Building a diversified carbon steel business

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• Building a diversified carbon steel business
• Investor Presentation
• 7 August 2007

2
Forward Looking Statement

• THIS DOCUMENT MAY NOT BE DISTRIBUTED IN THE
  UNITED STATES OR TO ANY US PERSON
• This presentation was prepared by Territory
  Resources Limited ABN 53 100 552 118
  ("Territory) and contains information regarding
  the proposed institutional placement ("Offer) of
  securities in Territory. All information
  contained in this document (including this
  notice) and discussed at the presentation
  ("Information) is confidential. By receiving
  the Information and attending the presentation
  you are deemed to agree that you will hold the
  Information in strict confidence, and keep it
  secret, and not reproduce, disclose or distribute
  the Information to any third party or publish the
  Information for any purpose. The Information is
  being provided to you as, and by receiving this
  document you will be deemed to have represented
  and warranted that you are
• (a) if you are in Australia, a professional
  investor or sophisticated investor (as those
  terms are defined in s708 of the Corporations Act
  2001 (Cwlth) ("the Corporations Act)) or other
  person specified in s708 of the Corporations Act
  who does not need to be given a prospectus or
  other disclosure document under Chapter 6 of the
  Corporations Act to lawfully receive an offer or
  recommendation to acquire securities in
  Territory or
• (b) if you are outside Australia (i) you are not
  in the United States or a US person (as defined
  in Rule 902(k) under the United States Securities
  Act of 1933, as amended ("US Securities Act))
  nor acting for the account or benefit of a US
  Person and (ii) you are a person to whom an
  invitation or offer to subscribe for securities
  in Territory and any issue of such securities is
  permitted by the laws of the jurisdiction in
  which you are situated without the need for any
  registration, lodgment or other formality.
• This document is not a product disclosure
  statement or prospectus for the purposes of the
  Corporations Act and does not constitute an
  offer, invitation, solicitation or recommendation
  in relation to the subscription, purchase or sale
  of securities or other securities in any
  jurisdiction and neither this document nor
  anything in it shall form the basis of any
  contract or commitment. The securities of
  Territory have not been and will not be
  registered under the US Securities Act or the
  securities laws of any state of the United States
  and may not be offered or sold in the United
  States or to, or for the account or benefit of,
  US persons (as defined in Rule 902(k) under the
  US Securities Act). No public offering of the
  securities discussed herein is being made in the
  United States. No responsibility is accepted by
  Territory or any of its directors, officers,
  employees, agents or affiliates, nor any other
  person, for any of the Information or for any
  action taken by you on the basis of the
  Information or opinions expressed in the course
  of this presentation. This presentation does not
  constitute investment, legal, taxation or other
  advice and the presentation does not take into
  account your investment objectives, financial
  situation nor particular needs. You are
  responsible for forming your own opinions and
  conclusions on such matters and should make your
  own independent assessment of the Information and
  the Offer and seek independent professional
  advice in relation to the Information and to any
  action taken on the basis of the Information.
• Territory has prepared this presentation based on
  the information available to it. None of
  Argonaut or Lehman Brothers or any of their
  respective directors, agents, officers, employees
  or affiliates have authorised this presentation
  or are responsible for the issue or making of any
  statement or contents of this presentation.
  Except as required by law, no representation or
  warranty, express or implied, is made by
  Territory, Argonaut or Lehman Brothers as to the
  fairness, accuracy, completeness or correctness
  of the Information, opinions and conclusions, or
  as to the reasonableness of any assumption
  contained in this presentation. By receiving the
  Information and to the extent permitted by law,
  you release Territory, Argonaut or Lehman
  Brothers and their respective directors,
  officers, employees, agents and affiliates from
  any liability (including, without limitation, in
  respect of direct, indirect or consequential loss
  or damage or loss or damage arising by
  negligence) arising as a result of the reliance
  by you or any other person on anything contained
  in or omitted from this presentation. The
  forward looking statements included in this
  presentation involve subjective judgment and
  analysis and are subject to significant
  uncertainties, risks and contingencies, many of
  which are outside the control of, and are unknown
  to, Territory, Argonaut or Lehman Brothers and
  their respective directors, officers, employees,
  agents or affiliates. Actual future events may
  vary materially from the forward looking
  statements and the assumptions on which those
  statements are based. Given these uncertainties,
  you are cautioned to not place undue reliance on
  such forward looking statements. The
  distribution of this document outside Australia
  may be restricted by law.
• In particular, this document or any copy of it
  must not be taken into or distributed or released
  in the United States or distributed or released
  to any US Person as defined in the US Securities
  Act. Persons who come into possession of this
  document should seek advice on and observe any
  such restrictions. Any failure to comply with
  such restrictions may constitute a violation of
  applicable securities laws.

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Building a Diversified Carbon Steel Business

• Led by the team that transformed ConsMin into a
  near 1b company
• Financial backing from Noble Group, DCM DECOmetal
  and Lehman Brothers
• Significantly re-rated after bringing Frances
  Creek mine into production (first year expected
  production of 1.5 mtpa of iron ore)
• Growth through exploration excellence and MA
  opportunities

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Corporate Overview
Capital Structure
Independent Experts View
We consider the value of Territory to be
between 0.98 and 1.08 which closely
corresponds to the price underlying the upcoming
investment of 200m shares at 1 by Noble, DCM,
and Lehman. BDO Valuation Report, 31 July 2007
VWAP Analysis
Shareholders
Noble Group 21
Remaining TTY Shareholders 46
Directors
Kiernan 9
OM Holdings Ltd 13
Westoz Investment Company Ltd 5
Confluence Asset Management Ltd 6
¹ As at 3 August 2007.
² As at June 30, including 0.4m in option
proceeds.
³ As per the BDO Valuation Report dated 31 July
2007.
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Frances Creek Enters Production

• Commenced production in June 2007
• First railing of high grade iron ore in July 2007

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Territory Re-rated as Milestones Achieved
19 Jun 07 Commenced first production at Frances
Creek
20 Jul 07 Railed first ore to Darwin
17 Jul 07 Announced Bid for ConsMin
3 Aug 07 Independent TTY valuation released
7 Mar 07 Agreement with NLC and traditional land
owners, 13 additional mining leases granted
31 May 07 Name change to Territory Resources.
Crawley Placement approved
28 Feb 07 Enter life-of-mine marketing agreement
with Noble Group
6 Jul 07 Reaches agreement with Arafura
Resources to acquire three of its tenements.
Future royalty obligations terminated
2 Jul 07 Enters HoA on the Tambao manganese
project in Burkina Faso
2 Aug 07 Secures life-of-mine off-take agreement
with Noble
27 Mar 07 Agreement with Freight Link to provide
rolling stock and rail transport
6 Feb 07 Announced 30m Placement to Crawley
Resources
Source IRESS
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Accessing Strong Global Demand

• Chinese demand for iron remains exceptionally
  strong
• Backed by Noble Group, the worlds largest
  non-producer provider of Iron Ore
• Win win marketing and off-take agreement in
  place

Nobles Iron Ore Volumes
(million MT)
Source Noble Group
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Territorys 3.55 Offer for ConsMin

• 3.55 value per CSM share¹
• 2.00 cash 1.5 TTY shares for every 1 CSM share
• Total transaction value of 937 million¹

Consideration

• Noble Group 150 million equity²
• DCM DECOmetal 75 million equity²
• Lehman Brothers 100 million convertible bonds
  ²
• 320 million bridge facility

Committed Funding

• 90 minimum acceptance
• No material adverse change
• Regulatory approvals

Key Conditions
Listings

• ASX

1 Based on Preferred Case in updated independent
valuation report by BDO and released to the ASX
on 3 August 2007. 2 Equity committed at 1 per
TTY share.
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937 Million Fully Funded Offer
ConsMin Share Price ()
Privat builds up 13.5 stake
Territory offer price 3.551
Pallinghurst 3.30
IndependentExpert Range2 2.32 - 2.77
1 Based on Preferred Case in updated independent
valuation report by BDO and released to the ASX
on 3 August 2007. 2 PricewaterhouseCoopers
Supplementary Independent Experts Report dated
28 June 2007 based on the midpoint CSM value (ex
dividend).
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Superior Value on all Measures
Territory offer price 3.555
18 Premium
7 Premium
10 Premium
39 Premium
CurrentBid
58 Premium
RevisedScheme
OriginalScheme
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¹ PricewaterhouseCoopers Supplementary
Independent Experts Report dated 7 June 2007
based on the midpoint CSM value (ex dividend). ²
PricewaterhouseCoopers Supplementary Independent
Experts Report dated 28 June 2007 based on the
midpoint CSM value (ex dividend). ³ Based on
equity analysts estimates. 4 VWAP to 3 August
2007. 5 Based on Preferred Case in updated
independent valuation report by BDO and released
to the ASX on 3 August 2007.
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Global Investor Group
Territorys financial partners have committed
620 million cash

• Leading manager in the global supply chain of
  agricultural, industrial and energy products
• Enterprise value of US4.3b with cash of US600
  million

• International leader in trade of ores, ferro
  alloys, noble alloys and metals, worldwide

• Global investment bank, headquartered in New York
• Listed on the NYSE with a market capitalisation
  of 32 billion

Knowledgeable strategic investors

• DCM and Noble trade 75 to 80 of ConsMins
  manganese and 100 of its chromite
• Hold approximately 12 of ConsMin between them

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Proven Track Record

• Noble, DCM and Michael Kiernan are the original
  team that led ConsMin for almost a decade
• Together we created a near 1b company
• During this time, a 10,000 investment became
  133,750
• The team are ready to do it again

ConsMin Shareholder Value Created During Michael
Kiernans Tenure
Graph depicts the value of a 10,000 investment
in ConsMin from Michael Kiernan becoming Managing
Director in 31 March 1998 until Michael Kiernans
announced decision to retire as Managing Director
on 18 October 2005.
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Territorys Vision for the Combined Group

• The next step in building a 2.5b carbon
  commodity supplier
• Install hands on board and management
• Focus the business on bulk carbon commodities
• Divest Jabiru shareholding
• Turnaround Nickel operations prior to divestment
• Diversify with mineral sands exposure,
  particularly zircon
• Digging and delivering
• Refocused group will be cashed up post
  divestments
• Significantly grow production
• 10Mt per year iron ore producer
• 1Mt2Mt manganese producer
• 250Kt500Kt chromite producer
• Ramp up exploration and development activities

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Summary

• Territory has achieved a significant capital
  market re-rating
• Enters iron ore production
• BDO values Territory at 1.03 per share
  (Preferred Case)
• 937 million fully funded offer
• Delivers ConsMin shareholders 3.55 value per
  share and a ticket to ride
• Significant premium across all measures
• Led by the original team that built ConsMin into
  a near 1b company
• Backed by Noble Group, DCM DECOmetal and Lehman
  Brothers with 645 million cash
• Refocused group will be cashed up post
  divestments
• Building a well capitalised open pit surface
  miner with vision

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Territory Resources
Purple Communications
Michael Kiernan Chairman Ph (61 8) 9324
7002Email mlk_at_crawleyinvestments.com.au
Warrick Hazeldine Ph (61 8) 9485 1254 Fax
(61 8) 6263 0455 Email whazeldine_at_purplecom.com.
au  
www.territoryresources.com.au