General Mining : 12 July 2016 - Supplementary Target's Statement

Microsoft Word - 1781268705_1.docx

12 July 2016

Squire Patton Boggs (AU) Level 21, 300 Murray Street GPO Box A39

Perth WA 6837

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Christopher Rosario

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Partner: Simon Rear

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simon.rear@squirepb.com

Australian Securities Exchange Level 40, Central Park

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Dear Sir/Madam

OFF-MARKET TAKEOVER BID FOR GENERAL MINING CORPORATION LIMITED (ACN 125 721 075) - FIRST SUPPLEMENTARY TARGET'S STATEMENT

We act for General Mining Corporation Limited (ACN 125 721 075) (General Mining).

Galaxy Resources Limited (ACN 071 976 442) has made an off-market takeover bid for all of the issued shares in General Mining that it does not already own (Bid). In connection with the Bid, General Mining lodged a Target's Statement with ASIC and ASX on 22 June 2016.

In accordance with section 647(3)(b) of the Corporations Act 2001 (Cth), please find enclosed a copy of General Mining's First Supplementary Target's Statement dated 12 July 2016.

If you have any questions, please contact Simon Rear of this office on simon.rear@squirepb.com or +61 8 9429 7483.

Yours faithfully

Squire Patton Boggs (AU)

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017-8126-8705/1/AUSTRALIA

GENERAL MINING CORPORATION LIMITED (ACN 125 721 075) FIRST SUPPLEMENTARY TARGET'S STATEMENT ACCEPT Your Directors unanimously recommend that you ACCEPT the Takeover Bid from Galaxy Resources Limited in the absence of a Superior Proposal

This First Supplementary Target's Statement has been issued in relation to the off-market takeover bid made by Galaxy Resources Limited for all of the ordinary fully paid shares in General Mining Corporation Limited that it does not already own and supplements the Target's Statement lodged with the Australian Securities and Investments Commission on 22 June 2016.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT HOW TO DEAL WITH THIS DOCUMENT, YOU SHOULD CONTACT YOUR STOCKBROKER, FINANCIAL ADVISER OR LEGAL ADVISER IMMEDIATELY.

Legal adviser to General Mining Financial adviser to General Mining

017-8126-7243/4/AUSTRALIA

1. IMPORTANT INFORMATION

2. Nature of this document

   This document is a supplementary target's statement prepared by General Mining Corporation Limited ACN 125 721 075 (General Mining) under section 644 of the Corporations Act 2001 (Cth) and dated 12 July 2016 (First Supplementary Target's Statement). This First Supplementary Target's Statement is prepared in relation to the off-market takeover bid by Galaxy Resources Limited (ACN 071 976 442) (Galaxy) for all the ordinary shares in General Mining that it does not own (Offer).

   This document supplements, and should be read together with, the Target's Statement lodged by General Mining with the Australian Securities and Investments Commission (ASIC) on 22 June 2016 (Original Target's Statement). Neither ASIC nor any of its officers take any responsibility for its contents.

   This First Supplementary Target's Statement prevails over the Original Target's Statement to the extent of any inconsistency

3. Capitalised terms

   Capitalised terms used in this First Supplementary Target's Statement have the meaning given in Section 12 of the Original Target's Statement, unless the context otherwise requires.

4. SECOND DEFINITIVE OFFTAKE AGREEMENT

   On 8 March 2016, General Mining announced a Sales and Distribution Agreement with Mitsubishi Corporation and two Chinese offtake parties for 100% of the spodumene production from Mt Cattlin. Formal documentation was completed with one of the offtake parties on 18 May 2016 for the sale of 30,000 tonnes of spodumene concentrate in 2016 at a price of USD$600/tonne, 50% payable in advance. The first USD$9 million pre-payment was received by General Mining on behalf of the joint venture in May 2016.

   General Mining can now confirm that it has signed a second definitive offtake agreement with Mitsubishi Corporation and another Chinese offtake party for the sale of 15,000 tonnes of spodumene concentrate in 2016 at a price of USD$600/tonne, 50% payable in advance. GMM also confirms that it has received the USD$4.5 million pre-payment, as detailed in General Mining's ASX announcement dated 12 July 2016, which is attached as Annexure 1.

5. FIRST QUARTERLY PAYMENT UNDER ACQUISITION AND DEVELOPMENT AGREEMENT

   General Mining can also confirm that it has now paid to Galaxy the first A$1.5 million quarterly instalment of the A$6 million per annum progress payment due on the Mt Cattlin Project, in accordance with the Acquisition and Development Agreement entered into with Galaxy.

6. OFFER PERIOD

   The Offer will close at 5pm (WST) on Friday 29 July 2016 unless extended by Galaxy.

7. HOW TO ACCEPT THE OFFER

   Section 1.4 of the Bidder's Statement and the relevant Acceptance Form that accompanies the Bidder's Statement contain details on how to accept the Offer made to you.

8. AUTHORISATION

9. This First Supplementary Target's Statement has been approved by a resolution passed by the Directors of General Mining. All Directors voted in favour of that resolution.

   Dated 12 July 2016

   Signed for and on behalf of General Mining by:

   Mr Michael Fotios

   Executive Chairman

   General Mining Corporation Limited