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BHP and OZL Minerals Extend Exclusivity Period

Published: 2022-12-20 09:05:21 ET
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BHP Group Limited
BHP Group Limited ABN 49 004 028 077
Registered in Australia
Registered Office: Level 18, 171 Collins Street Melbourne VIC 3000
Share code: BHG
ISIN: AU000000BHP4
NEWS RELEASE
Release Time                  IMMEDIATE
Date                          20 December 2022
Release Number                40/22

                         BHP AND OZ MINERALS EXTEND EXCLUSIVITY PERIOD

BHP provides an update to its announcement on 18 November 2022 that confirmed BHP had entered into a
Confidentiality and Exclusivity Deed with OZ Minerals Limited (OZL) in relation to BHP’s revised non-binding
indicative proposal to acquire 100% of OZL by way of a scheme of arrangement for a cash price of A$28.25 per
OZL share (the Proposal). Under the Confidentiality and Exclusivity Deed, OZL granted BHP four weeks to
undertake exclusive due diligence and negotiate a binding scheme implementation deed (SID).

In accordance with the terms of the Confidentiality and Exclusivity Deed, the exclusivity period has been extended
for a further week until Tuesday 27 December 2022. This follows confirmation by BHP to OZL of completion of
due diligence and the proposed cash price of A$28.25 per OZL share. The extension allows for finalisation and
agreement of the binding SID.

The terms of any SID are subject to OZ Minerals Board approval and BHP Board approval. There is no guarantee
that any transaction will eventuate or proceed at this stage.

Authorised for lodgement by:
Stefanie Wilkinson
Group Company Secretary
Sponsor: J.P. Morgan Equities South Africa Proprietary Limited

Media Relations                                                 Investor Relations

Email: media.relations@bhp.com                                  Email: investor.relations@bhp.com


Australia and Asia                                              Australia and Asia
Gabrielle Notley                                                Dinesh Bishop
Tel: +61 3 9609 3830                                            Mobile: +61 407 033 909
Mobile: +61 411 071 715

Europe, Middle East and Africa                                  Europe, Middle East and Africa
Neil Burrows                                                    James Bell
Tel: +44 20 7802 7484                                           Tel: +44 2078 027 144
Mobile: +44 7786 661 683                                        Mobile: +44 7961 636 432

Americas                                                        Americas
Renata Fernandaz                                                Monica Nettleton
Mobile: +56 9 8229 5357                                         Mobile: +1 (416) 518-6293

BHP Group Limited ABN 49 004 028 077
LEI WZE1WSENV6JSZFK0JC28
Registered in Australia
Registered Office: Level 18, 171 Collins Street
Melbourne Victoria 3000 Australia
Tel +61 1300 55 4757 Fax +61 3 9609 3015

BHP Group is headquartered in Australia
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Disclaimer and important notice


Forward-looking statements
This announcement may contain forward-looking statements, including statements regarding the Proposal and
related transactions, such as the expected timing and benefits. Words such as ‘anticipate’, ‘believe’, ‘aim’,
‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘target’, ‘plan’, ‘forecast’, ‘project’, ‘schedule’, ‘will’, ‘should’, ‘seek’ and other
similar words or expressions identify forward-looking statements. Forward-looking statements are based on
assumptions and contingencies that are subject to change without notice and involve known and unknown risks,
uncertainties and other factors, including those associated with the industries in which BHP and OZL operate.
Many of these risks are beyond the control of BHP and its related bodies corporate and affiliates, and each of their
respective directors, officers, employees, partners, consultants, contractors, agents, advisers and representatives.
It is believed that the expectations reflected in forward-looking statements are reasonable, but they may be affected
by a range of variables which could cause results, performance or achievements to be materially different from the
results, performance or achievements that are or may be expressed or implied by those forward-looking statements
or any projections or assumptions on which those statements are based.


Factors that could cause actual results or performance to differ materially from those expressed or implied in the
forward-looking statements include, but are not limited to: price fluctuations, actual demand, currency fluctuations,
geotechnical factors, drilling and production results, development progress, operating results, engineering
estimates, reserve estimates, loss of market, industry competition, environmental risks, physical risks, legislative,
fiscal and regulatory developments, economic and financial markets, conditions in various countries, approvals and
cost estimates. Except as required by applicable regulations or law, BHP assumes no obligation, and does not
undertake, to update any forward-looking statements or information regularly in part or whole.


Investors are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of
the current economic climate. Forward-looking statements are provided as a general guide only and should not be
relied on as an indication or guarantee of future performance. These statements may assume the success of the
Proposal, OZL’s operations or BHP’s business strategies, the success of which may not be realised within the
period for which the forward-looking statements may have been prepared, or at all. No guarantee, representation
or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any
forecasts, prospects, returns, statements or tax treatment in relation to future matters contained in this
announcement. To the maximum extent permitted by law, none of BHP, its directors, employees, agents or
advisers, nor any other person accepts any liability for any loss arising from the use of this announcement or its
contents or otherwise arising in connection with it.


Limitation of information in relation to OZL
All information in this announcement in relation to OZL has been sourced from publicly available information in
respect of OZL. BHP has conducted public due diligence in relation to the Proposal, but has not independently
verified such information and, to the maximum extent permitted by law, makes no representation or warranty,
expressed or implied, as to the fairness, accuracy, correctness, completeness or adequacy of any information
relating to OZL. Receipt of additional or updated information may change any forward-looking statements
concerning OZL in this announcement. OZL may have a different interpretation of the underlying data and release
other information to the market.




No offer or solicitation
This communication relates to the Proposal. This communication is not intended to and does not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval
with respect to the Proposal or otherwise, nor shall there be any offer, solicitation or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.


The person responsible for arranging the release of this announcement on behalf of BHP is Stefanie Wilkinson,
Group Company Secretary.