RYOWA II GPS PTY. LIMITED

Mayfair Corporation – Phosphate Hill

Ryowa II GPS Pty Ltd (Ryowa) proposes to acquire: all or substantially all of the assets of the Phosphate Hill fertiliser mine and manufacturing plant (Phosphate Hill), and 100% of the issued share capital in PH Queensland Gas Pty Ltd (PHQG), from Dyno Nobel Limited (DNL) and Southern Cross Operations Pty Ltd (SCO) (collectively, the Sellers) through an Asset Purchase Agreement. Ryowa's ultimate parent company, Mayfair Australia Corporation Pty Ltd (Mayfair Corporation), is an Australian energy and resources company.  Ryowa seeks to enter the agriculture industry through the acquisition of Phosphate Hill. Ryowa currently owns a minority interest in the Gladstone Power Station. Phosphate Hill is a fertiliser manufacturing plant located in Queensland. PHQG owns a minority interest in an undeveloped gas tenement in Queensland’s Surat Basin. DNL is an international explosive manufacturing business. In Australia, DNL manufactures and supplies commercial explosives and provides commercial blasting services. SCO is a wholly owned subsidiary of DNL which operates in the fertiliser manufacturing business. The Sellers seek to exit from Phosphate Hill to complete DNL's separation from its fertiliser endeavours.