AOR apollo series 2013-1 trust

Tell Jay to stick his offer

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    On 27 May you launched an unsolicited takeover for AurionGold which
    valued our company at A$2.0 billion, or A$4.51 per share. Since this
    announcement your share price has fallen significantly, making the
    value of your offer uncertain. At the close of business last Friday
    your scrip offer valued our shares at just A$3.47 per share. This is
    lower than the A$3.48 at which our shares were trading just before
    the offer was announced!

    Let me give you a snapshot of where AurionGold was before your offer
    was tabled. AurionGold shareholders were looking forward to among
    other things:

    * the benefits of 100% Of the company's extensive Kalgoorlie

    * a 100% share of AurionGold's gold production of around one million
    ounces per year;

    * fully franked dividends of around one-third to one-half of
    operating profits; and

    * continued exposure to a major Australian company with a proven
    track record.

    AurionGold has since announced several significant developments;

    * an increase in the forecast profit to A$63 million for 2001/02;

    * a material increase in reserves and resources to 7.7 million ounces
    and 25 million ounces respectively; and

    * potential for further cost savings and synergy benefits of A$8
    million per year from Kalgoorlie, which would bring annual savings to
    A$23 million.

    By way of comparison, at market close last week the Placer Dome share
    price had fallen from US$14.27 to US$11.21. This means that the
    Placer Dome offer valued AurionGold at A$450 million less than it did
    at the time of launch, and it represented NO premium to our pre-offer
    trading level.

    Through your scrip offer you are asking our shareholders to exchange
    their AurionGold shareholding for an interest of less than 20% in
    Placer that:

    * dilutes their exposure to our strategic Kalgoorlie holdings from
    100% to less than 20%;

    * exposes them to new risks associated with the Placer Dome assets in
    countries with higher sovereign risk than Australia;

    * means that, on an historical basis, they will receive a
    significantly lower dividend payout which is unfranked and subject to
    Canadian withholding tax; and

    * reduces their 100% share of 1 million ounces of annual production
    to less than a 20% share of about 3.6 million ounces.

    Placer Dome's offer does not adequately compensate AurionGold
    shareholders for this dilution and risk, nor does it equitably share
    your stated synergy benefits with AurionGold shareholders.

    As you are aware, the AurionGold Board has recommended that, at this
    time, our shareholders do not accept your offer. This Position is
    described in the Target's Statement that was sent to our shareholders
    on 26 June, and that we have encouraged them to read in full.

    Jay, your bid is nowhere near the A$4.51 value you quoted when you
    presented the offer to the investment community on 29 May, 2002. You
    cannot even argue about a significant gold price fall, since the AS
    gold price, and the US$ gold price, have fallen by less than 5% since
    the offer was announced.

    By 4 July you have to make a decision about extending the bid.

    I suggest that if you wish to clearly demonstrate to AurionGold
    shareholders that you are serious, you should make a material
    improvement to your offer in order to compensate them for the
    reduction in the value of your offer and the dilution of ownership of
    AurionGold assets, and to provide a more equitable sharing of synergy

    T Burgess,
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