11 May 2012: Fairway Coal Takeover Proposal Gladstone Pacific Nickel Limited (ACN 104 261 887) ("GPNL" or the "Company") announces today that it has received a letter from Fairway Coal Pty Ltd ("Fairway Coal") advising that it intends to make an unconditional cash offer for all the ordinary shares in GPNL it does not already hold ("Offer").  Fairway Coal is a company owned by Professor Clive Palmer which holds approximately 84.7% of the ordinary shares in the Company.   The Board recommends that shareholders take no action in relation to the Offer until such time as a bidder's statement and a target statement have been prepared in accordance with Corporations Act 2001 (Cth) ("Act") and have been sent to shareholders.   Under the terms of the Offer, shareholders will receive AUD$0.05 per ordinary share which values the entire issued and paid up capital of the Company at A$3,546,785.   The Act provides for legislated steps and timing that a bidder and target must adhere to in the event of an off-market bid.  The actual timetable will depend on when Fairway Coal lodges its bidder's statement with the Australian Securities and Investments Commission, which must occur so that the offers can be made within 2 months of today.  GPNL understands that Fairway Coal is seeking to prepare and lodge its bidder's statement as soon as possible. No. Step Act requirement  1. The Bidder lodges the bidders statement and offer document with the Australian Securities and Investments Commission    2. The Bidder sends a copy of the bidders statement and offer document to the Target Within 31 days of No 1 above  3. Bidder sends the bidders statement and offer document to Target shareholders Within 14-28 days after No 2 above  4. The Target sends the target statement to Target shareholders Within 15 days after No 3 above  5.  Period within which acceptances of the offer may be lodged by Target shareholders A minimum of 1 month after No 2 above (but may be longer or extended) The statutory timing provided above may vary by agreement of the parties and therefore may vary substantially from that provided. GPNL will keep its shareholders informed and will make further announcements as and when material developments occur and in accordance with the Act. ENDS For more information or comment: Gladstone Pacific Nickel Ltd Blair Brewster    Tel: +61 (0)7 3231 7100 Email: info@gladstonepacific.com.au Gladstone Pacific Nickel Limited (GPNL) is an Australian mining development company presently undertaking an Integrated Definitive Feasibility Study (IDFS) for the Gladstone Nickel Project (GNP). The Company's vision is to build a major long-life nickel cobalt refinery at the deepwater Port of Gladstone, in Central Queensland, Australia, treating abundant high grade nickel laterite ores from New Caledonia and other south-west Pacific islands, underpinned by beneficiated ores from its own Marlborough deposits. The Project has the potential to be one of the largest of its type in the world producing some 126,000 tpa nickel (8 - 10% of global nickel demand) and 10,400 tpa of cobalt metal from its first two stages. More....