17 October 2016

Our Ref: JHM:TJN:4197-03

Contact: Tim Nixon Senior Associate[email protected]

Australian Securities Exchange Company Announcements Platform 20 Bridge Street

SYDNEY NSW 2000

Windward Resources Ltd ASX Code: WIN

Dear Sir/Madam

TAKEOVER BID FOR WINDWARD RESOURCES LTD (ASX:WIN): TARGET'S STATEMENT

We are the solicitors for Windward Resources Ltd (ACN 158 432 270) (Windward).

In accordance with item 14 of subsection 633(1) of the Corporations Act 2001 (Cth), attached is a copy of the target's statement of Windward dated 17 October 2016 (Target's Statement) in response to the off-market takeover bid by Independence Group NL (ACN 092 786 304) (IGO) for all of the ordinary shares in Windward.

The Target's Statement has today been lodged with the Australian Securities and Investments Commission and sent to IGO.

Yours faithfully

STEINEPREIS PAGANIN

4197-03/1586011_7

TARGET'S STATEMENT

Windward Resources Ltd

ACN 158 432 270

in relation to the off-market takeover bid by

Independence Group NL

ACN 092 786 304

to acquire all of your ordinary fully paid shares in Windward Resources Ltd.

The Directors of Windward Resources Ltd unanimously recommend, in the absence of a Superior Proposal, that you

ACCEPT

the Offer from Independence Group NL.

This is an important document and requires your immediate attention. If you do not understand it or are in doubt as to how to act, you should consult your legal, financial or other professional adviser immediately. If you have recently sold all your Windward Shares please disregard this document.

Windward Shareholders who require assistance may call the Company Secretary on +61 8 9321 6667 at any time between 8:30am and 5pm (WST) on Monday to Friday.

Corporate Adviser Legal Adviser

I MP O R TA N T NO T I C E S

Nature of this document

This Target's Statement is dated 17 October 2016 and is given by Windward Resources Ltd (Windward) under Part 6.5 Division 3 of the Corporations Act in response to the Bidder's Statement by Independence Group NL (IGO) dated 10 October 2016.

ASIC and ASX disclaimer

A copy of this Target's Statement has been lodged with ASIC and ASX. None of ASIC or ASX, nor any of their respective officers, takes any responsibility for the contents of this Target's Statement.

No account of personal circumstances

This Target's Statement should not be taken as personal financial, investment or tax advice as each Shareholder's deliberations and decision will depend upon their own financial situation, tax position, investment objectives and particular needs.

Your Windward Directors encourage you to read this Target's Statement in its entirety and obtain independent advice from your investment, financial, tax or other professional adviser before making a decision whether or not to accept the Offer.

Defined terms

Capitalised terms used in this Target's Statement are defined in section 12 of this Target's Statement.

Further information

Windward Shareholders who require assistance may call the Company Secretary on +61 8 9321 6667 at any time between 8:30am and 5pm (WST) on Monday to Friday.

Further information relating to the Offer can be obtained from Windward's website atwww.winres.com.au. Information contained in, or otherwise accessible through, this internet site is not a part of this Target's Statement. All references in this Target's Statement to this internet site are inactive textual references and are for your information only.

Forward looking statements

This Target's Statement contains various forward looking statements. Statements other than statements of historical fact may be forward looking statements. Windward believes that it has reasonable grounds for making all statements relating to future matters attributed to it in this Target's Statement. Windward Shareholders should note that such statements are subject to inherent risks and uncertainties in that they may be affected by a variety of known and unknown risks, variables and other factors, many of which are beyond the control of Windward. Shareholders should note that any reference to past performance is not intended to be, nor should it be relied upon as, a guide to any future performance. Actual results, values, performance or achievements may differ materially from results, values, performance or achievements expressed or implied in any forward looking statement. None of Windward, its officers nor any person named in this Target's Statement with their consent or any person involved in the preparation of this Target's Statement makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any results, values, performance or achievements expressed or implied in any forward looking statement, except to the extent required by law. Shareholders should not place undue reliance on

any such statement. The forward looking statements in this Target's Statement only reflect views held as at the date of this Target's Statement. Any forward looking statement in this Target's Statement is qualified by this cautionary statement.

Information on IGO

All of the information concerning IGO contained in this Target's Statement has been obtained from publicly available sources including public documents filed by IGO and the Bidder's Statement. None of the information in this Target's Statement relating to IGO has been verified by Windward or its Directors for the purposes of this Target's Statement. Accordingly, to the extent permitted by law, Windward makes no representation or warranty (either express or implied) as to the accuracy or completeness of this information. The information on IGO in this Target's Statement should not be considered comprehensive.

Foreign jurisdictions

The release, publication or distribution of this Target's Statement in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions, and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations. This Target's Statement has been prepared in accordance with Australian law, and the information contained in this Target's Statement may not be the same as that which would have been disclosed if this Target's Statement had been prepared in accordance with the laws and regulations outside Australia.

Charts and diagrams

Any diagrams, charts, graphs, maps and tables appearing in this Target's Statement are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in diagrams, charts, graphs, maps and tables is based on information available at the date of this Target's Statement.

Privacy

Windward has collected your information from the register of Windward Shareholders for the purpose of providing you with this Target's Statement. The type of information Windward has collected about you includes your name, contact details and information on your shareholding (as applicable) in Windward. Without this information, Windward would be hindered in its ability to issue this Target's Statement. The Corporations Act requires the name and address of Shareholders to be held in a public register. Your information may be disclosed on a confidential basis to external service providers (including the Windward Share Registry and print and mail service providers) and may be required to be disclosed to regulators such as ASIC.

If you would like details of information about you held by Windward, please contact the Windward Share Registry, Advanced Share Registry Services, 110 Stirling Highway, Nedlands WA 6009 or on +61 8 9389 8033.

Risk Factors

Shareholders should note that there are a number of risks associated with the Offer and with remaining a Windward Shareholder if they reject the Offer.

Please refer to sections 3.16, 4 and 8 of this Target's Statement for further information on those risks.