KALE MINI : Takeover Offer by Norton Gold Fields Ltd

? Norton to make an offer of 0.054 Norton shares and 0.054 Norton options (exercisable at

? Based on the 90 day VWAP for Norton shares and an independent valuation of the Norton

? Kalgoorlie Mining Company Directors unanimously recommend Kalgoorlie Mining

? Compelling strategic and financial rationale for the combination of Norton and Kalgoorlie Mining Company, including complementary assets and an increase in combined resource inventory.

? Norton's experienced management team has the development and mine operation capabilities to maximise the value of Kalgoorlie Mining Company's assets by bringing them into production quickly and cost effectively.

? Offer conditions include minimum relevant interest of 90% and regulatory approvals.

Norton Gold Fields Limited (ASX:NGF) ("Norton") and Kalgoorlie Mining Company ("KMC") (ASX:KMC), neighbouring gold companies in Western Australia's preeminent Kalgoorlie Goldfields region, are pleased to announce they have signed a Bid Implementation Deed (BID) pursuant to which Norton will make a friendly off-market takeover offer to acquire all Kalgoorlie Mining Company shares at an offer price of 0.054 Norton shares and 0.054 Norton options (exercisable at 27 cents on or before 30
April 2015) (Norton Options) for each Kalgoorlie Mining Company share (Share Offer). 1
Norton also proposes a separate offer (Option Offer) to acquire all of the listed options to subscribe for Kalgoorlie Mining Company Shares (exercisable at 25 cents on or before 30 May 2014) (Listed Options) at an offer price of 0.024 Norton Options for each Listed Option.
A copy of the Bid Implementation Deed in respect of the Share Offer and the Option Offer
(collectively the Offer) is attached as Annexure A to this announcement.

1 The entitlement to receive Norton Shares and/or Norton Options is subject to the usual provisions in respect of foreign securities laws. Norton 's Bidder's Statement will set out what entitlement Kalgoorlie Mining Company Shareholders resident in certain foreign jurisdictions will have to bid consideration and any nominee sale provisions which may apply.

RECOMMENDED TAKEOVER OFFER FOR KALGOORLIE MINING COMPANY LIMITED BY NORTON GOLD FIELDS LIMITED

Based on the 90 day VWAP of Norton shares (being $0.18) and an independent valuation of the Norton Options at $0.0316 per option2, the Offer price represents a premium of 55% to $0.0074, being the VWAP of Kalgoorlie Mining Company shares for the three months to and including 15 April 2013.
The Kalgoorlie Mining Company Directors unanimously recommend that Kalgoorlie Mining Company shareholders accept the Offer, in the absence of a Superior Proposal. The Kalgoorlie Mining Company Directors intend to accept the Offer for the shares and Listed Options held by them in the absence of a Superior Proposal.

Dr Dianmin Chen, Chief Executive Officer of Norton, commented: "This transaction just makes good sense. It brings together complementary assets and will deliver greater production, cost efficiency and exploration upside for both companies, and their respective shareholders."

"Norton's vision is to be a leading, long-term gold producer in Western Australia and the proposed acquisition of Kalgoorlie Mining Company is consistent with our strategy to reduce operating costs and increase production, both from our existing assets and by exploring opportunities for consolidation.

"We have an important strategic asset in the Paddington Operations which complements Kalgoorlie

Mining Company's Bullant Project. Bullant has existing gold resources of 431,200oz and reserves of

40,300oz which can be readily accessed through the resumption of underground mining and processed at Paddington. Bullant is in close proximity to Norton's existing underground operations at Mt Pleasant and Kalgoorlie Mining Company's ground is contiguous with Norton's, providing future exploration and development potential.

"The transaction will have the added benefit of diversifying Norton's shareholder base and improving the liquidity of Norton shares."

Mr James Croser, Managing Director of Kalgoorlie Mining Company commented:

"Norton's offer provides Kalgoorlie Mining Company shareholders with an attractive premium, while giving them the opportunity to participate in the upside that exists in the combined company. Norton's experienced management team has the development and mine operation capabilities to maximise the value of Kalgoorlie Mining Company's assets and bring them quickly and cost effectively into production. The offer will significantly reduce the risks shareholders face through an investment in a single mine company, with limited access to capital. Each Kalgoorlie Mining Company Director considers the Offer to be in the best interests of shareholders and unanimously

recommend the Offer in the absence of a Superior Proposal."

2 The valuation was commissioned by Norton and valued by Harris Black using standard market accepted valuation methodology

RECOMMENDED TAKEOVER OFFER FOR KALGOORLIE MINING COMPANY LIMITED BY NORTON GOLD FIELDS LIMITED

Kalgoorlie Mining Company's key asset is the Bullant Gold Project, 65 kilometres northwest of Kalgoorlie, Western Australia, and 28 kilometres west of Norton's 3.3Mtpa Paddington Operations (with a haulage distance of approximately 40 kilometres). Bullant contains a Total Mineral Resource of 431,200 ounces (3.57Mt @ 3.76g/t) (please see Appendix A) and Reserve of 40,366 ounces (please see Appendix B). In addition, Kalgoorlie Mining Company has identified a number of areas with potential to grow the existing resource.
In January 2013, Norton and Kalgoorlie Mining Company signed an agreement whereby Norton would process up to 280,000 tonnes of gold ore from Bullant at Norton's Paddington Operations between April 2013 and December 2014. Mining was suspended at Bullant in February 2012 following a detailed operational and financial review of the Project.
Following completion of the transaction, Norton's highly experienced operations team will develop a strategy to quickly and efficiently resume mining at Bullant in order to provide additional higher grade ore to Paddington. The complementary nature of Kalgoorlie Mining Company's mining assets and Norton's processing infrastructure and technical skills is expected to provide a range of cost efficiencies and synergies which at this stage have not been quantified.
The proposed acquisition of Kalgoorlie Mining Company by Norton will provide several benefits for Kalgoorlie Mining Company shareholders. Firstly, Kalgoorlie Mining Company shareholders will immediately gain exposure to Norton's multi-mine portfolio, operational cash flows, technical expertise and stronger balance sheet. The transaction will significantly reduce the risks associated with the resumption of mining at Bullant while still allowing Kalgoorlie Mining Company shareholders to retain exposure to future cash flows and any exploration upside from the new company's combined assets.
The acquisition of Kalgoorlie Mining Company continues Norton's strategy to increase gold production, lower operating costs and look for consolidation opportunities in Western Australia. Norton expects to produce 154,000 - 162,000 ounces at a C1 cash cost of A$990 - A$1,090 per ounce in 2013, (before any contribution from the Kalgoorlie Mining Company assets).

RECOMMENDED TAKEOVER OFFER FOR KALGOORLIE MINING COMPANY LIMITED BY NORTON GOLD FIELDS LIMITED

A Bid Implementation Deed was signed on 17 April 2013 and obliges NGF to make an off-market takeover offer for the entire issued share capital of Kalgoorlie Mining Company, subject to a number of conditions which include (but are not limited to):

(a) Norton and its subsidiaries obtaining a 'relevant interest' (as defined in the Corporations Act

2001 (Cth)) in at least 90% of all the Shares;

(b) The Option Offer being declared free from all conditions;

(c) Each of the Unlisted Options being cancelled;

(d) Receipt of Foreign Investment Review Board (FIRB) approval and all necessary Chinese regulatory approvals;

(e) No material adverse change in relation to the Kalgoorlie Mining Company group;

In addition, NGF is obliged to make the Option Offer, which would be subject to the following conditions:

(f) Norton and its subsidiaries obtaining a 'relevant interest' (as defined in the Corporations Act

2001 (Cth)) in at least 90% of all the Listed Options; and

(g) The Offer for Shares becoming unconditional.

A complete list of Bid conditions for the Offers is set out in Schedule 3 to the BID (which is attached to this announcement).

Norton and Kalgoorlie Mining Company have agreed exclusivity arrangements in relation to the Offer, under which the parties have agreed that unless the BID is terminated, Kalgoorlie Mining Company will not solicit any competing proposal or participate in any discussions or negotiations or provide access to due diligence materials in relation to any competing proposal (unless failure to do so would involve a breach of fiduciary duties of its Directors). The BID also confers a matching right to Norton, such that Kalgoorlie Mining Company must provide immediate notification of a competing proposal to Norton, and allow Norton to counter-offer. A break fee of A$130,000 may also be payable by Kalgoorlie Mining Company to Norton in certain circumstances. See Appendix C for further details of the BID.

RECOMMENDED TAKEOVER OFFER FOR KALGOORLIE MINING COMPANY LIMITED BY NORTON GOLD FIELDS LIMITED

Norton expects that its Bidder's Statement for the Offer will be dispatched to Kalgoorlie Mining Company shareholders within approximately 3 weeks, at which time the Offer will open for acceptance. Kalgoorlie Mining Company's target's Statement in response to the Offer is expected to be dispatched to Kalgoorlie Mining Company shareholders a short time thereafter. The Offer will initially remain open for a minimum of two months.

Norton is being advised by legal adviser HopgoodGanim.
Kalgoorlie Mining Company is being advised by legal adviser Steinepreis Paganin.

Dianmin Chen James Croser
Chief Executive Officer Managing Director
+61 8 9263 9700 +61 8 9444 6005
Media: Annette Ellis Cannings Purple
+61 8 6314 6300 aellis@canningspurple.com.au

RECOMMENDED TAKEOVER OFFER FOR KALGOORLIE MINING COMPANY LIMITED BY NORTON GOLD FIELDS LIMITED

Table 1. Kalgoorlie Mining Company - Resource Breakdown at Bullant Gold Project

Note: Bullant Mine figures are reported against a 3.0g/t cut off.

Wattle Bird Open Pit figures are reported against a 1.0g/t cut off. Figures have been rounded; as a result minor errors may occur.

Table 2. Kalgoorlie Mining Company - Underground Mining Reserve at Bullant Gold Mine

Note: Rounding conforming to JORC to appropriate levels of precision may cause minor computational errors.

COMPETENT PERSONS STATEMENT

1 The information in this report that relates to Mineral Resources and Exploration Results is based on information compiled by Mr. Trevor Eddie (BSc Geol) who is a member of the Australasian Institute of Mining and Metallurgy ("AusIMM") and is bound by and follows the Institute's codes and recommended practices. Mr. Eddie is a full-time employee of Kalgoorlie Mining Company Bullant Pty Ltd (Kalgoorlie Mining Ltd). He has sufficient experience which is relevant to the styles of mineralisation and types of deposits under consideration and to the activities being undertaken to qualify as a Competent Person as defined in the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr. Eddie consents to the inclusion on this information in the form and context in which it appears in this report.

2The information in this report to which this statement is attached, that relates to Ore Reserves, is based on information com piled by Mr Denis Grubic, who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Grubic is an independent consultant employed by Rock Team Pty Ltd. Mr Grubic has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Grubic consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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RECOMMENDED TAKEOVER OFFER FOR KALGOORLIE MINING COMPANY LIMITED BY NORTON GOLD FIELDS LIMITED

APPENDIX C- BIO IMPLEMENTATION DEED

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