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1 10 OCTOBER 2016 TAKEOVER OFFER OF CASCADE RESOURCES LTD HIGHLIGHTS: Trian t becme a significant player in the Gldfields Regin. Transactin includes the acquisitin f fur new gld prjects. Trian t acquire 100% f the strategically imprtant Zuleika prject. Acquisitin creates multi asset, highly diversified develpment pipeline. Transfrmatinal transactin generating significant value fr sharehlders. 1. Transactin Summary Trian Resurces Ltd (Trian) (ASX:TNR) and Cascade Resurces Ltd (Cascade) are pleased t annunce the signing f a Takever Bid Implementatin Deed (Implementatin Deed) under which it is prpsed that Trian will acquire all f the issued shares f Cascade by way f a recmmended ff-market takever ffer (Offer) (Bid). The key terms and cnditins f the Implementatin Deed are summarised in Annexure B t this annuncement. Under the Offer, Cascade sharehlders will receive ne (1) new Trian share fr every ne (1) Cascade share held. Based n Trian s clsing share price f A$0.165 n the ASX n 7 Octber 2016, the Offer values Cascade at apprximately ~A$8.4 millin. The Trian Offer has been unanimusly recmmended by the directrs f Cascade wh have agreed t accept Trian s Offer in respect f all shares they cntrl, in each case in the absence f a superir ffer. 2. Cmmentary Trian nn-executive directr, Glenn Jardine, said: This is an exciting day fr Trian and Cascade s sharehlders. The transactin is lgical, value accretive and cmplementary t the cmpany s existing asset base. The transactin transfrms Trian int a significant player in the Gldfields Regin and prvides Trian and Cascade s sharehlders with a multi asset, highly diversified, develpment pipeline that allws the Cmpany t accelerate its grwth strategy. ABN: Unit G4, 49 Melville Parade, Suth Perth, 6151 Australia Phne Fax inf@trianresurces.cm.au

2 Cascade nn-executive Directr, Ian Hansen, said: There has been a significant amunt f wrk that has lead us t this pint and its pleasing t finalise this transactin. We have created a great cmpany which is in the prcess f making several gld discveries in the Kalgrlie Regin. This transactin will make Trian ne f the majr players in the regin and will generate value fr ur sharehlders. Mr Sparke, Trian s Chairman is als a nn-executive directr f Cascade. Mr Sullivan, Trian s Managing Directr is als an executive directr f Cascade. The independent directrs f Trian have reslved t make this Offer t Cascade sharehlders and, as a result f Mr Sparke s and Mr Sullivan s cmmn directrship, have excluded them frm all discussins in relatin t frmulating the Offer. Trian will be seeking sharehlder apprval f the prpsed Offer in accrdance with ASX Listing Rule 10.1 as a result f the cmmn directrships f Mr Sparke and Mr Sullivan. 3. Ratinale fr the Transactin On cmpletin f the Transactin Trian will: Becme a significant player in the Gldfields Regin; Own 100% f the strategically imprtant Zuleika prject (Currently 12.25%); Acquire a further fur prjects including the Mt Keith, Mt Mnger, Kanwna Suth and Five Mile Hill prjects; Add t existing tenure at the cmpany s Bardc prject (~30.2km²); Simplify the wnership structure f all prjects; and Deliver n its strategy f further cnslidatin in the Gldfields Regin f Western Australia. 4. Transactin Details The Offer will be implemented by way f an ff market takever ffer under the Australian Crpratins Act. Fllwing implementatin f the Offer and In Specie Distributin (as defined in Annexure B), Cascade is expected t becme a whlly-wned subsidiary f Trian. 5. Offer Terms The Offer is subject t a number f cnditins including: 90% minimum acceptance cnditin; n Cascade Material Adverse Change (as defined in the Implementatin Deed) ccurring t Cascade; and n Cascade Prescribed Occurrence (as defined in the Implementatin Deed) ccurs in relatin t Cascade. The Trian shares t be issued under the Offer will, subject t receipt f an apprpriate ASIC mdificatin, be subject t a 12 mnth vluntary escrw perid. 2

3 Trian and Cascade have agreed t a deal prtectin regime including n shp and n talk rights and payment f an agreed break fee by Cascade t Trian under certain circumstances. Further details abut the Offer and the cnditins t the Offer are set ut in the Implementatin Deed, a summary f which is set ut in Annexure B t this annuncement. It is expected that Trian s bidder s statement and Cascade s target s statement, cntaining further infrmatin abut the Offer will be psted t Cascade sharehlders in the cming weeks. 6. Advisers APP Securities is acting as crprate adviser t Trian and Steinepreis Paganin is acting as legal adviser t Trian. RSM Crprate Australia Pty Ltd will be engaged t cmplete the Independent Experts Reprt fr Trian. Fr further infrmatin, please cntact: Trian Resurces Ltd Andrew Sparke Nn-Executive Chairman APP Securities Ltd Nick Dacres Mannings Crprate Adviser Cascade Resurces Ltd Matthew Sullivan Directr Further infrmatin abut the cmpany is available n Trian s website at 3

4 Annexure A ABOUT TORIAN RESOURCES Trian Resurces Ltd (ASX:TNR) is an Australian gld cmpany. The Cmpany has fur advanced prjects lcated in the Gldfields regin f Western Australia. Trian s flagship Prject, the Zuleika JV, lies nrth and partly alng strike f several majr gld mines including Nrthern Star (ASX:NST), Tribune Resurces (ASX:TBR) and Rand Mining s (ASX:RND) 7Mz East Kundana Jint Venture and Evlutin s (ASX:EVN) Frgs Legs and White Fil peratins. Since May 2015, Trian has increased its landhlding at the Zuleika Prject by apprximately 86% via eight separate acquisitins. Trian is nw the secnd largest landhlder in this highly sught after regin and is fcused n fast tracking its develpment. Trian has cmmenced a large, 55,000m explratin prgram that is targeting its Zuleika and Mt Stirling prjects and intends t further cnslidate grund in this regin. Trian is als develping the high grade Mt Stirling Prject which has an utcrpping inferred resurce lcated 40km nrthwest f Lenra. Fllwing a successful infill drilling prgram in December, Trian is currently cmpleting an internal ecnmic study n the prject t assess it as a standalne mining peratin. Trian s explratin team has an enviable track recrd f discvering and develping a number f multi-millin unce gld mines in this regin. Trian is cmmencing an exciting phase in its develpment and we lk frward t updating the market as things prgress. Abut Cascade Cascade is an unlisted Australian public cmpany that was frmed in late 2007 t acquire and develp Australian gld assets. The cmpany has several gld prjects in the Kalgrlie Regin. Cascade has a JV with Trian Resurces Ltd (ASX:TNR) n its Zuleika Prject and has been explring n its ther prjects which are all held n a 100% basis. 4

5 Frward Lking Statements and Disclaimers This annuncement is fr infrmatin purpses nly and des nt cnstitute a prspectus r prspectus equivalent dcument. It is nt intended t and des nt cnstitute, r frm part f, an ffer, invitatin r the slicitatin f an ffer t purchase r therwise acquire, subscribe fr, sell r therwise dispse f any securities, r the slicitatin f any vte r apprval in any jurisdictin, nr shall there be any ffer, sale, issuance r transfer f securities in any jurisdictin in cntraventin f any applicable law. This annuncement cntains frward lking statements. Frward lking statements are ften, but nt always, identified by the use f wrds such as "seek", "anticipate", frecast, "believe", "plan", "estimate", "expect" and "intend" and statements that an event r result "may", "will", "shuld", "culd" r "might" ccur r be achieved and ther similar expressins. The frward lking statements in this annuncement are based n current expectatins, estimates, frecasts and prjectins abut Trian and Cascade and the industry in which they perate. They d, hwever, relate t future matters and are subject t varius inherent risks and uncertainties. Actual events r results may differ materially frm the events r results expressed r implied by any frward lking statements. The past perfrmance f Trian r Cascade is n guarantee f future perfrmance. Nne f Trian, Cascade r any f their directrs, fficers, emplyees, agents r cntractrs makes any representatin r warranty (either express r implied) as t the accuracy r likelihd f fulfilment f any frward lking statement, r any events r results expressed r implied in any frward lking statement, except t the extent required by law. Yu are cautined nt t place undue reliance n any frward lking statement. The frward lking statements in this annuncement reflect views held nly as at the date f this annuncement. 5

6 . Annexure B IMPLEMENTATION DEED SUMMARY The material terms f the Implementatin Deed are set ut belw: (a) (b) (Cnsideratin): the cnsideratin in respect f the Offer shall be 1 fully paid rdinary share in the capital f Trian (Trian Share) fr every 1 fully paid rdinary share in the capital f Cascade (Cascade Share). (Bid Cnditins): (iii) (iv) (v) (vi) (Cmpletin f in-specie distributin): Cascade cmpletes an in-specie distributin f all f the Trian Shares which it hlds in accrdance with the requirements f the Crpratins Act; (Minimum Acceptance): during the Offer perid, Trian has received acceptances under the Bid that give it a relevant interest in at least 90% (by number) f all f the Cascade Shares n issue n a fully diluted basis; (N regulatry interventin): During the perid frm the annuncement f the Bid t the end f the Offer perid (inclusive): (A) (B) there is nt in effect any preliminary r final decisin, rder r decree issued by a regulatry r gvernment authrity (Authrity) (including ASX requiring that Trian re-cmplies with Chapters 1 and 2 f the ASX Listing Rules under ASX Listing Rule in cnnectin with the Bid); and n applicatin is made t any Authrity (ther than by Trian r a subsidiary f Trian), r actin r investigatin is annunced, threatened r cmmenced by an Authrity, in cnsequence f r in cnnectin with the Bid (ther than an applicatin t r a determinatin by ASIC r the Takevers Panel in the exercise f the pwers and discretins cnferred by the Crpratins Act), which restrains, impedes r prhibits (r if granted culd restrain, impede r prhibit), r therwise materially adversely impact upn, the making f the Bid r any transactin cntemplated by the Implementatin Deed, the Bid r the rights f Trian in respect f Cascade r the Cascade Shares t be acquired under the Bid, r requires the divestiture by Trian r Trian s sharehlders f any Cascade shares r the divestiture f any assets f Cascade r Trian; (Apprvals): the btaining f all regulatry apprvals in rder t allw the Bid and Offer t ccur, including but nt limited t that f the ASX and the Australian Securities & Investments Cmmissin; (Optins): As at the end f the Offer perid, all ptins t acquire Cascade Shares and ther securities cnvertible int Cascade Shares are either: (A) (B) (C) acquired by Trian; cancelled; r becme capable f being cmpulsrily acquired by Trian. (Materially adverse change): n event, matter r circumstance ccurs which individually, r when aggregated with all such ther events, matters r circumstances results in r culd reasnably be expected t result in a materially adverse change t the assets, liabilities, financial psitin, perfrmance, prfitability r prspects f Cascade (Cascade Materially Adverse Change); and 6

7 (vii) (N Prescribed Occurrence): during the perid frm the date f this annuncement t the end f the Offer Perid (inclusive), n Prescribed Occurrence ccurs in respect f Cascade (Cascade Prescribed Occurrence). (c) (Exclusivity): Cascade cvenants and agrees that, frm the date f the Implementatin Deed until the earlier f the date which is 6 mnths after the date f the Implementatin Deed r the date that the Implementatin Deed is terminated in accrdance with its terms (Exclusivity Perid), it shall nt slicit, accept an apprach in cnnectin with, r negtiate with any ther party in relatin t a third party prpsal r prvide infrmatin r c-perate in any way in cnnectin with a third party prpsal and must ntify Trian as sn as practicable fllwing receipt f a third party prpsal. (d) (N Shp, N Talk and N Due Diligence): Cascade is subject t custmary n shp, n talk and n due diligence cnditins during the Exclusivity Perid. (e) (Exceptins): The exclusivity, n shp, n talk and n due diligence prvisins d nt prhibit any actin r inactin by Cascade r any f its representatives if: (f) (g) (h) Cascade is in receipt f a superir prpsal; r the bard f directrs f Cascade determines, acting in gd faith after receiving written advice frm its external advisers, that t d therwise cnstitutes r wuld be likely t cnstitute, a breach f any f the fiduciary r statutry duties f the directrs f Cascade. (Break Fee): Shuld Cascade r the majrity f its directrs accept r recmmend a superir prpsal, Cascade will be liable t immediately pay t Trian a break fee f $100,000 (Break Fee) and Trian may, at Trian s sle discretin, terminate this Implementatin Deed by ntice t Cascade at any time after that acceptance r recmmendatin ccurs. (Autmatic Terminatin): The Implementatin Deed autmatically terminates n the earlier f: the date n which the Offer perid ends; and the date which is 6 mnths after the date f this agreement, r such ther date as Trian and Cascade agree in writing. (Terminatin by Trian): Trian may als terminate this agreement at any time by ntice in writing t Cascade if: a Cascade Prescribed Occurrence ccurs; r a Cascade Materially Adverse Change ccurs. (Terminatin by Cascade): Cascade may als terminate this agreement at any time by ntice in writing t Trian if an event, matter r circumstance ccurs which individually, r when aggregated with all such ther events, matters r circumstances results in r culd reasnably be expected t result in a materially adverse change t the assets, liabilities, financial psitin, perfrmance, prfitability r prspects f Trian. Fr the purpses f this Schedule 1, Prescribed Occurrence means any f the fllwing: (a) (b) (c) Cascade cnverts all r any f its shares int a larger r smaller number f shares, including under sectin 254H f the Crpratins Act; Cascade r any f its subsidiaries, as defined in the Crpratins Act, (tgether the Cascade Grup) reslve t reduce its share capital in any way r reclassifies, redeems r repurchases any f its shares; any member f the Cascade Grup enters int a buy-back agreement r reslves t apprve the terms f a buy-back agreement, including under sectin 257C(1) r sectin 257D(1) f the Crpratins Act; 7

8 (d) (e) (f) (g) (h) (j) (k) (l) (m) (n) () (p) any member f the Cascade Grup issues shares, cnvertible ntes r ther securities r grants an ptin r perfrmance right ver any shares, cnvertible ntes r ther securities (including equity securities, debt securities r cnvertible securities) (r agrees t make such an issue r grant) ther than the cnversin f cnvertible securities the existence f which has been fairly disclsed t Trian befre the date f this agreement; Cascade amends r prpses t amend its cnstitutin; any member f the Cascade Grup creates r agrees t create any encumbrance r security interest ver the whle r any part f its business, prperty, assets r undertaking; an rder (f a curt r therwise) r applicatin is made r a reslutin is passed fr the winding up f any member f the Cascade Grup; an administratr, liquidatr, prvisinal liquidatr, receiver r receiver and manager is appinted in respect f any member f the Cascade Grup r the whle r any part f the assets r undertaking f any member f the Cascade Grup, r any member f the Cascade Grup executes a deed f cmpany arrangement; any member f the Cascade Grup ceases t carry n business r is deregistered under the Crpratins Act r ther applicable legislatin in frce utside f Australia; any member f the Cascade Grup enters int any unusual r abnrmal cntract r cmmitment which is utside the rdinary curse f business and which culd reasnably be expected t: change the nature f the business cnducted by the Cascade Grup; r have a material adverse impact n the business cnducted by the Cascade Grup; any member f the Cascade Grup enters int a cntract r cmmitment restraining any member f the Cascade Grup frm cmpeting with any persn r cnducting activities in any market; any member f the Cascade Grup enters int r therwise becmes a party t, any material transactin with a related party (as that term is defined in Chapter 2E f the Crpratins Act) f Cascade (ther than between Cascade and a direct r indirect whlly wned subsidiary f Cascade); any member f the Cascade Grup declares, pays, r determines t be payable any distributin, bnus r ther share f its prfits r assets (whether by way f dividend, capital reductin r therwise and whether in cash r in specie), ther than the In Specie Distributin and any declaratin and payment by any subsidiary f Cascade f a dividend where the recipient f that dividend is Cascade r a whlly-wned subsidiary f Cascade; any member f the Cascade Grup dispses f, r ffers r agrees t dispse f, any material business, asset, jint venture interest, entity r undertaking (r any interest in a business, asset, jint venture, entity r undertaking) r makes an annuncement in relatin t such a dispsal, ffer r agreement; any member f the Cascade Grup: enters int any financing arrangement r cmmitment r agrees t extend, repay r materially amend any existing financing arrangement r cmmitment; r guarantees, indemnifies r prvides security fr the bligatins f any persn r entity ther than a member f the Cascade Grup; and any member f the Cascade Grup agrees r annunces an intentin t take any f the actins referred t in paragraphs (a) t () abve, prvided that a Prescribed Occurrence will nt include any matter: 8

9 (q) (r) (s) (t) (u) (v) required r permitted t be dne r prcured by Cascade under the HOA; required t be dne as a result f the Bid; required t be dne by the Cascade bard f directrs in rder t cmply with the fiduciary r statutry duties f its directrs; fairly disclsed by Cascade t Trian in writing prir t executin f this HOA; directly resulting frm any actins taken (r mitted t be taken) fllwing a written request frm Trian r with Trian s prir written cnsent; r apprved in writing by Trian. 9