any such Obligations and Hedging Obligations (x) are designated by the Issuer as PaymentPriority Obligations under the Indenture (as set out in an Officer’s Certificate delivered to the Trustee)and (y) are subject to the Security Trust Deed.

“Permitted Holders” means (1) each Investor, (2) any group (within the meaning of Section 13(d)(3)of Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the Investors aremembers; provided that, without giving effect to the existence of such group or any other group, theInvestors collectively have beneficial ownership of more than 50% of the total voting power of the VotingStock of Parent, or (3) any Permitted Parent. Any Person or group whose acquisition of beneficialownership constitutes a Change of Control in respect of which a Change of Control Offer is made inaccordance with the requirements of the Indenture (or would result in a Change of Control Offer in theabsence of the waiver of such requirement by Holders in accordance with the Indenture) will thereafterconstitute additional Permitted Holders.

“Permitted Investment” means an Investment by Parent or any Restricted Subsidiary in:

(1) Parent or a Restricted Subsidiary;

(2) a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

184

67546

(b) such Person, in one transaction or a series of related transactions, is merged or consolidatedwith or into, or transfers or conveys all or substantially all of its assets to, or is liquidatedinto, Parent or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided that such Investment was notacquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(3) cash and Cash Equivalents;

(4) receivables owing to Parent or any Restricted Subsidiary created or acquired in the ordinarycourse of business and payable or dischargeable in accordance with customary trade terms;provided, however, that such trade terms may include such concessionary trade terms as Parentor any such Restricted Subsidiary deems reasonable under the circumstances;

(5) payroll, travel and similar advances to cover matters that are expected at the time of suchadvances ultimately to be treated as expenses for accounting purposes and that are made in theordinary course of business;

(6) loans or advances to employees, officers or directors of Parent or any Restricted Subsidiary inthe ordinary course of business consistent with past practices in an aggregate amount not inexcess of A$2.0 million with respect to all loans or advances made since the Issue Date (withoutgiving effect to the forgiveness of any such loan);

(7) any Investment acquired by Parent or any Restricted Subsidiary:

(a) in exchange for any other Investment or accounts receivable held by Parent or any suchRestricted Subsidiary in connection with or as a result of a bankruptcy, workout,reorganization or recapitalization of the issuer of such other Investment or accountsreceivable; or

(b) as a result of a foreclosure by Parent or any Restricted Subsidiary with respect to anysecured Investment or other transfer of title with respect to any secured Investment indefault;

(8) Investments made as a result of the receipt of non-cash consideration from an Asset Dispositionthat was made pursuant to and in compliance with “—Repurchase at the option of holders—Asset sales” or any other disposition of assets not constituting an Asset Disposition;

(9) Investments in existence on the Issue Date;

(10) Currency Agreements, Interest Rate Agreements, Commodity Agreements and related HedgingObligations, which transactions or obligations are Incurred in compliance with “—Certaincovenants—Limitation on indebtedness;”

(11) Guarantees issued in accordance with “—Certain covenants—Limitations on indebtedness;”

(12) Investments made in connection with the funding of contributions under any non-qualifiedretirement plan or similar employee compensation plan in an amount not to exceed the amountof compensation expense recognized by Parent and the Restricted Subsidiaries in connectionwith such plans;

(13) Investments in joint ventures, together with all other Investments pursuant to this clause (13), inan aggregate amount at the time of each such Investment not to exceed A$10.0 millionoutstanding at any one time (with the Fair Market Value of each such Investment beingmeasured at the time made and without giving effect to subsequent changes in value); and

(14) Investments by Parent or any Restricted Subsidiary, together with all other Investments pursuantto this clause (14), in an aggregate amount at the time of each such Investment not to exceedthe greater of (i) A$20.0 million and (ii) 5.5% of Total Tangible Assets outstanding at any onetime (with the Fair Market Value of each such Investment being measured at the time made andwithout giving effect to subsequent changes in value).

“Permitted Liens” means, with respect to any Person:

(A) with respect to Liens on any property or assets (including Capital Stock) other than theCollateral:

185

07753

(1) Liens in favor of Parent or any Restricted Subsidiary;

(2) pledges or deposits by such Person under workers’ compensation laws, unemploymentinsurance laws or similar legislation, or good faith deposits in connection with bids, tenders,contracts (other than for the payment of Indebtedness) or leases to which such Person is aparty, or deposits to secure public or statutory obligations of such Person or deposits ofcash or U.S. government bonds to secure surety or appeal bonds to which such Person isa party, or deposits as security for contested taxes or import or customs duties or for thepayment of rent, in each case Incurred in the ordinary course of business;

(3) Liens imposed by law, including carriers’, warehousemen’s, mechanics’, materialmen’s andrepairmen’s Liens, Incurred in the ordinary course of business;

(4) Liens for taxes, assessments or other governmental charges not yet subject to penalties fornon-payment or that are being contested in good faith by appropriate proceedings, providedappropriate reserves required pursuant to IFRS have been made in respect thereof;

(5) Liens in favor of issuers of surety or performance bonds or letters of credit or bankers’acceptances or similar obligations issued pursuant to the request of and for the account ofsuch Person in the ordinary course of its business; provided, however, that such letters ofcredit do not constitute Indebtedness;

(6) encumbrances, ground leases, easements or reservations of, or rights of others for,licenses, rights of way, sewers, electric lines, telegraph and telephone lines and othersimilar purposes, or zoning, building codes or other restrictions (including, without limitation,minor defects or irregularities in title and similar encumbrances) as to the use of realproperties or Liens incidental to the conduct of the business of such Person or to theownership of its properties that do not in the aggregate materially adversely affect the valueof said properties or materially impair their use in the operation of the business of suchPerson;

(7) Liens securing Hedging Obligations that are Incurred in the ordinary course of business(and not for speculative purposes);

(8) leases, licenses, subleases and sublicenses of assets (including, without limitation, realproperty and intellectual property rights) that do not materially interfere with the ordinaryconduct of the business of Parent or any Restricted Subsidiary;

(9) judgment Liens not giving rise to an Event of Default so long as such Lien is adequatelybonded and any appropriate legal proceedings which may have been duly initiated for thereview of such judgment have not been finally terminated or the period within which suchproceedings may be initiated has not expired;

(10) Liens for the purpose of securing the payment of all or a part of the purchase price of, orCapitalized Lease Obligations, mortgage financings, purchase money obligations or otherpayments Incurred to finance assets or property (other than Capital Stock or otherInvestments) acquired, constructed, improved or leased in the ordinary course of business;provided that:

(a) the aggregate principal amount of Indebtedness secured by such Liens is otherwisepermitted to be Incurred under the Indenture and does not exceed the cost of theassets or property so acquired, constructed or improved; and

(b) such Liens are created within 180 days of construction, acquisition or improvement ofsuch assets or property and do not encumber any other assets or property of Parent orany Restricted Subsidiary other than such assets or property and assets affixed orappurtenant thereto;

(11) Liens arising solely by virtue of any statutory or common law provisions relating to banker’sLiens, rights of set-off or similar rights and remedies as to deposit accounts or other fundsmaintained with a depositary institution; provided that:

(a) such deposit account is not a dedicated cash collateral account and is not subject torestrictions against access by the Issuer in excess of applicable regulations; and

186

89510

(b) such deposit account is not intended by Parent or any Restricted Subsidiary to providecollateral to the depository institution;

(12) Liens arising from Uniform Commercial Code financing statement filings (or equivalent filingsin Australia or other relevant country) regarding operating leases entered into by Parent andthe Restricted Subsidiaries in the ordinary course of business;

(13) Liens existing on the Issue Date (other than Liens securing Indebtedness Incurred underclause (1) of the second paragraph under “—Certain covenants—Limitation onindebtedness”);

(14) Liens on property or shares of stock of a Person at the time such Person becomes aRestricted Subsidiary; provided, however, that such Liens are not created, Incurred orassumed in connection with, or in contemplation of, such other Person becoming aRestricted Subsidiary; provided, further, however, that any such Lien may not extend to anyother property owned by Parent or any Restricted Subsidiary;

(15) Liens on property at the time Parent or a Restricted Subsidiary acquired the property,including any acquisition by means of a merger or consolidation with or into Parent or anyRestricted Subsidiary; provided, however, that such Liens are not created, Incurred orassumed in connection with, or in contemplation of, such acquisition; provided, further,however, that such Liens may not extend to any other property owned by Parent or anyRestricted Subsidiary;

(16) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to Parentor another Restricted Subsidiary;

(17) Liens securing the Notes and the Note Guarantees;

(18) Liens securing Refinancing Indebtedness Incurred to refinance, refund, replace, amend,extend or modify, as a whole or in part, Indebtedness that was previously so securedpursuant to clauses (10), (13), (14), (15), (17) and (18) of this definition; provided that anysuch Lien is limited to all or part of the same property or assets (plus improvements,accessions, proceeds or dividends or distributions in respect thereof) that secured (or, underthe written arrangements under which the original Lien arose, could secure) theIndebtedness being refinanced or is in respect of property that is the security for aPermitted Lien hereunder;

(19) any interest or title of a lessor under any Capitalized Lease Obligation or operating lease;and

(20) Liens securing Indebtedness (other than Subordinated Obligations and GuarantorSubordinated Obligations) in an aggregate principal amount outstanding at any one time notto exceed the greater of (i) A$15.0 million and (ii) 4.0% of Total Tangible Assets, and

(B) with respect to Liens on the Collateral:

(1) Liens securing Indebtedness and other obligations permitted to be Incurred under theprovisions described in clause (1) of the second paragraph under “—Certain covenants—Limitation on indebtedness,” including interest, fees and other obligations relating thereto orfor related banking services and Liens on assets of the Guarantors securing Guarantees ofsuch Indebtedness; provided, however, that the holders of or an authorized representativeof the holders of such Indebtedness becomes a party to the Security Trust Deed as aholder of Payment Priority Obligations or Pari Passu Secured Obligations

(2) Liens securing Hedging Obligations that are Incurred in the ordinary course of business(and not for speculative purposes) and are permitted under clause (8) of the secondparagraph under “—Certain covenants—Limitation on indebtedness,” but only to the extentsuch Hedging Obligations relate to Payment Priority Obligations or Pari Passu SecuredObligations provided, however, that the holders of or an authorized representative of theholders of such Indebtedness becomes a party to the Security Trust Deed as a holder ofPayment Priority Obligations or Pari Passu Secured Obligations;

(3) Liens securing Permitted Pari Passu Secured Obligations; and

187

28413

(4) Liens under the following clauses of (A) of this definition: (2), (3), (4), (5), (6). (8), (9), (11),(12), (14) or (15) (to the extent in relation to each of clauses (14) and (15) that theacquired assets become Collateral and any Liens on such assets at the time they areacquired are not released); (17) (with respect to Liens securing Notes outstanding on theIssue Date but excluding Liens securing Additional Notes), (18) (to the extent such Lienssecure a Refinancing or (successive Refinancing) as a whole or in part of Indebtednesssecured by a Lien referred to in clauses (14) or (15));

“Permitted Parent” means (i) Parent and (ii) any Person (other than a Person formed in connectionwith, or in contemplation of, a Change of Control transaction, merger, sale or other transfer of EquityInterests or assets of Parent that results in a modification of the beneficial ownership of Parent) thatbeneficially owns 100% of the Capital Stock of Parent and becomes a Guarantor, provided that theultimate beneficial ownership of Parent has not been modified by the transaction by which such Personbecame the beneficial owner of 100% of the Capital Stock of Parent and such Parent owns no assetsother than Cash Equivalents and the Capital Stock of Parent or any other Permitted Parent.

“Permitted Pari Passu Secured Obligations” means obligations under Additional Notes and PariPassu Secured Obligations; provided, however, that (i) immediately after giving effect to the Incurrence ofIndebtedness represented by such obligations on a pro forma basis, the Secured Leverage Ratio ofParent and its Restricted Subsidiaries does not exceed to 3.5 to 1.0 and (ii) an authorized representativeof the holders of such Indebtedness becomes a party to the Security Trust Deed as a holder of PariPassu Secured Obligations.

“Person” means any individual, corporation, limited liability company, partnership, joint venture,association, joint stock company, trust, unincorporated organization, government or any agency orpolitical subdivision thereof or any other entity.

“Preferred Stock,” as applied to the Capital Stock of any corporation, means Capital Stock of anyclass or classes (however designated) which is preferred as to the payment of dividends, or as to thedistributions of assets upon any voluntary or involuntary liquidation or dissolution of such corporation.

“Rating Agency” means each of Standard & Poor’s Ratings Group, Inc. and Moody’s InvestorsService, Inc. or, if Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc. or both shallnot make a rating on the Notes publicly available, a nationally recognized statistical rating agency oragencies, as the case may be, selected by the Issuer (as certified by a resolution of the Board ofDirectors) which shall be substituted for Standard & Poor’s Ratings Group, Inc. or Moody’s InvestorsService, Inc. or both, as the case may be.

“Rating Category” means:

(1) with respect to S&P, any of the following categories: “BB,” “B,” “CCC,” “CC,” “C” and “D” (orequivalent successor categories);

(2) with respect to Moody’s, any of the following categories: “Ba,” “B,” “Caa,” “Ca,” “C” and “D” (orequivalent successor categories); and

(3) the equivalent of any such category of S&P or Moody’s used by another Rating Agency.

In determining whether the rating of the Notes has decreased by one or more gradations, gradationswithin Rating Categories (“+” and”-” for S&P; “1,”, “2” and “3” for Moody’s; or the equivalent gradationsfor another Rating Agency) or between Rating Categories shall be taken into account (e.g., with respectto S&P, a decline in a rating from “BB+” to “BB,” as well as from “BB-” to “B+,” will constitute a decreaseof one gradation).

“Rating Date” means, in connection with a Change of Control Triggering Event, that date which is 90days prior to the earlier of (x) a Change of Control and (y) a public notice of the occurrence of a Changeof Control or of the intention by the Issuer or any other Person or Persons to effect a Change of Control.

“Rating Decline” means, in connection with a Change of Control Triggering Event, the occurrenceon, or within 90 days after, the date, or public notice of the occurrence of, a Change of Control or theintention by the Issuer or any other Person or Persons to effect a Change of Control (which period shallbe extended so long as the rating of the Notes is under publicly announced consideration for possibledowngrade by any of the Rating Agencies) of any of the events listed below:

188

17622

(a) in the event the Notes are rated by both Moody’s and S&P on the Rating Date as InvestmentGrade, the rating of the Notes by either Rating Agency shall be below Investment Grade; or

(b) in the event the Notes are rated by either or both of the Rating Agencies on the Rating Date asbelow Investment Grade, the rating of the Notes by either Rating Agency shall be decreased byone or more gradations (including gradations within Rating Categories as well as between RatingCategories).

“Receivable” means a right to receive payment arising from a sale or lease of goods or theperformance of services by a Person pursuant to an arrangement with another Person pursuant to whichsuch other Person is obligated to pay for goods or services under terms that permit the purchase ofsuch goods and services on credit and shall include, in any event, any items of property that would beclassified as an “account,” “chattel paper,” “payment intangible” or “instrument” under the UniformCommercial Code as in effect in the State of New York and any “supporting obligations” as so defined.

“Receivables Fees” means any fees or interest paid to purchasers or lenders providing the financingin connection with a securitization transaction, factoring agreement or other similar agreement, includingany such amounts paid by discounting the face amount of Receivables or participations thereintransferred in connection with a securitization transaction, factoring agreement or other similararrangement, regardless of whether any such transaction is structured as on-balance sheet or off-balancesheet or through a Restricted Subsidiary or an Unrestricted Subsidiary.

“Redeemable Preference Shares” means all redeemable preference shares issued prior to the IssueDate pursuant to the terms of Parent’s Constitution, as amended on April 18, 2013 and June 28, 2016,and all dividends issued in the form of redeemable preference shares as provided for in Parent’sConstitution.

“Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace,exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism)(collectively, “refinance,” “refinances,” “refinanced” and “refinancing” shall each have a correlativemeaning) any Indebtedness existing on the Issue Date or Incurred in compliance with the Indenture(including additional Indebtedness Incurred to pay premiums (including reasonable tender premiums, asdetermined in good faith by the Senior Management of Parent), defeasance costs, accrued interest andfees and expenses (including fees and expenses relating to the Incurrence of such RefinancingIndebtedness) in connection with any such refinancing) including Indebtedness that refinancesRefinancing Indebtedness; provided, however, that:

(1) (a) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturityof the Notes, the Refinancing Indebtedness has a Stated Maturity no earlier than the StatedMaturity of the Indebtedness being refinanced or (b) if the Stated Maturity of the Indebtednessbeing refinanced is later than the Stated Maturity of the Notes, the Refinancing Indebtedness hasa Stated Maturity at least 91 days later than the Stated Maturity of the Notes;

(2) the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness isIncurred that is equal to or greater than the Average Life of the Indebtedness being refinanced;

(3) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued withoriginal issue discount, an aggregate issue price) that is equal to or less than the sum of theaggregate principal amount (or if issued with original issue discount, the aggregate accretedvalue) then outstanding of the Indebtedness being refinanced (plus, without duplication, anyadditional Indebtedness Incurred to pay premiums required by the instruments governing suchexisting Indebtedness or reasonable tender premiums, as determined in good faith by the Issuer,defeasance costs, accrued interest and fees and expenses in connection with any suchrefinancing);

(4) if the Indebtedness being refinanced is subordinated in right of payment to the Notes or the NoteGuarantees, such Refinancing Indebtedness is subordinated in right of payment to the Notes orthe Note Guarantees on terms at least as favorable to the Holders as those contained in thedocumentation governing the Indebtedness being refinanced; and

(5) Refinancing Indebtedness shall not include Indebtedness of a Non-Guarantor Subsidiary thatrefinances Indebtedness of the Issuer or a Guarantor.

189

79550

“Responsible Officer” means any managing director, director, associate, principal, vice president,assistant vice president, assistant secretary, assistant treasurer, trust officer, authorized signer or anyother officer of the Trustee customarily performing functions similar to those performed by any of theabove-designated officers and also means, with respect to a particular corporate trust matter, any otherofficer to whom such matter is referred because of his knowledge of and familiarity with the particularsubject and, in each case, having direct responsibility for the administration of the indenture.

“Related Business” means any business in which the Issuer or any of its Restricted Subsidiaries wasengaged on the Issue Date and any business or activity related, ancillary or complementary to suchbusiness.

“Restricted Investment” means any Investment other than a Permitted Investment.

“Restricted Subsidiary” means any Subsidiary of Parent other than an Unrestricted Subsidiary.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafteracquired whereby Parent or a Restricted Subsidiary transfers such property to a Person (other thanParent or any Restricted Subsidiary) and Parent or a Restricted Subsidiary leases it from such Person.

“SEC” means the U.S. Securities and Exchange Commission.

“Security Documents” means the mortgages, deeds of trust, deeds to secure debt, securityagreements, pledge agreements, hypothecs, collateral agency agreements, collateral assignments,debentures, control agreements and other instruments and documents executed and delivered pursuantto the Indenture or any of the foregoing, as the same may be amended, supplemented or otherwisemodified from time to time and pursuant to which Collateral is pledged, assigned or granted to or onbehalf of the Security Trustee for the ratable benefit of the Holders of the Notes and the Trustee ornotice of such pledge, assignment or grant is given, and shall include the Security Trust Deed.

“Secured Indebtedness” means any Indebtedness of Parent or any Restricted Subsidiary secured bya Lien.

“Secured Leverage Ratio” means, on any date of determination, the ratio of (x) the aggregateamount of Secured Indebtedness of Parent and its Restricted Subsidiaries on such date (determined ona consolidated basis in accordance with Australian Accounting Standards) (net of unrestricted andunencumbered cash and Cash Equivalents of the Parent and its Restricted Subsidiaries as of such dateand calculated on a pro forma basis following application thereof) to (y) the aggregate amount ofConsolidated EBITDA for the most recently ended four consecutive fiscal quarters for which financialstatements are available and have been provided to the Trustee; provided, however, that in the eventthat Parent or any of its Restricted Subsidiaries Incurs or redeems any Secured Indebtednesssubsequent to the commencement of the period for which the Secured Leverage Ratio is beingcalculated but prior to or concurrently with the event for which the calculation of the Secured LeverageRatio is made, then the Secured Leverage Ratio shall be calculated giving pro forma effect to suchIncurrence or redemption of Indebtedness as if the same had occurred at the beginning of the applicablefour quarter period. The Secured Leverage Ratio shall be calculated in a manner consistent with thedefinition of “Consolidated Coverage Ratio,” including any pro forma adjustments to Consolidated EBITDAas set forth therein.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulationsof the SEC promulgated thereunder.

“Senior Management” means the chief executive officer and the chief financial officer.

“Shareholder Loan Notes” means all loan notes outstanding on the Issue Date and issued pursuantto the Shareholders Loan Note Deed Poll, as amended and restated pursuant to the Amendment andRestatement Deed dated February 24, 2011, the Amendment and Restatement Deed, dated April 18,2013 and the Amendment and Restatement Deed, dated June 28, 2016, between Parent and thenoteholders named therein.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” ofParent within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

190

02554

“Similar Business” means any business conducted or proposed to be conducted by Parent and theRestricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental orancillary thereto.

“Sponsor Management Agreement” means the management agreement between certain of themanagement companies associated with an Investor and Parent.

“Stated Maturity” means, with respect to any security, the date specified in the agreement governingor certificate relating to such Indebtedness as the fixed date on which the final payment of principal ofsuch security is due and payable, including pursuant to any mandatory redemption provision, but notincluding any contingent obligations to repay, redeem or repurchase any such principal prior to the dateoriginally scheduled for the payment thereof.

“Subordinated Obligation” means any Indebtedness of the Issuer (whether outstanding on the IssueDate or thereafter Incurred) that is subordinated or junior in right of payment to the Notes pursuant to itsterms.

“Subsidiary” of any Person means (1) any corporation, association or other business entity (otherthan a partnership, joint venture, limited liability company or similar entity) of which more than 50% of thetotal ordinary voting power of shares of Capital Stock entitled (without regard to the occurrence of anycontingency) to vote in the election of directors, managers or trustees thereof (or Persons performingsimilar functions) or (2) any partnership, joint venture limited liability company or similar entity of whichmore than 50% of the capital accounts, distribution rights, total equity and voting interests or general orlimited partnership interests, as applicable, is, in the case of clauses (1) and (2), at the time owned orcontrolled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries ofsuch Person or (c) one or more Subsidiaries of such Person. Unless otherwise specified herein, eachreference to a Subsidiary will refer to a Subsidiary of Parent.

“Subsidiary Guarantor” means any Guarantor that is a Restricted Subsidiary.

“Total Assets” means the total assets of Parent and the Restricted Subsidiaries on a consolidatedbasis determined in accordance with IFRS, as shown on the most recent consolidated balance sheet ofParent or such other Person as may be expressly stated, determined on a pro forma basis in a mannerconsistent with the pro forma adjustments contained in the definition of Consolidated Coverage Ratio;provided that Total Assets shall not include the assets of any joint venture, partnership or other Personin which Parent or any of its Subsidiaries has an interest that is accounted for using the proportionalconsolidation method under IFRS.

“Total Tangible Assets” means Total Assets after deducting, to the extent otherwise included therein,the amounts of (without duplication and determined on a pro forma basis in a manner consistent with thepro forma adjustments contained in the definition of Consolidated Coverage Ratio):

(1) any revaluation or other write-up in book value of assets subsequent to the last day of the fiscalquarter of Parent immediately preceding the Issue Date as a result of a change in the method ofvaluation in accordance with IFRS;

(2) unamortized debt discount and expenses and other unamortized deferred charges, goodwill,patents, trademarks, service marks, trade names, copyrights, licenses, organization ordevelopmental expenses and other intangible items;

(3) non-controlling interests in consolidated Subsidiaries held by Persons other than Parent or anyRestricted Subsidiary;

(4) treasury stock;

(5) cash or securities set aside and held in a sinking or other analogous fund established for thepurpose of redemption or other retirement of Capital Stock; and

(6) Investments in and assets of Unrestricted Subsidiaries or Indebtedness thereof.

“Treasury Rate” means as of any date of redemption of Notes the yield to maturity at the time ofcomputation of U.S. Treasury securities with a constant maturity (as compiled and published in the mostrecent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least twoBusiness Days prior to the redemption date (or, if such Statistical Release is no longer published, any

191

43623

publicly available source or similar market data)) most nearly equal to the period from the redemptiondate to May 15, 2019; provided, however, that if the period from the redemption date to May 15, 2019 isnot equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given,the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of ayear) from the weekly average yields of U.S. Treasury securities for which such yields are given, exceptthat if the period from the redemption date to May 15, 2019 is less than one year, the weekly averageyield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year will be used.

“Unrestricted Subsidiary” means:

(1) each of SLR Australia Pty Limited and Barholdco (EIS) Pty Limited;

(2) any Subsidiary of Parent which at the time of determination shall be designated an UnrestrictedSubsidiary by the Board of Directors of Parent in the manner provided under “Certaincovenants—Designation of restricted and unrestricted subsidiaries;” and

(3) any Subsidiary of an Unrestricted Subsidiary.

“Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding andnormally entitled to vote in the election of directors, managers or trustees, as applicable, of such Person.

“Wholly Owned Subsidiary” means a Restricted Subsidiary, all of the Capital Stock of which (otherthan directors’ qualifying shares) is owned by Parent or another Wholly Owned Subsidiary.

192

47759

BOOK-ENTRY SETTLEMENT AND CLEARANCE

The Global Notes

The Notes will be issued in the form of one or more registered notes in global form, without interestcoupons (the “Global Notes”), as follows:

• Notes sold to qualified institutional buyers (each a “QIB”) under Rule 144A will be represented bythe Rule 144A Global Note; and

• Notes sold in offshore transactions in reliance on Regulation S will initially be represented by theRegulation S Global Note.

Upon issuance, each of the Global Notes will be deposited with the trustee as custodian for TheDepository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in each Global Note will be limited to persons who have accountswith DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect thatunder procedures established by DTC:

• upon deposit of each Global Note with DTC’s custodian, DTC will credit portions of the principalamount of the Global Note to the accounts of the DTC participants designated by the initialpurchasers; and

• ownership of beneficial interests in each Global Note will be shown on, and transfer of ownershipof those interests will be effected only through, records maintained by DTC (with respect tointerests of DTC participants) and the records of DTC participants (with respect to other owners ofbeneficial interests in the Global Note).

Beneficial interests in the Regulation S Global Note will initially be credited within DTC to EuroclearBank S.A./N.V. (“Euroclear”) and Clearstream Banking, societe anonyme (“Clearstream”), on behalf of theowners of such interests.

Investors may hold their interests in the Regulation S Global Note directly through Euroclear orClearstream, if they are participants in those systems, or indirectly through organizations that areparticipants in those systems. Investors may also hold their interests in the Regulation S Global Notethrough organizations other than Euroclear or Clearstream that are DTC participants. Each of Euroclearand Clearstream will appoint a DTC participant to act as its depositary for the interests in the RegulationS Global Note that are held within DTC for the account of each settlement system on behalf of itsparticipants.

Beneficial interests in the Global Notes may not be exchanged for Notes in physical, certificatedform except in the limited circumstances described below.

Each Global Note and beneficial interests in each Global Note will be subject to restrictions ontransfer as described under “Transfer restrictions.”

Exchanges among the Global Notes

Beneficial interests in one Global Note may generally be exchanged for interests in another GlobalNote. Depending on which Global Note the transfer is being made, the trustee shall require the seller toprovide certain written certifications in the form provided in the Indenture.

A beneficial interest in a Global Note that is transferred to a person who takes delivery throughanother Global Note will, upon transfer, become subject to any transfer restrictions and other proceduresapplicable to beneficial interests in the other Global Note.

Pursuant to the terms of the Indenture, upon our satisfaction that the Notes are no longer requiredto bear a restricted Securities Act legend in order to maintain compliance with the Securities Act, we willtake the necessary action such that holders of Notes bearing a restricted Securities Act legend mayautomatically exchange such Notes for Notes that do not bear a restricted Securities Act legend at anytime on or after the 366th calendar day after the issue date of the Notes.

193

25964

Book-entry procedures for the Global Notes

All interests in the Global Notes will be subject to the operations and procedures of DTC, Euroclearand Clearstream. We provide the following summaries of those operations and procedures solely for theconvenience of investors. The operations and procedures of each settlement system are controlled bythat settlement system and may be changed at any time. None of the Issuer, the initial purchasers or theTrustee are responsible for those operations or procedures.

DTC has advised us that it is:

• a limited purpose trust company organized under the laws of the State of New York;

• a “banking organization” within the meaning of the New York State Banking Law;

• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

• a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, asamended (the “Exchange Act”).

DTC was created to hold securities for its participants and to facilitate the clearance and settlementof securities transactions between its participants through electronic book-entry changes to the accountsof its participants. DTC’s participants include securities brokers and dealers, including the initialpurchasers; banks and trust companies; clearing corporations and other organizations. Indirect access toDTC’s system is also available to others such as banks, brokers, dealers and trust companies; theseindirect participants clear through or maintain a custodial relationship with a DTC participant, eitherdirectly or indirectly. Investors who are not DTC participants may beneficially own securities held by oron behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC’s nominee is the registered owner of a Global Note, that nominee will beconsidered the sole owner or holder of the Notes represented by that Global Note for all purposes underthe Indenture. Except as provided below, owners of beneficial interests in a Global Note:

• will not be entitled to have Notes represented by the Global Note registered in their names;

• will not receive or be entitled to receive physical, certificated Notes; and

• will not be considered the owners or holders of the Notes under the Indenture for any purpose,including with respect to the giving of any direction, instruction or approval to the trustee under theIndenture.

As a result, each investor who owns a beneficial interest in a Global Note must rely on theprocedures of DTC to exercise any rights of a holder of Notes under the Indenture (and, if the investor isnot a participant or an indirect participant in DTC, on the procedures of the DTC participant throughwhich the investor owns its interest).

Payments of principal, premium (if any) and interest with respect to the Notes represented by aGlobal Note will be made by the trustee to DTC’s nominee as the registered holder of the Global Note.Neither we nor the trustee will have any responsibility or liability for the payment of amounts to ownersof beneficial interests in a Global Note, for any aspect of the records relating to or payments made onaccount of those interests by DTC, or for maintaining, supervising or reviewing any records of DTCrelating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in aGlobal Note will be governed by standing instructions and customary industry practice and will be theresponsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled insame-day funds. Transfers between participants in Euroclear or Clearstream will be effected in theordinary way under the rules and operating procedures of those systems.

Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstreamparticipants, on the other hand, will be effected within DTC through the DTC participants that are actingas depositaries for Euroclear and Clearstream. To deliver or receive an interest in a Global Note held ina Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or

194

44869

Clearstream, as the case may be, under the rules and procedures of that system and within theestablished deadlines of that system. If the transaction meets its settlement requirements, Euroclear orClearstream, as the case may be, will send instructions to its DTC depositary to take action to effectfinal settlement by delivering or receiving interests in the relevant Global Notes in DTC, and making orreceiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclearand Clearstream participants may not deliver instructions directly to the DTC depositaries that are actingfor Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participantthat purchases an interest in a Global Note from a DTC participant will be credited on the business dayfor Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclearor Clearstream from the sale of an interest in a Global Note to a DTC participant will be received withvalue on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cashaccount as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers ofinterests in the Global Notes among participants in those settlement systems. However, the settlementsystems are not obligated to perform these procedures and may discontinue or change these proceduresat any time. Neither we nor the trustee will have any responsibility for the performance by DTC,Euroclear or Clearstream or their participants or indirect participants of their obligations under the rulesand procedures governing their operations.

Certificated Notes

Notes in physical, certificated form will be issued and delivered to each person that DTC identifiesas a beneficial owner of the related Notes only if:

• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the GlobalNotes and a successor depositary is not appointed within 90 days;

• DTC ceases to be registered as a clearing agency under the Exchange Act and a successordepositary is not appointed within 90 days;

• we, at our option, notify the trustee that we elect to cause the issuance of certificated Notes andany participant requests a certificated Note in accordance with DTC procedures; or

• certain other events provided in the Indenture should occur.

195

21060

DESCRIPTION OF THE COLLATERAL

Security interests under Australian law

PPSA security

The Australian Personal Property Securities Act 2009 (“PPSA”) is an Australian statue concerningthe creation, priority and enforcement of security interests in personal property. The PPSA will apply tosecurity interests in the majority of our assets and the assets of the Guarantors other than our and theirland.

Under the PPSA, the general definition of a security interest is widely drawn so that it does notdepend on the form of the transaction by which the interest is granted. Rather, a security interest willarise if there is a transaction that provides for an interest in personal property that in substance securespayment or performance of an obligation. This means that some arrangements will be characterized assecurity interests when this was not previously the case. For example, a retention of title clause in acontract for supply of goods may be a security interest. There are also some transactions that are takento be security interests even if they do not fit the general definition. These include, for example, certaintypes of lease or bailment, and commercial consignments.

The PPSA establishes a national system for the registration of security interests in personal propertyto which it applies, whether given by a company or a natural person.

Under the PPSA, if a security interest is not perfected, the secured party will be exposed to the riskthat its security interest could rank behind other security interests in a priority dispute, or could even beextinguished entirely (for example, if the grantor transfers the collateral to another person and thatperson is able to “take free” of the security interest under the rules regarding dealings with collateral bythe grantor which are discussed below). In addition, most unperfected security interests are lost by thesecured party immediately upon the grantor entering voluntary administration, bankruptcy or liquidation(because the unperfected security interest “vests” in the grantor).

The most common method of perfecting a security interest is by registering a financing statement onthe Personal Property Securities Register (“PPSR”). A security interest may also be perfected under thePPSA by the secured party taking possession of the collateral or, for certain types of collateral, such asbank accounts and shares, taking control of the collateral. If a security interest is to be perfected byregistration (and not by other means), and if the grantor is a company, the secured party will need toregister the financing statement on the PPSR within 20 business days of the security agreement cominginto force, otherwise the security interest will (subject to limited exceptions) be void if the grantorbecomes subject to an insolvency proceeding within six months of the date on which the security interestis granted.

The PPSA contains certain detailed provisions that deal with the way in which a secured party canenforce a security interest in personal property, but there are various exceptions to the application ofthose provisions. For example, those provisions do not apply in relation to property in the possession ofa receiver where the grantor of the security interest is a company or, subject to limited exceptions, inrelation to a person that has perfected a security interest in shares by taking possession or control of thecollateral, or to security interests that are taken to be security interests under the PPSA but do notsecure payment or performance of an obligation or to security interests in goods that are located outsideAustralia. In addition, it is possible for the parties to contract out of a number of the rules (to the extentpermitted under the PPSA) and provide for enforcement rights in addition to those set out in the PPSA.

In deciding whether the holder of a security interest has security over “the whole or substantially thewhole” of the assets of a grantor in voluntary administration, which is relevant for the purposes set outunder “Enforcement of Liens in Australia,” it is necessary to consider whether the holder of the securityinterest also has a security interest over certain assets which are not owned by the grantor, but are heldby the grantor under arrangements which, under the PPSA, are security interests, like its interest aslessee or purchaser under certain leases and retention of title arrangements.

196

38289

Priorities under the PPSA

The PPSA sets out detailed rules for priority between security interests that it regulates and forcircumstances in which the assets become free of those security interests. These rules will applyregardless of whether the security interests are legal or equitable and regardless of whether the grantorhas title to the collateral.

In relation to priority between security interests governed by the PPSA, the general rule is that aperfected security interest has priority over an unperfected security interest and that, as betweenperfected security interests, they rank in order of the point in time of registration or perfection by othermeans. There are, however, a number of exceptions, including:

(a) Security interests over certain types of collateral can be perfected by control. A security interestperfected by control ranks ahead of security interests in the same collateral that have beenperfected by other means. For example, a security interest held by an Australian authorizeddeposit taking institution over most accounts with it will rank ahead of all other security interestswith respect to those accounts, unless the institution agrees otherwise. Also, a security interestin shares which is perfected by control will rank ahead of all other security interests in thoseshares.

(b) Purchase money security interests can also rank ahead of earlier perfected security interests,provided they are registered as such within a certain prescribed time (this is usually a shorterperiod for registration than the general rule of 20 business days that applies to grantors that arecompanies, as discussed above).

Points (a) and (b) apply whether or not the holder of the security interest had notice of a priorregistered security interest or of any breach of the underlying security agreement.

In addition, there are a number of circumstances in which the purchaser or lessee of collateral cantake such collateral free of a perfected security interest. Such circumstances include (subject to certainexceptions), for example, a sale or lease of collateral in the ordinary course of the grantor’s business ofselling or leasing property of that kind unless the buyer or lessee actually knew that such sale or leasewould breach the underlying security agreement. In some circumstances, buyers and lessees can takefree of security interests even where a sale or lease of collateral is not in the ordinary course of thegrantor’s business and even where the buyer or lessee had notice of the security interest or a breach.For example, subject to limited exceptions, buyers or lessees of collateral which may or must beregistered by its serial number (motor vehicles, aircraft and aircraft engines and water craft, and certainintellectual property) take it free of perfected security interests that are not registered according to theserial number, even where the buyer knew of the security interest or any breach of the securityagreement.

Under the PPSA perfected security interests can also lose priority to:

(a) certain liens arising by operation of law; and

(b) execution creditors in relation to collateral acquired by the grantor pursuant to an order in favorof the execution creditor (because the security interest is not perfected over the collateral untilacquisition). An execution creditor is a creditor who has recovered judgment and issuedexecution against the grantor, typically in the form of a writ of execution.

Statutory charges may also have priority. A receiver may also be required to discharge any taxliability on any income, profits or gains in respect of the assets sold in priority to the secured creditor.

If a security interest is over a “circulating asset” (as defined in the PPSA) then it may also rankbehind certain statutory priority claims (such as employee entitlements) in an insolvency process. A“circulating asset” includes assets like receivables and inventory, where the secured party does notexercise a specified form of control of those assets, and assets which the grantor is permitted under thesecurity agreement to sell in the ordinary course of the grantor’s business free of the security interest.

Non-PPSA security

As noted above, not all security interests will be subject to the PPSA. In particular, the PPSA willnot affect security interests insofar as they relate to real property.

197

62118

Two of the principal forms of security taken under Australian law in respect of property that is notsubject to the PPSA are the mortgages over real property (which are usually in the form of a mortgagethat is registered over the real property in the register of the relevant Australian state) and charges overother assets. While it is also possible under Australian law to take a pledge or a lien, these are not ascommon in financing transactions.

Under general law, a mortgage takes effect as a transfer by way of security of a legal or equitableinterest in the relevant secured asset to the holder of the security, with the security provider having aright to require that the property interest be transferred back to it when the secured debt is repaid. Forland that is subject to the real property legislation in a state or territory of Australia, a mortgage of landoperates as a statutory encumbrance once it is registered. The priority of the registered mortgage isdetermined by the time of registration.

A charge does not transfer an existing property interest in the secured asset, but creates a securityinterest over the charged property in favor of the security holder which confers a power of sale and otherrights in respect of the charged property to enable the secured party to satisfy the secured debt. Acharge over an asset which is not a “circulating asset” as defined in the PPSA cannot be disposed offree of the security interest held by the secured party without the secured party giving a release of thesecurity interest or consent to the disposal. A charge over an asset which is a “circulating asset”, on theother hand, can be disposed of by the grantor of the security interest in the ordinary course of thegrantor’s business free of the security interest without a release or consent from the secured party beingrequired. An asset which is a “circulating asset” can be converted into an asset which is not a“circulating asset” in accordance with the terms of the security document.

Certain Australian law priority limitations for non-PPSA security

Under Australian law, the priority of a security that is not subject to the PPSA (a “Non-PPSASecurity”) may be affected by, among others: (a) an encumbrance created in favor of a third party beforethe creation of the Non-PPSA Security; (b) the interest of a third party who acquires the legal interest forvalue without notice of the Non-PPSA Security; (c) in the case of any encumbrance created in favor of athird party after the creation of the Non-PPSA Security, a legal mortgage taken by a mortgagee withoutnotice of the prior security, an equitable encumbrance where as a result of fraud, negligence or otherconduct of a party, the equities as between the equitable encumbrancee and a holder of such Non-PPSASecurity are no longer equal, or a fixed charge taken by a chargee over the property of the chargorsubject of a floating charge that had not crystallized at the time of creation of that fixed charge; or (d)claims which may have or obtain priority over the Non-PPSA Security by virtue of an applicable law.

Claims which may have or obtain priority over the Non-PPSA Security by virtue of an applicable lawinclude claims: (a) under an encumbrance of which a holder of Non-PPSA Security had notice at thetime of taking such Non-PPSA Security; (b) for costs of administration and realization of anyencumbrance; (c) mandatorily preferred by law (such as under the Australian Corporations Act orstatutes regulating priorities between competing securities over interests in land or general law principlesgoverning priorities of securities); (d) conferred or charged against the property secured under the Non-PPSA Security by statute (including, without limitation, any local government rates and land taxapplicable to real property which is property secured under the Non-PPSA Security); (e) in connectionwith any floating charge over the Non-PPSA Security, certain statutory priority claims (such as certainauditors fees and expenses, employee entitlements, possibly tax liabilities, and if the receiver is notappointed until after the commencement of the administration, the right of indemnity of any administrator(and any lien)); (f) with respect to reservations, covenants, easements or other affectations recorded onthe relevant certificate of title or other title document in relation to or otherwise affecting related property;and (h) charges, mortgages and other encumbrances existing on an asset at the time of its acquisition.

Secured Moneys, Collateral and security documents

The security granted in favor of the Security Trustee will secure all moneys (“Secured Moneys”)owing by us and each current and future Guarantor (collectively, the “Security Providers”) in respect ofthe Notes, the Note Guarantees and the Indenture governing the Notes, any documents relating to theNew Credit Facility and hedging documents (collectively, the “Finance Documents”) to the Security

198

00168

Trustee or a “Beneficiary” (which includes the Security Trustee in its personal capacity, the Trustee underthe Indenture on its own account and for and on behalf of each holder of Notes, and other holders orlenders of Pari Passu Secured Obligations and Payment Priority Obligations (including any creditfacility)). The security will be granted over the Security Providers’ assets except for the Excluded Assetsdescribed below.

Any security granted to secure the Notes and the Note Guarantees pursuant to the SecurityDocuments will be subject to release pursuant to the applicable provisions of the Indenture, the SecurityTrust Deed (as defined below) and the Security Documents. See “Description of the Notes—Security—Release of Collateral.”

Excluded assets

Certain assets of the Security Providers are excluded from the Collateral (the “Excluded Assets”),including the following:

(1) interests in the AUMS joint ventures and Barminco Indian Underground Mining Services LLPheld by Guarantors; and

(2) without limiting the obligation of the Issuer and each Guarantor to obtain consent from theircontract counterparties to the granting of security over the Issuer’s and each Guarantor’s rights,rights under any contract that contains a provision that would restrict or prevent the SecurityProvider from making such contract subject to the security interest.

199

02864

ENFORCEMENT OF LIENS IN AUSTRALIA

In Australia, liens usually take the form of PPSA security interests, mortgages or charges, dependingon the type of property. For a description of the types of security normally granted in Australia, see“Description of the Collateral—Security interests under Australian law.”

Generally speaking, a creditor whose debt is secured by liens over property of the debtor can, underthe terms of the laws in Australia, upon the occurrence of an event of default, enforce his lien by takingpossession of the property or exercising his power of sale of, or most usually his power to appoint areceiver over, the property which is the subject of the lien (“Collateral Property”).

The powers of a secured creditor are set out in the lien, and then in various legislation relevant tothe type of property the subject of the lien. Broadly speaking, powers of a secured creditor in relation toCollateral Property that is “Personal Property” under the PPSA are set out in the PPSA. Similarly,powers of a secured creditor in relation to Collateral Property that is real estate or land are set out in thereal property and conveyancing legislation of the Australian States and Territories.

The powers of a receiver appointed to Collateral Property by a secured creditor (who is usually anindependent certified practicing accountant or chartered accountant) are contained in the lien and theAustralian Corporations Act and would generally include a power to manage the Collateral Property, tosell such property and to pay the net proceeds of sale to the creditor who appointed him (after satisfyingany prior liens, the payment of expenses, any claims of preferred creditors under the AustralianCorporations Act and his remuneration).

A receiver usually takes possession of all the Collateral Property to the exclusion of all lower rankingsecured creditors and all unsecured and subordinated creditors.

Although a receiver is deemed, for liability purposes, to be the agent of the debtor, his primaryresponsibility is to repay the moneys owed to the creditor who appointed him from the management orsale of the debtor’s property that is subject to the lien, without having regard to the claims of othercreditors (other than the claims of holders of prior ranking liens). It is common practice for the securedcreditor to separately indemnify the receiver at the time of their appointment. A receiver does, however,owe statutory and general law duties to the debtor (and potentially also to junior-ranking securedcreditors) that vary depending on the type of lien and the statute that is applicable to that lien, but whichmay include duties to exercise the receiver’s power in good faith, to act strictly within and in accordancewith the conditions of his or her appointment, and to account to the debtor after discharge of thecreditor’s security not only for the surplus assets but also for the receiver’s conduct of the receivership.During receivership, the debtor’s legal personality remains intact, and the directors retain their positionseven though their powers of management are supplanted by those of the receiver.

Contracts made by the debtor with third parties are not necessarily treated as having beenrepudiated by the fact of appointment of a receiver to the debtor or its property.

Appointment of a receiver to the debtor or any of its property does not establish a moratorium onother enforcement action being taken by the debtor’s other creditors (secured or unsecured) against thedebtor. However, if the unsecured creditors seek to liquidate the debtor while the receiver remains inoffice, the liquidator can only take control of property of the debtor which is not subject to liens and mustwait until the secured debts have been satisfied, the receiver discharged and any remaining CollateralProperty released from the lien before the liquidator can exercise any rights over it.

An exception to the ability of the secured creditor to enforce claims regarding the Collateral Propertyis where the debtor seeks protection from its creditors by appointing an administrator. An administratormay be appointed to a debtor by resolution of its board of directors if, in the opinion of the directorsvoting for the resolution, the debtor is insolvent or is likely to become insolvent and they are of theopinion that an administrator of the company should be appointed. An administrator can also beappointed to the debtor by a secured creditor who is entitled to enforce a lien over the “whole orsubstantially the whole” of the assets of the debtor, or by a liquidator of the debtor (as noted below thesecured creditor cannot act without the administrator’s consent or the leave of the court after 13business days of the administrator’s appointment). If an administrator is appointed to the debtor ameeting of the debtor’s creditors is to be held within eight business days of such appointment to give the

200

58114

creditors (both secured and unsecured) the opportunity to reject the choice of administrator and appointanother administrator.

The function of an administrator is to investigate the affairs of the company and report to all thecreditors, both secured and unsecured, whether the company should be liquidated, enter into a deed ofcompany arrangement or be released from administration altogether (this is a decision which is made bycreditors at a second meeting usually held within 20 business days of the administrator’s appointment,although this period can be extended by the court, and once held the meeting can be adjourned for afurther 45 business days). Extensions and adjournments of this kind are common place. Until thisprocess is complete all actions against the debtor and its directors, and all enforcements of liens overthe debtor’s property, are prevented without the leave of the court.

Contracts made by the debtor with third parties are not necessarily treated as having beenrepudiated by the fact of appointment of an administrator to the debtor. The moratorium on proceedingsand enforcement referred to in the previous paragraph, however, does not generally prevent a third partyotherwise entitled to terminate its contract with the debtor to terminate that contract during theadministration period. There is no bar under Australian law on the effectiveness of clauses that wouldgive a counter party the right to terminate a contract because a receiver, liquidator or administrator hasbeen appointed.

An administrator has to give immediate notice of his appointment to all secured creditors. A creditorwho has a lien over “the whole or substantially the whole” of the company’s assets has a period of 13business days (the “Decision Period”) to decide whether it will appoint its own receiver to the debtor. If itdoes so, the receivership proceeds in the normal way, with the administration running concurrently to thereceivership; the administrator, however, only has control of the assets of the debtor not subject to thelien. Creditors who do not have a lien over “the whole or substantially the whole” of the debtorcompany’s assets who have not commenced enforcement action before the appointment of anadministrator, or creditors who do have a lien over “the whole or substantially the whole” of the debtorcompany’s assets but who do not commence enforcement action before the appointment of theadministrator during the Decision Period, cannot subsequently enforce their liens during the period of theadministration without the leave of the court.

Subject to the preceding discussion, if an event of default under the Notes were to occur then, ifinstructions were given by the required majority of beneficiaries under the Security Trust Deed to theSecurity Trustee in accordance with the Security Trust Deed (See “Description of the Collateral—SecurityTrust Deed”), the Security Trustee would be entitled, acting on such instructions, to appoint a receiver totake possession of the Australian Collateral Property, manage it and exercise the power to sell theproperty. (See “Description of the Collateral—Security Trust Deed” for a further summary of the processof enforcement by the Security Trustee under the Security Trust Deed.)

The receiver will, subject to any statutory requirements as to payment of debts that must takepriority in payment, be required to apply money received in relation to enforcing the Collateral inaccordance with the Security Trust Deed as described in “Description of the Collateral.”

In exercising any power of sale of Collateral Property to foreign persons, the approval of theAustralian Treasurer under the Foreign Acquisitions and Takeovers Act 1975 of Australia may berequired (for example, if such a sale is to a foreign state-controlled entity).

201

92049

AUSTRALIAN INSOLVENCY CONSIDERATIONS

The Issuer and the Guarantors are incorporated under the laws of Australia and operate in Australia.Therefore, insolvency processes with respect to them are likely to be governed by Australian insolvencylaw. The insolvency law and processes which apply in Australia are different from the insolvency laws ofthe United States.

If the Issuer or any Guarantor become insolvent, the treatment and ranking of holders of the Notes,other creditors of our company and our shareholders under Australian law may be different to theresulting treatment and ranking if it was subject to the bankruptcy laws of the United States or otherjurisdictions.

There are four principal corporate insolvency processes in Australia: administration (sometimesreferred to as voluntary administration); deed of company arrangement; liquidation (also referred to aswinding up); and receivership. There is also a fifth less common regime pursuant to a scheme ofarrangement. A brief description of each process is set out below.

Administration

Under section 435A of the Australian Corporations Act, the object of administration is to provide forthe business, property and affairs of an insolvent company to be administered in a way that maximizesthe chances of the company, or as much as possible of its business, continuing in existence.Alternatively, if it is not possible for the company or its business to continue in existence, the object ofthe administration is to achieve a better return for the company’s creditors and members than wouldresult from an immediate winding up of the company.

A company is placed into administration by:

• a resolution of its board of directors if the board resolves that the company is insolvent or is likelyto become insolvent at some future time;

• by a secured creditor who is entitled to enforce its security over the whole or substantially thewhole of the company’s property (although a secured creditor would usually prefer to appoint areceiver who, unlike an administrator, will, subject to some duties being owed to the company,primarily act in the interests of the secured creditor); or

• by a liquidator already appointed to the company.

Within eight business days of that administrator being appointed, a meeting of the debtor’s creditors(termed “the first meeting of creditors”) is to be held to give the creditors the opportunity to reject theoriginal choice of administrator and appoint another administrator, and to decide whether to appoint acommittee of creditors.

During the administration, an administrator controls the company and acts as its agent. The powersof the directors and officers are suspended, though they remain in office and have a duty to assist theadministrator. Transfers of shares in the company are void unless the administrator gives his writtenconsent or a court authorizes the transfer.

The administrator’s role is to assess the company’s situation and its options and report to creditorsas to which option should be followed. That report is to be issued within 20 business days (or aroundChristmas and Easter holiday periods, 25 business days) of the administrator being appointed, with ameeting of creditors (the “second meeting of creditors”) then convened 5 business days later. Thecreditors in the second meeting of creditors vote on which option is to be adopted and a resolution iscarried on the voices by a simple majority (in number), unless a poll is conducted in which case aresolution is carried by number and value.

To permit the administrator the opportunity to make an assessment, for the duration of theadministration there is a stay on the enforcement of creditors’ claims, actions against the company andits property (subject to certain exceptions) and legal proceedings unless the administrator consents or thecourt grants leave.

An administrator is required to give immediate notice of his appointment to any secured creditor whohas a security over “the whole or substantially the whole” of the company’s assets. Such a secured

202

53435

creditor may then - within 13 business days of the notice of appointment - appoint its own receiver to thecompany (or otherwise take steps to enforce its security, e.g. by taking possession of company propertyas mortgagee).

A Court, on the application of the administrator, may limit a secured creditor’s or receiver’s powersin relation to secured property and these orders may only be made if the Court is satisfied that theadministrator will adequately protect the secured creditor’s interests. If a receiver is not appointed beforethe administration or during the decision period, an administrator may dispose of secured property in theordinary course of business, with the secured creditor’s consent or with the leave of the court.

Finally, an administration is intended to be for a short period (approximately 25 business days), butthis time period is often extended, either by an adjournment of the second meeting of creditors (for up to45 business days) or by court order. It is common for extensions by court order to be 6 months or morein duration.

Deed of company arrangement

A company progresses into a “deed of company arrangement” when a company’s creditors resolve(by a majority of more than 50% by both number and value of claims) at the second meeting of creditorsheld during the administration that the company execute a deed of company arrangement. Theadministrators are appointed the deed administrators unless creditors resolve to appoint other individuals.A deed of company arrangement is a compromise agreement binding on the company, its creditors,officers and shareholders. All unsecured creditors whose debts are provable are bound by the deed ofcompany arrangement even though they did not vote in favor of it.

Once the deed of company arrangement is executed, the administration terminates and themoratorium restrictions come to an end and are replaced by the provisions of the deed. During theperiod of a deed of company arrangement, secured creditors may enforce over the secured propertyprovided they did not vote in favor of the deed (and the deed restricts the secured creditors’ ability toenforce against the security) or they are not prevented from enforcing an order of the court. A court, onthe application of the deed administrator, may limit a secured creditor’s or receiver’s powers in relation tosecured property and these orders may only be made if the court is satisfied that the deed administratorwill adequately protect the secured creditor’s interests.

The deed administrator may be tasked by the deed with realizing assets, closing down the business,restructuring the company or pursuing litigation with a view to the payment of dividends to creditors. Thedeed may provide for the compromise of certain creditors’ claims, payment of creditors by installment orspecify that different creditors are to be treated differently (either by extinguishment of claims orsubordination). The order of distribution of proceeds to creditors will be specified in the deed and can bedifferent to the order which applies in liquidation. Once the tasks specified by the deed are completedand proceeds distributed to creditors, the deed usually specifies that the company is released from thosedebts and the deed terminates.

Liquidation

A company is placed into liquidation by a court order, by the Australian Securities and InvestmentsCommission or voluntarily by a special resolution of the company’s members. Further, a company mayproceed into voluntary liquidation if a prior administration is unsuccessful, with the company thenproceeding by default into voluntary liquidation.

A liquidator controls the company and acts as its agent. The powers of the directors and officers aresuspended. The company ceases to carry on its business except to the extent the liquidator believes thisis necessary for the beneficial disposal of the company. There is stay on court proceedings against thecompany and on enforcement processes except with the leave of the court.

The purpose of a liquidation is to enable the realization of all of a company’s assets, a proof of debtprocess and the distribution of the proceeds among the company’s creditors and a distribution of anysurplus to shareholders. The distribution of proceeds will be subject to statutory priority rules.

203

79015

Generally speaking, to the extent their security is sufficient, secured creditors stand outside theliquidation. Secured creditors do not have to prove for their debts and they have the right to enforce theirsecurity and to receive the proceeds, subject to the rights of any prior security holders and for certainpayments which have priority over circulating security interests (see below under receivership).

Receivership

Receivers are typically appointed under the terms of a security. A receiver’s appointment in respectof secured property can continue during an administration or a liquidation of the company (subject to theexceptions above). A receiver’s powers are usually governed by the terms of the security under whichthey are appointed. The receiver’s principal task is to take possession and control of the securedproperty and realize the property subject to the security and pay the proceeds to the security holder. Areceiver is an agent of the company and owes residual duties to the company, unsecured creditors andshareholders. A receiver has a duty to take all reasonable care to sell secured property for not less thanmarket value or, if there is no market value, the best price reasonably obtainable. During a receivership,there is no stay in place and other creditors may pursue debts and claims against the company.

Where a secured creditor holds a “circulating security interest", there are claims which rank inpriority to the secured creditor and must be paid out of any enforcement proceeds before any proceedsare remitted to the secured creditor. These claims include auditors’ fees, wages and employeeentitlements. A “circulating security interest” is a security interest where the secured party has given thegrantor express or implied authority to transfer the secured asset in the ordinary course of business freeof the security interest or the secured asset is an account, inventory or negotiable instrument which isnot perfected by control or the asset is goods and is perfected by possession.

A receiver may also have an obligation to discharge from enforcement proceeds any tax payable onany income, profits or gains in respect of the assets sold in priority to the secured creditor.

Scheme of arrangement

A scheme of arrangement is an arrangement or compromise which binds the company and itscreditors or members even though a minority of those creditors or members may oppose it.

Limits to enforcement of Note Guarantees security

The Guarantors will guarantee the payment of the Notes on a senior secured basis, which willprovide the holders of the Notes with a direct claim against each Guarantor. However, enforcement ofthe Note Guarantees and the security will be subject to certain generally available defenses. These lawsand defenses include those that relate to corporate benefit, fraudulent conveyance or transfer, voidablepreference or, transaction at undervalue, unlawful assistance, breaches of directors’ duties,unconscionable conduct, economic duress, penalties or other similar laws, regulations or defensesaffecting the rights of creditors generally, which could render the security or the Note Guarantees limited,void, unenforceable or ultra vires. If any of the security is voided, it is possible that you will be left withan unsecured claim against the Issuer or Guarantor or if the Note Guarantees are voided you may beleft with no claim against the Guarantors and a claim solely against the Issuer.

If, on the application of a company’s liquidator, a court is satisfied that a transaction of the companyis a voidable transaction, namely an unfair preference or an uncommercial transaction, which is also aninsolvent transaction, it may make a variety of orders. These orders include an order releasing ordischarging, wholly or partly, a debt incurred, or a security or guarantee given, by the company inconnection with the transaction or an order requiring a party to repay to the company some or all of themoney it received under the transaction. It is not necessary to establish that the directors of thecompany have breached their duties to the company or that the person taking the benefit of theguarantee or security had actual or constructive notice that the transaction was an insolvent transaction.A creditor whose transaction is unwound as a voidable transaction may prove in the liquidation as if thetransaction had not been entered into.

204

68334

Unfair preferences

An unfair preference is a transaction between a company and a creditor which results in the creditorreceiving from the company, in respect of an unsecured debt, more than it would receive if thetransaction were set aside and the creditor were to prove for the debt in a winding up of the company. Asecured debt is taken to be unsecured to the extent it is not reflected in the value of the security.

An unfair preference is an insolvent transaction if the company either: (i) is insolvent when thetransaction is entered into or when an act is done (or an omission is made) for the purpose of givingeffect to the transaction or (ii) becomes insolvent because of, or because of matters including, enteringinto the transaction or because of a person doing an act (or making an omission) for the purpose ofgiving effect to the transaction.

An unfair preference that is an insolvent transaction is voidable if it was entered into: (i) during thesix months ending on the “relation-back day”; (ii) after the relation-back day but on or before the daywhen the winding up began; or (iii) if a related entity of the company was a party to the transaction,during the four years ending on the relation-back day. The “relation-back day” is: in the case of a courtliquidation, the date on which the application for winding-up the company is filed with the court; in thecase of a voluntary liquidation, the date the shareholders resolve to place the company into liquidation;or if the liquidation is preceded by an administration, the day the administration commenced.

Uncommercial transactions

A transaction is an uncommercial transaction under the Australian Corporations Act if it may beexpected that a reasonable person in the company’s circumstances would not have entered into thetransaction, having regard to any benefits to the company of entering into the transaction, the detrimentto the company of entering into the transaction and the respective benefits to other parties to thetransaction of entering into it. The term “transaction” is broadly defined and generally includes theprovision of a guarantee. A guarantee would not constitute an uncommercial transaction if the benefit tothe company providing the guarantee in the context of the transaction outweighs the detriment that couldbe incurred by the company in providing the guarantee.

An uncommercial transaction is an insolvent transaction if the company is insolvent when thetransaction is entered into or the company becomes insolvent because of entering into the transaction ora person doing an act (or making an omission) for the purpose of giving effect to the transaction.

An uncommercial transaction that is an insolvent transaction is voidable if it was entered into: (i) thetwo years ending on the relation-back day or (ii) if a related entity of the company was a party to thetransaction, the four years ending on the relation-back day.

205

22876

TAX CONSIDERATIONS

U.S. Federal income tax considerations

General

The following summary sets forth certain U.S. Federal income tax consequences of the purchase,ownership and disposition of the Notes. This summary is based on the U.S. Internal Revenue Code of1986, as amended (the “Code”), applicable U.S. Treasury regulations issued thereunder, publishedrulings and other administrative pronouncements issued by the U.S. Internal Revenue Service (“IRS”)and U.S. court decisions, all as of the date hereof and all of which are subject to change or differinginterpretations at any time and in some circumstances with retroactive effect. We have not and will notseek a ruling from the IRS regarding the matters discussed below. There can be no assurance that theIRS will not take positions concerning the tax consequences of the purchase, ownership or disposition ofthe Notes that are different from those discussed below or that a court will not agree with any suchpositions. This summary does not discuss all aspects of U.S. Federal income taxation that may berelevant to a particular investor in light of the investor’s particular circumstances, or to certain types ofinvestors subject to special treatment under the U.S. Federal income tax laws (such as financialinstitutions, tax-exempt organizations, insurance companies, regulated investment companies, real estateinvestment trusts, certain U.S. expatriates, controlled foreign corporations, brokers, dealers in securitiesor currencies, traders in securities that elect to apply a mark-to-market method of accounting, personsholding Notes as part of a straddle, hedging, conversion or other integrated transaction, persons liable foralternative minimum tax, or “U.S. Holders” (as defined below) whose functional currency is not the U.S.dollar). In addition, this summary does not consider the effect of any non-U.S., state, local or other taxlaws, or generally any other U.S. tax consequence other than income tax consequences that may beapplicable to investors. In general, this summary discusses the tax considerations applicable only tothose purchasers who purchase the Notes in the initial offering at their “issue price” (i.e., the first price atwhich a substantial amount of the Notes is sold other than to bond houses, brokers or similar persons ororganizations acting in the capacity of underwriters, placement agents or wholesalers) and does notdiscuss the tax considerations applicable to other purchasers of Notes. This summary also assumes thatthe Notes are held as capital assets by investors (generally, property held for investment).

If a partnership (including for this purpose any entity treated as a partnership for U.S. Federalincome tax purposes) is a beneficial owner of the Notes, the U.S. Federal income tax treatment of apartner in the partnership will generally depend on the status of the partner and the activities of thepartnership. A holder of Notes that is a partnership and the partners in such partnership should consulttheir own tax advisors concerning the particular U.S. Federal income tax consequences applicable tothem of acquiring, holding or disposing of the Notes.

Each prospective purchaser of the Notes should consult its own tax advisors concerning theapplication of U.S. Federal tax laws to its particular situation, as well as any consequences of thepurchase, ownership and disposition of the Notes arising under the laws of any other taxingjurisdiction.

Certain additional payments

In certain circumstances (see “Description of the Notes—Optional redemption,” “Description of theNotes—Repurchase at the option of holders—Change of control” and “Description of the Notes—Payment of additional amounts”), we may be obligated to pay amounts on the Notes that are in excessof stated interest or principal on the Notes. We do not intend to treat the possibility of these additionalpayments as causing the Notes to be treated as “contingent payment debt instruments” for U.S. Federalincome tax purposes. However, a holder of the Notes will realize additional income if any such additionalpayment is made. Our determination that the Notes are not contingent payment debt instruments isbinding on holders unless they disclose a contrary position to the IRS in the manner required by U.S.Treasury regulations. It is possible that the IRS may take a different position, in which case a holdermight be required to accrue interest income at a higher rate than the stated interest rate and to treat asordinary interest income any gain realized on the taxable disposition of the Notes. The remainder of thisdiscussion assumes that the Notes will not be treated as contingent payment debt instruments. Investors

206

05717

should consult their own tax advisors regarding the possible application of the contingent payment debtinstrument rules to the Notes.

Tax consequences to U.S. holders

As used herein, the term “U.S. Holder” means a beneficial owner of Notes that is for U.S. Federalincome tax purposes:

• an individual citizen or resident alien of the United States,

• a corporation or other entity treated as a corporation for U.S. Federal income tax purposesorganized under the laws of the United States or of any state of the United States, or the Districtof Columbia,

• an estate the income of which is subject to U.S. Federal income tax without regard to its source,or

• a trust if a court within the United States is able to exercise primary supervision over theadministration of the trust and one or more United States persons (within the meaning of theCode) have the authority to control all substantial decisions of the trust, or that has a valid electionin effect under applicable U.S. Treasury regulations to be treated as a United States person.

Interest on the Notes

Generally, the amount of any interest payments on a Note, including any tax withheld from interestpayments and any Additional Amounts paid in respect thereof, will be taxable to a U.S. Holder asordinary interest income at the time it is received or accrued in accordance with the U.S. Holder’smethod of accounting for U.S. Federal income tax purposes.

Source of interest on the Notes

Interest on the Notes will be considered to be from foreign sources for purposes of the foreign taxcredit rules under the Code. Such interest generally will be “passive category income,” or in certaincases “general category income.” Subject to generally applicable limitations and conditions under U.S. taxlaw, any Australian tax withheld from interest payments on the Notes will be eligible for credit against aU.S. Holder’s U.S. Federal income tax liability or, at the U.S. Holder’s election, for deduction incomputing the U.S. Holder’s taxable income (provided that the U.S. Holder elects to deduct, rather thancredit, all foreign income taxes paid or accrued for the relevant taxable year). The calculation andavailability of foreign tax credits and, in the case of a U.S. Holder that elects to deduct foreign taxes, theavailability of deductions, involves the application of complex rules that depend on the U.S. Holder’sparticular circumstances. U.S. Holders are urged to consult their own tax advisors regarding theavailability of foreign tax credits.

Disposition of the Notes

Upon the sale, exchange or retirement of a Note, a U.S. Holder generally will recognize taxable gainor loss equal to the difference between the amount realized on the sale, exchange or retirement (otherthan amounts representing accrued and unpaid interest, which will be taxable as ordinary interest incometo the extent not previously included in income) and such U.S. Holder’s adjusted tax basis in such Note.A U.S. Holder’s adjusted tax basis in a Note is generally the amount paid for such Note. Such gain orloss generally will be long-term capital gain or loss if the Note was held for more than one year. Long-term capital gains of individuals, estates and trusts currently are subject to a reduced rate of U.S.Federal income tax. The deductibility of capital losses may be subject to limitation. Gain or loss generallywill be income or loss from sources within the United States for foreign tax credit purposes.

Medicare tax and certain reporting obligations

Certain U.S. Holders that are individuals, estates or trusts are subject to an additional 3.8%Medicare tax on, among other things, certain interest income and net gains from the disposition of

207

62345

property, such as the Notes, less certain deductions. U.S. Holders that are individuals, estates or trustsshould consult their tax advisors regarding the effect, if any, of this Medicare tax on their ownership anddisposition of the Notes.

Individuals who are U.S. Holders, and who hold “specified foreign financial assets” (as defined insection 6038D of the Code), including debt of a non-U.S. corporation that is not held in an accountmaintained by a U.S. “financial institution” (as defined in section 1471(d)(5) of the Code), whoseaggregate value exceeds US$50,000 during the tax year, may be required to attach to their tax returnsfor the year certain specified information. An individual who fails to timely furnish the required informationmay be subject to a penalty. Additionally, in the event a U.S. Holder does not file the requiredinformation, the statute of limitations may not close before such information is filed. Under certaincircumstances, an entity may be treated as an individual for purposes of the foregoing rules.

Tax consequences to Non-U.S. holders

The term “non-U.S. Holder” means a beneficial owner of the Notes that is an individual, corporation,estate or trust that is not a U.S. Holder.

We intend to operate such that we will not derive United States source income or income effectivelyconnected with the conduct of a trade or business in the United States for U.S. Federal income taxpurposes. Accordingly, subject to the discussion of backup withholding below, a non-U.S. Holder will notbe subject to U.S. Federal income tax (including withholding tax) on any income in respect of the Notes,or on any gain realized by the non-U.S. Holder on the sale, exchange or redemption of Notes, unless (i)such income or gain is effectively connected with the conduct of a trade or business by the non-U.S.Holder in the United States (and, if an applicable treaty so provides, is attributable to a permanentestablishment that the non-U.S. Holder maintains in the United States), or (ii) in the case of gain realizedby an individual non-U.S. Holder, the non-U.S. Holder is present in the United States for 183 days ormore in the taxable year and certain other conditions are met.

Information reporting and backup withholding

Backup withholding of U.S. Federal income tax may apply to payments made in respect of the Notesto beneficial owners who are not exempt recipients and who fail to provide certain identifying information(such as the beneficial owner’s taxpayer identification number) in the required manner. Generally,corporations, certain other entities and non-U.S. persons are exempt recipients, provided that they areable to certify their exempt status. Payments made in respect of the Notes to a U.S. Holder must bereported to the IRS, unless the U.S. Holder is an exempt recipient.

In addition, upon the sale of a Note to (or through) a broker, the broker may be required to withholdbackup withholding tax from the purchase price, unless either (i) the broker determines that the seller isa corporation or other exempt recipient or (ii) the seller provides, in the required manner, certainidentifying information. Such a sale may also be required to be reported by the broker to the IRS, unlessthe broker determines that the seller is an exempt recipient.

Any amounts withheld under the backup withholding rules from a payment to a beneficial ownerwould be allowed as a refund or a credit against such beneficial owner’s U.S. Federal income tax;provided the required information is furnished by the beneficial owner to the IRS.

The preceding discussion of certain U.S. Federal income tax considerations is for generalinformation only and is not tax advice. Each prospective investor is encouraged to consult itsown tax advisor regarding the particular U.S. federal, state, local and non-U.S. tax consequencesof purchasing, holding and disposing of our Notes, including the consequences of any proposedchange in applicable laws.

Australian tax considerations

The following summary sets out the main Australian tax and stamp duty consequences that arise fora beneficial Note holder who is not a resident of Australia under Australian law. It is based on theAustralian law and the Australian Commissioner of Taxation’s (“Commissioner’s”) and the state and

208

58044

territory revenue authority’s interpretation of the law, as of the date of this offering circular. This summarydoes not take into account or anticipate any changes in the law or practice that may occur.

The summary is general in nature. The consequences of holding and otherwise dealing with theNotes can vary depending upon a holder’s individual circumstances. This summary does not deal with allaspects of Australian law that may be relevant to specific types of investors. As such, prospective Noteholders should obtain independent professional tax and stamp duty advice in relation to their holding ofthe Notes.

Interest withholding tax

Subject to the interest withholding tax (“IWT”) exemption and double tax treaty (“DTA”) exemptiondescribed below, Australian IWT of 10% of the gross interest amount is payable under Division 11A ofPart III of the Income Tax Assessment Act 1936 (“1936 Act”) in respect of interest paid by an Australianresident operating from Australia (such as the Issuer) to either:

(i) a non-resident of Australia (that does not derive the interest in carrying on business at orthrough an Australian permanent establishment); or

(ii) a resident of Australia that derives the interest in carrying on business at or through apermanent establishment outside of Australia;

(referred to collectively in this summary as “Offshore Holders”).

Interest for these purposes includes amounts in the nature of interest, amounts in substitution forinterest and various other amounts which are deemed to be interest under Australian income tax law.

Holders that are not Offshore Holders are not liable to IWT.

IWT exemption

Section 128F of Division 11A provides that IWT is not payable in respect of interest on a Note if:

(i) the Notes are issued as a consequence of a “public offer,” which will be the case if theNotes are offered for issue (either directly or by way of a Global Note issued to a clearinghouse):

(A) to at least 10 persons, each of whom is carrying on a business of providing finance, orinvesting or dealing in securities, in the course of operating in the financial markets, andwho are not known or suspected by the Issuer to be associates of any other offereecovered by this paragraph (A);

(B) to at least 100 persons whom it is reasonable for the Issuer to regard as either:

• having acquired debentures or debt interests in the past; or

• being likely to be interested in acquiring debentures or debt interests;

(C) as a result of being accepted for listing on a stock exchange where the Issuer haspreviously entered an agreement with a dealer, manager or underwriter in relation to theplacement of the Notes, requiring the Issuer to seek the listing of the Notes;

(D) as a result of initiating negotiations publicly in electronic form, or in another form, usedby financial markets for dealing in debentures or debt interests; or

(E) to a dealer, manager or underwriter in relation to the placement of the Notes who,under an agreement with the Issuer, offered the Notes for sale in one of the waysdescribed above in (A) to (D) above within 30 days; and

(ii) at the time of issue of the Notes, the Issuer does not know, or have reasonable grounds tosuspect, that the Notes (or any interest in the Notes) will be acquired, directly or indirectly,by an Offshore Holder (that is not acting in the capacity of a dealer, manager or underwriterin relation to the placement of the Notes, a clearing house, custodian, funds manager orresponsible entity of a registered scheme) that is an associate of the Issuer; and

209

10188

(iii) at the time of the payment of interest, the Issuer does not know, or have reasonablegrounds to suspect that the Note holder is an Offshore Holder (that is not a clearing house,paying agent, custodian, funds manager or responsible entity of a registered scheme) that isan associate of the Issuer.

Therefore, the purchase of a Note by an Offshore Holder that is an associate of the Issuer couldresult in the entire Note issue failing the “public offer” test with the result that IWHT may be imposed onpayments of interest in respect of the Notes.

Associates. The term “associate” for these purposes is very broad. It includes (i) entities that havemajority ownership (50% or more of the voting shares) of or otherwise control the Issuer, (ii) entitieswhich are majority owned or controlled by the Issuer, (iii) a trustee of a trust where the Issuer is capableof benefiting (whether directly or indirectly) under the trust, and (iv) (generally) an associate of anassociate.

Compliance with section 128F. The Issuer intends to issue the Notes in a manner which satisfies therequirements of section 128F. On that basis, no IWT will be required from any payment of principal orinterest in respect of the Notes.

DTA exemptions

A separate exemption from IWT is available under the double tax treaty between Australia andcertain other countries, including the United States and the United Kingdom. Under these treaties, therate of IWT is reduced to nil if the entity beneficially entitled to the interest is (broadly, and subject tovarious tax anti-avoidance rules) a resident of the relevant treaty country and is (i) a government body,authority or agency or (ii) a financial institution unrelated to and dealing wholly independently with theIssuer.

Such exemption from IWT is not available under all treaties and should be confirmed if relevant.

Payments under the guarantee

The Commissioner has expressed a view in Taxation Determination TD1999/26 that payments by aguarantor in respect of a debt instrument may be exempt from IWT under section 128F if the interestpayments would have been exempt had they been made by the issuer of the debt instrument. The basisfor this view is that the amounts paid by the guarantor are said to be “in the nature of interest” andtherefore interest for IWT purposes (making it important that the payment qualifies for the exemptionfrom IWT under section 128F).

The technical basis for the Commissioner’s position is limited. The opposing view is that thepayments made by the Guarantors would not be interest or an amount in the nature of interest andtherefore would not be subject to IWT irrespective of whether or not the Notes qualify undersection 128F.

Payment of additional amounts

If an amount of IWT is required to be withheld by the Issuer or a Guarantor from payments inrelation to the Notes, then the Issuer or a Guarantor (as the case may be) must, subject to certainexceptions, pay an additional amount that would result in the holders of the Notes receiving an amountequal to that which they would have received had no such deduction or withholding been made.

Other withholding regimes and taxes

Interest payments in respect of certain types of registered securities are subject to Australianwithholding tax (currently at a rate of 49%) unless the payee has quoted an Australian tax file number(“TFN”), (in certain circumstances) an Australian Business Number (“ABN”) or proof of a relevantexemption (as appropriate). This withholding should not apply to payments of interest to non-residentholders not holding the Notes in the course of carrying on business through an Australian permanentestablishment. Payments of interest to other classes of holders of Notes may be subject to the abovewithholding if they fail to provide a TFN, ABN or proof of a relevant exemption.

210

57303

Payments under the guarantee by a Guarantor to a non-resident holding the Notes in the course ofcarrying on business through an Australian permanent establishment may be subject to Australianwithholding tax in certain circumstances (currently at a rate of 49%) if the payee fails to quote a TFN,ABN or proof of a relevant exemption (as appropriate).

Pursuant to section 12—315 of Schedule 1 to the Australian Taxation Administration Act 1953 (Cth),regulations may be made that require amounts to be withheld from certain payments to non-residents ofAustralia. No relevant regulations have been made in relation to payments in respect of debentures.

Income tax—gains on sale or redemption of Notes

The payment of principal and interest to a non-resident that does not hold the Notes in the course ofcarrying on business through an Australian permanent establishment will not be subject to Australianincome tax.

A non-resident Note holder that does not hold the Notes in the course of carrying on businessthrough an Australian permanent establishment will be subject to Australian income tax on any gain onsale if, and only if, the gain has an Australian source. A gain arising on the sale of Notes by a non-resident to another non-resident where all negotiations are conducted, and all documentation is executed,outside of Australia would generally not be regarded as having an Australian source.

If the Notes were issued at a material discount, or with a material premium payable on maturity,there are specific rules that may deem a portion of a purchase price payable to an Offshore Holder byan Australian resident operating from Australia (or non-resident operating through an Australianpermanent establishment) to be interest. However, if the Notes qualify for the benefit of the section 128FIWT exemption, this deemed interest amount should also qualify for the IWT exemption.

Non-residents holding their investment through an Australian permanent establishment may besubject to Australian income tax on the interest derived from the Notes and any gain on sale.

In the event that any gain on the sale or redemption of the Notes is subject to tax in Australia underour domestic law, it would be necessary to review any relevant tax treaty between Australia and theNote holder’s country of residence (if any).

Stamp duty

The issue, transfer or redemption of the Notes is not subject to stamp duty in any Australianjurisdiction.

Goods and services tax (“GST”)

The issue, transfer or payment of interest or principal in respect of the Notes will not give rise to anAustralian GST liability.

211

72293

ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase of the Notes byemployee benefit plans that are subject to Title I of the U.S. Employee Retirement Income Security Actof 1974, as amended (“ERISA”), plans, individual retirement accounts and other arrangements that aresubject to Section 4975 of the Code or provisions under any other federal, state, local, non-U.S. or otherlaws or regulations that are similar to such provisions of the Code or ERISA (collectively, “Similar Laws”),and entities whose underlying assets are considered to include “plan assets” of any such plan, accountor arrangement (each, a “Plan”).

General fiduciary matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Part4 of Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactionsinvolving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA andthe Code, any person who exercises any discretionary authority or control over the administration of suchan ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who rendersinvestment advice for a fee or other compensation to such an ERISA Plan, is generally considered to bea fiduciary of the ERISA Plan.

In considering an investment in the Notes of a portion of the assets of any Plan, a fiduciary shoulddetermine whether the investment is in accordance with the documents and instruments governing thePlan and the applicable provisions of ERISA, the Code or any Similar Laws relating to a fiduciary’sduties to the Plan including, without limitation, the prudence, diversification, delegation of control andprohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited transaction issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging inspecified transactions involving plan assets with persons or entities who are “parties in interest,” withinthe meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unlessan exemption is available. A party in interest or disqualified person who engages in a non-exemptprohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA andthe Code. In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibitedtransaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/orholding of the Notes by an ERISA Plan with respect to which the Issuer, any of the Guarantors or anyinitial purchaser is considered a party in interest or a disqualified person may constitute or result in adirect or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code,unless the investment is acquired and is held in accordance with an applicable statutory, class orindividual prohibited transaction exemption.

In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions, or“PTCEs,” that may provide exemptive relief for direct or indirect prohibited transactions resulting from thesale and purchase or holding of the Notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collectiveinvestment funds, PTCE 95-60 respecting life insurance company general accounts, and PTCE 96-23respecting transactions determined by in-house asset managers. In addition, Section 408(b)(17) of ERISAand Section 4975(d)(20) of the Code provide relief from the prohibited transaction provisions of ERISAand Section 4975 of the Code for certain transactions, provided that neither the issuer of the notes norany of its affiliates (directly or indirectly) have or exercise any discretionary authority or control or renderany investment advice with respect to the assets of any ERISA Plan involved in the transaction andprovided further that the ERISA Plan receives no less, and pays no more, than adequate considerationin connection with the transaction. Furthermore, newly issued class exemptions, such as the “BestInterest Contract Exemption,” once they become effective, may also provide relief for certain transactionsinvolving certain investment advisors who are fiduciaries. There can be no assurance that all of theconditions of any such exemptions will be satisfied.

212

61215

Because of the foregoing, the Notes should not be purchased or held by any person investing “planassets” of any Plan, unless such purchase and holding will not constitute a non-exempt prohibitedtransaction under ERISA and the Code or similar violation of any applicable Similar Laws.

Representation

Accordingly, by acceptance of a Note, each purchaser and subsequent transferee will be deemed tohave represented and warranted that either (i) no portion of the assets used by such purchaser ortransferee to acquire or hold the Notes or any interest therein constitutes assets of any Plan or (ii) theacquisition and holding of the Notes or any interest therein by such purchaser or transferee will notconstitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Codeor similar violation under any applicable Similar Laws.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to thecomplexity of these rules and the penalties that may be imposed upon persons involved in non-exemptprohibited transactions, it is particularly important that fiduciaries, or other persons considering acquiringand/or holding the Notes on behalf of, or with the assets of, any Plan, consult with their counselregarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to suchinvestment and whether an exemption would be applicable to the purchase and holding of the Notes.

Purchasers of the Notes have the exclusive responsibility for ensuring that their purchase andholding of the Notes complies with the fiduciary responsibility rules of ERISA and does not violate theprohibited transaction rules of ERISA, the Code or applicable Similar Laws.

213

07779

TRANSFER RESTRICTIONS

The Notes are subject to restrictions on transfer as summarized below. By purchasing Notes, youwill be deemed to have made the following acknowledgements, representations to and agreements withus, the initial purchasers and the Trustee and Registrar:

(1) You acknowledge that:

• the Notes have not been registered under the Securities Act or any other securities laws andare being offered for resale in transactions that do not require registration under theSecurities Act or any other securities laws; and

• unless so registered, the Notes may not be offered, sold or otherwise transferred exceptunder an exemption from, or in a transaction not subject to, the registration requirements ofthe Securities Act or any other applicable securities laws, and in each case in compliancewith the conditions for transfer set forth in paragraph 5 below.

(2) You acknowledge that this offering circular relates to an offering that is exempt from registrationunder the Securities Act and may not comply in important respects with SEC rules that would apply toan offering document relating to a public offering of securities.

(3) You represent that you are not an affiliate (as defined in Rule 144 under the Securities Act) ofours, that you are not acting on our behalf and that either:

• you are a qualified institutional buyer (as defined in Rule 144A under the Securities Act) andare purchasing Notes for your own account or for the account of another qualified institutionalbuyer, and you are aware that the initial purchasers are selling the Notes to you in relianceon Rule 144A; or

• you are purchasing Notes in an offshore transaction in accordance with Regulation S.

(4) You acknowledge that neither we nor the initial purchasers nor any person representing us or theinitial purchasers have made any representation to you with respect to us or the offering of the Notes,other than the information contained in this offering circular. Accordingly, you acknowledge that norepresentation or warranty is made by the initial purchasers as to the accuracy or completeness of suchmaterials. You represent that you are relying only on this offering circular in making your investmentdecision with respect to the Notes. You agree that you have had access to such financial and otherinformation concerning us and the Notes as you have deemed necessary in connection with yourdecision to purchase Notes, including an opportunity to ask questions of and request information from us.

(5) You represent that you are purchasing Notes for your own account, or for one or more investoraccounts for which you are acting as a fiduciary or agent, in each case not with a view to, or for offer orsale in connection with, any distribution of the Notes in violation of the Securities Act, subject to anyrequirement of law that the disposition of your property or the property of that investor account oraccounts be at all times within your or their control and subject to your or their ability to resell the Notespursuant to Rule 144A or any other available exemption from registration under the Securities Act. Youagree on your own behalf and on behalf of any investor account for which you are purchasing Notes,and each subsequent holder of the Notes by its acceptance of the Notes will agree, that until the end ofthe Resale Restriction Period (as defined below), the Notes may be offered, sold or otherwise transferredonly:

(a) to us or any of our subsidiaries;

(b) under a registration statement that has been declared effective under the Securities Act;

(c) for so long as the Notes are eligible for resale under Rule 144A, to a person the sellerreasonably believes is a qualified institutional buyer that is purchasing for its own account or forthe account of another qualified institutional buyer and to whom notice is given that the transferis being made in reliance on Rule 144A;

(d) through offers and sales that occur outside the United States within the meaning of Regulation Sunder the Securities Act; or

(e) under any other available exemption from the registration requirements of the Securities Act,

214

04881

subject in each of the above cases to any requirement of law that the disposition of the seller’sproperty or the property of an investor account or accounts be at all times within the seller or account’scontrol and to compliance with any applicable state securities laws.

You also acknowledge that to the extent that you hold the Notes through an interest in a GlobalNote, the Resale Restriction Period (as defined below) may continue until one year after the Issuer, orany affiliate of the Issuer, was the owner of such Note or an interest in such Global Note, and so maycontinue indefinitely.

(6) You also acknowledge that:

• the above restrictions on resale will apply from the closing date until the date that is one year(in the case of Rule 144A Notes) after the later of the closing date, the closing date of theissuance of any additional Notes and the last date that we or any of our affiliates was theowner of the Notes or any predecessor of the Notes or 40 days (in the case of Regulation SNotes) after the later of the closing date, the closing date of the issuance of any additionalNotes and when the Notes or any predecessor of the Notes are first offered to persons otherthan distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S (the“Resale Restriction Period”), and will not apply after the applicable Resale Restriction Periodends;

• we and the Trustee reserve the right to require in connection with any offer, sale or othertransfer of Notes under clauses (5)(d), (e) and (f) above the delivery of an opinion of counsel,certifications and/or other information satisfactory to us and the Trustee; and

• each Note will contain a legend substantially to the following effect:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OROTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATIONHEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBEREDOR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESSSUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THEHOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALFAND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASEDSECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THEDATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THEORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LASTDATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OFTHIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OFREGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATEHEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES ANDTHE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WASFIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OFREGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE COMPANY OR ANYSUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEENDECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THESECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THESECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIEDINSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWNACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOMNOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THEUNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT,OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THETRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TOCLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,

215

97508

CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THISLEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALERESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES: BY ITSACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS ACQUIRING THISSECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDERTHE SECURITIES ACT.]

(7) You represent and warrant that either (i) no portion of the assets used by you to acquire or holdthe Notes or any interest therein constitutes assets of any employee benefit plan subject to Title I of theU.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), any plan, individualretirement account or other arrangement that is subject to Section 4975 of the U.S. Internal RevenueCode of 1986, as amended (the “Code”), or provisions under any other federal, state, local, non-U.S. orother laws or regulations that are similar to such provisions of ERISA or the Code (“Similar Laws”), or anentity whose underlying assets are considered to include “plan assets” of any such plan, account orarrangement or (ii) the acquisition and holding of the Notes or any interest therein by you will notconstitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Codeor a similar violation under any applicable Similar Laws. Due to the complexity of these rules and thepenalties that may be imposed upon persons involved in non-exempt prohibited transactions, it isparticularly important that fiduciaries, or other persons considering acquiring and/or holding the Notes onbehalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability ofERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemptionwould be applicable to the purchase and holding of the Notes.

In furtherance of the foregoing, you understand that the certificates evidencing the Notes will bear alegend to the following effect:

BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TOHAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETSUSED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREINCONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE IOF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED(“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THATIS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, ASAMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL,NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONSOF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYINGASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT ORARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANYINTEREST HEREIN BY SUCH HOLDER WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITEDTRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR ASIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

(8) You acknowledge that we, the initial purchasers, the Trustee, the Registrar and others will relyupon the truth and accuracy of the above acknowledgments, representations and agreements. You agreethat if any of the acknowledgments, representations or agreements you are deemed to have made byyour purchase of Notes is no longer accurate, you will promptly notify us and the initial purchasers. Ifyou are purchasing any Notes as a fiduciary or agent for one or more investor accounts, you representthat you have sole investment discretion with respect to each of those accounts and that you have fullpower to make the above acknowledgments, representations and agreements on behalf of each account.

216

08298

PLAN OF DISTRIBUTION

On the terms and subject to the conditions contained in the purchase agreement among us and theInitial Purchasers dated the date hereof, we have agreed to sell to the Initial Purchasers, and each ofthe Initial Purchasers has agreed, severally and not jointly, to purchase from us, the principal amount ofNotes set forth opposite its name below.

Initial purchaserPrincipal

amount of notes

Goldman, Sachs & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$210,000,000HSBC Securities (USA) Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,000,000SC Lowy Financial (HK) Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,000,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$350,000,000

On the terms and subject to the conditions set forth in the purchase agreement, the InitialPurchasers have agreed, severally and not jointly, to purchase all of the Notes sold under the purchaseagreement if any of these Notes are purchased. If an initial purchaser defaults, the purchase agreementprovides that the purchase commitments of the non-defaulting Initial Purchasers may be increased or thepurchase agreement may be terminated.

We have agreed to indemnify the several Initial Purchasers against certain liabilities, includingliabilities under the Securities Act, or to contribute to payments the Initial Purchasers may be required tomake in respect of those liabilities.

The representatives have advised us that the Initial Purchasers propose initially to offer the Notes atthe offering price set forth on the cover page of this offering circular. The price at which the Notes areoffered may be changed at any time without notice.

Notes are not being registered

Neither the Notes nor the Guarantees have been, or will be, registered under the Securities Act, orthe securities laws of any other jurisdiction. Accordingly, the Notes are being offered and sold only toQIBs in the United States in accordance with Rule 144A and outside the United States in accordancewith Regulation S. Prospective investors that are QIBs are hereby notified that the seller of the Notesmay be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule144A. For a description of certain restrictions on eligible offerees and transfers of the Notes, see“Transfer Restrictions.”

In addition, until 40 days following the commencement of this offering, an offer or sale of Noteswithin the United States by a dealer (whether or not participating in the offering) may violate theregistration requirements of the Securities Act unless the dealer makes the offer or sale in compliancewith Rule 144A or another exemption from registration under the Securities Act. Each purchaser of theNotes will be deemed to have made acknowledgments, representations and agreements as describedunder “Transfer Restrictions.”

New issue of Notes

The Notes are a new issue of securities with no established trading market. We have been advisedby certain of the Initial Purchasers that they presently intend to make a market in the Notes aftercompletion of the offering. However, they are under no obligation to do so and may discontinue anymarket-making activities at any time without any notice. We cannot assure the liquidity of the tradingmarket for the Notes. If an active trading market for the Notes does not develop, the market price andliquidity of the Notes may be adversely affected. If the Notes are traded, they may trade at a discountfrom their initial offering price, depending on prevailing interest rates, the market for similar securities, ouroperating performance and financial condition, general economic conditions and other factors.

Settlement

We expect that delivery of the Notes will be made against payment therefore on or about the closingdate specified on the cover page of this offering circular, which will be the tenth business day followingthe date of pricing of the Notes (such settlement being referred to as “T+10”). Under Rule 15c6-1 underthe Securities Exchange Act of 1934, trades in the secondary market are required to settle in three

217

80483

business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchaserswho wish to trade Notes on the date of this Offering Circular or the next succeeding six business dayswill be required, by virtue of the fact that the Notes initially settle in T+10, to specify an alternatesettlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of theNotes who wish to trade the Notes on the date of this Offering Circular or the next succeeding shouldconsult their advisors.

No sales of similar securities

We have agreed that we will not, for a period from the date of the purchase agreement with theInitial Purchasers, through and including the date that is the earlier of the date of 90 days following thedelivery of the Notes and the termination of the purchase agreement, without first obtaining the priorwritten consent of the representatives, directly or indirectly, issue, sell, offer to contract or grant anyoption to sell, pledge, transfer or otherwise dispose of, any debt securities or securities exchangeable foror convertible into debt securities, except for the Notes sold to the Initial Purchasers pursuant to thepurchase agreement.

Short positions, stabilizing transactions and penalty bids

In connection with the offering, the Initial Purchasers may purchase and sell Notes in the openmarket. These transactions may include overallotment, syndicate covering transactions and stabilizingtransactions. Overallotment involves sales of the Notes in excess of the principal amount of the Notes tobe purchased by the Initial Purchasers in the offering, which creates a short position for the InitialPurchasers. Covering transactions involve purchases of the Notes in the open market after thedistribution has been completed in order to cover short positions. Stabilizing transactions consist ofcertain bids or purchases of the Notes made for the purpose of preventing or retarding a decline in themarket price of the Notes while the offering is in progress. Any of these activities may have the effect ofpreventing or retarding a decline in the market price of the Notes. They may also cause the price of theNotes to be higher than the price that otherwise would exist in the open market in the absence of thesetransactions. The Initial Purchasers may conduct these transactions in the over-the-counter market orotherwise. If the Initial Purchasers commence any of these transactions, they may discontinue them atany time. Neither the Issuer, the Guarantors nor any of the Initial Purchasers make any representation orprediction as to the direction or magnitude of any effect that the transactions described above may haveon the price of the Notes.

Notice to prospective investors in Australia

Neither this Offering Circular, nor any other prospectus or disclosure document (as defined in theCorporations Act) in relation to the Notes or the Guarantees has been, or will be, lodged with, ASIC orthe ASX and the Notes may not be offered for issue, sale, or purchase, nor may application for theissue, sale or purchase or any Notes be invited in Australia (including an offer or invitation which isreceived by a person in Australia), and neither this Offering Circular nor any other offering material oradvertisement relating to the Notes or Guarantees may be distributed or published in Australia unless, ineach case:

(a) the aggregate consideration payable on acceptance of the offer or invitation by each offeree orinvitee is at least A$500,000 (or its equivalent in another currency, in either case, disregarding moneyslent by the person offering the Notes or making the invitation or its associates) or the offer or invitationotherwise does not require disclosure to investors in accordance with Part 6D.2 or 7.9 of theCorporations Act and is not made to a person who is a “retail client” within the meaning of section 761Gof the Corporations Act; and

(b) the offer, invitation or distribution complied with the conditions of the Australian financial serviceslicense of the person making the offer, invitation or distribution or an applicable exemption from therequirement to hold such license;

(c) the offer, invitation or distribution complies with all applicable Australian laws, regulations anddirectives; and

(d) such action does not require any document to be lodged with ASIC or the ASX.

218

81611

Notice to prospective investors in the United Kingdom

Each Initial Purchaser has represented and agreed that:

it has only communicated or caused to be communicated and will only communicate or cause to becommunicated any invitation or inducement to engage in investment activity (within the meaning ofSection 21 of the United Kingdom Financial Services and Markets Act 2000, as amended (the “FSMA”)),received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1)of the FSMA does not apply to the Issuer or the Guarantors; and

it has complied and will comply with all applicable provisions of the FSMA with respect to anythingdone by it in relation to the Notes in, from or otherwise involving the United Kingdom.

Notice to prospective investors in Hong Kong

This Offering Circular has not been and will not be registered with the Registrar of Companies in theHong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). The Notesmay not be offered or sold and will not be offered or sold in Hong Kong, by means of any document,other than (i) to “professional investors” within the meaning of the Securities and Futures Ordinance(Cap. 571 of the Laws of Hong Kong) and any rules made thereunder, or (ii) in circumstances which donot result in the document being a “prospectus” within the meaning of the Companies (Winding Up andMiscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not constitute anoffer to the public within the meaning of that ordinance. No advertisement, invitation or document relatingto the Notes may be issued or may be in the possession of any person for the purpose of issue (in eachcase whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to beaccessed or read by, the public in Hong Kong (except if permitted to do so under the laws of HongKong) other than with respect to the Notes which are or are intended to be disposed of only to personsoutside Hong Kong or only to “professional investors” within the meaning of the Securities and FuturesOrdinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder.

Notice to prospective investors in Singapore

This Offering Circular has not been registered as a prospectus with the Monetary Authority ofSingapore. Accordingly, this Offering Circular and any other document or material in connection with theoffer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed,nor may the Notes be offered or sold, or be made the subject of an invitation for subscription orpurchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investorunder Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to arelevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and inaccordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and inaccordance with the conditions of, any other applicable provision of the SFA.

Where the Notes are subscribed or purchased in reliance on an exemption under Section 274 orSection 275 of the SFA, the Notes shall not be sold within the period of six months from the date of theinitial acquisition of the Notes, except (i) to an institutional investor (as defined in Section 4A of theSFA), (ii) to a relevant person (as defined in Section 275(2) of the SFA), or (iii) to any person pursuantto an offer referred to in Section 275(1A) of the SFA, unless expressly specified otherwise in Section276(7) of the SFA or Regulation 32 of the Securities and Futures (Offers of Investments) (Shares andDebentures) Regulations 2005 of Singapore (the “SFR”).

Other relationships

In addition, in the ordinary course of their business activities, the Initial Purchasers and their affiliatesmay make or hold a broad array of investments and actively trade debt and equity securities (or relatedderivative securities) and financial instruments (including bank loans) for their own account and for theaccounts of their customers. Such investments and securities activities may involve securities and/orinstruments of ours or our affiliates. If any of the Initial Purchasers or their affiliates has a lendingrelationship with us, certain of those Initial Purchasers or their affiliates routinely hedge, and certain otherof those Initial Purchasers or their affiliates may hedge, their credit exposure to us consistent with theircustomary risk management policies. Typically, these Initial Purchasers and their affiliates would hedgesuch exposure by entering into transactions which consist of either the purchase of credit default swapsor the creation of short positions in our securities, including potentially the Notes offered hereby. Any

219

72765

such credit default swaps or short positions could adversely affect future trading prices of the Notesoffered hereby. The Initial Purchasers and their affiliates may also make investment recommendationsand/or publish or express independent research views in respect of such securities or financialinstruments and may hold, or recommend to clients that they acquire, long and/or short positions in suchsecurities and instruments.

Some of the Initial Purchasers and their affiliates have engaged in, and may in the future engage in,investment banking and other commercial dealings in the ordinary course of business with us or ouraffiliates, including in a lending, financing, advisory or underwriting capacity. They have received, or mayin the future receive, customary fees and commissions for these transactions. Affiliates of Goldman,Sachs & Co. and HSBC Securities (USA) Inc. are lenders under our senior bank debt facilities and areexpected to receive certain of the proceeds from this offering in connection with the repayment ofindebtedness under those facilities. See “Use of Proceeds.”

220

91569

LEGAL MATTERS

The validity of the Notes and the Note Guarantees will be passed upon for the Issuer and theGuarantors by Baker & McKenzie as to New York law. Certain Australian legal matters will be passedupon for the Issuer and the Guarantors by Baker & McKenzie. The validity of the Notes under New Yorklaw will be passed upon for the initial purchasers by Skadden, Arps, Slate, Meagher & Flom LLP.

INDEPENDENT AUDITORS

The consolidated financial statements of Barminco Holdings Pty Ltd and its subsidiaries as of andfor each of the fiscal years ended June 30, 2016 and 2015, included in this offering circular have beenaudited by KPMG, independent auditors, as stated in their reports appearing herein.

With respect to the unaudited interim consolidated financial statements of Barminco Holdings Pty Ltdas of and for the half years ended December 31, 2016 and 2015 included herein, KPMG, theindependent auditors, have reported that they have applied limited procedures in accordance withprofessional standards for a review of such information. However, their separate report included hereinstates that they did not audit and they do not express an opinion on that interim consolidated financialinformation. Accordingly, the degree of reliance on their report on such information should be restricted inlight of the limited nature of the review procedures applied.

The liability of KPMG in relation to the performance of their professional services provided toBarminco including, without limitation, KPMG’s audits and reviews of Barminco Holdings Pty Ltd’sconsolidated financial statements described above, is limited under the Institute of Chartered Accountantsin Australia (NSW) Scheme approved by the New South Wales Professional Standards Council or suchother applicable scheme approved pursuant to the Professional Standards Act 1994 (NSW) (the“Professional Standards Act”), including the Treasury Legislation Amendment (Professional Standards)Act (the “Accountants Scheme”). Specifically, the Accountants Scheme limits liability to a maximumamount of A$75 million. The Accountants Scheme does not limit liability for breach of trust, fraud ordishonesty. The Professional Standards Act and the Accountants Scheme have not been subject torelevant judicial consideration and, therefore, how the limitations will be applied by courts and the effectof the limitations on the enforcement of foreign judgments is untested.

221

10238

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Interim Financial StatementsUnaudited Condensed Interim Consolidated Statement of Profit or Loss and Other Comprehensive

Income for the six months ended December 31, 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3Unaudited Condensed Interim Consolidated Statement of Financial Position as at December 31,

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4Unaudited Condensed Interim Consolidated Statement of Cash Flows for the six months ended

December 31, 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5Unaudited Condensed Interim Consolidated Statement of Changes in Equity for the six months

ended December 31, 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6Notes to the Unaudited Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8Directors’ Declaration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-26Independent Auditor’s Review Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-27Annual Consolidated Financial StatementsConsolidated Statement of Profit or Loss and Other Comprehensive Income for the years ended

June 30, 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-30Consolidated Statement of Financial Position as at June 30, 2016 and 2015. . . . . . . . . . . . . . . . . . . . . . F-31Consolidated Statement of Cash Flows for the years ended June 30, 2016 and 2015 . . . . . . . . . . . . . F-32Consolidated Statement of Changes in Equity for the years ended June 30, 2016 and 2015 . . . . . . . F-33Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-35Directors’ Declaration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-91Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-92

F-1

BARMINCO HOLDINGS PTY LIMITED ABN 85 126 398 276

Unaudited Interim Financial Statements For the half year ended 31 December 2016

The above unaudited condensed interim consolidated statement of profit and loss and other comprehensive income should be read in conjunction with the accompanying notes.

Unaudited condensed interim consolidated statement of profit or loss and other comprehensive income For the six months ended 31 December 2016

6 Months Ended 31 Dec 2016

6 Months Ended 31 Dec 2015

Notes $’000 $’000

Revenue 4 292,020 263,538 Other income 563 83 Consumables used (88,071) (81,454) Employee benefits expense 5(a) (110,729) (103,560) Contractor and consultant expenses 5(b) (20,625) (14,097) Depreciation of property, plant and equipment (30,394) (25,145) Amortisation of intangible assets (472) (288) Other expenses (20,497) (14,744)

Results from operating activities 21,795 24,333

Share of profit from equity accounted investments, net of tax 7,654 8,509 Finance income 5(c) 334 9,324 Financing costs 5(d) (27,627) (57,451)

Profit/(loss) before income tax 2,156 (15,285) Income tax benefit/(expense) 6 4,048 (115)

Profit/(Loss) for the period attributable to equity holders of the Company 6,204 (15,400)

Other comprehensive income/(loss) Items that may be reclassified to profit or loss

Effective portion of changes in fair value of cash flow hedges 335 (149) Foreign currency translation differences – foreign operations (1,339) 1,091

Other comprehensive income/(loss) for period, net of tax (1,004) 942

Total comprehensive income/(loss) attributable to equity holders of the Company 5,200 (14,458)

$ $ Earnings/(Loss) per share

Basic and diluted earnings/(loss) per share 7 1.241 (3.082)

Barminco Holdings Pty Limited

The above unaudited condensed interim consolidated statement of financial position should be read in conjunction with the accompanying notes.

Unaudited condensed interim consolidated statement of financial position as at 31 December 2016

31 Dec 2016 30 Jun 2016 Notes $’000 $’000

ASSETS

Cash and cash equivalents 69,258 70,647 Trade and other receivables 8 61,860 48,469 Inventories 21,600 19,696 Prepayments 2,240 3,068

Total current assets 154,958 141,880 Investments accounted for using the equity method 9 71,634 69,517 Derivative financial instruments 11 6,586 - Property, plant and equipment 10 143,064 116,381 Intangibles 260,318 260,790 Deferred tax asset 79,325 75,277 Other non-current assets 1,799 1,918

Total non-current assets 562,726 523,883

TOTAL ASSETS 717,684 665,763

LIABILITIES

Trade and other payables 70,230 57,227 Borrowings 12 10,814 2,592 Employee benefits 29,190 26,195 Provisions 487 208

Total current liabilities 110,721 86,222 Derivative financial instruments 11 - 5,419 Borrowings 12 450,130 425,219 Employee benefits 4,375 1,645

Total non-current liabilities 454,505 432,283

TOTAL LIABILITIES 565,226 518,505

NET ASSETS 152,458 147,258

EQUITY

Contributed equity 13 396,442 396,442 Reserves 13 10,319 10,670 Accumulated losses (254,303) (259,854)

TOTAL EQUITY 152,458 147,258

Barminco Holdings Pty Limited

The above unaudited condensed interim consolidated statement of cash flows should be read in conjunction with the accompanying notes.

Unaudited condensed interim consolidated statement of cash flows for the six months ended 31 December 2016

6 Months Ended 31 Dec 2016

6 Months Ended 31 Dec 2015

$’000 $’000

Cash flows from operating activities

Receipts from customers 304,256 284,259 Payments to suppliers and employees (255,123) (230,950) Interest received 332 1,601 Interest paid (23,752) (27,424)

Net cash inflow from operating activities 25,713 27,486

Cash flows from investing activities Payments for property, plant and equipment and intangibles (14,260) (27,658) Proceeds from sale of property, plant and equipment 1,908 1,018 Dividends received from joint venture entities 4,110 8,816

Net cash outflow from investing activities (8,242) (17,824)

Cash flows from financing activities

Proceeds/(payment) from reset of cross currency interest rate swaps (221) 32,765 Repurchase of senior notes (9,056) (60,160) Finance lease payments (9,739) (1,725) Loans to key management LTI scheme - (6)

Net cash outflow from financing activities (19,016) (29,126)

Net increase/(decrease) in cash and cash equivalents (1,545) (19,464)

Effect of exchange rate fluctuations on cash held 156 (9) Cash and cash equivalents at beginning of the period 70,647 104,844

Cash and cash equivalents at end of the period 69,258 85,371

Barm

inco

Hol

ding

s Pty

Lim

ited

The

abov

e un

audi

ted

cond

ense

d in

terim

con

solid

ated

stat

emen

t of c

hang

es in

equ

ity sh

ould

be

read

in c

onju

nctio

n w

ith th

e ac

com

pany

ing

note

s.

Una

udite

d co

nden

sed

inte

rim c

onso

lidat

ed st

atem

ent o

f cha

nges

in e

quity

Fo

r the

six

mon

ths e

nded

31

Dece

mbe

r 201

6

Fo

reig

n In

tere

st

Rede

emab

le

Tota

l

Curr

ency

Fr

ee

O

rdin

ary

Pref

eren

ce

Cont

ribut

ed

Hedg

ing

Tran

slat

ion

Loan

Le

gal

Accu

mul

ated

To

tal

Shar

es

Shar

es

Equi

ty

Rese

rve

Rese

rve

Rese

rve

Rese

rve

Loss

es

Equi

ty

N

otes

$’

000

$’00

0 $’

000

$’00

0 $’

000

$’00

0 $’

000

$’00

0 $’

000

Bala

nce

at 1

July

201

6

4,72

2 39

1,72

0 39

6,44

2 (5

,375

)8,

592

6,42

11,

032

(259

,854

) 14

7,25

8 To

tal c

ompr

ehen

sive

inco

me

for t

he p

erio

d

Prof

it/(lo

ss) f

or th

e pe

riod

-

- -

- -

--

6,20

4 6,

204

Oth

er c

ompr

ehen

sive

inco

me/

(loss

)

Chan

ges

in th

e fa

ir va

lue

of c

ash

flow

hed

ges,

ne

t of t

ax

13(c

) -

- -

335

- -

- -

335

Chan

ges

in t

he f

orei

gn e

xcha

nge

tran

slatio

n re

serv

e 13

(d)

- -

- -

(1,3

39)

--

- (1

,339

)

Chan

ges i

n th

e le

gal r

eser

ve

13(e

) -

- -

-

653

(653

) -

Tota

l oth

er c

ompr

ehen

sive

inco

me/

(loss

)

- -

- 33

5 (1

,339

) -

653

(653

) (1

,004

) To

tal

com

preh

ensi

ve

inco

me/

(loss

) fo

r th

e pe

riod

-

- -

335

(1,3

39)

-65

3 5,

551

5,20

0

Tran

sact

ions

with

ow

ners

of t

he C

ompa

ny

-

- -

- -

--

- -

Bala

nce

at 3

1 De

cem

ber 2

016

4,

722

391,

720

396,

442

(5,0

40)

7,25

3 6,

421

1,68

5 (2

54,3

03)

152,

458

Barm

inco

Hol

ding

s Pty

Lim

ited

Una

udite

d co

nden

sed

inte

rim c

onso

lidat

ed st

atem

ent o

f cha

nges

in e

quity

(con

tinue

d)

For t

he si

x m

onth

s end

ed 3

1 De

cem

ber 2

015

The

abov

e un

audi

ted

cond

ense

d in

terim

con

solid

ated

stat

emen

t of c

hang

es in

equ

ity sh

ould

be

read

in c

onju

nctio

n w

ith th

e ac

com

pany

ing

note

s.

Fore

ign

Cu

rren

cy

Co

ntrib

uted

He

dgin

g Tr

ansl

atio

n Le

gal

Accu

mul

ated

To

tal

Equi

ty

Rese

rve

Rese

rve

Rese

rve

Loss

es

Equi

ty

N

otes

$’

000

$’00

0 $’

000

$’00

0 $’

000

$’00

0 Ba

lanc

e at

1 Ju

ly 2

015

4,

722

(10,

342)

7,

588

387

(301

,666

) (2

99,3

11)

Tota

l com

preh

ensi

ve in

com

e fo

r the

per

iod

Pr

ofit/

(loss

) for

the

perio

d

- -

- -

(15,

400)

(1

5,40

0)

Oth

er c

ompr

ehen

sive

inco

me/

(loss

)

Chan

ges i

n th

e fa

ir va

lue

of c

ash

flow

hed

ges,

net

of t

ax

13(c

) -

(149

) -

- -

(149

) Ch

ange

s in

the

fore

ign

exch

ange

tran

slatio

n re

serv

e 13

(d)

- -

1,09

1 -

- 1,

091

Chan

ges i

n th

e le

gal r

eser

ve

13(e

) -

- -

336

(336

) -

Tota

l oth

er c

ompr

ehen

sive

inco

me/

(loss

)

- (1

49)

1,09

1 33

6 (3

36)

942

Tota

l com

preh

ensi

ve in

com

e/(lo

ss) f

or th

e pe

riod

-

(149

) 1,

091

336

(15,

736)

(1

4,45

8)

Tran

sact

ions

with

ow

ners

of t

he C

ompa

ny

-

- -

- -

-

Bala

nce

at 3

1 D

ecem

ber 2

015

4,

722

(10,

491)

8,

679

723

(317

,402

) (3

13,7

69)

Barminco Holdings Pty Limited Notes to the unaudited interim consolidated financial statements For the six months ended 31 December 2016

Notes to the financial statements 1 Corporate information

2 Basis of preparation 3 Summary of significant accounting policies 4 Revenue 5 Expenses 6 Income Tax 7 Earnings per share 8 Trade and other receivables 9 Jointly controlled entities 10 Property, plant and equipment 11 Derivative financial instruments 12 Borrowings 13 Capital and reserves 14 Commitments 15 Segment reporting 16 Related parties 17 Subsidiaries 18 Contingencies 19 Subsequent events

Barminco Holdings Pty Limited Notes to the unaudited interim consolidated financial statements (continued) For the six months ended 31 December 2016 1. Corporate information Barminco Holdings Pty Limited (“the Company”) is a company limited by shares, incorporated and domiciled in Australia. The Company was registered on 5 July 2007. The address of the Company’s registered office is 390 Stirling Crescent Hazelmere, Western Australia, 6055. The Company is a for profit entity and is primarily involved in underground contract development and production mining, and development projects in Australia, India, Egypt, Tanzania and West Africa.

The interim financial statements of the Company for the six months ended 31 December 2016 comprises the Company and its subsidiaries (the “Group”) and the Group’s interest in jointly controlled entities.

2. Basis of preparation

a) Statement of Compliance

The interim financial statements are general purpose financial statements prepared in accordance with AASB 134 Interim Financial Reporting and with IAS 34 Interim Financial Reporting.

They do not include all the information required for a complete set of annual financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual consolidated financial statements as at and for the year ended 30 June 2016.

These interim financial statements were authorised for issue by the Company’s Board of Directors on 3rd March 2017.

The Company is of a kind referred to in Instrument 2016/191 issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the financial statements.

b) Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. In preparing the consolidated interim financial statements the significant judgements made by the Group in applying the Group’s accounting policies and the key sources of estimation uncertainty were consistent with those applied to the consolidated financial statements for the year ended 30 June 2016.

c) Going concern basis

The financial statements have been prepared on the going concern basis which contemplates realisation of assets and settlement of liabilities in the normal course of business.

The Group held cash on hand as at 31 December 2016 of $69.3 million (30 June 2016: $70.7 million), net assets of $152.5 million (30 June 2016: $147.3 million) and had a net working capital surplus of $44.2 million (30 June 2016: $55.7 million). Net cash inflows from operating and investing activities for the six-months ended 31 December 2016 were $17.5 million (2015: $9.7 million). The Group recorded a profit after tax for the six months ended 31 December 2016 of $6.2 million (2015: $15.4 million loss).

The main driver for the increased profits is the reduction in financing costs which reduced by $29.8 million for the period to 31 December 2016 compared to the six month period to 31 December 2015. The reason for these reduced finance costs was the cessation of accrued interest on redeemable preference shares and shareholder loan notes, following amendments to the terms in the 2016 financial year. These amendments resulted in reclassification to equity rather than as a liability. In addition, interest charges on High Yield Bonds (refer below) has reduced as the

Barminco Holdings Pty Limited Notes to the unaudited interim consolidated financial statements (continued) For the six months ended 31 December 2016 Group has continued to repurchase the bonds, on market, refer to note 12(a). Currently these bonds are trading above their face value.

The Group has US dollar denominated High Yield Bonds on issue for US$299.7 million (A$416.2 million) at 31 December 2016. These High Yield Bonds mature in June 2018. Whilst cash flows are forecast to be sufficient to fund operating requirements including interest, they will not be sufficient to fund the full principal repayment of the High Yield Bonds at their current maturity date. As a result, the ability of the Group to continue as a going concern is dependent upon the successful completion of a refinancing of the US High Yield Bonds by the maturity date of June 2018.

The Group, with the support of Gresham Private Equity and other shareholders, are investigating a variety of refinancing options. The Group is progressed in establishing a long term debt funding solution and any foreign currency denominated debt is expected to continue to be fully hedged.

The Directors have a reasonable expectation that a funding solution can be secured, in light of the timeframe to complete the refinancing, the current and anticipated operational performance of the Group and the historical ability of the Group to obtain financing as required. Accordingly, the financial report has been prepared on a going concern basis.

3. Significant accounting policies

The consolidated interim financial statements have been prepared in accordance with the accounting policies adopted in the Group’s last annual financial statements for the year ended 30 June 2016.

New standards and interpretations not yet effective

The following standards, amendments to standards and interpretations have been identified as those which may impact the entity in the year of initial application. They are available for early adoption at 1 July 2016, but have not been applied in preparing these financial statements.

AASB 9 Financial Instruments; includes requirements for the classification and measurement of financial assets resulting from the first part of Phase 1 of the project to replace AASB 139 Financial Instruments: Recognition and Measurement. AASB 9 will become mandatory for the Group’s 30 June 2019 financial statements. Retrospective application is generally required, although there are exceptions, particularly if the entity adopts the standard for the year ended 30 June 2013 or earlier. The Group has not yet determined the potential effect of the standard and has chosen not to early adopt. AASB 15 Revenue from Contracts with Customers; The AASB has issued a new standard for the recognition of revenue. This will replace AASB 118 which covers contracts for goods and services and AASB 111 which covers construction contracts. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer – so the notion of control replaces the existing notion of risks and rewards. AASB 15 will become mandatory for the Group’s 30 June 2018 financial statements. The Group has not yet determined the potential effect of the standard and has chosen not to early adopt. AASB 16 Leases; removes the classification of leases as either operating leases or finance leases for the lessee effectively treating all leases as finance leases. Short-term leases (less than 12 months) and leases of low-value assets (such as personal computers) are exempt from the lease accounting requirements. There are also changes in accounting over the life of the lease. In particular, companies will now recognise a front-loaded pattern of expenses for most leases, even when they pay constant annual rentals. The Group has not yet determined the potential effect of the standard and has chosen not to early adopt.

Barminco Holdings Pty Limited Notes to the unaudited interim consolidated financial statements (continued) For the six months ended 31 December 2016

6 Months Ended 31 Dec 2016

6 Months Ended 31 Dec 2015

$’000 $’000

4. Revenue Services 290,116 263,184 Sale of goods 1,904 354

292,020 263,538 The operations of the group are not considered to be seasonal.

5. Expenses

a) Employee benefits expenses Wages, salaries and compulsory superannuation payments (105,004) (104,667) (Increase)/decrease in employee leave entitlements (5,725) 1,107

(110,729) (103,560)

b) Contractor and consultant expenses Contractors – mechanical (3,183) (1,745) Contractors – electrical (4,104) (3,811) Contractors – mining (6,535) (3,549) Contractors and consultants - other (6,803) (4,992)

(20,625) (14,097)

c) Finance income

Gain on repurchase of High Yield Bonds - 7,722 Interest income 334 1,602

334 9,324

d) Financing costs Interest payable on redeemable preference shares and shareholder loan notes - (23,745) Amortisation of borrowing costs (1,461) (3,542) Interest and finance charges paid/payable on borrowings (24,585) (28,288) Interest paid/payable on finance leases (542) (184) Loss on repurchase of High Yield Bonds (327) - Other interest paid/payable (712) (1,692)

(27,627) (57,451)

Barminco Holdings Pty Limited Notes to the unaudited interim consolidated financial statements (continued) For the six months ended 31 December 2016 6. Income tax 31 Dec 31 Dec 2016 2015 $’000 $’000

a) Income tax benefit/(expense)

(i) Tax recognised in profit and loss Current income tax

Current year - 6 Adjustments in respect of current income tax of previous years - (71)

- (65) Deferred income tax

Origination and reversal of temporary differences 1,799 (50) Benefit from current year tax loss recognised 2,249 -

4,048 (50)

Total tax recognised in profit and loss 4,048 (115)

(ii) Tax recognised directly in equity

Income tax of Nil was charged directly to equity for the period ending 31 December 2016 (six months ended 31 December 2015: Nil).

(iii) Tax recognised in other comprehensive income

No net income tax amounts were recognised in other comprehensive income for the period ending 31 December 2016 (six months ended 31 December 2015: Nil).

Barminco Holdings Pty Limited Notes to the unaudited interim consolidated financial statements (continued) For the six months ended 31 December 2016 b) Numerical reconciliation of income tax expense to prima facie tax payable 31 Dec 31 Dec 2016 2015 $’000 $’000

Profit/(Loss) for the year before income tax 2,156 (15,285) Tax benefit/(expense) at the Australian tax rate of 30% (647) 4,585

Tax effect of amounts which are not deductible/(taxable) in calculating taxable income:

Non-deductible expenses (1) (561) (5,036) Taxable gain/(loss) on swap close out 559 (4,399) Effect of tax rates in foreign jurisdictions 2,433 2,024 Effect of share of profits of equity accounted investees 2,297 2,553 Temporary differences not recognised - (854) Tax losses from foreign subsidiary not recognised (18) - Tax losses utilised in the current year - 1,083 Foreign tax credits not recoverable (15) - Adjustments in respect of current income tax of previous years - (71)

4,048 (115)

(1) Primarily tax effect of thin capitalisation adjustment of $Nil for the period (six months ended 31 December 2015: $4,939,000)

c) Recognised deferred tax assets 31 Dec 30 Jun 2016 2016 $’000 $’000

Deferred tax assets have been recognised in respect of the following items: Tax losses (gross) 166,768 159,343 Other deferred tax assets (gross) 98,050 91,580 Total recognised deferred tax assets (gross) 264,818 250,923

A deferred tax benefit will only be obtained if:

(i) the relevant company in the Group derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised:

(ii) the relevant company in the Group continues to comply with the conditions for deductibility imposed by tax legislation; and

Barminco Holdings Pty Limited Notes to the unaudited interim consolidated financial statements (continued) For the six months ended 31 December 2016

(iii) No changes in tax legislation adversely affect the relevant company in realising the benefit from the deductions for the losses.

The tax losses recognised in Australia do not expire. Also the deductible temporary differences do not expire under current tax legislation. Deferred tax assets for unused tax losses of $166,768,000 (30 June 2016: $159,343,000) and deductible temporary differences of $98,050,000 (30 June 2016: $91,580,000), have been recognised because it is probable that future taxable profit will be available against which the Group can utilise the benefits therefrom. This recognition of deferred tax assets including carried forward tax losses relates to activities carried out by the Australian business.

The movement in the carrying value of the High Yield Bonds has created a temporary difference of $103,325,000 (June 2016: $103,500,000) for which a deferred tax asset has been recognised in 2016 (December 2015: Deferred tax asset not recognised).

7. Earnings per share 6 Months

Ended 31 Dec 2016

6 Months Ended 31 Dec 2015

$’000 $’000

a) Basic earnings per share

The calculation of basic earnings/ (loss) per share at 31 December 2016 was based on the profit attributable to ordinary shareholders of $6,204,000 (Loss 31 December 2015: $15,400,000) and a weighted average number of ordinary shares outstanding of 5,000,000 (31 December 2015: 4,996,051) calculated as follows:

Profit/(loss) attributable to ordinary shareholders 6,204 (15,400)

Weighted average number of ordinary shares Issue ordinary shares at 1 July 5,000,000 4,991,029 Effect of ordinary shares issued 19 Oct 15 - 5,022

Weighted average number of ordinary shares 5,000,000 4,996,051

$ $

Basic earnings/(loss) per share 1.241 (3.082)

b) Diluted earnings per share

There were no dilutive instruments outstanding during the year.

Barminco Holdings Pty Limited Notes to the unaudited interim consolidated financial statements (continued) For the six months ended 31 December 2016 8. Trade and other receivables

31 Dec 2016 30 Jun 2016 $’000 $’000

Trade receivables 10,242 8,975 Accrued revenue 49,578 38,153 Related party receivables – jointly controlled entities 961 579 Other receivables 1,079 762

61,860 48,469

Accrued revenue represents the unbilled amount at period end in respect of mining services provided.

9. Jointly controlled entities The Group has the following investments in jointly controlled entities:

Name of entity

Country of incorporation Principal activities Ownership

2016 % Ownership

2015 % African Underground Mining Services Ltd (“AUMS”) Joint Venture

Ghana Mining services 50 50

African Underground Mining Services Mali SARL (“AUMSM”) Joint Venture

Mali Mining services 50 50

African Underground Mining Services Burkina Faso SARL (“AUMSB”) Joint Venture

Burkina Faso Mining services 50 50

African Underground Mining Services Tanzania Ltd (“AUMST”) Joint Venture

Tanzania Mining services 50 -

The investments in AUMS are accounted for using the equity method in accordance with AASB 128. AUMST was incorporated on 22 October 2015.

10. Property, plant and equipment Additions and disposals

During the six months ended 31 December 2016 additions to property, plant and equipment totalled $58,421,000 (six months ended 31 December 2015: $27,658,000). The book value of disposals during the quarter was $1,345,000 (six months ended 31 December 2015: $935,000).

During the six month period additions using finance leases were $44,161,000 (six months ended 31 December 2015: Nil) which are a non-cash item. These are included in the additions to property, plant and equipment of $58,421,000 above.

Barminco Holdings Pty Limited Notes to the unaudited interim consolidated financial statements (continued) For the six months ended 31 December 2016 11. Derivative Financial Instruments 31 Dec 30 Jun 2016 2016 $’000 $’000

Non-current asset Cross currency interest rate swap contract cash flow hedge 6,586 -

Non-current liability Cross currency interest rate swap contract cash flow hedge - 5,419

The Group entered into cross currency interest rate swaps in May 2013 for a notional principal of US$485,000,000 maturing on 1 June 2018. During the six month period ended 31 December 2015, the swaps were reset as the Group took the opportunity to extract value from the swaps and repurchased 49,710,000 of issued US dollar bonds. In the six month period ended 31 December 2016, the Group used existing cash reserves to repurchase 6,500,000 of the issued US dollar Bonds.

The swaps were reset three times during the 2016 year to match the reduction in Bond principle and interest repayments and once in the six month period to 31 December 2016. The swaps remain fixed interest to fixed interest United States dollar/Australian dollar swaps under which the Group receives a United States dollar fixed interest payment and pays an Australian dollar fixed interest payment, with interest settled on 1 June and 1 December each year respectively until maturity. On maturity the Group will receive US$299,733,000 and pay A$404,948,000 in final settlement of the swaps.

The reset swaps have been re-designated for cash flow hedge accounting against the remaining High Yield Bonds and remain a highly effective hedge of exchange exposure.

Barm

inco

Hol

ding

s Pty

Lim

ited

Not

es to

the

unau

dite

d in

terim

con

solid

ated

fina

ncia

l sta

tem

ents

(con

tinue

d)

For t

he si

x m

onth

s end

ed 3

1 De

cem

ber 2

016

12.

Borr

owin

gs

Not

e

Nom

inal

Ye

ar o

f 31

Dec

201

6 30

Jun

2016

Curr

ency

in

tere

st ra

te

mat

urity

Cu

rren

t N

on-c

urre

nt

Curr

ent

Non

-cur

rent

$’

000

$’00

0 $’

000

$’00

0

High

Yie

ld B

onds

(a

) U

SD

9%

2018

-

416,

180

- 41

1,49

3 Sh

areh

olde

r loa

ns

(c)

AUD

0%

2026

-

10,0

00

- 10

,000

Fi

nanc

e le

ase

liabi

litie

s (b

) AU

D 4.

53%

20

17 -

2019

13

,311

25

,318

5,

144

6,07

2

13

,311

45

1,49

8 5,

144

427,

565

Capi

talis

ed b

orro

win

gs c

osts

AUD

(2,4

97)

(1,3

68)

(2,5

52)

(2,3

46)

Tota

l int

eres

t bea

ring

liabi

litie

s

10

,814

45

0,13

0 2,

592

425,

219

(a)

High

Yie

ld B

onds

The

High

Yie

ld B

onds

rel

ate

to t

he s

enio

r no

tes

issue

d on

20

May

201

3 fo

r th

e iss

ue p

rice

of U

S$48

5,00

0,00

0 an

d du

e fo

r re

paym

ent

1 Ju

ne 2

018.

Dur

ing

the

six m

onth

s to

De

cem

ber

2016

, the

Gro

up r

epur

chas

ed 6

,500

,000

(six

mon

ths

to 3

1 De

cem

ber

2015

: 49,

710,

000)

of

the

issue

d no

tes,

with

not

es r

emai

ning

on

issue

of

US$

299,

733,

000

(31

Dece

mbe

r 201

5: U

S$33

6,33

3,00

0). T

he te

rms

of th

e re

mai

ning

not

es re

mai

n un

chan

ged.

The

not

es w

hich

wer

e iss

ued

by B

arm

inco

Fin

ance

Pty

Ltd

are

uns

ecur

ed a

nd h

ave

been

gu

aran

teed

by

Barm

inco

Hol

ding

s Pt

y Li

mite

d an

d Ba

rmin

co L

imite

d. U

nder

the

term

s of

the

note

s iss

ue, i

nter

est i

s pa

yabl

e on

1 Ju

ne a

nd 1

Dec

embe

r. T

he H

igh

Yiel

d Bo

nds

are

quot

ed o

n th

e Si

ngap

ore

Stoc

k Ex

chan

ge.

(b)

Fina

nce

leas

e lia

bilit

ies

Leas

e lia

bilit

ies

are

effe

ctiv

ely

secu

red,

as

the

right

s to

the

leas

ed a

sset

s w

hich

are

reco

gnise

d in

the

finan

cial

sta

tem

ents

reve

rt to

the

less

or in

the

even

t of a

def

ault.

Incl

uded

as

Fina

nce

leas

e lia

bilit

ies

are

net a

mou

nts

owin

g to

the

East

Kun

dana

Join

t Ven

ture

(EKJ

V). U

nder

the

term

s of

the

unde

rgro

und

min

ing

serv

ices

pro

ject

aw

arde

d to

the

Grou

p on

1

July

201

6, th

e G

roup

acq

uire

d th

e us

e of

fixe

d as

sets

am

ount

ing

to $

17.9

mill

ion

on re

ntal

ove

r a p

erio

d of

thre

e ye

ars.

The

liab

ility

is n

ette

d of

f aga

inst

am

ount

s re

ceiv

able

from

EK

JV a

mou

ntin

g to

$7.

3 m

illio

n.

(c)

Shar

ehol

der l

oan

note

s

Capi

talis

ed in

tere

st o

f 14%

was

acc

rued

on

the

Shar

ehol

der l

oan

note

s bal

ance

ann

ually

on

30 A

ugus

t eac

h ye

ar. I

n Ju

ne 2

016,

the

Shar

ehol

der L

oan

Not

e De

ed P

oll w

as a

men

ded

and

inte

rest

cea

sed

to b

e ac

crue

d fr

om 2

9 Ju

ne 2

016.

Con

sequ

ently

, the

liab

ility

was

red

uced

by

disc

ount

ing

the

loan

and

the

diff

eren

ce (

net

of t

he t

ax e

ffect

) be

twee

n th

e no

min

al v

alue

of t

he lo

an ($

19.1

72 m

illio

n) a

nd th

e di

scou

nted

val

ue ($

10 m

illio

n) w

as tr

ansf

erre

d to

an

Inte

rest

Fre

e Lo

an R

eser

ve. A

cos

t of d

ebt a

t 7.5

% p

er a

nnum

was

use

d to

di

scou

nt th

e lo

an to

its f

air v

alue

. The

Sha

reho

lder

loan

not

es m

atur

e on

1 M

ay 2

026.

Barminco Holdings Pty Limited Consolidated Group Notes to the unaudited interim consolidated financial statements (continued) For the six months ended 31 December 2016

13. Capital and reserves a) Share capital

31 Dec 2016 30 Jun 2016 #’000 $’000 #’000 $’000

Ordinary shares – fully paid 5,000 4,722 5,000 4,722 Redeemable preference shares 122,953 391,720 122,953 391,720

127,953 396,442 127,953 396,442

At 31 December 2016 and 30 June 2016 all ordinary shares had been fully paid with no ordinary shares partly paid.

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held. This is subject to the prior entitlements of the redeemable preference shares.

During the financial year ended 30 June 2016, the Group engaged and negotiated with the Redeemable Preference Shares (RPS) and the Shareholder Loan Note (SLN) holders to restructure the balance sheet prior to the refinance of the High Yield Bonds which are due for repayment in 2018.

In June 2016, following a special resolution of members entitled to vote on the resolution and a special resolution of holders of Redeemable Preference Shares, the terms of the RPS were amended. As a result of the amendments, the instruments are now classified as equity for accounting purposes. In June 2016, the Shareholder Loan Note (SLN) Deed Poll was also amended, however these SLN’s are still classified as debt for accounting purposes. The main change for both the RPS and SLN is that the 14% interest rate has ceased to accrue effective from 29 June 2016 and redemption of the RPS is in the control of the issuer.

b) Dividends

No dividends were declared and paid by the Company during the period (six months to December 2015: Nil).

31 Dec 31 Dec 2016 2015

c) Hedging reserve Balance at 1 July (5,375) (10,342) Changes in fair value (1,629) (2,202) Changes in fair value transferred to profit or loss 1,964 2,053

(5,040) (10,491)

The hedging reserve is used to record gains or losses on a hedging instrument in a cash flow hedge that are recognised directly in other comprehensive income. Amounts are recognised in the profit or loss when the associated hedged transaction affects profit or loss.

Barminco Holdings Pty Limited Consolidated Group Notes to the unaudited interim consolidated financial statements (continued) For the six months ended 31 December 2016

31 Dec 31 Dec 2016 2015

d) Translation reserve Balance at 1 July 8,592 7,588 Currency translation differences (1,339) 1,091

7,253 8,679

The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the Group.

e) Legal reserve Balance at 1 July 1,032 387 Legal reserve increase 653 336

1,685 723

The Group has an Egyptian subsidiary that is required by Egyptian law to set aside a percentage of its retained earnings as a legal reserve.

f) Interest Free Loan Reserve Balance at 1 July 6,421 - Effect of discounting Shareholder Loan Note - -

6,421 -

Interest on the Shareholder Loan Notes ceased to accrue from 29 June 2016. Consequently, the liability was reduced by discounting the loan and the difference (net of the tax effect) between the nominal value of the loan ($19.2 million) and the discounted value ($10.0 million) was transferred to an Interest Free Loan Reserve.

Barminco Holdings Pty Limited Consolidated Group Notes to the unaudited interim consolidated financial statements (continued) For the six months ended 31 December 2016

14. Commitments 31 Dec 2016 30 Jun 2016 $’000 $’000

a) Operating leases

Non-cancellable operating lease rentals are payable as follows:

In thousands of dollars Within one year 3,352 3,453 Later than one year but not later than five years 12,923 14,698 Later than five years 3,951 7,154 20,226 25,305

The Group leases various offices, warehouses and items of IT equipment under non-cancellable operating leases expiring within two to seventeen years. The leases have varying terms and renewal rights. On renewal, the terms of the leases are renegotiated.

b) Finance leases

Commitments in relation to finance leases are payable as follows: Within one year 14,721 5,681 Later than one year but not later than five years 26,298 6,439 Minimum lease payments 41,019 12,120 Future finance charges (2,390) (904)

Recognised as a liability 38,629 11,216

Representing lease liabilities Current 12 13,311 5,144 Non-current 12 25,318 6,072

38,629 11,216 Leased assets carrying amount 36,347 14,340

The Group leases various plant and equipment with a carrying amount at 31 December 2016 of $36,347,000 (30 June 2016: $14,340,000) under finance leases expiring within one to five years. Finance leases, net of future finance charges are recognised as a liability in the consolidated statement of financial position.

c) Capital commitments

Capital commitments are as follows: Within one year 17,992 53,888 Later than one year but not later than five years - - 17,992 53,888

Barminco Holdings Pty Limited Notes to the unaudited interim consolidated financial statements (continued) For the six months ended 31 December 2016

15. Segment reporting The Group has identified its operating segments based on the internal reports that are reviewed and used by the CEO in assessing performance and in determining the allocation of resources.

The Group has determined that the nature of the company’s services and products are the same across the whole business. The same equipment is acquired from the same suppliers in order to perform similar services contracted by the respective clients. The same types of equipment are used, and the same processes are applied as they relate to each underground mine. Additionally, the company’s customers are involved in the same industry and several customer sites are operated under common client ownership. Accordingly, the Group believes there is only the single segment.

a) Geographical information

In presenting information on the basis of geographical information, revenue is based on the geographical location of customers. Assets are based on the geographical location of the assets.

6 Months Ended 31 Dec 2016 31 Dec 2016 6 Months Ended 31

Dec 2015 30 Jun 2016

Revenue/ Other income Non-current assets Revenue/ Other

income Non-current assets

$’000 $’000 $’000 $’000 Australia 259,464 487,889 231,881 450,341 Egypt 33,119 3,203 31,740 4,025 Africa – AUMS Joint Venture - 71,634 - 69,517

292,583 562,726 263,621 523,883

b) Major customers

Revenues from the Group’s 5 major customers represented A$226 million of the Group's total revenues for the six months ending 31 December 2016 as follows:

Revenue $’000 Highest ranked 57,325 2nd highest ranked 51,539 3rd highest ranked 50,683 4th highest ranked 36,066 5th highest ranked 30,691

226,304

Barminco Holdings Pty Limited Notes to the unaudited interim consolidated financial statements (continued) For the six months ended 31 December 2016 16. Related parties 6 Months

Ended 31 Dec 2016

6 Months Ended 31 Dec 2015

$ $

a) Key management personnel compensation

Key management personnel compensation comprised: Short term employee benefits 1,886,158 1,548,919 Termination payments 650,492 - Other long term benefits 39,463 75,385

2,576,113 1,624,304

b) Key management personnel and director transactions

A number of key management personnel, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of these entities.

The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:

Mr P M Bartlett - Director of Barminco Holdings

Shareholding

Bremerton Pty Ltd (an entity controlled by Mr Bartlett), in its capacity as trustee of the PM Bartlett Family Trust is the holder of 1,499,500 ordinary shares representing 30% of the ordinary shares on issue as at 31 December 2016 and 30 June 2016, and 35,854,834 redeemable preference shares at $1 each, representing 29% of the redeemable preference shares on issue as at 31 December 2016 and 30 June 2016. In June 2016, the terms of the Redeemable Preference Shares were amended which had the effect of classifying these instruments from debt to equity. Under the amendments, interest ceased to accrue from 29 June 2016 and redemption of the RPS is in the control of the issuer. Interest on the redeemable preference shares was compounded annually and the accumulated interest as at 31 December 2016 and 30 June 2016 is $78,428,234. The redeemable preference shares are subordinated to the High Yield Bond, Revolving Credit Facility, finance leases and the cross currency interest rate swap.

Loan notes

A loan note with a face value of $6,015,000 was issued to Bremerton Pty Ltd on 31 August 2007 with an expiry date of 31 July 2017, which was extended to 31 January 2019 in 2013 by mutual consent. In June 2016, the Shareholder Loan Note Deed Poll was amended which had the effect of the expiry date changed to 1 May 2026 and interest ceased to accrue from 29 June 2016. The loan is subordinated to the High Yield Bond, Revolving Credit Facility, finance leases and the cross currency interest rate swap. The accumulated interest as at 31 December 2016 and 30 June 2016 is $13,156,908. As interest has ceased to accrue on the loan, the carrying value of the loan was reduced by discounting the loan and the difference (net of the tax effect) between the nominal value of the loan ($19,172,000) and the discounted value ($10,000,000) was transferred to an Interest Free Loan Reserve (see Note 13(f)).

Barminco Holdings Pty Limited Notes to the unaudited interim consolidated financial statements (continued) For the six months ended 31 December 2016 Provision of electrical services – Hahn Electrical Contracting Pty Ltd

Hahn Electrical Contracting Pty Ltd (“Hahn”) supplies Barminco with electrical labour hire and electrical consumables under an ongoing agreement and provides electrical services on an order basis. Peter Bartlett has a 49% interest in Hahn. Each contract with Hahn either contains price management mechanisms or has a limited term (generally one year) at the end of which Barminco can review Hahn’s pricing against that of other suppliers. Settlement of payables to Hahn is in line with similar third party creditors.

Costs incurred during the six month period to 31 December 2016: $6,969,835 (six months to 31 December 2015: $4,663,801).

Consulting fee

A consultancy agreement between Peter Bartlett and the Group was made in August 2007 as part of the sale of Barminco Limited to Barminco Finance Pty Ltd. The consultancy fee of $333,333 per annum (exclusive of GST) is payable for the provision of management advice. Costs incurred during the six month period to 31 December 2016: $166,667 (six months to 31 December 2015: $166,667).

Director fees and business expenses

Director fees were payable to Peter Bartlett during the year (exclusive of GST) and he is reimbursed for all business related expenses. The directors fee was waived from January 2015 to December 2015.

Costs incurred during the six month period to December 2016: $45,833 (six months to December 2015: Nil).

Leased property – 390 Stirling Crescent Hazelmere, Western Australia

The Group has entered into a contract, negotiated at arm’s length, with Peter Bartlett for the lease of the property located at 390 Stirling Crescent Hazelmere, Western Australia.

The terms and conditions of the lease are as follows:

Commencement date: 29 July 2008 Annual rent: $1,650,000 (before rent review increases) Expiry date: 28 July 2023 Options: two five year options for Barminco to extend the lease to 29 July 2033 Annual fixed rent review (annual increase of 5%)

Costs incurred during the six month period to 31 December 2016: $954,869 (six months to 31 December 2015: $1,375,662). In January 2016, the annual rent increase of 5% was foregone.

Mining services contract

The Group provided mining services to Gordon Sirdar, a mine controlled by Peter Bartlett. Revenues for the six month period to 31 December 2016 were $2,566,170 (six months to 31 December 2015: Nil). At 31 December 2016, $532,093 was owed by Gordon Sirdar to the Group (six months to 31st December 2015: Nil). The mining services contract was terminated during the period.

Existing Gresham Investors

Shareholding

The Existing Gresham Investors hold 3,000,500 ordinary shares representing 60% of the ordinary shares on issue as at 31 December 2016 and 30 June 2016 and 83,701,025 redeemable preference shares at $1, representing 68.0% of the redeemable preference shares on issue as at 31 December 2016 and 30 June 2016.

Interest on the redeemable preference shares was compounded annually and the accumulated interest as at 31 December 2016 and 30 June 2016 is $183,074,153. The redeemable preference shares are subordinated to the High Yield Bond, Revolving Credit Facility, finance leases and the cross currency interest rate swap. In June 2016, the terms of the Redeemable Preference Shares were amended which had the effect of classifying these instruments from debt

Barminco Holdings Pty Limited Notes to the unaudited interim consolidated financial statements (continued) For the six months ended 31 December 2016 to equity. Under the amendments, interest ceased to accrue from 29 June 2016 and redemption of the RPS is in the control of the issuer.

Existing Gresham Investors comprise Perpetual Corporate Trust Limited as custodian for Gresham Funds Management Limited (in its capacity as responsible entity of the Gresham Private Equity Co-Investment Fund), Gresham Nominees 1 Pty Limited in its capacity as trustee of the Gresham Private Fund No.2a, Gresham Nominees 2 Pty Limited in its capacity as trustee of the Gresham Private Fund No.2b, Gresham Private Equity Limited in its capacity as custodian for the Plan Members in the Gresham Private Fund No.2 Co-Investment Plan, and Gresham Partners Capital Limited in its capacity as custodian for the wholesale investors.

Consulting fees

A consultancy agreement between Gresham Private Equity Limited and the Group was made in August 2007 as part of the sale of Barminco Limited to Barminco Finance Pty Ltd. The consultancy fee of $666,666 (2015: $666,666) per annum (exclusive of GST) is payable for the provision of corporate and financial advice. Costs incurred during the six month period to 31 December 2016: $333,333 (six months to 31 December 2015: $333,333). The firm has been appointed as lead consultant for the refinancing of long term debt facilities. The refinancing is expected to conclude by the end of the financial year.

Director fees

Board members on the Barminco Holdings Board representing Gresham Private Equity are entitled to director fees. Gresham directors had waived their directors fees from January 2015 to December 2015.

Costs incurred during the six month period to 31 December 2016: $115,000 (six months to 31 December 2015: Nil).

Travel costs

Travel costs reimbursed to Gresham Private Equity Limited for the period was $56,779 (six months to December 2015: $22,841).

c) Other related party transactions

Key Management Personnel

At 31 December 2016 and 30 June 2016 management and prior management are the beneficial owners of 500,000 ordinary shares representing 10% of Barminco Holdings and 3,396,945 redeemable preference shares representing 3% of the redeemable preference shares on issue at that date. In June 2016, the terms of the Redeemable Preference Shares were amended which had the effect of classifying these instruments from debt to equity. Under the amendments, interest ceased to accrue from 29 June 2016 and redemption of the RPS is in the control of the issuer.

Interest on the redeemable preference shares was compounded annually and the accumulated interest as at 31 December 2016 and 30 June 2016 is $6,043,650.

AUMS Joint Ventures

Barminco has a 50% interest in the AUMS Joint Ventures (see Note 9), which provides underground hard-rock contract mining services to mining companies in certain countries in West Africa and Tanzania. The other 50% is owned by ASX-listed Ausdrill Limited (Ausdrill). 6.38% of Ausdrill is owned by Peter Bartlett. Ausdrill provide services to AUMS at normal commercial terms.

At 31 December 2016 a subsidiary of the Group, Barminco Ltd had a related party trade debtor of $960,978 (30 June 2016: $578,806) owing from AUMS joint venture entities which is recognised in the Group’s statement of financial position. 50% of the margins earned by the Group on sales to AUMS are eliminated on consolidation.

Barminco Holdings Pty Limited Notes to the unaudited interim consolidated financial statements (continued) For the six months ended 31 December 2016 17. Subsidiaries There has been no change to existing subsidiaries since the last annual report. New subsidiaries were established during the period to conduct business in India. Barminco Indian Underground Mining Services LLP is a limited liability partnership and was established in India during the period to provide mining services. Barminco India Holdings Pty Ltd and Barminco India Investments Ltd are equal joint partners in Barminco Indian Underground Mining Services LLP.

18. Contingencies a) Contingent liabilities

Contingent liabilities include;

(i) bank guarantees provided under the syndicated debt working capital facilities;

(ii) insurance performance bonds for mining clients.

The table below outlines the exposure and limits respectively.

Outstanding

as at 31 Dec 2016

Limit as at

31 Dec 2016

Outstanding as at

30 June 2016

Limit as at

30 June 2016

$’000 $’000 $’000 $’000

Bank guarantee 460 460 361 361 Insurance bond - - 1,000 1,000

460 460 1,361 1,361

b) Other

A jointly controlled entity (AUMS Mali) has been the subject of a routine taxation inspection by the Mali tax authority. The authority has assessed additional taxes. The company is currently working with the tax authorities in Mali for resolution. The total additional tax assessed on the jointly controlled entity is $21,500,000 of which $8,300,000 has been provided for in the 30 June 2016 financial statements. Based on legal advice received, the company believes that no additional tax liability exists and therefore no additional taxation provision is recognised. The maximum assessment for additional tax that has not been provided for is the equivalent of A$6,600,000 being the 50% Group’s share.

19. Subsequent events There have been no matters or significant events that have arisen since 31 December 2016 that have or may significantly affect the operations, results, or state of affairs of the Group

Barminco Holdings Pty Limited

Directors’ Declaration For the six months ended 31 December 2016

In the opinion of the directors of Barminco Holdings Pty Limited:

(a) the consolidated financial statements and notes set out on pages 3 to 25:

(i) are not prepared for statutory reporting purposes

(ii) (ii)

are prepared in accordance with International Financial Reporting Standards present fairly the consolidated entity's financial position as at 31 December 2016 and of its performance for the period ended on that date, and

(b) there are reasonable grounds to believe that the Group will be able to pay its debts as and when theybecome due and payable.

This declaration is made in accordance with a resolution of directors.

K. Gordon Chairman Perth, WA, 3rd March 2017

Barminco Holdings Pty Limited

Independent auditor’s review report For the six months ended 31 December 2016

ABCD

Management’s responsibility for the interim consolidated financial report

Interim Financial ReportingInterim Financial Reporting.

Auditor’s responsibility

Review of a Financial Report Performed by the Independent Auditor of the Entity,

Interim Financial ReportingInterim Financial Reporting

Interim Financial Reporting Interim Financial Reporting

KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Liability limited by a scheme approved under Professional Standards Legislation.

Barminco Holdings Pty Limited Independent auditor’s review report (continued) For the six months ended 31 December 2016

ABCD

Independence

Conclusion

Interim Financial ReportingInterim Financial Reporting

BARMINCO HOLDINGS PTY LIMITED ABN 85 126 398 276

Annual Financial Report For the year ended 30 June 2016

Barminco Holdings Pty Limited

The above consolidated statement of profit and loss and other comprehensive income should be read in conjunction with the accompanying notes.

Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2016 2016 2015 Notes $’000 $’000

Revenue 5 507,932 492,917 Other income 1,122 1,159 Consumables used (152,515) (152,521) Employee benefits expense 6(a) (197,265) (207,205) Contractor and consultant expenses 6(b) (30,368) (20,023) Depreciation of property, plant and equipment 13 (48,927) (52,298) Amortisation of intangible assets 14 (730) (1,017) Other expenses (25,354) (19,239)

Results from operating activities 53,895 41,773

Share of profit from equity accounted investments, net of tax 12 9,983 14,615 Net financing costs 6(d) (98,040) (108,679)

Loss before income tax (34,162) (52,291) Income tax benefit/(expense) 8(a) 76,619 (377)

Profit/(Loss) for the year attributable to equity holders of the Company 42,457 (52,668)

Other comprehensive income/(loss) Items that may be reclassified to profit or loss

Effective portion of changes in fair value of cash flow hedges 19(b) 4,967 1,384 Foreign currency translation differences – foreign operations 19(c) 1,004 2,816

Other comprehensive income/(loss) for year, net of tax 5,971 4,200

Total comprehensive income/(loss) attributable to equity holders of the Company 48,428 (48,468) $ $ Earnings/(Loss) per share

Basic and diluted earnings/(loss) per share 9 8.494 (10.560)

Barminco Holdings Pty Limited

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

Consolidated statement of financial position As at 30 June 2016

30 June 2016 30 June 2015 Notes $’000 $’000

ASSETS

Cash and cash equivalents 70,647 104,844 Trade and other receivables 10 48,469 57,473 Inventories 11 19,696 25,292 Prepayments 3,068 5,574

Total current assets 141,880 193,183 Other non-current assets 10 1,918 1,653 Investments accounted for using the equity method 12 69,517 67,342 Derivative financial instruments 16 - 10,545 Property, plant and equipment 13 116,381 114,456 Intangibles 14 260,790 259,235 Deferred tax asset 8 75,277 765

Total non-current assets 523,883 453,996

TOTAL ASSETS 665,763 647,179

LIABILITIES

Trade and other payables 15 57,227 53,959 Borrowings 17 2,592 70 Employee benefits 18(c) 26,195 28,783 Provisions 208 20

Total current liabilities 86,222 82,832 Derivative financial instruments 16 5,419 - Borrowings 17 425,219 860,932 Employee benefits 18(d) 1,645 2,726

Total non-current liabilities 432,283 863,658

TOTAL LIABILITIES 518,505 946,490

NET ASSETS/(LIABILITIES) 147,258 (299,311)

EQUITY

Contributed equity 19 396,442 4,722 Reserves 19 10,670 (2,367) Accumulated losses (259,854) (301,666)

TOTAL EQUITY 147,258 (299,311)

Barminco Holdings Pty Limited

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

Consolidated statement of cash flows For the year ended 30 June 2016

2016 2015 Notes $’000 $’000

Cash flows from operating activities Receipts from customers 566,620 530,545 Payments to suppliers and employees (447,197) (433,889) Interest received 2,501 1,723 Interest paid (53,285) (61,905) Income taxes paid (645) (817)

Net cash inflow from operating activities 23 67,994 35,657

Cash flows from investing activities

Payments for property, plant and equipment and intangibles (44,739) (45,177) Proceeds from sale of property, plant and equipment 2,147 6,321 Loans repaid by joint venture entities - 7,411 Dividends received from joint venture entities 8,816 17,663 Purchase of investments (3) -

Net cash outflow from investing activities (33,779) (13,782)

Cash flows from financing activities

Proceeds from reset of cross currency interest rate swaps 32,085 118,791 Repurchase of senior notes (95,299) (119,451) Finance lease payments (4,676) (10,209) Payments for transaction costs related to loans and borrowings (380) (200) Loans to key management LTI scheme (148) (1,780)

Net cash outflow from financing activities (68,418) (12,849)

Net increase/(decrease) in cash and cash equivalents (34,203) 9,026

Effect of exchange rate fluctuations on cash held 6 - Cash and cash equivalents at beginning of the year 104,844 95,818

Cash and cash equivalents at end of the year 70,647 104,844

Barm

inco

Hol

ding

s Pty

Lim

ited

The

abov

e co

nsol

idat

ed st

atem

ent o

f cha

nges

in e

quity

shou

ld b

e re

ad in

con

junc

tion

with

the

acco

mpa

nyin

g no

tes.

Cons

olid

ated

stat

emen

t of c

hang

es in

equ

ity

For t

he y

ear e

nded

30

June

201

6

Fo

reig

n In

tere

st

Rede

emab

le

Tota

l

Curr

ency

Fr

ee

O

rdin

ary

Pref

eren

ce

Cont

ribut

ed

Hedg

ing

Tran

slat

ion

Loan

Le

gal

Accu

mul

ated

To

tal

Shar

es

Shar

es

Equi

ty

Rese

rve

Rese

rve

Rese

rve

Rese

rve

Loss

es

Equi

ty

N

otes

$’

000

$’00

0 $’

000

$’00

0 $’

000

$’00

0 $’

000

$’00

0 $’

000

Bala

nce

at 1

July

201

5

4,72

2 -

4,72

2 (1

0,34

2)7,

588

-38

7 (3

01,6

66)

(299

,311

) To

tal c

ompr

ehen

sive

inco

me

for t

he y

ear

Pr

ofit/

(loss

) for

the

year

- -

- -

- -

- 42

,457

42

,457

O

ther

com

preh

ensiv

e in

com

e/(lo

ss)

Ch

ange

s in

the

fair

valu

e of

cas

h flo

w h

edge

s,

net o

f tax

19

(b)

- -

- 4,

967

- -

- -

4,96

7

Chan

ges

in t

he f

orei

gn e

xcha

nge

tran

slatio

n re

serv

e 19

(c)

- -

- -

1,00

4 -

- -

1,00

4

Chan

ges i

n th

e le

gal r

eser

ve

19(d

) -

- -

-

645

(645

) -

Tota

l oth

er c

ompr

ehen

sive

inco

me/

(loss

)

- -

- 4,

967

1,00

4 -

645

(645

) 5,

971

Tota

l com

preh

ensi

ve in

com

e/(lo

ss) f

or th

e ye

ar

-

- -

4,96

7 1,

004

-64

5 41

,812

48

,428

Tr

ansa

ctio

ns w

ith o

wne

rs o

f the

Com

pany

Chan

ges i

n th

e in

tere

st fr

ee lo

an re

serv

e

19(e

)

6,42

1

6,

421

Rede

emab

le

Pref

eren

ce

Shar

es

clas

sifie

d to

eq

uity

19

(a)

- 39

1,72

0 39

1,72

0 -

- -

- -

391,

720

Tota

l tra

nsac

tions

with

ow

ners

of t

he C

ompa

ny

-

391,

720

391,

720

- -

6,42

1-

- 39

8,14

1

Bala

nce

at 3

0 Ju

ne 2

016

4,

722

391,

720

396,

442

(5,3

75)

8,59

2 6,

421

1,03

2 (2

59,8

54)

147,

258

Barm

inco

Hol

ding

s Pty

Lim

ited

Cons

olid

ated

stat

emen

t of c

hang

es in

equ

ity (c

ontin

ued)

Fo

r the

yea

r end

ed 3

0 Ju

ne 2

015

The

abov

e co

nsol

idat

ed st

atem

ent o

f cha

nges

in e

quity

shou

ld b

e re

ad in

con

junc

tion

with

the

acco

mpa

nyin

g no

tes.

Fore

ign

Cu

rren

cy

Co

ntrib

uted

He

dgin

g Tr

ansl

atio

n Le

gal

Accu

mul

ated

To

tal

Equi

ty

Rese

rve

Rese

rve

Rese

rve

Loss

es

Equi

ty

N

otes

$’

000

$’00

0 $’

000

$’00

0 $’

000

$’00

0 Ba

lanc

e at

1 Ju

ly 2

014

4,

719

(11,

726)

4,

772

- (2

48,6

11)

(250

,846

) To

tal c

ompr

ehen

sive

inco

me

for t

he y

ear

Pr

ofit/

(loss

) for

the

year

- -

- -

(52,

668)

(5

2,66

8)

Oth

er c

ompr

ehen

sive

inco

me/

(loss

)

Chan

ges i

n th

e fa

ir va

lue

of c

ash

flow

hed

ges,

net

of t

ax

19(b

) -

1,38

4 -

- -

1,38

4 Ch

ange

s in

the

fore

ign

exch

ange

tran

slatio

n re

serv

e 19

(c)

- -

2,81

6 -

- 2,

816

Chan

ges i

n th

e le

gal r

eser

ve

19(d

) -

-

387

(387

) -

Tota

l oth

er c

ompr

ehen

sive

inco

me/

(loss

)

- 1,

384

2,81

6 38

7 (3

87)

4,20

0 To

tal c

ompr

ehen

sive

inco

me/

(loss

) for

the

year

- 1,

384

2,81

6 38

7 (5

3,05

5)

(48,

468)

Tr

ansa

ctio

ns w

ith o

wne

rs o

f the

Com

pany

Ord

inar

y sh

ares

allo

tted

3 -

- -

- 3

Tota

l tra

nsac

tions

with

ow

ners

of t

he C

ompa

ny

3

- -

- -

3

Bala

nce

at 3

0 Ju

ne 2

015

4,

722

(10,

342)

7,

588

387

(301

,666

) (2

99,3

11)

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016

Contents of the notes to the financial statements 1 Corporate information

2 Basis of preparation 3 Summary of significant accounting policies 4 Financial risk management 5 Revenue 6 Expenses 7 Remuneration of auditors 8 Income tax 9 Earnings per share 10 Trade and other receivables 11 Inventories 12 Jointly controlled entities 13 Property, plant and equipment 14 Intangibles 15 Trade and other payables 16 Derivative financial instruments 17 Borrowings 18 Employee benefits 19 Capital and reserves 20 Financial Instruments 21 Commitments 22 Segment reporting 23 Notes to the consolidated statement of cash flows 24 Share-based payments 25 Related parties 26 Subsequent events 27 Subsidiaries 28 Deed of cross guarantee 29 Parent entity disclosures 30 Contingencies

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016

1. Corporate information Barminco Holdings Pty Limited (“the Company”) is a for profit company limited by shares, incorporated and domiciled in Australia. The Company was registered on 5 July 2007. The address of the Company’s registered office is 390 Stirling Crescent Hazelmere, Western Australia, 6055. The Group is a for profit entity and is primarily involved in underground contract development and production mining, and development projects in Australia, Egypt, Tanzania and West Africa.

The annual financial report of the Company for the year ended 30 June 2016 comprises the Company and its subsidiaries (the “Group”) and the Group’s interest in joint arrangements.

The annual financial report was authorised for issue by the Board of Directors on 5th of September 2016.

2. Basis of preparation

a) Statement of Compliance

The annual financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The annual financial report complies with International Financial Reporting Standards (IFRSs) and interpretations adopted by the International Accounting Standards Board (IASB).

b) Basis of measurement

The annual financial report is prepared in accordance with the historical cost convention, except for certain derivative financial instruments which, as noted, are at fair value.

c) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The financial report is presented in Australian dollars, which is Barminco Holdings Pty Limited’s functional and presentation currency and also the functional currency of the majority of the Group.

d) Going concern basis

The financial report has been prepared on the going concern basis which contemplates realisation of assets and settlement of liabilities in the normal course of business.

In June 2016, the terms of the Redeemable Preference Shares were amended which had the effect of classifying these instruments as equity for accounting purposes. The Shareholder Loan Note Deed Poll was also amended and interest ceased to be accrued from 29 June 2016. Consequently, the liability was reduced by discounting the loan. As a result of the RPS being classified as equity and the discounting of the shareholders loan, net assets increased by $400,892,000. In addition, the recognition of deferred tax assets including carried forward tax losses in Australia (Note 8) further increased net assets by $74,801,000. The net assets of the Group at 30 June 2016 were $147,258,000 (2015: Net liability $299,311,000). Based on the longer term refinancing, as the High Yield Bonds are due to mature in 2018, and the expected growth of the Group over the next five years, the Directors have a reasonable expectation that liabilities will be met when due.

The Group reported a profit for the year after tax of $42,457,000 (year ended 30 June 2015: loss of $52,668,000). These financial results include an expense of $48,042,000 and $2,354,000 (year ended 30 June 2015: $42,199,000 and $2,065,000) for capitalised interest on redeemable preference shares and shareholder loans within the Group.

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 e) Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

(i) Critical accounting estimates and assumptions

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

Goodwill and other indefinite life intangible assets

The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 3(k). The recoverable amounts of cash-generating units have been determined based on value-in-use- calculations. These calculations require the use of assumptions, including the continued performance of contracted work, estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows.

Recovery of deferred tax assets

Deferred tax assets are recognised for deductible temporary differences and tax losses only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Measurement of fair values

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

Significant valuation issues are reported to the Group Audit and Risk Committee.

When measuring the fair value of an asset or liability, the Group uses market observable data as far as possible. Fair values categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or(i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the following notes:

Note 20 – Financial Instruments

Note 24 – Share based payments

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016

(ii) Critical judgements in applying the entity’s accounting policies

Useful lives of plant and equipment

The Group’s management determines the estimated useful lives and related depreciation charges for its plant and equipment. The Group's business depends on a large quantity of plant and equipment. At 30 June 2016, the Group's property, plant and equipment had a total book value of $116,381,000 (2015: $114,456,000) largely consisting of heavy mining equipment that has a finite operational life. As a result, depreciation has a significant impact on the Group's financial results.

When the Group acquires new heavy mining equipment, it is recorded as an asset on the balance sheet at cost, and then depreciated on a usage basis over its estimated useful life, after which it is carried at a predetermined residual value until sold, disposed of or rebuilt.

The estimation of the useful lives of this equipment therefore has a substantial effect on the amount of depreciation charged to the income statement and the residual book value of the plant and equipment recorded on the balance sheet.

The usage basis of depreciation means when strategic heavy mining equipment is not working at a site for an extended period, usually a minimum of one month, depreciation is charged to the income statement at a rate of 10% until the equipment returns to service.

From time to time, the Group sells used equipment; this includes sales under some of its mining contracts that include the option to purchase. If the sale price differs from the carrying value of the equipment at the time, the gain or loss is recorded as other income on the Group's income statement.

When the Group rebuilds equipment, the direct costs of the labour and materials, together with an allocation of the fixed workshop overhead costs, are added to the carrying value of the rebuilt asset, and the asset continues to be depreciated based on a revised estimated useful life, determined by management on the basis of historical average operational usage for rebuilt equipment.

f) Rounding of amounts

The Company is of a kind referred to in Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to the ''rounding off'' of amounts in the financial report. Amounts in the financial report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar.

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016

g) Accounting standards and interpretations issued but not yet effective

At the date of this financial report, the following standards and interpretations, which may impact the Group in the period of initial application, have been issued but not yet effective: AASB’s and Interpretations

Summary Application date (financial year beginning)

Application date for the Group (financial year beginning)

AASB 15 Revenue Contracts with Customers AASB 2014-5 Amendments to Australian Accounting Standards arising from AASB 15 AASB 2015-8 Amendments to Australian Accounting Standards- Effective Date of AASB 15

This Standard contains a single model that applies to contracts with customers and two approaches to recognising revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognised.

1 January 2018 1 July 2018

AASB 9 Financial Instruments (December 2014) AASB 2014-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2014) AASB 2014-8 – Amendments to Australian Accounting Standards arising from AASB 9 (December 2014) Application of AASB 9 (December 2009) and AASB 9 (December 2010)

This Standard supersedes both AASB 9 (December 2010) and AASB 9 (December 2009) when applied. It includes revised guidance on the classification and measurement of financial assets, including a new expected credit loss model for calculating impairment, and supplements the new general hedge accounting requirements previously published.

1 January 2018 1 July 2018

AASB 16 AASB 16 removes the classification of leases 1 January 2019 1 July 2019

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 AASB’s and Interpretations

Summary Application date (financial year beginning)

Application date for the Group (financial year beginning)

Leases as either operating leases or finance leases – for the lessee – effectively treating all leases as finance leases. Short-term leases (less than 12 months) and leases of low-value assets (such as personal computers) are exempt from the lease accounting requirements. There are also changes in accounting over the life of the lease. In particular, companies will now recognise a front-loaded pattern of expenses for most leases, even when they pay constant annual rentals. Lessor accounting remains similar to current practice- i.e. lessors continue to classify leases as finance and operating leases.

The group has not elected to adopt any new accounting standards early.

h) New and amended accounting standards and interpretations

For the group, the following standards became effective during the year. The changes have not had any material impact on the Group. AASB’s and Interpretations

Summary

AASB 2015-3 Amendments to Australian Accounting Standards arising from the withdrawal of AASB 1031 Materiality.

The Standard completes the AASB’s project to remove Australian guidance on materiality from Australian Accounting Standards.

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 3. Summary of significant accounting policies The accounting policies set out below have been applied consistently to all years presented in these annual financial reports, and have been applied consistently by the Group, except as explained in note 2(i), which address’ changes in accounting policies.

a) Basis of consolidation

(i) Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated.

Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(ii) Interests in equity-accounted investees

A joint venture is an arrangement in which the Group controls jointly with one or more other investors, and over which the Group has rights to a share of the net assets of the arrangement, rather than direct rights to underlying assets and obligations for underlying liabilities.

Interests in the joint ventures are accounted for using the equity method.

The carrying amount of the investment in joint ventures is increased or decreased to recognise the Group’s share of profit or loss and other comprehensive income of the joint venture, adjusted where necessary to ensure consistency with the accounting policies of the Group.

(iii) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising for intra-group transactions, are eliminated. Unrealised gains arising for transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in those entities. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

b) Business combinations

For every business combination, the Group identifies the acquirer, which is the combining entity that obtains control of the other combining entities or businesses. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The acquisition date is the date on which control is transferred to the acquirer. Judgement is applied in determining the acquisition date and determining whether control is transferred from one party to another.

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016

Measuring goodwill

The Group measures goodwill as the fair value of the consideration transferred including the recognised amount of any non-controlling interest in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date.

Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Group to the previous owners of the acquiree, and equity interests issued by the Group. Consideration transferred also includes the fair value of any contingent consideration and share-based payment awards of the acquiree that are replaced mandatorily in the business combination.

If a business combination results in the termination of pre-existing relationships between the Group and the acquiree, then the lower of the termination amount, as contained in the agreement, and the value of the off-market element is deducted from the consideration transferred and recognised in other expenses.

Share-based payment awards

When share-based payment awards are exchanged (replacement awards) for awards held by the acquiree’s employees (acquiree’s awards) relate to past services, then a part of the market-based measure of the awards replaced is included in the consideration transferred.

If they require future services, then the difference between the amount included in consideration transferred and the market-based measure of the replacement awards is treated as post-combination compensation cost.

Contingent liabilities

A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably.

Non-controlling interest

The Group measures any non-controlling interest at its proportionate interest in the identifiable net assets of the acquiree.

Transaction costs

Transaction costs that the Group incurs in connection with a business combination, such as finder’s fees, legal fees, due diligence fees, and other professional and consulting fees, are expensed as incurred.

c) Foreign Currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The financial report is presented in Australian dollars, which is Barminco Holdings Pty Limited’s functional and presentation currency and also the functional currency of the majority of the Group.

(i) Foreign currency transactions

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss, except when they are recognised in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.

Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. Translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in the profit or loss as part of the fair value gain or loss. Translation differences on non-monetary

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 assets such as equities classified as available-for-sale financial assets are recognised in other comprehensive income (OCI).

(ii) Foreign operations

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; income and expenses for each profit or loss are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are taken to shareholders’ equity. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences are recognised in the profit or loss, as part of the gain or loss on sale where applicable.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entities and translated at the closing rate.

d) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of trade allowances and rebates.

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Group’s activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved.

(i) Rendering of services

Sales of contracting and consulting services are recognised in the accounting year in which the services are rendered.

(ii) Sale of goods

Revenue on sale of goods is recognised once risks of ownership have been transferred to the buyer.

e) Income tax

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the annual financial report. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and they relate to income taxes levied by the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

Barminco Holdings Pty Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. The head entity, Barminco Holdings Pty Limited, and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand-alone taxpayer in its own right.

f) Cash and cash equivalents

For the purposes of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known accounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.

g) Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for impairment (note 3(k). Trade receivables are generally due for settlement within 15 to 30 days.

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. An allowance account (impairment of trade receivables) is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.

Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired.

The amount of the impairment loss is recognised in the profit or loss in other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent year, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the profit or loss.

h) Property, plant and equipment

All items of property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. The cost of self-constructed assets includes the cost of materials, direct labour, the initial estimate, where relevant of dismantling the items and an appropriate proportion of production overheads. All other repairs and maintenance are charged to the profit and loss during the reporting year in which they are incurred.

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 Land is not depreciated. Depreciation on other assets is calculated using the straight-line or the usage method to allocate their cost, net of their residual values, over their estimated useful lives, as follows: Plant and equipment (including finance leased items) 1 – 10 years Motor vehicles 2 – 8 years Buildings 2 – 25 years Furniture and fittings 2 – 15 years

The residual values and useful lives of assets are reviewed, and adjusted if appropriate, at each reporting date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 3(k)).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the profit or loss.

i) Inventories

Stores, work in progress and finished goods are stated at the lower of cost and net realisable value.

Costs of purchased inventory are determined after deducting rebates and discounts. The cost of work in progress comprises direct materials, direct labour, and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on a weighted average cost basis.

Barminco inventory is categorised into a number of groupings across consumables and equipment spares.

Management carries out a detailed review of inventory in these groups to determine the level of obsolescence required based on usage, recoverable amounts, and alignment to current equipment fleet.

Net realisable value is the estimated ordinary selling price less the costs necessary to make the sale.

j) Intangible assets

(i) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary at the date of acquisition.

Goodwill on acquisition of a subsidiary is included in intangible assets. Goodwill is not amortised. Instead, goodwill is tested annually for impairment (note 3(k)), or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

(ii) Customer contracts and customer relationships

Customer contracts and customer relationship intangibles arising from a business combination are recorded at fair value at the date of acquisition (separate from goodwill), being the present value of identified contracted net cash flow streams and estimated net cash flow streams on estimated contract renewals, respectively, and are amortised based on their expected pattern of consumption of the expected future economic benefits embodied in the contracts and relationships. Accumulated impairment losses are deducted from the cost of the customer contracts and relationships.

The estimated useful life of customer relationships is 2 – 13 years.

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016

(iii) Capitalised Software

Capitalised Software, including internally developed software, is measured on initial recognition at cost. Following initial recognition, capitalised software is carried at cost less any accumulated amortisation and accumulated impairment losses. All costs incurred during the preliminary stage of a software project and post implementation costs are expensed to profit and loss as incurred. Amortisation of capitalised software begins when implementation is complete and the software is available for use. It is amortised over the period of expected future benefit, and is recorded in profit and loss. Amortisation of software is calculated using the straight-line method over estimated useful lives which is between 5- 6 years.

k) Impairment of non-financial assets

The carrying amounts of the Group’s assets, other than inventories and deferred tax assets, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated (see below).

For goodwill, the recoverable amount is estimated annually or more frequently if events or changes in circumstances indicate that goodwill might be impaired.

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss.

(i) Calculation of recoverable amount

For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purposes of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.

The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

(ii) Reversals of impairment

Impairment losses, other than in respect of goodwill, are reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimate used to determine the recoverable amount. An impairment loss in respect of goodwill is not reversed.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

l) Leases

Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair value of the leased property, or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in current and non-current lease liabilities.

Each lease payment is allocated between the liability and the finance cost. The finance cost is charged to the profit or loss over the lease year so as to produce a constant periodic rate of interest on the remaining balance of the liability for each year.

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases (note 21). Payments made under operating leases (net of any incentives received from the lessor) are charged to the profit or loss on a straight-line basis over the period of the lease.

m) Investments and other financial assets

(i) Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are classified as held for trading unless they are designated as hedges.

(ii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting date which are classified as non-current assets. Loans and receivables are included in trade and other receivables (note 10) or other non-current assets in the statement of financial position.

(iii) Recognition and de-recognition

Regular purchases and sales of financial assets are recognised on trade-date, that is the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs with the exception of financial assets carried at fair value through the profit or loss which are recognised at fair value with transaction costs expensed to the profit or loss. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

(iv) Subsequent measurement

Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest method. Financial assets at fair value through profit or loss are subsequently carried at fair value.

(v) Impairment

The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired (note 3(k).

n) Derivatives and hedging activities (cash flow hedges)

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

The Group documents at the inception of the hedging transaction, the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.

The fair values of various derivative financial instruments used for hedging purposes are disclosed in note 16.

(i) Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the profit or loss within finance costs.

Amounts accumulated in equity are recognised in the profit or loss in the years when the hedged item affects profit or loss. When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the profit or loss.

When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the profit or loss.

o) Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 – 60 days of recognition.

p) Borrowings and financing costs

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the profit or loss over the year of the borrowings using the effective interest method.

Transaction costs that are directly related to financing facilities are recognised as an expense on a straight line basis over the commitment period. Transaction costs for facilities are recognised as a prepayment in the statement of financial position.

Preference shares, which are mandatorily redeemable on a specific date, are classified as liabilities. The dividends on these preference shares are recognised in the profit or loss as finance costs. Preference shares, which are not mandatorily redeemable on a specific date, are classified as equity. The dividends on these preference shares are recognised in the Statement of Changes in Equity.

Borrowings are removed from the statement of financial position when the obligation specified in the contract is discharged, cancelled, or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in finance costs.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Borrowing costs incurred on the construction of qualifying assets are capitalised during the period of time required to complete and prepare the asset for its sale or use. Other borrowing costs are expensed.

Interest expense is recognised on a time proportion basis using the effective interest method.

q) Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

A provision for onerous contract is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognises any impairment loss on the assets associated with that contract.

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016

r) Employee benefits

(i) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(ii) Long service leave

The liability for long service leave is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and years of service. Expected future payments are discounted using market yields at the reporting date on corporate bond rates with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

(iii) Share based payment transactions

The Group provided benefits to employees in the form of share based payment transactions, approved by shareholders, whereby employees render services in exchange for shares or rights over shares. The last options expired in 2015. There are currently no share option and performance rights programmes which provide benefits to executives and other employees.

The fair value of awards granted are recognised as an employee benefits expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the year during which the employees become unconditionally entitled to the awards. The fair value of the awards granted is measured using a Black Scholes model, taking into account the terms and conditions upon which the awards were granted. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.

The amount recognised as an expense is adjusted to reflect the actual number of share awards that vest except where forfeiture is only due to total shareholder returns or market prices not achieving the threshold for vesting.

(iv) Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Re-measurements are recognised in profit or loss in the period in which they arise.

(v) Termination benefits

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the end of the reporting period, then they are discounted.

s) Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Redeemable preference shares with no mandatory redeemable date are classified as equity.

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 t) Goods and Services Tax (GST)

Revenues, expenses, and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case, it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.

u) Segment reporting

The Group determines and presents operating segments based on the information that internally is provided to the Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”), who are collectively the Group’s chief operating decision makers.

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components.

All operating segments’ operating results are regularly reviewed by the Group’s CEO and COO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

4. Financial risk management The Group has exposure to the following risks from their use of financial instruments:

Credit risk Liquidity risk Market risk

This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. Further quantitative disclosures are included throughout this annual financial report.

a) Risk management

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Audit and Risk Committee (“ARC”) is responsible for the review of the risk management policy which identifies, assesses, monitors, and manages the material risk throughout the Group. The ARC reports regularly to the Board of Directors on its activities.

The Board of Directors oversees how management monitors compliance with the Group’s risk management policies and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Board of Directors is assisted in its oversight role by the ARC.

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 b) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and cash and cash equivalents.

(i) Cash and cash equivalents

The cash and cash equivalents of the Group are held with management approved financial institutions. Currently these institutions are Secured Creditors of the Group. Counterparty credit worthiness is assessed on an ongoing basis.

(ii) Trade and other receivables

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Group’s customer base, including the default risk of the industry and country, in which customers operate, has less of an influence on credit risk. Approximately 20% (year ended 30 June 2015: 19%) of the Group’s revenue is attributable to sales transactions with a single customer. Geographically, the concentration of credit risk is in Australia.

Under the Group’s systems and procedures each new customer is analysed individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. The exposure to credit risk is monitored on an ongoing basis. The Group’s review includes external ratings, when available.

Credit risk is minimised by entering into credit insurance for customers whose individual exposure is considered to be material to the Group. Currently all customers have been assessed as credit worthy and no credit insurance is in place.

More than 81.2% (2015: 79.8%) of the Group’s trade receivables exposed to credit risk are from customers who have been transacting with the Group for over three years.

The Group has established a process to review for impairment that represents its estimate of incurred losses in respect of trade and other receivables. No impairment charges were recognised for the year (year ended 30 June 2015: Nil).

(iii) Guarantees

The Group’s policy is to provide financial guarantees only to or for subsidiaries.

(iv) Derivatives

The derivatives are entered into with management approved bank and financial institution counterparties.

c) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group manages liquidity risk by maintaining adequate reserves, banking facilities, and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

The Group has banking facilities that mature as follows:

High Yield Bonds: $411,493,000 (in 1 June 2018) Revolving credit facility: $19,000,000 (in 28 February 2018)

The Group’s High Yield Bonds were issued subject to various covenants. A future breach of covenant may require the Group to repay the bonds earlier than indicated in the table presented in note 20.

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 The Group’s revolving credit facility is subject to debt covenants. A future breach of covenant may prevent the Group from drawing down against the facility or result in any future drawdowns becoming due before the maturity date of 28 February 2018. The Revolving Credit Facility, finance leases and the cross currency interest rate swap are secured by the Barminco Group Australian assets. Refer to note 17.

d) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group’s income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

The Group enters into derivative contracts to hedge market risk on its variable interest bearing financial liabilities. The Group applies hedge accounting to manage volatility in profit and loss.

(i) Currency risk

The Group is exposed to currency risk on sales and purchases that are denominated in a currency other than the functional currencies of the Group, primarily of the Australian dollar (AUD). Other currencies in which these transactions primarily are denominated are United States Dollar (USD), and Egyptian Pound (EGP).

The Group is exposed to foreign currency risk on plant and equipment purchases that are denominated in a currency other than the AUD. The currency giving rise to this risk is primarily USD.

In respect of other monetary assets and liabilities held in currencies other than the AUD, the Group ensures that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.

In May 2013 the Group issued High Yield Bonds in United States Dollars for US$485 million. During the financial year the Group repurchased 79.8 million of the bonds (2015: 98.9 million). The remaining face value of the High Yield Bonds as at 30 June 2016 is US$306 million (note 17). The currency risk attached to the remaining bonds is being hedged 100% by a cross currency interest rate swap which has fixed principal and interest rate repayments over the life of the bond in AUD (note 16). The swap is being accounted for as a cash flow hedge and is 100% effective in eliminating currency risk with respect to the High Yield Bonds.

(ii) Interest rate risk

The Group’s variable rate borrowings are exposed to a risk of change in cash flows due to changes in interest rates.

e) Capital management

The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 17, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves, and accumulated losses as disclosed in note 19. The Group operates globally, primarily through subsidiary companies established in the markets in which the Group trades. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements except for gearing covenants.

The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.

The Board of Directors monitors the capital structure periodically. As a part of this process the Board considers the cost of capital and the risks associated with each class of capital. Based on recommendations of the Board the Group will balance its overall capital structure through new share issues and the issue of new debt.

(i) Capital risk management

The Group's objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group monitors capital using a gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings less cash and cash equivalents. In June 2016, the terms of the Redeemable Preference Shares were amended which had the effect of classifying these instruments as equity for accounting purposes. In the 2015 comparative, net debt is calculated as total borrowings excluding redeemable preference shares less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the statement of financial position plus redeemable preference shares plus net debt.

The gearing ratios at 30 June 2016 and 30 June 2015 were as follows:

2016 2015 Notes $’000 $’000 Total borrowings 17 432,709 870,480 Less: Redeemable preference shares - (343,617) Less: Cash and cash equivalents (70,647) (104,844) Net debt 362,062 422,019 Total equity (including redeemable preference shares) 147,258 43,356

Total capital 509,320 465,375

Gearing ratio (excluding RPS) 71% 91%

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 2016 2015 $’000 $’000

5. Revenue Services 505,348 490,635 Sale of goods 2,584 2,282

507,932 492,917

6. Expenses

a) Employee benefits expenses Wages and salaries (185,659) (189,061) Compulsory superannuation payments (15,274) (16,107) (Increase)/decrease in employee leave entitlements 3,668 (2,037)

(197,265) (207,205)

b) Contractor and consultant expenses Contractors – mechanical (4,219) (1,043) Contractors – electrical (7,368) (7,042) Contractors – mining (7,327) (5,071) Contractors and consultants - other (11,454) (6,867)

(30,368) (20,023)

c) Other expenses

Other expenses for the year include the following specific expenses: Operating lease expense (7,652) (6,802) Foreign currency gain/(loss) (net) (56) 1,539

d) Net financing costs Interest payable on redeemable preference shares and shareholder loan notes (50,396) (44,264) Amortisation of borrowing costs (6,135) (8,188) Interest and finance charges paid/payable on borrowings (55,320) (59,416) Interest paid/payable on finance leases (358) (660) Gain on repurchase of High Yield Bonds 13,285 4,206 Other interest paid/payable (1,615) (2,462) Interest income 2,499 2,105

(98,040) (108,679)

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 2016 2015 $ $

7. Remuneration of auditors

During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms:

a) Audit services KPMG Australia Audit of financial report 180,000 161,404

Overseas KPMG firms

Assurance services 70,317 53,317 250,317 214,721

b) Other services KPMG Australia Tax compliance and advisory services 100,758 104,796

Overseas KPMG firms

Tax compliance services 26,018 4,894 126,776 109,690

8. Income tax a) Income tax benefit/(expense)

(i) Tax recognised in profit and loss Current income tax

Current year - - Adjustments in respect of current income tax of previous years (645) (289)

(645) (289) Deferred income tax

Benefit from previously unrecognised deferred tax assets 32,096 - Origination and reversal of temporary differences (2,635) (88) Benefit from previously unrecognised tax losses 38,872 - Benefit from current year tax loss recognised 8,931 -

77,264 (88)

Total tax recognised in profit and loss 76,619 (377)

(ii) Tax recognised directly in equity

Income tax of $2,752,000 was charged directly to equity for the year ending 30 June 2016 (year ended 30 June 2015: $ Nil).

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016

(iii) Tax recognised in other comprehensive income

No net income tax amounts were recognised in other comprehensive income for the year ending 30 June 2016 (year ended 30 June 2015: $ Nil).

b) Numerical reconciliation of income tax expense to prima facie tax payable 2016 2015 $’000 $’000

Loss for the year before income tax (34,162) (52,291) Tax benefit at the Australian tax rate of 30% 10,248 15,688

Tax effect of amounts which are not deductible/(taxable) in calculating taxable income:

Non-deductible expenses (1) (8,390) (14,655) Taxable gain on swap close out (1,270) (28,595) Effect of tax rates in foreign jurisdictions 3,532 3,545 Effect of share of profits of equity accounted investees 2,995 4,385 Tax losses utilised in the current year - 21,022 Recognition of previously unrecognised deferred tax assets 31,307 - Temporary differences not recognised - (1,441) Tax losses from foreign subsidiary not recognised - (37) Recognition of previously unrecognised tax losses 38,872 - Foreign tax credits not recoverable (30) - Adjustments in respect of current income tax of previous years (645) (289)

76,619 (377)

(1) Primarily tax effect of thin capitalisation adjustment of $7,388,000 (2015: $13,631,000)

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 c) Unrecognised deferred tax assets 2016 2015 $’000 $’000

Deferred tax assets have not been recognised in respect on the following items: Tax losses (gross) - 94,695 Other deferred tax assets (gross) - 108,028 Total unrecognised deferred tax assets (gross) - 202,723

A Deferred Tax Benefit will only be obtained if:

(i) the relevant company in the Group derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised:

(ii) the relevant company in the Group continues to comply with the conditions for deductibility imposed by tax legislation; and

(iii) No changes in tax legislation adversely affect the relevant company in realising the benefit from the deductions for the losses.

The tax losses recognised in Australia do not expire. Also the deductible temporary differences do not expire under current tax legislation. Deferred tax assets for unused tax losses of $159,343,000 and deductible temporary differences of $89,993,000, have been recognised because it is probable that future taxable profit will be available against which the Group can utilise the benefits therefrom. This recognition of deferred tax assets including carried forward tax losses relates to activities carried out by the Australian business. Management revised its estimates, resulting in the recognition of its deferred tax assets in the current year, given the award of new contracts and reduction in interest bearing debt during the year. The recovery of deferred tax assets require the use of assumptions around maintaining existing contracts, award of new contracts and continuing to meet forecasted cashflows.

During July 2015, the Group’s CCIRS swaps were reset in order to extract value from the swaps and repurchase High Yield Bonds. The gains and proceeds from the swaps are assessable for income tax purposes immediately on reset. High Yield Bonds were also repurchased in October 2015, February 2016 and June 2016. Movement in the carrying value of the High Yield Bonds has created a temporary difference of $103,500,000 (2015:$116,000,000) for which a deferred tax asset has been recognised in 2016 (2015: Deferred tax asset not recognised).

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 d) Recognised deferred tax assets and liabilities

Assets Liabilities Net 2016 2015 2016 2015 2016 2015 $’000 $’000 $’000 $’000 $’000 $’000 Trade and other receivables - - 28 66 28 66 Inventories - - 992 1,025 992 1,025 Property, plant and equipment (476) (765) 8,736 8,269 8,260 7,504 Accrued interest on derivative financial instruments - (159) - - - (159)

Derivative financial instruments (1,626) - - - (1,626) - Trade and other payables (585) (486) - - (585) (486) Employee benefits (7,896) (9,142) - - (7,896) (9,142) Provisions (77) (33) - - (77) (33) Borrowings (31,051) (34,814) 2,752 - (28,299) (34,814) Other items - (344) 1,729 3,210 1,729 2,866 Tax losses carried forward (47,803) - - - (47,803) - Tax (assets)/ liabilities (89,514) (45,743) 14,237 12,570 (75,277) (33,173) Set off of liabilities 14,237 12,570 (14,237) (12,570) - -

DTA not recognised - 32,408 - - - 32,408

Net tax (assets)/liabilities (75,277) (765) - - (75,277) (765)

The above recognised deferred tax asset and deferred tax liabilities are payable/refundable from different tax authorities and have been disclosed in the consolidated statement of financial position separately as follows:

e) Movement in temporary differences during the year

Balance 1 July 2014 $’000

Recognised in profit or

loss $’000

Balance 30 June

2015 $’000

Recognised in profit or

loss $’000

Recognised in equity

$’000

Balance 30 June

2016 $’000

Trade and other receivables 117 (51) 66 (38) - 28 Inventories 908 117 1025 (33) - 992 Property, plant and equipment 8,736 (1,232) 7,504 756 - 8,260 Accrued interest on derivative financial instruments (224) 65 (159) 159 - -

Derivative financial instruments - - - - (1,626) (1,626) Trade and other payables (438) (48) (486) (99) - (585) Employee benefits (8,569) (573) (9,142) 1,246 - (7,896) Provisions (36) 3 (33) (44) - (77) Borrowings - - (34,814) - 6,515 (28,299) Other items (603) 366 2,866 353 (1,490) 1,729 Tax loss carry forwards (744) 744 - (47,803) - (47,803) DTA not recognised/(recognised) - 697 32,408 (31,761) (647) -

(853) 88 (765) (77,264) 2,752 (75,277)

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 9. Earnings per share 2016 2015 $’000 $’000

a) Basic earnings per share

The calculation of basic earnings/(loss) per share at 30 June 2016 was based on the profit attributable to ordinary shareholders of $42,457,000 (loss 2015: $52,668,000) and a weighted average number of ordinary shares outstanding of 4,998,452 (2015: 4,987,241) calculated as follows:

(i) Profit/(loss) attributable to ordinary shareholders Profit/(loss) attributable to ordinary shareholders 42,457 (52,668)

(ii) Weighted average number of ordinary shares Issue ordinary shares at 1 July 4,991,029 4,969,081 Effect of ordinary shares issued 1 Sep 14 - 18,160 Effect of ordinary shares issued 19 Oct 15 7,423 -

Weighted average number of ordinary shares 4,998,452 4,987,241

$ $

Basic earnings/(loss) per share 8.494 (10.560)

b) Diluted earnings per share

There were no dilutive instruments outstanding during the year.

10. Trade and other receivables

a) Trade and other receivables - current Trade receivables 8,975 9,923 Unbilled revenue 38,153 46,708 Related party receivables – jointly controlled entities 579 275 Other receivables 762 567

48,469 57,473

b) Other non-current assets Loan – Management incentive plan (Note 24(b)) 1,778 1,570 Prepayments 140 83

1,918 1,653

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 2016 2015 $’000 $’000

11. Inventories

a) Inventory balances at end of year Stores at cost 19,696 25,292

b) Inventory expense

Write-downs of inventories to net realisable value recognised as an expense during the year were $158,000 (2015: $265,000). In 2016, inventories of $125,000,000 (2015: $123,500,000) were recognised as an expense during the period and included in ‘cost of sales’.

12. Jointly controlled entities The Group has the following investments in jointly controlled entities:

Name of entity

Country of incorporation Principal activities Ownership

2016 % Ownership

2015 % African Underground Mining Services Ltd (“AUMS”) Joint Venture

Ghana Mining services 50 50

African Underground Mining Services Mali SARL (“AUMSM”) Joint Venture

Mali Mining services 50 50

African Underground Mining Services Burkina Faso SARL (“AUMSB”) Joint Venture

Burkina Faso Mining services 50 50

African Underground Mining Services Tanzania Ltd (“AUMST”) Joint Venture

Tanzania Mining services 50 -

There are no other investments in equity in any of the above entities. AUMS and AUMST have a 30 June reporting date whilst AUMSM and AUMSB have a 31 December reporting date.

The terms of the shareholder agreement require the Company to meet any shareholder cash calls to AUMS on a 50:50 basis with its joint venture partner.

The investments in AUMS are accounted for using the equity method in accordance with AASB 128.

During 2016 AUMSM paid dividends to the Company in the amounts of EUR 5,591,000 (A$8,816,000). In 2015 AUMS and AUMSM paid dividends to the Company in the amounts of US$4,600,000 (A$5,966,000)) and EUR 8,129,000 (A$11,697,000) respectively.

Summarised financial information for AUMS is set out in the following page.

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 2016 2015 $’000 $’000

a) Share of net assets/(liabilities) of jointly controlled entities Current assets 147,795 150,646 Non-current assets 47,741 39,095 Total assets 195,536 189,741 Current liabilities (37,482) (49,382) Non-current liabilities (18,256) (5,683)

Total Liabilities (55,738) (55,065)

Net assets (100%) 139,798 134,676

Group’s share of net assets (50%) 69,899 67,338

Elimination of unrealised (loss)/profit on downstream sales (382) 4

Carrying amount of interest in joint venture 69,517 67,342

b) Share of profits from jointly controlled entities

Revenue 159,616 227,756 Other income 17,099 2,160 Operating and administration expense (124,139) (170,849) Depreciation (16,127) (25,906) Operating profit 36,449 33,161 Net finance income/(costs) 30 194 Income tax expense (18,257) (6,033) Profit and total comprehensive income (100%) 18,222 27,322 Profit and total comprehensive income (50%) 9,111 13,661 Elimination of unrealised profit on downstream sales (386) 2 Realised exchange gain on dividend received 1,258 952 Group’s share of profit and total comprehensive income 9,983 14,615

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 13. Property, plant and equipment

a) Reconciliation of the movement in carrying amounts

30 June 2016

Plant and equipment

Leased plant and

equipment

Land and buildings

Furniture

and fittings

Total $’000 $’000 $’000 $’000 $’000 Opening net book amount 101,983 8,098 3,059 1,316 114,456 Additions 41,426 10,148 - 365 51,939 Disposals (1,069) - (5) (13) (1,087) Transfers 368 (368) - - - Depreciation charge (44,605) (3,538) (224) (560) (48,927)

Closing net book amount 98,103 14,340 2,830 1,108 116,381

Cost 336,222 21,664 5,077 3,438 366,401 Accumulated depreciation (238,119) (7,324) (2,247) (2,330) (250,020)

Net book amount 98,103 14,340 2,830 1,108 116,381

30 June 2015

Opening net book amount 99,764 18,245 3,379 1,724 123,112 Additions 46,235 2,427 6 136 48,804 Disposals (5,097) (13) (47) (5) (5,162) Transfers 3,461 (3,461) - - - Depreciation charge (42,380) (9,100) (279) (539) (52,298)

Closing net book amount 101,983 8,098 3,059 1,316 114,456

Cost 330,553 12,928 4,950 4,567 352,998 Accumulated depreciation (228,570) (4,830) (1,891) (3,251) (238,542)

Net book amount 101,983 8,098 3,059 1,316 114,456

b) Assets in the course of construction

The carrying amounts of the assets disclosed above include $13,442,000 (2015: $3,535,000) in expenditure recognised in relation to property, plant and equipment which is in the course of construction.

c) Non-current assets pledged as security

Refer to note 17 for information on non-current assets pledged as security by the Group.

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 14. Intangibles

a) Reconciliation of the movement in carrying amounts

30 June 2016 Goodwill

Customer relationships and contracts

Capitalised software

Total

$’000 $’000 $’000 $’000 Opening net book amount 256,930 2,305 - 259,235 Additions - - 2,285 2,285 Amortisation charge - (577) (153) (730)

Closing net book amount 256,930 1,728 2,132 260,790

Cost 256,930 76,400 2,285 335,615 Accumulated amortisation and impairment - (74,672) (153) (74,825)

Net book amount 256,930 1,728 2,132 260,790

30 June 2015

Opening net book amount 256,930 3,322 - 260,252 Amortisation charge - (1,017) - (1,017)

Closing net book amount 256,930 2,305 - 259,235

Cost 256,930 76,400 - 333,330 Accumulated amortisation and impairment - (74,095) - (74,095)

Net book amount 256,930 2,305 - 259,235

b) Impairment loss – customer relationships

Each year the Group reviews the recoverable amount of intangible assets represented by customer relationships by assessing whether the originally assessed future economic benefits continue to exist based on estimated contracts renewals and cash flows. This resulted in no impairment of customer relationships during the current year (2015: $Nil).

2016 2015 $’000 $’000

c) Impairment testing for cash-generating units containing goodwill

The following units have significant carrying amounts of goodwill:

Barminco Australia and Barminco Egypt 256,930 256,930

Goodwill is reviewed at each reporting year for indications of impairment and an impairment test is performed annually. A goodwill impairment test and a review of the impairment indicators was last conducted at 30 June 2016.

Barminco Holdings Pty Limited Notes to the Consolidated financial statements (continued) For the year ended 30 June 2016 A review of impairment indicators at 30 June 2016 does not indicate impairment of the asset.

At 30 June 2016 the recoverable amount of the Barminco Holdings cash-generating units was based on value in use calculations and the resulting value exceeded the carrying amount of the unit including goodwill.

The value in use calculations used cash flow projections based on the budget forecast for the 2017 to 2021 financial years. Financial years from 2018 to 2021 (2015: 2017 to 2020) incorporate an estimated annual EBITDA growth rate of 8% to 21% (2015: 5% to 32%). The 2017 budget forecast was determined as a result of a comprehensive exercise where the operational divisions evaluate each individual contract and project and update the forecast on which the revenues and costs are based. Additionally, a terminal value was calculated after 5 years incorporating a perpetual growth rate of 2.0% (2015: 1.5%).

Weighted average cost of capital post-tax discount rates in the range of 9.8% and 10.9% (2015: 10.0% and 11.1%) were used in discounting projected cash flows. The present value of cash flows is sensitive to the growth and discount rates used. A higher discount rate will result in a lower value in use.

15. Trade and other payables

2016 2015 $’000 $’000 Trade payables 29,056 29,042 Other creditors and accruals 28,171 24,917

57,227 53,959

16. Derivative financial instruments a) Non-current asset Cross currency interest rate swap contract cash flow hedge - 10,545

b) Non-current liability Cross currency interest rate swap contract cash flow hedge 5,419 -

The Group entered into cross currency interest rate swaps in May 2013 for a notional principal of US$485,000,000 maturing on 1 June 2018. During the previous financial year, the swaps were reset as management took the opportunity to extract value from the swaps and repurchased 98,957,000 of issued US dollar bonds. In the current year, management took the opportunity to extract value from the cross currency interest rate swap hedge and by using existing cash reserves to repurchase 79,810,000 of the issued US dollar Bonds.

The swaps were reset three times during the year to match the reduction in Bond principle and interest repayments. The swaps remain fixed interest to fixed interest United States dollar/Australian dollar swaps under which the Group receives a United States dollar fixed interest payment and pays an Australian dollar fixed interest payment, with interest settled on 1 June and 1 December each year respectively until maturity. On maturity the Group will receive US$306,233,000 and pay A$413,730,000 in final settlement of the swaps (Note 20).

The reset swaps have been re-designated for cash flow hedge accounting against the remaining High Yield Bonds and remain a highly effective hedge of exchange exposure.

Barm

inco

Hol

ding

s Pty

Lim

ited

Not

es to

the

finan

cial

stat

emen

ts (c

ontin

ued)

Fo

r the

yea

r end

ed 3

0 Ju

ne 2

016

17.

Borr

owin

gs

Not

e

Nom

inal

Ye

ar o

f 30

June

201

6 30

June

201

5

Curr

ency

in

tere

st ra

te

mat

urity

Cu

rren

t N

on-c

urre

nt

Curr

ent

Non

-cur

rent

$’

000

$’00

0 $’

000

$’00

0

High

Yie

ld B

onds

(a

) U

SD

9%

2018

-

411,

493

- 50

4,30

2 Sh

areh

olde

r loa

ns

(c)

AUD

0%-1

4.00

%

2026

-

10,0

00

- 16

,817

Re

deem

able

pre

fere

nce

shar

es

(d)

AUD

- -

- -

- 34

3,61

7 Fi

nanc

e le

ase

liabi

litie

s (b

) AU

D 6.

32%

20

17 -

2019

5,

144

6,07

2 3,

316

2,42

8

5,

144

427,

565

3,31

6 86

7,16

4 Ca

pita

lised

bor

row

ings

cos

ts

AU

D

(2

,552

) (2

,346

) (3

,246

) (6

,232

)

Tota

l int

eres

t bea

ring

liabi

litie

s

2,

592

425,

219

70

860,

932

(a)

High

Yie

ld B

onds

The

High

Yie

ld B

onds

rel

ate

to t

he s

enio

r no

tes

issue

d on

20

May

201

3 fo

r th

e iss

ue p

rice

of U

S$48

5,00

0,00

0 an

d du

e fo

r re

paym

ent

1 Ju

ne 2

018.

Dur

ing

2016

the

Gro

up

repu

rcha

sed

79,8

10,0

00 (

2015

: 98,

957,

000)

of

the

issue

d no

tes,

with

not

es r

emai

ning

on

issue

of

US$

306,

233,

000

(201

5: U

S$38

6,04

3,00

0). T

he t

erm

s of

the

rem

aini

ng n

otes

re

mai

n un

chan

ged.

The

not

es w

ere

issu

ed b

y Ba

rmin

co F

inan

ce P

ty L

td a

re u

nsec

ured

and

hav

e be

en g

uara

ntee

d by

Bar

min

co H

oldi

ngs

Pty

Lim

ited

and

Barm

inco

Lim

ited.

Und

er

the

term

s of t

he n

otes

issu

e, in

tere

st is

pay

able

on

1 Ju

ne a

nd 1

Dec

embe

r. T

he H

igh

Yiel

d Bo

nds a

re q

uote

d on

the

Sing

apor

e St

ock

Exch

ange

.

(b)

Fina

nce

leas

e lia

bilit

ies

Leas

e lia

bilit

ies a

re e

ffect

ivel

y se

cure

d, a

s the

righ

ts to

the

leas

ed a

sset

s whi

ch a

re re

cogn

ised

in th

e fin

anci

al st

atem

ents

reve

rt to

the

less

or in

the

even

t of a

def

ault.

(c)

Shar

ehol

der l

oan

note

s

Capi

talis

ed in

tere

st o

f 14%

is a

dded

to th

e Sh

areh

olde

r loa

n no

tes

bala

nce

annu

ally

on

30 A

ugus

t eac

h ye

ar. I

n Ju

ne 2

016,

the

Shar

ehol

der L

oan

Not

e De

ed P

oll w

as a

men

ded

and

inte

rest

cea

sed

to b

e ac

crue

d fr

om 2

9 Ju

ne 2

016.

Con

sequ

ently

, the

liab

ility

was

redu

ced

by d

iscou

ntin

g th

e lo

an a

nd th

e di

ffere

nce

(net

of t

he ta

x ef

fect

) bet

wee

n th

e no

min

al

valu

e of

the

loan

($19

.172

mill

ion)

and

the

disc

ount

ed v

alue

($10

mill

ion)

was

tran

sfer

red

to a

n In

tere

st F

ree

Loan

Res

erve

(Not

e 19

). A

cost

of d

ebt a

t 7.5

% p

er a

nnum

was

use

d to

disc

ount

the

loan

to it

s fai

r val

ue. T

he S

hare

hold

er lo

an n

otes

mat

ure

on 1

May

202

6. R

efer

to n

ote

25b(

i) fo

r fur

ther

det

ails.

(d)

Rede

emab

le p

refe

renc

e sh

ares

Rede

emab

le p

refe

renc

e sh

ares

(RPS

) wer

e is

sued

on

31 A

ugus

t 200

7 at

$1

each

with

an

inte

rest

rat

e of

14%

com

poun

ded

annu

ally

and

unp

aid

inte

rest

is c

apita

lised

to th

e RP

S ba

lanc

e. T

he R

PS’s

are

sub

ordi

nate

d to

the

Hig

h Yi

eld

Bond

s. In

June

201

6, t

he t

erm

s of

the

Red

eem

able

Pre

fere

nce

Shar

es w

ere

amen

ded

whi

ch h

ad t

he e

ffect

to

clas

sify

the

inst

rum

ents

as e

quity

for a

ccou

ntin

g pu

rpos

es. U

nder

the

amen

dmen

ts, d

ivid

ends

cea

sed

to a

ccru

e fr

om 2

9 Ju

ne 2

016.

Ref

er to

not

e 19

for f

urth

er d

etai

ls.

Barminco Holdings Pty Limited Consolidated Group Notes to the financial statements (continued) For the year ended 30 June 2016

(e) Assets pledged as security 2016 2015 $’000 $’000

Current Fixed and floating charge Cash and cash equivalents 58,417 101,223 Trade and other receivables 48,528 51,750 Inventories 12,474 18,656 Other assets 2,967 5,190 Total current assets pledged as security 122,386 176,819 Non-current Fixed and floating charge Receivables 1,918 3,424 Property, plant and equipment 92,988 96,263 Intangibles 260,790 259,235 Derivative instruments - 10,545 355,696 369,467 Property plant and equipment under finance leases and chattel mortgages Finance leases 14,340 8,098 Total non-current assets pledged as security 370,036 377,565

Total assets pledged as security 492,422 554,384

The assets pledged support the Revolving Credit Facility, finance leases and the cross currency interest rate swap of the Barminco Group Australian assets.

18. Employee benefits a) Current asset Loan benefit * 79 71

b) Non-current asset Loan benefit * 13 83

c) Current Liability Annual leave 14,875 16,958 Long service leave 11,320 11,825

26,195 28,783

d) Non-current Liability

Long service leave 1,645 2,726

* During 2015, the Company introduced a management incentive plan for eligible management to purchase Barminco Holdings ordinary shares and redeemable preference shares. The plan also offers interest bearing and interest free loans. The interest free loans result in an employee benefit that is expected to be earned over 3 years (Note 25).

Barminco Holdings Pty Limited Consolidated Group Notes to the financial statements (continued) For the year ended 30 June 2016

19. Capital and reserves a) Share capital

2016 2015 #’000 $’000 #’000 $’000

Ordinary shares – fully paid 5,000 4,722 4,991 4,722 Redeemable preference shares 122,953 391,720 - -

127,953 396,442 4,991 4,722

At 30 June 2016 all ordinary shares had been fully paid with no ordinary shares partly paid (30 June 2015: Nil).

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held. This is subject to the prior entitlements of the redeemable preference shares.

During the year, the Group engaged and negotiated with the Redeemable Preference Shares (RPS) and the Shareholder Loan Note (SLN) holders to restructure the balance sheet prior to the refinance of the High Yield Bonds which are due for repayment in 2018. The main commercial driver of the RPS restructure was to deleverage the balance sheet to enable the best result in the planned refinance activities. The Group also sought to reduce the interest coupon on the RPS and SLN as the accruing 14% per annum coupon of the RPS and SLN created a significant commercial strain on the business.

In June 2016, following a special resolution of members entitled to vote on the resolution and a special resolution of holders of Redeemable Preference Shares, the terms of the RPS were amended. As a result of the amendments, the instruments are now classified as equity for accounting purposes. In June 2016, the Shareholder Loan Note (SLN) Deed Poll was also amended, however these SLN’s are still classified as debt for accounting purposes. The main change for both the RPS and SLN is that the 14% interest rate has ceased to accrue effective from 29 June 2016 and redemption of the RPS is in the control of the issuer.

2016 2015 $’000 $’000

b) Hedging reserve Balance at the beginning of the year (10,342) (11,726) Revaluation 347 917 Transferred to profit or loss 4,620 467

(5,375) (10,342)

The hedging reserve is used to record gains or losses on a hedging instrument in a cash flow hedge that are recognised directly in other comprehensive income, as described in note 3(k). Amounts are recognised in the profit or loss when the associated hedged transaction affects profit or loss.

c) Translation reserve Balance at the beginning of the year 7,588 4,772 Currency translation differences 1,004 2,816

8,592 7,588

Barminco Holdings Pty Limited Consolidated Group Notes to the financial statements (continued) For the year ended 30 June 2016

The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the Group.

d) Legal reserve Balance at the beginning of the year 387 - Legal reserve increase 645 387

1,032 387

The Group has an Egyptian subsidiary that is required by Egyptian law to set aside a percentage of its retained earnings as a legal reserve.

e) Interest Free Loan Reserve Balance at the beginning of the year - - Effect of discounting Shareholder Loan Note 6,421 -

6,421 -

Interest on the Shareholder Loan Notes ceased to accrue from 29 June 2016. Consequently, the liability was reduced by discounting the loan and the difference (net of the tax effect) between the nominal value of the loan ($19.2 million) and the discounted value ($10.0 million) was transferred to an Interest Free Loan Reserve.

20. Financial instruments

a) Accounting classifications and fair value

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

Barm

inco

Hol

ding

s Pty

Lim

ited

Cons

olid

ated

Gro

up

Not

es to

the

finan

cial

stat

emen

ts (c

ontin

ued)

Fo

r the

yea

r end

ed 3

0 Ju

ne 2

016

Ca

rryi

ng a

mou

nt

Fair

valu

e

30 Ju

ne 2

016

Fair

valu

e he

dgin

g in

stru

men

ts

Loan

s an

d re

ceiv

able

s

Oth

er

finan

cial

lia

bilit

ies

Tota

l Le

vel 1

Le

vel 2

Le

vel 3

To

tal

$’

000

$’00

0 $’

000

$’00

0 $’

000

$’00

0 $’

000

$’00

0 Fi

nanc

ial a

sset

s no

t mea

sure

d at

fair

valu

e

Ca

sh a

nd c

ash

equi

vale

nts

- 70

,647

-

70,6

47

- -

- -

Trad

e an

d ot

her r

ecei

vabl

es

- 50

,246

-

50,2

46

- -

- -

-

120,

893

- 12

0,89

3

Fi

nanc

ial l

iabi

litie

s mea

sure

d at

fair

valu

e

Cr

oss c

urre

ncy

inte

rest

rate

sw

aps u

sed

for h

edgi

ng

(5,4

19)

- -

(5,4

19)

- (5

,419

) -

(5,4

19)

(5

,419

) -

- (5

,419

)

Fi

nanc

ial l

iabi

litie

s not

mea

sure

d at

fair

valu

e

Tr

ade

and

othe

r pay

able

s -

- (5

7,22

7)

(57,

227)

-

- -

- Fi

nanc

e le

ase

liabi

litie

s -

- (1

1,21

6)

(11,

216)

-

(11,

385)

-

(11,

385)

Hi

gh Y

ield

Bon

ds

- -

(411

,493

) (4

11,4

93)

(368

,885

) -

- (3

68,8

85)

Shar

ehol

der l

oans

-

- (1

0,00

0)

(10,

000)

-

- (1

0,00

0)

(10,

000)

- -

(489

,936

) (4

89,9

36)

(5

,419

) 12

0,89

3 (4

89,9

36)

(374

,462

)

Barm

inco

Hol

ding

s Pty

Lim

ited

Cons

olid

ated

Gro

up

Not

es to

the

finan

cial

stat

emen

ts (c

ontin

ued)

Fo

r the

yea

r end

ed 3

0 Ju

ne 2

016

Ca

rryi

ng a

mou

nt

Fair

valu

e

30 Ju

ne 2

015

Fair

valu

e he

dgin

g in

stru

men

ts

Loan

s an

d re

ceiv

able

s

Oth

er

finan

cial

lia

bilit

ies

Tota

l Le

vel 1

Le

vel 2

Le

vel 3

To

tal

$’

000

$’00

0 $’

000

$’00

0 $’

000

$’00

0 $’

000

$’00

0 Fi

nanc

ial a

sset

s mea

sure

d at

fair

valu

e

Cr

oss c

urre

ncy

inte

rest

rate

sw

aps u

sed

for h

edgi

ng

10,5

45

- -

10,5

45

- 10

,545

-

10,5

45

10

,545

-

- 10

,545

Fi

nanc

ial a

sset

s no

t mea

sure

d at

fair

valu

e

Ca

sh a

nd c

ash

equi

vale

nts

- 10

4,84

4 -

104,

844

- -

- -

Trad

e an

d ot

her r

ecei

vabl

es

- 59

,043

-

59,0

43

- -

- -

-

163,

887

- 16

3,88

7

Fi

nanc

ial l

iabi

litie

s not

mea

sure

d at

fair

valu

e

Tr

ade

and

othe

r pay

able

s -

- (5

3,95

9)

(53,

959)

-

- -

- Fi

nanc

e le

ase

liabi

litie

s -

- (5

,744

) (5

,744

) -

(5,8

11)

- (5

,811

) Hi

gh Y

ield

Bon

ds

- -

(504

,302

) (5

04,3

02)

(478

,941

) -

- (4

78,9

41)

Rede

emab

le p

refe

renc

e sh

ares

-

- (3

43,6

17)

(343

,617

) -

- (3

43,6

17)

(343

,617

) Sh

areh

olde

r loa

ns

- -

(16,

817)

(1

6,81

7)

- -

(16,

817)

(1

6,81

7)

-

- (9

24,4

39)

(924

,439

)

10

,545

16

3,88

7 (9

24,4

39)

(750

,007

)

Barminco Holdings Pty Limited Notes to the financial statements (continued) For the year ended 30 June 2016

(i) Valuation techniques and significant unobservable inputs

The following tables show the valuation techniques used in measuring level 2 and level 3 fair values, as well as the significant unobservable inputs used.

Financial instruments measured at fair value

Type Valuation technique Significant unobservable inputs

Inter-relationship between significant unobservable inputs and fair value measurement

Cross currency interest rate swaps Discounted cash flows Not applicable Not applicable

Financial instruments not measured at fair value

ype Valuation technique Significant unobservable inputs Other financial liabilities Discounted cash flows Not applicable

(ii) Transfers between level 1 and 2

There were no transfers between level 1 and 2 during the year (2015: Nil).

(iii) Level 3 fair values

Reconciliation of level 3 fair values

The following table shows a reconciliation from the opening balances to the closing balances for level 3 fair values.

Redeemable

preference shares

Shareholder loan notes

$’000 $’000 Balance at 1 July 2014 (301,418) (14,752) Net change in fair value - - Interest included in finance costs (42,199) (2,065) Balance as at 30 June 2015 (343,617) (16,817)

Balance at 1 July 2015 (343,617) (16,817) Net change in fair value - - Interest included in finance costs (48,103) (2,355) Effect of discounting Shareholder Loan Note - 9,172 Classified to equity 391,720 - Balance as at 30 June 2016 - (10,000)

There were no transfers out of level 3 during the year (2015: Nil).

Barminco Holdings Pty Limited Notes to the financial statements (continued) For the year ended 30 June 2016

(iv) Interest rates used for determining fair value

The fair value of cash and cash equivalents, trade and other receivables, trade and other payables, bank loans and interest rate swaps is considered to be equal to carrying amount as carrying amount is considered to be a reasonable approximation of fair value.

In June 2016, the terms of the Redeemable Preference Shares were amended so as to classify these instruments as equity for accounting purposes. Refer to note 19 for further details. The carrying amount of redeemable preference shares at 30 June 2015 was $343,617,000. Fair value information has not been disclosed for the redeemable preference shares in the comparative year, at 30 June 2015, because their fair value cannot be measured reliably. There is no active market for the instruments and fair value cannot be estimated reliably because of uncertainty of redemption value upon a redemption trigger event.

The carrying amount of the High Yield Bonds, excluding capitalised borrowing costs, recognised at 30 June 2016 was US$306,233,000 (A$411,493,000) (as at 30 June 2015: US$386,043,000, A$504,302,000). Fair value reflects the closing price of the notes of as listed on the Singapore stock exchange as at 30 June 2016.

2016 2015 $’000 $’000

b) Credit risk

(i) Exposure to credit risk (refer also to note 4(b))

The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit risk at the reporting date was: Cash and cash equivalents 70,647 104,844 Trade and other receivables 50,386 59,043 Derivatives - 10,545

121,033 174,432

The Group’s maximum exposure to credit risk for receivables at the reporting date by geographic region was: Australia 44,403 53,319 Africa 5,983 5,724

50,386 59,043

The Group’s maximum exposure to credit risk for trade receivables at the reporting date by type of customer was:

Mining customers 48,016 57,198 Jointly controlled entity 579 275 Other 1,791 1,570

50,386 59,043

Barminco Holdings Pty Limited Notes to the financial statements (continued) For the year ended 30 June 2016

2016 2015 $’000 $’000

The aging of the Group’s trade receivables which are past due at the reporting date but not impaired was: Past due 0-30 days 67 280 Past due 31-60 days 45 21 Past due more than 90 days 97 -

209 301

Based on historic default rates, the Group believes that no impairment allowance is necessary in respect of trade receivables as all customers have a good credit history with the Group.

(ii) Impairment losses

There were no impairment losses recognised with respect to receivables during the year (2015: Nil).

(iii) Liquidity risk (refer also to note 4(c))

The following are contractual maturities of financial liabilities at reporting date. The amounts are gross and undiscounted and include estimated interest payments:

30 June 2016 Carrying amount

Contractual cash flows

12 months or less

1-5 years

More than 5 years

$’000 $’000 $’000 $’000 $’000 Non-derivative financial liabilities Trade and other payables* 57,227 (57,227) (57,227) - - Finance lease liabilities 11,216 (12,120) (5,681) (6,439) - High Yield Bonds 411,493 (485,664) (37,034) (448,630) - Shareholder loan notes 10,000 (19,172) - - (19,172)

489,936 (574,183) (99,942) (455,069) (19,172) Derivative financial (assets)/liabilities Gross settled cross currency interest rate swaps used for hedging the High Yield Bonds

- Inflows - 485,664 37,034 448,630 - - Outflows - (503,747) (45,008) (458,739) -

Cross currency interest rate swaps used for hedging - (18,083) (7,974) (10,109) -

* The contractual cash flows for 12 or less months excludes deferred revenue and accrued High Yield Bond interest of A$3,086,000 (2015: A$3,782,000).

It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.

Barminco Holdings Pty Limited Notes to the financial statements (continued) For the year ended 30 June 2016

The following are contractual maturities of financial liabilities. The amounts are gross and undiscounted and include estimated interest payments:

30 June 2015 Carrying amount

Contractual cash flows

12 months or less 1-5 years More than

5 years $’000 $’000 $’000 $’000 $’000 Non-derivative financial liabilities Trade and other payables* 53,959 (53,959) (53,959) - - Finance lease liabilities 5,744 (6,131) (3,621) (2,510) - High Yield Bonds 504,302 (640,558) (45,394) (595,164) - Redeemable preference shares 343,617 (550,479) - (550,479) - Shareholder loan notes 16,817 (26,950) - (26,950) -

924,439 (1,278,077) (102,974) (1,175,103) -

Derivative financial liabilities Gross settled cross currency interest rate swaps used for hedging the High Yield Bonds

- Inflows - 640,558 45,394 595,164 - - Outflows - (650,403) (54,307) (596,096) -

Cross currency interest rate swaps used for hedging - (9,845) (8,913) (932) -

* The contractual cash flows for 12 or less months excludes deferred revenue and accrued High Yield Bond interest of A$3,782,000.

It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.

Barminco Holdings Pty Limited c) Currency risk

(i) Exposure to currency risk

The Group’s exposure to foreign currency risk was as follows based on notional amounts:

2016 USD* EGP* $’000 $’000 Cash and cash equivalents 248 111 Trade and other receivables 177 (28) Trade and other payables - - Borrowings (411,493) - Derivative financial instruments (7,402) -

Gross statement of financial position exposure (418,470) 83

2015 USD* EGP* $’000 $’000 Cash and cash equivalents 145 32 Trade and other receivables - - Trade and other payables - - Borrowings (504,302) - Derivative financial instruments 10,545 -

Gross statement of financial position exposure (493,612) 32

*Australian dollar equivalent of USD/EGP

The following significant exchange rates applied during the year:

2016 2015 USD USD Reporting date spot rate 0.7442 0.7655 Average rate 0.7273 0.8369

Barminco Holdings Pty Limited (ii) Sensitivity analysis

The Group is subject to the impact of changes in foreign currency exchange rates due to exposures to USD, and EGP. A strengthening of each of the following currencies against AUD at 30 June would have increased/ (decreased) profit and loss by the amounts shown below. The analysis is based on foreign currency exchange rate variances of 10% against all other currencies, and reflects a variation that the Group considered to be reasonably possible at the end of the reporting years. The analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for each reporting year, albeit that reasonably possible exchange rate variances were different, as indicated below. The USD denominated debt is fully hedged and currency fluctuations have no impact to the profit and loss account.

2016 2015 Strengthening Weakening Strengthening Weakening $’000 $’000 $’000 $’000 United States Dollars (USD) (41,847) 41,847 (49,361) 49,361 Egyptian Pound (EGP) 8 (8) 3 (3)

d) Interest rate risk

(i) Profile

At the reporting date, the interest rate profile of the Group’s interest-bearing financial instruments was:

2016 2015 $’000 $’000 Fixed rate instruments

Financial liabilities (432,708) (870,480)

Variable rate instruments

Financial assets 57,897 101,078

(ii) Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore a change in interest rates at the reporting date would not affect profit or loss.

Barminco Holdings Pty Limited (iii) Cash flow sensitivity analysis for variable rate instruments

A change of 100 basis points (“bp”) in interest rates at the reporting date would have increased / (decreased) profit or loss and equity by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2015.

Profit or loss Equity

100 bp Increase

100 bp Decrease

100 bp Increase

100 bp Decrease

$’000 $’000 $’000 $’000

30 June 2016 Variable rate instruments

579 (579) - -

Cross currency interest rate swap * - - 521 (521)

579 (579) 521 (521)

30 June 2015 Variable rate instruments 1,011 (1,011) - - Interest rate swap - - 841 (841)

1,011 (1,011) 841 (841)

* The cross currency interest rate swap has AUD pay and USD receive legs with different underlying interest rate structures. A 100bp increase in both the USD and AUD interest rates will result in a fair value cost to Barminco. Independently calculated, the AUD leg of the swaps are valued at A$81,661,563 (2015: A$16,904,000) and USD leg A$81,140,899 (2015: A$16,063,000).

Master netting or similar agreements

The group enters into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting agreements. In general, under such agreements the amounts owned by each counterparty on a single day in respect of all transactions outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other.

Barminco Holdings Pty Limited The following table set out the carrying amounts of recognised financial instruments that are subject to the above agreements.

Gross and net

amounts of financial

instruments in the statement of

financial position

Related financial instruments that

are not offset Net amount

$’000 $’000 $’000 30 June 2016 Financial liabilities Other investments, including derivatives - Cross currency Interest rate swaps used for

hedging (5,419) - (5,419)

(5,419) - (5,419)

30 June 2015 Financial assets Other investments, including derivatives - Cross currency interest rate swaps used for

hedging 10,545 - 10,545

10,545 - 10,545

Barminco Holdings Pty Limited 2016 2015 $’000 $’000

21. Commitments

a) Operating leases

Non-cancellable operating lease rentals are payable as follows:

In thousands of dollars Within one year 3,453 2,170 Later than one year but not later than five years 14,698 9,477 Later than five years 7,154 8,605 25,305 20,252

During the year an amount of $7,652,000 was recognised as an other expense (refer to note 6(c)) in profit or loss in respect of operating leases (2015: $6,802,000).

The Group leases various offices, warehouses and items of IT equipment under non-cancellable operating leases expiring within two to fifteen years. The leases have varying terms and renewal rights. On renewal, the terms of the leases are renegotiated.

b) Finance leases

Commitments in relation to finance leases are payable as follows: Within one year 5,681 3,621 Later than one year but not later than five years 6,439 2,510 Minimum lease payments 12,120 6,131 Future finance charges (904) (387)

Recognised as a liability 11,216 5,744

Representing lease liabilities Current 17 5,144 3,316 Non-current 17 6,072 2,428

11,216 5,744 Leased assets carrying amount 14,340 8,098

The Group leases various plant and equipment with a carrying amount at 30 June 2016 of $14,340,000 (2015: $8,098,000) under finance leases expiring within one to five years. Finance leases, net of future finance charges are recognised as a liability in the consolidated statement of financial position.

Barminco Holdings Pty Limited 2016 2015 $’000 $’000

c) Capital commitments

Capital commitments are as follows: Within one year 53,888 29,560 Later than one year but not later than five years - - 53,888 29,560

22. Segment reporting The Group has identified its operating segments based on the internal reports that are reviewed and used by the CEO and COO in assessing performance and in determining the allocation of resources.

Management has determined that the nature of the company’s services and products are the same across the whole business. The same equipment is acquired from the same suppliers in order to perform similar services contracted by the respective clients. The same types of equipment are used, and the same processes are applied as they relate to each underground mine. Additionally, the company’s customers are involved in the same industry and several customer sites are operated under common client ownership. Accordingly, management believes there is only the single segment.

a) Geographical information

In presenting information on the basis of geographical information, revenue is based on the geographical location of customers. Assets are based on the geographical location of the assets.

2016 2015

Revenue/ Other income Non-current assets Revenue/ Other

income Non-current assets

$’000 $’000 $’000 $’000 Australia 449,826 450,342 435,484 375,709 Egypt 59,228 4,025 58,592 10,945 Africa – AUMS Joint Venture - 69,517 - 67,342

509,054 523,884 494,076 453,996

b) Major customers

Revenues from the Group’s 5 major customers represented approximately A$412 million of the Group's total revenues.

Barminco Holdings Pty Limited 23. Notes to the consolidated statement of cash flows 2016 2015 $’000 $’000

a) Reconciliation of cash flows from operating activities Profit/(loss) for the year after tax 42,457 (52,668) Adjusted for non-cash items: Share of profit from equity accounted investments (9,983) (14,615) Depreciation and impairment of property, plant and equipment 48,927 52,298 Amortisation of intangibles 730 1,017 Gain on disposal of property, plant and equipment (1,124) (1,159) Accrued interest on redeemable preference shares 48,042 42,199 Accrued interest on shareholder loan notes 2,354 2,065 Accrued interest on bank loans (615) (169) Fair value adjustment to derivatives 4,620 501 Gain on repurchase of High Yield Bonds (13,285) (4,206) Amortisation of borrowing costs 6,135 8,188 Non-cash employee benefit 77 59 Net unrealised foreign exchange (gain)/loss (6) (723) Income tax expense/(benefit) (76,619) 377

Changes in net operating assets and liabilities: Decrease/(increase) in trade and other receivables 9,007 (657) Decrease/(increase) in inventories 6,010 (1,105) Decrease/(increase) in other assets 1,205 (789) Increase in trade and other payables 4,196 3,878 Decrease in current tax liability (645) (817) (Decrease)/increase in employee benefits and other provisions (3,489) 1,983

Net cash inflow from operating activities 67,994 35,657

b) Non-cash financing and investing activities

During the financial year there were no non–cash financing or investing transactions not reflected in the statement of cash flows.

c) Proceeds from borrowings

The Group has acquired property, plant and equipment of $10,148,000 (2015: $2,427,000) using finance leases during the year.

Barminco Holdings Pty Limited 24. Share-based payments

a) Executive incentive and share option plan

(i) Description of share-based payments arrangements

In August 2007 the Company introduced the Barminco Holdings Executive Incentive Share and Option Plan which provides eligible Executives with an opportunity to acquire an ownership interest or exposure to an ownership interest in the Company.

The last options expired in 2015. There is no expectation that further options will be issued in the future.

(i) The number and weighted average exercise prices of share options are as follows:

2016 2015

Weighted average exercise

price

Number of options

Weighted average exercise

price

Number of options

$ #’000 $ #’000 Outstanding at 1 July - - 0.999 8,977 Forfeited during the year - - 0.999 (8,977)

Outstanding at end of year - - - -

Exercisable at end of year - - - -

The options expired on 20 November 2014.

b) Management incentive plan

In August 2014 the Company introduced the Barminco Holdings Management Incentive Plan which provides key management with an opportunity to purchase ordinary shares and redeemable preference shares. The plan also provides for interest bearing and non-interest bearing loans to purchase the shares.

A summary of the main aspects of the plan are as follows:

The Board may determine the key management (and/ or their Nominees) who are eligible to participate in the Plan and make an invitation to participate in the Plan. An invitation to apply for Plan Shares or Plan Interests may be made on such terms and conditions as the Board decides from time to time. Interest bearing loans of $570,000 (2015: $510,000) have been provided with a fixed interest rate granted at market rates and interest payments due quarterly, with principle repayments due in August 2017. Interest free loans of $1,207,000 (2015: $1,274,000) have been provided and currently have a maximum term of 9 years from the date of agreement. These loans may be net settled against proceeds from disposal of equity interests.

Barminco Holdings Pty Limited 25. Related parties 2016 2015 $ $

a) Key management personnel compensation

Key management personnel compensation comprised: Short term employee benefits 2,831,040 3,158,083 Termination payments - 14,942 Other long term benefits 187,046 211,118

3,018,086 3,384,143

b) Key management personnel and director transactions

A number of key management personnel, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of these entities.

The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:

(i) Mr P M Bartlett - Director of Barminco Holdings

Shareholding

Bremerton Pty Ltd (an entity controlled by Mr Bartlett), in its capacity as trustee of the PM Bartlett Family Trust is the holder of 1,499,500 ordinary shares representing 30% of the ordinary shares on issue as at 30 June 2016 and 30 June 2015, and 35,854,834 (2015: 35,859,973) redeemable preference shares at $1 each, representing 29% of the redeemable preference shares on issue as at 30 June 2016 and 30 June 2015. In June 2016, the terms of the Redeemable Preference Shares were amended which had the effect of classifying these instruments from debt to equity. Under the amendments, interest ceased to accrue from 29 June 2016 and redemption of the RPS is in the control of the issuer. Refer to note 19 for further details. Interest on the redeemable preference shares was compounded annually and the accumulated interest as at 30 June 2016 is $78,428,234 (2015: $64,402,872). The redeemable preference shares are subordinated to the High Yield Bond, Revolving Credit Facility, finance leases and the cross currency interest rate swap.

Loan notes

A loan note with a face value of $6,015,000 was issued to Bremerton Pty Ltd on 31 August 2007 with an expiry date of 31 July 2017, which was extended to 31 January 2019 in 2013 by mutual consent. In June 2016, the Shareholder Loan Note Deed Poll was amended which had the effect of the expiry date changed to 1 May 2026 and interest ceased to accrue from 29 June 2016. The loan is subordinated to the High Yield Bond, Revolving Credit Facility, finance leases and the cross currency interest rate swap. The accumulated interest as at 30 June 2016 is $13,156,908 (2015: $10,802,463). As interest has ceased to accrue on the loan, the carrying value of the loan was reduced by discounting the loan and the difference (net of the tax effect) between the nominal value of the loan ($19,172) and the discounted value ($10,000) was transferred to an Interest Free Loan Reserve (see Note 19(e)).

Miners Rest Hotel – Kalgoorlie

Peter Bartlett and his associated entities have a 5.87% shareholding in Ausdrill Limited, Barminco’s partner in the AUMS joint ventures. A subsidiary of Ausdrill Limited operates the Miners Rest Hotel located in Kalgoorlie, Western Australia, which Barminco utilises for the provision of accommodation for certain Barminco staff. These services are provided at commercial rates. Costs incurred during the year: Nil (2015: $160,922).

Barminco Holdings Pty Limited Provision of electrical services – Hahn Electrical Contracting Pty Ltd

Hahn Electrical Contracting Pty Ltd (“Hahn”) supplies Barminco with electrical labour hire and electrical consumables under an ongoing agreement and provides electrical services on an order basis. Peter Bartlett has a 49% interest in Hahn. Each contract with Hahn either contains price management mechanisms or has a limited term (generally one year) at the end of which Barminco can review Hahn’s pricing against that of other suppliers. Settlement of payables to Hahn is in line with similar third party creditors.

Costs incurred during the year: $9,906,659 (2015: $11,521,571).

Consulting fee

A consultancy agreement between Peter Bartlett and the Group was made in August 2007 as part of the sale of Barminco Limited to Barminco Finance Pty Ltd. The consultancy fee of $333,333 per annum (exclusive of GST) is payable for the provision of management advice. Costs incurred during the year: $333,333 (2015: $333,333).

Director fees and business expenses

Director fees were payable to Peter Bartlett during the year (exclusive of GST) and he is reimbursed for all business related expenses. The directors fee was waived from January 2015 to December 2015.

Costs incurred during the year: $45,000 (2015: $40,000).

Leased property – 390 Stirling Crescent Hazelmere, Western Australia

The Group has entered into a contract, negotiated at arm’s length, with Peter Bartlett for the lease of the property located at 390 Stirling Crescent Hazelmere, Western Australia.

The terms and conditions of the lease are as follows:

Commencement date: 29 July 2008 Annual rent: $1,650,000 (before rent review increases) Expiry date: 28 July 2023 Options: two five year options for Barminco to extend the lease to 29 July 2033 Annual fixed rent review (annual increase of 5%)

Costs incurred during the year: $2,330,531 (2015: $2,175,784). In January 2016, the annual rent increase of 5% was foregone.

(ii) Existing Gresham Investors

Shareholding

The Existing Gresham Investors hold 3,000,500 ordinary shares representing 60% of the ordinary shares on issue as at 30 June 2016 and 2015 and 83,701,025 (2015: 83,713,028) redeemable preference shares at $1, representing 68.0% of the redeemable preference shares on issue as at 30 June 2016 (2015: 68.0%).

Interest on the redeemable preference shares was compounded annually and the accumulated interest as at 30 June 2016 is $183,074,153 (2015: $150,344,776). The redeemable preference shares are subordinated to the High Yield Bond, Revolving Credit Facility, finance leases and the cross currency interest rate swap. In June 2016, the terms of the Redeemable Preference Shares were amended which had the effect of classifying these instruments from debt to equity. Under the amendments, interest ceased to accrue from 29 June 2016 and redemption of the RPS is in the control of the issuer. Refer to note 19 for further details.

Existing Gresham Investors comprise Perpetual Corporate Trust Limited as custodian for Gresham Funds Management Limited (in its capacity as responsible entity of the Gresham Private Equity Co-Investment Fund), Gresham Nominees 1 Pty Limited in its capacity as trustee of the Gresham Private Fund No.2a, Gresham Nominees 2 Pty Limited in its capacity as trustee of the Gresham Private Fund No.2b, Gresham Private Equity Limited in its capacity as custodian for the Plan Members in the Gresham Private Fund No.2 Co-Investment Plan, and Gresham Partners Capital Limited in its capacity as custodian for the wholesale investors.

Consulting fees

A consultancy agreement between Gresham Private Equity Limited and the Group was made in August 2007 as part of the sale of Barminco Limited to Barminco Finance Pty Ltd. The consultancy fee of $666,666 (2015: $666,666) per annum (exclusive of GST) is payable for the provision of corporate and financial advice.

Barminco Holdings Pty Limited Director fees

Board members on the Barminco Holdings Board representing Gresham Private Equity are entitled to director fees. Gresham directors had waived their directors fees from January 2015 to December 2015.

Costs incurred during the year: $90,000 (2015: $86,667).

c) Other related party transactions

(i) Key Management Personnel

At 30 June 2016 management and prior management are the beneficial owners of 500,000 ordinary shares representing 10% of Barminco Holdings (2015: 491,029) and 3,396,945 redeemable preference shares representing 3% of the redeemable preference shares on issue at that date (2015: 3,379,808). In June 2016, the terms of the Redeemable Preference Shares were amended which had the effect of classifying these instruments from debt to equity. Under the amendments, interest ceased to accrue from 29 June 2016 and redemption of the RPS is in the control of the issuer. Refer to note 19 for further details.

Interest on the redeemable preference shares was compounded annually and the accumulated interest as at 30 June 2016 is $6,043,650 (2015: $4,788,053).

(ii) AUMS Joint Ventures

Barminco has a 50% interest in the AUMS Joint Ventures (see Note 12), which provides underground hard-rock contract mining services to mining companies in certain countries in West Africa and Tanzania. The other 50% is owned by ASX-listed Ausdrill Limited (Ausdrill). 5.87% of Ausdrill is owned by Peter Bartlett. Ausdrill provide services to AUMS at normal commercial terms.

At 30 June 2016 a subsidiary of the Group, Barminco Ltd had a related party trade debtor of $578,806 (2015: $275,164) which is recognised in the Group’s statement of financial position.

26. Subsequent events A significant contract for underground mining services for the East Kundana Joint Venture at the Kundana Gold Project has been awarded to the Group commencing on 1 July 2016. The contract is for an initial term of 3 years with an option to extend for a total 5 year term. Under the terms of the contract, the Group acquired the use of fixed assets amounting to $17.9 million on rental over a period of three years.

There have been no other matters or significant events that have arisen since 30 June 2016 that have or may significantly affect the operations, results, or state of affairs of the Group.

Barminco Holdings Pty Limited 27. Subsidiaries The annual financial report incorporates the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 3(a).

Name of entity Country of incorporation Class of shares

Equity holding 2016

%

Equity holding 2015

% Barminco Finance Pty Limited (formerly Barbidco Pty Limited) Australia Ordinary 100 100

Barminco Limited Australia Ordinary 100 100 SLR Australia Pty Limited Australia Ordinary 100 100 Barminco Holdings (EIS) Pty Limited Australia Ordinary 100 100

Barminco (Egypt) LLC Egypt Ordinary 100 100 Barminco Egypt Underground Mining Services Egypt Ordinary 100 100

Barminco South Africa (Pty) Ltd South Africa Ordinary 100 100 Barminco AUMS Holdings Pty Limited Australia Ordinary 100 100

28. Deed of cross guarantee Pursuant to ASIC Class Order 98/1418 (as amended) dated 13 August 1998, the wholly-owned subsidiaries listed below are relieved from the Corporations Act 2001 requirements for preparation and lodgement of financial reports, and directors’ reports.

It is a condition of the Class Order that the Company and each of the subsidiaries enter into a Deed of Cross Guarantee. The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001.

If a winding up occurs under other provisions of the Act, the Company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the Company is wound up. The subsidiaries subject to the deed are Barminco Holdings Pty Limited, Barminco Finance Pty Ltd, Barminco AUMS Holdings Pty and Barminco Ltd.

A consolidated statement of comprehensive income and consolidated statement of financial position, comprising the Company and controlled entities which are a party to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee, for the year ended 30 June 2016 is set out as follows:

Barminco Holdings Pty Limited a) Statement of profit and loss and other comprehensive income and retained earnings

2016 2015 $’000 $’000 Revenue 448,659 434,325 Other income 17,828 1,194 Consumables used (137,038) (138,738) Employee benefits expense (174,354) (187,635) Contractor and consultant expenses (28,763) (18,491) Depreciation and impairment of property, plant and equipment (43,625) (46,969) Amortisation and impairment of intangible assets (730) (1,016) Other expenses (24,218) (12,943) Results from operating activities 57,759 29,727 Share of net profit/( loss) from joint venture 1,958 (935) Net financing costs (98,121) (108,607) Loss before income tax (38,404) (79,815) Income tax (expense)/benefit 77,553 -

Profit/(Loss) for the year 39,149 (79,815)

Other comprehensive income/(loss) Effective portion of changes in fair value of cash flow hedges 4,967 1,384 Foreign currency translation differences 1,004 4,069 Other comprehensive income/(loss) for year, net of tax 5,971 5,453

Total comprehensive profit/(loss) attributable to equity holders of the Company

45,120 (74,362)

Barminco Holdings Pty Limited b) Statement of financial position

2016 2015 $’000 $’000

Assets

Cash and cash equivalents 58,417 101,223 Trade and other receivables 48,528 51,750 Inventories 12,474 18,656 Other assets 2,967 5,190 Total current assets 122,386 176,819 Receivables 1,918 3,424 Investments 31,157 23,965 Property, plant and equipment 107,328 104,362 Intangibles 260,791 259,235 Deferred tax asset 74,801 - Derivative financial instruments - 10,545 Total non-current assets 475,995 401,531

Total assets 598,381 578,350 Liabilities Trade and other payables 51,010 50,686 Borrowings 2,592 69 Employee benefits 24,674 27,749 Provisions 208 20 Total current liabilities 78,484 78,524 Borrowings 425,219 860,933 Borrowings – related parties 29,726 21,181 Employee benefits 1,645 2,726 Derivative financial instruments 5,419 - Total non-current liabilities 462,009 884,840

Total liabilities 540,493 963,364 Net assets/( liabilities) 57,888 (385,014)

Equity

Contributed equity 396,442 4,722 Reserves 6,146 (5,887) Accumulated losses (344,700) (383,849)

Total equity 57,888 (385,014)

Barminco Holdings Pty Limited

As at, and throughout, the financial year ending 30 June 2016 the parent entity of the Group was Barminco Holdings Pty Limited.

2016 2015 $’000 $’000 Result of parent entity Profit/(Loss) for the year 2,555 (44,298) Other comprehensive income - -

Total comprehensive income/(loss) for the year 2,555 (44,298)

Financial position of parent entity at year end Current assets 149 72 Total assets 172,483 122,222 Current liabilities - - Total liabilities (10,000) (360,434) Total equity of the parent comprising of: Share capital 396,442 4,722 Interest free loan reserve 6,421 - Accumulated losses (240,380) (242,934)

Total equity 162,483 (238,212)

a) Parent entity contingencies

Barminco Holdings Pty Limited has no contingent liabilities as at 30 June 2016. (2015: Nil)

b) Parent entity capital commitments

Barminco Holdings Pty Limited has no capital commitments as at 30 June 2016. (2015: Nil)

c) Parent entity guarantees in respect of the debts of its subsidiaries

The parent entity has entered into a Deed of Cross Guarantee with the effect that the Company guarantees debts in respect of its subsidiaries.

Further details of the Deed of Cross Guarantee and the subsidiaries subject to the deed are disclosed in note 28.

29. Parent entity disclosures

Barminco Holdings Pty Limited 30. Contingencies

a) Contingent liabilities

Contingent liabilities include;

(i) bank guarantees provided under the syndicated debt working capital facilities;

(ii) insurance performance bonds for mining clients.

The table below outlines the exposure and limits respectively.

Outstanding as at

30 June 2016

Limit as at

30 June 2016

Outstanding as at

30 June 2015

Limit as at

30 June 2015

$’000 $’000 $’000 $’000 Bank guarantee 361 361 310 310 Insurance bond 1,000 1,000 1,000 1,000

1,361 1,361 1,310 1,310

A jointly controlled entity (AUMS Mali) has recently been the subject of a routine taxation inspection by the Mali tax authority. The authority has assessed additional taxes. The company is currently working with the tax authorities in Mali for resolution. The total additional tax assessed on the jointly controlled entity is $21,500,000 of which $8,300,000 has been provided for. Based on tax advice received, the company believes that no additional tax liability exists and therefore no additional taxation provision is recognised. The maximum assessment for additional tax that has not been provided for is the equivalent of A$6,600,000 being the 50% Group’s share.

b) Off balance sheet arrangements

Other than operating leases, as set out in note 21, the Group does not have any material off balance sheet arrangements.

Barminco Holdings Pty Limited

Directors’ Declaration For the year ended 30 June 2016

1) In the opinion of the directors of Barminco Holdings Pty Limited:

a) the annual financial report and notes that are set out on pages 9 to 62, are in accordance with the Corporations Act 2001, including:

i) giving a true and fair view of the Group’s financial position as at 30 June 2016 and of its performance for the financial year ended on that date; and

ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and

b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

2) There are reasonable grounds to believe that the Company and the group entities identified in note 27 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and those group entities pursuant to ASIC Class Order 98/1418.

3) The directors draw attention to note 2(a) to the annual financial report, which includes a statement of compliance with International Financial Reporting Standards.

Signed in accordance with a resolution of the directors:

K. Gordon Chairman Perth, WA, 5 September 2016

Barminco Holdings Pty Limited

Independent auditor’s report For the year ended 30 June 2016

.

,

KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Liability limited by a scheme approved under Profession Standards Legislation.

Independent auditor’s report to the members of Barminco Holdings Pty Limited

Report on the financial report We have audited the accompanying financial report of Barminco Holdings Pty Limited (the Company), which comprises the consolidated statement of financial position as at 30 June 2016, and consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended on that date, notes 1 to 30 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the Group comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ responsibility for the financial report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement whether due to fraud or error. In note 2, the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements of the Group comply with International Financial Reporting Standards.

Auditor’s responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding of the Group’s financial position and of its performance.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Barminco Holdings Pty Limited Independent auditor’s report (continued) For the year ended 30 June 2016

Auditor’s opinion In our opinion:

(a) the financial report of Group is in accordance with the Corporations Act 2001, including:

(i) giving a true and fair view of the Group’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and

(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.

(b) the financial report also complies with International Financial Reporting Standards as disclosed in note 2.

KPMG

Graham Hogg Partner

Perth

5 September 2016

29469

THE ISSUER

Barminco Finance Pty Limited

390 Stirling CrescentHazelmere, WA 6055

Australia

LEGAL ADVISORS

to the Issuer

as to U.S. and Australian lawBaker & McKenzie

AMP Centre, Level 2750 Bridge Street

Sydney, NSW 2000Australia

as to Singapore lawBaker & McKenzie. Wong & Leow

8 Marina Boulevard #05-01Marina Bay Financial Centre Tower 1

Singapore 018981

to the initial purchasers

as to U.S. lawSkadden, Arps, Slate, Meagher & Flom LLP

c/o 42/F Edinburgh TowerThe Landmark

15 Queen’s Road CentralHong Kong

as to Australian lawKing & Wood Mallesons

1 Farrer PlaceSydney, NSW 2000

Australia

AUDITORS TO THE ISSUER

KPMG235 St Georges Terrace

Perth, WA 6000Australia

TRUSTEE, REGISTRAR AND PRINCIPAL PAYING AGENT

The Bank of New York Mellon101 Barclay Street, 21st Floor

New York, NY 10286United States

SECURITY TRUSTEE

Global Loan Agency Services Australia Nominees Pty LtdLevel 39, 385 Bourke Street

Melbourne, VIC 3000Australia

01076

6US$350,000,000

Barminco Finance Pty Limited

6.625% Senior Secured Notes due 2022

OFFERING CIRCULAR

Goldman, Sachs & Co. HSBC SC Lowy

April 11, 2017