ANVIL MINING LTD 
By
December 2011 and the notice of extension dated 11 January
2012) (the "Offer") to purchase all of the issued and
outstanding common shares of Anvil Mining Limited (the
"Common Shares") , including those Common Shares that are
represented by CHESS Depository Interests ("CDIs") other than
Common Shares owned by the Offeror or any of its
affiliates.
The Offer was accepted by Anvil shareholders who held, in
aggregate, approximately 98% of the outstanding Common
Shares.
The Offeror is therefore entitled under Canadian law to
compulsorily acquire outstanding Common Shares not tendered
to the Offer held by those persons who did not accept the
Offer, including those Common Shares represented by CDIs.
Attached is a letter sent by the Offeror to holders of CDIs
advising them of the compulsory acquisition.
Minmetals Resources Limited Minmetals Resources Limited
Group Manager - Communications MMR Group Manager - Investor Relations
T +61 3 9288 0850 T +61 3 9288 9165
M +61 417 144 524 M +61 422 963 652
E sally.cox@mmg.com E colette.campbell@mmg.com
MMG Malachite Limited
a corporation existing under the laws of the
Northwest Territories and a wholly-
owned indirect subsidiary of
Minmetals Resources Limited
February 22, 2012
Dear Anvil Mining Limited CDI Holder,
As you may be aware, Minmetals Resources Limited (MMR)
announced on 17 February 2012 that it had acquired, through
its wholly-owned indirect subsidiary MMG Malachite Limited
(Offeror), approximately 98% of the issued and outstanding
common shares of Anvil Mining Limited (Anvil) pursuant to its
previously announced offer. On 17 February 2012, MMR also
announced that it would acquire all remaining common shares
of Anvil not deposited to the offer pursuant to a compulsory
acquisition under Canadian law. A copy of the Notice of
Compulsory Acquisition dated 22 February 2012 is enclosed
with this letter.
The Compulsory Acquisition is also in respect of Anvil common
shares which are represented by Anvil "CHESS Depositary
Interests" or "CDIs". Pursuant to the
Compulsory Acquisition, MMR can acquire all remaining Anvil
common shares by complying with the requirements of
applicable legislation, which are summarised in the enclosed
Notice of Compulsory Acquisition.
Defined terms used in this letter have the same meaning as
given to them in the Notice of
Compulsory Acquisition unless the context requires otherwise.
As you may be aware, the Anvil common shares which correspond with your CDIs are registered in the name of CHESS Depositary Nominees Pty Limited (CDI Nominee). The CDI Nominee will deposit all remaining CDIs under the Compulsory Acquisition by the CDI Deadline (defined below). You do not need to do anything to effect this deposit unless you would like to receive Australian dollars instead of Canadian dollars in respect of the Anvil common shares corresponding with the CDIs you hold. If you would like to receive Australian dollars under the Compulsory Acquisition, you must instruct the CDI Nominee to elect payment in Australian dollars on your behalf in sufficient time to allow your instruction to be acted upon by the CDI Deadline.
144550_017GEE
You may instruct the CDI Nominee to elect to receive
Australian dollars under the
Compulsory Acquisition as follows:
If you hold CDIs on Anvil's Issuer Sponsored Subregister, you must complete and mark the box in Section C of the CDI Election Form and return it in accordance with the instructions on the form in sufficient time to allow your instruction to be acted upon by the CDI Deadline.
1.2 CHESS Sponsored CDI Holders
If you hold CDIs on Anvil's CHESS Subregister, you must
in sufficient time to allow your instruction to be acted upon
by the CDI Deadline either:
(a) complete and mark the box in Section C of the CDI
Election Form and return it in accordance with the
instructions on the form; or
(b) instruct your Controlling Participant (normally your
broker) to elect payment in Australian dollars on your
behalf.
The Notice of Compulsory Acquisition refers to a Letter of
Transmittal. This document can be used only by registered
holders of Anvil common shares, and not by CDI holders. As a
result, this package does not contain a Letter of
Transmittal.
If you elect to receive Australian dollars, you acknowledge
and agree that (a) the exchange rate for one Canadian dollar
expressed in Australian dollars will be based on the
prevailing market rate(s) available to the Depositary on the
date the funds are converted, which rate(s) will be at your
sole risk and (b) any change to the currency exchange rate
for the exchange of Canadian dollars into Australian dollars
will be at your sole risk.
If you do not elect to receive Australian dollars, you will
receive a Canadian dollar cheque. Importantly, if you do not
have a Canadian dollar bank account, your financial
institution may levy additional costs and/or take longer to
process a Canadian dollar cheque.
The CDI Deadline is 7:00pm (Sydney time) on 9 March 2012.
3 Election to Receive Fair ValueAs noted in the enclosed Notice of Compulsory Acquisition, registered holders of Anvil common shares can elect to demand payment of fair value for their shares. This right can only be exercised by the CDI Nominee as the registered holder of the common shares related to your CDIs. The CDI Nominee will not demand payment of fair value on behalf of any CDI holder. If you wish to demand payment of fair value, you must first convert your CDIs into registered Anvil common shares and obtain a physical common share certificate. This request for conversion must be made as soon as possible so that you receive your physical common share certificate in sufficient time to demand payment of fair value by 5:00 pm (Toronto time) on 13 March 2012. The process to request and receive a physical common share certificate can be lengthy and may take up to two weeks or more.
144550_017GEE
To determine how you may become a registered holder of shares
and obtain a share certificate, please call the offer
information line from Monday to Friday between
9:00 a.m. and 5:00 p.m. (Sydney time) at 1-800-187-558 (toll
free) or
(+ 1) 416-867-2272 (collect calls accepted).
The procedure to demand payment of fair value of Anvil common
shares is complex and requires strict adherence to the
provisions of the Business Corporations Act (Northwest
Territories). Neither MMR nor the Offeror is obligated to
start the court process required to determine fair value for
the Anvil common shares. As a result, it may be necessary for
registered holders of Anvil common shares who make use of
this option to make an application to the Supreme Court of
the Northwest Territories. You should be aware that, even if
an application is made, the Court may determine that the fair
value of Anvil common shares is less than C$8.00 cash per
share. It is not certain how long this process would take or
when money would be paid. If you are considering this option,
you should carefully review the enclosed Notice of Compulsory
Acquisition as it describes certain legal rights and
obligations enjoyed by or imposed upon each of the Offeror,
Anvil and Anvil shareholders in connection with such court
process.
If you have any queries in relation to the Notice of Compulsory Acquisition, or require assistance to complete the CDI Election Form or instruct your Controlling Participant, please contact from Monday to Friday between 9am and 5pm (Sydney time):
Information Agent for the Offer:
Kingsdale Shareholder Services Inc. Tel: 1-800-187-558 (toll
free)
(+ 1)
416-867-2272 (collect call accepted) E-mail: contactus@kingsdaleshareholder.com
Yours sincerely
Chief Financial Officer
Minmetals Resources Limited
144550_017GEE
