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24 June 2008
To All Key Stakeholders in the High Lake and Izok Projects
Merger of Zinifex Limited and Oxiana Limited Approved by Zinifex Shareholders
An overwhelming majority of the Zinifex shareholders voted in favour of the merger of
Zinifex Limited and Oxiana Limited in a vote held on 16 June 2008. This and the
Supreme Court of Victoria’s approval of the merger pave the way for the formal
integration of the two companies’ operations.
The proposed name for the new, merged company is OZ Minerals Limited
symbolizing a true joining of equals; O for Oxiana and Z for Zinifex. Oxiana’s
Managing Director and CEO Owen Hegarty remarked that “OZ Minerals is a bold
name reflecting the coming together of two successful companies”.
Further details of the merger and the backgrounds of the two companies are enclosed
for your information. Please visit new website www.oxianaandzinifex.com to view a
video presentation from Owen Hegarty and Andrew Michelmore, CEO of Zinifex
Limited and to view information about the merged group.
This is an exciting development for our Canadian operations. The Izok and High Lake
projects hold prominent positions in the merged company’s development pipeline and
the larger, merged company is in a much stronger financial position to see these
projects through development and into production. Nunavut remains our key base of
operations in Canada and the vast mineral wealth and potential of the region will
ensure the region remains foremost in the OZ Minerals’ development plans.
If you have any questions regarding this exciting event, please do not hesitate to
contact me at 807-346-1668 or 807-251-6722 or by e-mail at
andrew.mitchell@zinifex.com.
Yours sincerely
Andrew Mitchell
Development Manager, Canadian Operations
Tel: 807 346 1668
Fax: 807 345 0284
Email: andrew.mitchell@zinifex.com
OZ Minerals Stakeholder Notification~ARM~24June2008.doc
20 June 2008
Zinifex obtains Court Approval of Scheme of Arrangement and Scheme
becomes Effective
The Supreme Court of Victoria has today given its approval to the scheme of
arrangement between Zinifex Limited (Zinifex) and its shareholders (the
Scheme) in relation to the merger of Zinifex with Oxiana Limited (Oxiana),
following approval of the Scheme at a meeting of Zinifex shareholders on 16
June 2008.
Zinifex has lodged a copy of the Court orders approving the Scheme with the
Australian Securities and Investments Commission (ASIC) and, accordingly, the
Scheme has become Effective. Zinifex shares will be suspended from trading
on the Australian Securities Exchange (ASX) with effect from the close of
trading today, pending provision of the Scheme Consideration by Oxiana on the
Implementation Date (1 July 2008) and pending de-listing of Zinifex shares from
quotation on the ASX.
Zinifex's release to ASX of 16 June 2008 ("Results of Scheme Meeting") sets
out the indicative timetable for the remainder of the steps to implement the
Scheme.
In addition to the steps set out in that timetable, Oxiana, as the continuing listed
entity, has convened an Extraordinary General Meeting (the EGM) of
shareholders for 18 July 2008 to seek shareholder approval to change the name
of Oxiana to OZ Minerals Limited, and to confirm the appointment of the current
Zinifex directors to the Board of Oxiana, among other matters. On 4 July 2008,
Oxiana will send a copy of the Notice of Meeting convening the EGM to Zinifex
shareholders who receive Oxiana shares pursuant to the Scheme, and those
shareholders will be entitled to attend, and vote at, the EGM provided that they
continue to hold their Oxiana shares as at the record date for the EGM.
Further details in relation to the Scheme and its implementation are set out in
the Scheme Booklet dated 9 May 2008 (which is available at www.zinifex.com)
(Scheme Booklet). Capitalised terms in this announcement have the meaning
given to them in the Scheme Booklet.
Important Note
It is the responsibility of all shareholders proposing to sell new Oxiana shares on
a deferred settlement basis to confirm their holding before doing so. As outlined
in the Scheme Booklet, Oxiana intends to despatch Holding Statements to
shareholders on 4 July 2008. Shareholders who sell their shares before they
receive a Holding Statement do so at their own risk.
For More Information Martin McFarlane, GM Investor & Community Relations,
61 3 9288 0479 or 0417 543 638 martin.mcfarlane@zinifex.com
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I refer to the proposed Scheme of Arrangement (the Scheme) between Zinifex
Limited (Zinifex) and its shareholders.
Zinifex shareholders today voted in favour of the Scheme which, subject to the
approval of the Supreme Court of Victoria being obtained, will result in the
implementation of the merger of Zinifex with Oxiana Limited.
The resolution to approve the Scheme was passed by:
• 99.27% of votes cast on the resolution; and
• 97.15% of the number of shareholders voting (either in person or by proxy).
Accordingly, the resolution to approve the Scheme received the required level of
shareholder support.
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080616 Letter to Australian Securities Page 2 of 3
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080616 Letter to Australian Securities Page 2 of 3
16 June 2008
AUSTRALIAN STOCK EXCHANGE AND MEDIA RELEASE
OXIANA AND ZINIFEX ANNOUNCE A PROPOSED NEW NAME – OZ MINERALS LIMITED
Today the name proposed for the merged Company of Oxiana and Zinifex was announced at a Zinifex
Scheme Meeting to vote on the merger. An announcement on the results of the Zinifex Scheme Meeting
vote will occur later today. Final approval of the Scheme is subject to Court approval on 20 June 2008.
The proposed name is OZ Minerals Limited. Shareholder approval of the new name will be sought at
an Oxiana Extraordinary General Meeting on 18 July. The proposed ASX code for the new company is
OZL.
OZ Minerals is a strong name representing the powerful heritage and achievements of both companies.
Taking the first letters from the names of both companies also symbolises this merger of equals.
Oxiana’s Managing Director and CEO Owen Hegarty said “OZ Minerals is a bold name reflecting the
coming together of two successful companies. OZ Minerals will have an enhanced position in the global
mining sector.
“With its new scale and capability OZ Minerals will be poised for growth and will work rapidly to capitalise
on the opportunities presented by continuing strong fundamentals for commodities.”
Please visit new website www.oxianaandzinifex.com to view a video presentation from Owen Hegarty and
Andrew Michelmore and to view information about the merged group.
OXIANA LIMITED │ Respect – Action – Performance – Openness │ WWW.OXIANA.COM.AU
Level 9, 31 Queen Street T: +61 3 8623 2200 E: admin@oxiana.com.au
Melbourne, Victoria 3000 F: +61 3 8623 2222 ABN: 40 005 482 824 ASX OXR
3 March 2008
AUSTRALIAN STOCK EXCHANGE AND MEDIA RELEASE
OXIANA AND ZINIFEX TO MERGE TO CREATE A MAJOR DIVERSIFIED MINING COMPANY
Oxiana Limited (“Oxiana”) and Zinifex Limited (“Zinifex”) today announce that they have entered into a
definitive agreement to merge their businesses, creating a new major diversified base and precious
metals mining company with global capability. The merged company will be re-named and will remain
headquartered in Melbourne, Australia.
Transaction Highlights
• Zinifex shareholders will receive 3.1931 Oxiana shares for each Zinifex share they own. The terms
reflect a merger of equals with the merged entity to be owned 50% by Oxiana and Zinifex
shareholders, respectively.
• The Board of Oxiana and the Board of Zinifex each believe that the new entity will be better
positioned for growth than either company on a standalone basis.
• The merger will combine two companies with highly complementary operational, development and
exploration profiles and create a group with:
o A market capitalisation of approximately A$12 billion, making it the 3rd largest diversified
mining company listed on ASX.
o The world’s second largest producer of zinc and a substantial producer of copper, lead,
gold and silver.
o Five competitive mining operations in Australia and Asia and three new mining projects in
development.
o A large portfolio of diversified development and exploration activities throughout
Australia, Asia and North America.
o A net cash balance of approximately A$1.9 billion (as at 31 December 2007) and
combined EBITDA (in calendar year 2007) of approximately A$1.7 billion.
o A strong platform to grow both organically and through acquisitions.
• Upon completion of the merger, Mr. Barry Cusack, Chairman of Oxiana, will remain Chairman and
Mr. Andrew Michelmore, current Chief Executive Officer and Managing Director of Zinifex, will be
CEO of the merged entity. All the current directors of both companies will form the Board of the
merged entity. Mr. Owen Hegarty, current Managing Director and CEO of Oxiana, will become a
Director of the merged entity and Chairman of the Integration Committee of the Board. Importantly,
Mr. Hegarty’s skills, experience and drive will continue to be available to the merged company. Mr.
Peter Mansell, Chairman of Zinifex, will chair the Remuneration and Nomination Committee.
• The senior management team will be drawn from the two companies’ existing management teams
and, given the scale of the combined group and its development pipeline, overlap of roles is
expected to be minimal.
• Upon completion, the combined entity will be re-named, reflecting the new and expanded business
that will be created through the merger.
• The entitlements of shareholders of both Oxiana and Zinifex to receive the dividends declared by
both companies in February 2008 will not be affected by the proposed merger.
• The merger will be implemented by way of a Scheme of Arrangement (“Scheme”) between Zinifex
and its shareholders.
• Zinifex will seek a Court order to convene a Zinifex shareholders’ meeting in May / June 2008, to
approve the Scheme. Subject to receiving other necessary Court and other approvals, the merger is
expected to be implemented in June / July 2008.
• Zinifex’s recommended takeover offer for Allegiance Mining NL will not be affected by the proposed
merger.
• Directors of both companies are strongly supportive of the proposed merger and Zinifex’s Directors
unanimously recommend that shareholders vote in favour of the proposed merger, in the absence of
a superior offer. Each Director of Zinifex intends to vote all of the Zinifex shares they own in favour
of the Scheme.
“We are proposing a true merger of equals and the ratio of 3.1931 Oxiana shares for each Zinifex share
reflects this,” said Mr. Cusack and Mr. Mansell, in a joint statement.
“The merger terms reflect our Boards' mutual judgment that relative market valuations are the appropriate
basis to ensure both groups of shareholders receive equivalent value in the proposed merger. We took
into account the volume-weighted average prices of both companies over the period during which the
Boards of Oxiana and Zinifex have been actively considering the proposed merger, due diligence and the
prospects of each company,” the Chairmen said.
The Chairmen continued, “We believe the proposed merger will create value for both Oxiana and Zinifex
shareholders. The combined company will have a major presence in both the zinc and copper markets,
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both of which are strongly leveraged into the rapidly expanding economies of Asia and elsewhere in the
developing world. In addition, the combined group will have a very strong balance sheet and will be well-
equipped to succeed in any market environment.”
Mr. Hegarty, who has led Oxiana since 1996, said, “Oxiana and its people have been single-minded in
their commitment to building a major mining house and the proposed merger with Zinifex is a huge step
towards the achievement of that objective.”
Mr. Michelmore said, “Similarly, since it listed in 2004, Zinifex has been a great success story, generating
exceptional shareholder value through the contribution of a team of dedicated people. The opportunity to
combine two of Australia’s best-performing mining companies is very exciting.”
“The combination makes strong strategic sense,” he continued, “The two companies have largely
complementary asset portfolios and development pipelines and the merged entity will be very well
positioned to benefit from the strength of demand for commodities we see stretching out for many years.”
Andrew Michelmore added, “In addition to the physical assets, both companies have highly-skilled
workforces and management teams, which in combination will make the merged entity a resources
powerhouse.”
“Andrew, who will become the CEO of the merged entity, is the right person to take the combined
company forward,” noted Owen Hegarty. “Andrew has extensive experience in the mining industry, both in
Australia and internationally and I am personally delighted that he has enthusiastically accepted the
challenge of leading the merged entity through the next stages of its growth.”
Significant benefits for all shareholders
The merger will combine two companies with highly complementary operational, development and
exploration profiles. The scale and profile of the merged entity, its strong cashflow and healthy balance
sheet will differentiate it from its peers and enable it to continue to capitalise on continued strong
commodity markets.
The merged entity will combine two experienced and innovative management teams, and provide
opportunities to leverage the abilities of more than 8,000 employees (including contractors) globally
during a period of high demand for resources industry skills. It will have the experience and financial
strength to pursue attractive growth opportunities and deliver enhanced value to shareholders.
Clear strategic vision
The merged entity will pursue the vision of becoming a major diversified mining company, with growing,
competitive and sustainable operations. It will maintain and grow its core base and precious metals
businesses and will selectively seek to diversify its operations across different commodities and
geographies as attractive and value enhancing opportunities become available. Its prime motivation will
3
be to generate sustainable growth in shareholder value while adhering to the highest standards of
workplace health and safety, environmental management and community engagement.
A major diversified mining company
In 2007, combined production was:
Oxiana Zinifex Combined
Copper cathode (kt) 62.5 - 62.5
Copper in concentrate (kt) 15.4 1.7 17.1
Zinc in concentrate (kt) 132.0 611.0 743.0
Lead in concentrate (kt) 8.1 65.3 73.4
Gold (koz) 151.2 31.8 183.0
Silver (koz) 3,310.0 6,951.2 10,261.2
The merged entity will be the world’s second-largest producer of zinc in concentrates.
Copper will also be a core commodity for the merged entity, and will be a focus of further expansion and
development.
A substantial and complementary development pipeline
The merged entity will have a very attractive development pipeline, delivering short, medium and long-
term growth options:
• The Prominent Hill copper-gold project in South Australia will commence concentrate production
towards the end of 2008 and, after a short ramp-up period, is expected to produce 117,000
tonnes of copper and 86,000 ounces of gold in 2009 (the first full year of production). Prominent
Hill has an initial mine life of 10 years. Further discoveries have indicated the potential to extend
mine life and expand production, and expansion studies are underway.
• The Martabe project in Indonesia is planned to commence production in 2010 with 200,000
ounces of gold and 2 million ounces of silver to be produced over an initial 9 year mine life.
Martabe is subject to final Indonesian Government approvals, which are expected in April 2008.
• Discovery of two potential new ore bodies at Golden Grove mine in Western Australia has seen
the commencement of studies into extending and expanding the current underground mining
operation. These studies, along with studies to develop open-pittable resources, have the
potential to add eight years to mine life.
• The expansion of the Sepon SX/EW copper operation in Laos by 30% (to 80,000 tpa), with first
production planned for 2010.
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• Drilling at the Rosebery mine in Tasmania continues to deliver extremely promising results raising
expectations of a further material increase in the resource. The goal is now to extend the mine life
at Rosebery to beyond 2030. Given this encouraging outlook, work has begun to assess options
to upgrade and expand the Rosebery operation.
• The Dugald River deposit in Queensland is one of the world’s most significant undeveloped lead
and zinc deposits. The feasibility study for Dugald River commenced in early 2007 and is on track
for completion in late 2008. Development undertaken to date has met all key measures, including
costs, and Dugald River is expected to produce over 200,000 tpa of zinc for at least 15 years.
Zinifex has also identified the potential for further upside at Dugald River through copper
production.
• Izok Lake and High Lake are high grade undeveloped copper and zinc deposits located in the
Nunavut region, Canada, with significant development potential. Recent drilling has extended
mineralisation at Izok Lake and satellite targets nearby have the potential to increase resources
at both sites. Infrastructure and environmental studies are underway at Izok Lake and High Lake.
A pre–feasibility study for Izok Lake is due to commence in 2008, with first concentrate production
expected in 2014 and an expected mine life of 10 years. Development at High Lake is expected
to take place after Izok Lake development is complete, with expected production in 2016 and an
expected mine life of 12 years.
• Zinifex has made a bid to acquire Allegiance, which owns the Avebury underground nickel mine.
The Avebury mine is expected to produce around 8,500 tonnes of nickel contained in high grade
nickel concentrates annually, with the potential for near–term expansion. Initial production is
scheduled for 2Q 2008 for an initial mine life of 9 years, with extension likely. Zinifex is optimistic
of completing this acquisition now that it is recommended by the Allegiance Board. The
acquisition will have an estimated cost of A$850 million.
Strong resource position
Based on the most recently published resources statements, the merged entity’s pro-forma JORC
resources profile (contained metal) will be:
Oxiana Zinifex Combined
Copper (kt) 4,002.6 813.1 4,815.7
Zinc (kt) 1,196.2 16,611.4 17,807.6
Lead (kt) 130.8 2,468.3 2,599.1
Gold (Moz) 14.3 1.7 16.0
Silver (Moz) 153.2 254.6 407.8
Nickel (kt) 620.0 — 620.0
Cobalt (kt) 47.0 — 47.0
(NB: this table does not include any resources associated with Allegiance)
5
In addition, the merged entity will own 46% of Toro Energy Limited, which has uranium resources of
21.3Mlb and a number of exploration projects in Australia and Africa.
Attractive exploration portfolio
The merged entity will have a major commitment to growth through exploration success:
• Oxiana has an extensive exploration portfolio in Asia along with a number of projects in Australia.
Projects at varying stages of maturity are being tested in Laos, Thailand, Cambodia, China and
Australia.
• Zinifex maintains an extensive exploration portfolio, with exploration programs in Australia,
Sweden, Mexico, Tunisia and China, as well as extensive exploration activities around its existing
operations at Rosebery and Century mines.
Strong balance sheet and cash flow generation
The merged entity will have a strong financial presence. Pro-forma financial data for calendar 2007 are:
A$ million Oxiana Zinifex (1) Combined
Gross revenue 1,196.3 1,638.5 2,834.8
EBITDA 595.1 1,071.4 1,666.5
NPAT 305.8 612.2 918.0
Cash on hand (2) 246.1 2,228.0 2,474.1
Interest-bearing debt (2) 420.8 118.1 538.9
Notes:
(1) Sum of reported results from continuing operations for second half 2006/07 and first half 2007/08.
(2) As at 31 December 2007.
Well positioned to pursue value enhancing growth opportunities
The strength of the merged entity will enable it to accelerate its development projects and to selectively
pursue global acquisition opportunities. The combined group will be well positioned to participate in the
global consolidation of the mining industry as it identifies opportunities to further enhance shareholder
value.
Transaction details
A Merger Implementation Agreement has been signed by both parties under which they have agreed to
proceed with a merger by way of a Scheme between Zinifex and its shareholders. Under the terms of the
proposed merger, Zinifex shareholders will receive 3.1931 Oxiana shares for each Zinifex share they
hold. Oxiana shareholders will continue to hold their existing ordinary shares. It is expected that Zinifex
6
shareholders will be eligible for capital gains tax rollover relief in respect of the proposed merger, subject
to obtaining a class ruling from the Australian Tax Office.
The merger is subject to regulatory, Court and Zinifex shareholder approvals, together with other
customary conditions.
A Scheme Booklet setting out the terms for the merger, Independent Expert’s Report and the reasons for
the Zinifex Directors’ recommendations is expected to be circulated to all Zinifex shareholders in April /
May 2008. A meeting of Zinifex shareholders to consider the Scheme is expected to be held in May / June
2008 and the merger is expected to be implemented in June / July 2008.
The agreement includes a commitment by both parties not to solicit alternative transactions to the merger.
Each company has agreed to pay a break fee to the other party equal to A$55 million under certain
circumstances.
Further details regarding the key terms of the Merger Implementation Agreement are set out in
Attachment 1.
Indicative timetable for completion
Announcement of proposed merger 3 March 2008
Record Date for Oxiana final dividend 19 March 2008
Record Date for Zinifex interim dividend 7 April 2008
Payment Date for Oxiana final dividend 9 April 2008
Payment Date for Zinifex interim dividend 21 April 2008
Dispatch Scheme Booklet to Zinifex shareholders April / May 2008
Zinifex Scheme Meeting May / June 2008
Implementation of merger June / July 2008
Advisers
Morgan Stanley and Gryphon Partners are acting as financial advisers to Oxiana and Clayton Utz is
Oxiana’s legal adviser. UBS Investment Bank and Lazard Carnegie Wylie are acting as financial advisers
to Zinifex and Allens Arthur Robinson is Zinifex’s legal adviser.
Presentation details
The CEOs of both companies will conduct a joint briefing at 11:00am Monday 3 March. The briefing will
be webcast live, and can be viewed from either company’s website:
www.oxiana.com.au
www.zinifex.com
7
For further information, please contact:
Oxiana Zinifex
Natalie Worley Martin McFarlane
Public Affairs Manager Group Manager Investor and Community
Phone: +61 3 8623 2217 Relations
Mobile: +61 409 210 462 Phone: +61 3 9288 0479
Email: natalie.worley@oxiana.com.au Mobile: +61 417 543 638
Email: martin.mcfarlane@zinifex.com
Richard Hedstrom Matthew Foran
Corporate Affairs Manager Manager - Stakeholder Relations
Phone: +61 3 8623 2210 Phone: +61 3 9288 0456
Mobile: +61 400 580 043 Mobile: +61 409 313 637
Email: rhedstrom@oxiana.com.au Email: matthew.foran@zinifex.com
For media enquiries, please contact:
Hintons
Tim Duncan
Phone: +61 3 9600 1979
Mobile: +61 408 441 122
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Attachment 1.
SUMMARY OF MERGER IMPLEMENTATION AGREEMENT
Oxiana and Zinifex have entered into a Merger Implementation Agreement dated 2 March 2008 (MIA)
setting out each parties obligations in connection with the implementation of the Transaction.
A summary of the structure of the Transaction and an outline of the key terms and conditions of the MIA
are set out below.
Structure of Transaction
Zinifex will propose a scheme of arrangement under which Zinifex shareholders will transfer their shares
in Zinifex to Oxiana in exchange for ordinary shares in Oxiana. A Zinifex shareholder will receive 3.1931
Oxiana shares for each Zinifex share they hold.
Although the merger is proceeding by way of a Zinifex scheme of arrangement, the MIA records that the
principle of the Transaction is a merger of equals in which neither party is taking over the other party and
that a new merged group is being formed.
Conditions Precedent
Implementation of the Scheme is subject to the following conditions precedent:
• the approval of the Commonwealth Treasurer under the Foreign Acquisitions and Takeovers
Act 1975 and all other necessary regulatory approvals;
• ASX approval to the listing of Oxiana shares to be issued under the Scheme;
• the Scheme being approved by the Zinifex shareholders;
• no order (whether temporary or permanent) being made by any court or regulatory authority
preventing the Scheme coming into effect;
• Oxiana dispatching a notice of general meeting to each Oxiana shareholder (contingent on
approval of the Scheme at the Scheme Meeting) providing for a change of company name and
the confirmation of the appointment of new directors following the Implementation Date for the
Scheme;
• no "Oxiana Regulated Event", "Oxiana Material Adverse Change", "Zinifex Regulated Event"
or "Zinifex Material Adverse Change" (as defined in the MIA) occurring;
• the representations and warranties made by each of Oxiana and Zinifex in the MIA remaining
true and correct; and
• the Court approving the Scheme.
9
Implementation
Each of Oxiana and Zinifex is obliged to take all necessary steps to implement the Scheme in accordance
with the applicable Timetable, including assisting in the preparation of the Scheme Book, the provision of
information and the seeking of regulatory and court approvals. Further, each of Oxiana and Zinifex are
obliged to carry on their respective businesses in the ordinary and proper course that is substantially the
same manner as previously conducted.
The MIA contains specific provisions dealing with transitional issues, including a review of existing
employee incentive schemes, the reconstitution of the Board of Oxiana following Court approval, the
determination of the new name for the merged entity and a review of corporate governance policies.
Termination
The MIA provides for the following termination rights:
• by either party if there is a material breach of the MIA by the other party, by Oxiana if there
occurs a Zinifex Material Adverse Change, or a Zinifex Regulated Event or by Zinifex if there
occurs an Oxiana Material Adverse Change or an Oxiana Regulated Event;
• by either party if the Zinifex directors change their recommendation in respect of the Scheme;
• by Oxiana if, prior to the second court hearing, a third party acquires more than 50% of the
issued shares of Zinifex;
• by Zinifex if, prior to the second court hearing, a third party acquires more than 50% of the
issued shares of Oxiana;
• by either party if the Scheme is not approved by Zinifex shareholders or the Court, if there is
an order made restraining the Scheme, if the conditions precedent are not satisfied, or the
Scheme does not otherwise come into effect by 3 September 2008; and
• by Zinifex if there is a Competing Proposal in relation to Oxiana (subject, in certain
circumstances, to an obligation on the part of Zinifex to consult with Oxiana prior to
termination).
Exclusivity
Oxiana and Zinifex have mutually agreed that:
• neither party will solicit or encourage Competing Proposals;
• neither party will negotiate or enter into discussions with any person in relation to a Competing
Proposal; and
• neither party will permit a third party to undertake due diligence investigations in respect of it,
10
however, the last two restrictions will not apply to unsolicited Competing Proposals which the relevant
Board determines are Superior Proposals and where the relevant Board determines further that a failure
to respond to the Competing Proposal would be a breach of their fiduciary duties.
In the event that either Zinifex or Oxiana receive a Competing Proposal, they must give notice of the
Competing Proposal to the other party and allow the other party time to make a counter proposal.
Break Fee
Oxiana and Zinifex have agreed that the amount of $55 million ("the Liquidated Amount") will become
payable in the following circumstances:
• Oxiana will pay the Liquidated Amount to Zinifex if the MIA is terminated because of Oxiana's
material breach, or the occurrence of an Oxiana Regulated Event;
• Zinifex will pay the Liquidated Amount to Oxiana if the MIA is terminated because of Zinifex's
material breach, or the occurrence of a Zinifex Regulated Event;
• Oxiana will pay the Liquidated Amount to Zinifex if there is a Competing Proposal for Oxiana
which is not capable of being accepted by the Zinifex shareholders (in relation to the Oxiana
shares they would receive under the Scheme) and as a result of the Competing Proposal a
third party acquires more than 50% of the shares in Oxiana;
• Oxiana will pay the Liquidated Amount to Zinifex if the Oxiana Board recommends either a
Competing Proposal which would not be open for acceptance by Zinifex shareholders (in
relation to the Oxiana shares they would receive under the Scheme) or which has as a
condition a requirement that Oxiana not proceed with the Scheme and either the MIA is
terminated or the Scheme is not approved by Zinifex shareholders;
• Zinifex will pay the Liquidated Amount to Oxiana if a Competing Proposal is announced before
the Scheme Meeting (or any earlier termination of the MIA) and prior to 3 September 2008 the
applicable third party acquires control of Zinifex; and
• Zinifex will pay the Liquidated Amount to Oxiana if a majority of the Zinifex Board:
• change their recommendation of the Scheme (except if the change of
recommendation arises as a result of the Independent Expert giving a report that
the Scheme is not in the best interests of Zinifex shareholders, and after the Zinifex
Board has consulted in good faith with Oxiana concerning their proposed change of
recommendation); or
• recommend a Competing Proposal for Zinifex.
Reimbursement of Costs
Oxiana and Zinifex have agreed to reimburse each other for advisor costs up to a maximum amount of
11
$5 million in the event that, in the case of Oxiana, Zinifex terminates the MIA as a result of an Oxiana
Material Adverse Change or, in the case of Zinifex, Oxiana terminates the MIA as a result of an Zinifex
Material Adverse Change.
Standstill
Each of Oxiana and Zinifex have agreed that they will not, during the period of the MIA and until
September 2008 acquire an interest in the other’s shares other than under the Scheme.
Exceptions to this apply if:
• a takeover offer or other merger proposal for Zinifex or Oxiana (as relevant) is made or
announced by a third party; or
• an acquisition of more than 5% of the shares in Zinifex or Oxiana (as relevant) by a person
other than an Institutional Investor occurs,
or following the occurrence of an Oxiana Regulated Event or a Zinifex Regulated Event.
Representations and Warranties
Each of Oxiana and Zinifex has given representations and warranties to the other which are considered to
be normal for an agreement of this kind.
Definitions
Competing Proposal means a proposed or possible transaction to acquire more than 20% of the shares
in, acquire the assets of, acquire control of or merge with Oxiana or Zinifex (as the case may be).
Scheme means the scheme of arrangement to be proposed by Zinifex under the Transaction.
Scheme Meeting means the Court ordered meeting of Zinifex shareholders to approve the Scheme.
Superior Proposal means a Competing Proposal which delivers superior economic benefits to
shareholders when compared to the Scheme.
Transaction means the proposed merger of equals by way of the Scheme between Oxiana and Zinifex.
12
Oxiana and Zinifex merger
Strength — Diversity — Growth
March 2008
Page 1
Important notice
The purpose of this material is to provide general information about the proposed transaction between Oxiana Limited (“Oxiana”) and
Zinifex Limited (“Zinifex”). This material is not and does not constitute an offer, invitation or recommendation to subscribe for, or purchase
any shares. Neither this material nor anything contained in it shall form the basis of any contract or commitment.
Reliance should not be placed on the information or opinions contained in this material. This material does not take into consideration the
investment objectives, financial situation or particular needs of any particular investor. Any decision to purchase or subscribe for shares
should only be made after undertaking an independent assessment and determination as to the information to be contained in the Scheme
Booklet to be subsequently issued and after seeking appropriate financial advice.
No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information,
opinions and conclusions contained in this material. To the maximum extent permitted by law, Oxiana, Zinifex and their affiliates and
related bodies corporate, and their respective officers, directors, employees, agents and advisers disclaim any liability (including, without
limitation any liability arising from fault or negligence) for any loss or damage arising from any use of this material or its contents, including
any error or omission therefrom, or otherwise arising in connection with it.
Any forecasts and other forward-looking statements set out in this material are based on a number of estimates, assumptions and pro
forma adjustments that are subject to business, economic and competitive uncertainties and contingencies, with respect to future business
decisions, which are subject to change and in many cases outside the control of Oxiana and Zinifex. Any forecasts contained in this
material may vary from actual financial results, and these variations may be material and, accordingly, neither Company nor their Directors
can give any assurance that the forecast performance in any forecasts or any forward-looking statement contained in this material will be
achieved. Neither Company undertakes to revise the material to reflect any future events or circumstances.
This material may not be lawfully published in some jurisdictions or may only be provided to certain persons and you must not view this
material if to do so would be unlawful in your jurisdiction or may otherwise place either Company under obligations which it has not
complied with.
All figures are expressed in Australian dollars unless stated otherwise.
Page 2
Presenters
Mr Owen Hegarty Mr Andrew Michelmore
Chief Executive Officer and Chief Executive Officer and
Managing Director Managing Director
Oxiana Zinifex
Page 3
Agenda
1. OPENING REMARKS 5
2. MERGER SUMMARY 6
3. TRANSACTION RATIONALE 7
4. QUESTIONS & ANSWERS
Page 4
1 Building a platform for growth
Combined vision to build a major diversified mining company
A true 50 / 50 “merger of equals”—equal sharing of benefits
Zinifex Scheme of Arrangement—3.1931 Oxiana shares per Zinifex share
Combines two highly complementary asset portfolios, growth profiles, cash flow and
balance sheet profiles, market positions and management teams
Strategically positioned to capture continued strong demand growth
Financial strength and management capability to accelerate growth
Page 5
2 Merger summary
Merger terms ♦ 3.1931 Oxiana shares for every Zinifex share
Ownership ♦ Oxiana 50% / Zinifex 50%
Structure ♦ Merger unanimously recommended by both Boards
♦ Implemented via Zinifex Scheme of Arrangement
♦ Approximately 3,101 million shares outstanding upon completion
♦ Mutual break fee of $55 million
Company name ♦ New name for the combined entity to be determined
and headquarters ♦ Corporate headquarters in Melbourne
Conditions ♦ Zinifex shareholder vote (75% of shares voted and 50% of shareholders
voting)
♦ Other customary conditions and Court approval
Indicative ♦ Scheme Booklet dispatched—April 2008 / May 2008
timetable ♦ Zinifex shareholder vote—May 2008 / June 2008
Page 6
3 Creating a major diversified mining company
A strong platform to deliver superior growth
A Enhanced market position
B Complementary portfolios
C High quality assets
D A diversified company
E Strong cash flows and balance sheet
F Sustainable demand for commodities
G Strategic focus
H Strong and complementary development pipeline
I Experienced Board and management team
Page 7
A Enhanced market position
Top 25 ASX company and 3rd largest Australian diversified mining company
S&P/ASX 200 (Resources companies¹) Global mining peers
* BHP Billiton 209.3 Grupo Mexico 19.3
* Rio Tinto 160.5 Teck Cominco 18.6
Fortescue Metals 22.0 Antofagasta 17.0
Newcrest 17.3
Vedanta 13.4
* Combined 11.6
Combined 11.6
Lihir Gold 8.3
First Quantum 6.8
Alumina 7.3
Oxiana 6.1
Oxiana 6.1
Zinifex 5.4
Zinifex 5.4
Ivanhoe 5.3
Aquarius Platinum 4.2
Inmet 4.5
Paladin Energy 3.8
Mount Gibson 2.8 Lundin 3.6
Kagara Zinc 1.1 Equinox 3.5
Independence 1.1 HudBay 2.6
0 10 20 30 40 50
150 60
200 70
250 0 5 10 15 20 25
(A$ billion market capitalisation) (A$ billion market capitalisation)
Source: Bloomberg and Datastream as at 29 February 2008
Note:
1. * Denotes diversified mining companies
Page 8
B Complementary portfolios
Complementary asset portfolios with leverage to continued global growth
Operations
Australia
1. Century (zinc/lead)
2. Golden Grove (zinc/copper/gold/silver)
3. Rosebery (zinc/lead/copper/gold/silver)
Laos
10 11 4. Sepon Copper (copper)
5. Sepon Gold (gold)
Projects under development
Australia
6. Prominent Hill (copper/gold)
8 12
4 5 Indonesia
7
7. Martabe (gold/silver)
Laos
1
9
8. Sepon Copper expansion (copper)
2 6
Project pipeline
3
Australia
9. Dugald River (zinc/lead/silver)
Oxiana assets
Canada
Zinifex assets
10. High Lake (zinc/copper)
Oxiana exploration focus 11. Izok Lake (zinc/copper)
Zinifex exploration focus Laos
12. Sepon Gold expansion (gold)
Page 9
C High quality assets
Diversified portfolio with attractive asset characteristics
Significant scale
– World’s second largest zinc producer by mine production
– 200kt pa copper producer post Prominent Hill
High grade mines
– High quality / low impurities concentrate
– Copper cathode production at Sepon
Long mine life
– Significant reserve and resource base
– Further exploration upside
Cost competitive
– Large scale zinc and copper producer with competitive cost position
Page 10
D A diversified company
Broader operational and geographic footprint provides stability
20071 gross revenue by metal2
Copper Gold Silver Copper Copper
53% Zinc 1% 4% 1% 23%
30% Lead Prominent Hill
7%
+ =
development
Silver
4%
Lead
4% Gold
Zinc
5%
63%
Gold Lead
Silver 10% Zinc 6%
4% 87%
20071 gross revenue by geography
Laos
22%
Australia
45%
Laos
55%
+ Australia
100%
= Australia
78%
Indonesia and
Canada
Oxiana Zinifex Combined
Note:
1. Pro forma for the year ended 31 December 2007
2. Zinifex revenue split based on production for the year ended 31 December 2007 multiplied by average London Metal
Exchange and Comex metals prices for the equivalent period
Page 11
E Strong cash flows and balance sheet
Financial strength to support growth strategy
Combined pro forma EBITDA of $1,666 million for 2007¹
Combined pro forma NPAT of $918 million for 2007¹
Combined cash on hand of $2,474 million as at 31 December 2007
Combined interest-bearing debt of $539 million as at 31 December 2007
Combined net cash balance of $1,935 million as at 31 December 2007
Source: Company financial reports
Note:
1. For the year ended 31 December 2007. Based on continuing operations for Zinifex
Page 12
F Sustainable demand for commodities
Well positioned to capture continued strong global growth in demand
Market fundamentals remain attractive
Growth in China remains robust
– Supported by increasing growth from India, Brazil, Russia and the rest of Asia
Comparative copper intensity Comparative zinc intensity
12 12
10 10
kg/capita/annum
kg/capita/annum
8 8
6 6
4 4
2 2
0 0
1998 2006 1998 2006
Japan Korea China Japan Korea China
Source: Broker research Source: Broker research
Page 13
G Strategic focus
Pursue the shared vision of becoming a major global diversified mining company, with
growing, competitive and sustainable operations
Maintain and grow the core base and precious metals businesses and increasingly
diversify the operations across different commodities and geographies
Leverage the combined financial strength and management capability to capture the
opportunity set presented in the global commodities market
Generate superior sustainable growth in shareholder value
Maintain the highest standards for health, safety, environment and community
Page 14
H Strong and complementary development pipeline
The combined company is well positioned to deliver superior growth
Prominent Hill Martabe Rosebery
Copper / gold Gold / silver Upgrade
project project
Sepon Copper Prominent Hill Izok Lake Prominent Hill
Copper expansion UG expansion Zinc / copper UG expansion
Stage 1 Stage 2
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Golden Grove Sepon Gold Dugald River Golden Grove High Lake
Oxide pit Primary gold Zinc / lead / silver Copper sulphide Zinc / copper
project pit
Selective acquisition strategy to accelerate growth
Oxiana project Zinifex project
Page 15
I Experienced Board and management team
Highly experienced Board Board of Directors and CEO
Innovative and experienced management team Barry Cusack, Chairman
Extensive global and domestic mining expertise Combination of two individual Boards
Proven track record in operating global assets
Andrew Michelmore, Chief Executive Officer
and implementing development projects and Managing Director
A history of delivering long term growth
Owen Hegarty, Non-Executive Director and
Chairman of the Board Integration Committee
All Oxiana and Zinifex directors invited to join
the Board
Senior management
Senior management will be drawn from existing
Andrew Michelmore, Chief Executive Officer
management teams and Managing Director
– Limited overlap of roles given complementary “Resourced to grow”
operations
Page 16
Oxiana and Zinifex merger
Strength — Diversity — Growth
Page 17
APPENDIX A
Pro-forma overview1
Note:
1. Excludes impact of Allegiance
Page 18
Pro forma reserves & resources
Reserves1 Resources 1, 2
Oxiana Zinifex Combined Oxiana Zinifex Combined
Zinc (Kt) 606.0 5,629.0 6,235.0 Zinc (Kt) 1,196.2 16,611.4 17,807.6
Copper (Kt) 1,862.7 15.3 1,878.0 Copper (Kt) 4,002.6 813.1 4,815.7
Gold (Moz) 4.1 0.2 4.3 Gold (Moz) 14.3 1.7 16.0
Silver (Moz) 52.1 51.3 103.4 Silver (Moz) 153.2 254.6 407.8
Nickel (Kt) - - - Nickel (Kt) 620.0 - 620.0
Lead (Kt) 66.0 630.4 696.4 Lead (Kt) 130.8 2,468.3 2,599.1
Cobalt (Kt) - - - Cobalt (Kt) 47.0 - 47.0
Notes:
1. 100% basis, contained metal
2. Resources are inclusive of reserves
Page 19
Pro forma financials & production
Pro forma financials (2007 calendar year)
Oxiana Zinifex1 Combined
Gross revenue ($m) 1,196.3 1,638.5 2,834.8
EBITDA ($m) 595.1 1,071.4 1,666.5
NPAT ($m) 305.8 612.2 918.0
Cash on hand ($m) 246.1 2,228.0 2,474.1
Interest-bearing debt ($m) 420.8 118.1 538.9
Notes:
1. Sum of reported results for second half 2006/7 and first half 2007/8 based on continuing operations
Pro forma production (2007 calendar year)1
Oxiana Zinifex Combined
Zinc (Kt) 132.0 611.0 743.0
Copper (Kt) 77.9 1.7 79.6
Lead (Kt) 8.1 65.3 73.4
Gold (Koz) 151.2 31.8 183.0
Silver (Koz) 3,310.0 6,951.2 10,261.2
Note:
1. 100% basis
Page 20
APPENDIX B
Asset overviews
Page 21
Century (Zinifex)
Location Overview
Location Queensland, Australia
Ownership 100%
Reserves 46.2Mt @ 11.2% Zn, 1.1% Pb, 25.0g/t Ag
Resources1 54.6Mt @ 12.5% Zn, 1.4% Pb, 34.1g/t Ag
CY2007A 527 Kt Zn
production 44 Kt Pb
4 Moz Ag
Estimated mine 7+ years
life
Note:
1. Measured, indicated and inferred
Century
Page 22
Golden Grove (Oxiana)
Location Overview
Location Western Australia, Australia
Ownership 100%
Reserves 9.9Mt @ 2.0% Cu, 6.1% Zn, 0.7% Pb, 0.9g/t Au,
46.2g/t Ag
Resources1 29.8Mt @ 1.9% Cu, 4.0% Zn, 0.4% Pb, 0.8g/t Au,
40.6g/t Ag
CY2007A 132 Kt Zn
production 15 Kt Cu
8 Kt Pb
49 Koz Au
3 Moz Ag
Estimated mine 7+ years
life
Note:
1. Measured, indicated and inferred
Golden Grove
Page 23
Rosebery (Zinifex)
Location Overview
Location Tasmania, Australia
Ownership 100%
Reserves 3.8Mt @ 11.9% Zn, 3.2% Pb, 115.0g/t Ag, 1.7g/t Au,
0.4% Cu
Resources1 12.8Mt @ 12.1% Zn, 3.6% Pb, 135.2g/t Ag, 1.8g/t Au,
0.4% Cu
CY2007A 84 Kt Zn
production 22 Kt Pb
3 Moz Ag
31 Koz Au
2 Kt Cu
Estimated mine 12+ years
life
Note:
1. Measured, indicated and inferred
Rosebery
Page 24
Sepon (Oxiana)
Location Overview
Location Sepon, Laos
Ownership¹ 90%
Reserves Sepon Gold: 3.9Mt @ 1.6g/t Au, 2.8g/t Ag
Sepon Copper: 17.1Mt @ 4.6% Cu
Resources2 Sepon Gold: 60.2Mt @ 1.8g/t Au, 6.4g/t Ag
Sepon Copper: 67.5Mt @ 2.4% Cu, 12.0g/t Ag
CY2007A 102 Koz Au
production 145 Koz Ag
63 Kt Cu
Estimated mine Sepon Gold: 2+ years
life Sepon Copper: 10+ years
Notes:
1. 10% owned by Government of Laos; figures shown on 100% basis
2. Measured, indicated and inferred
Sepon, Laos
Page 25
Prominent Hill (Oxiana)
Location Overview
Location South Australia, Australia
Ownership 100%
Reserves 68.8Mt @ 1.3% Cu, 0.6g/ Au, 3.2g/t Ag
Resources1 Copper/Gold: 152.8Mt @ 1.2% Cu, 0.5g/t Au, 2.9g/t Ag
Gold Only: 38.2Mt @ 1.1g/t Au, 1.2 g/t Ag
Expected first Second half 2008
production
CY2008E 25 Kt Cu
production 15 Koz Au
75 Koz Ag
CY2009E 117 Kt Cu
production 86 Koz Au
390 Koz Ag
Prominent Hill Estimated mine 10 years for Stage 1 open pit. Underground expansion
life capable of supporting significant additional mine life
Estimated $1.1 billion
capital costs
Note:
1. Measured, indicated and inferred
Page 26
Martabe (Oxiana)
Location Overview
Location North Sumatra, Indonesia
Ownership 100%1
Reserves 37.7Mt @ 1.9g/t Au, 24.9g/t Ag
Resources2 138.2Mt @ 1.3g/t Au, 13.5g/t Ag
Project status Approved
Expected first 2010
production
Estimated 200 Koz Au
production 2 Moz Ag
Estimated mine 9 year initial mine life
life
Estimated US$310 million
capital costs
Notes:
1. 5% held in trust for local Indonesian stakeholders; figures shown on
100% basis
Martabe, 2. Measured, indicated, inferred
Indonesia
Page 27
Dugald River (Zinifex)
Location Overview
Location Queensland, Australia
Ownership 100%
Reserves na
Resources1 47.9Mt @ 12.1% Zn, 2.1% Pb, 44.0g/t Ag
Project status Development
Expected first 2011
production
Estimated mine 15+ years
life
Note:
1. Measured, indicated and inferred
Dugald River
Page 28
High Lake (Zinifex)
Location Overview
Location Nunavut, Canada
Ownership 100%
Reserves na
Resources1 17.3Mt @ 3.4% Zn, 0.3% Pb, 70.1g/t Ag, 1.0g/t Au,
2.3% Cu
Project status Development
Expected first 2016
production
Estimated mine 12+ years
life
Note:
1. Measured, indicated and inferred
High Lake
Page 29
Izok Lake (Zinifex)
Location Overview
Location Nunavut, Canada
Ownership 100%
Reserves na
Resources1 14.8Mt @ 12.7% Zn, 1.3% Pb, 70.5g/t Ag, 2.5% Cu
Project status Development
Expected first 2014
production
Estimated mine 10+ years
life
Note:
1. Measured, indicated and inferred
Izok Lake
Page 30
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