Proposed acquisition -12-


The Directors 
Templar Minerals Ltd 
Ogier House 
St Julian's Avenue 
St Peter Port 
Guernsey 
GY1 1WA 
 
The Directors 
Beaumont Cornish Ltd 
2nd Floor, Bowman House 
29 Wilson Street 
London 
EC2M 2 SJ 
                             30 July 2010 
 
 
Dear Sirs, 
 
 
We report on the unaudited pro forma statement of consolidated net 
assets/liabilities as set out in Part V Section B of the Admission Document 
dated 30 July 2010, which has been prepared, for illustrative purposes only, to 
provide information about how the financial transaction might have affected the 
financial information presented. 
 
Responsibilities 
 
It is the responsibility solely of the Directors of Templar Minerals Ltd to 
prepare the pro forma statement of consolidated net assets/liabilities. 
 
It is our responsibility to form an opinion on the pro forma statement of 
consolidated net assets/liabilities and to report our opinion to you.  We do not 
accept any responsibility for any reports previously given by us or any 
financial information used in the compilation of the pro forma statement of 
consolidated net assets/liabilities beyond that owed to those to whom the 
reports were addressed by us at the dates of their issue. 
 
Basis of opinion 
 
We conducted our work in accordance with the Statements of Investment Circular 
Reporting Standards and Bulletin "Reporting on pro forma financial information 
pursuant to the Listing Rules" issued by the Auditing Practices Board.  Our 
work, which involved no independent examination of any of the underlying 
financial information, consisted primarily of comparing the unadjusted financial 
information with the source documents, considering the evidence supporting the 
adjustments and discussing the pro forma statement of consolidated net 
assets/liabilities with the Directors of Templar Minerals Ltd. 
 
Opinion 
 
In our opinion: 
 
(i)         the pro forma statement of consolidated net assets/liabilities has 
been properly compiled on the basis stated; 
(ii)         such basis is consistent with the accounting policies of Templar 
Minerals Ltd; and 
(iii)        the adjustments are appropriate for the purposes of the pro forma 
statement of consolidated net assets/liabilities as disclosed. 
 
Yours faithfully, 
 
Chapman Davis LLP 
Chartered Accountants 
 
 
 
Appendix 5 
 
Consents & Approvals 
 
Chapman Davis LLP have given and not withdrawn its written consent to the 
references to their name in the form and context in which they appear in this 
announcement along with the publication of their letters in respect of the 
Templar accounts for the 9 months ended 31 March 2010 and the Pro-forma net 
assets statement as at that date, as set out in Appendix 4 of this announcement. 
 
 
St Barbara LLP has given and not withdrawn its written consent to the references 
to their name to the form and context in which they appear in this announcement 
and has confirmed that the information set out on the Kermnica Gold Project in 
Part A above has been extracted directly from the Competent Person's Report and 
presented in a manner which is not misleading and provides a balanced view of 
the Competent Person's Report. 
 
 
Keith, Bayley, Rogers & Co Limited have given and not withdrawn its written 
consent to the references to their name in the form and context in which they 
appear in this announcement. 
 
 
The technical information contained in this announcement in relation to Templar 
has been reviewed by Mr. Alastair Clayton, a qualified Geologist. He is the 
Qualified Person who has reviewed the field data. Mr. Clayton has worked for 
over 15 years as a geologist and has sufficient experience relevant to the style 
of mineralisation and type of deposit under consideration and to the activity 
which he is undertaking, to qualify as a Qualified Person for the purposes of 
this announcement. 
 
 
 
                                     PART B 
 
Set out below is information provided in accordance with Rule 2.5 of the City 
Code: 
 
If you are in any doubt about the Acquisition you should consult an independent 
financial adviser authorised under the Financial Services and Markets Act 2000, 
if you are in the United Kingdom, or, if not, from another appropriately 
authorised financial adviser in a territory outside the United Kingdom. 
 
Recommended proposal for the acquisition of Ortac by Templar 
 
Introduction 
 
The board of Templar and the board of Ortac have reached agreement on the terms 
of the recommended acquisition by Templar of the entire issued share capital of 
Ortac to be implemented by means of a scheme of arrangement under Part 26 of the 
Companies Act. 2006. The offer of 66.711966 New Templar Shares for each Ortac 
Share values the existing issued share capital of Ortac at approximately GBP6.75 
million based on the closing share price of Templar of 0.9 pence per share on 29 
July 2010, being the latest practicable date prior to this announcement. 
 
The Scheme Document to be posted to Ortac Shareholders today contains, amongst 
other things, a letter setting out the unanimous recommendation by the Ortac 
Directors to Ortac Shareholders to vote in favour of the Scheme at the Court 
Meeting and in favour of the Special Resolution at the Ortac General Meeting. 
That letter also states that the Ortac Board, which has been so advised by 
Keith, Bayley, Rogers & Co Limited, considers the terms of the Acquisition to be 
fair and reasonable. In providing advice to the Board, Keith, Bayley, Rogers & 
Co Limited has taken into account the commercial assessments of the Ortac Board. 
 
Summary of the Acquisition 
 
Under the terms of the Acquisition, which is subject to the Conditions to 
implementation set out below under the heading "Conditions to the implementation 
of the Scheme and the Acquisition", the Ortac Shares will be cancelled and Ortac 
Shareholders will receive: 
 
for each Ortac Share 66.711966 New Templar Shares 
 
The New Templar Shares to be issued under the Scheme are expected to represent 
approximately 45.5 per cent. of the aggregate issued share capital of Templar as 
enlarged by the acquisition of Ortac. 
 
Fractions of New Templar Shares will not be allotted or issued pursuant to the 
Scheme and the entitlements of Scheme Shareholders will be rounded up or down to 
the nearest whole number of New Templar Shares. 
 
The New Templar Shares will be issued credited as fully paid and will rank pari 
passu in all respects with existing Templar Shares and will be entitled to all 
dividends and other distributions declared, made or paid by Templar by reference 
to a record date on or after the Effective Date. 
 
To become effective, the Scheme requires, amongst other things: 
(a)         approval at the Court Meeting by the necessary majorities of the 
Scheme Shareholders present and voting, either in person or by proxy; 
(b)        the passing of the special resolution at the Ortac General Meeting; 
(c)         the sanction of the Scheme and confirmation of the capital reduction 
of Ortac by the Court at the Court Hearing; 
(d)        the approval of the Acquisition by Shareholders at the GM; 
(e)         Admission of the Enlarged Share Capital; and 
(e)         the satisfaction or waiver of the other Implementation Conditions 
 
Scheme Shareholders are entitled to attend the Scheme Court Hearing in person or 
to be represented at their own expense by counsel to support or oppose the 
sanctioning of the Scheme. 
 
If the Scheme becomes effective, it will be binding on all Ortac Shareholders, 
irrespective of whether or not they attended either or both of the Meetings or 
voted and, if they voted, whether they voted for or against the Scheme at the 
Court Meeting or for or against the Special Resolution at the Ortac General 
Meeting. Furthermore Templar has agreed to appear by counsel at the Scheme Court 
Hearing, to consent thereto and to undertake to the Court to be bound thereby 
and to execute and do or procure to be executed and done all such documents, 
acts and things as may be necessary or desirable to be executed or done by it 
for the purpose of giving effect to the Scheme 
 
 
Management and employees 
The current directors of Ortac are listed in paragraph 2(a) of Section 2 of the 
Scheme document.  Following the Effective Date it is intended that Richard de 
Prilleux Lonsdale-Hands and David Paxton will resign as directors of Ortac. 
 
In addition, upon completion of the Acquisition, Anthony Balme, Vassilios 
Carellas and Dorian Nicol will join the board of Templar as respectively, 
Non-Executive Chairman, Chief Executive Officer and, Non-Executive Director. 
Details of the terms of their engagements are set out in paragraph 6 of Part VI 
of the Document. 
 
If the Acquisition is completed Anthony Balme and Vassilios Carellas will 
respectively be granted as management incentives warrants to subscribe for 
respectively 20 million and 30 million Templar Shares at a subscription price of 
1p per share exercisable until 31 December 2012. The warrants are in line with 
and form part of the incentives that Templar is establishing as appropriate for 
the management of the Enlarged Group.  KBR considers the terms of these 
arrangements to be fair and reasonable. 
 
It is not expected that the Acquisition will have any adverse effect on the 
prospects for the present employees of the Ortac Group or make any material 
changes to their conditions of employment.  In addition Templar have given 
assurances to the Board that the existing employment rights of all employees of 
the Ortac Group will be fully safeguarded. 
 
Structure of the Acquisition 
 
(a) Introduction 
The Acquisition will be effected by means of a scheme of arrangement between 
Ortac and the Scheme Shareholders under Part 26 of the Act. The purpose of the 
Scheme is to provide for Templar to become the owner of the entire issued and to 
be issued share capital of Ortac. This is to be achieved by the cancellation of 
the Scheme Shares held by Scheme Shareholders and the application of the reserve 
arising from such cancellation in paying up in full the number of New Ortac
Templar Minerals (LSE:TMP)
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