Offer for QCT Resources-Pt 1

Broken Hill Proprietary Co Ld
29 August 2000


PART 1

Date 28 August 2000


          BHP AND MITSUBISHI ANNOUNCE CASH BID FOR QCT RESOURCES

The Broken Hill Proprietary Company Limited (BHP) and Mitsubishi Development
Pty. Ltd. (Mitsubishi) today announced a joint cash offer of A$1.20 per share
for all of the ordinary shares in QCT Resources Limited (QCT). The offer by the
50/50-owned bidding vehicle, MetCoal Holdings (Qld) Pty Ltd, values QCT's equity
at A$830 million.

QCT holds a non-operating 32.37% interest in the Central Queensland Coal
Associates (CQCA) and Gregory joint ventures and 100% of the South Blackwater
coal mining operation in Queensland's Bowen Basin. BHP and Mitsubishi own the
remaining interests in these joint ventures. BHP manages the CQCA  and Gregory
joint ventures and markets all products.

Commenting on the offer, BHP Managing Director and CEO, Paul Anderson, and
Mitsubishi Managing Director, Kenjiro Itadani, said:

'BHP and Mitsubishi have agreed to form a strategic alliance designed to ensure
the future competitiveness of their Bowen Basin metallurgical coal assets. This
offer for QCT is the first step, as partners, in furthering  this alliance.

'QCT's major shareholder, Santos, has announced that its 36.4% shareholding in
QCT is now considered non-core to the company's future, making this an
appropriate time for BHP and Mitsubishi to address the ownership of these Bowen
Basin assets. As existing joint venture partners, BHP and Mitsubishi are the
natural buyers of QCT.

'Our offer fully values this opportunity for BHP and Mitsubishi. QCT is an
investment vehicle and its key assets are the assets we already manage. We also
recognise the reported underperformance of South Blackwater mine.

'We note that QCT's share price already builds in speculation of a takeover
offer. As such, the premium of the offer price to the closing price on Friday 25
August does not truly reflect the value of our offer. Our offer price is
significantly higher than the price QCT shares were trading at before the
speculation began.'

The offer represents a premium of:

- 22% to QCT's closing share price on 25 August 2000 of A$0.98; and
- 30% to QCT's weighted average share price of A$0.92 for the preceding 3       
 months.

Commenting on the transaction Mr Itadani said: 'We welcome this alliance with
BHP, which seeks to utilise the complementary strengths of the two organisations
for the benefit of our joint interests in Queensland.

'In addition to this, BHP and Mitsubishi have relationships that extend beyond
the Bowen Basin and include interests in the Escondida copper mine in Chile and
the North West Shelf gas project in Australia.

'Mitsubishi was a founding partner in the CQCA joint venture in 1968 and is
fully committed to the Australian coal industry. This alliance provides the
opportunity for us to build further and improve on our portfolio of stable coal
investments.'

Mr Anderson said: 'The alliance is an extension of a long standing relationship
with Mitsubishi across a  range of major businesses and is founded on an aligned
view of the future of the metallurgical coal business.

'This move is in line with our stated strategy to enhance cost competitiveness,
thereby ensuring the long-term future of our Queensland coal businesses. In
addition, it builds on our strategy of actively managing our asset portfolio and
managing risks through partnering arrangements.'

The offer conditions include regulatory approvals, the ability to proceed to
compulsory acquisition and other conditions.

BHP and Mitsubishi are being jointly advised by CIBC World Markets and ING
Barings.

The bidders statement will be dispatched to QCT shareholders in mid September.
For further information please contact:

BHP
Mandy Frostick
Manager Media Relations
Phone: [phone] Mobile: [phone]

Robert Porter
Vice President Investor Relations
Phone: [phone] Mobile: [phone]

www.bhp.com

Mitsubishi
Robert Campese
Manager General Affairs
Phone: [phone]


Attachments
Summary of Conditions           Profile of Mitsubishi
Summary of Intentions           Current ownership structures
Profile of BHP                  Asset fact sheets





            Offer by MetCoal Holdings (Qld) Pty Ltd (the Bidder)
           a company owned equally by wholly owned subsidiaries of
               The Broken Hill Proprietary Company Limited and
                      Mitsubishi Development Pty Ltd

                                  Conditions
        
This Offer and the contract that results from acceptance of this Offer is
subject to fulfilment of the following conditions:

(a) that at the end of the Offer Period, the Bidder:

   (i) has a relevant interest in at least 90% (by number) of the QCT Shares on
       issue at that time; and

  (ii) has acquired at least 75% (by number) of the QCT Shares that the Bidder
       offered to acquire under the Bid (whether the acquisition happened under
       the Bid or otherwise);

(b) that during the period commencing on the Announcement Date and ending at    
   the end of the Offer Period:

    (i) there is not in effect any preliminary or final decision, order or      
       decree issued by a Public Authority;

   (ii) no action or investigation is instituted or threatened by any Public
        Authority with respect to any company in the QCT Group; or

  (iii) no application is made to any Public Authority (other than by the       
       Bidder or a company in the BHP Group or the Mitsubishi Group),

        in consequence of or in connection with the Offers, which restrains or  
       prohibits or threatens to restrain or prohibit, or otherwise adversely   
      impact, the making of the Offers or the completion of any transaction     
     contemplated by this Bidder's Statement (including implementation of       
    the intentions set out in the Bidder's Statement) or seeks to require       
   the divestiture by the Bidder of any QCT Shares, or the divestiture of       
  any assets of the QCT Group, the BHP Group or the Mitsubishi
        Group;

(c) that before the end of the Offer Period:

    (i) the European Commission has issued a decision pursuant to Article
        6(1)(b) or Article 8(2) of the Council Regulation (EEC) 4064/89 (as
        amended) (the 'Merger Regulation') (or has been deemed to have done
        so under Article 10(6) of the Merger Regulation) declaring any
        concentration with a community dimension as a result of the Offers to   
       be compatible with the common market;

   (ii) the European Commission has issued a decision authorising the
        acquisition of QCT by the Bidder pursuant to Article 66(2) of the
        European Coal and Steel Community Treaty (the 'ECSC Treaty') or
        exempts such acquisition from prior authorisation pursuant to decision  
       25-67; or

  (iii) in the event that a request pursuant to Article 9(2) of the Merger
        Regulation has been made by a Member State and the European
        Commission has, in accordance with Article 9(3) of the Merger
        Regulation, referred the whole or part of the proposed acquisition of   
       QCT by the Bidder to the competent authorities of one or more Member     
      States or having been deemed to have done so pursuant to Article 9(5),    
     each such authority has granted a clearance in respect of all those        
    parts of the proposed acquisition of QCT by the Bidder which were           
   referred to it, or has been deemed to have granted such a clearance;

(d) that one of the following occurs before the end of the Offer Period:

    (i) the Bidder receives a notice from the Treasurer or his agent to the     
       effect that there is no objection to the acquisition of the QCT Shares   
      by the Bidder (by any means permitted by the Corporations Law) under      
     the  Australian Government's foreign investment policy, such notice        
    being  unconditional;

   (ii) the period provided under the Act during which the Treasurer may make
        an order under section 18 of the Act or an interim order under section  
       22 of the Act prohibiting the acquisition of QCT Shares by the Bidder    
     (by any means permitted by the Corporations Law) has elapsed, without      
     such an order being made; or

  (iii) if an interim order prohibiting such acquisition is made, the           
       subsequent period for making a final order prohibiting the acquisition   
      of QCT Shares by the Bidder has elapsed, without such final order being   
     made;

(e) that during the Offer Period, all Approvals which are required by law or by 
   any Public Authority as are necessary to permit the Offers to be made to     
  and accepted by QCT shareholders (other than those referred to in             
 paragraphs (c) and (d) above) are granted, given, made or obtained on an       
unconditional basis and remain in full force and effect in all respects and    
do not become subject to any notice, intimation or indication of intention     
to revoke, suspend, restrict, modify or not  renew the same;

(f) that none of the following happens during the period commencing on the
    Announcement Date and ending at the end of the Offer Period:

   (i) QCT converts all or any of its shares into a larger or smaller number of
       QCT Shares;

  (ii) QCT resolves to reduce the number of QCT Shares on issue in any way;

  (iii) QCT:

       (A) enters into a buy-back agreement; or
       (B) resolves to approve the terms of a buy-back agreement under section
           257C(1) or 257D(1) of the Corporations Law;
 
 (iv) QCT issues shares, or grants an option over its shares, or agrees to      
     make such an issue or grant such an option;

   (v) a subsidiary of QCT issues shares, or grants an option over its shares,  
      or agrees to make such an issue or grant such an option to a person       
     other than QCT or a wholly owned subsidiary of QCT;

  (vi) QCT issues, or agrees to issue, convertible notes;

 (vii) a subsidiary of QCT issues, or agrees to issue, convertible notes to a
       person other than QCT or a wholly owned subsidiary of QCT;

(viii) QCT or a subsidiary of QCT disposes, or agrees to dispose, of the whole
       or a substantial part, of its business or property;
  
  (ix) QCT or a subsidiary of QCT charges, or agrees to charge, the whole or a
       substantial part of its business or property;

   (x) QCT or a subsidiary of QCT resolves to be wound up;

  (xi) a liquidator or provisional liquidator of QCT or a subsidiary of QCT is
       appointed;

 (xii) a court makes an order for the winding up of QCT or a subsidiary of QCT;

(xiii) an administrator of QCT or a subsidiary of QCT is appointed under
       section 436A, 436B or 436C of the Corporations Law;

 (xiv) QCT or a subsidiary of QCT executes a deed of company arrangement; or

  (xv) a receiver, or a receiver and manager, is appointed in relation to the   
      whole, or a substantial part, of the property of QCT or a subsidiary of   
     QCT;
(g) that during the period commencing on the Announcement Date and ending at    
   the  end of the Offer Period, none of the following happens or the           
  existence of any of the following is disclosed (without having been           
 disclosed prior to the  Announcement Date):
 
    (i) QCT or a controlled entity of QCT acquires, agrees to acquire or comes
        under an obligation to acquire one or more assets (or an interest in    
       assets), companies or businesses for an amount in aggregate greater      
      than $50  million or individually greater than $15 million;

   (ii) QCT or a controlled entity of QCT disposes, agrees to dispose or comes
        under an obligation to dispose of assets (or an interest in assets) for 
       an amount in aggregate greater than $50 million or individually greater  
      than $15 million other than in the ordinary course of its business;

  (iii) QCT or a controlled entity of QCT enters into, agrees to enter into or
        comes under an obligation to enter into any agreement, joint venture,
        farmout, tribute, alliance or partnership which is material to the      
       structure, business, assets, liabilities, financial or trading position  
      or condition, profitability or prospects of QCT and its controlled        
     entities taken as a whole;

   (iv) proceedings are brought against QCT or a controlled entity of QCT and
        the potential damages or compensation payable by QCT and its controlled
        entities in those proceedings is greater than $50 million;

    (v) QCT or a controlled entity of QCT enters into, agrees to enter into or
        comes under an obligation to enter into any contract with a third party
        which is not a wholly owned subsidiary of QCT for that party to perform
        either all or substantially all of the mining operations of the South
        Blackwater mine or all or substantially all of the other operations of  
       the South Blackwater mine;

   (vi) QCT or a controlled entity of QCT enters into, agrees to enter into or
        comes under an obligation to enter into any agreements or arrangements  
       to materially vary existing marketing, agency or sales agreements or
        arrangements in relation to the disposition of coal from the South
        Blackwater mine or the coal received by QCT or a controlled entity of
        QCT as a participant in the CQCA Joint Venture or the Gregory Joint
        Venture;

  (vii) QCT or a controlled entity of QCT:

       (A) gives, or indicates an intention to give, notice to terminate; or

       (B) terminates,

        any agreement or arrangement with any entity of the BHP Group or the
        Mitsubishi Group in connection with the marketing or sale of coal
        received by QCT or a controlled entity of QCT as a participant in the
        CQCA Joint Venture or the Gregory Joint Venture;

 (viii) a person having, as a result of the Bidder acquiring QCT Shares, any    
       right (whether subject to conditions or not) to terminate or vary any    
      agreement with QCT or a controlled entity of QCT; or

   (ix) QCT or a controlled entity of QCT conducts its business and operations
        otherwise than in the ordinary course; and

(h) that during the period commencing on the Announcement Date and ending at    
   the end of the Offer Period, there has not occurred, been announced or       
  otherwise become public:

    (i) any material adverse change in the structure, business, assets,         
       liabilities, financial or trading position or condition, or              
      profitability or prospects of QCT and its controlled entities taken as    
     a whole; or

   (ii) any event, action, proceeding, circumstance or change in circumstances
        which is reasonably likely to result in a material adverse change of    
       the kind mentioned in sub-paragraph (h)(i).


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