Proposed acquisition -15-


(e) 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 
(i) no adverse change or deterioration having occurred in the business, assets, 
financial or trading position or profits or prospects of any member of the Ortac 
Group which in any such case is material in the context of the Ortac Group taken 
as a whole; 
(ii) no litigation, arbitration proceedings, prosecution or other legal 
proceedings having been threatened, announced, instituted or remaining 
outstanding by, against or in respect of any member of the Ortac Group or to 
which any member of the Ortac Group is a party (whether as claimant or defendant 
or otherwise) and no investigation by any Relevant Authority or other 
investigative body against or in respect of any member of the Ortac Group having 
been threatened, announced, instituted or remaining outstanding by, against or 
in respect of any member of the Ortac Group which in any such case is material 
in the context of the Ortac Group taken as a whole; 
(iii) no contingent or other liability having arisen which would, or might 
reasonably be expected to, materially and adversely affect the business, assets, 
financial or trading position or profits or prospects of any member of the Ortac 
Group to an extent which is material in the context of the Ortac Group taken as 
a whole; and 
(iv) no steps having been taken which are likely to result in the withdrawal 
(without replacement), cancellation or termination of any licence, permit or 
consent held by any  member of the Ortac Group which is necessary for the 
carrying on by the Ortac Group of the business and which is material in the 
context of the Ortac Group taken as a whole; 
 
Templar reserves the right to waive all or any of the conditions in 2 in whole 
or in part. 
 
If Templar is required by the Panel to make an offer or offers for any Ortac 
Shares under Rule 9 of the City Code, Templar may make such alterations to the 
above conditions as are necessary to comply with the provisions of that Rule. 
 
The Acquisition will lapse and the Scheme will not proceed if, before the date 
of the Court Meeting and the Ortac General Meeting, the European Commission 
initiates proceedings under Article 6(1)(c) of the Regulation in respect of the 
Acquisition or any matter arising from or relating to the Acquisition or, 
following a referral by the European Commission to a competent authority in the 
United Kingdom under Article 9(1) of the Regulation the Acquisition or any 
matter arising from or relating to the Acquisition is referred to the 
Competition Commission. 
 
The Acquisition and the Scheme will be governed by English law and will be 
subject to the jurisdiction of the English Courts. 
 
Recommendation 
The Ortac Directors, who have been so advised by KBR, consider the terms of the 
Acquisition to be fair and reasonable and in the best interest of the Company 
and Ortac Shareholders as a whole. In providing their advice to the Ortac 
Directors, KBR has taken into account their commercial assessments. 
 
Accordingly, the Ortac Directors unanimously recommend that Ortac Shareholders 
vote in favour of in favour of the Scheme at the Court Meeting and the Special 
Resolution at the General meeting, as they intend to do in respect of their own 
beneficial holdings amounting to, in aggregate, 2,520,066 Ortac Shares, 
representing approximately 22 per cent. of Ortac's existing issued share 
capital. 
 
Interests 
As at the close of business on 29 July 2010 (the last business day prior to the 
date of this announcement) neither Templar, nor any directors of Templar, nor, 
so far as Templar is aware, any person acting in concert with Templar has (i) 
any interest in or right to subscribe for any relevant securities in Ortac, nor 
(ii) any short positions in respect of relevant Ortac securities (whether 
conditional or absolute and whether in the money or otherwise), including any 
short position under a derivative, any agreement to sell or any delivery 
obligation or right to require another person to purchase or take delivery, nor 
(iii) borrowed or lent any relevant Ortac securities. 
 
Beaumont Cornish Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting exclusively for Templar 
and no one else in connection with the Scheme and other matters described in 
this announcement and will not be responsible to anyone other than Templar 
Minerals Limited for providing the protections afforded to customers of Beaumont 
Cornish or for providing advice in relation to the Scheme or any other matter 
described in this announcement. 
 
Keith, Bayley, Rogers & Co Limited, which is authorised and regulated in the 
United Kingdom by the Financial Services Authority, is acting exclusively for 
Ortac and no one else in connection with the Scheme and other matters described 
in this announcement and will not be responsible to anyone other than Ortac for 
providing the protections afforded to customers of Keith, Bayley, Rogers & Co 
Limited or for providing advice in relation to the Scheme or any other matter 
described in this announcement. 
 
This announcement does not constitute, or form part of, any offer for, or any 
solicitation of any offer for, securities. Any acceptance or other response to 
the Scheme should be made only on the basis of information referred to in the 
Scheme Document which Ortac intends to dispatch shortly to its Shareholders and, 
for information only, to participants in the Ortac Option Schemes. 
 
The availability of the Scheme to persons who are not resident in the United 
Kingdom may be affected by the laws of their relevant jurisdiction. Such persons 
should inform themselves of, and observe, any applicable legal or regulatory 
requirements of their jurisdiction. Further details in relation to Overseas 
Shareholders will be contained in the Scheme Document. 
 
The Scheme referred to in this announcement will not be made, directly or 
indirectly, in, into or by use of the mails of, or by any means or 
instrumentality (including, without limitation, telephonically or 
electronically) of interstate or foreign commerce of, or any facilities of a 
national securities exchange of, the United States, Canada, Australia or Japan 
or any other jurisdiction if to do so would constitute a violation of the 
relevant laws of such jurisdiction. This announcement does not constitute an 
offer in the United States, Canada, Australia or Japan or any such other 
jurisdiction and the Scheme will not be capable of acceptance by any such use, 
means, instrumentally or facilities or otherwise from or within the United 
States, Canada, Australia or Japan or any such other jurisdiction. Accordingly 
this announcement is not being, and should not be, mailed, transmitted or 
otherwise distributed, in whole or in part, in or into or from the United 
States, Canada, Australia or Japan or any such other jurisdiction. 
 
Templar or Ortac's Shareholders (including, without limitation, nominees, 
trustee or custodians) must not forward this announcement to the United States, 
Canada, Australia, Japan or other such jurisdiction. 
 
The Existing Directors and the Proposed Directors (all of whose names are set 
out in the Document) accept responsibility for the information contained in this 
announcement other than the information for which the Ortac Directors accept 
responsibility as set out below. To the best of the knowledge and belief of the 
Existing Directors and the Proposed Directors (who have taken all reasonable 
care to ensure that such is the case), the information contained in this 
announcement for which they accept responsibility is in accordance with the 
facts and does not omit anything likely to affect the import of such 
information. 
 
The Ortac Directors (all of whose names will be set out in the Document) accept 
responsibility for the information relating to Ortac and themselves and their 
immediate families, related trusts and connected persons. To the best of the 
knowledge and belief of the Ortac Directors (who have taken all reasonable care 
to ensure that such is the case), such information for which they are 
responsible is in accordance with the facts and does not omit anything likely to 
affect the import of such information. 
 
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS 
 
Certain statements contained in this announcement and oral statements made 
regarding the Scheme and other information published by Templar and Ortac in 
connection with the Scheme may constitute "forward looking statements". In 
some cases, these forward-looking statements can be identified by the use of 
forward-looking terminology, including the terms "believes", "estimates", 
"plans", "prepares", "anticipates", "expects", "intends", "may", "will" or 
"should" or, in each case, their negative or other variations or comparable 
terminology. These statements are based on the current expectations of the 
boards of Templar and Ortac and are naturally subject to uncertainty and changes 
in circumstances. Templar Shareholders should specifically consider the factors 
identified in this announcement and the Scheme Document, which could cause 
actual results to differ, before making an investment decision. Such 
forward-looking statements involve known and unknown risks, uncertainties and 
other factors which may cause the actual results, performance or achievements to 
be materially different from any future results, performance or achievements 
expressed or implied by such forward-looking statements. There are a number of 
factors that could cause actual results and developments to differ materially 
from those expressed or implied by such forward-looking statements, including 
satisfaction of the conditions to the Scheme. Many of these risks and 
uncertainties relate to factors that are beyond the ability of Templar and Ortac 
to control or estimate precisely and therefore undue reliance should not be
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