for personal use only · grant of options under cbh’s esop approved by pem (which approval will...

Merger Implementation Deed CBH Resources Limited Perilya Limited Richview Investments Pty Ltd

Level 12

60 Carrington Street SYDNEY NSW 2000

DX 262 SYDNEY NSW Tel: (02) 8915 1000 Fax: (02) 8916 2000

www.addisonslawyers.com.au Ref: JLM:CBH980/3

251265_8.DOC

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merger implementation deed 251265_8 (2).doc i

Table of Contents

1. Defined terms and interpretation ..............................................................2

2. Agreement to proceed .............................................................................20

3. Conditions and pre-implementation steps.............................................20

4. Schemes of Arrangement ........................................................................31

5. Termination...............................................................................................34

6. Conduct up to Implementation................................................................39

7. Warranties.................................................................................................40

8. Public announcements ............................................................................45

9. No shop obligations .................................................................................46

10. Confidentiality...........................................................................................47

11. Conduct of Court proceedings................................................................47

12. Costs and GST..........................................................................................48

13. Deed Poll ...................................................................................................48

14. General ......................................................................................................49 Schedule 1 –Timetable..........................................................................................51

Schedule 2 – Announcement ................................................................................53

Schedule 3 – Capital Structure of PEM .................................................................54

Schedule 4 – Capital Structure of CBH .................................................................55

Schedule 5 – Terms and Conditions of PEM Notes ..............................................56

Schedule 6 – Terms and Conditions of PEM Options ...........................................59

Annexure A – Deed Poll ........................................................................................64

Annexure B – Scheme Documents .......................................................................65

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DETAILS

Date: 25 March 2008

Parties

(1) CBH Resources Limited (“CBH”)

ACN 009 423 858

Address Level 3, 2 Elizabeth Street Plaza North Sydney NSW 2060 Australia

Fax (02) 9925 8111

Attention Company Secretary

(2) Perilya Limited (“PEM”)

ABN 85 009 193 695

Address Level 10, 553 Hay Street Perth WA 6000

Fax (08) 6210 2099


(3) Richview Investments Pty Ltd (“Richview”)

ABN 67 126 294 451

Address Level 10, 553 Hay Street Perth WA 6000

Fax (08) 6210 2099


Recitals

A. Richview, a wholly-owned subsidiary of PEM, intends to acquire:

(a) all of the ordinary shares in CBH by means of a scheme of arrangement between CBH and its shareholders under Part 5.1 of the Act; and

merger implementation deed 251265_8 (2).doc 1

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(b) all of the existing CBH Notes issued by CBH by means of a scheme of arrangement between CBH and its noteholders under Part 5.1 of the Act.

B. CBH, PEM and Richview have agreed to implement the schemes of arrangement, on and subject to, the terms of this Deed.

Operative Parts

1. Defined terms and interpretation

1.1 Defined terms

The following definitions apply unless the context requires otherwise.

Act means the Corporations Act 2001 (Cth).

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the market operated by ASX Limited (ACN 008 624 691), as the context requires.

Best Efforts means exercising in good faith, the efforts that a prudent Person desirous of achieving an objective would use in similar circumstances to achieve that objective as expeditiously as possible. The fact that the objective is not actually accomplished is not determinative of the fact that the obligated Person did not in fact utilise its Best Efforts in attempting to accomplish the objective. For the avoidance of doubt, no party is required to spend or incur in excess of an aggregate total of $2,000,000 to achieve or implement a matter or event provided for in this Deed (other than the provision of the Scheme Consideration by PEM) which, pursuant to the terms of this Deed, requires that party to use its “Best Efforts” to achieve or implement that matter or event.

Bondholder has the meaning given to that term in the Convertible Note Prospectus.

Business Day means:

(a) for the purpose of sending or receiving a notice, a day which is not a Saturday, Sunday, a bank holiday or a public holiday in the city where the notice is received; and

(b) for all other purposes, a day which is not a Saturday, Sunday, a bank holiday or a public holiday in Sydney.

CBH Board means the board of directors of CBH as constituted from time to time (or any committee of the board of directors of CBH constituted to handle the Scheme on behalf of CBH).

CBH Data Room means the record of information concerning CBH made available on a confidential basis to third parties considering a Proposal with CBH.


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CBH’s ESOP means CBH’s employee share option plan which was last approved by shareholders on 10 November 2006.

CBH Group means CBH and its Related Entities.

CBH Information means information required to be included in the Scheme Booklet under the Act, relevant ASIC regulatory guides, class orders and the Listing Rules in connection with the Schemes, other than the PEM Information.

CBH Material Adverse Change means a matter, event or circumstance other than an Excluded Event which either individually, or when aggregated with other like matters, events or circumstances other than Excluded Events, is reasonably likely to have one of the following effects:

(a) to diminish CBH’s earnings before interest and taxation (calculated on the basis of the International Financial Reporting Standards as adopted in Australia) by $10,000,000 or more; or

(b) to diminish CBH’s net assets (calculated on the basis of the International Financial Reporting Standards as adopted in Australia) by $15,000,000 or more.

CBH Note means a note issued pursuant to the offer of convertible notes, the subject of the Convertible Note Prospectus.

CBH Noteholder means a Person who is registered in the Register as a holder of a CBH Note.

CBH Option means an option (other than an option under a CBH Note or the Toho Note) to acquire a CBH Share issued under CBH’s ESOP.

CBH Optionholder means, at a particular time, a Person who is registered in the Register as a holder of a CBH Option, at that time.

CBH Prescribed Occurrence means the occurrence of any of the following on or after the date of this Deed, not being an occurrence which arises with the consent of PEM (which consent must not be unreasonably withheld or delayed):

(a) CBH converting all or any of its shares into a larger or smaller number of shares;

(b) CBH or a Subsidiary of CBH (other than a Subsidiary wholly owned by the CBH Group) resolving to reduce its share capital in any way or reclassifying, combining, splitting or redeeming or repurchasing directly or indirectly any of its shares;

(c) CBH or a Subsidiary of CBH (other than a Subsidiary wholly owned by the CBH Group):

(i) entering into a buy-back agreement; or


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(ii) resolving to approve the terms of a buy-back agreement under the Act

(iii) other than in relation to CBH Options;

(d) CBH or a Subsidiary of CBH (other than a Subsidiary wholly owned by the CBH Group) declaring, paying or distributing any dividend, bonus or other share of its profits or assets or returning or agreeing to return any capital to its members;

(e) CBH or a Subsidiary of CBH issuing shares, or granting an option over its shares, or agreeing to make such an issue or grant such an option other than:

(i) under or pursuant to CBH’s contractual obligations under CBH’s ESOP as those contractual obligations exist as at the date of this Deed or as may be amended as contemplated by this Deed, or an issue or grant of options under CBH’s ESOP approved by PEM (which approval will not be unreasonably withheld);

(ii) pursuant to the exercise of options (including CBH Options) issued prior to the date of this Deed;

(iii) to CBH or a Subsidiary of CBH wholly owned by the CBH Group; or

(iv) pursuant to the exercise or conversion of a CBH Note or the Toho Note;

(f) CBH or a Subsidiary of CBH issuing or agreeing to issue, securities or other instruments convertible into shares or debt securities, other than to PEM or a Subsidiary of PEM;

(g) CBH or a Subsidiary of CBH making any change or amendment to its constitution;

(h) CBH or a Subsidiary of CBH:

(i) acquiring or disposing of;

(ii) agreeing to acquire or dispose of; or

(iii) offering, proposing, announcing a bid or tendering for,

any securities, business, assets, interests in a joint venture, entity or undertaking, the value of which exceeds $10,000,000;

(i) CBH or a Subsidiary of CBH creating, or agreeing to create, after the date of this Deed, any mortgage, charge, lien or other encumbrance over the whole, or a substantial part, of their business or property (taken as a whole) to secure any indebtedness of more than $10,000,000 other than in relation to any indebtedness entered into for the purposes of or in connection with the transactions contemplated by the Scheme;


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(j) an Insolvency Event occurring in relation to CBH or any Subsidiary of CBH;

(k) the CBH Group, as a whole, materially increasing its level of financial indebtedness (including financial liabilities incurred under finance leases), other than any indebtedness entered into for the purposes of or in connection with the transactions contemplated by the Scheme;

(l) CBH or a Subsidiary of CBH entering to an onerous or long term contract or commitment otherwise than in the ordinary course;

(m) CBH or a Subsidiary of CBH from the date of this Deed (other than in accordance with the terms of any existing plan, scheme, agreement or contract at that date):

(i) pays any bonus to, or increases the compensation of, an executive officer, director or employee of CBH or any Subsidiary of CBH the value of which exceeds 35% of that person’s total aggregate remuneration as at the date that was 6 months prior to the date of this Deed; or

(ii) pays to any employee of CBH or any Subsidiary of CBH any retention, severance or termination payment or superannuation entitlement or agrees to do so; or

(iii) other than in the ordinary course, establishes, adopts, enters into or amends in any material respect (including by taking any action to accelerate any rights or benefits due under) any enterprise bargaining agreement, Australian workplace agreement, employee benefit plan, executive or employee service contact or superannuation scheme of CBH or relating to the employees of CBH or a Subsidiary of CBH,

other than as disclosed to PEM in writing prior to the date of this Deed or agreed in writing with PEM on or after the date of this Deed;

(n) CBH or any Subsidiary of CBH makes any loans, advances of capital contributions to, or investments in any other Person other than in the ordinary course which exceed $10,000,000;

(o) CBH or any Subsidiary of CBH enters into any contract or commitment, other than in the ordinary course, which exceeds $10,000,000;

(p) CBH or any Subsidiary of CBH:

(i) commits a breach of a material term of any material contract;

(ii) changes the terms of, or terminates, any material contract;

(iii) pays, discharges or satisfies any claims, liabilities or obligations under any material contract or makes any other payment, discharge or satisfaction, inconsistent with past practice and other than in accordance with the terms of the relevant contract; or


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(iv) waives any material claims or rights under or waives the benefit of any provisions of any material contract;

(q) other than as required by law or applicable accounting standards, CBH or any Subsidiary of CBH makes any change in accounting methods, principles or practice materially affecting the reported consolidated assets, liabilities or results of operations of CBH or any Subsidiary of CBH;

(r) CBH or any Subsidiary of CBH proposes to its shareholders or creditors a scheme of arrangement under Part 5.1 of the Act other than the Share Scheme or the Note Scheme or any variation thereof;

(s) CBH or any Subsidiary of CBH makes any Tax election or settles or compromises any Tax liability or refund in excess of $10,000,000; or

(t) CBH or any Subsidiary of CBH authorises, commits or agrees to take any of the actions referred to in paragraphs (a) to (s) above,

provided that a CBH Prescribed Occurrence will not include:

(i) the Spin-Off, or any action or matter in connection with the Spin-Off;

(ii) a matter required to be done or procured by CBH pursuant to, or which is otherwise contemplated by, this Deed, or either of the Schemes;

(iii) a matter the undertaking of which PEM has approved in writing;

(iv) the liquidation of any Subsidiaries in the CBH Group which are not material to the CBH Group; or

(v) the payment by CBH of professional advisor fees incurred in connection with the Schemes.

CBH Share means a fully paid ordinary share in the issued capital of CBH.

CBH Shareholder means, at any particular time, each Person who is registered in the Register as a holder of one or more CBH Shares, at that time.

CBH Warranty means a warranty by CBH set out in clause 7.1.

Condition Consultation Period means the shorter of:

(a) 20 Business Days after each party becomes aware that clause 3.5(a)(i), (ii) or (iii) is triggered; and

(b) the period commencing at the time that each party becomes aware that clause 3.5(a)(i), (ii) or (iii) is triggered and ending at 8.00 am on the Last Second Court Date.

Conditions Precedent means the conditions precedent:


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(a) in relation to the Share Scheme, set out in clause 3.1(a); and

(b) in relation to the Note Scheme, set out in clause 3.1(b).

Confidentiality Agreement means the deed dated 26 May 2006 between the parties to this Deed.

Control has the meaning given to that term in section 50AA of the Act.

Convertible Note Prospectus means the prospectus dated 23 March 2007 issued by CBH for the issue of up to $200 million in unsecured convertible notes and includes Appendix A “Bond Terms and Conditions” of that prospectus.

Court means the Supreme Court of New South Wales or the Federal Court of Australia.

Deed Poll means the deed poll in the form set out in Annexure A to be executed by PEM and Richview under which PEM and Richview covenant in favour of Scheme Shareholders and Scheme Noteholders to perform their respective obligations under this Deed and the Schemes (amended in accordance with clause 13.1).

Dispatch Date means the day that the Scheme Booklet is despatched to CBH Shareholders and CBH Noteholders in accordance with the Timetable.

Due Diligence Information means due diligence information regarding a party required in connection with the Schemes and includes financial, legal, commercial and taxation information concerning a party and its Subsidiaries.

Effective means when used in relation to a Scheme, the coming into effect, under Section 411(10) of the Act, of the Scheme Order in respect of that Scheme.

Effective Date means the date on which the Schemes becomes Effective.

End Date means 31 August 2008.

Excluded Event means:

(a) a change or variation, occurring at any time, in the:

(i) price or cost (whether being an official price reported by the London Metal Exchange or otherwise) of zinc, lead, silver or copper; or

(ii) exchange rate (including spot exchange rates and forward exchange rates) between any two currencies; or

(b) any matter, event or circumstance concerning the Spin-Off.

Excluded Note means any CBH Note held by any person on behalf of, or for the benefit of, PEM or any of its Related Entities.


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Excluded Share means any CBH Share held by any person on behalf of, or for the benefit of PEM or any of its Related Entities.

Exploration Assets means the following assets:

(a) the mining and exploration assets that constitute CBH’s project known as “The Sorby Hills Project” (consisting of the following tenements: E80/1187, M80/196, M80/197, M80/285, M80/286 and M80/287) and all geological information related to those tenements and The Sorby Hills Project;

(b) an option granted by CBH in favour of Kimberley Metals for Kimberley Metals to purchase from CBH, at any time until the first anniversary of completion of the Spin-Off, the approximately 16,194,000 fully paid ordinary shares in TNG Limited (ACN 000 817 023) (“TNG Shares”), which at the date of this Deed are held by CBH, at a price per TNG Share which is equal to the VWAP of the TNG Shares. In this paragraph (b), “VWAP” means the volume weighted average price of TNG Shares sold on the ASX during the 5 ASX trading days immediately preceding the day on which Kimberley Metals exercises its option to purchase the TNG Shares referred to in this paragraph (b), but does not include any transactions defined in the ASX Business Rules as ‘special’ crossings prior to the commencement of normal trading, crossings during the after hours adjust phase nor any overseas trades or trades pursuant to the exercise of options over TNG Shares;

(c) an option granted by CBH in favour of Kimberley Metals for Kimberley Metals to purchase from CBH all of the issued shares in CBH Pulse Technology Pty Ltd (ACN 099 244 541), being the holder of farm-in interests in respect of land and/or tenements located in Napier Range and Fossil Downs, Western Australia (“Farm-in Interests”) at a price per share equal to the fair market value of those shares as determined by an independent valuer to be agreed by CBH and Kimberley Metals. The option referred to in this paragraph (c) will be exercisable by Kimberley Metals at any time before the second anniversary of completion of the Spin-Off and the exercise of that option will be subject to and conditional upon CBH being released from all guarantees provided by CBH in connection with the Farm-in Interests;

(d) the mining and exploration assets that constitute CBH’s project at Mineral Hill, New South Wales (consisting of the following tenements: ML 332, ML 333, ML 334, ML 335, ML 336, ML 337, ML 338, ML 339, ML 340, ML 5240, ML 5267, ML 5278, ML 5499, ML 5621, ML 5632, ML 6329, ML 6365, EL 1999) and all geological information related to those tenements and the Mineral Hill project;

(e) all plant and equipment located at Mineral Hill, New South Wales;

(f) approximately $900,000 cash for the purpose of Kimberley Metals replacing the environmental bond lodged by Triako Resources Limited (ACN 008 498 119); and


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(g) all of the issued share capital in CBH Constance Range Pty Ltd (ACN 120 104 056); and

(h) $1,000,000 cash for working capital to enable Kimberley Metals to fund activities and work (including legal and advisory fees) in relation to an initial public offering of shares in Kimberley Metals and an application for listing on an internationally recognised stock exchange.

First Court Date means:

(a) the date the Court hears the application to order the convening of the Share Scheme Meeting under section 411(1) of the Act; or

(b) the date the Court hears the application to order the convening of the Note Scheme Meeting under section 411(1) of the Act,

as the context requires.

Foreign Holder means a Scheme Shareholder or a Scheme Noteholder (as the context requires) whose address in the Register is a place outside Australia or New Zealand. Government Agency means:

(a) a government, whether foreign, federal, state, territorial or local;

(b) a department, office or minister of a government (whether foreign, federal, state, territorial or local) acting in that capacity; or

(c) a commission, delegate, instrumentality, agency, board, or other government, semi-government, judicial, administrative, monetary or fiscal authority, whether statutory or not and whether statutory or not and whether foreign, federal, state, territorial or local,

and includes ASX, ASIC and the Takeovers Panel.

Implementation Date means the third Business Day following the Record Date.

Independent Expert means Grant Thornton Corporate Finance Pty Limited (ACN 003 265 987) or another appropriately qualified expert selected by the CBH Board, and agreed to by PEM (which agreement will not be unreasonably withheld or delayed), to prepare the Independent Expert’s Report.

Independent Expert’s Report means the report prepared by the Independent Expert appointed under clause 3.7(d)(iv).

Ineligible Foreign Holder means a Foreign Holder, other than Toho or any other Foreign Holder in respect of whom PEM is satisfied that the laws of the Foreign Holder’s country of residence (as shown in the Register) would permit the issue and allotment of PEM Shares and PEM Options or PEM Notes (as the case may be), either unconditionally or after compliance with conditions which PEM in its sole discretion


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regards as acceptable and not unduly onerous. For the avoidance of doubt Toho is not an Ineligible Foreign Holder.

Insolvency Event means in relation to a Person:

(a) insolvency official: the appointment of a liquidator, provisional liquidator, administrator, receiver, receiver and manager or other insolvency official (whether under an Australian law or a foreign law) to the Person or to the whole or a substantial part of the property or assets of the Person;

(b) arrangements: the entry by the Person into a compromise or arrangement with its creditors generally;

(c) winding up: the calling of a meeting to consider a resolution to wind up the Person (other than where the resolution is frivolous or cannot reasonably be considered to be likely to lead to the actual winding up of the Person) or the making of an application or order for the winding up or dissolution of the Person other than where the application or order (as the case may be) is set aside within 14 days;

(d) suspends payment: the Person suspends or threatens to suspend payment of its debts generally; or

(e) ceasing business: the Person ceases or threatens to cease to carry on business; or

(f) insolvency: the Person is or becomes unable to pay its debts when they fall due within the meaning of the Act or is otherwise presumed insolvent under the Act.

Kimberley Metals means Kimberley Metals Limited (ACN 129 954 365).

Kimberley Metals Share means a fully paid ordinary share in the issued capital of Kimberley Metals.

Last Second Court Date means the date that is the latter to occur of the:

(a) Second Court Date in respect of the Share Scheme; and

(b) Second Court Date in respect of the Note Scheme.

In the event that the Note Scheme is not approved by the requisite majorities of Scheme Noteholders at the Note Scheme Meeting or the Note Scheme does not otherwise proceed, the Last Second Court Date shall mean the Second Court Date in respect of the Share Scheme.

Listing Rules means the official listing rules of ASX as amended from time to time.

Losses means all direct (but not special, indirect or consequential) claims, liabilities, losses, obligations, charges, costs, damages, settlement costs, fines and penalties of whatever natures and however arising.


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No-Shop Period means the period commencing on the date of this Deed and ending on the Effective Date, unless this Deed is terminated earlier.

Note Scheme means the scheme of arrangement under Part 5.1 of the Act between CBH and Scheme Noteholders as described in clause 4.3 and clause 4.4.

Note Scheme Consideration in respect of each Scheme Note held by a Scheme Noteholder at the Record Date comprises one (1) PEM Note.

Note Scheme Meeting means the CBH Noteholders’ meeting ordered by the Court to be convened under section 411(1) of the Act.

Note Scheme Resolution means an unconditional resolution of the CBH Noteholders under Part 5.1 of the Act for the unconditional approval of the Note Scheme at the Note Scheme Meeting.

PEM Data Room means the record of information concerning PEM made available on a confidential basis to third parties considering a Proposal with PEM.

PEM Group means PEM and its Related Entities and includes, for the avoidance of any doubt, Richview.

PEM Information means (i) any information provided by a member of the PEM Group, or any of its directors, officers, advisers or agents; (ii) any information about a member of the PEM Group or its business; and (iii) any information about the impact on PEM, Richview and the PEM Group of the Schemes which is or may be required by CBH or, in the sole opinion of CBH, is appropriate for inclusion in the Scheme Booklet or that is required by any applicable laws or the Act, relevant ASIC regulatory guides, class orders and the Listing Rules and such PEM Information to be in compliance with the foregoing.

PEM Material Adverse Change means a matter, event or circumstance other than an Excluded Event which either individually, or when aggregated with other like matters, events or circumstances other than Excluded Events, is reasonably likely to have one of the following effects:

(a) to diminish PEM’s earnings before interest and taxation (calculated on the basis of the International Financial Reporting Standards as adopted in Australia) by $10,000,000 or more; or

(b) to diminish PEM’s net assets (calculated on the basis of the International Financial Reporting Standards as adopted in Australia) by $15,000,000 or more.

PEM Note means a note to be issued by PEM and will be officially quoted on ASX that is convertible into a PEM Share on the terms and conditions contained in the PEM Note Prospectus, which note terms are to be no less favourable to a PEM Noteholder than those terms and conditions that exist as at the date of this Deed between that person, as a CBH Noteholder, and CBH in relation to CBH Notes.


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PEM Note Prospectus means a prospectus for the issue of the PEM Notes which is to include the terms and conditions of those PEM Notes, or, if a prospectus is not required pursuant to applicable laws or as a result of formal relief or waiver from ASIC and ASX, a document that contains the terms and conditions of the PEM Notes.

PEM Noteholder means a CBH Noteholder that is issued with a PEM Note pursuant to the Note Scheme.

PEM Option means an option to acquire a PEM Share on the terms and conditions set out in Schedule 6.

PEM Prescribed Occurrence means the occurrence of any of the following on or after the date of this Deed, not being an occurrence which arises with the consent of CBH (which consent must not be unreasonably withheld):

(a) PEM converting all or any of its shares into a larger or smaller number of shares;

(b) PEM or a Subsidiary of PEM (other than a Subsidiary wholly owned by the PEM Group) resolving to reduce its share capital in any way or reclassifying, combining, splitting or redeeming or repurchasing directly or indirectly any of its shares;

(c) PEM or a Subsidiary of PEM (other than a Subsidiary wholly owned by the PEM Group):

(i) entering into a buy-back agreement; or

(ii) resolving to approve the terms of a buy-back agreement under the Act;

(d) PEM or a Subsidiary of PEM (other than a Subsidiary wholly owned by the PEM Group) declaring, paying or distributing any dividend, bonus or other share of its profits or assets or returning or agreeing to return any capital to its members, other than the Permitted PEM Dividend;

(e) PEM or a Subsidiary of PEM issuing shares, or granting an option over its shares, or agreeing to make such an issue or grant such an option other than:

(i) under or pursuant to any contractual obligations of PEM under any employee equity plan of the PEM Group, as those contractual obligations exist as at the date of this Deed or as may be amended as contemplated by this Deed, or an issue or grant of options under any employee equity plan of the PEM Group approved by CBH (which approval will not be unreasonably withheld);

(ii) pursuant to the exercise of options issued prior to the date of this Deed;

(iii) to PEM or a Subsidiary of PEM wholly owned by the PEM Group; or

(iv) the issue of shares in respect of the Permitted PEM Dividend pursuant to PEM’s dividend reinvestment plan;


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(f) PEM or a Subsidiary of PEM issuing or agreeing to issue, securities or other instruments convertible into shares or debt securities, other than to Scheme Shareholders or Scheme Noteholders;

(g) PEM or a Subsidiary of PEM making any change or amendment to its constitution;

(h) PEM or a Subsidiary of PEM:

(i) acquiring, or disposing of;

(ii) agreeing to acquire or dispose of; or

(iii) offering, announcing a bid or tendering for,

any securities, business, assets, interests in a joint venture, entity or undertaking, the value of which exceeds $10,000,000;

(i) PEM or a Subsidiary of PEM creating, or agreeing to create, after the date of this Deed, any mortgage, charge, lien or other encumbrance over the whole, or a substantial part, of their business or property (taken as a whole) to secure any indebtedness of more than $10,000,000 other than in relation to any indebtedness entered into for the purposes of or in connection with the transactions contemplated by the Scheme;

(j) an Insolvency Event occurring in relation to PEM or any Subsidiary of PEM;

(k) the PEM Group, as a whole, materially increasing its level of financial indebtedness (including financial liabilities incurred under finance leases), other than any indebtedness entered into for the purposes of or in connection with the transactions contemplated by the Scheme;

(l) PEM or a Subsidiary of PEM entering to an onerous or long term contract or commitment otherwise than in the ordinary course;

(m) PEM or a Subsidiary of PEM from the date of this Deed (other than in accordance with the terms of any existing plan, scheme, agreement or contract at that date):

(i) pays any bonus to, or increases the compensation of, an executive officer, director or employee of PEM or any Subsidiary of PEM the value of which exceeds 35% of that person’s total aggregate remuneration as at the date that was 6 months prior to the date of this Deed; or

(ii) pays to any employee of PEM or any Subsidiary of PEM any retention, severance or termination payment or superannuation entitlement or agrees to do so; or

(iii) other than in the ordinary course, establishes, adopts, enters into or amends in any material respect (including by taking any action to


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accelerate any rights or benefits due under) any enterprise bargaining agreement, Australian workplace agreement, employee benefit plan, executive or employee service contact or superannuation scheme of PEM or relating to the employees of PEM or a Subsidiary of PEM,

other than as disclosed to CBH in writing prior to the date of this Deed or agreed in writing with CBH on or after the date of this Deed;

(n) PEM or any Subsidiary of PEM makes any loans, advances of capital contributions to, or investments in any other Person other than in the ordinary course which exceed $10,000,000;

(o) PEM or any Subsidiary of PEM enters into any contract or commitment, other than in the ordinary course, which exceeds $10,000,000;

(p) PEM or any Subsidiary of PEM:

(i) commits a breach of a material term of any material contract;

(ii) changes the terms of, or terminates, any material contract;

(iii) pays, discharges or satisfies any claims, liabilities or obligations under any material contract or makes any other payment, discharge or satisfaction, inconsistent with past practice and other than in accordance with the terms of the relevant contract; or

(iv) waives any material claims or rights under or waives the benefit of any provisions of any material contract;

(q) other than as required by law or applicable accounting standards, PEM or any Subsidiary of PEM makes any change in accounting methods, principles or practice materially affecting the reported consolidated assets, liabilities or results of operations of PEM or any Subsidiary of PEM;

(r) PEM or any Subsidiary of PEM proposes to its shareholders or creditors a scheme of arrangement under Part 5.1 of the Act;

(s) PEM or any Subsidiary of PEM makes any Tax election or settles or compromises any Tax liability or refund in excess of $10,000,000;

(t) a Person or Persons that are Related Entities announce or make a takeover bid under Chapter 6 of the Act; or

(u) PEM or any Subsidiary of PEM authorises, commits or agrees to take any of the actions referred to in paragraphs (a) to (t) above,

provided that a PEM Prescribed Occurrence will not include:

(i) a matter required to be done or procured by PEM pursuant to, or which is otherwise contemplated by, this Deed, or either of the Schemes;


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(ii) a matter the undertaking of which CBH has approved in writing;

(iii) the liquidation of any Subsidiaries in the PEM Group which are not material to the PEM Group;

(iv) the payment of the Permitted PEM Dividend; or

(v) the payment by PEM of professional advisor fees incurred in connection with the Schemes.

PEM Shareholder means, at any particular time, a registered holder of one or more PEM Shares, at that time.

PEM Share means a fully paid ordinary share in PEM together with all rights attaching thereto.

PEM Warranty means a warranty by PEM set out in clause 7.3 or a warranty by Richview set out in clause 7.5.

Permitted PEM Dividend means a proposed interim dividend to be paid by PEM to PEM Shareholders on 27 March 2008 of $0.01 per PEM Share held by a PEM Shareholder on the record date of 12 March 2008.

Person refers to an individual or an entity, including a corporation, company, limited liability company, partnership, trust, association, Government Agency or any other body with legal personality separate from its equity holders or members.

Proposal means a proposed transaction or formal offer, in relation to a party to this Deed, which, if accepted or completed, would result in or would, on the balance of probabilities (in the reasonable opinion of the directors of the party) result in:

(a) a Person directly or indirectly acquiring an interest in the whole or a substantial or material part of the business or assets of that party or any of its Subsidiaries (taken as a whole), including by way of a takeover bid, scheme of arrangement, capital reduction, sale of assets, sale of shares, joint venture or any other means;

(b) a Person acquiring Control of that party;

(c) the issuance by that party (“Share Issue”) of that number of new shares that is greater than 15%, in number, of the total number of shares of that party on issue immediately prior to the date of the Share Issue as consideration for the assets or share capital of another Person;

(d) that party effecting or implementing any reorganisation, recapitalisation or dissolution; or

(e) a Person acquiring, or merging or amalgamating (including by reverse takeover bid or dual listed company structure) with that party;

but does not include the Spin-Off or the Schemes.


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Receiving Party has the meaning given to that term in clause 1.3.

Recipient has the meaning given to that term in clause 12.2.

Record Date means 5.00 pm on the fifth Business Day after the Effective Date.

Register means, as the context requires, the share register, note register or option register of CBH.

Regulatory Consents means the approvals, confirmations, waivers, modifications, exemptions and consents from ASX and ASIC or any other Government Agency which CBH and PEM reasonably agree are necessary or desirable to obtain from any Government Agency or judicial authority, or statutory body (including ASIC and ASX) to implement the relevant Scheme or to carry out the other transactions contemplated in the relevant Scheme.

Related Body Corporate has the meaning given to it in section 50 of the Act.

Related Entity means, in relation to a person, any entity which is related to that person within the meaning of section 50 of the Act or which is an economic entity (as defined in any approved Australian accounting standard) that is controlled by that person.

Scheme means the Share Scheme or the Note Scheme and “Schemes” means both of them.

Scheme Booklet means the document containing the information described in clause 3.7(d)(i) and (ii) to be despatched to CBH Shareholders and CBH Noteholders.

Scheme Consideration means either or both of the Share Scheme Consideration and the Note Scheme Consideration.

Scheme Document means either of the scheme documents contained in Annexure B, as amended in accordance with clause 13.2.

Scheme Meetings means the Share Scheme Meeting and the Note Scheme Meeting.

Scheme Noteholder means a holder of a Scheme Note as at the Record Date.

Scheme Notes means all CBH Notes on issue as at the Record Date other than an Excluded Note (if any).

Scheme Order means orders of the Court made for the purposes of section 411(4)(b) of the Act approving a Scheme.

Scheme Shareholder means a holder of a Scheme Share as at the Record Date.

Scheme Shares means all CBH Shares on issue as at the Record Date other than an Excluded Share (if any).

Second Court Date means, as the context requires,:


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(a) the first day of hearing of an application made to the Court for the Scheme Order in respect of the Share Scheme or, where the hearing of such application is adjourned, the first day of hearing of such adjourned application; or

(b) the first day of hearing of an application made to the Court for the Scheme Order in respect of the Note Scheme or, where the hearing of such application is adjourned, the first day of hearing of such adjourned application.

Share Scheme means the scheme of arrangement under Part 5.1 of the Act between CBH and Scheme Shareholders as described in clause 4.1 and clause 4.2.

Share Scheme Consideration comprises:

(a) one (1) PEM Share for every three (3) Scheme Shares held by a Scheme Shareholder at the Record Date; and

(b) one (1) PEM Option for every twenty (20) Scheme Shares held by a Scheme Shareholder at the Record Date.

Share Scheme Meeting means the CBH Shareholders' meeting ordered by the Court to be convened under section 411(1) of the Act.

Share Scheme Resolution means an unconditional resolution of the CBH Shareholders under Part 5.1 of the Act for the unconditional approval of the Share Scheme at the Share Scheme Meeting.

Spin-Off means collectively:

(a) the proposed transfer of the Exploration Assets, held by CBH to Kimberley Metals and otherwise the acquisition of the Exploration Assets by Kimberley Metals; and

(b) the offer and issue of Kimberley Metals Shares or the in-specie distribution of Kimberley Metals Shares, by way of a reduction of capital or otherwise, to CBH Shareholders.

Subsidiary has the meaning given to that term in section 46 of the Act.

Sunset Date means the day that is 5 Business Days before the End Date or such other date and time agreed in writing between PEM and CBH.

Superior Proposal means a Proposal in relation to a party to this Deed which meets all of the following criteria:

(a) it is bona fide and was not solicited by that party after the date of this Deed;

(b) it is proposed in writing by or on behalf of a Person who that party considers is of reputable commercial standing;


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(c) in the determination of the board of directors of that party, after consultation with its advisors, it is capable of being completed, taking into account all aspects of such Proposal and the Person making such Proposal;

(d) in the determination of the board of directors of that party (after consultation with its advisors) it would, if consummated in accordance with its terms, or may on the balance of probabilities and with the passage of time, result in a transaction more favourable from a financial point of view to that party’s shareholders or noteholders than the transactions contemplated in the Share Scheme and the Note Scheme respectively or any counterproposal (if any), as the case may be, taking into account all the terms and conditions of such Proposal.

Tax means any tax, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding, which is assessed, levied, imposed or collected by any Governmental Agency and includes, but is not limited to any interest, fine, penalty, charge, fee or any other amount imposed on, or in respect of any of the above.

Timetable means the timetable in Schedule 1, as amended by agreement of the parties.

Toho means Toho Zinc Co., Ltd, a Japanese corporation with its principal place of business at 1-6-1 Nihonbashi Honcho, Chuo-Ku, Tokyo 103, Japan.

Toho Note means the note issued pursuant to the converting note agreement dated 22 September 2006 between CBH and Toho.

Trustee means the trustee of the Bondholders from time to time and at the date of this Deed the Trustee is Trust Company Fiduciary Services Limited (ACN 000 000 993).

Warranties means the CBH Warranties and the PEM Warranties.

1.2 Interpretation

In this Deed:

(a) unless the context otherwise requires, a reference:

(i) to the singular includes the plural and vice versa;

(ii) to a gender includes all genders;

(iii) to a document (including this Deed) is a reference to that document (including any Schedules and Annexures) as amended, consolidated, supplemented, novated or replaced;

(iv) to an agreement includes any deed, agreement or legally enforceable arrangement or understanding in writing;

(v) to parties means the parties to this Deed and to a party means a party to this Deed;


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(vi) to a Person (including a party) includes the Person's successors, permitted assigns, substitutes, executors and administrators;

(vii) to a law:

(A) includes a reference to any constitutional provision, subordinate legislation, treaty, decree, convention, statute, regulation, rule, ordinance, proclamation, by-law, judgment, rule of common law or equity or rule of any applicable stock exchange;

(B) is a reference to that law as amended, consolidated. supplemented or replaced or modified by a Government Agency; and

(C) is a reference to any regulation, rule, ordinance, proclamation, by-law or judgment made under that law;

(viii) to proceedings includes litigation and arbitration;

(ix) to a judgment includes an order, injunction, decree, determination or award of any court or tribunal;

(x) to time is a reference to Sydney time; and

(xi) to “$”, “A$”, “$A” or “dollar” is to Australian currency;

(b) headings are for convenience only and are ignored in interpreting this Deed;

(c) if a period of time is specified and dates from, after or before, a given day or the day of an act or event, it is to be calculated exclusive of that day;

(d) if a payment or other act must (but for this clause) be made or done on a day which is not a Business Day, then it must be made or done on the next Business Day;

(e) the word “including”' or “includes” means “including but not limited to” or “including without limitation”; and

(f) where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

1.3 Payments

Unless otherwise expressly provided in this Deed, where an amount is required to be paid to a party (the “Receiving Party”) by another party under this Deed, that amount shall be paid:

(a) in immediately available and irrevocable funds by electronic transfer to a bank account or accounts notified by the Receiving Party in writing on or before the due date for payment, or in other such immediately payable funds as the parties may agree: and


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(b) without deduction, withholding or set-off.

2. Agreement to proceed

(a) CBH agrees to propose the Schemes upon and subject to the terms and conditions of this Deed.

(b) PEM agrees to perform its obligations under the Schemes upon and subject to the terms and conditions of this Deed.

(c) Richview agrees to perform its obligations under the Schemes upon and subject to the terms and conditions of this Deed.

(d) PEM hereby, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, the due and punctual payment and performance of any and all duties, obligations and covenants, now or hereafter existing, of Richview under this Deed or under any transaction or other matter contemplated by this Deed (“Guaranteed Obligations”). In the event that Richview fails to perform a Guaranteed Obligation strictly in accordance with the terms of that Guaranteed Obligation, PEM shall immediately perform that Guaranteed Obligation. PEM shall be jointly and severally liable with Richview for all Guaranteed Obligations regardless of whether or not PEM performed such Guaranteed Obligations.

(e) PEM must, at all times:

(i) Control the legal and beneficial title to all of the issued shares in Richview;

(ii) not dispose of any of its shares in Kolmar Pty Ltd (ACN 009 232 464); and

(iii) ensure that Kolmar Pty Ltd (ACN 009 232 464) does not dispose of any of its shares in Richview.

3. Conditions and pre-implementation steps

3.1 Conditions Precedent

(a) The obligations of the parties to implement the Share Scheme under this Deed are subject to each of the following conditions being satisfied or waived:

(i) (Regulatory Consents) all Regulatory Consents having been obtained by CBH, PEM and Richview (as the case may be) and not withdrawn or revoked by 8.00am on the Second Court Date for the Share Scheme;

(ii) (No PEM Prescribed Occurrence) no PEM Prescribed Occurrence having occurred between the date of this Deed and 8.00am on the Second Court Date for the Share Scheme;


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(iii) (No CBH Prescribed Occurrence) no CBH Prescribed Occurrence having occurred between the date of this Deed and 8.00am on the Second Court Date for the Share Scheme;

(iv) (No prohibitive orders or determinations) no court or Government Agency having issued an order, decree or ruling or taken any action or communicated an intention to enjoin, restrain or otherwise prohibit or oppose the implementation of the Share Scheme and no such order, decree, ruling, other action, prohibition or opposition remaining in effect at 8:00 am on the Second Court Date for the Share Scheme;

(v) (Share Scheme Court approval) the Court approving the Share Scheme in accordance with section 411(4)(b) of the Act;

(vi) (Quotation of PEM Shares and PEM Options) the PEM Shares and PEM Options to be issued to Scheme Shareholders under the Share Scheme being approved for official quotation on the ASX, which approval may be conditional on the Share Scheme becoming Effective, before 8:00 am on the Second Court Date for the Share Scheme;

(vii) (No Material Adverse Change – CBH) no CBH Material Adverse Change occurring between the date of this Deed until 8.00am on the Second Court Date for the Share Scheme;

(viii) (No Material Adverse Change – PEM) no PEM Material Adverse Change occurring between the date of this Deed until 8.00am on the Second Court Date for the Share Scheme;

(ix) (Termination) this Deed having not been terminated in accordance with its terms prior to 8.00am on the Second Court Date for the Share Scheme;

(x) (Toho Note) PEM, CBH and Toho agreeing to a variation to the terms and conditions of the Toho Note to allow, to the maximum extent permitted by law, Toho to convert the indebtedness under the Toho Note to CBH Shares in sufficient time so that those CBH Shares participate in the Share Scheme and to have PEM acquire the balance of the Toho Note for the issue of a convertible note by PEM to Toho on substantially the same terms and conditions as the existing Toho Note, prior to 8.00 am on the Second Court Date for the Share Scheme;

(xi) (Superior Proposal) CBH not receiving a Superior Proposal on or before 8:00am on the Second Court Date for the Share Scheme;

(xii) (CBH Certificate) the provision of a certificate referred to in clause 3.7(d)(xvii);

(xiii) (PEM Certificate) the provision of a certificate referred to in clause 3.7(b)(xi); and


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(xiv) (Note Scheme Court approval) the Court approving the Note Scheme in accordance with section 411(4)(b) of the Act.

(b) The obligations of the parties to implement the Note Scheme under this Deed are subject to each of the following conditions being satisfied or waived:

(i) (Regulatory Consents) all Regulatory Consents having been obtained by CBH, PEM and Richview (as the case may be) and not withdrawn or revoked by 8.00am on the Second Court Date for the Note Scheme;

(ii) (No PEM Prescribed Occurrence) no PEM Prescribed Occurrence having occurred between the date of this Deed and 8.00am on the Second Court Date for the Note Scheme;

(iii) (No CBH Prescribed Occurrence) no CBH Prescribed Occurrence having occurred between the date of this Deed and 8.00am on the Second Court Date for the Note Scheme;

(iv) (No prohibitive orders or determinations) no court or Government Agency having issued an order, decree or ruling or taken any action or communicated an intention to enjoin, restrain or otherwise prohibit or oppose the implementation of the Note Scheme and no such order, decree, ruling, other action, prohibition or opposition remaining in effect at 8:00 am on the Second Court Date for the Note Scheme;

(v) (Court approval) the Court approving the Note Scheme in accordance with section 411(4)(b) of the Act;

(vi) (PEM Note Prospectus) PEM lodging the PEM Note Prospectus with ASIC and ASX before the date which is 7 days before the date of dispatch of the Scheme Booklet to CBH Noteholders or such earlier time and date required applicable law or by CBH in order to comply with the Timetable;

(vii) (Quotation of PEM Notes) the PEM Notes to be issued to Scheme Noteholders under the Note Scheme being approved for official quotation on the ASX which approval may be conditional on the Note Scheme becoming Effective, before 8:00 am on the Second Court Date for the Note Scheme;

(viii) (No Material Adverse Change CBH) no CBH Material Adverse Change occurring between the date of this Deed until 8.00am on the Second Court Date for the Note Scheme;

(ix) (No Material Adverse Change – PEM) no PEM Material Adverse Change occurring between the date of this Deed until 8.00am on the Second Court Date for the Note Scheme;


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(x) (Termination) this Deed having not been terminated in accordance with its terms prior to 8.00am on the Second Court Date for the Note Scheme;

(xi) (Bondholders) CBH obtaining, if required, the consent of the Trustee to the Note Scheme pursuant to clause 10(f) of Appendix A “Bond Terms & Conditions” of the Convertible Note Prospectus before the Second Court Date in respect of the Note Scheme; and

(xii) (Share Scheme Court approval) the Court approving the Share Scheme in accordance with section 411(4)(b) of the Act.

3.2 Satisfaction of Condition

For the purposes of the condition in clauses 3.1(a)(iv) and (b)(iv), the parties agree that the occurrence of one or more of the following events shall not, of itself, prevent the satisfaction of that condition:

(a) ASIC appearing as amicus curiae at the Court on either or both of the First Court Dates;

(b) ASIC appearing as amicus curiae at the Court on either or both of the Second Court Dates;

(c) ASIC objecting to the Share Scheme under Part 5.1 of the Act on either or both of the First Court Date or the Second Court Date in relation to the Share Scheme or ASIC not providing a statement under section 411(17)(b) of the Act; or

(d) ASIC objecting to the Note Scheme under Part 5.1 of the Act on either or both of the First Court Date or the Second Court Date in relation to the Note Scheme.

3.3 Best Efforts

(a) Each party must use its Best Efforts to procure that:

(i) each of the Conditions Precedent is satisfied as expeditiously as possible and in any event on or before the date specified in the relevant condition, including providing all reasonable assistance to the other parties as is necessary to satisfy such conditions; and

(ii) there is no occurrence reasonably within the control of CBH or PEM (as the context requires) or their Subsidiaries that would prevent the Conditions Precedent from being satisfied.

(b) Each party must promptly notify the other parties if it becomes aware that any condition in clause 3.1 has been satisfied or has become incapable of being satisfied.


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3.4 Waiver of conditions

(a) The conditions in clauses 3.1(a)(ii), (viii) and 3.1(b)(ii) and (ix) (the “CBH Conditions”) are for the sole benefit of CBH and may only be waived by CBH and in writing.

(b) The conditions in clauses 3.1(a)(iii) and (vii) and 3.1(b)(iii) and (viii) (“PEM Conditions”) are for the sole benefit of PEM and may only be waived by PEM and in writing.

(c) The conditions in clauses 3.1(a)(i),(iv),(v),(vi) and (ix) to (xiv) and 3.1(b)(i), (iv), (v), (vi), (vii) and (x) to (xii) (“Joint Conditions”) are for the benefit of both PEM and CBH and may only be waived by both parties in writing.

(d) If the party who has the benefit of a condition in clause 3.1 waives a breach or non-fulfilment of the condition on one or more terms, and the other party agrees to those terms, then those terms will apply. If the other party does not agree to the terms of any waiver, the relevant condition will not be waived.

3.5 Failure of a condition

(a) If:

(i) a condition in clause 3.1(a) is not satisfied or waived by the earlier to occur of the date specified in this Deed for its satisfaction or 5:00pm on the last Business Day immediately before the Second Court Date for the Share Scheme;

(ii) a condition in clause 3.1(b) is not satisfied or waived by the earlier to occur of the date specified in this Deed for its satisfaction or 5:00pm on the last Business Day immediately before the Second Court Date for the Note Scheme; or

(iii) subject to clause 4.6(b), the Schemes do not become Effective by the Sunset Date,

then the parties must consult in good faith with a view to determining whether the Schemes may proceed by way of alternative means or methods or whether to extend the relevant time for the satisfaction of that condition or the Sunset Date or to adjourn or change the date of a First Court Date or a Second Court Date.

(b) If the parties are unable to reach agreement under clause 3.5(a) within the Condition Consultation Period, then unless the condition is waived (and subject always to clause 3.5(c)):

(i) in relation to any Joint Condition, either CBH or PEM party may terminate this Deed at any time with immediate effect by written notice to the other parties;


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(ii) in relation to any CBH Condition, CBH may terminate this Deed at any time with immediate effect by written notice to PEM; and

(iii) in relation to any PEM Condition, PEM may terminate this Deed at any time with immediate effect by written notice to CBH.

(c) A party will not be entitled to terminate this Deed pursuant to clause 3.5(b) if the relevant condition has not been satisfied (or has become incapable of being satisfied) by the date specified in this Deed for its satisfaction as a result of:

(i) a breach of this Deed by that party; or

(ii) a deliberate act or omission by that party or its Subsidiaries or their respective employees or officers.

(d) Nothing in clauses 3.5(a) to (c) affects or prejudices the operation of clause 5.

(e) Termination of this Deed by a party in accordance with clause 3.5(b)(i), (ii) or (iii) or clause 5.4 will not give rise to a claim against that party in respect of such termination.

3.6 Notice of changes

The parties must promptly notify each other of any change or event causing, or which, so far as can reasonably be foreseen, would cause:

(a) a CBH Warranty or a PEM Warranty to be breached;

(b) a breach or non-fulfilment of any of the Conditions Precedent; or

(c) a breach of this Deed.

3.7 Steps up to the Implementation Date

Without limiting clauses 3.1 to 3.4 and substantially in accordance with the Timetable:

(a) (Regulatory Consents) CBH, PEM and Richview (as the case requires) must:

(i) promptly apply for all relevant Regulatory Consents and provide the other parties with advance drafts for comment and a final copy of all those applications;

(ii) take all the procedural steps for which it is or they are responsible to obtain the Regulatory Consents;

(iii) respond to requests for information in respect of the Regulatory Consents sought at the earliest practicable time;

(iv) provide the other parties with all information reasonably requested in connection with the applications for Regulatory Consents; and


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(v) so far as it is or they are able, allow the other and its representatives the opportunity to be present at any meetings with any Government Agency in respect of the Regulatory Consents sought;

(b) (PEM Obligations) PEM and Richview, jointly and severally, must take all necessary steps to assist CBH to propose and implement the Schemes as soon as is reasonably practicable and in accordance with the Timetable including, without limitation, taking each of the following steps:

(i) PEM Information: promptly prepare all PEM Information required by CBH and promptly provide all PEM Information to CBH for inclusion in the Scheme Booklet and including such other information regarding PEM, Richview and their related bodies corporate as CBH may require to prepare and issue the Scheme Booklet;

(ii) Independent Expert Information: subject to the Independent Expert entering into an appropriate confidentiality agreement provide any assistance or information requested by CBH or by the Independent Expert in connection with the preparation of the Independent Expert’s Report to be sent together with the Scheme Booklet;

(iii) Supplementary Information: promptly provide to CBH such information as may arise after the Scheme Booklet has been prepared and prior to the Scheme Meetings which may be necessary to ensure that the Scheme Booklet, in relation to the PEM Information contained in it, does not contain any material statement which is false or misleading or is likely to be misleading and does not contain any material omission;

(iv) Scheme Booklet: review the drafts of the Scheme Booklet prepared by CBH and promptly provide comments on each draft in good faith and immediately inform CBH if it believes that there is any material omission, error, mistake, misstatement or misleading or deceptive statement contained in the Scheme Booklet;

(v) Deed Poll: prior to the Dispatch Date, enter into the Deed Poll and comply with all of its obligations under the Deed Poll;

(vi) PEM Note Prospectus:

(A) prepare the PEM Note Prospectus in accordance with applicable laws and dispatch the PEM Prospectus to each Scheme Noteholder at the same time as the dispatch of the Scheme Booklet to Scheme Shareholders and Scheme Noteholders;

(B) if required by ASIC, ASX or any applicable laws, lodge the PEM Prospectus with ASIC and ASX;


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(C) ensure that the terms and conditions of the PEM Notes to be issued to Scheme Noteholders pursuant to the PEM Prospectus are no less favourable to the Scheme Noteholders than the terms and conditions (as they exist at the date of this Deed) of the CBH Notes held by Scheme Noteholders – the material terms of which are summarised in Schedule 5;

(D) consult with CBH, the Trustee and their representatives and give each of the foregoing a reasonable opportunity to provide input on drafts of the PEM Note Prospectus and its content and presentation and consider that input in good faith for the purpose of amending those drafts, and obtain CBH’s consent for the form and context in which any CBH Information is included in the PEM Note Prospectus;

(vii) Representation: procure that PEM and Richview are represented by counsel at each Court hearing in respect of the Share Scheme and the Note Scheme, at which, through its counsel, PEM and Richview will undertake (if requested by the Court) to do all such things and take all such steps within its power as may be necessary in order to ensure the fulfilment of its obligations under this Deed and the Schemes;

(viii) Conduct of business by PEM: during the period from the date of this Deed to the Implementation Date, PEM will, and will cause its Subsidiaries to, carry on their business in good faith and in the usual, regular and ordinary course in substantially the same manner as conducted in the immediately previous three month period, and will keep CBH informed of the conduct of the business in that manner; and

(ix) Provision of Due Diligence Information: promptly provide all Due Diligence Information regarding PEM and Richview as requested by CBH, its directors, officers, employees, agents or advisers or which otherwise may be required for CBH to be fully aware and understand all material aspects of, or affecting, PEM and Richview and their respective businesses including all matters of a financial, legal, taxation and commercial nature; and

(x) PEM Certificate: provide within 2 Business Days before the Second Court Date of each of the Share Scheme and the Note Scheme, a certificate confirming that there has been no breach of any PEM Warranty;

(c) (Certificate) CBH and, if necessary for the Schemes to proceed, PEM and Richview, must provide the Court at the hearing on each of the proposed Second Court Dates with a certificate confirming that all the Conditions Precedent have been satisfied or waived in accordance with the terms of this Deed;


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(d) (CBH obligations) CBH must take all necessary steps to propose and implement the Schemes as soon as is reasonably practicable including, without limitation, taking each of the following steps:

(i) Preparation and dispatch of Scheme Booklet:

(A) prepare the Scheme Booklet in accordance with all applicable laws including the relevant ASIC regulatory guides (including ASIC Regulatory Guide 60 and ASIC Regulatory Guide 142) and the Listing Rules;

(B) consult with PEM and give PEM and its representatives a reasonable opportunity to provide input on drafts of the Scheme Booklet and its content and presentation and consider that input in good faith for the purpose of amending those drafts, and obtain PEM’s consent for the form and context in which the PEM Information is included in the Scheme Booklet. In this regard, PEM’s consent will not be unreasonably withheld or delayed; and

(C) dispatch the Scheme Booklet in accordance with the Timetable;

(ii) Board statement: ensure that the Scheme Booklet, in the form initially dispatched to CBH Shareholders and CBH Noteholders, includes a statement that:

(A) subject to no Superior Proposal being received by CBH, the CBH Board unanimously recommends that CBH Shareholders vote in favour of the Share Scheme, in the absence of a Superior Proposal;

(B) subject to no Superior Proposal being received by CBH, the CBH Board unanimously recommends that CBH Noteholders vote in favour of the Note Scheme, in the absence of a Superior Proposal;

(C) each of the directors of CBH by whom or on whose behalf CBH Shares are held, intends to vote in favour of the Share Scheme, in the absence of a Superior Proposal; and

(D) each of the directors of CBH by whom or on whose behalf CBH Notes are held, intends to vote in favour of the Note Scheme, in the absence of a Superior Proposal.

(iii) New information: provide to CBH Shareholders and CBH Noteholders any further or new information which may arise after lodgement of the draft Scheme Booklet with ASIC and prior to the Scheme Meetings which may be necessary to ensure that the information contained in the Scheme Booklet is not false, misleading or deceptive in any material respect;


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(iv) Engage the Independent Expert: engage the Independent Expert to prepare and provide an Independent Expert's Report(s) for inclusion in the Scheme Booklet in accordance with Part 5.1 of the Act and provide all reasonable assistance and information to the Independent Expert to enable it to prepare the Independent Expert's Report.

(v) CBH approval of Scheme Booklet: as soon as practicable after the conclusion of the review by ASIC of the Scheme Booklet procure that a meeting of the CBH Board, or of a committee of the CBH Board appointed for the purpose, is convened to consider approving the Scheme Booklet for dispatch to CBH Shareholders and CBH Noteholders, subject to the approval of the Court;

(vi) PEM Information: not without the prior written consent of PEM (such consent not to be unreasonably withheld or delayed) use the PEM Information or any other information provided by PEM to CBH for any purposes other than those contemplated by this Deed or either of the Schemes.

(vii) Section 411(17)(b) statement: apply to ASIC for the production of a statement pursuant to section 411(17)(b) of the Act stating that ASIC has no objection to the Schemes;

(viii) Court application: apply to the Court for orders under section 411(1) of the Act convening the Scheme Meetings;

(ix) Share Scheme Meeting: subject to obtaining the Regulatory Consents, convene the Share Scheme Meeting in accordance with the Court's orders to seek the approval by CBH Shareholders of the Share Scheme Resolution under section 411(4)(a)(ii) of the Act;

(x) Note Scheme Meeting: subject to obtaining the Regulatory Consents, convene the Note Scheme Meeting in accordance with the Court’s orders to seek the approval by CBH Noteholders of the Note Scheme Resolution under section 411(4)(a)(i) of the Act;

(xi) Court approval – Share Scheme: apply to the Court for orders approving the Share Scheme in accordance with sections 411(4)(b) and 411(6) of the Act as approved by the Scheme Shareholders at the Share Scheme Meeting;

(xii) Court approval – Note Scheme: apply to the Court for orders approving the Note Scheme in accordance with sections 411(4)(b) and 411(6) of the Act as approved by the Scheme Noteholders at the Note Scheme Meeting;

(xiii) Lodge copy of court order – Share Scheme: lodge with ASIC an office copy of the Court order approving the Share Scheme as approved by the Scheme Shareholders at the Share Scheme Meeting;


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(xiv) Lodge copy of court order – Note Scheme: immediately before lodgement with ASIC of the office copy of the Court order referred to in paragraph (xiii) immediately above, lodge with ASIC an office copy of the Court order approving the Note Scheme as approved by the Scheme Noteholders at the Note Scheme Meeting;

(xv) Conduct of business by CBH: subject to the Spin-Off, during the period from the date of this Deed to the Implementation Date, CBH will, and will cause its Subsidiaries to, carry on their businesses in good faith and in the usual, regular and ordinary course in substantially the same manner as conducted in the immediately previous three month period, and will keep PEM informed of the conduct of the business in that manner; and

(xvi) Share and Note registry details:

(A) provide all necessary information about the Scheme Shareholders and the Scheme Noteholders to PEM which PEM requires in order to facilitate the distribution by PEM of the Scheme Consideration; and

(B) direct the CBH share registry and the CBH note registry to promptly provide any information that PEM reasonably requests in relation to CBH’s Register, including any CHESS sub-register and any issuer-sponsored sub-register; and

(xvii) CBH Certificate: provide within 2 Business Days before the Second Court Date of each of the Share Scheme and the Note Scheme, a certificate confirming that there has been no breach of any CBH Warranty.

(e) (Implementation of Schemes) Without limiting the obligations in clauses 3.7(a) to (d), the parties must do all other things in their power to implement the Schemes, including the payment of consideration, issue of shares, convening of meetings, engaging counsel and experts, providing information, making of all applications to ASIC, ASX and the Court, execution of documents necessary to effect the Schemes and to the extent each party is able, comply with any relevant orders of the Court.

(f) (Responsibility for information) CBH shall be responsible for all of the information contained and included in the Scheme Booklet other than the PEM Information included or contained in the Scheme Booklet. PEM shall be responsible for all of the PEM Information (and any information derived from the PEM Information to the extent that the derived information is inaccurate because of the relevant PEM Information being inaccurate) contained or included in the Scheme Booklet. PEM and Richview hereby, jointly and severally, represent and warrant to CBH and to the Independent Expert that all PEM Information is and will be, at all times, true and complete in all respects and not misleading or deceptive or likely to mislead or deceive.


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(g) (CBH Options) Subject to the Act, the Listing Rules, the terms of any relevant agreements that are binding on CBH and applicable laws, CBH will use its reasonable endeavours to vary the terms of all CBH Options, so as to permit:

(i) CBH Optionholders to convert their CBH Options into CBH Shares at any time prior to 8:00am on the Second Court Date for the Share Scheme; and

(ii) CBH to cancel, and render of no further force or effect, any CBH Options that are not converted into CBH Shares by the time and date referred to in paragraph (i) immediately above.

3.8 Timetable

Each party must use its Best Efforts to perform its obligations (and procure its employees, officers and advisers to assist in that performance) substantially in accordance with the Timetable.

4. Schemes of Arrangement

4.1 Share Scheme

(a) CBH will propose the Share Scheme under which all of the Scheme Shares are transferred to Richview and Scheme Shareholders are entitled to receive the Share Scheme Consideration.

(b) Subject to clause 4.6, PEM and Richview, jointly and severally:

(i) agree that the Share Scheme will not become effective; and

(ii) undertake not to declare or suggest that the Share Scheme has been unconditional,

until after the Note Scheme becomes Effective.

4.2 Share Scheme Consideration

In consideration of the Share Scheme and Scheme Shareholders transferring their CBH Shares to Richview on the Implementation Date, PEM undertakes in CBH’s favour (in its own right and separately as trustee or nominee for each Scheme Shareholder) that in accordance with the Timetable, PEM will provide to the Scheme Shareholders the Scheme Consideration for the CBH Shares held by the Scheme Shareholders in accordance with the Scheme Document.

4.3 Note Scheme

(a) CBH will propose the Note Scheme under which all the Scheme Notes are transferred to Richview and Scheme Noteholders are entitled to receive the Note Scheme Consideration.


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(b) The parties agree that for the purposes of ensuring a “change of control” event in relation to CBH does not occur under the terms of issue of the CBH Notes, the Note Scheme shall become Effective immediately before the Share Scheme becomes Effective. CBH and PEM may agree to waive the requirement in this clause 4.3(b).

4.4 Note Scheme Consideration

In consideration of the Note Scheme and the Scheme Noteholders transferring their CBH Notes to Richview on the Implementation Date, PEM undertakes in CBH’s favour (in its own right and separately as trustee or nominee for each Scheme Noteholder) that in accordance with the Timetable, PEM will provide to the Scheme Noteholders the Note Scheme Consideration for the CBH Notes held by the Scheme Noteholders in accordance with the Scheme Document.

4.5 Register

In order to facilitate the provision of the Scheme Consideration on the Implementation Date, CBH must provide, or procure the provision, to PEM, or a nominee of PEM, of a complete copy of the Register as at the Record Date, within 3 Business Days after the Record Date.

4.6 Conditions

(a) Subject to clause 4.6(b), the parties agree that the:

(i) completion of the Share Scheme shall be subject to and conditional upon the completion of the Note Scheme; and

(ii) completion of the Note Scheme shall be subject to and conditional upon completion of the Share Scheme.

This clause 4.6(a) does not prevent the Note Scheme becoming Effective immediately before the Share Scheme becomes Effective as contemplated under clause 4.3(b).

(b) In the event that the parties agree to waive the Condition Precedent in clause 3.1(a)(xiv), the parties agree that notwithstanding any other provision in this Deed:

(i) the Share Scheme will no longer be subject to or conditional upon the Note Scheme; and

(ii) all provisions in this Deed are to be read so that the Share Scheme is not subject to or conditional upon the Note Scheme being approved by Scheme Noteholders.

(c) The parties agree that they may, by mutual written agreement, determine not to proceed with the Note Scheme in the event that other arrangements are made with CBH Noteholders in lieu of the Note Scheme, in which case the


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4.7 Timing

Each of the parties will use its Best Efforts to ensure that:

(a) the First Court Date in respect of the Share Scheme and the First Court Date in respect of the Note Scheme will occur on the same date;

(b) the Share Scheme Meeting and the Note Scheme Meeting will occur on the same date; and

(c) the Second Court Date in respect of the Share Scheme and the Second Court Date in respect of the Note Scheme will occur on the same date.

4.8 Appeal process

In the event that the Court refuses to make any order convening a Scheme Meeting or approving a Scheme, CBH is under no obligation to appeal the Court’s decision. In the event that CBH decides, in its sole discretion, to appeal the Court’s decision, following a request to do so from PEM, PEM will bear all of CBH’s costs (including counsel’s fees and Court costs) in respect of that appeal. PEM and Richview must provide all assistance to CBH and do all such things, as required by CBH, in connection with any appeal of the Court’s decision.

4.9 Fractional entitlements

(a) If a fractional entitlement to part of a PEM Share or PEM Option arises from the calculation of the total number of PEM Shares or PEM Options to be issued to a Scheme Shareholder after aggregating all holdings to which a Scheme Shareholder is entitled (in a manner which avoids manipulation of holdings of Scheme Shares, including by splitting or division, to take advantage of the rounding up entitlement), then any such fractional entitlement will be rounded:

(i) where the fraction is 0.5 or more, up; and

(ii) where the fraction is less than 0.5, down,

to the nearest whole number of PEM Shares or PEM Options, as applicable.

(b) If a fractional entitlement to part of PEM Note arises from the calculation of the total number of PEM Notes to be issued to a Scheme Noteholder after aggregating all holdings to which a Scheme Noteholder is entitled (in a manner which avoids manipulation of holdings of Scheme Notes, including by splitting or division, to take advantage of the rounding up entitlement), then any such fractional entitlement will be rounded:

(i) where the fraction is 0.5 or more, up; and


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(ii) where the fraction is less than 0.5, down,

to the nearest whole number of PEM Notes, as applicable.

4.10 Foreign Holders

(a) Where a Scheme Shareholder is an Ineligible Foreign Holder, the number of PEM Shares and PEM Options to which the Scheme Shareholder would otherwise be entitled under the Share Scheme will be issued to a nominee approved by PEM, CBH and (if necessary) ASIC, who will sell those PEM Shares and PEM Options as soon as practicable (at the risk of that Ineligible Foreign Holder) and pay the proceeds received, after deducting any applicable brokerage, stamp duty and other taxes, charges and selling costs, to that Ineligible Foreign Holder in full satisfaction of that Ineligible Foreign Holder’s rights under the Share Scheme in relation to the Share Scheme Consideration.

(b) Where a Scheme Noteholder is an Ineligible Foreign Holder, the number of PEM Notes to which the Scheme Noteholder would otherwise be entitled under the Note Scheme will be issued to a nominee approved by PEM, CBH and (if necessary) ASIC, who will sell those PEM Notes as soon as practicable (at the risk of that Ineligible Foreign Holder) and pay the proceeds received, after deducting any applicable brokerage, stamp duty and other taxes, charges and selling costs, to that Ineligible Foreign Holder in full satisfaction of that Ineligible Foreign Holder’s rights under the Note Scheme in relation to the Note Scheme Consideration.

(c) For the avoidance of doubt:

(i) Toho is not an Ineligible Foreign Holder;

(ii) this clause 4.10 does not apply to Toho; and

(iii) if the Schemes become Effective, PEM must provide the Scheme Consideration to Toho in accordance with the Schemes and this Deed.

5. Termination

5.1 Termination by CBH

Without prejudice to any other rights of termination under this Deed, this Deed may be terminated by CBH by CBH giving PEM and Richview written notice at any time before 8.00am on the Second Court Date:

(a) if PEM or Richview is in material breach of any of its obligations under this Deed provided that CBH has given notice to PEM or Richview setting out the relevant circumstances and stating an intention to terminate and the relevant circumstances have continued to exist 7 Business Days (or any shorter period ending at 5.00 pm on the Business Day before the Last Second Court Date) from the time such notice is received;


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(b) in the event that the PEM Break Fee becomes due and payable;

(c) if CBH receives a Superior Proposal, after allowing 2 Business Days after receipt of that Superior Proposal for consultation with PEM;

(d) if a Proposal under paragraph (e) of that definition which involves PEM is publicly announced (whether or not that Proposal is approved by the directors of PEM);

(e) in accordance with and pursuant to clause 3.5; or

(f) if the Schemes do not become Effective by the End Date.

5.2 Termination by PEM

Without prejudice to any other rights of termination under this Deed, this Deed may be terminated by PEM by PEM giving CBH written notice at any time before 8.00am on the Second Court Date:

(a) if CBH is in material breach of any of its obligations under this Deed provided that PEM has given notice to CBH setting out the relevant circumstances and stating an intention to terminate and the relevant circumstances have continued to exist 7 Business Days (or any shorter period ending at 5.00 pm on the Business Day before the Last Second Court Date) from the time such notice is received;

(b) in the event that the CBH Break Fee becomes due and payable;

(c) in accordance with and pursuant to clause 3.5; or

(d) if the Schemes do not become Effective by the End Date.

5.3 Effect of termination

(a) If a party terminates this Deed under clause 3 or clause 5, this Deed and the parties’ rights and obligations under it, shall cease other than rights and obligations under this clause and clauses 5.5, 5.6, 7.2, 7.4, 7.6, 7.9, 8, 10 and 12 which will continue to operate and bind the parties after termination in accordance with their terms.

(b) Termination of this Deed under clause 3 or clause 5 does not prejudice the accrued rights of a party to take action in respect of a breach of this Deed occurring prior to such termination.

5.4 Automatic termination

This Deed will terminate automatically without the need for action by any party in the event that:

(a) the CBH Shareholders fail to approve the Share Scheme by the necessary majorities under section 41l(4)(a)(ii) of the Act at the Share Scheme Meeting;


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(b) the CBH Noteholders fail to approve the Note Scheme by the necessary majorities under section 411(4)(a)(i) of the Act at the Note Scheme Meeting provided that the Condition Precedent in clause 3.1(a)(xiv) has not been waived by CBH and PEM;

(c) the Independent Expert advises CBH that it cannot give a report stating that the Share Scheme is in the best interests of the CBH Shareholders (on the grounds that it believes that the Share Scheme is not in the best interests of CBH Shareholders) or produces a report which states that the Share Scheme is not in the best interests of CBH Shareholders; or

(d) after the parties have used their Best Efforts to resolve any issues raised by the Court in relation to either of the Schemes, the Court refuses to grant an order convening either of the Scheme Meetings or approving either of the Schemes.

5.5 CBH Break Fee

Subject to clauses 5.7 and 5.8, if:

(a) any director of CBH:

(i) makes any public statement prior to the approval of the Schemes by the Court under section 411(4)(b) to the effect that he or she does not support (or no longer supports) the Schemes, other than as a result of or due to the non-satisfaction by PEM or Richview of a Condition Precedent or where Scheme Shareholders fail to approve the Share Scheme or CBH Noteholders fail to approve the Note Scheme by the necessary majorities required under section 411(4)(a) of the Act; or

(ii) (without limiting (i) above) fails to recommend the Schemes or, having done so, any director of CBH publicly withdraws or varies his or her favourable recommendation of the Schemes (or any part of it) prior to the approval of the Schemes by the Court under section 411(4)(b) of the Act; or

(b) an entity, other than PEM or Richview or another entity belonging to the PEM Group, acquires more than 50%, in number, of the issued capital of CBH at any time after the date of this Deed and before the End Date; or

(c) an event under clause 3.1(a)(iii) or (vii) or 3.1(b)(iii) or (viii) occurs and this Deed is terminated in accordance with clause 3.5,

then CBH must pay to PEM $2,000,000 (“CBH Break Fee”).

Except that no CBH Break Fee is payable under paragraph (a) of this clause 5.5 if:

(d) CBH receives a Superior Proposal; or

(e) in circumstances where CBH has terminated this Deed or is entitled to terminate this Deed under clause 3.5(b); or


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(f) because the Independent Expert cannot give a report stating that the Share Scheme and the Note Scheme are in the best interests of the CBH Shareholders and the CBH Noteholders respectively or has concluded in the Independent Expert's Report that the Share Scheme or the Note Scheme is not in the best interests of CBH Shareholders or CBH Noteholders respectively; or

(g) in circumstances where PEM or Richview has committed a material breach of any provision of this Deed or any other material agreement between PEM or Richview and CBH in relation to a Scheme; or

(h) the CBH Shareholders fail to approve the Share Scheme by the necessary majorities under section 41l(4)(a)(ii) of the Act at the Share Scheme Meeting; or

(i) the CBH Noteholders fail to approve the Note Scheme by the necessary majorities under section 411(4)(a)(i) of the Act at the Note Scheme Meeting.

Except also that no CBH Break Fee is payable under paragraph (b) of this clause 5.5 in circumstances where PEM or Richview has committed a material breach of any provision of this Deed or any other material agreement between PEM or Richview and CBH in relation to a Scheme.

5.6 PEM Break Fee

Subject to clauses 5.7 and 5.8, if:

(a) any director of PEM or Richview:

(i) makes any public statement prior to the approval of the Schemes by the Court under section 411(4)(b) to the effect that he or she does not support (or no longer supports) the Schemes; or

(ii) (without limiting (i) above) fails to recommend the Schemes or, having done so, any director of PEM or Richview publicly withdraws or varies his or her favourable recommendation of the Schemes (or any part of it) prior to the approval of the Schemes by the Court under section 411(4)(b) of the Act; or

(b) PEM or Richview is in breach of a material term of this Deed, the Deed Poll or the Schemes; or

(c) an event under clause 3.1(a)(ii) or (viii) or 3.1(b)(ii) or (ix) occurs and this Deed is terminated in accordance with clause 3.5; or

(d) any entity, acquires more than 50%, in number, of the issued capital of PEM at any time after the date of this Deed until this Deed is terminated, satisfied or is of no further force or effect (other than as a direct result of the Schemes),

then PEM must pay CBH $2,000,000 (“PEM Break Fee”).

Except that no PEM Break Fee is payable under this clause 5.6 if:


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(e) in circumstances where PEM has terminated this Deed or is entitled to terminate this Deed under clause 3.5(b); or

(f) in circumstances where CBH has committed a material breach of a material provision of this Deed or the Scheme.

5.7 No payment if Schemes becomes Effective

Neither the CBH Break Fee nor the PEM Break Fee is payable under clause 5.5 or 5.6 respectively if the Schemes become Effective notwithstanding the occurrence of any event under clause 5.5 or 5.6.

5.8 Compliance with law

If it is finally determined following the exhaustion of all reasonable avenues of appeal to the Takeovers Panel or a Court that all or any part of either the CBH Break Fee or PEM Break Fee required to be paid under clause 5.5 or 5.6 respectively (“Impugned Amount”):

(a) is unlawful;

(b) involves a breach of directors’ duties; or

(c) constitutes unacceptable circumstances,

then:

(d) the requirement to pay the CBH Break Fee or PEM Break Fee under clause 5.5 or 5.6 respectively does not apply to the extent of the Impugned Amount; and

(e) if PEM or CBH (as applicable) has received the Impugned Amount, it must refund it within 10 Business Days of the final determination being made.

5.9 Acknowledgments

CBH and PEM each acknowledge that:

(a) each of them will incur significant costs, expenses, outgoings and losses if the Schemes are not successful, but that it is not possible to accurately ascertain these costs; and

(b) both the CBH Break Fee and PEM Break Fee represent a genuine and reasonable pre-estimate of the internal, external advisory, and financial costs (and all associated out of pocket expenses) of each party in relation to the proposed Schemes.

Each party confirms that:

(c) it has received legal advice on this Deed and the operation of this clause; and


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(d) it considers this clause to be fair and reasonable and that it is appropriate to agree to the terms in this clause in order to secure the significant benefits to it (and its shareholders) resulting from the Schemes.

5.10 Payment

Any payment of either the CBH Break Fee or PEM Break Fee required under this clause 5 must be made within 5 Business Days of receipt of a written demand from the other party. The demand may only be made after the occurrence of any event which makes the CBH Break Fee or the PEM Break Fee (as the case may be) due and payable pursuant to clause 5.5 or clause 5.6.

6. Conduct up to Implementation

6.1 Appointing directors and management

(a) PEM agrees to procure that as soon as practicable after the Implementation Date, Mr Stephen Dennis, Mr Jim Wall and a nominee of Toho nominated after consultation with PEM’s chairman (“New Directors”) will be invited to join the board of directors of PEM, which will then consist of a total of 7 members, and, subject to appropriate consents being received, appointed as directors of PEM.

(b) PEM agrees to procure that Mr Stephen Dennis will, subject to the Share Scheme becoming Effective, be appointed managing director of PEM with effect from the Implementation Date on terms and conditions to be agreed with Mr Stephen Dennis.

(c) PEM, through its board of directors, must not appoint additional directors (other than a New Director or a person nominated by CBH and accepted by the board of directors of PEM) in order to ensure that at no time before the next general meeting of PEM Shareholders after the Effective Date, the PEM board of directors exceeds 7 members.

6.2 Indemnification of New Directors

PEM agrees that, on and from the Implementation Date, it will ensure that the New Directors have the benefit of:

(a) the same director and officer's indemnity from PEM that all other PEM directors will enjoy; and

(b) insurance under a director and officer's insurance policy (or equivalent) which is on terms no less favourable than the director and officer's insurance policy that applies to all other PEM directors.

6.3 PEM Dividend and CBH Dividend

Provided that CBH has not declared, paid or distributed any dividend, bonus, share of its profits or assets or returned or agreed to return any capital to its members (other than in relation to the Spin-Off), PEM agrees not to pay or distribute (or set a record


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date for payment or distribution of) any dividend (other than the Permitted PEM Dividend), bonus, share of its profits or assets or return or agree to return any capital to its members prior to the day after the Effective Date, except with CBH's prior written consent.

6.4 Implementation of Spin-Off

CBH will procure that the record date for determining entitlements of CBH Shareholders to receive Kimberley Metals Shares in respect of the Spin-Off will be on or before 15 May 2008, unless otherwise agreed between CBH and PEM.

6.5 PEM commitment to CBH employees

PEM undertakes to use its reasonable endeavours to implement an arrangement under which existing employees of CBH will be given an opportunity to participate in the success of the new PEM.

7. Warranties

7.1 CBH Warranties

CBH represents and warrants to PEM at the date of this Deed and at 8:00 am on each Second Court Date that:

(a) it has taken all necessary corporate action to authorise the performance of this Deed and has taken or will take all necessary corporate action to authorise the performance of this Deed by it and to carry out the transactions contemplated by this Deed;

(b) it has full corporate power to execute, deliver and perform its obligations under this Deed and to carry out the transactions contemplated by this Deed;

(c) this Deed constitutes a legal, valid and binding obligation of it;

(d) neither the execution or performance by it of this Deed nor any transaction contemplated under this Deed will in any material respect breach or accelerate the obligations of it or of any of its Subsidiaries under any provision of:

(i) any writ, order, injunction or judgment; or

(ii) any relevant constituent documents; or

(iii) any material agreement or deed to which it is a party,

other than the CBH Notes, CBH Options and the Toho Note;

(e) CBH has over the past twelve months complied with the continuous disclosure obligations as required by Listing Rule 3.1 and will continue to do so until the Implementation Date;


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(f) as at the date of this Deed, the capital structure of CBH is as set out in Schedule 4;

(g) it will provide PEM with all such further or new relevant information of which CBH becomes aware that arises on or after the Dispatch Date in order to ensure that the Scheme Booklet continues to comply with the Act, the Listing Rules, relevant ASIC regulatory guides and applicable law;

(h) subject to clause 9.1 and other than permitted under clause 9.2(b), CBH has suspended all talks with potential third party purchasers of CBH Shares that would lead to a Proposal and has closed access to the CBH Data Room to third parties other than members of the PEM Group and CBH’s officers, employees and advisers;

(i) all Due Diligence Information provided by CBH and its respective directors, officers, employees, agents and advisers is true and accurate in all material respects and none of the foregoing have: (i) omitted anything from the Due Diligence Information such as to make any part of that Due Diligence Information materially false or misleading; or (ii) included anything materially false or misleading in the Due Diligence Information;

(j) CBH’s financial statements for the six months ending 31 December 2007 give a true and fair view of the financial position of CBH as at that date and are prepared on a consistent basis with past practice (except to the extent that adoption of Australian International Financial Reporting Standards required a change to past practices) and in accordance with all relevant accounting standards;

(k) as at the Dispatch Date, all CBH Information included or contained in the Scheme Booklet is complete and accurate in all material respects and in not misleading (including by omission);

(l) none of the Exploration Assets are directly required by CBH and its Related Bodies Corporate (other than TNG Limited (ACN 000 817 023), CBH Constance Range Pty Ltd (ACN 120 104 056) and CBH Pulse Technology Pty Ltd (ACN 099 244 541)) in carrying out its current operations and activities other than in respect of the projects located at Sorby Hills in Western Australia, Mineral Hill in New South Wales and Constance Range in Queensland;

(m) it and its Subsidiaries have complied in all material respects with all material Australian and foreign laws and regulations applicable to them and have all material licenses, permits and consents necessary for them to conduct their respective businesses as presently being conducted; and

(n) the Spin-Off will not cause CBH or its Related Bodies Corporate to suffer any material net tax payment or other material liability, other than as disclosed to PEM on or before the date of this Deed. The reference in this paragraph (n) to a “material liability” does not include an obligation of CBH or a Related Body


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Corporate to transfer the Exploration Assets to Kimberley Metals or to otherwise assist in completion of the Spin-Off.

7.2 CBH Indemnity

CBH agrees with PEM to indemnify PEM and its directors, officers and advisers (the “PEM Indemnified Parties”) against all Losses which any PEM Indemnified Party suffers, incurs or is liable for arising out of any breach of any of the representations and warranties in clause 7.1.

7.3 PEM Warranties

PEM represents and warrants to CBH, at all times until 8:00am on the Last Second Court Date, that:

(a) it has taken all necessary corporate action to authorise its entry into this Deed and has taken or will take all necessary corporate action to authorise the performance of this Deed by it and to carry out the transactions contemplated by this Deed;

(b) it has full corporate power to execute, deliver and perform its obligations under this Deed and to carry out the transactions contemplated by this Deed:


(d) it has obtained all necessary consents and approvals to enable it to enter into this Deed;

(e) neither the execution or performance by it of this Deed nor any transaction contemplated under this Deed will in any material respect breach or accelerate the obligations of it or of any of its Subsidiaries under any provision of:

(i) any judgment; or


(iii) any material agreement or deed to which it is a party;

(f) PEM has over the past twelve months complied with the continuous disclosure obligations as required by Listing Rule 3.1 and will continue to do so until the Implementation Date;

(g) PEM Controls all of the legal and beneficial title to all of the issued shares in Richview and Controls the composition of the board of directors of Richview;

(h) PEM is the registered legal and beneficial holder of all of the shares in Kolmar Pty Ltd (ACN 009 232 464);

(i) Kolmar Pty Ltd (ACN 009 232 464) is the registered legal and beneficial holder of all of the shares in Richview;


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(j) all Due Diligence Information provided by PEM and Richview and their respective directors, officers, employees, agents and advisers is true and accurate in all material respects and none of the foregoing have; (i) omitted anything from the Due Diligence Information such as to make any part of that Due Diligence Information materially false or misleading; (ii) included anything materially false or misleading in the Due Diligence Information;

(k) PEM’s financial statements for the six months ending 31 December 2007 give a true and fair view of the financial position of PEM as at that date and are prepared on a consistent basis with past practice (except to the extent that adoption of Australian International Financial Reporting Standards required a change to past practices) and in accordance with all relevant accounting standards;

(l) each PEM Share and PEM Option to be issued to a Scheme Shareholder and each PEM Note to be issued to a Scheme Noteholder pursuant to the Schemes will be duly authorised and validly issued, fully paid, free from all security interests, encumbrances and third party rights and will rank equally with all other PEM Shares, PEM Options or PEM Notes, as the case may be, then on issue. PEM will promptly apply to the ASX for official quotation of all PEM Shares, PEM Options and PEM Notes issued pursuant to the terms of the Schemes;

(m) as at the Dispatch Date, all PEM Information included or contained in the Scheme Booklet is complete and accurate in all material respects and in not misleading (including by omission);

(n) it will provide CBH all such further or new information of which it becomes aware that arises on or after the Dispatch Date in order to ensure that the Scheme Booklet continues to comply with the Act, the Listing Rules, ASIC regulatory guides and applicable laws;

(o) it and its Subsidiaries have complied in all material respects with all material Australian and foreign laws and regulations applicable to them and have all material licenses, permits and consents necessary for them to conduct their respective businesses as presently being conducted; and

(p) as at the date of this Deed, the capital structure of PEM is as set out in Schedule 3.

7.4 PEM Indemnity

PEM agrees with CBH to indemnify CBH and its directors, officers and advisers (the “CBH Indemnified Parties”) against all Losses which any CBH Indemnified Party suffers, incurs or is liable for arising out of any breach of any of the representations and warranties in clause 7.3.


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7.5 Richview Warranties

Richview represents and warrants to CBH at the date of this Deed and at 8:00am on each Second Court Date that:

(a) it has taken all necessary corporate action to authorise its entry into this Deed and has taken or will take all necessary corporate action to authorise the performance of this Deed by it and to carry out the transactions contemplated by this Deed;

(b) it has full corporate power to execute, deliver and perform its obligations under this Deed and to carry out the transactions contemplated by this Deed;


(d) it has obtained all necessary consents and approvals to enable it to enter into this Deed; and

(e) neither the execution or performance by it of this Deed nor any transaction contemplated under this Deed will in any material respect breach or accelerate the obligations of it or of any of its Subsidiaries under any provision of:

(i) any judgment; or


(iii) any material agreement or deed to which it is a party.

7.6 Richview Indemnity

PEM and Richview jointly and severally agree with CBH to indemnify CBH and its directors, officers and advisers (the “CBH Indemnified Parties”) against all Losses which any CBH Indemnified Party suffers, incurs or is liable for arising out of any breach of any of the representations and warranties in clause 7.5.

7.7 Survival of warranties

Each Warranty:

(a) is severable;

(b) will survive termination of this Deed: and

(c) is given with the intent that liability under it is not confined to breaches which are discovered before the date of termination of this Deed.

7.8 Survival of indemnities

Each indemnity in this Deed (including those in clauses 7.2, 7.4 and 7.6):

(a) is severable;


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(b) is a continuing obligation;

(c) constitutes a separate and independent obligation of the party giving the indemnity from any other obligations of that party under this Deed; and

(d) survives the termination of this Deed.

7.9 Release of officers and directors

Subject to section 199A of the Act (where applicable), no officer, director, adviser or employee of a party will be liable to a party for anything done, purported to be done or not done in connection with preparing and providing the information or documents provided under this Deed, to a party in good faith. Nothing in this clause excludes such officers, directors, advisers and employees from any liability which may arise from their wilful misconduct on the part of such a person. Each party receives and holds the benefit of this release, to the extent it relates to its officers, directors, advisers and employees, as agent for them.

8. Public announcements

8.1 Announcement of the Scheme

Subject to clause 8.3, immediately after the parties execute this Deed, they must issue a public announcement about the Schemes and the transactions contemplated in this Deed substantially in the form set out in Schedule 2.

8.2 Public announcements and submissions

(a) Except as permitted under clause 8.1, no party may make a public announcement about this Deed, the Scheme Booklet or the Schemes unless:

(i) the other parties have approved the form of the announcement; or

(ii) the law or the Listing Rules requires an announcement to be made.

(b) The parties must use all reasonable endeavours to participate constructively in the consultation contemplated by clauses 8.2(a) and 8.3 as soon as is practicable.

8.3 Required disclosure

If the law or the Listing Rules require a party to make an announcement or disclosure about either the subject of this Deed, the Schemes or the Scheme Booklet, that party may only do so after it has given the other parties prior notice (of at least one Business Day if possible whilst complying with all applicable laws, rules and duties) and consulted with the other parties about the form and content of the announcement or disclosure. This clause 8.3 does not apply to any announcement, disclosure or dealings in respect of any Proposal or potential Proposal between a CBH and a Person who expressed interest to CBH in a Proposal at any time during the 6 months immediately preceding the date of this Deed.


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9. No shop obligations

9.1 Non-solicitation obligation

Subject to clause 9.2 and 9.3, during the No-Shop Period, CBH agrees that it shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorise or permit any of its officers, directors or employees, or require any of its investment bankers, attorneys or other advisors or representatives of it or any of its Subsidiaries to:

(a) directly or indirectly solicit or initiate the submission of any Proposal; or

(b) enter into any agreement with respect to any Proposal or directly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or is likely to lead to, any Proposal,

provided, however, that if the directors of CBH bona fide form the view that a Proposal, that was not solicited by CBH or its Subsidiaries and did not otherwise result from a breach of paragraph (a) or (b), is a Superior Proposal, then CBH may furnish information with respect to itself and its business and any of its Subsidiaries to any person pursuant to a customary confidentiality agreement and enter into discussions, negotiations and other actions regarding that Superior Proposal, provided that prior to doing so, CBH advises PEM in writing of the existence of such Proposal.

This clause 9 does not prevent CBH or any of its Subsidiaries from:

(i) providing information to its directors, officers, employees, agents, servants or advisers;

(ii) providing information to any Government Agency;

(iii) providing information to its auditors, banks and other financial institutions, customers and suppliers in the ordinary or usual course of business; or

(iv) making presentations to brokers, portfolio investors or analysts in the ordinary or usual course.

Subject to the continuous disclosure obligations of CBH and its directors, CBH agrees not make any public announcement of a Superior Proposal until 2 Business Days after receipt of that Superior Proposal. During those 2 Business Days, PEM may consult with CBH.

9.2 Exception

(a) Until the Effective Date, each party (the “Approached Party”) must immediately inform the other party of the fact, and name, of each person that both:


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(i) makes a third party approach to the Approached Party in relation to a Proposal; and

(ii) has entered into a confidentiality agreement with the Approached Party in relation to that Proposal.

(b) Notwithstanding any other provision of this Deed CBH may provide information relating to CBH to any person whom CBH has identified to PEM before the date of this Deed and who has requested that information in writing.

(c) Prior to providing the information requested in accordance with clause 9.2(b), CBH will notify and consult with PEM about the provision of that information.

9.3 Compliance with Law

This clause 9 will only impose obligations on a party to the extent that to cause that party to undertake or fulfil such obligations would not involve a breach of the duties of the directors of that party or be unlawful on any other basis.

10. Confidentiality

10.1 Retention of Confidentiality

The terms of the Confidentiality Agreement continue to bind the parties.

10.2 Privacy Act

Each party acknowledges that the other parties have obligations under the Privacy Act 1988 in relation to personal information (defined as any information identifying or potentially identifying an individual) in its possession and forming part of the party's confidential information. All parties therefore undertake to comply with these obligations to the same extent and degree as the party from whom each has obtained the information is bound to observe them.

10.3 Use of information

If this Deed is rescinded or terminated, the parties will immediately cease using, and return to each other or destroy or delete, all confidential information and documents disclosed or provided to each other or to any Related Entity of either party or to the directors, officers, or advisers of either party or of any Related Entity in connection with this Deed.

11. Conduct of Court proceedings

Nothing in this Deed gives any party any right or power to make undertakings to the Court for or on behalf of any other party without that party’s written consent.


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12. Costs and GST

12.1 Costs

(a) Subject to clauses 5.5, 5.6 and 12.1(b) each party must bear its own costs and expenses (including professional fees and stamp duty) incurred by it in connection with the negotiation, preparation and execution of this Deed and the implementation or attempted implementation of the Schemes.

(b) PEM must pay all stamp duty and any related fines or penalties in respect of this Deed, the Deed Poll and the acquisition of the Scheme Shares and the Scheme Notes in accordance with the Schemes.

12.2 GST

(a) Any reference in this clause to a term defined or used in A New Tax System (Goods and Services Tax) Act 1999 is, unless the context indicates otherwise, a reference to that term as defined or used in that Act

(b) Unless expressly included, the consideration for any supply under or in connection with this Deed does not include GST.

(c) To the extent that any supply made by a party to another party (“Recipient”) under or in connection with this Deed is a taxable supply, the Recipient must pay, in addition to the consideration to be provided under this Deed for that supply (unless it expressly includes GST) an amount equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply.

(d) The amount of GST payable in accordance with this clause, will be paid at the same time and in the same manner as the consideration otherwise payable for the supply is provided.

13. Deed Poll

13.1 Deed Poll

The parties agree that PEM and Richview will execute a Deed Poll in substantially the same form as set out in Annexure A, subject to any amendments agreed to by the parties to this Deed.

13.2 Scheme of arrangement

The parties agree that the terms of the Schemes are those set out in a form substantially similar to the Scheme Documents, subject to any amendments agreed to by the parties.


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14. General

14.1 Alterations

This Deed may be altered only in writing signed by each party.

14.2 Approvals and consents

Except where this Deed expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this Deed.

14.3 Assignment

A party may only assign this Deed or a right under this Deed with the prior written consent of each other party.

14.4 Counterparts

This Deed may be executed in counterparts. All executed counterparts constitute one document. This Deed may be executed by either of the parties by duly executing a counterpart and forwarding a copy of the signed counterpart to the other party.

14.5 No Merger

Except where this Deed expressly states otherwise, the rights and obligations of the parties under this Deed do not merge on completion of any transaction contemplated by this Deed.

14.6 Entire agreement

This Deed supersedes all previous agreements or understandings between the parties in connection with its subject matter other than the Confidentiality Agreement.

14.7 Further action

Each party must do, at its own expense, everything reasonably necessary to give full effect to this Deed and the transactions contemplated by it (including executing documents) and to use all reasonable endeavours to cause relevant third parties to do likewise.

14.8 Severability

If the whole or any part of a provision of this Deed is invalid or unenforceable in a jurisdiction it must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable. If however, the whole or any part of a provision of this Deed is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Deed or affecting the validity of enforceability of that provision in any other jurisdiction.


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14.9 Enforcement of indemnities

It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity conferred by this Deed.

14.10 Attorneys

Each person who executed this Deed on behalf of a party declares that he or she has no notice of the revocation or suspension by the grantor or in any other manner of the power of attorney under the authority of which he or she executes this Deed.

14.11 Waiver

A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

14.12 Relationship

Except where this Deed expressly states otherwise, this Deed does not create a relationship of employment, trust, agency or partnership between the parties.

14.13 Remedies Cumulative

The rights provided in this Deed are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this Deed.

14.14 Governing Law

This Deed will be governed by and construed in accordance with the law for the time being in force in New South Wales and the parties, by entering into this Deed, are deemed to have submitted to the non-exclusive jurisdiction of the courts of that State.

14.15 Exercise of Rights

A party may exercise a right, at its discretion and separately or concurrently with another right.


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Schedule 1 –Timetable1

Event Date Day

Announce Merger and enter into Merger Implementation Deed

Wednesday 26 March 2008

0

Instruct Independent Expert to report on the Schemes

Wednesday 26 March 2008

0

Provide final draft Scheme Booklet to ASIC including Independent Expert’s Report

Thursday 1 May 2008

36

Receive ASIC sign-off on Scheme Booklet Thursday 15 May 2008 50

Apply for Court date for First Court Hearing to order convening of Scheme Meetings

Friday 16 May 2008 51

First Court Date for Share Scheme and Note Scheme

Friday 23 May 2008 58

Lodge copies of Court orders to convene Scheme Meetings and approving Scheme Booklet with ASIC

Tuesday 27 May 2008 62

Scheme Booklet registered by ASIC and lodged with ASX

Wednesday 28 May 2008

63

Printing of Scheme Booklet and proxy forms Wednesday 28 May 2008

63

Dispatch Scheme Booklet and proxy forms to CBH Shareholders and CBH Noteholders

Wednesday 4June 2008 70

Latest time and date for lodgement of completed proxy forms

Tuesday 1 July 2008

97

Time and date for determining eligibility to vote at the Scheme Meetings

Tuesday 1 July 2008 97

Scheme Meetings Thursday 3 July 2008 99

Second Court Date for Share Scheme and Note Scheme

Thursday 10 July 2008 106

Effective Date: lodge office copy of Scheme Order for Note Scheme with ASIC and then

Friday 11 July 2008 107

1 Timetable subject to ASX approval and sign off by the Share Registry.


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immediately afterwards lodge office copy of Scheme Order for Share Scheme with ASIC

CBH Shares and CBH Notes suspended from trading on ASX

Friday 11 July 2008 107

Trading of Mergeco shares on ASX on a deferred settlement basis

Monday 14 July 2008 110

Record Date: determine entitlements to consideration under the Schemes by reference to the CBH share register and CBH note register at the time

5:00 pm on Friday 18 July 2008

114

Implementation Date: transfer Scheme Notes, and immediately afterwards, transfer Scheme Shares to PEM and payment of Scheme Consideration to Scheme Shareholders and Scheme Noteholders

Wednesday 23 July 2008

119

Trading of Mergeco shares on ASX on a normal settlement basis

Thursday 24 July 2008 120


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Schedule 2 – Announcement

See attached


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ASX & MEDIA RELEASE 26 March 2008

PERILYA AND CBH MERGER - CREATION OF A GLOBALLY SIGNIFICANT ZINC AND LEAD PRODUCER

Overview

• The Directors of Perilya Limited (“Perilya”) and CBH Resources Limited (“CBH”) announce a proposal to merge their businesses (the “Proposed Merger”) to create a globally significant producer of both lead and zinc (the “Combined Group”).

• The Proposed Merger will be implemented via interdependent schemes of arrangement for the acquisition of all the CBH ordinary shares and CBH convertible notes (“CBH Notes”) by Perilya.

• The Proposed Merger will result in the Broken Hill line of lode having a single owner for the first time in its history resulting in material operational efficiencies. The Combined Group will have a more flexible and diversified production base through multi-mine operations at Broken Hill, Endeavor and Flinders and will have a strong development pipeline including the Panorama and Mount Oxide projects and the Hera deposit.

• Prior to CBH shareholders voting on the Proposed Merger, certain pre-development assets of CBH including Mineral Hill, Sorby Hills and Constance Range will be separated into a new company, Kimberley Metals Limited (“Kimberley Metals”), and its shares will be distributed to CBH shareholders by way of capital reduction.

• Under the terms of the Proposed Merger, CBH shareholders will receive:

o 1 Perilya ordinary share for every 3 CBH shares;

o 1 Perilya option for every 20 CBH shares; and

o shares in Kimberley Metals, expected to be approximately 1 Kimberley Metals share for each 9.2 CBH shares.

• Based on the volume weighted average of the trading prices on ASX of Perilya and CBH for the 1 month leading up to and including 19 March 2008, and the value of the Perilya option, the Proposed Merger would provide a premium to CBH shareholders of approximately 27%1.

• Holders of CBH Notes (“CBH Noteholders”) will receive Perilya notes on terms that are substantially equivalent to the existing CBH Note terms.

• In the absence of a superior proposal, the Proposed Merger is unanimously recommended by the Board of CBH. CBH’s Directors intend to vote all the shares they personally hold in favour of the Proposed Merger.

• Toho Zinc Co Ltd (“Toho”), CBH’s largest holder of shares and CBH Notes, has indicated that it supports the Proposed Merger in the absence of a superior proposal and any material change in circumstances.

• Patrick O’Connor, Perilya’s current Chairman, will become Chairman of the Combined Group. Stephen Dennis, Jim Wall and a representative of Toho will join the Board of the Combined Group.

Perilya and CBH Merger – ASX and Media Release 1

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http://www.perilya.com.au/�

• The senior management team of the Combined Group will be led by Stephen Dennis, currently Chief Executive Officer of CBH with the remainder of the Combined Group management to be drawn from the management talent of both companies.

Key offer details

CBH shareholders will receive 1 Perilya ordinary share for every 3 CBH shares they hold and 1 Perilya option for every 20 CBH shares they hold (“Consideration Options”). In addition, CBH shareholders will also receive an interest in Kimberley Metals of approximately 1 Kimberley Metals share for each 9.2 CBH shares.

The Consideration Options will have an exercise price of $2.00 and expire on 31 December 2010. Perilya intends to apply to ASX for quotation of the Consideration Options.

Based on Perilya’s last traded share price of $1.002 and a value for each Consideration Option of $0.223, the implied value of the offer is approximately $0.34 per CBH share (not including the value that will be received by CBH shareholders resulting from the distribution of shares in Kimberley Metals).

The Proposed Merger will provide CBH shareholders with an up-front premium of approximately 27%1 based on the volume weighted average of the trading prices on ASX of Perilya and CBH shares for the 1 month leading up to and including 19 March 2008, the last day of trading before both companies went into trading halt. The Proposed Merger will approximately reflect the relative market values of both companies as at 19 March 2008.

The Proposed Merger values CBH at approximately $2944 million on an equity value basis and approximately $3335 million on an enterprise value basis.

Current CBH option holders (employees) will be offered cash for the cancellation of their existing CBH options.

CBH Noteholders will receive convertible notes issued by Perilya on substantially the same terms as the existing CBH Notes (“Perilya Notes”). The conversion terms of the Perilya Notes will be adjusted to reflect the exchange ratio of 1 Perilya share for every 3 CBH shares with the conversion price lowered as a result of the capital reduction of Kimberley Metals in accordance with the terms of the CBH Notes.

Perilya Chairman, Patrick O’Connor, who will become chairman of the Combined Group, said:

“The proposed merger represents a watershed for the historic mining district of Broken Hill with all of the Broken Hill line of lode to be under the one ownership for the very first time. The combination of the two companies is a logical development that will create a new force in global lead and zinc markets.”

CBH’s Chief Executive Officer, Stephen Dennis, who will become Managing Director of the Combined Group said:

“The Proposed Merger is expected to result in significant synergies and operating efficiencies, particularly in relation to milling capacity, infrastructure and the faster development of new ore sources.”

Details of the Proposed Merger

Richview Investments Pty Ltd (a wholly owned subsidiary of Perilya) will acquire all of the shares in CBH and the CBH Notes.

It is intended that the Proposed Merger will take place by way of inter-conditional schemes of arrangement to be voted on by CBH shareholders and CBH Noteholders respectively.

Perilya expects to issue approximately 2816 million shares and approximately 427 million options to CBH shareholders. Immediately following completion of the Proposed Merger, Perilya shareholders will own approximately 41%8 of the Combined Group and CBH shareholders will own approximately 59%9 of the Combined Group.

In the absence of a superior proposal, the Proposed Merger is unanimously recommended by the Board of CBH. CBH’s Directors intend to vote all the shares they personally hold in favour of the Proposed Merger.


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Likewise, in the absence of a superior proposal and any material change in circumstances, Toho, CBH’s largest holder of shares and CBH Notes has indicated that it supports the Proposed Merger.

Perilya Chairman, Patrick O’Connor, said “We are very pleased that the Proposed Merger has the support of Toho. We very much look forward to a long term, constructive relationship with Toho.”

Creation of Kimberley Metals

Perilya will not acquire CBH’s interests in the Mineral Hill, Sorby Hills or Constance Range projects and certain other pre-development assets that are not required for the operation of CBH’s Endeavor mine, Panorama Project or Broken Hill mines.

These assets will be separated into a new entity to be known as Kimberley Metals. Subject to a CBH shareholder vote it is intended that shares in Kimberley Metals be distributed via an equal access capital reduction to CBH shareholders prior to the Merger Proposal being voted on at the CBH scheme meetings. It is intended that Kimberley Metals will actively pursue these opportunities through a dedicated exploration vehicle which is intended to be listed on an internationally recognised securities exchange, likely to be the Australian Securities Exchange.

The exclusion of these pre-development stage assets from the Proposed Merger will allow the Combined Group to focus on key assets such as the Endeavor mine, the Panorama Project and the Broken Hill mines.

Jim Wall, Chairman of CBH will become Chairman of Kimberley Metals. Mr Wall said “The spin-out of some of CBH’s pre-development assets allows us to enhance the value for CBH shareholders through equity in the combined entity as well as continued exposure to some of CBH’s earlier stage projects. We intend to vigorously pursue these exciting opportunities through a nimble and focused exploration vehicle.”

Merger rationale

The Proposed Merger is expected to generate significant benefits for shareholders in both companies as well as for CBH Noteholders. Some of these benefits are detailed below:

• Significant operational efficiencies –at Broken Hill, common ownership of Perilya’s and CBH’s tenements will allow for:

• processing of ore from CBH’s tenements through Perilya’s existing Broken Hill concentrator. In addition to earlier mining of this ore, this will save the capital that CBH would otherwise need to incur to construct its own processing facility at Broken Hill. It will also materially increase through-put at Perilya’s concentrator to up to approximately 2.8 million tonnes per annum (from the current levels of approximately 1.8 million tonnes per annum) which will materially lower unit costs of the Perilya Broken Hill operations;

• access to ore at the boundaries via the existing Southern Operations development;

• greater flexibility and reduced risk in the production plan resulting from the increased number of ore sources available;

• access for Perilya to the Western Mineralisation, which would be unlikely otherwise;

• elimination of the tailings facility storage capacity constraints in the CML 7 area and a collective approach to the recovery of mineralised tailings in the tailings storage facility and stope fill;

• reduced costs at the Rasp mine through the use of Perilya infrastructure and access to Perilya’s supply terms;

• standardisation of Broken Hill equipment and optimal use of the resident work force; and

• additional flexibility in managing heritage and other lease issues through alternative access arrangements.

The proximity of Broken Hill to the Endeavor mine at Cobar will provide the Combined Group with a strong regional presence in western New South Wales which has for many


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years been regarded as a globally significant base metals district. Other benefits will include an enhanced ability to attract and retain employees and the rationalisation of under-utilised resources across sites.

• Increased equity market scale – the Combined Group will have an equity market value of approximately $49110 million, placing it within the top 4011 of ASX listed mining companies. This enhanced scale is likely to provide greater liquidity for investors. Perilya is a member of the S&P/ASX 200.

• Increased production – the Proposed Merger will create a globally significant producer of zinc and lead. For the 12 months ended 31 December 2007, the combined contained lead and zinc production of CBH and Perilya (including approximately 96,100 tonnes of production from Beltana) was as shown below:

Perilya CBH Combined Group

Contained zinc (kt per annum) 170.9 49.2 220.1

Contained lead (kt per annum) 48.9 22.8 71.7

• Attractive commodity mix – the Combined Group will have a primary base metals focus and significant lead and zinc production with exposure to gold through the Hera gold/base metals deposit and copper through the Panorama project and Mount Oxide deposit.

• Quality portfolio of base metal assets at varying stages of development – the Combined Group will own quality base metals assets at all stages from early exploration, development and production. Operating mines owned by the Combined Group will include the Broken Hill mines, the Endeavor mine and the Flinders project. Assets in the development stage will include the Rasp mine, the Potosi project, North Mine Deeps, the Panorama project and the Hera deposit.

• Strong resource position – the Combined Group will have a significant inventory of contained metal with significant zinc, lead, copper and gold resources.

Perilya12 CBH13 Combined Group

Zinc (kt) 2,148 2,946 5,094

Lead (kt) 1,551 1,432 2,983

Copper (kt) 203 267 470

Gold (koz) 0 241 241

• Strong balance sheet –Cash as at 31 December 2007 for the Combined Group (after adjusting for the cash paid to CBH option holders) would have been approximately $31314 million. Of the Combined Group’s total indebtedness of $24315 million, approximately $18716 million would relate to the ASX listed CBH Notes which do not mature until 2012. The Combined Group will have significant balance sheet strength with a pro-forma net cash position as at 31 December 2007 of approximately $6917 million. Toho intends to convert its non-listed convertible notes (to the maximum extent permitted by law) into CBH shares18 prior to the Proposed Merger with the balance of these notes replaced by a Perilya note on substantially the same terms.

• Continued low sovereign risk – the asset portfolio will result in the Combined Group having low sovereign risk exposure through the ownership of assets predominantly within Australia.


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Management and Board

The Combined Group will have a strong and experienced management team, structured to capitalise on existing and future growth opportunities.

Patrick O’Connor, Perilya’s existing Chairman will be the Chairman of the Combined Group. Len Jubber, the current Chief Executive Officer and a Director of Perilya will not take up a place on the Board of the Combined Group.

Stephen Dennis, CBH’s current Chief Executive Offer will become the Combined Group’s Managing Director. Other CBH directors to join the Board of the Combined Group will be Jim Wall and a representative of Toho.

Merger Implementation Agreement and Process

Perilya and CBH have entered into a Merger Implementation Agreement which sets out the terms upon which the Proposed Merger will be implemented.

Under the Merger Implementation Agreement, CBH has agreed to certain “lock-up” conditions, such as “no-shop” and “no-talk” obligations which are subject to customary fiduciary carve-out obligations. Both CBH and Perilya have agreed to pay a break fee of approximately $2 million in certain circumstances.

The Proposed Merger is subject to a number of conditions including:

• CBH shareholder approval of the share scheme and CBH Noteholder approval of the CBH Notes scheme (“Schemes”); and

• customary restrictions on prescribed occurrences and material adverse changes to Perilya or CBH.

CBH has a right to terminate the Merger Implementation Agreement if an Independent Expert opines that the Proposed Merger is not in the best interests of CBH shareholders. The Merger Implementation Agreement, including details of the conditions of the schemes is set out in full in Annexure A.

It is currently expected that the Explanatory Statements in relation to the Schemes will be sent to CBH shareholders and CBH Noteholders by early June 2008.19 CBH shareholders and CBH Noteholders will have the opportunity to vote at meetings to be held in early July 2008.

UBS Investment Bank is acting as financial adviser and Cochrane Lishman as legal adviser to Perilya in relation to the Proposed Merger. RBC Capital Markets is acting as financial adviser and Addisons Lawyers as legal adviser to CBH.

For further information please contact:

Perilya CBH Hintons FD Third Person Nerida Mossop Stuart Carson 0437 361 433 (02) 8298 6100

Steve Murphy 0407 048 275


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FOOTNOTES

1. Premium based on the one month volume weighted average prices of trading in Perilya shares on ASX of

$1.44 for the one month period leading up to and including 19 March 2008, the last trading day before both

companies went into trading halt. Consideration Options value of $0.22 per option (or approximately $0.01

per CBH share) determined by using the Black-Scholes option pricing methodology with the following

assumptions- $2.00 strike price, $1.00 spot price, 60% volatility, 2.5 years to maturity, 7.36% long rate and

a carry rate that equals the long rate.

2. Perilya closing price on ASX on 19 March 2008, the last trading day before both companies went into

trading halt.

3. Consideration Options value of $0.22 per option (or approximately $0.01 per CBH share) determined as

described in note 1 above.

4. Equity value of CBH based on exchange ratio of 1 Perilya share for 3 CBH shares and 1 Perilya option for

20 CBH shares. CBH share value of $0.33 based on Perilya closing price on ASX of $1.00 as at 19 March

2008 the last trading day before both companies went into trading halt. Consideration Options value of

approximately $0.22 per option (or approximately $0.01 per CBH share) as described in note 1 above.

Based on undiluted shares outstanding in CBH of approximately 843 million and adjusted for approximately

$3.4 million cash which will be offered to CBH option holders (employees) in return for their CBH options,

this amount is indicative only and will be adjusted to reflect the impact of the Kimberley Metals spin-out.

5. Equity value of CBH as set out in footnote 4 above. Enterprise value includes net debt of approximately

$39.6 million based on CBH balance sheet as at 31 December 2007.

6. Based on undiluted CBH shares outstanding of approximately 843 million and the exchange ratio of 1

Perilya share for every 3 CBH shares.

7. Based on undiluted CBH shares outstanding of approximately 843 million and an exchange ratio of 1

Perilya option for every 20 CBH shares.

8. Based on undiluted CBH shares outstanding of approximately 843 million, fully diluted Perilya shares

outstanding of approximately 198 million (diluted using the Treasury method and including Perilya

performance rights) and an exchange ratio of 1 Perilya share for every 3 CBH shares. Does not include

the Consideration Options as these will be out of the money. If the Consideration Options were to be

included, Perilya shareholders would own approximately 38% of the Combined Group.

9. Based on undiluted CBH shares outstanding of approximately 843 million, fully diluted Perilya shares

outstanding of approximately 198 million (diluted using the Treasury method and including Perilya

performance rights ) and an exchange ratio of 1 Perilya share for every 3 CBH shares. Does not include

the Consideration Options as these will be out of the money. If the Consideration Options were to be

included, CBH shareholders would own approximately 62% of the Combined Group.

10. Approximate number only. Equity value of CBH as set out in note 4 above. Perilya equity value based on

fully diluted shares outstanding in Perilya (diluted using the Treasury method and including Perilya

performance rights) of approximately 198 million.

11. Based on closing prices on ASX as at 25 March 2008, for the following companies in the S&P/ASX 200

resources index - ABY, AGM, AGS, ALB, AWC, BHP, BMN, CDU, CEY, CMR, CTO, DYL, EQI, EQN, ERA,

FLX, FMG, GBG, GCL, IGO, ILU, JML, KCN, KZL, LGL, LST, LYC, MBN, MCC, MCR, MDL, MGX, MIS,

MLI, MMX, MRE, NCM, OGC, OXR, PDN, PLA, PNA, RIO, RIV, RSG, SBM, SDL, SGX, SLV, SMY, SRL,

WSA and ZFX. Combined Group equity value as set out in note 10 above.

12. Perilya JORC reserves and resources as at 30 June 2007 from the Perilya 2007 Annual Report. Mount

Oxide as at 19 February 2008 as set out on the announcement lodged with ASX.

13. CBH JORC reserves and resources as at 30 June 2007 from the CBH 2007 Annual Report. Panorama as

at 18 December 2007 as set out on the announcement lodged with ASX.

14. Total cash position based on Perilya and CBH balance sheets as at 31 December 2007. Includes Perilya

restricted cash. Adjusted for approximately $3.4 million cash which will be offered to CBH option holders

(employees) in return for their CBH options, this amount is indicative only and will be adjusted to reflect the

impact of the Kimberley Metals spin-out.


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15. Total debt position based on Perilya and CBH balance sheets as at 31 December 2007.

16. Book value of listed convertible notes value as at 31 December 2007 as set out in the CBH Half Year

Financial report.

17. Net cash position as set out in Perilya and CBH balance sheets as at 31 December 2007. Includes Perilya

restricted cash. Adjusted for approximately $3.4 million cash which will be offered to CBH option holders

(employees) in return for their CBH options, this amount is indicative only and will be adjusted to reflect the

impact of the Kimberley Metals spin-out.

18. Calculations for the purposes of this announcement do not assume that the Toho converting note is

converted into shares.

19. Timetable is indicative only and subject to change.


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Annexure A Merger Implementation Agreement dated 25 March 2008. Refer to separate announcement


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Annexure B

Background to Perilya

Perilya Limited is an ASX 200 Australian base metals mining and exploration company.

The company is expanding its operations at the iconic Broken Hill mine through the development of an exploration decline at Potosi, re-developing the North Mine via a development decline, conducting an open pit feasibility study into the Flying Doctor deposit and conducting exploration within a ten kilometre radius of the concentrator.

Since 2007 Perilya has successfully mined, stockpiled and is now exporting approximately 100,000 tonnes of contained zinc in the form of high grade zinc silicate (oxide) ore at the Beltana deposit located in the Flinders project in South Australia. It is currently conducting a feasibility study into a similar project at the adjacent Reliance deposit. The high grade nature of the ore obviates the need for metallurgical processing enabling direct shipment to smelters.

The Company is also targeting early development of its 203,000 tonne Mount Oxide copper project in the Mt Isa region in Queensland.

Perilya has a strong balance sheet with low debt levels and is actively seeking growth opportunities. For more details, visit www.perilya.com.au

Background to CBH

CBH Resources Limited is a resource company with an operating base metal (Zn-Pb-Ag) mine at Cobar, new base metal developments at Panorama (Cu-Zn) and Broken Hill (Zn-Pb-Ag), a concentrate shiploading facility at Newcastle and a major exploration position in four base metal provinces that includes 3 deposits under evaluation for development.

The Endeavor Mine at Cobar is an underground mine with associated surface facilities with a mine capacity of 1,400,000 tonnes of ore per year to produce around 140,000 tonnes zinc concentrates p.a. and 60,000 tonnes of lead concentrates p.a. containing 70,000 tonnes zinc, and 40,000 tonnes lead and 31,000 kgs silver.

The mine first commenced production in 1983 and was acquired by CBH in September 2003. CBH is upgrading the mine performance and increasing the mine life. The mine now has reserves for a 15 year mine life following the installation of a paste backfill plant. Reserves and resources are being expanded by drilling.

The Newcastle shiploader handles concentrates for export from NSW mines in addition to handling the Endeavor Mine concentrates shipped to Zinifex's Risdon facility and exported to Asia. The facility can handle more than 500,000 tonnes per annum with recent expansions to the storage capacity.

At Panorama in the Pilbara region of WA a new open pit copper-zinc mine is in development to produce 1.5 million tones of ore per year that will generate 50,000 tpa zinc and 20,000 tpa copper in concentrates with start up scheduled for 2009.

At Broken Hill a new underground mine is in development with decline access well advanced. Production is planned for start up in late 2008 at the rate of 750,000 tpa ore to produce 32,000 tpa zinc, 25,000 tpa lead and 500,000 ounces pa silver in concentrates.

The company holds a strong exploration position in base metal districts in Western Australia and New South Wales. At Panorama additional deposits are being explored and evaluated along a 30 kilometre strike length that can add to the Panorama Development. The Cobar Basin in New South Wales is a base metal district that extends from the Endeavor Mine in the north for over 200 kilometres to the south.


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http://www.perilya.com.au/


CBH has extensive exploration holdings in this district. In the Kimberly district of WA the company is exploring 3 zinc-lead-silver deposits. At Broken Hill the company has interests in a large exploration ground position that is prospective for high grade Broken Hill style mineralisation.

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Schedule 3 – Capital Structure of PEM

Current number of fully paid ordinary shares in the issued capital of PEM: 196,663,132

Current number of PEM employee options: 4,250,000

Current number of PEM performance rights: 931,300


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Schedule 4 – Capital Structure of CBH

Current number of fully paid ordinary shares in the issued capital of CBH: 842,730,691

Current number of CBH Notes: 195,950

Current number of CBH Options: 21,402,500 (NB: excludes Toho Note and CBH Notes)


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Schedule 5 – Terms and Conditions of PEM Notes

TERM SHEET AUD$200 million Convertible Bonds due 2012

March 2008

Issuer Perilya Limited (ACN 009 193 695)

Underlying Shares Ordinary Shares of the Issuer (the “Ordinary Shares”)

Issue size Up to AUD$200 million

Ranking Senior unsecured

Issuer rating Unrated

Deemed Issue Date 3 May 2007

Maturity Date May 3, 2012 (5 years)

Issue price 100% (AUD$1,000 per Bond) satisfied by the disposal of equivalent face value of CBH Notes

Coupon 7.25% per annum, paid semi-annually in arrears on 15 March and 15 September

Redemption price 100%

Conversion Price The conversion price of the CBH Notes will be 67 cents (and as adjusted in accordance with clause 6 of the terms of the CBH Notes contained in the Convertible Note Prospectus) multiplied by 3.

Interest payment on early conversion

If any of the bonds are voluntarily converted prior to the third anniversary of Deemed Issue Date; the issuer will pay interest equal to three years’ worth of interest less any interest already paid or provided for, on the principal amount so converted up to the third anniversary of Deemed Issue Date. Such payment to be made in cash, or if the Issuer so elects, in Ordinary Shares, subject to a 5% limitation of shares outstanding on any one conversion.

Conversion Period From Deemed Issue Date until 6 days prior to maturity.

Issuer call option The Issuer may redeem all, but not some only, of the Bonds at their principal amount, together with accrued interest (i) 3 years after Deemed Issue Date, if the Parity Value in respect of a Bond on each of at least 20

consecutive trading days ending not earlier than 5 days prior to the giving of notice of redemption is at least AUD$1,300; or

(ii) at any time if Conversion Rights shall have been exercised and/or purchases and/or redemptions effected in respect of 85 per cent. or more in principal amount of the Bonds originally issued; or

(iii) if a Change of Control occurs, within the period of 45 days after the end of the period of 30 days following the later of:

a. such Change of Control; and b. the date on which notice of such Change of Control is given to Bondholders by

the Issuer.

Tax redemption Payments in respect of Bonds will be made without any withholding or deduction for or on account of Australian taxes, unless required by law. If withholding or deduction is required for or on account of any such Australian taxes: (i) the Issuer will be obliged to pay additional amounts subject to customary exemptions; and (ii) the Issuer will have the right to redeem the Bonds at their principal amount plus accrued interest subject to the right of Bondholders to elect not to have Bonds redeemed and thereafter to receive all payments on the Bonds subject to withholding or deduction on account of relevant Australian taxation.

Change of control In the event of a Change of Control of the Issuer, Bondholders will have the right to:

(i) put the Bonds to the Issuer at their principal amount together with accrued interest; or (ii) for 30 days following the Change of Control convert the Bonds at a Conversion Price calculated

in accordance with the following formula: COCCP = OCP/(1 + (CP x c/t))

where:

COCCP means the Change of Control Conversion Price OCP means the Conversion Price in effect on the relevant Conversion Date

(disregarding the application of this provision)


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CP means the conversion premium of approximately 30-35% (expressed as a fraction)

c means the number of days from and including the date of the Change of Control to but excluding the Maturity Date

t means the number of days from and including the Closing Date to but excluding the Maturity Date

A "Change of Control" occurs if: (i) an offer is made to shareholders to acquire the whole or any part of the share capital of the Issuer; or (ii) any person proposes a scheme of arrangement with regard to such acquisition, and more than 50% of the voting rights of the issued share capital of the Issuer have or will become vested in the offeror, or any like or similar event occurs

In the event of a Change of Control of the Issuer, the Issuer will have the right to redeem the Bonds within 75 days after the later of the Change of Control and the date on which notice of the Change of Control is given to Bondholders by the Issuer.

Dividend protection Investor protection in the form of Conversion Price adjustment in respect of all dividends and distributions

Events of Default Yes, in line with standard provisions, including:

(i) if the Issuer defaults on its payment or other obligations under the Bonds; and

(ii) liquidation of the Issuer or any Principal Subsidiary, except where all or part of the undertaking and assets of a Principal Subsidiary are transferred to the Issuer or another Subsidiary of the Issuer.

Cross Default There will be a cross default provision in respect of the Issuer and its Subsidiaries, subject to an AUD$10 million threshold or its equivalent in other currencies. Project Finance Indebtedness is excluded from the cross default provision. See clause 10(c) of Note terms.

"Project Finance Indebtedness" means future indebtedness incurred to finance the ownership, acquisition, construction, creation, development, maintenance and/or operation of an asset (whether or not an asset of the Issuer or any of its Subsidiaries), or any associated rehabilitation works, in respect of which the person or persons to whom any such indebtedness is or may be owed by the relevant borrower (whether or not the Issuer or any of its Subsidiaries) has or have no recourse whatsoever to the Issuer or any of its Subsidiaries for the repayment thereof other than certain limited types of recourse including, but not limited to any guarantee and/or indemnity by the Issuer or its Subsidiaries of such indebtedness or completion of construction or development of an asset.

Negative Pledge The Issuer will not create or permit to subsist any Security Interest over its present or future assets to secure any indebtedness or guarantee or indemnity for borrowed money (other than for an amount of up to AUD$50 million in respect of off balance sheet financing of mobile mining equipment) in an aggregate amount in excess of (a) AUD$110 million and (b) the principal amount of all Bonds which have been converted or redeemed at any time and (c) the amount of equity share capital raised by the Issuer after the Implementation Date, unless the Trustee has been satisfied that:

(i) amounts payable under the Bonds are secured equally and rateably with relevant indebtedness; or

(ii) such other security interest or guarantee or indemnity or other arrangement is provided in respect of amounts payable under the Bonds either (i) as the Trustee deems not materially less beneficial to the Bondholders, or (ii) as shall be approved by an Extraordinary Resolution of the Bondholders.

If the market capitalisation of the Issuer exceeds AUD$750 million for a period of 12 months, the Negative Pledge clause ceases to apply.

Anti-dilution Conversion Price adjustments upon, inter alia, share consolidations, share splits, spin-off events, rights issues, and reorganisations.

Excluded from the Anti-dilution are Bonds the Company may issue through a subsequent issue within


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90 days from the date of Issue, but only to the extent required to reach AUD$200 million in total proceeds including this Issue.

Documentation To be substantially on the same terms as the Trust Deed and Terms governing the CBH Notes with amendments necessary to give effect to these terms and the Schemes

Trustee Expected to be - Trust Company Fiduciary Services Limited ACN 000 000 993 or trustee of equivalent standing chosen by the Issuer

Listing The Issuer will apply to list the Bonds on the Australian Stock Exchange Limited ASX.

Denomination AUD$1,000 and integral multiples thereof.

Sales restrictions Australia: No resale restrictions as Bonds will be issued pursuant to a short form disclosure document under Section 713 of the Corporations Act 2001 (Cth). Japan: a restriction on resale in Japan other than in a single sale of all notes held (“enbloc”). Otherwise as per the Schemes.

Governing law Australia (NSW) Law

Settlement CHESS Australia on a DVP basis


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Schedule 6 – Terms and Conditions of PEM Options

1. No monies will be payable for the issue of the PEM Options.

2. The PEM Options will be issued as an uncertificated holding.

3. The PEM Options expire at 5.00pm (Western Time) on 31 December 2010 (“Expiry Date”).

4. The PEM Option is a right in favour of the optionholder to subscribe for one fully paid ordinary share in the capital of Perilya Limited (ACN 009 193 695) (the "Company") (“Share”).

5. The Company will apply for quotation of the PEM Options on the ASX.

6. The optionholder may exercise PEM Options at any time prior to the Expiry Date.

7. Shares allotted to optionholders on exercise of PEM Options shall be issued at $2.00 (“Exercise Price”).

8. The Exercise Price of the PEM Options shall be payable in full on exercise of the PEM Options.

9. PEM Options shall be exercisable by the delivery to the Registered office of the Company of a notice in writing stating the intention of the optionholder to:

(a) exercise all or specify the number of PEM Options; and

(b) pay the subscription monies in full for the exercise of each PEM Option.

10. The notice must be accompanied by the PEM Option Certificate (unless the holding is uncertificated) and a cheque made payable to the Company for the subscription monies for the Shares. An exercise of only some PEM Options shall not affect the rights of the optionholder to the balance of the PEM Options held by the optionholder.

11. The Company shall allot the resultant Shares and deliver the required holding statement within 10 Business Days of the exercise of the PEM Options.

12. The PEM Options are freely transferable.

13. Shares allotted pursuant to an exercise of PEM Options shall rank, from the date of allotment, equally with existing Shares in all respects.

14. The Company shall in accordance with the ASX Listing Rules make an application to have Shares allotted pursuant to an exercise of PEM Options listed for official quotation.

15. The PEM Option will not give any right to participate in dividends, bonus issues or entitlement issues until the Shares, if the PEM Option has been exercised, have been allotted in respect of the PEM Option before the books closing date for determining entitlements to the issue. The Company must give notice to optionholders of any new


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issue at least 10 Business Days before the books closing date for determining entitlements to the issue in accordance with the ASX Listing Rules.

16. If the Company makes a bonus issue of Shares or other securities pro rata to shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Shares have been allotted in respect of a PEM Option before the record date for determining entitlements to the bonus issue then the number of Shares over which the PEM Option is exercisable will be increased by the number of Shares which the optionholder would have received if the PEM Option had been exercised before the record date for the bonus issue.

17. If the Company makes an offer of Shares pro rata to all or substantially all shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) for a subscription price which is less than the market price (defined below as P) and no Shares have been allotted in respect of a PEM Option before the record date for determining entitlements to the rights issue, then the exercise price per PEM Option will be reduced according to the following formula:

01 = 0 - 1N

D))(S-(P E++

where:

01 = the new exercise price of each PEM Option;

0 = the old exercise price of each PEM Option;

E = the number of underlying securities into which one PEM Option is exercisable;

P = the average market price of Shares (weighted by reference to volume) sold in the ordinary course of trading on the ASX during the five trading days before the ex rights date or ex entitlements date;

S = the subscription price (application money plus calls) for new Shares issued under the rights issue;

D = any dividends due but not yet paid on existing Shares (except those to be issued under the rights issue); and

N = the number of Shares required to be held to receive a right to one new Share.

The number of Shares which the optionholder is entitled to subscribe for on exercise of the PEM Option will not change.

18. In the event of any reorganisation of the capital of the Company, the rights of an optionholder will be changed to the extent necessary to comply with the ASX Listing Rules applying to such reorganisation at the time of the reorganisation.


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19. If, on the making of any adjustment contemplated by these terms, an optionholder becomes entitled to a fraction of a Share, that fraction will be disregarded.


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Annexure A – Deed Poll

See attached


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Deed Poll Perilya Limited and Richview Investments Pty Ltd in favour of each Scheme Shareholder and each Scheme Noteholder

Level 12




248396_4.DOC

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Deed Poll _248396_4 (2).DOC i

Table of Contents 1. Definitions and interpretation 2

2. Nature of Deed Poll 2

3. Conditions Precedent and Termination 2

4. Compliance with Scheme Obligations 3

5. Representation and Warranties 4

6. Continuing obligations 4

7. Further assurance 4

8. Notices 4

9. No waiver 5

10. Remedies cumulative 5

11. Amendment 5

12. Stamp Duty 6

13. Assignment 6

14. Governing law and jurisdiction 6

Annexure 1 - Schemes 8

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Deed Poll

Deed Poll _248396_4 (2).DOC

Details:

Date: 2008

Parties

1. Perilya Limited (“PEM”)

ABN 85 009 193 695

Address Level 10, 553 Hay Street Perth WA 6000 Australia

Fax (08) 6210 2099


and

2. Richview Investments Pty Ltd (“Richview”)

ABN 67 126 294 451

Address Level 10, 553 Hay Street Perth WA 6000 Australia

Fax (08) 6210 2099


in favour of each Scheme Shareholder and each Scheme Noteholder

Recitals

A. CBH, PEM and Richview are parties to the Merger Implementation Deed in relation to the Schemes.

B. Under the Merger Implementation Deed, PEM and Richview have agreed to do all things in their power to implement the Schemes upon and subject to the terms of the Merger Implementation Deed.

C. PEM and Richview have agreed to enter into this Deed Poll for the purpose of covenanting in favour of Scheme Shareholders and Scheme Noteholders to perform their respective obligations under the Schemes.

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Deed Poll _248396_4 (2).DOC 2

Operative Parts

1. Definitions and interpretation

1.1 Definitions

In this Deed Poll, unless the context otherwise requires:

Merger Implementation Deed means the Merger Implementation Deed dated 26 March 2008 between CBH, PEM and Richview.

Note Scheme means the scheme of arrangement under Part 5.1 of the Act between CBH and Scheme Noteholders as described in Annexure 1.

Schemes means the Share Scheme and the Note Scheme.

Share Scheme means the scheme of arrangement under Part 5.1 of the Act between CBH and Scheme Shareholders as described in Annexure 1.

Unless the context otherwise requires, all other capitalised words and phrases have the same meaning as given to them in the Merger Implementation Deed.

1.2 Interpretation

The provisions of clause 1.2 of the Schemes form part of this Deed Poll as if set out in full in this Deed Poll, and on the basis that references to “this document” in that clause are references to this “Deed Poll”.

2. Nature of Deed Poll

Each of PEM and Richview acknowledges that this Deed Poll may be relied on and enforced by any Scheme Shareholder and any Scheme Noteholder in accordance with its terms, despite that Scheme Shareholder or that Scheme Noteholder not being a party to this Deed Poll. PEM and Richview acknowledge that each Scheme Shareholder and each Scheme Noteholder appoints CBH as its agent and attorney to, among other things, enforce this Deed Poll against PEM and Richview.

For the avoidance of doubt, nothing in this Deed Poll prejudices or limits the rights of a Scheme Shareholder or Scheme Noteholder to enforce this Deed Poll in its own name.

3. Conditions Precedent and Termination

3.1 Conditions Precedent

PEM’s obligations under clause 4 of this Deed Poll in respect of the Share Scheme are subject to the Share Scheme coming into effect in accordance with section 411(10) of the Act.

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Deed Poll _248396_4 (2).DOC 3

PEM’s obligations under clause 4 of this Deed Poll in respect of the Note Scheme are subject to the Note Scheme coming into effect in accordance with section 411(10) of the Act.

3.2 Termination

This Deed Poll and the obligations of PEM under this Deed Poll to Scheme Shareholders and to Scheme Noteholders will automatically terminate and the terms of this Deed Poll will be of no further force or effect if the Merger Implementation Deed is terminated in accordance with its terms prior to the Effective Date of the Schemes.

3.3 Consequences of Termination

If this Deed Poll is terminated under clause 3.2, then, in addition and without prejudice to any other rights, powers or remedies available to it:

(a) each of PEM and Richview is released from its obligations to further perform this Deed Poll;

(b) Scheme Shareholders retain the rights they have against PEM and Richview in respect of any breach of this Deed Poll by PEM or Richview which occurred before termination of this Deed Poll; and

(c) Scheme Noteholders retain the rights they have against PEM and Richview in respect of any breach of this Deed Poll by PEM or Richview which occurred before termination of this Deed Poll.

4. Compliance with Scheme Obligations

4.1 Payment of Scheme Consideration

(a) Subject to clause 3, in consideration for the transfer to Richview of each Scheme Share on the Implementation Date for the Share Scheme, PEM will pay and provide the Share Scheme Consideration to each Scheme Shareholder in accordance with the Share Scheme.

(b) Subject to clause 3, in consideration for the transfer to Richview of each Scheme Note on the Implementation Date for the Note Scheme, PEM will pay and provide the Note Scheme Consideration to each Scheme Noteholder in accordance with the Note Scheme.

(c) The obligation of PEM to pay and provide the Scheme Consideration will be satisfied by PEM complying with its obligations under clause 6 of each of the Schemes.

4.2 Performance of obligations generally

Each of PEM and Richview will comply with its obligations under the Schemes and do all things necessary or expedient on its part to implement the Schemes.

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Deed Poll _248396_4 (2).DOC 4

5. Representation and Warranties

PEM and Richview, jointly and severally, represent and warrant that:

(a) it is a company validly existing under the laws of Australia;

(b) it has the corporate power to enter into and perform its obligations under this Deed Poll and to carry out the transactions contemplated by this Deed Poll;

(c) it has taken all necessary corporate action to authorise the entry into this Deed Poll and has taken or will take all necessary corporate action to authorise the performance of this Deed Poll and to carry out the transactions contemplated by this Deed Poll;

(d) this Deed Poll is valid and binding upon it; and

(e) this Deed Poll does not conflict with, or result in the breach of or default under, any provision of its constitution or any material term or provision of any agreement or deed or any writ, order or injunction, judgment, law, rule or regulation to which it is party or subject or by which it is bound.

6. Continuing obligations

This Deed Poll is irrevocable and, subject to clause 3, remains in full force and effect until the earlier of:

(a) each of PEM and Richview having completely performed its obligations under this Deed Poll; and

(b) termination of this Deed Poll under clause 3.

7. Further assurance

Each of PEM and Richview will do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Deed Poll and the transactions contemplated by it.

8. Notices

Any notice, demand, consent or other communication (a “Notice”) given or made to PEM or Richview under this Deed Poll:

(a) must be in writing and signed by the sender or a person duly authorised by the sender;

(b) must be delivered to PEM or Richview by pre-paid post (if posted to

an address in another country, by registered airmail) or by hand or fax

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Deed Poll _248396_4 (2).DOC 5

to the address or fax number contained in the details of the parties or as varied by any notice given by the recipient to PEM or Richview;

(c) will be taken to be duly given or made:

(i) in the case of delivery in person, when delivered;

(ii) in the case of delivery by post, three Business Days after the date of posting (if posted to an address in the same country) or seven business days after the date of posting (if posted to an address in another country); and

(iii) in the case of facsimile, on receipt by the sender of a transmission control report from the despatching machine showing the relevant number of pages and the correct destination fax number or name of recipient and indicating that the transmission has been made without error,

but if the result is that a Notice would be taken to be given or made on a day that is not a Business Day in the place to which the Notice is sent or is later than 4.00pm (local time) it will be taken to have been duly given or made at the start of business on the next Business Day in that place.

9. No waiver

No failure to exercise nor any delay in exercising any right, power or remedy by a Scheme Shareholder or a Scheme Noteholder operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the person granting that waiver unless made in writing.

10. Remedies cumulative

The rights, powers and remedies under this Deed Poll are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or by any agreement.

11. Amendment

A provision of this Deed Poll may not be varied unless the amendment is agreed to by CBH, PEM and Richview, and the Court indicates that the amendment would not of itself preclude approval of the Schemes, in which event PEM and Richview will enter into a further deed poll in favour of the Scheme Shareholders and the Scheme Noteholders giving effect to such amendment.

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Deed Poll _248396_4 (2).DOC 6

12. Stamp Duty

All stamp duty (including fines, penalties and interest) that may be payable on or in connection with this Deed Poll and any instrument executed under this Deed Poll must be borne by PEM. PEM must indemnify each Scheme Shareholder and each Scheme Noteholder on demand against any liability for that stamp duty.

13. Assignment

The rights and obligations of PEM, Richview, each Scheme Shareholder and each Scheme Noteholder under this Deed Poll are personal. They cannot be assigned, encumbered or otherwise dealt with and no person may attempt, or purport, to do so.

14. Governing law and jurisdiction

This Deed Poll is governed by the laws of New South Wales. Each of PEM and Richview submit to the non-exclusive jurisdiction of the courts of that State in connection with matters concerning this Deed Poll.

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Deed Poll _248396_4 (2).DOC 7

Executed as a deed poll

Executed by Perilya Limited (ACN 009 193 695) in accordance with Section 127 of the Corporations Act 2001 (Cth)

) ) ) )

Signature of authorised person


Office held

Office held

Name of authorised person (BLOCK LETTERS)


Executed by Richview Investments Pty Ltd (ACN 126 294 451) in accordance with Section 127 of the Corporations Act 2001 (Cth)

) ) ) )



Office held

Office held



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Deed Poll _248396_4 (2).DOC 8

Annexure 1 - Schemes

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Annexure B – Scheme Documents

See attached

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Scheme of Arrangement CBH Resources Limited (ACN 009 423 858) The holders of fully paid ordinary shares in CBH Resources Limited (other than any person holding fully paid ordinary shares in CBH Resources Limited on behalf of, or for the benefit of, Perilya Limited or any of its Related Entities)

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248412_4.DOC

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Scheme of Arrangement (CBH Shareholders) 248412_4.DOC i

Table of Contents

1. Definitions and interpretation 1

2. Preliminary 5

3. Conditions precedent 6

4. Implementation of the Scheme 7

5. Scheme Consideration 7

6. Provision of Scheme Consideration 8

7. Quotation of PEM Shares and PEM Options 10

8. Dealings in CBH Shares 10

9. General Scheme Provisions 11

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Scheme of Arrangement

Scheme of Arrangement (CBH Shareholders) 248412_4.DOC

Details

Date: 2008

Parties

1. CBH Resources Limited (“CBH”)

ABN 27 009 423 858

Address Level 3, 2 Elizabeth Plaza North Sydney NSW 2060 Australia

Fax (02) 9925 8111


2. The holders of fully paid ordinary shares in CBH Resources Limited (other than any person holding fully paid ordinary shares in CBH Resources Limited on behalf of, or for the benefit of, Perilya Limited or any of its Related Entities)

Operative Parts


1.1 Definitions

In this document, the following definitions apply unless the context requires otherwise.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) or the market operated by ASX Limited (ABN 98 008 624 691), as the context requires.

ASX Listing Rules means the official listing rules of ASX, as amended from time to time.

Business Day has the meaning given to that term in the ASX Listing Rules.

CBH Note means a note issued pursuant to the offer of convertible notes, the subject of the Convertible Note Prospectus.

CBH Share means a fully paid ordinary share in the capital of CBH.

CBH Shareholder means, at any particular time, a person registered in the CBH Share Register as the holder of one or more CBH Shares at that time.

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Scheme of Arrangement (CBH Shareholders) 248412_4.DOC 2

CBH Share Register means the register of members of CBH maintained pursuant to the Corporations Act.

CBH Share Registry means Registries Limited (ACN 003 209 836) of Level 7, 207 Kent Street, Sydney, New South Wales 2000.

CHESS means the Clearing House Electronic Subregister System for the electronic transfer of securities, operated by ASX Settlement and Transfer Corporation Pty Limited (ABN 49 008 504 532).

Conditions Precedent means the conditions precedent set out in clause 3.1.


Corporations Act means the Corporations Act 2001 (Cth).


Deed Poll means the Deed Poll dated 26 March 2008 executed by PEM and Richview, pursuant to which PEM has, amongst other things, covenanted in favour of Scheme Shareholders to perform the obligations contemplated of it under the Scheme.

Effective Date means the date on which the Scheme Order comes into effect pursuant to section 411(10) of the Corporations Act.

Eligible Scheme Shareholder means a Scheme Shareholder other than an Ineligible Overseas Shareholder.

Excluded Share means any CBH Share held by any person on behalf of, or for the benefit of, PEM or any of its Related Entities.


Implementation Date means the third Business Day after the Record Date.

Ineligible Overseas Shareholder means a Scheme Shareholder whose address as shown in the CBH Share Register at the Record Date is in a jurisdiction other than Australia or its external territories, except where in the case of the issue of PEM Shares and PEM Options, PEM is reasonably satisfied that such issue to that Scheme Shareholder is not prohibited, not unduly onerous and not unduly impracticable in that jurisdiction. For the avoidance of doubt, Toho is not an Ineligible Overseas Shareholder as PEM is reasonably satisfied that such issue of PEM Shares and PEM Options to that Scheme Shareholder is not prohibited, not unduly onerous and not unduly impracticable in Japan.

Merger Implementation Deed means the Merger Implementation Deed dated 26 March 2008 between PEM, CBH and Richview.

Note Scheme means the scheme of arrangement under Part 5.1 of the Act between CBH and Scheme Noteholders.

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Note Scheme Order means the order of the Court made for the purposes of section 411(4)(b) of the Corporations Act in relation to the Note Scheme.

PEM means Perilya Limited (ACN 009 193 695).

PEM Option means an option to acquire a PEM Share on the terms and conditions set out in Schedule 1.

PEM Option Register means the register of optionholders of PEM maintained pursuant to the Corporations Act.

PEM Share means a fully paid ordinary share in the capital of PEM.

PEM Share Register means the register of members of PEM maintained pursuant to the Corporations Act.

PEM Share Registry means Computershare Investor Services Pty Limited (ACN 078 279 277) of Level 2, 45 St George's Terrace, Perth, Western Australia 6000.

Record Date means 5.00pm on the fifth Business Day after the Effective Date.

Registered Address means, in relation to a CBH Shareholder, the address shown in the CBH Share Register.

Related Entity means, in relation to a person, any entity which is related to that person within the meaning of section 50 of the Corporations Act or which is an economic entity (as defined in any approved Australian accounting standard) that is controlled by that person.

Richview means Richview Investments Pty Ltd (ACN 126 294 451).

Sale Agent means a person nominated by PEM and approved by CBH to sell the PEM Shares that are attributable to Ineligible Overseas Shareholders under the terms of this Scheme.

Scheme means this scheme of arrangement, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act.

Scheme Booklet means the information dispatched to CBH Shareholders and approved by the Court, including this Scheme, an explanatory statement in relation to this Scheme issued pursuant to section 412 of the Corporations Act and registered with ASIC, an independent expert's report, copies or summaries of each of the Merger Implementation Deed and the Deed Poll and a notice convening the Scheme Meeting (together with proxy forms).

Scheme Consideration means the consideration, in the form of PEM Shares and PEM Options, payable by PEM to Scheme Shareholders under this Scheme, as set out in clause 5.

Scheme Meeting means the meeting ordered by the Court to be convened pursuant to section 411(1) of the Corporations Act in relation to this Scheme.

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Scheme Note means a CBH Note on issue as at the Record Date other than an Excluded Note (if any).

Scheme Noteholder means each person registered as a holder of a Scheme Note as at the Record Date.

Scheme Order means the order of the Court made for the purposes of section 411(4)(b) of the Corporations Act in relation to this Scheme.

Scheme Shareholder means each person registered in the CBH Share Register as the holder of Scheme Shares as at the Record Date.

Scheme Share means a CBH Share on issue at the Record Date other than an Excluded Share (if any).

Second Court Date means the first day on which an application made to the Court for the Scheme Order is heard or, if the hearing of the application is adjourned for any reason, the first day on which the adjourned application is heard.

Toho means Toho Zinc Co., Ltd, a Japanese corporation with its principal place of business at 1-6-1 Nihonbashi Honcho, Chuo-Ku, Tokyo 103 Japan.

1.2 Interpretation

Headings are for ease of reference only and do not affect interpretation. In this document, except where the context otherwise requires:

(a) the singular includes the plural and vice versa and a gender includes other genders;

(b) other grammatical forms of a defined word or expression have a corresponding

meaning;

(c) a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of or schedule or annexure to this document and a reference to this document includes any schedule and annexure;

(d) a reference to a document or agreement, includes the document or agreement as

novated, altered, supplemented or replaced from time to time;

(e) a reference to A$, $A, dollar or $ is to Australian currency;

(f) a reference to time is to Sydney time;

(g) a reference to a year (other than a financial year) or a month means a calendar year or calendar month respectively;

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(h) a reference to a party is to a party to this document, and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;

(i) a reference to a person includes a natural person, partnership, firm, body

corporate, trust, joint venture, association, governmental or local authority or agency or other entity;

(j) a reference to a statute, ordinance, code or other law includes regulations and

other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(k) any authorities, associations, bodies and entities whether statutory or otherwise

will, in the event of such authority, association, body or entity ceasing to exist or being reconstituted, replaced or the powers or functions thereof being transferred to or taken over by any other authority, association, body or entity, be deemed to refer respectively to the authority, association, body or entity established, constituted or substituted in lieu thereof which exercises substantially the same powers or functions;

(l) the meaning of general words is not limited by specific examples introduced by

including, for example or similar expressions;

(m) any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;

(n) any agreement, representation, warranty or indemnity in favour of two or more

parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;

(o) a rule of construction does not apply to the disadvantage of a party because the

party was responsible for the preparation of this agreement or any part of it; and

(p) if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

2. Preliminary

2.1 CBH

(a) CBH is a public company incorporated in Australia and registered in Western Australia and is a company limited by shares. Its registered office is at Level 3, 2 Elizabeth Plaza, North Sydney New South Wales, 2060, Australia.

(b) CBH has been admitted to the official list of ASX and CBH Shares have been granted official quotation on the share market operated by ASX.

(c) As at 26 March 2008, 842,730,691 CBH Shares were on issue.

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2.2 PEM

(a) PEM is a public company incorporated in Australia and registered in Western Australia and is a company limited by shares. Its registered office is at Level 10, 553 Hay Street, Perth, Western Australia, 6000, Australia.

(b) PEM has been admitted to the official list of ASX and PEM Shares have been granted official quotation on the share market operated by ASX.

(c) As at 26 March 2008, 196,663,132 PEM Shares were on issue.

2.3 Summary of the Scheme

(a) If the Scheme becomes effective (by virtue of the Scheme Order coming into effect in accordance with section 411(10) of the Corporations Act) then:

(i) all the Scheme Shares will be transferred to Richview in accordance with clause 4.2 and PEM will provide the Scheme Consideration to Scheme Shareholders in accordance with the provisions of the Scheme; and

(ii) CBH will enter the name and address of Richview in the CBH Share Register as the holder of the Scheme Shares.

(b) Each of PEM and Richview has executed the Deed Poll in favour of the Scheme Shareholders, pursuant to which each has covenanted to perform the obligations contemplated of it under the Scheme.

3. Conditions precedent

3.1 Conditions

The Scheme is conditional on each of the following conditions precedent:

(a) as at 8.00am on the Second Court Date, all of the conditions set out in clause 3.1 of the Merger Implementation Deed have been satisfied or waived in accordance with the terms of the Merger Implementation Deed; and

(b) such other conditions made or required by the Court under section 411(6) of the Corporations Act in relation to the Scheme as are acceptable to PEM and CBH have been satisfied,

and the Scheme will be of no force or effect unless and until the Conditions Precedent are satisfied.

3.2 Certificate

At the hearing by the Court of the application for the Scheme Order, CBH, PEM and Richview will provide to the Court a certificate confirming whether or not all of the conditions set out in clause 3.1 of the Merger Implementation Deed have been satisfied or waived in accordance with the terms of the Merger Implementation Deed and that the Merger Implementation Deed has not been terminated.

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4. Implementation of the Scheme

4.1 Lodgement

CBH must lodge with ASIC an office copy of the Scheme Order promptly after, and in any event by 5.00pm on the first Business Day after, the date on which the Court makes that order but always provided that the Scheme Order is not lodged before the Note Scheme Order.

4.2 Transfer of Scheme Shares

On the Implementation Date, upon satisfaction of clause 6.1(a) of this Scheme, all of the Scheme Shares (together with all rights and entitlements attaching to the Scheme Shares) will be transferred to Richview, without the need for any further act by any Scheme Shareholder, by CBH effecting a valid transfer or transfers of the Scheme Shares to Richview under section 1074D of the Corporations Act or, if that procedure is not available for any reason, by:

(a) CBH delivering to Richview duly completed and executed share transfer forms (which may be a master transfer of all or part of the Scheme Shares executed by CBH) to transfer all of the Scheme Shares to Richview;

(b) Richview executing and delivering the share transfer forms to CBH for registration; and

(c) CBH entering the name and address of Richview in the CBH Share Register as the holder of all of the Scheme Shares.

4.3 Provision of Scheme Consideration

In consideration for the transfer to Richview of each Scheme Share on the Implementation Date:

(a) subject to clause 4.3(b), PEM will issue (in accordance with clause 6.1) to each Eligible Scheme Shareholder such number of PEM Shares as are due to that Eligible Scheme Shareholder under clause 5 as Scheme Consideration; and

(b) PEM will issue to the Sale Agent in accordance with clause 6.3 such number of PEM Shares as are attributable to Ineligible Overseas Shareholders under clause 5 as Scheme Consideration.

5. Scheme Consideration

Subject to clauses 6.1, 6.3 and 6.4, the Scheme Consideration in respect of the Scheme Shares held by a Scheme Shareholder at the Record Date comprises:

(a) one (1) PEM Share for every three (3) Scheme Shares held by a Scheme Shareholder at the Record Date; and

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(b) one (1) PEM Option for every twenty (20) Scheme Shares held by a Scheme Shareholder at the Record Date.

6. Provision of Scheme Consideration


(a) The PEM Shares and PEM Options to be issued pursuant to the Scheme will be validly issued and fully paid and will rank pari passu in all respects with all other PEM Shares and PEM Options respectively then on issue (other than in respect of any dividend in respect of a PEM Share already declared and not yet paid by PEM, where the record date for entitlements to that dividend has passed).

(b) The obligation of PEM to issue PEM Shares and PEM Options to an Eligible Scheme Shareholder entitled to be issued PEM Shares and PEM Options under the Scheme will be satisfied by PEM:

(i) on the Implementation Date, causing the name and Registered Address (as at the Record Date) of that Eligible Scheme Shareholder to be entered in the PEM Share Register and PEM Option Register as the holder of the PEM Shares and PEM Options issued to that Eligible Scheme Shareholder; and

(ii) within five Business Days after the Implementation Date, procuring the dispatch to that Eligible Scheme Shareholder, by pre-paid post to their Registered Address (as at the Record Date), of an uncertificated holding statement in the name of that Eligible Scheme Shareholder relating to the number of PEM Shares and PEM Options issued to that Eligible Scheme Shareholder.

(c) Each Scheme Shareholder to whom PEM Shares and PEM Options are to be issued pursuant to the Scheme agrees:

(i) to become a member of PEM for the purposes of section 231 of the Corporations Act;

(ii) to have their name and address entered in the PEM Share Register and PEM Option Register;

(iii) to be bound by the constitution of PEM as in force from time to time in respect of the PEM Shares; and

(iv) to be bound by the terms and conditions of the PEM Options.

(d) Except for a Scheme Shareholder's tax file number, any binding instruction or notification between a Scheme Shareholder and CBH relating to Scheme Shares at the Record Date (including, without limitation, any instructions relating to payment of dividends or to communications from CBH) will from the Record Date be deemed (except to the extent determined otherwise by PEM in its sole discretion) to be a similarly binding instruction or notification to, and accepted by, PEM in respect of the PEM Shares and PEM Options issued to the Scheme Shareholder until that instruction or notification is revoked or amended in writing addressed to PEM at the

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PEM Share Registry. Any such instructions or notifications accepted by PEM will apply to and in respect of the issue of PEM Shares and PEM Options as part of the Scheme Consideration only to the extent that they are not inconsistent with the other provisions of the Scheme.

(e) Each Scheme Shareholder, without the need for any further act, irrevocably appoints PEM and each of its directors and officers, jointly and severally, as that Scheme Shareholder's attorney and agent for the purpose of executing any form of application required for PEM Shares and PEM Options to be issued to that Scheme Shareholder pursuant to the Scheme.

6.2 Joint holders

In the case of Scheme Shares held in joint names any uncertificated holding statements for PEM Shares and PEM Options to be issued to Scheme Shareholders will be issued in the names of the joint holders and will be forwarded to the holder whose name appears first in the CBH Share Register at the Record Date.

6.3 Ineligible Overseas Shareholders

PEM will be under no obligation under the Scheme to issue, and will not issue, any PEM Shares or PEM Options to an Ineligible Overseas Shareholder, and instead:

(a) the PEM Shares and PEM Options which would otherwise be required to be issued to the Ineligible Overseas Shareholder under the Scheme will be issued to the Sale Agent;

(b) PEM will procure that, as soon as reasonably practicable (and in any event not more than 15 Business Days after the Implementation Date), the Sale Agent sells on the share market operated by ASX all of the PEM Shares and PEM Options issued to the Sale Agent pursuant to clause 4.3(b) in such manner, at such price and on such other terms as the Sale Agent determines in good faith (and at the risk of the Ineligible Overseas Shareholder), and remits to PEM the proceeds of sale (after deduction of any applicable brokerage and other selling costs, taxes and charges) (the “Proceeds”); and

(c) PEM will pay to the Ineligible Overseas Shareholder such fraction of the total Proceeds as is equal to the number of PEM Shares and PEM Options which would have been issued to the Ineligible Overseas Shareholder but for the application of clause 4.3(b) and this clause 6.3, divided by the total number of PEM Shares and PEM Options issued to the Sale Agent under this clause 6.3 in respect of all Ineligible Overseas Shareholders, promptly after the last sale of PEM Shares and PEM Options by the Sale Agent,

in full satisfaction of PEM's obligations to the Ineligible Overseas Shareholder under the Scheme in respect of the Scheme Consideration. F

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If a fractional entitlement to a PEM Share or PEM Options arises from the calculation of the total Scheme Consideration in respect of a Scheme Shareholder, then any such fractional entitlement:

(a) of less than 0.5 will be rounded down to the nearest whole number of PEM Shares or PEM Options, as the case may be; and

(b) of 0.5 or more will be rounded up to the nearest whole number of PEM Shares or PEM Options, as the case may be.

7. Quotation of PEM Shares and PEM Options

PEM will use its best endeavours to procure that the PEM Shares and PEM Options to be issued pursuant to the Scheme will be quoted on the share market operated by ASX with effect as soon as practicable after the Effective Date, taking into account the requirements of ASX.

8. Dealings in CBH Shares

8.1 Entitlement to participate

Every CBH Shareholder entered onto the CBH Share Register as the holder of a CBH Share on the Record Date is entitled to participate in this Scheme.

8.2 Dealings prior to Record Date

(a) For the purpose of establishing the persons who are Scheme Shareholders, dealings in CBH Shares will only be recognised if:

(i) in the case of dealings of the type to be effected using CHESS, the transferee is registered in the CBH Share Register as the holder of the relevant CBH Shares by the Record Date; and

(ii) in all other cases, registrable transfers or transmission applications in respect of those dealings are received at the CBH Share Registry by the Record Date.

(b) CBH will register registrable transfers or transmission applications of the kind referred to in clause 8.2(a)(ii) by the Record Date. CBH will not accept for registration, nor recognise for any purpose, any transfer or transmission application in respect of CBH Shares received after the Record Date (other than the transfers contemplated by clause 4.2).

8.3 Dealings after Record Date

(a) For the purpose of determining entitlements to the Scheme Consideration, CBH will, until the Scheme Consideration has been provided in accordance with the Scheme, maintain or procure the maintenance of the CBH Share Register in accordance with this clause 8, and the CBH Share Register in this form will solely

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determine entitlements to the Scheme Consideration. Each entry on the CBH Share Register at the Record Date relating to Scheme Shares will cease to have any effect other than as evidence of the entitlement to the Scheme Consideration.

(b) From the Record Date, all certificates and holding statements for Scheme Shares existing as at the Record Date will cease to have effect as documents of title in respect of those Scheme Shares, other than for the purpose of registering dealings in CBH Shares in accordance with clause 8.2.

8.4 Provision of information

On or before 9.00am on the Implementation Date, CBH must give to PEM details of the names, Registered Addresses and holdings of Scheme Shares of every Scheme Shareholder as shown in the CBH Share Register at the Record Date, such details to be provided in such form as PEM may reasonably require.

9. General Scheme Provisions

9.1 Scheme alterations and conditions

If the Court proposes to approve the Scheme subject to any alterations or conditions, CBH may, by its counsel or solicitors but subject to the prior approval of PEM and Richview, consent on behalf of all persons concerned to those alterations or conditions.

9.2 Covenants by Scheme Shareholders

Each Scheme Shareholder:

(a) agrees to the transfer of their Scheme Shares to Richview, in accordance with the Scheme;

(b) without the need for any further act, irrevocably appoints CBH and each of the directors and officers of CBH, jointly and severally, as the Scheme Shareholder's attorney and agent for the purpose of executing any document or doing any other act necessary to give full effect to the Scheme and the transactions contemplated by it (including, without limitation, the provision of a proper instrument of transfer of the Scheme Shareholder's Scheme Shares for the purposes of section 1071B of the Corporations Act (which may be a master transfer of all or part of the Scheme Shares)) and the communication of the Scheme Shareholder's instructions and notifications under clause 6.1(d); and

(c) consents to CBH doing all things and executing all deeds, instruments, transfers and other documents as may be necessary or desirable to give full effect to the Scheme and the transactions contemplated by it.

9.3 Status of Scheme Shares

(a) Each Scheme Shareholder is deemed to have warranted to Richview that all of their Scheme Shares (including any rights and entitlements attaching to those shares) transferred to Richview under the Scheme will, as at the date of the transfer, be fully paid and free from all mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind, whether legal or otherwise, and that they have full power and capacity to sell and to transfer their Scheme Shares

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(including any rights and entitlements attaching to those shares) to Richview under the Scheme.

(b) The Scheme Shares transferred to Richview under the Scheme will be transferred free from all mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind, whether legal or otherwise, that may bind Richview.

(c) After payment of all of the Scheme Consideration to Scheme Shareholders, pending registration by CBH of the name and address of Richview in the CBH Share Register as the holder of the Scheme Shares:

(i) Richview will be beneficially entitled to the Scheme Shares transferred to it under the Scheme; and

(ii) each Scheme Shareholder irrevocably appoints Richview as its sole proxy and, where appropriate, its corporate representative to attend shareholders' meetings of CBH, exercise the votes attached to the Scheme Shares registered in the name of the Scheme Shareholder and sign any shareholders' resolution of CBH, and the Scheme Shareholder may not itself attend or vote at any such meetings or sign any such resolutions, whether in person, by proxy or by corporate representative.

9.4 Effect of Scheme

The Scheme binds CBH and all CBH Shareholders from time to time and, to the extent of any inconsistency, overrides the constitution of CBH.

9.5 Notices

Where a notice, transfer, transmission application, direction or other communication referred to in the Scheme is sent by post to CBH, it will not be deemed to be received in the ordinary course of post or on a date other than the date (if any) on which it is actually received at CBH's registered office or at the CBH Share Registry.

9.6 Further assurances

CBH will do all things and execute all deeds, instruments, transfers and other documents as may be necessary or desirable to give full effect to the Scheme and the transactions contemplated by it.

9.7 Costs and stamp duty

CBH will pay the costs of the Scheme, except that PEM will pay any stamp duty payable on the transfer by Scheme Shareholders of the Scheme Shares to Richview.

9.8 Proper law

The proper law of the Scheme is the law of New South Wales.

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Schedule 1 – Terms and Conditions of PEM Options

1. No monies will be payable for the issue of the PEM Options.

2. The PEM Options will be issued as an uncertificated holding

3. The PEM Options expire at 5.00pm (Western Time) on 31 December 2010 (“Expiry Date”).

4. The PEM Option is a right in favour of the optionholder to subscribe for one fully paid ordinary share in the capital of Perilya Limited (ACN 009 193 695) (the "Company") (“Share”).

5. The Company will apply for quotation of the PEM Options on the ASX.

6. The optionholder may exercise PEM Options at any time prior to the Expiry Date.

7. Shares allotted to optionholders on exercise of PEM Options shall be issued at $2.00 (“Exercise Price”).

8. The Exercise Price of the PEM Options shall be payable in full on exercise of the PEM Options.

9. PEM Options shall be exercisable by the delivery to the Registered office of the Company of a notice in writing stating the intention of the optionholder to:

(a) exercise all or specify the number of PEM Options; and

(b) pay the subscription monies in full for the exercise of each PEM Option.

10. The notice must be accompanied by the PEM Option Certificate (unless the holding is uncertificated) and a cheque made payable to the Company for the subscription monies for the Shares. An exercise of only some PEM Options shall not affect the rights of the optionholder to the balance of the PEM Options held by the optionholder.

11. The Company shall allot the resultant Shares and deliver the required holding statement within 10 Business Days of the exercise of the PEM Options.

12. The PEM Options are freely transferable.

13. Shares allotted pursuant to an exercise of PEM Options shall rank, from the date of allotment, equally with existing Shares in all respects.

14. The Company shall in accordance with the ASX Listing Rules make an application to have Shares allotted pursuant to an exercise of PEM Options listed for official quotation.

15. The PEM Option will not give any right to participate in dividends, bonus issues or entitlement issues until the Shares, if the PEM Option has been exercised, have been allotted in respect of the PEM Option before the books closing date for determining entitlements to the issue. The Company must give notice to optionholders of any new issue at least 10 Business Days before the books closing date for determining entitlements to the issue in accordance with the ASX Listing Rules.

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16. If the Company makes a bonus issue of Shares or other securities pro rata to shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Shares have been allotted in respect of a PEM Option before the record date for determining entitlements to the bonus issue then the number of Shares over which the PEM Option is exercisable will be increased by the number of Shares which the optionholder would have received if the PEM Option had been exercised before the record date for the bonus issue.

17. If the Company makes an offer of Shares pro rata to all or substantially all shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) for a subscription price which is less than the market price (defined below as P) and no Shares have been allotted in respect of a PEM Option before the record date for determining entitlements to the rights issue, then the exercise price per PEM Option will be reduced according to the following formula:

01 = 0 - 1N

D))(S-(P E++

where:

01 = the new exercise price of each PEM Option;

0 = the old exercise price of each PEM Option;

E = the number of underlying securities into which one PEM Option is exercisable;

P = the average market price of Shares (weighted by reference to volume) sold in the ordinary course of trading on the ASX during the five trading days before the ex rights date or ex entitlements date;

S = the subscription price (application money plus calls) for new Shares issued under the rights issue;

D = any dividends due but not yet paid on existing Shares (except those to be issued under the rights issue); and

N = the number of Shares required to be held to receive a right to one new Share.

The number of Shares which the optionholder is entitled to subscribe for on exercise of the PEM Option will not change.

18. In the event of any reorganisation of the capital of the Company, the rights of an optionholder will be changed to the extent necessary to comply with the ASX Listing Rules applying to such reorganisation at the time of the reorganisation.

19. If, on the making of any adjustment contemplated by these terms, an optionholder becomes entitled to a fraction of a Share, that fraction will be disregarded.

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Scheme of Arrangement CBH Resources Limited (ACN 009 423 858) The holders of CBH Notes (other than any person holding CBH Notes on behalf of, or for the benefit of, Perilya Limited or any of its Related Entities)

Level 12




248558_6.DOC

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Scheme of Arrangement (Noteholders) 248558_6.DOC i

Table of Contents

1. Definitions and interpretation 1

2. Preliminary 6

3. Conditions precedent 7

4. Implementation of the Scheme 7

5. Scheme Consideration 8

6. Provision of Scheme Consideration 8

7. Quotation of PEM Notes 10

8. Dealings in CBH Notes 10

9. General Scheme Provisions 11

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Scheme of Arrangement

Scheme of Arrangement (Noteholders) 248558_6.DOC

Details

Date: 2008

Parties

1. CBH Resources Limited (“CBH”)

ABN 27 009 423 858

Address Level 3, 2 Elizabeth Plaza North Sydney NSW 2060 Australia

Fax (02) 9925 8111


2. The holders of CBH Notes (other than any person holding CBH Notes on behalf of, or for the benefit of, Perilya Limited or any of its Related Entities)

Operative Parts


1.1 Definitions

In this document, the following definitions apply unless the context requires otherwise.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) or the market operated by ASX Limited (ABN 98 008 624 691), as the context requires.

ASX Listing Rules means the official listing rules of ASX, as amended from time to time.

Bondholder has the meaning given to that term in the Convertible Note Prospectus.

Business Day has the meaning given to that term in the ASX Listing Rules.

CBH Note means a note with a face value of A$1,000.00 issued pursuant to the offer of convertible notes, the subject of the Convertible Note Prospectus.

CBH Share means a fully paid ordinary share in the capital of CBH.

CBH Noteholder means, at any particular time, a person registered in the CBH Note Register as the holder of one or more CBH Notes at that time.

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Scheme of Arrangement (Noteholders) 248558_6.DOC 2

CBH Note Register means the register of Noteholders of CBH maintained by CBH or the Trustee.

CBH Note Registry means Registries Limited (ACN 003 209 836) of Level 7, 207 Kent Street, Sydney, New South Wales 2000.

CHESS means the Clearing House Electronic Subregister System for the electronic transfer of securities, operated by ASX Settlement and Transfer Corporation Pty Limited (ABN 49 008 504 532).

Conditions Precedent means the conditions precedent set out in clause 3.1.


Corporations Act means the Corporations Act 2001 (Cth).


Deed Poll means the Deed Poll dated 26 March 2008 executed by PEM and Richview, pursuant to which PEM has, amongst other things, covenanted in favour of Scheme Noteholders to perform the obligations contemplated of it under the Scheme.

Effective Date means the date on which the Scheme Order comes into effect pursuant to section 411(10) of the Corporations Act.

Eligible Scheme Noteholder means a Scheme Noteholder other than an Ineligible Overseas Noteholder.

Excluded Share means any CBH Share held by any person on behalf of, or for the benefit of, PEM or any of its Related Entities.


Implementation Date means the third Business Day after the Record Date.

Ineligible Overseas Noteholder means a Scheme Noteholder whose address as shown in the CBH Note Register at the Record Date is in a jurisdiction other than Australia or its external territories, except where in the case of the issue of PEM Notes, PEM is reasonably satisfied that such issue to that Scheme Noteholder is not prohibited, not unduly onerous and not unduly impracticable in that jurisdiction. For the avoidance of doubt, Toho is not an Ineligible Overseas Noteholder as PEM is reasonably satisfied that such issue of PEM Notes to that Scheme Noteholder is not prohibited, not unduly onerous and not unduly impracticable in Japan.

Merger Implementation Deed means the Merger Implementation Deed dated 26 March 2008 between PEM, CBH and Richview.

PEM means Perilya Limited (ACN 009 193 695).

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PEM Note means a note to be issued by PEM with a face value of A$1,000.00 and which will be officially quoted on ASX that is convertible into PEM Shares on the terms and conditions contained in the PEM Note Prospectus.

PEM Note Prospectus means a prospectus for the issue of the PEM Notes which is to include the terms and conditions of those PEM Notes, or, if a prospectus is not required pursuant to applicable laws or as a result of formal relief or waiver from ASIC and ASX, a document issued by PEM that contains the terms and conditions of the PEM Notes.

PEM Note Register means the register of noteholders of PEM maintained by PEM or the PEM Note Trustee.

PEM Note Trustee means the trustee from time to time for the Scheme Noteholders that are issued with PEM Notes and for the time being is Trust Company Fiduciary Services Limited (ACN 000 000 993) or another trustee of equivalent standing chosen by PEM.

PEM Share means a fully paid ordinary share in the capital of PEM.

PEM Share Register means the register of members of PEM maintained pursuant to the Corporations Act.

PEM Share Registry means Computershare Investor Services Pty Limited (ACN 078 279 277) of Level 2, 45 St George's Terrace, Perth, Western Australia 6000.

Record Date means 5.00pm on the fifth Business Day after the Effective Date.

Registered Address means, in relation to a CBH Noteholder, the address shown in the CBH Note Register.

Related Entity means, in relation to a person, any entity which is related to that person within the meaning of section 50 of the Corporations Act or which is an economic entity (as defined in any approved Australian accounting standard) that is controlled by that person.

Richview means Richview Investments Pty Ltd (ACN 126 294 451).

Sale Agent means a person nominated by PEM and approved by CBH to sell the PEM Notes that are attributable to Ineligible Overseas Noteholders under the terms of this Scheme.

Scheme means this scheme of arrangement, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act.

Scheme Booklet means the information dispatched to CBH Noteholders including the PEM Note Prospectus and approved by the Court, including this Scheme, an explanatory statement in relation to this Scheme issued pursuant to section 412 of the Corporations Act and registered with ASIC, an independent expert's report, copies or summaries of each of the Merger Implementation Deed and the Deed Poll and a notice convening the Scheme Meeting (together with proxy forms).

Scheme Consideration means the consideration, in the form of PEM Notes, payable by PEM to Scheme Noteholders under this Scheme, as set out in clause 5.

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Scheme Meeting means the meeting ordered by the Court to be convened pursuant to section 411(1) of the Corporations Act in relation to this Scheme.

Scheme Note means a CBH Note on issue as at the Record Date other than an Excluded Note (if any).

Scheme Noteholder means each person registered as a holder of a Scheme Note as at the Record Date.

Scheme Order means the order of the Court made for the purposes of section 411(4)(b) of the Corporations Act in relation to this Scheme.

Scheme Shareholder means each person registered in the CBH Share Register as the holder of Scheme Shares as at the Record Date.

Scheme Share means a CBH Share on issue at the Record Date other than an Excluded Share (if any).

Share Scheme means the scheme of arrangement under Part 5.1 of the Act between CBH and Scheme Shareholders.

Share Scheme Order means the order of the Court made for the purposes of section 411(4)(b) of the Corporations Act in relation to the Share Scheme.

Second Court Date means the first day on which an application made to the Court for the Scheme Order is heard or, if the hearing of the application is adjourned for any reason, the first day on which the adjourned application is heard.

Toho means Toho Zinc Co., Ltd, a Japanese corporation with its principal place of business at 1-6-1 Nihonbashi Honcho, Chuo-Ku, Tokyo 103 Japan.

Trust Deed means the trust deed dated on or about 22 March 2007 between CBH and the Trustee as trustee for the Bondholders.

Trustee means the trustee of the Bondholders from time to time and at the date of this Scheme, the Trustee is Trust Company Fiduciary Services Limited (ACN 000 000 993).

1.2 Interpretation

Headings are for ease of reference only and do not affect interpretation. In this document, except where the context otherwise requires:

(a) the singular includes the plural and vice versa and a gender includes other genders;

(b) other grammatical forms of a defined word or expression have a corresponding

meaning;

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(c) a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of or schedule or annexure to this document and a reference to this document includes any schedule and annexure;

(d) a reference to a document or agreement, includes the document or agreement as

novated, altered, supplemented or replaced from time to time;

(e) a reference to A$, $A, dollar or $ is to Australian currency;

(f) a reference to time is to Sydney time;

(g) a reference to a year (other than a financial year) or a month means a calendar year or calendar month respectively;

(h) a reference to a party is to a party to this document, and a reference to a party to a

document includes the party’ s executors, administrators, successors and permitted assigns and substitutes;

(i) a reference to a person includes a natural person, partnership, firm, body

corporate, trust, joint venture, association, governmental or local authority or agency or other entity;

(j) a reference to a statute, ordinance, code or other law includes regulations and

other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(k) any authorities, associations, bodies and entities whether statutory or otherwise

will, in the event of such authority, association, body or entity ceasing to exist or being reconstituted, replaced or the powers or functions thereof being transferred to or taken over by any other authority, association, body or entity, be deemed to refer respectively to the authority, association, body or entity established, constituted or substituted in lieu thereof which exercises substantially the same powers or functions;

(l) the meaning of general words is not limited by specific examples introduced by

including, for example or similar expressions;

(m) any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;

(n) any agreement, representation, warranty or indemnity in favour of two or more

parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;

(o) a rule of construction does not apply to the disadvantage of a party because the

party was responsible for the preparation of this agreement or any part of it; and

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(p) if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

2. Preliminary

2.1 CBH

(a) CBH is a public company incorporated in Australia and registered in Western Australia and is a company limited by shares. Its registered office is at Level 3, 2 Elizabeth Plaza, North Sydney New South Wales, 2060, Australia.

(b) CBH has been admitted to the official list of ASX and CBH Notes have been granted official quotation on the share market operated by ASX.

(c) As at 26 March 2008, 195,950 CBH Notes were on issue.

2.2 PEM

(a) PEM is a public company incorporated in Australia and registered in Western Australia and is a company limited by shares. Its registered office is at Level 10, 553 Hay Street, Perth, Western Australia, 6000, Australia.

(b) PEM has been admitted to the official list of ASX and PEM Shares have been granted official quotation on the share market operated by ASX.

(c) As at 26 March 2008, 196,663,132 PEM Shares were on issue.

2.3 Summary of the Scheme

(a) If the Scheme becomes effective (by virtue of the Scheme Order coming into effect in accordance with section 411(10) of the Corporations Act) then:

(i) all the Scheme Notes will be transferred to Richview in accordance with clause 4.2 and PEM will provide the Scheme Consideration to Scheme Noteholders in accordance with the provisions of the Scheme; and

(ii) the Trustee will enter the name and address of Richview in the CBH Note Register as the holder of the Scheme Notes.

(b) Each of PEM and Richview has executed the Deed Poll in favour of the Scheme Noteholders, pursuant to which each has covenanted to perform the obligations contemplated of it under the Scheme.

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3. Conditions precedent

3.1 Conditions

The Scheme is conditional on each of the following conditions precedent:

(a) as at 8.00am on the Second Court Date, all of the conditions set out in clause 3.1 of the Merger Implementation Deed have been satisfied or waived in accordance with the terms of the Merger Implementation Deed;

(b) such other conditions made or required by the Court under section 411(6) of the Corporations Act in relation to the Scheme as are acceptable to PEM and CBH have been satisfied; and

(c) the Court has made an order under sections 411(4)(b) and, if applicable, 411(6) of the Corporations Act approving the Share Scheme,

and the Scheme will be of no force or effect unless and until the Conditions Precedent are satisfied.

3.2 Certificate

At the hearing by the Court of the application for the Scheme Order, CBH, PEM and Richview will provide to the Court a certificate confirming whether or not all of the conditions set out in clause 3.1 of the Merger Implementation Deed have been satisfied or waived in accordance with the terms of the Merger Implementation Deed and that the Merger Implementation Deed has not been terminated.

4. Implementation of the Scheme

4.1 Lodgement

CBH must lodge with ASIC an office copy of the Scheme Order promptly after, and in any event by 5.00pm on the first Business Day after, the date on which the Court makes that order but always provided that the Scheme Order is lodged immediately before the Share Scheme Order.

4.2 Transfer of Scheme Notes

On the Implementation Date, upon satisfaction of clause 6.1(a) of this Scheme, all of the Scheme Notes (together with all rights and entitlements attaching to the Scheme Notes) will be transferred to Richview, without the need for any further act by any Scheme Noteholder, by CBH and the Trustee (if required) effecting a valid transfer or transfers of the Scheme Notes to Richview under section 1074D of the Corporations Act or, if that procedure is not available for any reason, by:

(a) CBH and the Trustee (as may be required) delivering to Richview duly completed and executed note transfer forms (which may be a master transfer of all or part of the

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Scheme Notes executed by CBH or the Trustee) to transfer all of the Scheme Notes to Richview;

(b) Richview executing and delivering the note transfer forms to CBH or the Trustee (as may be required) for registration; and

(c) CBH or the Trustee (as the case may be) entering the name and address of Richview in the CBH Note Register as the holder of all of the Scheme Notes.


In consideration for the transfer to Richview of each Scheme Note on the Implementation Date:

(a) subject to clause 4.3(b), PEM will issue (in accordance with clause 6.1) to each Eligible Scheme Noteholder such number of PEM Notes as are due to that Eligible Scheme Noteholder under clause 5 as Scheme Consideration; and

(b) PEM will issue to the Sale Agent in accordance with clause 6.3 such number of PEM Notes as are attributable to Ineligible Overseas Noteholders under clause 5 as Scheme Consideration.

5. Scheme Consideration

Subject to clauses 6.1, 6.3 and 6.4, the Scheme Consideration in respect of the Scheme Notes held by a Scheme Noteholder at the Record Date comprises one (1) PEM Note in respect of each Scheme Note.

6. Provision of Scheme Consideration


(a) The PEM Notes to be issued pursuant to the Scheme will be validly issued and fully paid and will rank pari passu in all respects with all other PEM Notes then on issue (if any).

(b) The obligation of PEM to issue PEM Notes to an Eligible Scheme Noteholder entitled to be issued PEM Notes under the Scheme will be satisfied by PEM and the PEM Note Trustee (as the case may be):

(i) on the Implementation Date, causing the name and Registered Address (as at the Record Date) of that Eligible Scheme Noteholder to be entered in the PEM Note Register as the holder of the PEM Notes issued to that Eligible Scheme Noteholder; and

(ii) within five Business Days after the Implementation Date, procuring the dispatch to that Eligible Scheme Noteholder, by pre-paid post to their Registered Address (as at the Record Date), of an uncertificated holding statement and note certificate in the name of that Eligible Scheme Noteholder relating to the number of PEM Notes issued to that Eligible Scheme Noteholder.

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(c) Each Scheme Noteholder to whom PEM Notes are to be issued pursuant to the Scheme agrees:

(i) to be bound by the terms and conditions of issue of the PEM Notes contained in the PEM Note Prospectus;

(ii) to become a member of PEM for the purposes of section 231 of the Corporations Act upon conversion of its PEM Notes into PEM Shares in accordance with the terms and conditions of issue of the PEM Notes contained in the PEM Note Prospectus;

(iii) to have their name and address entered in the PEM Note Register; and

(iv) to be bound by the constitution of PEM as in force from time to time upon becoming a member of PEM.

(d) Except for a Scheme Noteholder's tax file number, any binding instruction or notification between a Scheme Noteholder and CBH or the Trustee relating to Scheme Notes at the Record Date (including, without limitation, any instructions relating to communications from CBH or the Trustee) will from the Record Date be deemed (except to the extent determined otherwise by PEM in its sole discretion) to be a similarly binding instruction or notification to, and accepted by, PEM and the PEM Note Trustee in respect of the PEM Notes issued to the Scheme Noteholder until that instruction or notification is revoked or amended in writing addressed to PEM or the PEM Note Trustee at the PEM Note Registry. Any such instructions or notifications accepted by PEM or the PEM Note Trustee will apply to and in respect of the issue of PEM Notes as part of the Scheme Consideration only to the extent that they are not inconsistent with the other provisions of the Scheme.

(e) Each Scheme Noteholder, without the need for any further act, irrevocably appoints PEM and the PEM Note Trustee and each of its directors and officers, jointly and severally, as that Scheme Noteholder's attorney and agent for the purpose of executing any form of application required for PEM Notes to be issued to that Scheme Noteholder pursuant to the Scheme.

6.2 Joint holders

In the case of Scheme Notes held in joint names, any uncertificated holding statements or note certificates for PEM Notes to be issued to Scheme Noteholders will be issued in the names of the joint holders and will be forwarded to the holder whose name appears first in the CBH Note Register at the Record Date.

6.3 Ineligible Overseas Noteholders

PEM will be under no obligation under the Scheme to issue, and will not issue, any PEM Notes to an Ineligible Overseas Noteholder, and instead:

(a) the PEM Notes which would otherwise be required to be issued to the Ineligible Overseas Noteholder under the Scheme will be issued to the Sale Agent;

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(b) PEM and the PEM Note Trustee (as the case may be) will procure that, as soon as reasonably practicable (and in any event not more than 15 Business Days after the Implementation Date), the Sale Agent sells on the share market operated by ASX all of the PEM Notes issued to the Sale Agent pursuant to clause 4.3(b) in such manner, at such price and on such other terms as the Sale Agent determines in good faith (and at the risk of the Ineligible Overseas Noteholder), and remits to PEM the proceeds of sale (after deduction of any applicable brokerage and other selling costs, taxes and charges) (the “Proceeds”); and

(c) PEM will pay to the Ineligible Overseas Noteholder such fraction of the total Proceeds as is equal to the number of PEM Notes which would have been issued to the Ineligible Overseas Noteholder but for the application of clause 4.3(b) and this clause 6.3, divided by the total number of PEM Notes issued to the Sale Agent under this clause 6.3 in respect of all Ineligible Overseas Noteholders, promptly after the last sale of PEM Notes by the Sale Agent,

in full satisfaction of PEM's obligations to the Ineligible Overseas Noteholder under the Scheme in respect of the Scheme Consideration.


If a fractional entitlement to a PEM Note arises from the calculation of the total Scheme Consideration in respect of a Scheme Noteholder, then any such fractional entitlement:

(a) of less than 0.5 will be rounded down to the nearest whole number of PEM Notes; and

(b) of 0.5 or more will be rounded up to the nearest whole number of PEM Notes.

7. Quotation of PEM Notes

PEM will use its best endeavours to procure that the PEM Notes to be issued pursuant to the Scheme will be quoted on the share market operated by ASX with effect as soon as practicable after the Effective Date, taking into account the requirements of ASX.

8. Dealings in CBH Notes

8.1 Entitlement to participate

Every CBH Noteholder entered onto the CBH Note Register as the holder of a CBH Note on the Record Date is entitled to participate in this Scheme.

8.2 Dealings prior to Record Date

(a) For the purpose of establishing the persons who are Scheme Noteholders, dealings in CBH Notes will only be recognised if:

(i) in the case of dealings of the type to be effected using CHESS, the transferee is registered in the CBH Note Register as the holder of the relevant CBH Notes by the Record Date; and

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(ii) in all other cases, registrable transfers or transmission applications in respect of those dealings are received at the CBH Note Registry by the Record Date.

(b) CBH or the Trustee (as the case may be) will register registrable transfers or transmission applications of the kind referred to in clause 8.2(a)(ii) by the Record Date. Neither CBH nor the Trustee will accept for registration, nor recognise for any purpose, any transfer or transmission application in respect of CBH Notes received after the Record Date (other than the transfers contemplated by clause 4.2).

8.3 Dealings after Record Date

(a) For the purpose of determining entitlements to the Scheme Consideration, CBH and the Trustee will, until the Scheme Consideration has been provided in accordance with the Scheme, maintain or procure the maintenance of the CBH Note Register in accordance with this clause 8, and the CBH Note Register in this form will solely determine entitlements to the Scheme Consideration. Each entry on the CBH Note Register at the Record Date relating to Scheme Notes will cease to have any effect other than as evidence of the entitlement to the Scheme Consideration.

(b) From the Record Date, all certificates and holding statements for Scheme Notes existing as at the Record Date will cease to have effect as documents of title in respect of those Scheme Notes, other than for the purpose of registering dealings in CBH Notes in accordance with clause 8.2.

8.4 Provision of information

On or before 9.00am on the Implementation Date, CBH or the Trustee (as the case requires) must give to PEM details of the names, Registered Addresses and holdings of Scheme Notes of every Scheme Noteholder as shown in the CBH Note Register at the Record Date, such details to be provided in such form as PEM may reasonably require.

9. General Scheme Provisions

9.1 Scheme alterations and conditions

If the Court proposes to approve the Scheme subject to any alterations or conditions, CBH may, by its counsel or solicitors but subject to the prior approval of PEM and Richview, consent on behalf of all persons concerned to those alterations or conditions.

9.2 Covenants by Scheme Noteholders

Each Scheme Noteholder:

(a) agrees to the transfer of their Scheme Notes to Richview, in accordance with the Scheme;

(b) without the need for any further act, irrevocably appoints CBH and the Trustee and each of the directors and officers of CBH and the Trustee, jointly and severally, as the Scheme Noteholder's attorney and agent for the purpose of executing any document or doing any other act necessary to give full effect to the Scheme and the transactions contemplated by it (including, without limitation, the provision of a proper instrument of transfer of the Scheme Noteholder's Scheme Notes for the

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purposes of section 1071B of the Corporations Act (which may be a master transfer of all or part of the Scheme Notes)), the Convertible Note Prospectus and the communication of the Scheme Noteholder's instructions and notifications under clause 6.1(d); and

(c) consents to CBH and the Trustee doing all things and executing all deeds, instruments, transfers and other documents as may be necessary or desirable to give full effect to the Scheme and the transactions contemplated by it.

9.3 Status of Scheme Notes

(a) Each Scheme Noteholder is deemed to have warranted to Richview that all of their Scheme Notes (including any rights and entitlements attaching to those notes) transferred to Richview under the Scheme will, as at the date of the transfer, be fully paid and free from all mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind, whether legal or otherwise, and that they have full power and capacity to sell and to transfer their Scheme Notes (including any rights and entitlements attaching to those notes) to Richview under the Scheme.

(b) The Scheme Notes transferred to Richview under the Scheme will be transferred free from all mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind, whether legal or otherwise, that may bind Richview.

(c) After payment of all of the Scheme Consideration to Scheme Noteholders, pending registration by CBH or the Trustee of the name and address of Richview in the CBH Note Register as the holder of the Scheme Notes:

(i) Richview will be beneficially entitled to the Scheme Notes transferred to it under the Scheme; and

(ii) each Scheme Noteholder irrevocably appoints Richview as its sole proxy and, where appropriate, its corporate representative to attend noteholders' meetings of CBH, exercise the votes attached to the Scheme Notes registered in the name of the Scheme Noteholder and sign any noteholders' resolution of CBH, and the Scheme Noteholder may not itself attend or vote at any such meetings or sign any such resolutions, whether in person, by proxy or by corporate representative.

9.4 Effect of Scheme

The Scheme binds CBH, the Trustee and all CBH Noteholders from time to time and, to the extent of any inconsistency, overrides the constitution of CBH, the Trust Deed and the Convertible Note Prospectus.

9.5 Notices

Where a notice, transfer, transmission application, direction or other communication referred to in the Scheme is sent by post to CBH or the Trustee, it will not be deemed to be received in the ordinary course of post or on a date other than the date (if any) on which it

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is actually received, in the case of CBH, at CBH's registered office or at the CBH Note Registry and, in the case of the Trustee, at the Trustee’s registered office.

9.6 Further assurances

CBH and the Trustee will do all things and execute all deeds, instruments, transfers and other documents as may be necessary or desirable to give full effect to the Scheme and the transactions contemplated by it.

9.7 Costs and stamp duty

CBH will pay the costs of the Scheme, except that PEM will pay any stamp duty payable on the transfer by Scheme Noteholders of the Scheme Notes to Richview.

9.8 Proper law

The proper law of the Scheme is the law of New South Wales.

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