Zhongjin Lingnan’s Proposal to Increase Ownership Interest in Perilya to 100%

Perilya has received a proposal from its major shareholder Zhongjin Lingnan Mining (HK) Company Limited (“Zhongjin”), which if approved and implemented would result in Zhongjin’s current 53.37% majority interest in Perilya increasing to 100%.

Zhongjin’s proposal is to acquire all the outstanding shares in Perilya that it does not already own by way of a Court approved Scheme of Arrangement.

If the proposal is approved and implemented, Perilya’s non-Zhongjin related minority shareholders (“Minority Shareholders”) will receive cash consideration of $0.35 for each Perilya share that they own.

The proposal is subject to a number of conditions including that it be approved by Minority Shareholders at a “Scheme Meeting” convened by the Company.  At the Scheme Meeting (anticipated to be held in late November/early December 2013), a majority in number of Minority Shareholders voting (in person or by proxy), and who represent at least 75% of total votes cast, must approve the proposal for it to proceed.  The proposal is also subject to Foreign Investment Review Board (FIRB) approval and other Australian and Chinese regulatory approvals.

If Minority Shareholders approve the proposal, it will be submitted to the Federal Court of Australia for review and endorsement.

Perilya’s non-Zhongjin associated directors (Patrick O’Connor and Anna Liscia and Paul Arndt) unanimously support the proposal, in the absence of a superior proposal and subject to the Independent Expert concluding that the proposal is in the best interests of Minority Shareholders.

If this proposal proceeds and is implemented, Zhongjin intends to continue its strong support for the Company’s mining operations in Australia and the Dominican Republic and use its financial strength to underpin the Company’s investment and development plans.

If this proposal does not proceed, Perilya will continue to remain listed on the ASX, decisions in relation to the future of the Company will continue to be taken by the Perilya Board, there will not be any immediate impact on Perilya employees, and to the extent economically feasible, there will not be any immediate impact on the Company’s mining operations in Australia and the Dominican Republic.

For further details, please see the Company’s announcement released to the ASX at: