Proposed acquisition -14-


periods during which any such Relevant Authority could decide to take, 
institute, implement or threaten any such action, proceeding, suit, 
investigation, enquiry or reference, or take any other step under the laws of 
any jurisdiction, having expired, lapsed or been terminated; 
 
(b) all necessary filings, applications and/or notifications having been made 
and all appropriate waiting periods (including any extensions thereof) under any 
applicable legislation or regulation of any jurisdiction having expired, lapsed 
or been terminated, in each case in respect of the Acquisition and the 
acquisition of any shares or other securities in, or control of, Ortac by 
Templar or any member of the Templar Group and all authorisations, orders, 
grants, recognitions, confirmations, licences, consents, clearances, permissions 
and approvals ("authorisations") necessary in any jurisdiction for or in respect 
of the Acquisition and the proposed acquisition of any shares or other 
securities in, or control or management of, Ortac by Templar or any member of 
the Templar Group being obtained in terms and in a form satisfactory to Templar, 
acting reasonably, from appropriate Relevant Authorities or from any persons or 
bodies with whom any member of the Templar Group or the Ortac Group has entered 
into contractual arrangements, and such authorisations, together with all 
authorisations necessary or appropriate for any member of the Ortac Group to 
carry on its business, remaining in full force and effect, in each case where 
the absence of such authorisation would have a material adverse effect on the 
Ortac Group taken as a whole or the ability of the Templar Group to implement 
the Acquisition, and there being no notice or other intimation of any intention 
to revoke, suspend, restrict or modify or not to renew any of the same having 
been made; 
 
(c) save as disclosed to Templar by or on behalf of Ortac before the time of the 
announcement of the Acquisition (the "Announcement"), or as disclosed the 
unaudited financial statements for the period 1 June 2009 to 31 March 2010 or 
the Templar Re-admission Document there being no provision of any agreement, 
arrangement, licence, permit, franchise or other instrument to which any member 
of the Ortac Group is a party, or by or to which any such member or any of its 
assets is or may be bound, entitled or subject, which, as a direct result of the 
Acquisition or the acquisition or proposed acquisition by any member of the 
Templar Group of any shares or other securities in, or change in the control or 
management of, Ortac, would or might result in: 
(i) any monies borrowed by, or any other indebtedness (actual or contingent) of, 
or any grant available to, any such member of the Ortac Group becoming repayable 
or capable of being declared repayable immediately or earlier than the stated 
repayment date, or the ability of such member of the Ortac Group to borrow 
monies or incur any indebtedness being or becoming capable of being withdrawn or 
inhibited; 
(ii) the creation or enforcement of any mortgage, charge or other security 
interest over the whole or any part of the business, property or assets of any 
such member of the Ortac Group or any such security interest (whenever arising 
or having arisen) becoming enforceable; 
(iii) any assets or interest of any such member of the Ortac Group being or 
falling to be disposed of or charged, or any right arising under which any such 
asset or interest could be required to be disposed of or charged; 
(iv) the interest or business of any such member of the Ortac Group in or with 
any other person, firm or company (or any agreements or arrangements relating to 
such interest or business) being terminated or adversely affected; 
(v) any such member of the Ortac Group ceasing to be able to carry on business 
under any name under which it presently does so; 
(vi) the value of any such member of the Ortac Group or its financial or trading 
position or prospects being prejudiced or adversely affected; 
(vii) any such agreement, arrangement, licence, permit, franchise or other 
instrument or the rights, liabilities, obligations or interests of any such 
member being terminated or adversely modified or any onerous obligation arising 
or any adverse action being taken or arising thereunder; or 
(viii) the creation of any liabilities (actual or contingent) by any such member 
of the Ortac Group, 
and which in each such case would be material in the context of the Ortac Group 
taken as a whole, and no event having occurred which, under any provision of any 
agreement, arrangement, licence, permit, franchise or other instrument to which 
any member of the Ortac Group is a party or by or to which any such member or 
any of its assets may be bound or be subject, is likely to result in any events 
or circumstances as are referred to in subparagraphs (i) to (viii) of this 
paragraph (g) and which in each such case would be material in the context of 
the Ortac Group taken as a whole; 
 
(d) save as disclosed to Templar by or on behalf of Ortac before the time of the 
Announcement, or as disclosed in the unaudited financial statements for the 
period 1 June 2009 to 31 March 2010 or the Templar Re-admission Document, no 
member of the Ortac Group having since 31 March 2010 
(i) issued or agreed to issue or authorised the issue of additional shares or 
securities of any class, or securities convertible into or exchangeable for, or 
rights, warrants or options to subscribe for or acquire, any such shares or 
convertible securities (save as between Ortac and wholly-owned subsidiaries of 
Ortac); 
(ii) implemented or authorised any merger or demerger or, other than in the 
ordinary course of business, acquired or disposed of or transferred, mortgaged 
or charged, or created any other security interest over, any asset or any right, 
title or interest in any asset or authorised, proposed or announced its 
intention to propose the same in each case which is material in the context of 
the Ortac Group taken as a whole; 
(iii) entered into, implemented or authorised any reconstruction, amalgamation, 
scheme or other transaction or arrangement (other than the Scheme) which is 
material in the context of the Ortac Group taken as a whole other than 
transactions between wholly-owned members of the Ortac Group; 
(iv) made, proposed, authorised or announced its intention to make, propose or 
authorise any material change in its loan capital or, other than in the ordinary 
course of business, issued or authorised the issue of any debentures or incurred 
any material indebtedness or increased materially any indebtedness or become 
subject to any material contingent liability; 
(v) entered into, varied or terminated, or authorised the entry into, variation 
or termination of, any contract, commitment or arrangement (whether in respect 
of capital expenditure or otherwise) which is outside the ordinary course of 
business or which is of a long term, onerous or unusual nature or magnitude or 
which involves or could involve an obligation of a nature or magnitude which is 
material in the context of the Ortac Group taken as a whole; 
(vi) save as between Ortac and members of the Ortac Group entered into any 
contract, commitment or arrangement which would be restrictive on the business 
of any member of the Ortac Group which is material in the context of the Ortac 
Group taken as a whole; 
(vii) been unable, or admitted in writing that it is unable, to pay its debts or 
having stopped or suspended (or threatened to stop or suspend) payment of its 
debts generally or having entered into or taken steps to enter into a 
moratorium, composition, compromise or arrangement with its creditors in respect 
of its debts or ceased or threatened to cease carrying on all or a substantial 
part of its business, in each case as would have a material adverse effect on 
the Ortac Group taken as a whole; 
(viii) taken any corporate action or (to an extent which is material in the 
context of the Ortac Group taken as a whole) had any step, application, filing 
in court, notice or legal proceedings started or served or threatened against it 
for its winding-up (voluntary or otherwise), dissolution or reorganisation (or 
for any analogous proceedings or steps in any jurisdiction) or for the 
appointment of a receiver, administrator, administrative receiver, liquidator, 
trustee or similar officer (or for the appointment of any analogous person in 
any jurisdiction) of all or any of its assets and revenues; 
(ix) waived, compromised or settled any claim to an extent which is material in 
the context of the Ortac Group taken as a whole; 
(x) entered into or varied or made an offer (which remains open for acceptance) 
to vary the terms of any contract, commitment or arrangement with any director 
or senior executive of Ortac or changed or entered into any commitment to change 
the terms of any Ortac Share Schemes, in each case as would be material in the 
context of the Ortac Group taken as a whole; 
(xi) made or consented to any change to the terms of the trust deeds 
constituting the pension schemes established for its directors and/or employees 
and/or their dependants or to the benefits which accrue, or to the pensions 
which are payable thereunder, or to the basis on which qualification for or 
accrual or entitlement to such benefits or pensions are calculated or 
determined, or to the basis upon which the liabilities (including pensions) of 
such pension schemes are funded or made, or agreed or consented to, any change 
to the trustees in each case as would be material in the context of the Ortac 
Group taken as a whole; or 
(xii) entered into any contract, commitment or arrangement or passed any 
resolution or made any offer (which remains open for acceptance) with respect 
to, or proposed or announced any intention to effect or propose, any of the 
transactions, matters or events referred to in this condition which in each case 
is material in the context of the Ortac Group taken as a whole;
Templar Minerals (LSE:TMP)
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