MXX Mineral Sec

RNS Number:2385N
Mineral Securities Limited
04 February 2008


                           Mineral Securities Limited

                    Further re Merger with CopperCo Limited


 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
   IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
                               SUCH JURISDICTION


Further to the announcement on 29 January 2008 about the proposed merger of
Mineral Securities Limited and CopperCo Limited, there follows the text of a
letter being posted to Mineral Securities Limited's shareholders today


31 January 2008


Dear Shareholder

PROPOSAL TO MERGE MINERAL SECURITIES LIMITED WITH COPPERCO LIMITED

On 29 January 2008, Mineral Securities Limited ("Minsec" or the "Company")
announced details of a proposed merger (the "Merger") of Minsec with CopperCo
Limited ("CopperCo"), to create a diversified global resources company, with
interests in base and precious metals including copper, zinc, lead, platinum and
gold. CopperCo is Australia's third largest pure copper-cathode producer, with
substantial production and exploration assets which are complementary to our
existing portfolio. In particular, CopperCo's Lady Annie project is adjacent to
the Lady Loretta lead/zinc project (in which Minsec has a 25% interest) which
brings significant potential for synergy realisation.

For more information on CopperCo visit www.copperco.com.au.

The Merger will take place by way of a recommended takeover offer by CopperCo
for all of the shares in Minsec (the "Offer", see below).

The expanded group ("New CopperCo") will continue to implement Minsec's strategy
of reducing the number of non-key holdings through divestment to realise cash
which can then be applied to key assets, value enhancing acquisitions and
selected exploration.

Benefits of the Merger to Minsec shareholders

We believe the Merger to be in Minsec shareholders' best interests because:

1.  it is a logical development for both companies and brings together an 
    exciting pool of assets, an almost unique blend of base and precious metals
    projects;

2.  CopperCo brings a stable cash-producing asset (Lady Annie) into the
    portfolio;

3.  New CopperCo will have an enlarged equity market presence, enhancing
    access to capital and positioning the company to pursue further 
    consolidation opportunities in base and precious metals;

4.  it will pool the companies' skilled human resources when skills are at a
    premium globally;

5.  the combined portfolio of assets will have an exposure to robust
    commodity pricing looking forward and include a range of commodities with
    counter-cyclical pricing relationships;

6.  the Merger is expected to unlock some of the latent value in Minsec's
    assets; and

7.  New CopperCo's expanded share capital should be more liquid and more
    attractive to institutional investors.

Unanimous recommendation by the Independent Directors

The independent directors of Minsec, Robert Champion de Crespigny AC, Sir Bruce
McPhail, Nigel Hamway and Stephen Phipps (the "Independent Directors")
unanimously recommend and will continue to recommend that Minsec shareholders
accept the Offer unless:

1.     there is a superior proposal;

2.     there is a material adverse change in CopperCo; or

3.     Cutfield Freeman, the independent expert engaged by Minsec, concludes
       that the Offer is not fair and reasonable.

As directors of both Minsec and CopperCo with interests in both companies, Keith
Liddell and Hon. John Moore AO, have not made a recommendation in respect of the
Offer.

Each of Minsec's Directors intends to accept the Offer in respect of all of the
shares that he controls. At present no Minsec Director has entered into a
legally binding irrevocable undertaking with CopperCo in respect of the Minsec
shares he controls.

Offer Terms

CopperCo will offer 2.2 CopperCo shares (the "Consideration Shares") for each
Minsec ordinary share. Based on the closing price of CopperCo shares on the
Australian Securities Exchange ("ASX") of A$0.65 on 25 January 2008, the Offer
values each Minsec share at A$1.43. This equates to a premium of 2.1% to A$1.40,
the price at which Minsec shares last traded on ASX on the same day. The equity
value of Minsec implied by the Offer is approximately A$242 million or
approximately A$268 million on an enterprise value basis.

The material conditions to which the Offer is still subject are:

1.     acceptance by holders of at least 80% of Minsec's shares;

2.     approval by CopperCo shareholders of various aspects of the transaction;

3.     unconditional consent to the Merger under the Australian Foreign
       Acquisitions and Takeovers Act 1975 (Cwlth);

4.     no material adverse change in Minsec;

5.     Platmin Limited's share price not falling to 75% or less of the average
       for the 20 trading days ended 29 January 2008 for 20 consecutive days; 
       and

6.     Consent from CopperCo's lenders;

plus various other conditions, most of which are standard to a transaction of
this type. More details can be found in the announcement (including the full
Bidding Agreement which contains all the conditions to the Offer) which is
available on the following websites: www.mineralsecurities.com; www.asx.com.au;
www.londonstockexchange.com.

When the offer document is despatched to Minsec shareholders, CopperCo will
separately offer to acquire or cancel unexercised Minsec options in
consideration for CopperCo shares, conditional upon the Offer becoming
unconditional and a number of other conditions.

Application will be made to list the Consideration Shares on ASX.

If the Merger proceeds it is intended that:

  * The initial combined Board will comprise all six existing Minsec
    directors (two of whom are also directors of CopperCo) and the three
    CopperCo directors who are not currently on the Board of Minsec;

  * Brian Rear, the current Managing Director of CopperCo, will become
    Managing Director of New CopperCo with primary responsibility for the base
    metals division;

  * Keith Liddell, the current Chief Executive Officer of Minsec (and also
    the current Non-Executive Chairman of CopperCo) will become the Chief 
    Executive Officer of New CopperCo with primary responsibility for the 
    precious metals division; and

   * Robert Champion de Crespigny AC, the current Chairman of Minsec will be
     Chairman of New CopperCo.

Next Steps

Current indications are that the Offer will become unconditional in mid to late
April 2008 and we shall keep you informed of progress.

This letter is not intended to and does not constitute or form part of an offer
or an invitation to purchase any securities. You need take no action until,
probably in mid-March, you receive a copy of the offer document containing
further detailed information on the Offer and how to accept it, together with
the Independent Directors' recommendation to accept the Offer. This document
will also be available on the Company's website www.mineralsecurities.com.

Should you have any questions arising from the contents of this letter or the
announcement please contact us via the London or Perth offices.

Yours faithfully

Robert Champion de Crespigny AC Keith Liddell

Chairman Chief Executive Officer


                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
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