Building a diversified carbon steel business

Investor Presentation 7 August 2007

Forward Looking Statement

THIS DOCUMENT MAY NOT BE DISTRIBUTED IN THE UNITED STATES OR TO ANY US PERSON

This presentation was prepared by Territory Resources Limited ABN 53 100 552 118 ("Territory”) and contains information regarding the proposed institutional placement ("Offer“) of securities in Territory. All information contained in this document (including this notice) and discussed at the presentation ("Information“) is confidential. By receiving the Information and attending the presentation you are deemed to agree that you will hold the Information in strict confidence, and keep it secret, and not reproduce, disclose or distribute the Information to any third party or publish the Information for any purpose. The Information is being provided to you as, and by receiving this document you will be deemed to have represented and warranted that you are:

(a) if you are in Australia, a professional investor or sophisticated investor (as those terms are defined in s708 of the Corporations Act 2001 (Cwlth) ("the Corporations Act“)) or other person specified in s708 of the Corporations Act who does not need to be given a prospectus or other disclosure document under Chapter 6 of the Corporations Act to lawfully receive an offer or recommendation to acquire securities in Territory; or(b) if you are outside Australia: (i) you are not in the United States or a US person (as defined in Rule 902(k) under the United States Securities Act of 1933, as amended ("US Securities Act“)) nor acting for the account or benefit of a US Person; and (ii) you are a person to whom an invitation or offer to subscribe for securities in Territory and any issue of such securities is permitted by the laws of the jurisdiction in which you are situated without the need for any registration, lodgment or other formality.

This document is not a product disclosure statement or prospectus for the purposes of the Corporations Act and does not constitute an offer, invitation, solicitation or recommendation in relation to the subscription, purchase or sale of securities or other securities in any jurisdiction and neither this document nor anything in it shall form the basis of any contract or commitment. The securities of Territory have not been and will not be registered under the US Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as defined in Rule 902(k) under the US Securities Act). No public offering of the securities discussed herein is being made in the United States. No responsibility is accepted by Territory or any of its directors, officers, employees, agents or affiliates, nor any other person, for any of the Information or for any action taken by you on the basis of the Information or opinions expressed in the course of this presentation. This presentation does not constitute investment, legal, taxation or other advice and the presentation does not take into account your investment objectives, financial situation nor particular needs. You are responsible for forming your own opinions and conclusions on such matters and should make your own independent assessment of the Information and the Offer and seek independent professional advice in relation to the Information and to any action taken on the basis of the Information.

Territory has prepared this presentation based on the information available to it. None of Argonaut or Lehman Brothers or any of their respective directors, agents, officers, employees or affiliates have authorised this presentation or are responsible for the issue or making of any statement or contents of this presentation. Except as required by law, no representation or warranty, express or implied, is made by Territory, Argonaut or Lehman Brothers] as to the fairness, accuracy, completeness or correctness of the Information, opinions and conclusions, or as to the reasonableness of any assumption contained in this presentation. By receiving the Information and to the extent permitted by law, you release Territory, Argonaut or Lehman Brothers and their respective directors, officers, employees, agents and affiliates from any liability (including, without limitation, in respect of direct, indirect or consequential loss or damage or loss or damage arising by negligence) arising as a result of the reliance by you or any other person on anything contained in or omitted from this presentation. The forward looking statements included in this presentation involve subjective judgment and analysis and are subject to significant uncertainties, risks and contingencies, many of which are outside the control of, and are unknown to, Territory, Argonaut or Lehman Brothers and their respective directors, officers, employees, agents or affiliates. Actual future events may vary materially from the forward looking statements and the assumptions on which those statements are based. Given these uncertainties, you are cautioned to not place undue reliance on such forward looking statements. The distribution of this document outside Australia may be restricted by law.

In particular, this document or any copy of it must not be taken into or distributed or released in the United States or distributed or released to any US Person as defined in the US Securities Act. Persons who come into possession of this document should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Building a Diversified Carbon Steel Business

Led by the team that transformed ConsMin into a near $1b company

Financial backing from Noble Group, DCM DECOmetal and Lehman Brothers

Significantly re-rated after bringing Frances Creek mine into production (first year

expected production of 1.5 mtpa of iron ore)

Growth through exploration excellence and M&A opportunities

³ As per the BDO Valuation Report dated 31 July 2007.

Corporate Overview

Capital Structure

“ We consider the value of Territory to be between $0.98 and $1.08… [which] closely corresponds to the price underlying the upcoming investment of 200m shares [at $1] by Noble, DCM, and Lehman.”

BDO Valuation Report, 31 July 2007

Independent Expert’s View

Share Price¹ $ 0.98

Shares Outstanding m 198.3

Options m 4.3

Market Capitalisation (fd) $m 196.8

Cash² $m 19.8

Debt $m 0.0

Net Cash $m 19.8

Enterprise Value $m 177.0

Shareholders

Directors

Remaining TTY Shareholders46%

Westoz Investment Company Ltd5%

Confluence Asset Management Ltd

6%

OM Holdings Ltd13%

Kiernan9%

Noble Group21%

Michael Kiernan – ChairmanAllan Quadrio – Managing Director DesignateBruce McFadzean – Operations DirectorJulie Wolseley – Non-Executive DirectorDavid Macoboy – Non-Executive DirectorTrevor Tennant – Non-Executive Director

² As at June 30, including $0.4m in option proceeds.¹ As at 3 August 2007.

VWAP Analysis10 Day 30 Day 60 Day

TTY Per Share3 $1.09 $1.17 $1.04

Frances Creek Enters Production

Frances Creek - Overview

Location Northern Territory

Ownership 100%

Status In production

ReservesResources

4.8Mt @ 61.3% Fe9.7Mt @ 60.7% Fe

Production Current - 1.5MtpaTargeting - 3Mtpa

Estimated Mine Life 5 years (10 years with expansion)

Infrastructure Excellent access to rail; Darwin is closest port to China

Commenced production in June 2007

First railing of high grade iron ore in July 2007

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

$1.60

$1.80

Feb-07 Mar-07 Apr-07 May-07 Jun-07 Jul-07 Aug-07

6 Feb 07 Announced $30m

Placement to Crawley Resources

28 Feb 07

Enter life-of-mine marketing

agreement with Noble Group

27 Mar 07

Agreement with Freight Link to

provide rolling stock and rail transport

7 Mar 07

Agreement with NLC and traditional land

owners, 13 additional mining leases granted

19 Jun 07

Commenced first production at Frances Creek

6 Jul 07

Reaches agreement with Arafura Resources to acquire three of its

tenements. Future royalty obligations terminated

20 Jul 07

Railed first ore to Darwin

31 May 07

Name change to Territory Resources. Crawley Placement

approved

2 Jul 07

Enters HoA on the Tambao manganese

project in Burkina Faso

17 Jul 07

Announced Bid for ConsMin

Territory Re-rated as Milestones Achieved

2 Aug 07

Secures life-of-mine off-take

agreement with Noble

3 Aug 07

Independent TTY valuation

released

Source: IRESS

Accessing Strong Global Demand

Chinese demand for iron remains exceptionally strongBacked by Noble Group, the world’s largest non-producer provider of Iron Ore“Win – win” marketing and off-take agreement in place

3.46

7.049.15

11.3013.20

16.8018.06

19.8722.00

0.00

5.00

10.00

15.00

20.00

25.00

1999 2000 2001 2002 2003 2004 2005 2006 2007E

Source: Noble Group

(million MT)

Noble’s Iron Ore Volumes

Territory’s $3.55 Offer for ConsMin

$3.55 value per CSM share¹ $2.00 cash & 1.5 TTY shares for every 1 CSM shareTotal transaction value of $937 million¹

Consideration

Noble Group – $150 million equity²

DCM DECOmetal – $75 million equity²

Lehman Brothers – $100 million convertible bonds ² – $320 million bridge facility

90% minimum acceptanceNo material adverse changeRegulatory approvals

ASX

Committed Funding

Key Conditions

Listings

1 Based on Preferred Case in updated independent valuation report by BDO and released to the ASX on 3 August 2007.2 Equity committed at $1 per TTY share.

$2.00

$2.25

$2.50

$2.75

$3.00

$3.25

$3.50

$3.75

$4.00

Feb-07 Mar-07 Apr-07 May-07 Jun-07 Jul-07 Aug-07

Territory offer price: $3.551

IndependentExpert Range2

$2.32 - $2.77

Pallinghurst $3.30

$937 Million Fully Funded Offer

1 Based on Preferred Case in updated independent valuation report by BDO and released to the ASX on 3 August 2007.

2 PricewaterhouseCoopers Supplementary Independent Expert’s Report dated 28 June 2007 based on the midpoint CSM value (ex dividend).

ConsMin Share Price ($)

Privat builds up 13.5%

stake

Superior Value on all Measures

¹ PricewaterhouseCoopers Supplementary Independent Expert’s Report dated 7 June 2007 based on the midpoint CSM value (ex dividend).

² PricewaterhouseCoopers Supplementary Independent Expert’s Report dated 28 June 2007 based on the midpoint CSM value (ex dividend).

³ Based on equity analyst’s estimates. 4 VWAP to 3 August 2007. 5 Based on Preferred Case in updated independent valuation report by BDO and released to the ASX on 3 August 2007.

$3.30

$3.21$3.00

$2.55

$2.25$2.00

$2.25

$2.50

$2.75

$3.00

$3.25

$3.50

$3.75

$4.00

Initial CSMDirector

RecommendedOffer¹

IndependentExpert²

Ave Analyst NAV³ 60 Day VWAP Pallinghurst Bid

$2.55

$2.25

58%Premium

39%Premium

18%Premium

Territory offer price: $3.555

CurrentBid

RevisedScheme

OriginalScheme

10%Premium

7%Premium

4

Global Investor Group

Territory’s financial partners have committed $620 million cash

Leading manager in the global supply chain of agricultural, industrial and energy productsEnterprise value of US$4.3b with cash of US$600 million

International leader in trade of ores, ferro alloys, noble alloys and metals, worldwide

Global investment bank, headquartered in New YorkListed on the NYSE with a market capitalisation of $32 billion

DCM and Noble trade 75% to 80% of ConsMin’s manganese and 100% of its chromiteHold approximately 12% of ConsMin between them

Knowledgeable strategic investors

Noble, DCM and Michael Kiernan are the original team that led ConsMin for almost a decade Together we created a near $1b company During this time, a $10,000 investment became $133,750The team are ready to do it again

Proven Track Record

Graph depicts the value of a $10,000 investment in ConsMin from Michael Kiernan becoming Managing Director in 31 March 1998 until Michael Kiernan’s announced decision to retire as Managing Director on 18 October 2005.

$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

$140,000

$160,000

19

97

19

98

19

99

20

00

20

01

20

02

20

03

20

04

20

05

CSM (dividend adjusted) S&P ASX 300 Resources

ConsMin Shareholder Value Created During Michael Kiernan’s Tenure

Territory’s Vision for the Combined Group

The next step in building a $2.5b carbon commodity supplierInstall “hands on” board and managementFocus the business on bulk carbon commodities

Divest Jabiru shareholdingTurnaround Nickel operations prior to divestmentDiversify with mineral sands exposure, particularly zirconDigging and delivering

Refocused group will be cashed up post divestmentsSignificantly grow production

10Mt per year iron ore producer1Mt–2Mt manganese producer 250Kt–500Kt chromite producer

Ramp up exploration and development activities

Summary

Territory has achieved a significant capital market re-rating Enters iron ore production BDO values Territory at $1.03 per share (Preferred Case)

$937 million fully funded offer Delivers ConsMin shareholders $3.55 value per share and a “ticket to ride”Significant premium across all measuresLed by the original team that built ConsMin into a near $1b company

Backed by Noble Group, DCM DECOmetal and Lehman Brothers with $645 million cashRefocused group will be cashed up post divestmentsBuilding a well capitalised open pit surface miner with vision

Michael Kiernan

Chairman

Ph: (+61 8) 9324 7002Email: mlk@crawleyinvestments.com.au

Territory ResourcesWarrick Hazeldine

Ph: (+61 8) 9485 1254

Fax: (+61 8) 6263 0455

Email: whazeldine@purplecom.com.au  

Purple Communications

www.territoryresources.com.au