Platinum Australia Limited : (Subject to Deed of Company Arrangement)

ASX ANNOUNCEMENT

Platinum Australia Limited (Subject to Deed of Company Arrangement) ACN 093 417 942 ("the Company" or "PLA")

ASX code: PLA 25 February 2013

Platinum Australia Limited and Jubilee Platinum plc execute Implementation

Deed for merger to create significant South African platinum group

The Deed Administrator of PLA is pleased to announce that PLA and Jubilee Platinum plc (Jubilee) have executed an Implementation Deed to merge the two companies, to create a large Anglo-Australian-South African platinum mining group with the potential to be a significant producer within the top 5 platinum producers in the world.
The merger will be implemented by way of a Scheme of Arrangement under the Australian Corporations Act 2001 (the Scheme). Under the terms of the Scheme, PLA Shareholders will receive consideration in the form of Jubilee shares that will give PLA
Shareholders 30.75% of the merged entity. Based on the current number of Jubilee shares on issue, it is estimated that PLA
shareholders will receive approximately 0.386 Jubilee shares for each PLA share held. This ratio will increase slightly if Jubilee shares (or securities convertible into shares) are issued prior to the Scheme being implemented. Unless a PLA Shareholder otherwise elects, the Jubilee consideration shares will take the form of CHESS depositary interests (CDI) which Jubilee will apply to have listed on ASX. Upon completion of the merger, Jubilee shareholders will own 54.5% of the merged entity.
A condition of the Scheme is the approval by PLA creditors to the variation of PLA's deed of company arrangement (DOCA)
under which the debt owed by the creditors of PLA will be compromised or settled for a combination of cash and Jubilee shares, and claims of PLA creditors will be extinguished. PLA creditors (including PLA's major secured creditor, Macquarie Bank Limited (MBL)) will hold approximately 14.75% of the merged entity. The terms on which it is proposed that the PLA creditors' claims
will be compromised is attached to the Implementation Deed. MBL has executed a Transaction Support Deed under which MBL
has agreed to support and vote in favour of the creditors' compromise at the meeting of PLA creditors to vary PLA's DOCA.
Merger highlights

• The merger will create a significant Anglo-Australian-South African platinum group metals mining group with the potential

to be a significant producer within the top 5 platinum producers in the world.

• The Dilokong tailings agreement concluded with PLA to use its Smokey Hills Mine concentrator agreement accelerates the

processing of Dilokong tailings by some 14 months to commence during the first half of 2013.

• The reopening of the Smokey Hills Mine is fully capitalised and ready for production. It is expected that the mine would be

brought into production during the second half of 2013.

• The merged company would have access to the ConRoast metallurgical process for its future concentrate production.

• With the exception of Tjate Platinum, all of the projects are near term with relatively low capital requirements. It is intended

that the combined group grows its earning profile from cash generated by its own operations.
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• PLA holds the rights to the Rooderand Platinum project in the western limb of the Bushveld complex, which fits the

production model and complements the Smokey Hills Mine.

• The combined management team has a solid track record of both operational, financial and corporate experience and

delivery.
Leon Coetzer, Managing Director of Jubilee said: "Jubilee has always been clear on its mission to form a fully integrated Mines to Metal company by combining world class platinum exploration assets with operational mines and refining processes.
This Transaction is driven both by the quality of assets that are merged to form such an integrated company as well as the opportunity offered to Jubilee shareholders in acquiring the assets at such favourable terms. The enlarged group offers significant value to both Jubilee and PLA shareholders in the formation of a uniquely positioned platinum mining and processing company."

John Lewins, Director of PLA said: "We believe that the synergies realised from this merger between PLA and Jubilee will create a company in which the sum is greater than the parts. Upon finalising the merger, we intend to very quickly bring the Smokey Hills mine back into production and enhance the operation by using any spare processing plant capacity to treat chrome tailings. The merged company will have an excellent pipeline of shallow, low cost development projects it will be looking to bring into production in the short to medium term and the large high grade Tjate Project to be developed in the longer term. The merged company will be well placed to obtain the necessary funding to develop these projects and grow into a substantial producer".

Recommendations
Deed Administrator's recommendation to PLA Shareholders
The Deed Administrator recommends to PLA Shareholders that they vote in favour of the Scheme at the Scheme Meeting, in the absence of a superior proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of PLA Shareholders. On the same basis, each PLA director intends to vote in favour of the Scheme any PLA shares which he or she controls.
The Deed Administrator has appointed Stanton International Securities to prepare an Independent Expert's report on whether the offer from Jubilee is in the best interests of PLA Shareholders. The Independent Expert's report will be included in the Scheme Booklet to be sent to shareholders in due course.
Jubilee Board's recommendation to Jubilee Shareholders
The Board of directors of Jubilee unanimously recommend that Jubilee shareholders vote in favour of the resolutions to be put to Jubilee shareholders in relation to the Scheme and the Jubilee shares to be issued pursuant to the Scheme. On the same basis, each Jubilee director intends to vote any Jubilee shares he or she controls in favour of those Jubilee shareholder resolutions.
Deed Administrator's recommendation to PLA creditors
The Deed Administrator recommends to PLA creditors that they vote in favour of the variation of PLA's DOCA, that will be put to
PLA creditors on the terms set out in Annexure C of the Implementation Deed.
Management team and Board of Directors
Following completion of the Scheme, it is intended that Jubilee's Board of directors will comprise the following persons:

• Colin Bird as non-executive Chairman (Jubilee nominee);

• Dr Matthew Phosa as non-executive Deputy Chairman (Jubilee nominee);

• Leon Coetzer as Managing Director and Chief Executive Officer (Jubilee nominee);

• John Lewins as a non-executive Director (PLA nominee);

• Gavin Ferguson as an executive Director and Chief Operating Officer (PLA nominee); and

• a Group Financial Director.

Scheme structure and terms
The Scheme is subject to certain conditions precedent including PLA shareholder, PLA creditor and court approval of
the Scheme, Jubilee shareholder approval, the Independent Expert concluding the Scheme is in the best interest of PLA Shareholders and certain other regulatory approvals.
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Another condition to the scheme is that Jubilee execute facility agreements with lenders to fund the merged entity's activities, in an amount of at least 190 million South African rand. As previously announced by Jubilee, it has secured indicative terms sheets for this financing from a number of financial institutions.
For the Scheme PLA shareholder approval, a simple majority of PLA shareholders present in person or by proxy must vote in favour, and the resolution to approve the Scheme must be passed by at least 75% of the votes cast at the Scheme meeting. For the Jubilee shareholder approval, a special resolution of Jubilee shareholders is required to approve the merger.
The outstanding PLA options, that are held by MBL and John Lewins (a PLA director), will be cancelled upon implementation of the Scheme for nominal consideration.
The Implementation Deed provides for customary deal protections, including commitments not to solicit alternative transactions to the merger, and the payment of a $400,000 break fee by each party in certain circumstances. In addition,
each company has granted the other party a right to match competing proposals. The Implementation Deed also provides for limited termination rights.
A full copy of the executed Implementation Deed entered into by Jubilee and PLA is attached to this announcement, and a summary of the key terms of the Implementation Deed is provided in Schedule 1 of this announcement.
Terms of PLA creditor compromise
The Scheme process will run concurrently with the process for the compromise of PLA creditor claims under the proposal described in Annexure C of the Implementation Deed, that will occur pursuant to a variation of PLA's holding DOCA executed on 18 October 2012. This variation will be subject to implementation of the Scheme occurring.
The proposal will effect a compromise between PLA and its unsecured creditors, whereby creditor claims will be extinguished in consideration for those creditors receiving a beneficial interest (to the extent of their admitted claim) in a to-be-created creditors' trust (Trust), the assets of which will comprise cash to be distributed to the beneficiaries in accordance with their admitted claims. A portion of the admitted claims of unsecured creditors will also be settled by the direct issue of shares in Jubilee. The Deed Administrator will be the trustee of the Trust. On the Scheme implementation date, the varied DOCA will operate to extinguish all PLA creditor claims.
Pursuant to the terms of the Trust:

• Priority unsecured creditors (i.e. PLA employees) will receive 100 cents in the dollar in compromise of their admitted claims.

• For the benefit of other unsecured creditors (being all unsecured creditors other than priority creditors), each ordinary

unsecured creditor with an admitted claim will receive:

• up to the first A$15,000 of their claim in cash (subject to downwards adjustment in the event additional claims are

realised and adjudicated, or current admitted claims are adjusted for a value greater than ascribed); and

• for those ordinary unsecured creditors that have admitted claims in excess of the cash amount, Jubilee shares in respect of the balance (again, subject to downwards adjustments in the event additional claims are realised and adjudicated, or current admitted claims are adjusted for a value greater than ascribed).

If, after paying all cash amounts to ordinary unsecured creditors with admitted claims, cash remains in the Trust Fund, the
Trustee will return to Jubilee the balance.
Under the proposal, PLA's major secured creditor MBL would have its group debt compromised directly through a combination of cash and Jubilee shares as follows:
a) If the quantum of the MBL's debt is A$21.2 million, then Jubilee will issue to MBL 83,885,210 shares in the form of Jubilee CDIs and pay to MBL the sum of A$9.8 million.
b) If the quantum of MBL's debt is greater than $21.2 million, in addition to the Jubilee shares and cash referred to at (a), any excess will be paid to MBL in cash.
c) If the quantum of MBL's debt is below A$21.2m, the cash to be paid and Jubilee shares issued to MBL under (a) will be reduced as follows:

• 50% of the deficiency in cash; and

• that number of Jubilee shares representing the amount of 50% of the deficiency at 9 pence per Jubilee share (at the

GBP:AUD exchange rate on the date immediately preceding the Completion date).

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Under the MBL Transaction Support Deed, the terms of which are summarised in Schedule 1, MBL has agreed to support and vote in favour of the PLA creditors' compromise. This Deed also sets out the terms upon which MBL's debt will be settled and, subject to MBL receipt of the cash and Jubilee shares in accordance with the terms of the creditors' compromise, MBL will release all securities granted in favour of MBL by PLA and a number of its subsidiaries.
Next steps
A Scheme Booklet containing information relating to the proposed transaction, details of the Scheme meeting and details of the treatment of PLA Creditors is expected to be sent to PLA Shareholders at the beginning of April 2013. The circular to Jubilee shareholders is expected to be dispatched at the same time.
A meeting of PLA Creditors to vote on the proposed treatment of their debt is expected to be held in April 2013.
A scheme meeting of PLA Shareholders to vote on the proposed Scheme is expected to be held at the beginning of May 2013. Subject to the approval of the Scheme by PLA Shareholders, PLA Creditors and the court and the timely satisfaction (or waiver) of the conditions precedent, PLA and Jubilee expect the Scheme to be implemented by mid-May 2013.
Advisers and legal counsel
PLA's Deed Administrator is Bryan Hughes of Pitcher Partners. Clayton Utz is PLA's Australian legal counsel, ENS is its South

African legal counsel, and its UK legal counsel is Field Fisher Waterhouse LLP.

Jubilee's JSE sponsor is Sasfin Capital, a division of the Sasfin Bank Limited, its AIM Nominated Advisor (NOMAD) is finnCap
Limited, its Australian legal counsel is Hardy Bowen and its South African legal counsel is AJH Attorneys.
About Jubilee
Jubilee is a mining exploration and development company with a primary focus on platinum group elements (PGE). Through recent acquisitions, Jubilee has added PGE and ferroalloy smelting and refining to its capability. Jubilee aims to create an integrated mine-to-metals company with a primary focus on platinum. This mission is based on modern and thoroughly- proven smelting technology to process Jubilee's own and other's high-chrome PGE concentrates and, importantly, to improve mining environments by reprocessing mine tailings dumped by other miners.
Jubilee's prime asset in South Africa is the Tjate platinum project, in which it has a 63% beneficial interest. The project's exploration area is judged to host the world's largest undeveloped block of defined platinum ore, covering some 5,140 hectares.
In October 2009, Jubilee acquired Braemore Resources plc, which holds an exclusive licence to the ConRoast process for the smelting of high chrome-bearing PGE concentrates and has acquired extensive process development expertise. Jubilee's first goal is to complete the establishment of commercial ConRoast operations to recover platinum group metals from difficult-

to-treat concentrates, residues and tailings. The ConRoast plant is being established at the recently acquired and strategically

located ferroalloy smelting facility in Middelburg.
Jubilee's 70%-owned Power Alt (Pty) Ltd, that owns the on-site 11MW gas-fired electricity generation plant in Middelburg,
has been awarded a tender to supply 5.1MW of power to the national electricity utility company worth an estimated ZAR12.4 million (GBP970 000 at current exchange rates) in sales, for an initial trial period of four months. The 5.1MW is surplus to current requirements of Jubilee's Middelburg smelter and more may become available following the review of continued use of older furnaces.
Jubilee's subsidiary company Pollux Investment Holdings (Pty) Ltd (to be renamed Jubilee Tailings Treatment Company (Pty) Ltd) has entered into an agreement with Phokathaba Platinum (Pty) Ltd, a South African subsidiary platinum mining company of Australian Stock Exchange listed Platinum Australia Ltd to toll process the 800,000 tonnes of Dilokong Chrome Mine platinum- bearing tailings using Phokathaba's concentrator on PLA's Smokey Hills mine in the Eastern Bushveld. On 13 June 2012 Jubilee was awarded the right to recover the platinum group metals contained in the Dilokong Tailings.

In Australia, Jubilee is evaluating the recovery of nickel from the tailings of the Leinster mine in Western Australia. Jubilee has rights through a tailings supply agreement with BHP-Billiton to test and, if appropriate, to process the nickel tailings from BHPB's Leinster mine and conditionally thereafter, from its Kambalda and Mount Keith operations.

Jubilee is dedicated to sustainable and socially responsible development and, as a company, ensures its projects adhere to the highest environmental standards. Jubilee is also a firm proponent for the role of foreign direct investment as a key form of social development in developing African countries.
About PLA
PLA is an ASX listed mining exploration company specialising in platinum group elements. PLA owns 70% of the Smokey Hills

Platinum Mine which is a shallow underground PGM operation. Due to prevailing low metal prices the mine was placed on care

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and maintenance in June 2012. PLA plans to commence treating chrome tailings through the Smokey Hills processing plant in early 2013 and dependent on metal prices, to restart underground mining operations during the second half of 2013.

PLA has two other advanced shallow PGM projects in South Africa, the Rooderand Platinum Project (PLA earning up to 70%

from Atla Mining) and the Kalahari Platinum (PLA earning up to 49% from ARM Platinum).

Following completion of a positive pre-feasibility study, development of the Rooderand PGM Project is planned to commence as soon as a Mining Right is issued, expected in early 2014.

Following the completion of a positive definitive feasibility study for the development of the PGM open pit Kalahari Platinum Project, PLA proposes to make an application for a Mining Right in early 2013 with a view to being in a position to commence development in late 2014.

BRYAN HUGHES

Deed Administrator
For further information, please contact: For PLA:
Pitcher Partners
Bryan Hughes - Deed Administrator
Tel [phone]
Platinum Australia Limited
John Lewins
Tel [phone]
For Jubilee:
Jubilee Platinum plc
Colin Bird/Leon Coetzer
Tel [phone] / Tel [phone]
Andrew Sarosi
Tel [phone]
finnCap Ltd

Matthew Robinson/Ben Thompson - corporate finance

Joanna Weaving - corporate broking

Tel [phone]
Shore Capital Stockbrokers Limited (Joint Broker)
Jerry Keen/Edward Mansfield
Tel: [phone]
Sasfin Capital
Leonard Eiser/Sharon Owens
Tel [phone]
Bishopsgate Communications Ltd

Nick Rome/Anna Michniewicz/Ivana Petkova

Tel [phone]

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE

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SCHEDULE 1: TRANSACTION DOCUMENT SUMMARIES

Summary of Implementation Deed

The summary below is not exhaustive of the matters which it deals with and readers should refer to the executed copy of the Scheme

Implementation Deed.

Platinum Australia Limited (PLA) and Jubilee Platinum plc (Jubilee) have entered into an Implementation Deed which sets out the terms of the Scheme and the basis upon which Jubilee will acquire all of the shares on issue in PLA. The Implementation Deed also sets out various obligations of the parties in connection with the Scheme, and the Creditors Compromise under which the debt

owed to the creditors of PLA will be compromised or settled for a combination of cash and Jubilee shares, and claims of PLA creditors will be extinguished. Each party is obliged to take all necessary steps to propose and implement the Scheme as soon as reasonably practicable.

PLA is obliged to commission a report from an Independent Expert, opining on whether the Scheme is in the best interests of PLA

shareholders.

Set out below is an outline of certain key terms of the Implementation Deed. A full copy of the executed Implementation Deed is attached to this announcement.

Scheme

Under the Scheme, PLA shareholders will transfer all their shares in PLA to Jubilee in exchange for the Scheme consideration.

The Scheme consideration provided to each PLA Shareholder will be their respective proportion (in proportion to their holding in PLA) of 30.75% of the merged entity in the form of Jubilee Shares (or Jubilee CDIs). This calculation is performed as at the record date for the Scheme.

Under the exceptions to the Jubilee regulated events, Jubilee may raise shares or securities convertible into shares representing not more than 5% of Jubilee's issued capital or an equivalent number of shares or securities convertible into shares to raise up to

£5,000,000. As the entitlement of PLA shareholders is determined by reference to a percentage interest in the merged entity, an additional equity capital raising by Jubilee prior to the record date for the Scheme will not dilute the interests of PLA shareholders in the merged entity, and PLA shareholders would in that case receive a slightly proportionately higher number of Jubilee shares.

Conditions precedent

The Scheme can only be implemented if certain conditions precedent are satisfied or waived. These include:

• (Accounts) delivery by PLA and Jubilee of 31 December 2012 accounts by 27 February 2013;

• (Regulatory approvals) PLA shareholders, Jubilee shareholders, ASIC and the Court approving the Scheme, and Jubilee and PLA

having received all necessary approvals from the South African Competition Commission in relation to the Scheme;

• (PLA creditor approval) PLA creditors approving the variation of the holding DOCA at a meeting of PLA creditors, that provides for the compromise of creditor claims in accordance with the Creditor Compromise summarised in the Announcement and detailed at Annexure C of the Implementation Deed;

• (Independent Expert) the Independent Expert giving an opinion that the Scheme is in the best interest of PLA Shareholders, and the

Independent Expert not changing or withdrawing that opinion before the Second Court Date;

• (Financing) execution of facility agreements by Jubilee (or any Jubilee group member) and financiers to provide funds of at least R190 million by the date of the Jubilee shareholder meeting to approve the Scheme, and the financial accommodation under those documents continuing to be available;

• (ASX admission) new Jubilee shares (in the form of Jubilee CDIs) issued as scheme consideration to PLA Shareholders (and to PLA

Creditors) have been approved for admission to the ASX; and

• (Regulatory authorities) no government, court or regulatory authority prohibits or restrains the completion of the Scheme.

Options

Contemporaneously with the execution of the Implementation Deed, each holder of PLA options (two holders holding 18,000,000 options) has executed an agreement with PLA providing for the cancellation of their options on the Implementation date, for payment of nominal consideration.

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Recommendations

PLA recommendations

The Deed Administrator must recommend to PLA Shareholders that they vote in favour of the Scheme at the Scheme Meeting, in the absence of a superior proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of

PLA Shareholders. On the same basis, each PLA director must declare that he or she intends to vote in favour of the Scheme any PLA

shares which he or she controls.

The Deed Administrator or the PLA directors may change or withdraw those recommendations or voting intentions if:

• the Independent Expert fails to give a positive opinion in relation to the Scheme;

• the Deed Administrator determines that a competing proposal for PLA is a superior proposal; or

• the Deed Administrator determines, in good faith after receiving independent and duly qualified advice, that it must do so because of its duties to PLA shareholders or PLA creditors.

Jubilee recommendations

The Board of directors of Jubilee must unanimously recommend that Jubilee shareholders vote in favour of the resolutions to be put

to Jubilee shareholders in relation to the Scheme and the Jubilee shares to be issued pursuant to the Scheme. On the same basis, each Jubilee director must declare that he or she intends to vote any Jubilee shares he or she controls in favour of those Jubilee shareholder resolutions.

The Jubilee Board or directors may change or withdraw those recommendations or voting intentions if:

• the Jubilee determines that a competing proposal for PLA is a superior proposal; or

• the Jubilee board determines, in good faith after receiving independent and duly qualified advice, that it must do so because of its duties to Jubilee shareholders.

Exclusivity

PLA and Jubilee have each agreed to certain exclusivity restrictions that restrict them from encouraging, or engaging with the proponent of a competing proposal up until the earlier of termination of the Implementation Deed, the implementation of the Scheme and 31 May 2013. These exclusivity arrangements include:

• (No shop) not soliciting or inviting competing proposals;

• (No talk) not participating or continuing to engage in any discussions or negotiations which may lead to a competing proposal; and

• (No due diligence) not provide information to a third party for the purposes of enabling that person to make an expression of interest, offer or proposal that might lead to a competing proposal.

These restrictions do not apply to unsolicited competing proposals where either the Deed Administrator (in the case of PLA) or the

Jubilee board (in the case of Jubilee) has determined in good faith and acting reasonably that:

• the competing proposal could reasonably be considered to be a superior proposal; or

• after receiving independent and duly qualified advice, that failing to respond to the competing proposal would be a breach of fiduciary or statutory obligations.

Each of PLA and Jubilee hold rights to match any competing proposal that a party proposes to enter into.

Payment of costs (break fees)

A break fee of A$400,000 will be payable by PLA to Jubilee if the Scheme does not proceed and any of the following occurs:

• a competing proposal for PLA is announced before the Scheme meeting and is completed within 1 year of the date of the

Implementation Deed;

• any of the following occurs and the Implementation Deed is terminated:

- PLA is in material breach of its obligations under the Implementation Deed and that breach is not remedied;
- a PLA regulated event occurs;
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- a PLA director changes his recommendation to PLA shareholders to support the Scheme (other than as a result of an event

that would trigger an obligation on Jubilee to pay the break fee); or

- the Deed Administrator recommends a competing proposal.

A break fee of A$400,000 will be payable by Jubilee to PLA if the Scheme does not proceed and any of the following occur:

• a competing proposal for Jubilee is announced before the Scheme meeting and is completed within 1 year of the date of the

Implementation Deed;

• any of the following occurs and the Implementation Deed is terminated:

- Jubilee is in material breach of its obligations under the Implementation Deed and that breach is not remedied;
- a Jubilee regulated event occurs;
- a Jubilee director changes his or her recommendation to support the Jubilee shareholder resolution to approve the Scheme

(other than as a result of an event that would trigger an obligation on PLA to pay the break fee); and

- a majority of Jubilee directors recommend a Jubilee Competing Proposal.

Termination

Either party may terminate the Implementation Deed before the second court date for the Scheme by written notice to the other if:

• any of the conditions precedent for that party's benefit have become incapable of satisfaction, or have not been satisfied or waived, by the End Date (being 31 May 2013 unless extended by agreement);

• the other party is in material breach of certain material obligations under the Implementation Deed and that breach is not

remedied; or

• a regulated event occurs with respect to the other party.

Jubilee may terminate the Implementation Deed before the second court date for the Scheme by written notice to PLA if the Deed Administrator publicly changes its recommendation for the Scheme or publicly recommends to PLA shareholders any superior proposal.

PLA may terminate the Implementation Deed before the second court date for the Scheme by written notice to Jubilee if a majority of the Jubilee board publicly changes their recommendation in relation to the Jubilee shareholder resolutions for the Scheme or publicly recommends to Jubilee shareholders any superior proposal.

Representations and warranties

Each party has given representations and warranties to the other which are considered to be usual for an agreement of this kind.

Summary of MBL Transaction Support Deed

PLA, Jubilee and Macquarie Bank Limited (MBL) have entered into a Transaction Support and Option Cancellation Deed (Transaction Support Deed) under which MBL has agreed to support and vote in favour of the creditors compromise at the meeting of PLA creditors to vary PLA's DOCA, amongst other matters including providing for the cancellation of the options to acquire PLA shares held by MBL, and the discharge of debt owed to MBL by a PLA and a number of its subsidiaries (Security Providers).

Conditions precedent

The operation of the MBL Transaction Support Deed is conditional on the satisfaction of the following conditions precedent:

• each Security Provider other than PLA executes a deed poll in favour of MBL acceding to the Transaction Support Deed, and agreeing

to release MBL from obligations under the PLA facility agreements;

• the Scheme becoming effective;

• PLA obtaining a waiver from ASX of the requirements under Listing Rule 6.23.2 to obtain PLA shareholder approval to the

cancellation of MBL's options; and

• the Security Providers having received all necessary approvals from regulatory authorities for the issues and transfers of cash contemplated under the Deed.

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Transaction support

MBL is obliged to exercise its voting rights as a PLA creditor to vote in favour of the variation of PLA's DOCA at a meeting of PLA creditors, provided that the variation effects of compromise of MBL's debt under the terms of the Creditor Compromise summarised in the Announcement and detailed at Annexure C of the Implementation Deed.

Cancellation of options

Under the Deed, MBL's options will be cancelled on the implementation date for the Scheme, for an aggregate consideration of A$1.

Settlement of MBL's debt

The debt owed by the Security Providers to MBL will be fully and finally settled on the implementation date on the following terms (unless otherwise reasonably directed by PLA to ensure the transfers and issues are compliant with all applicable laws and requirements of regulatory authorities):

• Jubilee must pay the cash payment and issue the Jubilee Shares (in the form of Jubilee CDIs) to the Security Providers in accordance

with the terms of the Creditors Compromise, in the amounts and numbers as directed by PLA; and

• each Security Provider will direct Jubilee to pay the cash payment, and issue the Jubilee Shares (in the form of Jubilee CDIs), to which it is entitled to MBL in full and final satisfaction and settlement of MBL's debt.

Releases

Subject to receipt by MBL of the cash and Jubilee shares it is entitled to under the terms of the Creditor Compromise:

• with effect from the Scheme implementation date, MBL releases and discharges the security held by it over the assets of the

Security Providers, and discharges all related encumbrances;

• MBL must do all further acts and do all things by law or reasonably requested by PLA by Jubilee to effect the releases and discharges, including providing all reasonable assistance in relation to the Security Providers granting or providing encumbrances in favour of new financiers; and

• with effect on and from the Scheme implementation date, each Security Provider releases MBL from its obligations under the MBL

finance documents.

Termination

The Transaction Support Deed terminates on the earlier of:

• if all of the conditions precedent set out in the Implementation Deed have not been satisfied or waived in accordance with their terms before the End Date under the Implementation Deed (31 May 2013 unless extended by agreement), on the End Date; and

• by notice from MBL to PLA and Jubilee if (a) the Implementation Deed terminates or (b) a majority of the Jubilee board changes its recommendations on the Jubilee shareholder resolutions concerning the Scheme or recommends a superior proposal.

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