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Building a diversified carbon steel business Investor Presentation 7 August 2007

Building a diversified carbon steel business Investor Presentation 7 August 2007. Forward Looking Statement. THIS DOCUMENT MAY NOT BE DISTRIBUTED IN THE UNITED STATES OR TO ANY US PERSON

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Building a diversified carbon steel business Investor Presentation 7 August 2007

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  1. 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.

  3. 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 M&A opportunities

  4. Corporate Overview Capital Structure Independent Expert’s 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.

  5. Frances Creek Enters Production Commenced production in June 2007 First railing of high grade iron ore in July 2007

  6. Territory Re-rated as Milestones Achieved 19 Jun 07 Commenced first production at Frances Creek 17 Jul 07 Announced Bid for ConsMin 20 Jul 07 Railed first ore to Darwin 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 Aug 07 Secures life-of-mine off-take agreement with Noble 2 Jul 07 Enters HoA on the Tambao manganese project in Burkina Faso 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

  7. Accessing Strong Global Demand • Chinese demand for iron remains exceptionally strong • Backed by Noble Group, the world’s largest non-producer provider of Iron Ore • “Win – win” marketing and off-take agreement in place Noble’s Iron Ore Volumes (million MT) Source: Noble Group

  8. Territory’s $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 Committed Funding • Noble Group – $150 million equity² • DCM DECOmetal – $75 million equity² • Lehman Brothers – $100 million convertible bonds ² –$320 million bridge facility Key Conditions 90% minimum acceptance No material adverse change Regulatory approvals 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.

  9. $937 Million Fully Funded Offer ConsMin Share Price ($) 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 Expert’s Report dated 28 June 2007 based on the midpoint CSM value (ex dividend).

  10. Superior Value on all Measures Territory offer price: $3.555 18% Premium 7% Premium 10% Premium 39% Premium CurrentBid 58% Premium RevisedScheme OriginalScheme 4 ¹ PricewaterhouseCoopers Supplementary Independent Expert’s Report dated 7 June 2007 based on the midpoint CSM value (ex dividend). ² PricewaterhouseCoopers Supplementary Independent Expert’s Report dated 28 June 2007 based on the midpoint CSM value (ex dividend). ³ Based on equity analyst’s 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.

  11. DCM and Noble trade 75% to 80% of ConsMin’s manganese and 100% of its chromite Hold approximately 12% of ConsMin between them Global Investor Group Territory’s financial partners have committed $620 million cash International leader in trade of ores, ferro alloys, noble alloys and metals, worldwide Leading manager in the global supply chain of agricultural, industrial and energy products Enterprise value of US$4.3b with cash of US$600 million Global investment bank, headquartered in New York Listed on the NYSE with a market capitalisation of $32 billion Knowledgeable strategic investors

  12. 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 Kiernan’s Tenure Graph depicts the value of a $10,000 investment in ConsMin from Michael Kiernan becoming Managing Director in 31 March 1998 until Michael Kiernan’s announced decision to retire as Managing Director on 18 October 2005.

  13. Territory’s 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 • 1Mt–2Mt manganese producer • 250Kt–500Kt chromite producer • Ramp up exploration and development activities

  14. 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

  15. Territory Resources Purple Communications Michael Kiernan Chairman Ph: (+61 8) 9324 7002Email:mlk@crawleyinvestments.com.au Warrick Hazeldine Ph: (+61 8) 9485 1254 Fax: (+61 8) 6263 0455 Email:whazeldine@purplecom.com.au www.territoryresources.com.au

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