Metro Mining : Takeover to Acquire Gulf Alumina

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ASX ANNOUNCEMENT

24 December 2015

Metro Mining Takeover to Acquire Gulf Alumina

Metro Mining Limited (ASX: MMI) (Metro) announced on 2 December 2015 an intention to make a takeover bid (the Offer) to acquire all of the shares in unlisted company Gulf Alumina Limited (Gulf).

A bidder's statement in respect of the Offer was lodged with the Australian Securities and Investments Commission and ASX on 10 December 2015.

Metro now confirms that it has sent the bidder's statement to all Gulf bid class security holders as required by item 6 of section 633(1) Corporations Act 2001 (Cth) today. A copy of the bidder's statement despatched to Gulf shareholders today is attached to this announcement.

For further Information Contact: CEO Mr Simon Finnis |Company Sec Mr Scott Waddell

T: [phone] F: [phone] | E: [e-mail] W: www.metromining.com.au ASX : MMI Registered Office Lvl 8, 300 Adelaide St, Brisbane PO Box 10955, Adelaide St, Brisbane Q 400

DISCLAIMER : Statements and material contained in this Announcement, particularly those regarding possible or assumed future performance, production levels or rates, commodity prices, resources or potential growth of Metro Mining Limited, industry growth or other trend projections are, or may be, forward looking statements. Such statements relate to future events and expectations and, as such, involve known and unknown risks and uncertainties. Graphs used in the Announcement (including data used in the graphs) are sourced from third parties and Metro Mining has not independently verified the information. Metro Mining is at an early development stage and while it does not currently have an operating bauxite mine it is taking early and preliminary steps (such as but not limited to Feasibility studies etc.) that are intended to ultimately result in the building and construction of an operating mine at its project areas. Although reasonable care has been taken to ensure that the facts stated in this Announcement are accurate and or that the opinions expressed are fair and reasonable, no reliance can be placed for any purpose whatsoever on the information contained in this document or on its completeness. Actual results and developments may differ materially from those expressed or implied by these forward looking statements depending on a variety of factors. Nothing in this Announcement should be construed as either an offer to sell or a solicitation of an offer to buy or sell shares in any jurisdiction.

Technical information about the Bauxite Hills Project. The information in this report that relates to Exploration Results is based on information compiled by Neil McLean who is a consultant to Metro Mining and a Fellow of the Australian Institute of Mining and Metallurgy (F.AusIMM).Mr McLean has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr McLean consents to the inclusion in the report of the matters based on information in the form and context in which it appears. The information in this report that relates to Mining and Reserves is based on information compiled by MEC Mining and reviewed by Maria Joyce, a Competent Person who is a Chartered Engineer of the Australasian Institute of Mining and Metallurgy. The information in this report to which this statement is attached that relates to the "Metro Mining - Bauxite Hills" Reserve Estimate based on information compiled by Maria Joyce, a consultant to Metro Mining and a Competent Person who is a Chartered Engineer of the Australasian Institute of Mining and Metallurgy. Maria Joyce is the head of the Technical Services division and full-time employee of MEC Mining Pty Ltd. Maria Joyce has sufficient experience that is relevant to the style of mineralization, type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Maria Joyce consents to the inclusion in the report of the matters based on her information in the form and context in which it appears.

ASX Announcement | 24 December 2015 | Page 1

BIDDER'S

STATEMENT

OFFER BY

METRO MINING LIMITED

to acquire ALL of your shares in

GULF ALUMINA LIMITED

in exchange for 3.3 Metro Shares for every 1 Gulf Share that you own

ACCEPT

The Offer is dated 24 December 2015 and will close at 7.00pm (Sydney time) on 15 February 2016, unless extended.

METRO

MINING

L IMIT E D

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to how to deal with it, you should consult your legal, financial or other professional adviser as soon as possible.

FINANCIAL ADVISER

Argonaut Capital Limited

LEGAL ADVISER

McCullough Robertson Lawyers

CONTENTS

Important notices 2

Letter from the Chairman 4

1. Why you should accept Metro's Offer 5

2. Frequently asked questions about the Offer 12

3. Profile of Metro 14

4. Profile of Gulf 24

5. Profile of Merged Group 30

6. Metro's Intentions 36

7. Risks 39

8. Offer Consideration 42

9. Tax Considerations 43

10. Additional Information 45

11. Definitions & Interpretation 50

12. Approval of Bidder's Statement 55

Acceptance Form 67

Corporate Directory 69

BIDDER'S STATEMENT | 1

IMPORTANT NOTICES‌

This Bidder's Statement is given by Metro Mining Limited

ACN 117 763 443 (Metro) under part 6.5 of the Corporations

Act and sets out certain disclosures required by the Corporations Act together with the terms of the Offer to acquire your shares in

Gulf Alumina Limited ACN 108 086 371 (Gulf).

This Bidder's Statement is dated 10 December 2015. It includes an Offer dated 24 December 2015 on the Offer Terms set out in Schedule 1.

A copy of this Bidder's Statement was lodged with ASIC and ASX on 10 December 2015. None of ASIC, ASX nor any of their officers takes any responsibility for the content of this Bidder's Statement.

Investment decisions

This Bidder's Statement does not take into consideration your individual investment objectives, financial situation or particular needs. You may wish to seek independent financial and taxation advice before deciding whether or not to accept the Offer for your Gulf Shares.

Forward looking statements

This Bidder's Statement contains certain forward looking statements and statements of current intention. The forward looking statements in this Bidder's Statement reflect views held at the date of this Bidder's Statement.

You should be aware that those statements involve inherent risks and uncertainties. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and those deviations are both normal and to be expected.

None of Metro, its officers or any person named in this Bidder's Statement with their consent or involved in the preparation of this Bidder's Statement makes any representation or warranty as to the accuracy or likelihood of fulfilment of any forward looking statement. You should not place undue reliance on those statements.

Competent Person's statements

The information in this Bidder's Statement that relates to Metro's bauxite exploration results is based on information compiled by Neil McLean who is a consultant to Metro and a Fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM).

Mr McLean has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person.

Mr McLean consents to the inclusion in this Bidder's Statement of the matters based on information in the form and context in which it appears. The 2004 JORC Code information has not been

updated to comply with the 2012 JORC Code on the basis that the information has not materially changed since it was last reported.

The information in this Bidder's Statement that relates to

Metro's bauxite reserves is based on information compiled by MEC Mining Pty Ltd (MEC) and reviewed by Maria Joyce,

a Competent Person who is a Chartered Engineer of the Australasian Institute of Mining and Metallurgy. The information in this Bidder's Statement to which this statement is attached that relates to the 'Metro Mining - Bauxite Hills' reserve estimate is based on information compiled by Maria Joyce, a consultant to Metro and a Competent Person who is a Chartered Engineer of the Australasian Institute of Mining and Metallurgy. Maria

Joyce is the head of the Technical Services division and full-time employee of MEC. Maria Joyce has sufficient experience that is relevant to the style of mineralisation, the type of deposit under consideration, and the activity being undertaken to qualify as a Competent Person. Maria Joyce has consented in writing to the inclusion in this Bidder's Statement of the matters based on her information in the form and context in which it appears.

In relation to references to resources in Metro's thermal coal resource in the Surat Basin, information in this Bidder's Statement relates to the compilation of existing data and exploration results. It is based on information compiled by Mr Ed Radley who is a Member of the Australasian Institute of Mining and Metallurgy (MAusIMM) (membership no. 300512). Mr Ed Radley is an independent geological resource consultant retained by Metro. Mr Radley has sufficient experience which is relevant to the style of mineralisation, the type of deposit under consideration and the activity which he is undertaking to qualify as a Competent Person. Mr Radley has consented in writing to the inclusion in this Bidder's Statement of the matters based on his information in the form and context it appears. The 2004 JORC Code information has not been updated to comply with the 2012 JORC Code on the basis that the information has not materially changed since it was last reported.

Defined terms

A number of defined terms are used in this Bidder's Statement. These terms are explained in section 11.

Privacy statement

Metro will collect your information from the register of Gulf Shareholders. The Corporations Act permits information to be made available to certain persons, including Metro. Your information may also be disclosed on a confidential basis to Metro's related bodies corporate and external service providers

and may be required to be disclosed to regulators such as ASIC. You can contact us for details of information held by us about you.

JORC Code compliance

Unless otherwise stated, the information in this Bidder's Statement concerning, and capitalised terms used in relation to, Metro's mineral resources and reserves, has been prepared and disclosed in accordance with the JORC Code.

The information in this Bidder's Statement pertaining to Gulf's mineral resources has been prepared in reliance on the information set out in section 4.12. Metro gives no guarantee, and otherwise makes no representation, that this information has been prepared in accordance with the JORC Code.

Information about Gulf

The information in this Bidder's Statement about Gulf is based on public information, including information that Gulf has provided to Gulf Shareholders from time to time. Gulf is an unlisted public company. The disclosure obligations of Gulf are less onerous than those of listed company and, accordingly, Gulf Shareholders are encouraged not to place undue reliance on the information about

Gulf in this Bidder's Statement. Metro does not, except as required by law, make any representation or warranty, express or implied, as to the accuracy or completeness of this information.

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