Mitsubishi Corporation

Press Room

November 24, 2011

MDP to acquire Murchison's interests in Crosslands and Oakajee Port and Rail

Mitsubishi Corporation (TSE 8058; LSE MBC, "Mitsubishi") announces that its wholly owned subsidiary, Mitsubishi Development Pty Ltd ("MDP") and Murchison Metals Ltd ("Murchison") have executed a Share and Asset Purchase Agreement for the acquisition of Murchison's interests in Crosslands Resources Ltd ("Crosslands"), which is the owner of the Jack Hills iron ore deposit, and in the associated rail and port infrastructure project in the Mid West region of Western Australia ("Oakajee Port and Rail" or "OPR") (together with Crosslands, the "Projects") for cash consideration of A$325 million (the "Transaction").
MDP and Murchison are each 50% shareholders in Crosslands and each has an effective 50% economic interest in OPR.
Highlights of the Transaction include:
·  MDP to acquire Murchison's interests in Crosslands and Oakajee Port and Rail for cash consideration of A$325 million
·  Transaction paves the way for near term development of the Projects and the broader Mid West region
·  Transaction has the support of the Murchison Board
·  Transaction demonstrates MDP's ongoing confidence in the Mid West region
Details of Transaction/Schedule
MDP and Murchison have agreed that MDP will, subject to satisfaction of certain conditions precedent, acquire all of Murchison's interests in the Projects for cash consideration of A$325 million. Completion of the Transaction will remove MDP's obligation to pay a residual contribution to Crosslands due under the existing arrangements with Murchison made in June 2007.
The acquisition of Murchison's interests in the Projects will require approval by ordinary resolution of Murchison's shareholders at an Extraordinary General Meeting. It is currently expected that the Extraordinary General Meeting will be held by 15 February 2012, with completion of the Transaction expected by 31 March 2012. 
Impact on Mitsubishi's consolidated earnings
The Transaction is not expected to have a material impact on Mitsubishi's consolidated earnings for the current period.
Key Benefits/Rationale
The Transaction paves the way toward the construction and operation stages of the Projects and in doing so, removes uncertainty for the current employees and contractors of Crosslands and OPR. Following completion of the Transaction, MDP will support Crosslands and OPR in recommencing key activities, including finalisation of feasibility studies and obtaining necessary approvals for the Projects.
When appropriate and in due course, MDP intends to introduce a suitably capitalised partner(s) or investor(s) to take up the interests acquired through the Transaction. The introduction of such partner(s) will assist funding of the Projects and re-engagement with OPR Foundation Customers.
Conditions to the Transaction
MDP recognises that time is of the essence to ensure Project development can continue smoothly. As such, the agreed Transaction has limited conditions, including:
·  No material adverse change in the value of OPR and Crosslands as a result of intentional or reckless actions by Murchison;
·  Murchison shareholder approval;
·  Novation of key contracts relating to the Oakajee Port and Rail project (including the existing State Development Agreement with the Western Australian Government);
·  Obtaining Foreign Investment Review Board ("FIRB") approval;
·  Obtaining all other regulatory approvals;
·  Settlement of the current outstanding legal claim; and
·  Release of all encumbrances over the shares and assets to be acquired.
Mitsubishi is being advised by Macquarie Capital and Mallesons Stephen Jaques.
Schedule A – Company Details
Outline of Company Acquired (Crosslands)
(1) Company name
Crosslands Resources Ltd
(2) Location
18 Richardson Street, West Perth, Western Australia 6005
(3) Representative
Andrew Caruso (CEO)
(4) Business
Management of Jack Hills Stage 1 iron ore operation, as well as development of the Jack Hills Expansion Project in the Mid-West region of Western Australia.
(5) Capital
A$385 million (As of end of June 2011)
(6) Established
30 August 1993
(7) Shareholder and shareholding
Before acquisition
Murchison Metals Ltd          50%
Mitsubishi Development Pty Ltd 50%
After acquisition
Mitsubishi Development Pty Ltd 100%
(8) Relationship between Mitsubishi and Crosslands
Mitsubishi has been a 50% shareholder of Crosslands through its wholly owned subsidiary MDP since 2007.  Mitsubishi currently has three representatives on the Board of Directors.
(9) Consolidated operating results and consolidated financial position for the most recent three years of Crosslands
(A$ million under AIFRS : As of end of June 2011 / June 2010 / June 2009)
1. Net assets :
2. Gross assets :
3. Net assets per share : 
A$ 0.81
4. Sales :
5. Operating profits :
6. Ordinary profits :
7. Net profits :
8. Net profits per share :
9. Dividend per share :
A$ 0.00
Outline of Seller (Murchison) (As of 30 June 2011)
(1) Company name
Murchison Metals Ltd
(2) Location
5 Ord Street, West Perth, Western Australia 6005
(3) Representative
Greg Martin (Managing Director)
(4) Business
Iron ore exploration and mining
(5) Capital
A$243 million
(6) Established
18 April 1997
(7) Net assets
A$226 million
(8) Total assets
A$258 million
(9) Major shareholders and shareholdings
POSCO Australia 13.9%, JP Morgan Nominees Australia 9.4%, National Nominees 6.5% (As of 16 September 2011)
(10) Relationship between Mitsubishi and Murchison
Murchison is MDP’s joint venture partner in Crosslands and OPR since 2007. Murchison owns 50% of Crosslands shares and 50% economic interest in OPR
Schedule B: Project Structure
Existing MDP and Murchison Mid West project structure.

Inquiry Recipient

Mitsubishi Corporation
Telephone:+81-3-3210-2171 / Facsimile:+81-3-5252-7705