Finders Resources : Confirmation of Release - Fifth Supplementary Bidder's Statement

TO: COMPANY: DATE: SUBJECT:

26 November 2018

Eastern Field Developments Limited - Off Market Takeover Offer to acquire all the ordinary shares in Finders Resources Limited (FND) - Fifth Supplementary Bidder's Statement

ASX Market Announcement Office ASX Limited

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We act for Eastern Field Developments Limited (EFDL).

On behalf of EFDL, we attach Fifth Supplementary Bidder's Statement dated 26 November 2018 issued by EFDL in relation to its takeover offer for the ordinary shares in Finders Resources Limited (ACN 108 547 413) (Finders).

Yours faithfully

Iffla Wade

Page 1

Fifth Supplementary Bidder's Statement

• 1. Introduction

  This document is the fifth supplementary bidder's statement dated 26 November 2018 (Fifth Supplementary Bidder's Statement) to the bidder's statement dated 23 October 2017 (Original Bidder's Statement) issued by Eastern Field Developments Limited BVI Co No 1955552 (Eastern Field) in relation to its off-market takeover bid for all the ordinary shares in Finders Resources Limited ACN 108 547 413 (Finders) that existed as at the Register Date and lodged with the Australian Securities and Investments Commission (ASIC) on 23 October 2017.

  This Fifth Supplementary Bidder's Statement supplements, and should be read together with, Eastern Field's Original Bidder's Statement, its first supplementary bidder's statement dated 17 November 2017, the replacement bidder's statement dated

  17 November 2017, its second supplementary bidder's statement dated 21 March 2018, its third supplementary bidder's statement dated 17 July 2018 and its fourth supplementary bidder's statement dated 19 November 2018 (collectively, the Bidder's Statement).

• 2. Offer Period

  Eastern Field's fourth supplementary bidder's statement dated 19 November 2018 recorded that:

  • 1. The maximum 12 month offer period for Eastern Field's offer under section 624 of the Corporations Act 2001 (Cth) (Corporations Act) was due to expire on 19

  • November 2018.

  • 2. It would be an anomalous position if Eastern Field was required to close its offer due to the application of this statutory provision prior to the final determination of the issues referred to in that supplementary bidder's statement (relating to proceedings brought by Eastern Field seeking judicial review of a decision of the Takeovers Panel review Panel dated 6 June 2018).

  • 3. Therefore, Eastern Field had applied for a modification to permit Eastern Field to extend its offer beyond the usual 12 month period.

  • 4. ASIC by ASIC Instrument 18-1066 dated 19 November 2018 had granted a modification to enable EFDL to extend the offer period beyond 19 November 2018 to 26 November 2018 pending ASIC's consideration of an application which if granted, would permit the offer period to be extended for a further period.

  ASIC by ASIC Instrument 18-1094 dated 26 November 2018 has now granted a further modification to permit Eastern Field to extend its offer beyond the usual 12 month period (subject to certain conditions). A copy of that ASIC instrument is attached as Annexure A.

  In essence, the modification works as follows:

• 1. The instrument is designed, to the extent possible in the circumstances, to maintain the status quo in relation to Eastern Field's bid pending the outcome of the judicial review process (in Eastern Field Developments Limited v Takeovers Panel (Constituted by its members Ian Jackman SC, David Williamson SC and Ron Malek) and Ors (WAD No 319 of 2018) (Judicial Review)).

• 2. The instrument permits Eastern Field to extend the bid to the date that is:

  a.

  (Court determination) 28 days after the Court makes final orders that do not include an order remitting the matter to the Panel (or formally declines to make final orders); or

  b. (Panel determination) if the Court makes final orders remitting the matter back to the Panel, the date that is 35 days after the Panel makes final orders (See paragraph 5(b) of the instrument).

  This means, effectively, that the final outcome of the Judicial Review proceedings will be known before Eastern Field is required to close its offer. Eastern Field will be required to lodge a supplementary bidder's statement no later than two business days after the exact closing date becomes known to it setting out that date.

• 3. At present, Eastern Field's offer does not extend to Finders shares that were issued after the Register Date (the holders of which shares are the Ex-Takeover Holders). At present, Finders shares held by Ex-Takeover Holders are subject to a holding lock and those shares can neither be accepted into the bid nor traded. The instrument seeks to enable, to the extent possible, arrangements to be made to remove these holding lock restrictions. This is done by enabling any Ex-Takeover Holder to request Eastern Field to extend its bid to shares held by them. Because the bid would extend to shares held by that Ex-Takeover Holder, a holding lock would no longer be required in respect of those shares and the relevant shares could be traded. If this occurred, however, the bid would simultaneously be suspended in respect of all shares meaning that any further acceptances would be taken to be received only if and when the suspension is released. If the offer period ends without the suspension being lifted, any acceptance received after the suspension takes effect will be void. (See paragraph 5(e) of the instrument).

• 4. The instrument seeks to ensure that existing holders of Finders shares, including the Ex-Takeover Holders, will have access to buy-out rights under section 662A of the Corporations Act if, at the close of the offer period, no order of either the Court or the Panel is made which has the effect of cancelling, before the end of the offer period, the acceptances in respect of 87,339,525 Finders shares managed by Taurus Funds Management Pty Ltd. This will therefore remain the case irrespective of any event that occurs after 26 November 2018 (for example a dilution of the bidder's holding below 90% due to a share issue). (See paragraph 6 of the instrument);

• 5. The instrument permits ASIC to direct Eastern Field to release the suspension of acceptances (see paragraph 5(e) of the instrument). Consistent with the objective

of maintaining the status quo until the outcome of the Judicial Review is known Eastern Field understands that ASIC does not presently intend to exercise this power unless requested to do so by Eastern Field, the Court or the Panel.

However as a regulator ASIC may seek to reconsider or amend any aspect of the regime set out above should it consider it necessary or appropriate to do so in the future.

• 3. What this means for Finders shareholders

• 3.1 Holders of shares to which the bid current extends

  There is a risk you will no longer be able to accept Eastern Field's Officer if you do not do so by 11 December 2018. This is because if an Ex-Takeover holder requests that the bid is extended to cover their shares after that date the bid will be suspended within 5 business days and may close while suspended.

  Although you can still submit an acceptance while the bid is suspended, any acceptance will not take effect unless the bid comes out of suspension before it closes.

  If you retain your shares after the offer closes you will still have the right to have your holding bought out at 23c per share under s662A if Eastern Field is unsuccessful in obtaining an order of the Court or the Panel cancelling the acceptance in respect of the Taurus holding. However if Eastern Field is successful you will not have this buy-out right.

  Eastern Field will advise when the outcome of the Judicial Review proceedings are known.

• 3.2 Holders of shares which are not part of the bid (Ex‐Takeover Holders)

  You are not currently entitled to accept the offer and your shares are currently subject to a holding lock.

  However after 11 December 2018 you have the right to request that the bid is suspended (if it is not already) and extended to cover you shares. This will mean that your shares will no longer be ex-takeover shares and may mean you are able to have the holding lock removed. However while you can still submit an acceptance while the bid is suspended, any acceptance will not take effect unless the bid comes out of suspension before it closes. This means that even if you request the bid is extended to your shares to enable the holding lock to be removed you may not be able to accept the bid.

  Whether or not you request the suspended bid is extended to your shares, you will retain your right to have your holding bought out at 23c per share under s662A following the close of the bid if Eastern Field is unsuccessful in obtaining an order of the Court or the Panel cancelling the acceptance in respect of the Taurus holding. However if Eastern Field is successful you will not have this buy-out right.

• 3.3 Purchasers of Finders shares on market

  Shares currently traded on market are all cum-takeover. As such any purchaser will be able to accept the bid unless and until the bid enters suspension.

If the bid is suspended then:

• (a) as with existing holders you will be unable to accept the bid; and

(b)as with other shareholders, whether or not you have a right to have your holding bought out by Eastern Field at 23c per share when the bid eventually closes will depend on whether or not Eastern Field is successful in obtaining an order from the court or the Panel cancelling the Taurus acceptance.

• 4. Other

• 4.1 Lodgement with ASIC

  A copy of this Fifth Supplementary Bidder's Statement was lodged with ASIC on 26 November 2018.

  This Fifth Supplementary Bidder's Statement will prevail to the extent of any inconsistency with the Bidder's Statement.

  Neither ASIC nor any of its officers take any responsibility for the contents of this Third Supplementary Bidder's Statement.

• 4.2 Defined terms

  Words and phrases defined in the Bidder's Statement have the same meaning in this Fifth Supplementary Bidder's Statement unless the context requires otherwise.

• 4.3 Authorisation

  This Fifth Supplementary Bidder's Statement has been approved by a resolution passed by the directors of Eastern Field Developments Limited BVI Co No 1955552.

Dated 26 November 2018

David Fowler

Director

For and on behalf of Eastern Field Developments Limited