ASX Market Announcements
ASX Limited
20 Bridge Street
Sydney NSW 2000
18 July 2014

BY ELECTRONIC LODGEMENT

Dominic D Smith

Vice President & Company Secretary

Aurizon Holdings Limited

ABN 14 146 335 622

T +61 7 3019 9000

F +61 7 3019 2188

E CompanySecretary@aurizon.com.au

W aurizon.com.au

Level 17, 175 Eagle Street

Brisbane QLD 4000

GPO Box 456

Brisbane QLD 4001

Joint off-market bid for Aquila Resources Limited - Status of Defeating Conditions


Please find attached announcement for immediate release to the market. Yours faithfully

Dominic D Smith

VP & Company Secretary
For and on behalf of Aurizon Operations Limited

18 July 2014

Company Announcements Officer

ASX Limited

20 Bridge Street

Sydney NSW 2000

And to:

Aquila Resources Limited

Level 14, 225 St Georges Terrace

Perth WA 6000

Dear Sir/Madam

JOINT OFF-MARKET BID BY BAOSTEEL RESOURCES AUSTRALIA PTY LTD AND AURIZON OPERATIONS LIMITED - STATUS OF DEFEATING CONDITIONS

We refer to the joint takeover offer by Baosteel Resources Australia Pty Ltd ABN 66 154 815 362 and Aurizon
Operations Limited ABN 47 564 947 264 (together, the Bidders) as set out in their bidders' statement dated
14 May 2014 (as supplemented by supplementary bidders' statements dated 5 June 2014, 20 June 2014, and
7 July 2014).
The Bidders attach, in accordance with section 630(3) of the Corporations Act 2001 (Cth), a formal notice in relation to the status of the defeating conditions in section 12.7 of the Bidders' Statement.

Ms Yiming Wu

Director
Baosteel Resources Australia Pty Limited
ABN 66 154 815 362

Registered office

Level 20, Allendale Square

77 St Georges Terrace

Perth WA 6000

AUSTRALIA

Mr Dominic D Smith

Director
Aurizon Operations Limited
ABN 47 564 947 264

Registered office

Level 17

175 Eagle Street

Brisbane QLD 4001

AUSTRALIA

Corporations Act 2001 (Cth)

NOTICE BY BAOSTEEL RESOURCES AUSTRALIA PTY LTD ABN 66 154 815 362 (BAOSTEEL) AND AURIZON OPERATIONS LIMITED ABN 47 564 947 264 (AURIZON) UNDER SECTION 630(3) OF STATUS OF DEFEATING CONDITIONS

To: ASX Limited
Aquila Resources Limited (Aquila)
This is a notice given by Baosteel and Aurizon in relation to the offers dated 6 June 2014 made under their joint off-market takeover bid for all of the ordinary shares in Aquila (Offer) and contained in their bidders' statement dated 14 May 2014 (as supplemented by their supplementary bidders' statements dated 5 June
2014, 20 June 2014, and 7 July 2014).
In accordance with section 630(3) of the Corporations Act 2001 (Cth), Baosteel and Aurizon give notice that:
(i) so far as the Bidders know, none of the defeating conditions have been fulfilled, except for those conditions set out in the following section of the Offers:
(A) section 12.7(a) ('Minimum Acceptance Condition'); (B) section 12.7(b) ('Baosteel FIRB approval'); and
(C) section 12.7(c) ('Aurizon FIRB approval');
(ii) on 3 July 2014 Baosteel and Aurizon declared the Offers free from the conditions set out in section
12.7(d) to 12.7(k) (inclusive) of the Offers, and accordingly, the Offers are free from all conditions set out in section 12.7 of the Offers;
(iii) each Bidder's voting power in Aquila is 95.94%, so far as the Bidders know.

DATE 18 July 2014



Ms Yiming Wu Mr Dominic D Smith
Director Director
Baosteel Resources Australia Pty Limited Aurizon Operations Limited

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