Aditya Birla Minerals : ABML DIRECTORS TO RECOMMEND PROPOSED INCREASED OFFER FROM METALS X

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26 April 2016

ABML DIRECTORS TO RECOMMEND PROPOSED INCREASED OFFER FROM METALS X

The directors of Aditya Birla Minerals Limited (ABML; ASX:ABY) today note that Metals X Limited (Metals X; ASX:MLX) has announced its intention to increase the consideration offered under its off-market takeover offer to acquire all of the shares in ABML (the Offer), by:

• increasing the scrip consideration to 1 Metals X share for every 4.5 ABML shares held; and

• adding a cash component of $0.08 per ABML share,

  (Increased Offer), conditional on Hindalco Industries Limited (Hindalco) being in a position to accept the Increased Offer once Metals X has made the formal variation to increase the offer consideration in accordance with section 650D of the Corporations Act 2001 (Cth) (Formal Variation).

  Hindalco, ABML's major shareholder, has informed ABML that it intends to accept the Increased Offer within three business days of the date on which each of the following conditions has been satisfied or waived by Hindalco1:

• no bona fide superior proposal being announced by a third party in the next 5 business days;

• Metals X lodging and providing the Formal Variation in respect of the Increased Offer; and

• written approval from the Reserve Bank of India, which is unconditional or subject only to conditions reasonably acceptable to Hindalco, that Hindalco may dispose of its ABML shares and subscribe for Metals X shares (RBI Approval).

Given Hindalco's 51% shareholding in ABML, control of ABML will pass to Metals X if the above conditions are satisfied.

The Increased Offer equates to $0.329 per ABML share based on the closing price of Metals X shares on 20 April 2016, the last trading day prior to Metals X and ABML shares going into trading halt. This compares to an ABML share price of $0.250 at the close of trading on 20 April 2016.

If the Formal Variation is made, any ABML shareholders who have already accepted the Offer will receive the increased consideration as per the Increased Offer.

The ABML directors have now concluded the Strategic Review process. If the Formal Variation is made, the ABML directors unanimously recommend that, in the absence of a superior proposal, ABML shareholders accept the Increased Offer.

ABML Managing Director Neel Patnaik said: "ABML has undertaken a comprehensive Strategic Review process over the past 6 months to assess all available alternatives with one objective in mind - to maximise value for all ABML shareholders. The Strategic Review enabled a robust price discovery process to be undertaken by ABML. Having now concluded the Strategic Review process, the ABML Board believes that, the Increased Offer, if it becomes available, would represent a superior, certain and fair outcome for ABML shareholders. In addition, Hindalco's acceptance of the Increased Offer would result in Metals X acquiring 80.8%2 of the outstanding shares in ABML."

As announced by Metals X, the offer was due to close on 28 April 2016, however Metals X has announced its intention to extend the offer period to close on 29 July 2016 (unless further extended). The extension is intended

1 Hindalco's intention was provided in writing on 22 April 2016 and it has given its consent for ABML to release it publicly.

2 Represents the sum of the 29.8% interest in ABML shares held by Metals X as at 26 April 2016 and Hindalco's 51% interest.

to allow Hindalco sufficient time to obtain the RBI Approval and to ensure ABML shareholders have time to consider the Increased Offer. If the parties reasonably anticipate that the RBI Approval (and, in turn, the Hindalco confirmation) may not be received prior to the end of the extended offer period, they agree to consult in good faith regarding a further extension to the offer period.

Full details of Metals X's Increased Offer will be set out in a second supplementary Bidder's Statement, expected to be issued by Metals X in due course. Thereafter, the ABML board's recommendation in relation to the Increased Offer will be issued in a second supplementary Target's Statement. Shareholders are encouraged to read both of these documents and, if they consider it appropriate, seek professional advice before deciding how to respond to Metals X's higher offer.

For further information please contact: Aditya Birla Minerals Limited

Neel Patnaik - Managing Director

Shanti Dugar -Chief Financial Officer Peter Torre -Company Secretary Telephone[phone]

Facsimile: [phone] Email:[e-mail]