ERAMET Group

Offer for Mineral Deposits Limited (MDL) shares increased to A$1.75 as last and final

Paris, 13 June, 1:40 AM

PRESS RELEASE

ERAMET Group: Offer for Mineral Deposits Limited (MDL) shares increased to A$1.75 as last and final^[1]

• Increased Offer price at a 59% premium to the 1-month volume weighted average price^[2]
• The Offer will be declared unconditional if ERAMET reaches 50.01%^[3]

Accelerated 7 business day payment of the cash consideration

Offer period extended to close on 13 July 2018 (unless extended or withdrawn)

Following its press releases dated 27 April 2018 and 14 May 2018, ERAMET announces today an increase to its all-cash offer (Offer) for all of the issued shares in MDL that it does not already own to A$1.75 per MDL share (Improved Offer).

The Offer is subject to limited conditions, including a 50.01% minimum acceptance condition. ERAMET intends to declare the Offer free from all conditions if it acquires a relevant interest in at least 50.01% of all MDL shares (on a fully diluted basis)^[4].

The Improved Offer of A$1.75 per MDL share is last and final and will not be increased in the absence of any alternative or competing proposal in relation to MDL or TiZir^[5].

The Improved Offer is highly compelling for MDL shareholders

The Improved Offer provides MDL shareholders with a number of significant benefits.

• The increased Offer price of A$1.75 delivers up-front value at a substantial premium of:
  • 51% to A$1.16, the closing price of MDL shares on the last trading day prior to the announcement of the Offer on 27 April 2018 (Announcement Date);
  • 59% to A$1.10, the one-month volume weighted average price of MDL shares up to and including the last trading day prior to the Announcement Date; and
  • 317% to A$0.42, the issue price per share under MDL's capital raising in March 2017.      
• The Offer provides the certainty of cash compared to the risks of remaining an MDL shareholder, including TiZir's operational risks and high financial leverage, MDL's lack of diversification in its asset portfolio and limited trading liquidity, and the overall volatility in the mineral sands industry.
• ERAMET's Offer is the only offer available given no competing proposals have emerged.
• MDL's share price may fall significantly if ERAMET's Offer lapses.

Accelerated payment terms