Bhp Billiton Plc Announces Us$7.3 Billion Offer8 Mar 2005
Bhp Billiton Plc  Announces Us$7.3 Billion Cash Offer For                       
Wmc Resources                                                                   
Bhp Billiton Plc                                                                
share code:    BIL                                                              
isin:          GB0000566504                                                     
Announces Us$7.3 Billion Cash Offer For Wmc Resources                           
BHP Billiton today announced a cash offer of A$7.85 per                         
share for the entire issued capital of WMC Resources                            
Limited (`WMC Resources`), valuing WMC Resources equity                         
at A$9.2 billion (US$7.3 billion).                                              
The Board of WMC Resources has unanimously recommended                          
that WMC Resources shareholders accept the BHP Billiton                         
offer in the absence of a superior proposal and has                             
indicated that the directors will be accepting this offer                       
for their own holdings of WMC Resources shares on that                          
basis.                                                                          
The offer is A$0.85 per share higher than Xstrata`s cash                        
bid of A$7.00 per share and in the top half of the                              
valuation range provided by Grant Samuel, WMC Resources`                        
independent expert, in its Target Statement.                                    
BHP Billiton Chief Executive Officer, Chip Goodyear said:                       
`The acquisition of WMC Resources is a further step in                          
BHP Billiton`s strategy of developing, operating and                            
maximising the performance of large scale, long-life, low-                      
cost assets. It is an excellent opportunity to build on                         
our existing nickel and copper businesses and bring                             
uranium into our suite of energy products. Furthermore,                         
the acquisition provides additional premium long-term                           
options to satisfy continuing demand growth in China and                        
other high-growth economies.                                                    
`BHP Billiton is best placed to maximise the value of WMC                       
Resources` assets.                                                              
No other potential purchaser brings to this transaction                         
the experience and synergy benefits of already operating                        
in both nickel and copper and the track record of                               
consistent on-time, on-budget major project delivery.                           
`Our offer price is based on our normal valuation                               
methodology using our standard pricing protocols and                            
reflects WMC Resources` considerable expansion potential.                       
We expect the acquisition to add material value to BHP                          
Billiton shareholders over the medium to long term,` Mr                         
Goodyear said.                                                                  
Specific benefits to BHP Billiton from this transaction                         
include:                                                                        
- WMC Resources` nickel business comprises an outstanding                       
set of assets, in terms of operating capability, country                        
risk, scale and environmental standards, which will                             
complement BHP Billiton`s existing nickel business.                             
The combined business will have a range of operations,                          
products and technologies that will provide a robust and                        
flexible platform for further growth.                                           
- BHP Billiton will have operating control of two of the                        
world`s four largest copper deposits.  BHP Billiton`s                           
track record in developing and operating Escondida, the                         
world`s largest copper mine, ideally equips it to                               
maximise the value of the large, long-life Olympic Dam                          
resource base.  Olympic Dam is the world`s fourth largest                       
copper resource and one of the world`s 10 largest gold                          
deposits.                                                                       
- The acquisition of WMC Resources will establish BHP                           
Billiton as a major producer of uranium with the largest                        
resource base in the world. Uranium is an important                             
energy source in an increasingly energy intensive world.                        
Not only is this valuable on a stand-alone basis but it                         
complements BHP Billiton`s existing energy portfolio of                         
oil, gas and coal.                                                              
- The inclusion of WMC Resources` businesses and                                
opportunities in BHP Billiton`s portfolio enhances its                          
options to develop the production necessary to supply raw                       
materials to high growth markets in the decades ahead.                          
- BHP Billiton is best placed to maximise synergies in                          
the nickel and copper businesses, marketing and other                           
corporate functions.  BHP Billiton will eliminate                               
duplicate functions by using the proven systems and                             
processes that were successfully used following the BHP                         
Billiton merger in 2001.  The annual corporate cost                             
efficiencies are estimated to total A$115 million                               
(US$91 million), with a one-time cost of A$120 million                          
(US$95 million).                                                                
Commenting on the attractiveness of the offer to WMC                            
Resources` shareholders, WMC Resources CEO Andrew                               
Michelmore said: `This offer supports the view of the                           
value of WMC Resources that the Board has consistently                          
held.  We will be working with BHP Billiton to ensure                           
that this recommended offer is put to shareholders as                           
soon as possible`.                                                              
The offer will be made through a subsidiary by way of an                        
off-market takeover bid under the Australian Corporations                       
Act 2001 and will be funded from both new and existing                          
debt facilities.  BHP Billiton remains committed to an A                        
credit rating and will retain financial flexibility                             
following the acquisition.  Following the acquisition, on                       
a pro forma basis, BHP Billiton`s net debt, as at 30 June                       
2005 is estimated to total US$12.4 billion with                                 
corresponding net gearing of 42 percent2.   The                                 
acquisition is expected to be earnings accretive in the                         
financial year ending 30 June 2006.                                             
The offer is subject to a number of conditions including                        
BHP Billiton receiving necessary regulatory approvals and                       
acquiring at least 90% of the number of WMC Resources                           
ordinary shares on issue.  The conditions are outlined in                       
full in Appendix 1 to this release.                                             
BHP Billiton holds economic exposure to 50.6 million WMC                        
Resources shares (4.3% of the issued share capital)                             
through cash settled derivative contracts.                                      
WMC Resources has entered into a Deed of Undertaking with                       
BHP Billiton in relation to BHP Billiton`s offer.  This                         
includes a break-fee of A$92 million (US$73 million)                            
payable to BHP Billiton in certain circumstances,                               
including a successful competing takeover proposal.  WMC                        
Resources will provide full details of the Deed.                                
BHP Billiton`s Bidder`s Statement is expected to be                             
lodged shortly and to be dispatched to WMC Resources                            
shareholders in approximately three weeks.                                      
Further information on WMC Resources can be found in                            
Appendix 2 and on its Internet site: www.wmc.com.                               
Further information on BHP Billiton can be found in                             
Appendix 3 and on our Internet site: www.bhpbilliton.com.                       
For further information please contact:                                         
Australia                                                                       
Jane Belcher, Investor Relations                                                
Tel: +61 3 9609 3952                                                            
Mobile: +61 417 031 653                                                         
email: Jane.H.Belcher@bhpbilliton.com                                           
Tania Price, Media Relations                                                    
Tel: +61 3 9609 3815                                                            
Mobile: +61 419 152 780                                                         
email: Tania.Price@bhpbilliton.com                                              
Tania Price, Media Relations                                                    
Tel: +61 3 9609 3815                                                            
Mobile: +61 419 152 780                                                         
email: Tania.Price@bhpbilliton.com                                              
BHP Billiton Limited                                                            
ABN 49 004 028 077                                                              
Registered in Australia                                                         
Registered Office: 180 Lonsdale Street Melbourne Victoria                       
3000                                                                            
Australia                                                                       
Telephone +61 1300 55 4757                                                      
Facsimile +61 3 9609 3015                                                       
United Kingdom                                                                  
Mark Lidiard, Investor & Media Relations                                        
Tel: +44 20 7802 4156                                                           
Mobile: + 44 7769 934 942                                                       
email: Mark.Lidiard@bhpbilliton.com                                             
Ariane Gentil, Media Relations                                                  
Tel: +44 20 7802 4177                                                           
Mobile: +44 7881 518 715                                                        
email: Ariane.Gentil@bhpbilliton.com                                            
South Africa                                                                    
Michael Campbell, Investor & Media Relations                                    
Tel: +27 11 376 3360                                                            
Mobile: +27 82 458 2587                                                         
email: Michael.J.Campbell@bhpbilliton.com                                       
BHP Billiton Plc Registration number 3196209                                    
Registered in England and Wales                                                 
Registered Office: Neathouse Place London SW1V 1BH                              
United Kingdom                                                                  
Telephone +44 20 7802 4000                                                      
Facsimile +44 20 7802 4111                                                      
The BHP Billiton Group is headquartered in Australia                            
Further Information                                                             
In connection with the planned public tender offer (the                         
`Tender Offer`) by a wholly owned subsidiary of BHP                             
Billiton (the `Company`), for all of WMC Resources`                             
outstanding stock, BHP Billiton will file with the United                       
States Securities and Exchange Commission (the `SEC`) an                        
informational document under cover of Form CB.  Investors                       
and holders of WMC Resources securities are strongly                            
advised to read the informational document (when                                
available) and any other relevant documents filed with                          
the SEC, as well as any amendments and supplements to                           
those documents, because they will contain important                            
information.  Investors and holders of WMC Resources                            
securities may obtain free copies of the informational                          
document (when available), as well as other relevant                            
documents filed with the SEC, at the SEC`s website at                           
www.sec.gov and will receive information at an                                  
appropriate time on how to obtain transaction-related                           
documents for free from the Company or its duly                                 
designated agent.                                                               
This communication is for information purposes only.  It                        
shall not constitute an offer to purchase, sell or                              
exchange or the solicitation of an offer to purchase,                           
sell or exchange any securities of WMC Resources.  The                          
distribution of this communication may, in some                                 
countries, be restricted by law or regulation.                                  
Accordingly, persons who come into possession of this                           
document should inform themselves of and observe these                          
restrictions.                                                                   
Forward-Looking Statements                                                      
Statements contained in this communication may contain                          
forward-looking statements with respect to BHP Billiton`s                       
financial condition, results of operations, business                            
strategies, operating efficiencies, competitive position,                       
growth opportunities for existing services, plans and                           
objectives of management, markets for stock and other                           
matters.  Statements in these materials that are not                            
historical facts are `forward-looking statements`.                              
These forward-looking statements, including, among                              
others, those relating to the future business prospects,                        
revenues and income of BHP Billiton, wherever they may                          
occur in this communication are necessarily estimates                           
reflecting the best judgment of the senior management of                        
BHP Billiton and involve a number of risks and                                  
uncertainties that could cause actual results to differ                         
materially from those suggested by the forward-looking                          
statements.  As a consequence, these forward-looking                            
statements should be considered in light of various                             
important factors, including those set forth in this                            
communication and BHP Billiton`s Annual Report on Form 20-                      
F for the financial year ended 30 June 2004.                                    
Important factors that could cause actual results to                            
differ materially from estimates or projections contained                       
in the forward-looking statements include, without                              
limitation: the success of the proposed Tender Offer;                           
estimated reserves; plans, strategies and objectives of                         
management; closure or divestment of certain operations                         
or facilities (including associated costs); anticipated                         
production or construction commencement dates; expected                         
costs or production output; the anticipated productive                          
lives of projects, mines and facilities; and provisions                         
and contingent liabilities.                                                     
BHP Billiton undertakes no obligation to update publicly                        
or release any revisions to these forward-looking                               
statements to reflect events or circumstances after the                         
date of the materials in which such statements are                              
contained or to reflect the occurrence of unanticipated                         
events.                                                                         
APPENDIX 1                                                                      
CONDITIONS OF THE OFFER                                                         
The Offer is subject to the fulfilment of the following                         
conditions:                                                                     
(a)  Minimum acceptance condition                                               
During, or at the end of, the offer period the number of                        
WMC Resources Shares in which BHP Billiton and its                              
associates together have relevant interests (disregarding                       
any relevant interest that BHP Billiton has merely                              
because of the operation of section 608(3) of the                               
Corporations Act) is at least 90% of all the WMC                                
Resources Shares (even if that number later becomes less                        
than 90% of all the WMC Resources Shares as a result of                         
the issue of further WMC Resources Shares).                                     
(b)  Foreign investment approval                                                
One of the following occurs before the end of the offer                         
period:                                                                         
(i)  BHP Billiton receives written notice issued by or on                       
behalf of the Treasurer stating that there are no                               
objections under the Australian government`s foreign                            
investment policy to the acquisition by BHP Billiton of                         
all of the WMC Resources Shares under the Offer, such                           
notice being unconditional;                                                     
(ii) the expiry of the period provided under the Foreign                        
Acquisitions and Takeovers Act 1975 (Cth) (`FATA`) during                       
which the Treasurer may make an order or an interim order                       
under the FATA prohibiting the acquisition of WMC                               
Resources Shares under the Offer, without such an order                         
being made; or                                                                  
(iii)if an interim order is made to prohibit the                                
acquisition of WMC Resources Shares under the Offer, the                        
subsequent period for making a final order has elapsed,                         
without any such final order being made.                                        
(c)  Hart-Scott-Rodino                                                          
Before the end of the offer period, all filings required                        
under the U.S. Hart-Scott-Rodino Antitrust Improvements                         
Act of 1976, as amended (`HSR Act`) have been made and                          
all applicable waiting periods under the HSR Act have                           
expired or have been terminated.                                                
(d)  European Union merger control                                              
Before the end of the offer period:                                             
(i)  the European Commission has issued a decision under                        
Article 6(1)(a) of Council Regulation (EC) 139/2004 (the                        
`Merger Regulation`) that the acquisition of all or any                         
of the WMC Resources Shares as a result of the Offer                            
(`Acquisition`) does not give rise to a concentration                           
falling within the scope of the Merger Regulation;                              
(ii) the European Commission has issued a decision under                        
Article 6(1)(b) of the Merger Regulation declaring the                          
Acquisition compatible with the common market, or is                            
deemed to have done so under Article 10(6) of the Merger                        
Regulation;                                                                     
(iii)in the event of the European Commission initiating                         
proceedings under Article 6(1)(c) of the Merger                                 
Regulation and BHP Billiton waiving condition (d)(ii)                           
above, the European Commission has issued a decision                            
under Article 8(1) or 8(2) of the Merger Regulation                             
declaring the Acquisition compatible with the common                            
market, or is deemed to have done so under Article 10(6)                        
of the Merger Regulation; or                                                    
(iv) in the event that the European Commission refers the                       
whole or part of the Acquisition to the competent                               
authorities of one or more Member States under Article                          
9(3) of the Merger Regulation,                                                  
(A)  each such authority has granted a clearance in                             
respect of all those parts of the Acquisition which were                        
referred to it, or is deemed to have granted such a                             
clearance; and                                                                  
(B)  the requirements of sub-paragraphs (d)(ii) or                              
(d)(iii) are satisfied with respect to any part not                             
referred to the competent authority of any Member State.                        
(e)  ACCC                                                                       
Before the end of the offer period, BHP Billiton receives                       
written notice from the ACCC that the ACCC does not                             
propose to intervene in the acquisition of WMC Resources                        
Shares under the Offer or the completion of any                                 
transaction contemplated by the Bidder`s Statement, such                        
notice being unconditional.                                                     
(f)  Approvals by Public Authorities                                            
Before the end of the offer period:                                             
(i)  BHP Billiton receives all licences, authorities,                           
consents, approvals, orders, waivers, relief, rulings and                       
decisions (`Approvals`) (other than those referred to in                        
paragraphs (b) to (e)) which are required by law or by                          
any Public Authority to permit the Offers to be made to                         
and accepted by WMC Resources shareholders in all                               
applicable jurisdictions; and                                                   
(ii) BHP Billiton receives all Approvals (other than                            
those referred to in paragraphs (b) to (e)) which are                           
required by law or by any Public Authority as a result of                       
the Offers or the successful acquisition of the WMC                             
Resources Shares and which are necessary for the                                
continued operation of the business of WMC Resources and                        
its subsidiaries or of any member of the BHP Billiton                           
Group,                                                                          
and, in each case, those Approvals are on an                                    
unconditional basis and remain in force in all respects                         
and there is no notice, intimation or indication of                             
intention to revoke, suspend, restrict, modify or not                           
renew those Approvals.                                                          
For the purpose of these conditions, `Public Authority`                         
means any government or any governmental, semi-                                 
governmental, administrative, statutory or judicial                             
entity, authority or agency, whether in Australia or                            
elsewhere, including the ACCC (but excluding the                                
Takeovers Panel, ASIC and any court in respect of                               
proceedings under section 657G or proceedings commenced                         
by a person specified in section 659B(1) of the                                 
Corporations Act in relation to the Offer).  It also                            
includes any self-regulatory organisation established                           
under statute or any stock exchange.                                            
(g)  No action by Public Authority adversely affecting                          
the Offer                                                                       
During the period from and including the date of this                           
announcement (`Announcement Date`) to the end of the                            
offer period:                                                                   
(i)  there is not in effect any preliminary or final                            
decision, order or decree issued by a Public Authority;                         
(ii) no action or investigation is instituted, or                               
threatened by any Public Authority; and                                         
(iii)no application is made to any Public Authority                             
(other than an application by BHP Billiton or any company                       
within the BHP Billiton Group),                                                 
in consequence of, or in connection with, the Offer,                            
which restrains, prohibits or impedes, or threatens to                          
restrain, prohibit or impede, or may otherwise materially                       
adversely impact upon, the making of the Offer or the                           
completion of any transaction contemplated by the                               
Bidder`s Statement or the rights of BHP Billiton in                             
respect of WMC Resources and the WMC Resources Shares to                        
be acquired under the Offer or otherwise, or seeks to                           
require the divestiture by BHP Billiton of any WMC                              
Resources Shares, or the divestiture of any assets by WMC                       
Resources or by any subsidiary of WMC Resources or by any                       
member of the BHP Billiton Group.                                               
(h)  No prescribed occurrences                                                  
None of the following events happens during the period                          
beginning on the date the Bidder`s Statement is given to                        
WMC Resources and ending at the end of the offer period:                        
(i)  WMC Resources converts all or any of its shares into                       
a larger or smaller number of shares;                                           
(ii) WMC Resources or a subsidiary of WMC Resources                             
resolves to reduce its share capital in any way;                                
(iii)WMC Resources or a subsidiary of WMC Resources:                            
(A)  enters into a buy-back agreement; or                                       
(B)  resolves to approve the terms of a buy-back                                
agreement under section 257C(1) or 257D(1) of the                               
Corporations Act;                                                               
(iv) WMC Resources or a subsidiary of WMC Resources                             
issues shares (other than WMC Resources Shares issued as                        
a result of exercise of WMC Resources Options) or grants                        
an option over its shares, or agrees to make such an                            
issue or grant such an option;                                                  
(v)  WMC Resources or a subsidiary of WMC Resources                             
issues, or agrees to issue, convertible notes;                                  
(vi) WMC Resources or a subsidiary of WMC Resources                             
disposes, or agrees to dispose, of the whole, or a                              
substantial part, of its business or property;                                  
(vii)WMC Resources or a subsidiary of WMC Resources                             
charges, or agrees to charge, the whole, or a substantial                       
part, of its business or property;                                              
(viii)WMC Resources or a subsidiary of WMC Resources                            
resolves to be wound up;                                                        
(ix) a liquidator or provisional liquidator of WMC                              
Resources or of a subsidiary of WMC Resources is                                
appointed;                                                                      
(x)  a court makes an order for the winding up of WMC                           
Resources or of a subsidiary of WMC Resources;                                  
(xi) an administrator of WMC Resources, or of a                                 
subsidiary of WMC Resources, is appointed under section                         
436A, 436B or 436C of the Corporations Act;                                     
(xii)WMC Resources or a subsidiary of WMC Resources                             
executes a deed of company arrangement; or                                      
(xiii)a receiver, or a receiver and manager, is appointed                       
in relation to the whole, or a substantial part, of the                         
property of WMC Resources or of a subsidiary of WMC                             
Resources.                                                                      
(i)  No prescribed occurrences between the Announcement                         
Date and service                                                                
None of the events listed in sub-paragraphs (i) to (xiii)                       
of paragraph (h) happens during the period beginning on                         
the Announcement Date and ending at the end of the day                          
before the Bidder`s Statement is given to WMC Resources.                        
(j)  No material acquisitions, disposals or changes in                          
the conduct of WMC Resources` business                                          
During the period from and including the Announcement                           
Date to the end of the offer period, none of WMC                                
Resources, or any subsidiary of WMC Resources:                                  
(i)  acquires, offers to acquire or agrees to acquire one                       
or more shares, companies or assets (or an interest in                          
one or more shares, companies or assets) for an amount in                       
aggregate greater than A$300 million;                                           
(ii) disposes, offers to dispose or agrees to dispose of                        
its interest (in whole or in part and whether directly or                       
indirectly) in the Olympic Dam operation, WMC Resources`                        
nickel operation or the Corridor Sands mineral sands                            
project (each a `Relevant Asset`).  To avoid any doubt, a                       
disposal of, an offer to dispose or an agreement to                             
dispose of one or more shares or interests in a company                         
or entity which owns an interest in a Relevant Asset is                         
taken to be a disposal of, an offer to dispose or an                            
agreement to dispose of (as the case may be) an interest                        
in the Relevant Asset;                                                          
(iii)enters into or offers to enter into any joint                              
venture, asset or profit sharing, partnership, merger of                        
businesses (including through a dual listed companies                           
structure) or of corporate entities, in respect of any                          
Relevant Asset;                                                                 
(iv) other than in the ordinary course of business,                             
incurs, commits to or brings forward the time for                               
incurring, or grants to another person a right the                              
exercise of which would involve WMC Resources or any                            
subsidiary of WMC Resources incurring or committing to,                         
any capital expenditure or liability, or foregoes any                           
revenue, for one or more related items or amounts of                            
greater than A$50 million; or                                                   
(v)  discloses (without having disclosed to ASX prior to                        
the Announcement Date) the existence of any matter                              
described in sub-paragraphs (i) to (iv) above, or                               
announces an intention or proposal to do anything                               
described in sub-paragraphs (i) to (iv) above.                                  
For the avoidance of doubt, a reference in this paragraph                       
(j) to:                                                                         
(A)  the Olympic Dam operation is to the Olympic Dam                            
minerals processing operation (which produces copper,                           
uranium oxide, gold and silver), and the mine and assets                        
used in connection with that operation (including all                           
land holdings and assets in and around the township of                          
Roxby Downs), of WMC Resources (or any subsidiary of it);                       
(B)  WMC Resources` nickel operation is to the nickel                           
business carried on by the WMC Resources Group including                        
the:                                                                            
(I)  mines and concentrators at Leinster and Mount Keith;                       
(II) concentrator at Kambalda;                                                  
(III)smelter at Kalgoorlie;                                                     
(IV) refinery at Kwinana; and                                                   
(V)  other nickel related projects,                                             
of WMC Resources (or any subsidiary of it).                                     
(k)  Non-existence of certain rights                                            
No person (other than a member of the BHP Billiton Group)                       
has or will have any right (whether subject to conditions                       
or not) as a result of BHP Billiton acquiring WMC                               
Resources Shares to:                                                            
(i)  acquire, or require the disposal of, or require WMC                        
Resources or a subsidiary of WMC Resources to offer to                          
dispose of, any material asset of WMC Resources or a                            
subsidiary of WMC Resources; or                                                 
(ii) terminate, or vary the terms or performance of, any                        
material agreement with WMC Resources or a subsidiary of                        
WMC Resources.                                                                  
(l)  No material adverse change                                                 
During the period from and including the Announcement                           
Date to the end of the offer period:                                            
(i)  there is no occurrence or matter, including (without                       
limitation):                                                                    
(A)  any change in the status or terms of arrangements                          
entered into with WMC Resources or any of its                                   
subsidiaries or the status or terms of any Approvals                            
which are applicable to WMC Resources or any of its                             
subsidiaries (whether or not wholly or partly                                   
attributable to the making of the Offer, and/or the                             
acquisition of WMC Resources Shares under the Offer);                           
(B)  any change in the 30 day moving average spot price                         
for any commodity on any market, as expressed in                                
Australian dollars;                                                             
(C)  any liability for duty or tax;                                             
(D)  any liability resulting from a change of control of                        
WMC Resources; or                                                               
(E)  any change in the law (whether retrospective or                            
not),                                                                           
that (individually or together with others) has or could                        
reasonably be expected to have a materially adverse                             
effect on the assets, liabilities, financial or trading                         
position, profitability, production or prospects of WMC                         
Resources and its subsidiaries taken as a whole; and                            
(ii) no occurrence or matter, as described in sub-                              
paragraph (l)(i), which occurred before the Announcement                        
Date but was not apparent from publicly available                               
information before then, becomes public.                                        
(m)  S&P/ASX 200 index                                                          
During the period from and including the Announcement                           
Date to the end of the offer period, the S&P/ASX 200                            
index does not fall below 3,500 on any trading day.                             
APPENDIX 2                                                                      
WMC RESOURCES OVERVIEW                                                          
WMC Resources is a major diversified Australian resources                       
company involved in the exploration and production of                           
nickel, copper, uranium oxide and phosphate fertilisers                         
with operations in South Australia, Western Australia and                       
Queensland.  The company is headquartered in Melbourne.                         
WMC Resources has its primary listing on the Australian                         
Stock Exchange and ADRs traded on the New York Stock                            
Exchange                                                                        
For the year ended 31 December 2004, WMC Resources                              
reported a consolidated net profit after tax of A$1,327m                        
(US$1,035m1), generated on sales of A$3,777m                                    
(US$2,946m1). As at 31 December 2004, consolidated net                          
assets were A$5,109m (US$3,985m1)                                               
The principal operations of WMC Resources are:                                  
Nickel Mining operations are located at Leinster, Mount                         
Keith, and Kambalda in Western Australia. WMC Resources                         
also operates a smelter at Kalgoorlie and refinery at                           
Kwinana, Western Australia                                                      
Copper/Uranium                                                                  
Olympic Dam in South Australia produces refined copper,                         
uranium oxide, gold and silver. Olympic Dam, in addition                        
to being a major copper and gold deposit, is the world`s                        
largest known uranium deposit                                                   
Fertilisers                                                                     
WMC Resources` operations at Phosphate Hill and Mt Isa in                       
Queensland produce mono- and di-ammonium phosphate for                          
the domestic and export market                                                  
Mineral sands                                                                   
Corridor Sands is a large undeveloped titanium dioxide-                         
bearing mineral sands deposit in southern Mozambique.                           
APPENDIX 3                                                                      
BHP BILLITON OVERVIEW                                                           
BHP Billiton is the world`s largest diversified resources                       
company. It has approximately 35,000 employees working in                       
more than 100 operations in approximately 20 countries.                         
BHP Billiton occupies industry leader or near industry                          
leader positions in major commodity businesses, including                       
aluminium, energy coal and metallurgical coal, copper,                          
ferro-alloys, iron ore and titanium minerals, and has                           
substantial interests in oil, gas, liquefied natural gas,                       
nickel, diamonds and silver.  The Company is                                    
headquartered in Melbourne, Australia.                                          
BHP Billiton is a Dual Listed Company (DLC) comprising                          
BHP Billiton Limited and BHP Billiton Plc. The two                              
entities exist as separate companies, but operate as a                          
combined group.  Both companies have identical Boards of                        
Directors and are run by a unified management team.  BHP                        
Billiton is listed on the Australian Stock Exchange                             
(through BHP Billiton Limited) and London Stock Exchange                        
(through BHP Billiton Plc), along with a secondary                              
listing on the Johannesburg Stock Exchange (through BHP                         
Billiton Plc) and  American Depositary Receipts listings                        
on the New York Stock Exchange.                                                 
For the six months ended 31 December 2004, BHP Billiton                         
reported earnings before interest, tax, depreciation,                           
impairments and amortisation (EBITDA) of US$5.2 billion                         
and had turnover (including the Group`s share of joint                          
ventures) of US$15.5 billion.  As of 7 March BHP                                
Billiton`s market capitalization was US$90.2 billion.                           
BHP Billiton has seven Customer Sector Groups:                                  
Aluminium                                                                       
BHP Billiton is one of the world`s major producers of                           
alumina and aluminium.                                                          
Its principal assets are located in South Africa, Brazil,                       
Mozambique, Australia and Suriname.                                             
Base Metals                                                                     
BHP Billiton is a leading supplier of lead, zinc and                            
copper concentrates.  BHP Billiton  produces high-quality                       
copper cathode (metal) and is also a leading producer of                        
silver in concentrate.  It has operations in  Chile, Peru                       
and Australia.                                                                  
Carbon Steel Materials                                                          
BHP Billiton is a leading supplier of iron ore,                                 
metallurgical coal and manganese ore and alloys to the                          
global steel industry.  It has mining and processing                            
operations in Australia, South Africa and Brazil.                               
Diamonds and Specialty Products                                                 
This business produces diamonds, titanium slag, rutile                          
and zircon and includes BHP Billiton`s minerals                                 
exploration and technology activities.  The Ekati diamond                       
operation is in Canada and the titanium minerals                                
operations are located in Richards Bay, South Africa.                           
Energy Coal                                                                     
BHP Billiton is one of the world`s largest producers and                        
marketers of export thermal coal.  It is also a major                           
supplier to domestic markets.  It has operations in South                       
Africa, United States, Colombia and Australia.                                  
Petroleum                                                                       
BHP Billiton is a significant oil and gas exploration and                       
production business.  Principal activities are oil and                          
natural gas production, exploration and development in                          
Australia, the United Kingdom, the United States,                               
Algeria, Trinidad and Tobago and Pakistan.                                      
Stainless Steel Materials                                                       
BHP Billiton is a market leading producer of primary                            
nickel and ferrochrome.  Its key operations are located                         
in Colombia, South Africa and Australia.                                        
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1 Australian dollar amounts converted at assumed exchange                       
rate of AUD/USD 0.78                                                            
Date: 08/03/2005 01:17:17 PM                    
Produced by the JSE SENS Department